| UNITED STATES OF AMERICA | |
| before the | |
| SECURITIES AND EXCHANGE COMMISSION | |
| SECURITIES EXCHANGE ACT OF 1934 | |
| Release No. 66737 / April 4, 2012 | |
| ACCOUNTING AND AUDITING ENFORCEMENT | |
| Release No. 3377 / April 4, 2012 | |
| ADMINISTRATIVE PROCEEDING | |
| File No. 3-14835 | |
| : | |
| : | |
| : | |
| In the Matter of : ORDER INSTITUTING ADMINISTRATIVE | |
| : PROCEEDINGS PURSUANT TO RULE | |
| JOHN M. WILLIAMS, : 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 John M. | |
| Williams (“Respondent” or “Williams”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules | |
| of Practice.1 | |
| II. | |
| 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. | |
| 2 | |
| 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 | |
| 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. Williams, age 38, worked for Deloitte Tax LLP (“Deloitte”) in Philadelphia, | |
| Pennsylvania as a tax manager until January 2010. Williams has passed the CPA exam but does | |
| not hold a CPA license. | |
| 2. Hi-Shear Technology Corp. (“Hi-Shear”) was, at all relevant times, an | |
| issuer with its principal place of business in Torrance, California. Until its acquisition by | |
| Chemring Group PLC (“Chemring”) on November 24, 2009, Hi-Shear common stock was listed | |
| on the NYSE Amex under the ticker symbol “HSR.” Hi-Shear designs and manufactures | |
| pyrotechnic, mechanical and electronic products for the defense and aerospace industries. | |
| 3. On March 2, 2012, the Commission filed a complaint against Williams in | |
| SEC v. John M. Williams (Civil Action No. 12-1126). On March 26, 2012, the court entered an | |
| order permanently enjoining Williams, by consent, from future violations of Sections 10(b) of the | |
| Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Williams was also ordered to pay | |
| $6,803.18 in disgorgement of ill-gotten gains from his sales of stock, and $620.05 in prejudgment | |
| interest; and a $6,803.18 civil penalty. | |
| 4. The Commission’s complaint alleged, among other things, that Williams | |
| acquired nonpublic information concerning the acquisition of Hi-Shear by Chemring while | |
| providing tax services to Deloitte’s client Chemring. The Complaint also alleged that in violation | |
| of Deloitte’s policies and his employment agreement, Williams traded in the shares of Hi-Shear | |
| shortly before the September 16, 2009 announcement that Chemring would acquire Hi-Shear. The | |
| Complaint further alleged that although Deloitte required Williams to self-report his securities | |
| transactions, Williams did not report these trades, and was terminated for cause in January 2010. | |
| IV. | |
| In view of the foregoing, the Commission deems it appropriate and in the public interest to | |
| impose the sanction agreed to in Respondent Williams’ Offer. | |
| 3 | |
| Accordingly, it is hereby ORDERED, effective immediately, that: | |
| A. Williams is suspended from appearing or practicing before the Commission as an | |
| accountant. | |
| B. After five years from the date of this order, Respondent may request that the | |
| Commission consider his reinstatement by submitting an application (attention: Office of the Chief | |
| Accountant) to resume appearing or practicing before the Commission as: | |
| 1. a preparer or reviewer, or a person responsible for the preparation or review, | |
| of any public company’s financial statements that are filed with the Commission. Such an | |
| application must satisfy the Commission that Respondent’s work in his practice before the | |
| Commission will be reviewed either by the independent audit committee of the public company for | |
| which he works or in some other acceptable manner, as long as he practices before the | |
| Commission in this capacity; and/or | |
| 2. an independent accountant. Such an application must satisfy the | |
| Commission that: | |
| (a) Respondent, or the public accounting firm with which he is | |
| associated, is registered with the Public Company Accounting Oversight Board (“Board”) in | |
| accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; | |
| (b) Respondent, or the registered public accounting firm with which he | |
| is associated, has been inspected by the Board and that inspection did not identify any criticisms of | |
| or potential defects in the respondent’s or the firm’s quality control system that would indicate that | |
| the respondent will not receive appropriate supervision; | |
| (c) Respondent has resolved all disciplinary issues with the Board, and | |
| has complied with all terms and conditions of any sanctions imposed by the Board (other than | |
| reinstatement by the Commission); and | |
| (d) Respondent acknowledges his responsibility, as long as Respondent | |
| appears or practices before the Commission as an independent accountant, to comply with all | |
| requirements of the Commission and the Board, including, but not limited to, all requirements | |
| relating to registration, inspections, concurring partner reviews and quality control standards. | |
| B. The Commission will consider an application by Respondent to resume appearing | |
| or practicing before the Commission provided that his state CPA license is current and he has | |
| resolved all other disciplinary issues with the applicable state boards of accountancy. However, if | |
| state licensure is dependent on reinstatement by the Commission, the Commission will consider an | |
| application on its other merits. The Commission’s review may include consideration | |
| 4 | |
| of, in addition to the matters referenced above, any other matters relating to Respondent’s | |
| character, integrity, professional conduct, or qualifications to appear or practice before the | |
| Commission. | |
| By the Commission. | |
| Elizabeth M. Murphy | |
| Secretary | |