UPDATE: SEC Charges 3 Canadians In $1 Million Insider-Trading Scheme

The U.S. Securities and Exchange Commission filed civil charges Wednesday against three Canadians, including the spouse of an administrative assistant in Merrill Lynch & Co.'s Canadian unit, in an insider-trading scheme that allegedly generated more than $1 million in ill-gotten gains.

The lawsuit, filed in U.S. District Court in Manhattan, alleges Michael Goodman, 36 years old, of Thornhill, Ont., learned information concerning proposed business combinations from confidential conversations with his wife, who had learned of the deals through her employment at Merrill Lynch Canada Inc. The wife has since left Merrill Lynch.

"Goodman's wife expected that her husband would keep this information confidential and believed that her husband understood that the conversations concerning those companies were confidential," the SEC said.

Goodman has settled with the SEC, agreeing to pay full disgorgement. The SEC deferred his obligation to pay because of his indigent status.

"Mr. Goodman cooperated with the commission's investigation," said John A. Freedman, Goodman's lawyer. "He is pleased to have resolved this matter and to be able to move on with his life."

Goodman, who works at a scrap metal company, allegedly shared the information with two business associates - Phillip Macdonald, a self-employed attorney and friend of Goodman's, and Martin Gollan, a scrap metal dealer, the SEC said.

Gollan, 63, and Macdonald, 48, both of North York, Ont., then purchased securities in several companies involved in deals in which Merrill acted as an adviser or provided fairness opinions.

Phone calls to Macdonald and Gollan's homes weren't immediately returned Wednesday.

The deals included Eastman Kodak Co.'s (EK) acquisition of Creo Inc., Novartis AG's (NVS) merger with Eon Labs Inc., and GameStop Corp.'s (GME) acquisition of Electronics Boutique Holdings Corp. in 2005.

Bill Halldin, a Merrill Lynch spokesman, said the company "cooperated fully" with the SEC's investigation.

-By Chad Bray, Dow Jones Newswires; 212-227-2017; [e-mail]