Former Computer Associates International Inc. chairman and chief executive Sanjay Kumar has been charged with securities fraud, conspiracy and obstruction of justice in connection with a multibillion-dollar accounting scandal at the software company.
The charges were unsealed Wednesday, after the company agreed to pay $225 million to shareholders as part of a settlement that allows it to defer criminal prosecution. That agreement also settles securities fraud charges brought by the Securities and Exchange Commission.
A 10-count grand jury indictment returned Friday charges Kumar with conspiracy to obstruct justice and levies the same charges against Stephen Richards, the company's former head of worldwide sales.
Under the unusual deal to defer prosecution, an outside monitor will track Computer Associates' financial reporting for the next 18 months. Deputy Attorney General James Comey said the deferral will "give the company the opportunity to demonstrate that it has a culture that can be saved. Our focus is not on doing harm for harm's sake."
"If they don't take those steps, the consequences will be severe," Comey said.
Computer Associates Chairman Lewis S. Ranieri called the agreements "a critical step in closing this deeply troubling chapter" in the company's history.
"Some former members of CA's management engaged in illegal activity," Ranieri said. "Violations of law and ethical standards, including securities fraud, obstructing a government investigation, and lying to CA's board of directors and CA's lawyers cannot be condoned. We fully support the government's efforts to bring all responsible parties to justice."
The company had earlier offered to settle the investigation for $10 million.
Also Wednesday, the company's former general counsel, Steven Woghin, pleaded guilty in federal court to conspiracy to commit securities fraud and obstruction of justice.
Computer Associates, the world's fourth-largest software maker, restated its financial results from 2000 and 2001 in April to reflect $2.2 billion in revenue that was improperly booked. Prosecutors referred to one practice as the "35-day month" because company accountants would extend the booking of revenue in the final month of a fiscal quarter days beyond the true end of the month.
Three former executives admitted in April that they fraudulently recorded hundreds of millions of dollars worth of contracts in a conspiracy to inflate quarterly earnings. They entered guilty pleas under cooperation agreements that prosecutors called an important move toward indicting other high-ranking company executives.
Former chief financial officer Ira H. Zar, the third-highest-ranking executive after former chairman Charles B. Wang and Kumar, pleaded guilty to securities fraud and conspiracy to commit securities fraud and obstruct justice.
The company agreed Wednesday to help the government retrieve any compensation and bonuses found to be awarded based on fraudulent financial results. Three executives, including Wang and Kumar, split stock bonuses worth $1.1 billion in 1998.
According to the charges against him, Zar regularly met with high-level executives whom prosecutors described as "Executive No. 1" and "Executive No. 2." Zar conspired with the two to backdate contracts to boost the previous quarter's earnings, according to the charges. Prosecutors have declined to comment on the identities of those two executives.
The SEC said that during the company's 2000 fiscal year, Computer Associates "prematurely recognized" more than $1.4 billion in revenue from at least 116 contracts that had not yet been signed.
The Long Island company said it had billions of dollars in annual revenue in the late 1990s. Reported revenue plunged after the company changed its accounting practices in the face of increased outside scrutiny.
Computer Associates said a company audit was to be completed soon and another restatement of prior financial statements would be done if required.