Finra today announced that its National Adjudicatory Council (NAC) has expelled Kirlin Securities of Syosset, NY, (a wholly owned subsidiary of Kirlin Holding Corporation, nka Zen Holdings Corp.) and barred two Kirlin officials - Anthony Kirincic, the firms' co-CEO and largest shareholder, and Andrew Israel, Kirlin's head trader - from the securities industry for engaging in a manipulative trading scheme to artificially inflate the price of Kirlin Holding stock, which was then trading on the Nasdaq National Market (KILN, now ZNHL.PK in the Pink Sheets).
The NAC found that the purpose of the scheme was to increase the price of KILN to $1.00 a share or higher for 10 consecutive trading days, thereby avoiding a delisting from the Nasdaq National Market. The NAC also found that Kirincic forged his parents' signatures on stock certificates and other documents, in part, to generate funds to carry out the manipulation scheme. Additionally, the NAC found that Kirlin Securities, Israel and David Lindner, then the co-CEO of Kirlin Holding and Kirlin Securities, failed to obtain best execution on a customer order of KILN during the same period.
The NAC suspended Lindner for one year, ordered that he make restitution to the customer and that he retake and pass qualification examinations to remain registered as a broker.
According to the NAC ruling, Kirincic learned in February 2002 that KILN would be delisted from the Nasdaq National Market unless, within 90 days, its stock price increased to and remained above $1.00 per share for 10 consecutive trading days. In response, Kirincic and Israel began a scheme to increase the stock price of KILN by entering large and frequent purchase orders through Kirincic's sister's account, which Kirincic controlled, at prices in excess of the inside bid. After placing orders, Kirincic often cancelled those that had been only partially filled and replaced them with successively higher priced purchase orders in an effort to bid up the price of the security.
During the manipulative period, more than 90 percent of the total volume of KILN trades was executed at Kirlin or by other firms in connection with orders for Kirincic's relatives or other Kirlin customers. Kirlin was therefore found to have dominated and controlled the thinly traded market for KILN during the period of manipulation.
Their scheme succeeded in raising the price of Kirlin Holding's common stock from 64 cents per share on March 18, 2002, to more than $1.00 per share on April 2, 2002, despite an absence of any news or other apparent reason for the company's stock price to increase. After April 2, 2002, Kirlin, Kirincic and Israel successfully maintained KILN's price at or over $1.00 per share for at least 10 trading days, using the same manipulative methods. On April 18, 2002, Nasdaq informed Kirlin Holding that it had satisfied the market's listing requirements by having its stock price exceed $1.00 for 10 consecutive trading days and therefore the stock would not be delisted.
The NAC also found that on April 22, 2002, while KILN was still trading at more than $1.00 per share, Kirlin Securities, through Lindner and Israel, executed a sale of a customer's shares in KILN at $.80 per share in a transaction with Kirlin Holding. At the time of this trade, the inside bid for the stock was $1.04 per share and two of Kirincic's own relatives had sold their Kirlin Holding's stock for $1.05 per share. The NAC ruled that this violated the obligation for the firm, Lindner and Israel to achieve best execution for their customer's order.
In January 2005, Kirlin Holding ceased having its stock listed on Nasdaq Stock Market and ceased filing periodic reports under the federal securities laws. In August 2008, Kirlin Holding changed its name to Zen Holdings Corp. and changed its stock symbol to ZNHL. Its stock is currently quoted in the Pink Sheets.
The NAC ruling upholds a November 2007 ruling by a FINRA Hearing Panel expelling the firm and barring Kirincic and Israel. The NAC's decision reduced the sanction for Lindner from a permanent bar to a one-year suspension, payment of restitution and requalification as a broker. FINRA's Enforcement Department first brought the charges in this matter in November 2005.
The NAC is a 14-person committee composed of seven industry and seven non-industry members that decides appeals from disciplinary, membership and exemptions decisions and rules on statutory disqualification applications. The NAC decision is the final decision of FINRA. The Securities and Exchange Commission (SEC) may review and modify FINRA's findings and sanctions. The parties have 30 days from receipt of the decision to file an appeal with the SEC.
Kirlin, Kirincic, Israel and Lindner have appealed the decision to the SEC. The sanctions against the firm and individuals remain in effect pending an SEC ruling.