| UNITED STATES OF AMERICA | |
| before the | |
| SECURITIES AND EXCHANGE COMMISSION | |
| SECURITIES EXCHANGE ACT OF 1934 | |
| Release No. 66353 / February 7, 2012 | |
| ACCOUNTING AND AUDITING ENFORCEMENT | |
| Release No. 3366 / February 7, 2012 | |
| ADMINISTRATIVE PROCEEDING | |
| File No. 3-14754 | |
| : | |
| : | |
| : | |
| In the Matter of : ORDER INSTITUTING ADMINISTRATIVE | |
| : PROCEEDINGS PURSUANT TO RULE | |
| SHAUN P. WHITELEY, : 102(e) OF THE COMMISSION’S RULES OF | |
| : PRACTICE, MAKING FINDINGS, AND | |
| Respondent. : IMPOSING REMEDIAL SANCTIONS | |
| : | |
| : | |
| ____________________________________ : | |
| I. | |
| The Securities and Exchange Commission (“Commission”) deems it appropriate and in the | |
| public interest that public administrative proceedings be, and hereby are, instituted against Shaun | |
| Whiteley (“Respondent” or “Whiteley”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules | |
| of Practice.1 | |
| II. | |
| In anticipation of the institution of these proceedings, Respondent has submitted an Offer | |
| of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the | |
| 1 Rule 102(e)(3)(i) provides, in relevant part, that: | |
| The Commission, with due regard to the public interest and without preliminary hearing, may, by order, . . . | |
| suspend from appearing or practicing before it any . . . accountant . . . who has been by name . . . permanently | |
| enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the | |
| Commission, from violating or aiding and abetting the violation of any provision of the Federal securities laws or of | |
| the rules and regulations thereunder. | |
| purpose of these proceedings and any other proceedings brought by or on behalf of the | |
| Commission, or to which the Commission is a party, and without admitting or denying the findings | |
| herein, except as to the Commission’s jurisdiction over him and the subject matter of these | |
| proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent | |
| consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) | |
| of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions | |
| (“Order”), as set forth below. | |
| III. | |
| On the basis of this Order and Respondent’s Offer, the Commission finds that: | |
| 1. Symmetry Medical, Inc. (“Symmetry”), is a Delaware corporation | |
| headquartered in Warsaw, Indiana. A manufacturer of medical implants and instruments as well | |
| as aerospace industry products, Symmetry’s subsidiaries include Symmetry Medical Sheffield | |
| LTD, f/k/a Thornton Precision Components, Limited (“TPC”). Since 2003, TPC’s financial data | |
| has been consolidated into Symmetry’s financial statements filed with the Commission. Since | |
| December 2004, Symmetry’s common stock has been registered with the Commission pursuant to | |
| Section 12(b) of the Exchange act and listed on the New York Stock Exchange. | |
| 2. Whiteley, age 45 and a citizen of the United Kingdom, was employed as a | |
| management accountant at TPC from 1997 to October 2006. Whiteley returned to TPC to assist | |
| with TPC’s quarterly inventories in December 2006, March 2007 and June 2007. | |
| 3. On February 1, 2012, a final judgment was entered by consent against | |
| Whiteley, permanently enjoining him from future violations of Sections 10(b) and 13(b)(5) of the | |
| Securities Exchange Act of 1934 (“Exchange Act”) and Rules 10b-5 and 13b2-1 thereunder, and | |
| from aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange | |
| Act and Rules 12b-20, 13a-1 and 13a-13, in the civil action styled, Securities and Exchange | |
| Commission v. Shaun Whiteley, et al. (“SEC v. Whiteley”) (Civil Action No. 3:12cv60), in the | |
| United States District Court for the Northern District of Indiana. | |
| 4. The Commission’s complaint in SEC v. Whiteley alleged, among other | |
| things, that as a management accountant at TPC, Whiteley was responsible for TPC’s stock | |
| valuations and oversaw TPC’s physical inventories; that, between at least 2003 and June 2007, | |
| Whiteley knowingly participated in TPC’s manipulation of its financial accounts; that these | |
| manipulations included pre-booking sales revenues, booking fictitious sales revenues, | |
| understating cost of revenues, and creating fictitious work-in-process inventories; that Whiteley | |
| knew (i) that the foregoing manipulations did not conform to US Generally Accepted | |
| Accounting Principles, (i) that the foregoing manipulations materially impacted TPC’s financial | |
| statements, (iii) that TPC’s financial statements were consolidated into Symmetry’s financial | |
| statements and (iv) that Symmetry was a US publicly traded company; and that Whiteley took | |
| significant steps to deceive Symmetry’s internal and external auditors concerning the foregoing | |
| manipulations, including (i) falsification of TPC’s inventory listing to provide apparent support | |
| 2 | |
| for TPC’s manipulated inventory counts and (ii) falsely stating that certain documents were not | |
| available. | |
| IV. | |
| In view of the foregoing, the Commission deems it appropriate and in the public interest to | |
| impose the sanction agreed to in Respondent Whiteley’s Offer. | |
| Accordingly, it is hereby ORDERED, effective immediately, that Whiteley is suspended | |
| from appearing or practicing before the Commission as an accountant. | |
| By the Commission. | |
| E l i z a b e t h M . M u r p h y | |
| S e c r e t a r y | |
| 3 | |