There have been so many big-time white-collar-crime trials going on at the federal courthouse in Manhattan this summer that nobody has paid much attention to the case of Washington lawyer Thomas T. Prousalis Jr.
Credit Suisse First Boston investment banker Frank P. Quattrone was convicted of obstructing justice. WorldCom's former chief executive Bernard J. Ebbers came for preliminary maneuvers preceding a trial scheduled for September. Adelphia Communications founder John J. Rigas and his son Timothy were convicted of looting their company. Washington businessman C. Gregory Earls was found guilty of defrauding people he met on the Washington charity and social circuits. And Martha Stewart won the most-watched award for a case in which she was sentenced Friday to five months in prison and five months of home detention.
Lost in the crowd of celebrity corporate criminals was Tom Prousalis, just some guy on trial for penny-stock fraud.
The Prousalis case is a postscript to the penny-stock scandals of the 1990s, the final chapter in the stories of four now-defunct local companies in which investors lost millions of dollars.
A month ago, in the middle of his trial, Prousalis switched his plea to guilty on all counts -- two securities-fraud charges and one charge of conspiracy to commit wire, mail and securities fraud in connection with the sale of stock of another now-defunct company called Busybox.com Inc.
Prousalis, 55, is scheduled to be sentenced Sept. 9. Under federal sentencing guidelines, he could get 46 to 57 months in prison. He is negotiating to settle a parallel civil case brought by the Securities and Exchange Commission.
Prousalis was also the securities lawyer for MVSI Inc. of Vienna, e-Net Inc. of Germantown, Octagon Corp. of Arlington and Czech Industries Inc. of Washington. All four are also out of business, their stocks worthless.
They were all taken public by Stratton Oakmont Inc., a Long Island penny-stock firm that was shut down by the SEC and the National Association of Securities Dealers in 1997.
Stratton was forced out of business for running a series of "pump and dump" schemes in which the stocks of little companies were pumped up so that favored investors could dump their shares, eventually causing the share prices to plummet. For a time Stratton ran a "boiler room" sales operation from a building near Montgomery Mall where brokers called would-be investors and used high-pressure sales tactics to persuade them to buy stocks the company was promoting.
After Stratton Oakmont was shut down, regulators focused on a Florida firm called Barron Chase Securities Inc, which also promoted penny stocks until it closed in 2000.
Last December, a federal grand jury in New York indicted the former chief executive of Barron Chase, Robert T. Kirk Jr., and Prousalis on charges of defrauding investors in Busybox.com, a company that was going to sell digital pictures online. Busybox was taken public by Barron Chase in June 2000 at $5 a share. Less than a year later its stock, trading for pennies, was delisted by Nasdaq and the company went out of business.
Kirk, 46, pleaded guilty last December and is awaiting sentencing. Prousalis went on trial last month. He was charged with conspiring with Kirk to defraud investors in the IPO and with misleading investors by understating the fees he charged for working on the IPO. While the stock offering documents showed that Prousalis was to be paid $375,000, prosecutors charged he actually got $1.2 million, almost 10 percent of the $12.8 million the offering was supposed to bring in.
The offering did not raise that much money, though, the government charged, and was in danger of collapsing until Kirk and Prousalis came up with a way to complete the transaction.
As underwriter, Barron Chase promised it would sell all $12.8 million worth of stock, but the sales effort came up $2.5 million short. If all the stock could not be sold, the deal would have to have been canceled and neither the underwriter nor the lawyers would have been paid, the indictment noted.
Prousalis was "facing a serious downturn in his personal finances," prosecutors said in court documents. They described him as "leading an expensive lifestyle, including maintaining two multi-million dollar homes [in McLean and on Nantucket] and a $2 million personal aircraft."
To keep the IPO alive, the indictment alleged, "Prousalis and Kirk arranged to recycle money raised through the sale of the IPO shares." Busybox insiders took $1.3 million that had come in from early stock sales and used it to buy some of the unsold shares, the government charged. Prousalis took the last $1.2 million worth of stock as his legal fee.
Though the charges concerned only the Busybox.com IPO, Justice Department lawyers asked the court for permission to present evidence that they said showed Prousalis had been involved in half a dozen other fraudulent penny-stock offerings: the four Washington companies taken public by Stratton Oakmont and two others.
The government's star witness against Prousalis would be Jordan Belfort, a former top executive and owner of Stratton Oakmont. Belfort pleaded guilty last year to money laundering and securities fraud for his role in Stratton Oakmont. He was sentenced to four years in prison and ordered to pay back $110 million to investors.
Belfort has become a government witness in two dozen cases involving his former business associates. Prousalis's lawyers tried to block Belfort's testimony. They argued that the government was opening a second front in the case, forcing Prousalis to defend himself not only against the charges involving the Busybox.com IPO but half a dozen other stock offerings too.
In mid-June, U.S. District Judge Denise L. Cote ruled that prosecutors could not put Belfort on the witness stand to make the case that Prousalis had been involved in other shady penny-stock deals. But if Prousalis took the witness stand to deny that he intended to defraud investors, she said, then the prosecutors could call Belfort to talk about other offerings.
Shortly after the ruling, Prousalis changed his plea to guilty. He is scheduled to be sentenced in September.
Prousalis is negotiating to settle a separate civil case brought by the SEC. After his guilty plea on the criminal charges, Prousalis has little chance of winning against the SEC, securities lawyers say. Standards of proof in civil cases are lower than in criminal cases, and the criminal conviction can be used as evidence against him in the civil case.
Prousalis also faces the loss of his license to practice law. Under District of Columbia Bar Association rules, disbarment is all but automatic for lawyers convicted of crimes such as fraud.
Prousalis did not wish to comment for this column, said the two lawyers who represent him, Alvin E. Entin of Fort Lauderdale, Fla., and David E. Kenner of Encino, Calif.
What became of the four local companies?
Octagon, originally an environmental consulting firm, closed in 1997 after being caught up in what turned out to be a multinational swindle to sell satellite telephones to Iran. Its stock, which once traded for $14 a share, was trading for 3 cents when it was delisted that year.
E-Net, which promoted telephone service on the Internet, changed its name to ZeroPlus Inc. and filed for liquidation in bankruptcy in February 2002. The stock peaked at $19 a share but was down to 3 cents when trading was suspended by Nasdaq in June 2001.
MVSI, once in the "robotic vision" business, became a computer consulting firm called Socrates Technologies Corp. It filed for liquidation in bankruptcy in October 2001. The stock, once worth as much as $9 a share, was delisted in 2001.
Czech Industries, organized to do business in the Czech Republic, changed its name to Eastbrokers International Inc. and then to Global Capital Partners Inc. Global's stock brokerage withdrew its registration as a broker in 2001. The stock, once worth as much as $43 a share, adjusted for splits, still trades occasionally and was last quoted by Blooomberg at o.6 cents. There is no phone listing for the company in Charlotte, its last known location. The Internet address once used by Global Capital now leads to a sex-oriented Web site.