San Francisco, California - Donald MacCord, formerly a resident Washington State, and Shannon Doyle, a resident of Maryland, were arrested Monday for their role in an alleged conspiracy and fraud scheme, announced United States Attorney Brian J. Stretch, Federal Bureau of Investigation Special Agent in Charge John F. Bennett, and Securities and Exchange Commission-Inspector General Carl W. Hoecker.  The United States Securities and Exchange Commission (“SEC”) filed a parallel civil action against MacCord and Doyle today in the Western District of Washington.

According to the indictment, from at least 2013 to 2017, MacCord and Doyle conspired in a scheme to defraud by making misrepresentations to raise money for Digi Outdoor Media, Inc. (“Digi”), and then by misappropriating that money from Digi through an entity called Signworks, LLC (“Signworks”).  They then both concealed their misstatements and misappropriation in various ways, and obstructed the investigation of the Securities and Exchange Commission in San Francisco into their conduct.

According to the indictment unsealed today, MacCord and Doyle, both 50, were the CEO and CFO of Digi, respectively.  Digi was, and is, in the business of obtaining leases for and installing digital advertising signs.  MacCord and Doyle raised money for Digi in various ways, including by soliciting investments.  They solicited investments both directly and through other entities and individuals, including an investment advisor firm registered with the SEC and the Financial Industry Regulatory Authority (“FINRA”).  According to the indictment, MacCord and Doyle made various misrepresentations, both to the investment advisor firm and investors, including misrepresentations regarding the number of leases into which Digi had entered or had negotiated with landlords and was prepared to enter, about the number of sites “committed” for sign installation, and that the funds would be used to pay for the construction, installation, and maintenance of signs.  

MacCord and Doyle then diverted Digi funds, including money raised from investors, to Signworks, concealing their diversion with fake invoices purporting to bill Digi for work done on non-existent sites.  From Signworks, MacCord and Doyle misappropriated the funds to their own personal use.  

As part of their conspiracy to defraud, MacCord and Doyle also lied in various other ways about the number of leases Digi had obtained.  Specifically, MacCord and Doyle caused Digi to file a Form S-1 registration statement with the SEC to sell Digi shares publicly.  The registration statement overstated the number of leases into which Digi had entered and the number of sign locations for which Digi had a right to install, and it failed to disclose MacCord’s and Doyle’s self-dealing with respect to Signworks.  According to the indictment, MacCord and Doyle also misrepresented to a joint venture partner and to a public accounting firm that was auditing Digi’s financial statements in connection with the S-1 the number of leases and lease sites into which Digi had entered.  

According to the indictment, MacCord and Doyle then concealed their conspiracy to defraud and obstructed the SEC’s investigation into it.  MacCord shared falsely executed leases with several parties—the investment advisor firm, the joint venture partner, and the accounting firm.  These leases contained the forged signatures of the purported counterparties, along with various other false statements.  The day after Digi received a subpoena from the SEC, MacCord deleted some of these leases from a Dropbox folder shared with the investment advisor firm, and then produced a set of executed leases to the SEC.  Both MacCord and Doyle then testified falsely, evasively, and non-responsively in proceedings of the SEC.

MacCord and Doyle were both charged with conspiracy to commit wire fraud, in violation of 18 U.S.C. § 1349, and obstruction of official proceedings, in violation of 18 U.S.C. § 1512(c)(2).  MacCord was also charged with false writings to a government agency, in violation of 18 U.S.C. § 1001(a)(3), and destruction, alteration, or falsification of records in violation of 18 U.S.C. § 1519. 

An indictment merely alleges that crimes have been committed, and all defendants are presumed innocent until proven guilty beyond a reasonable doubt.  If convicted, the maximum penalty for each count of conspiracy to commit wire fraud, obstruction of official proceedings, and destruction, alteration, or falsification of records in federal investigations is twenty years’ imprisonment and a $250,000 fine.  The maximum penalty for each count of false writings to a government agency five years’ imprisonment and a $250,000 fine.  Any sentence following conviction would be imposed by the court only after consideration of the U.S. Sentencing Guidelines and the federal statute governing the imposition of a sentence, 18 U.S.C. § 3553.

MacCord surrendered to FBI custody today in Seattle, Washington, and Doyle surrendered to FBI custody today in Greenbelt, Maryland.  Both made appearances in court and were released.  Doyle is scheduled to appear on December 15, 2017, at 9:30 a.m., and MacCord on December 18, 2017, at 9:30 a.m., both in San Francisco, before U.S. Magistrate Judge Elizabeth D. Laporte, for arraignment.

Assistant U.S. Attorney Benjamin Kingsley is prosecuting the case with the assistance of Claudia Hyslop and Bridget Kilkenny.  The prosecution is the result of an investigation by the Federal Bureau of Investigation and the SEC-Office of the Inspector General.