Add files using upload-large-folder tool

raw/aaer/2009/AAER-2915.txt

@@ -0,0 +1,81 @@
+UNITED STATES OF AMERICA 
+BEFORE the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 59205 / January 6, 2009 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 2915 / January 6, 2009 
+ADMINISTRATIVE PROCEEDING                                                                                                
+FILE NO. 3-13326 
+In the Matter of 
+     PAVLOS MELETIOU, CERTIFIED 
+ACCOUNTANT   
+Respondent. 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE PROCEEDINGS 
+AND IMPOSING TEMPORARY 
+SUSPENSION PURSUANT TO RULE 
+102(e)(3) OF THE COMMISSION’S 
+RULES OF PRACTICE
+ I. 
+The Securities and Exchange Commission ( “Commission”) deems it appropriate and in 
+the public interest that public administrative proceedings be, and hereby are, instituted pursuant 
+to Rule 102(e)(3)1 of the Commission’s Rules of Practice against Pavlos Meletiou (“Respondent” 
+or “Meletiou”). 
+II. 
+The Commission finds that: 
+A. RESPONDENT 
+1. Meletiou was a partner of the accounting firm PKF Cyprus while 
+AremisSoft Corporation (“AremisSoft”) was a public company.  He was responsible for the 
+  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, … su spend from appearing or practicing before it any … a ccountant … 
+who has been by name … pe rmanently 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. 
+1
+audits and reviews of AremisSoft subsidiaries that PKF Cyprus conducted.  He was a certified 
+accountant in Cyprus. He is a citizen of Cyprus, where he currently resides. 
+B. CIVIL INJUNCTION 
+2. On September 23, 2008, the U.S. District Court for the Southern District 
+of New York entered a final default judgment against Meletiou, permanently enjoining him from 
+future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the 
+Securities Exchange Act of 1934 (“Exchange Act”) and Exchange Act Rule 10b-5 and from 
+aiding and abetting future violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the 
+Exchange Act, and Exchange Act Rules 12b-20, 13a-1 and 13b2-1. Securities and Exchange 
+Commission v. Savvides & Partners/PKF Cyprus, Pavlos Meletiou, et. al., 06 CV 2223 (CSH) 
+(S.D.N.Y.) 
+3. The Commission’s complaint, filed March 21, 2006, alleged, among other 
+things, that Meletiou signed unqualified audit reports on behalf of PKF Cyprus, a Cyprus-based 
+accounting firm, for AremisSoft subsidiaries in 1999 and 2000 that falsely stated that the audits 
+were conducted in accordance with U.S. Generally Accepted Auditing Standards (“GAAS”) and 
+that the AremisSoft subsidiaries’ financial statements were fairly presented in conformity with 
+U.S. Generally Accepted Accounting Principles (“GAAP”).  The complaint further alleged that 
+Meletiou was responsible for the audits and reviews of the AremisSoft subsidiaries and that he 
+attended meetings with senior AremisSoft executives in which the AremisSoft financial fraud 
+was openly discussed. 
+III. 
+Based upon the foregoing, the Commission finds that a court of competent jurisdiction 
+has permanently enjoined Meletiou from violating the Federal securities laws within the meaning 
+of Rule 102(e)(3)(i)(A) of the Commission’s Rules of Practice.  In view of these findings, the 
+Commission deems it appropriate and in the public interest that Meletiou be temporarily 
+suspended from appearing or practicing before the Commission as an accountant. 
+IT IS HEREBY ORDERED that Meletiou be, and hereby is, temporarily suspended from 
+appearing or practicing before the Commission as an accountant.  This Order shall be effective 
+upon service on the Respondent. 
+IT IS FURTHER ORDERED that Meletiou may within thirty days after service of this 
+Order file a petition with the Commission to lift the temporary suspension.  If the Commission 
+within thirty days after service of the Order receives no petition, the suspension shall become 
+permanent pursuant to Rule 102(e)(3)(ii). 
+If a petition is received within thirty days after service of this Order, the Commission 
+shall, within thirty days after the filing of the petition, either lift the temporary suspension, or set 
+the matter down for hearing at a time and place to be designated by the Commission, or both.  If 
+a hearing is ordered, following the hearing, the Commission may lift the suspension, censure the 
+2
+
+petitioner, or disqualify the petitioner from appearing or practicing before the Commission for a 
+period of time, or permanently, pursuant to Rule 102(e)(3)(iii). 
+This Order shall be served upon Meletiou by registered mail at his last known address. 
+By the Commission. 
+       Elizabeth M. Murphy 
+       S ecretary 
+3

raw/aaer/2009/AAER-2916.txt

@@ -0,0 +1,84 @@
+UNITED STATES OF AMERICA 
+BEFORE the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 59206 / January 6, 2009 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 2916 / January 6, 2009 
+ADMINISTRATIVE PROCEEDING                                                                                                
+FILE NO. 3-13327 
+In the Matter of 
+R.K. DHAWAN & CO. 
+Respondent. 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE PROCEEDINGS 
+AND IMPOSING TEMPORARY 
+SUSPENSION PURSUANT TO RULE 
+102(e)(3) OF THE COMMISSION’S 
+RULES OF PRACTICE
+ I. 
+The Securities and Exchange Commission ( “Commission”) deems it appropriate and in 
+the public interest that public administrative proceedings be, and hereby are, instituted pursuant 
+to Rule 102(e)(3)1 of the Commission’s Rules of Practice against R.K. Dhawan & Co. 
+(“Respondent” or “Dhawan & Co.”). 
+II. 
+The Commission finds that: 
+A. RESPONDENT 
+1. Dhawan & Co. is an accounting firm with offices in New Delhi, India and 
+Bangalore, India. R.K. Dhawan, a chartered accountant in India, is the founding partner of 
+  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, … su spend from appearing or practicing before it any … a ccountant … 
+who has been by name … pe rmanently 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. 
+1
+Dhawan & Co. He was responsible for the reviews and audits of AremisSoft Corporation 
+subsidiaries conducted by Dhawan & Co. 
+III. 
+B. CIVIL INJUNCTION 
+1. On September 23, 2008, the U.S. District Court for the Southern District 
+of New York entered a final default judgment against Dhawan & Co., permanently enjoining it 
+from future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the 
+Securities Exchange Act of 1934 (“Exchange Act”) and Exchange Act Rule 10b-5 and from 
+aiding and abetting future violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the 
+Exchange Act, and Exchange Act Rules 12b-20, 13a-1 and 13b2-1. Securities and Exchange 
+Commission v. Savvides & Partners/PKF Cyprus, Pavlos Meletiou, et. al., 06 CV 2223 (CSH) 
+(S.D.N.Y.). 
+2. The Commission’s complaint alleged, among other things, that Dhawan 
+and Co. issued audit reports on nine AremisSoft subsidiaries in 2000 signed by its partner 
+Dhawan that falsely stated that the audits were conducted in accordance with U.S. Generally 
+Accepted Auditing Standards (“GAAS”) and that the AremisSoft subsidiaries’ financial 
+statements were presented in conformity with U.S. Generally Accepted Accounting Principles 
+(“GAAP”). The complaint further alleged that the companies’ false financial statements were 
+included as part of AremisSoft’s consolidated financial statements filed with AremisSoft’s year 
+2000 Form 10-K.  The complaint alleged that five of the nine companies were never in fact 
+acquired by AremisSoft and four were shells with insignificant assets, revenues, and income.  
+The complaint also alleged that Dhawan had no training or experience in U.S. GAAS or U.S. 
+GAAP. 
+III. 
+Based upon the foregoing, the Commission finds that a court of competent jurisdiction 
+has permanently enjoined Dhawan & Co. from violating the Federal securities laws within the 
+meaning of Rule 102(e)(3)(i)(A) of the Commission’s Rules of Practice.  In view of these 
+findings, the Commission deems it appropriate and in the public interest that Dhawan & Co. be 
+temporarily suspended from appearing or practicing before the Commission as an accountant. 
+IT IS HEREBY ORDERED that Dhawan & Co. be, and hereby is, temporarily suspended 
+from appearing or practicing before the Commission as an accountant.  This Order shall be 
+effective upon service on the Respondent. 
+IT IS FURTHER ORDERED that Dhawan & Co. may within thirty days after service of 
+this Order file a petition with the Commission to lift the temporary suspension.  If the 
+Commission within thirty days after service of the Order receives no petition, the suspension 
+shall become permanent pursuant to Rule 102(e)(3)(ii). 
+If a petition is received within thirty days after service of this Order, the Commission 
+shall, within thirty days after the filing of the petition, either lift the temporary suspension, or set 
+2
+
+the matter down for hearing at a time and place to be designated by the Commission, or both.  If 
+a hearing is ordered, following the hearing, the Commission may lift the suspension, censure the 
+petitioner, or disqualify the petitioner from appearing or practicing before the Commission for a 
+period of time, or permanently, pursuant to Rule 102(e)(3)(iii). 
+This Order shall be served upon Dhawan & Co. by registered mail at its last known 
+address. 
+By the Commission. 
+       Elizabeth M. Murphy 
+       S ecretary 
+3

raw/aaer/2009/AAER-2917.txt

@@ -0,0 +1,1370 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Savvides & Partners/PKF Cyprus, Pavlos Meletiou, R.K. Dhawan and Co., and R.K. Dhawan 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/504771","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Savvides & Partners/PKF Cyprus, Pavlos Meletiou, R.K. Dhawan and Co., and R.K. Dhawan
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Savvides & Partners/PKF Cyprus, Pavlos Meletiou, R.K. Dhawan and Co., and R.K. Dhawan
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                   U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20843 / January 6, 2009 
+
+  Securities and Exchange Commission v. Savvides & Partners/PKF Cyprus,
+Pavlos Meletiou, R.K. Dhawan and Co., and R.K. Dhawan , Civil Action No. 06 CV 2223 (S.D.N.Y.) 
+
+ FINAL DEFAULT JUDGMENTS ENTERED AGAINST DEFENDANTS PAVLOS MELETIOU, R.K. DHAWAN AND CO. AND R.K. DHAWAN IN CONNECTION WITH THEIR AUDITS OF AREMISSOFT CORPORATION; EACH SUSPENDED FROM PRACTICING OR APPEARING BEFORE THE COMMISSION AS ACCOUNTANTS IN RELATED ADMINISTRATIVE PROCEEDINGS 
+
+ On September 23, 2008, the Honorable Charles S. Haight, Jr., of the United States District Court for the Southern District of New York, entered final default judgments against Pavlos Meletiou ("Meletiou") R.K. Dhawan and Co. ("Dhawan and Co."), and R.K. Dhawan ("Dhawan") in connection with their audits of AremisSoft Corporation ("AremisSoft"), a software company that went bankrupt in March 2002. In addition to permanent injunctions entered against each of the three defendants, Meletiou and Dhawan were each ordered to pay a civil penalty of $120,000, and Dhawan and Co. and Dhawan were held jointly liable for disgorgement of $24,488.96 plus prejudgment interest of $14,781.76. On January 6, 2009, based on the entry of the final default judgments entered against Meletiou, Dhawan and Co., and Dhawan, the Commission instituted administrative proceedings against Meletiou, Dhawan and Co., and Dhawan, temporarily suspending each from practicing or appearing before the Commission as accountants pursuant to Rule 102(e)(3) of the Commission's Rules of Practice. 
+
+ The Commission's complaint, filed March 21, 2006, alleged, among other things, that Meletiou signed unqualified audit reports on behalf of PKF Cyprus, a Cyprus-based accounting firm, for AremisSoft subsidiaries in 1999 and 2000 that falsely stated that the audits were conducted in accordance with U.S. Generally Accepted Auditing Standards ("GAAS") and that the AremisSoft subsidiaries' financial statements were fairly presented in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). The complaint further alleged that Meletiou was responsible for the audits and reviews of the AremisSoft subsidiaries and that he attended meetings with senior AremisSoft executives in which the AremisSoft financial fraud was openly discussed. 
+
+ The complaint further alleged that Dhawan and Co., an Indian-based accounting firm, issued audit reports on nine AremisSoft subsidiaries in 2000 signed by its partner R.K. Dhawan that falsely stated that the audits were conducted in accordance with U.S. GAAS and the financial statements were presented in accordance with U.S. GAAP and that the companies' false financial statements were included as part of AremisSoft's consolidated financial statements filed with AremisSoft's year 2000 Form 10-K. The complaint alleged that five of the nine companies were never in fact acquired by AremisSoft and four were shells with insignificant assets, revenues, and income. 
+
+ The final judgments permanently enjoin Meletiou, Dhawan and Co., and Dhawan from future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Exchange Act Rule 10b-5 and from aiding and abetting future violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, and Exchange Act Rules 12b-20, 13a-1 and 13b2-1. 
+
+ For additional information, see Litigation Release Nos.  19622  (March 22, 2006) and  20527  (April 15, 2008).  
+
+ 
+ 
+  
+ 
+      
+                                   
+               
+     
+
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2918.txt

@@ -0,0 +1,84 @@
+UNITED STATES OF AMERICA  
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934  
+Release No. 59224 / January 9, 2009 
+ACCOUNTING AND AUDITING ENFORCEMENT  
+Release No. 2918 / January 9, 2009 
+ADMINISTRATIVE PROCEEDING  
+File No. 3-11887 
+: ORDER GRANTING APPLICATION FOR 
+: REINSTATEMENT TO APPEAR AND PRACTICEIn the Matter of : BEFORE THE COMMISSION AS AN ACCOUNTANT 
+: RESPONSIBLE FOR THE PREPARATION OR Debra McClister, CPA  : REVIEW OF FINANCIAL STATEMENTS REQUIRED 
+: TO BE FILED WITH THE COMMISSION 
+On April 7, 2005, Debra McClister, CPA (“McClister”) was denied the privilege of 
+appearing or practicing as an accountant before the Commission as a result of settled public 
+administrative proceedings instituted by the Commission against McClister pursuant to Rule 
+102(e) of the Commission's Rules of Practice.1  McClister consented to the entry of the order 
+without admitting or denying the findings therein.  This order is issued in response to 
+McClister’s application for reinstatement to appear and practice before the Commission as an 
+accountant responsible for the preparation or review of financial statements required to be filed 
+with the Commission. 
+In 2000, Mail.com, Inc. (“EasyLink”)2 improperly recognized and reported advertising 
+revenue from barter transactions because it failed to comply with Generally Accepted 
+Accounting Principles, as set forth in Emerging Issues Task Force Issue No. 99-17, “Accounting 
+for Advertising Barter Transactions” (“EITF 99-17”), which became effective on January 20, 
+2000. EITF 99-17 generally permits recognition of revenue and expense from barter transactions 
+only if the fair value of advertising surrendered in a barter transaction can be determined based 
+on a company’s comparable cash transactions in the prior six months.  In 2000, McClister, who 
+served as EasyLink’s Executive Vice President and Chief Financial Officer, was unaware of 
+EITF 99-17, and thus failed to apply it to the company’s barter transactions.  By failing to 
+1 See Accounting and Auditing Enforcement Release No. 2227 dated April 7, 2005.  McClister was permitted,
+pursuant to the order, to apply for reinstatement after two years upon making certain showings. 
+2 In April 2001, Mail.com, Inc. changed its name to EasyLink Services Corporation.  In order to maintain
+consistency with the April 7, 2005 order, the company is referred to as EasyLink herein. 
+
+comply with EITF 99-17, EasyLink overstated its revenue for fiscal 2000 by $4.85 million, or 
+8.6% of total revenue. EasyLink also overstated its revenue for the third quarter of 2000 by 
+16.1%. EasyLink reported its overstated revenue figures in its 2000 Form 10-K and its Form 10-
+Q for the third quarter of 2000.  McClister participated in the payment arrangements for some of 
+the barter transactions, and failed to account for the barter deals properly. She prepared and/or 
+signed EasyLink’s Form 10-K and Form 10-Q that included the overstated barter revenue. 
+In her capacity as a preparer or reviewer, or as a person responsible for the preparation or 
+review, of financial statements of a public company to be filed with the Commission, McClister 
+attests that she will undertake to have her work reviewed by the independent audit committee of 
+any company for which she works, or in some other manner acceptable to the Commission, 
+while practicing before the Commission in this capacity.  McClister is not, at this time, seeking 
+to appear or practice before the Commission as an independent accountant.  If she should wish to 
+resume appearing and practicing before the Commission as an independent accountant, she will 
+be required to submit an application to the Commission showing that she has complied and will 
+comply with the terms of the original order, which denied her privilege of appearing and 
+practicing before the Commission as an accountant, in this regard.  Therefore, the denial of 
+McClister’s privilege of appearing or practicing before the Commission as an independent 
+accountant continues in effect until the Commission determines that a sufficient showing has 
+been made in this regard in accordance with the terms of the original order. 
+Rule 102(e)(5) of the Commission’s Rules of Practice governs applications for 
+reinstatement, and provides that the Commission may reinstate the privilege to appear and 
+practice before the Commission “for good cause shown.”3  This “good cause” determination is 
+necessarily highly fact specific. 
+On the basis of information supplied, representations made, and undertakings agreed to 
+by McClister, it appears that she has complied with the terms of the April 7, 2005 order denying 
+her the privilege of appearing or practicing before the Commission as an accountant, that no 
+information has come to the attention of the Commission relating to her character, integrity, 
+professional conduct or qualifications to practice before the Commission that would be a basis 
+for adverse action against her pursuant to Rule 102(e) of the Commission's Rules of Practice, and 
+that McClister, by undertaking to have her work reviewed by the independent audit committee of 
+any company for which she works, or in some other manner acceptable to the Commission, in 
+her practice before the Commission as a preparer or reviewer of financial statements required to 
+be filed with the Commission, has shown good cause for reinstatement.  Therefore, it is 
+accordingly, 
+3 Rule 102(e)(5)(i) provides: 
+“An application for reinstatement of a person permanently suspended or disqualified under paragraph (e)(1) or (e)(3) 
+of this section may be made at any time, and the applicant may, in the Commission’s discretion, be afforded a 
+hearing; however, the suspension or disqualification shall continue unless and until the applicant has been reinstated 
+by the Commission for good cause shown.” 17 C.F.R. § 201.102(e)(5)(i). 
+2
+
+ORDERED pursuant to Rule 102(e)(5)(i) of the Commission's Rules of Practice that 
+Debra McClister, CPA is hereby reinstated to appear and practice before the Commission as an 
+accountant responsible for the preparation or review of financial statements required to be filed 
+with the Commission. 
+By the Commission. 
+Elizabeth M. Murphy 
+Secretary 
+3

raw/aaer/2009/AAER-2919.txt

@@ -0,0 +1,1371 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Urs Kamber, Stephan Husi and Richard Jon May 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/504856","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Urs Kamber, Stephan Husi and Richard Jon May
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Urs Kamber, Stephan Husi and Richard Jon May
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20860 / January 21, 2009 
+
+ Accounting and Auditing Enforcement Release No.  2919 / January 21, 2009 
+
+  SEC v. Urs Kamber, Stephan Husi and Richard Jon May , Civil Action No. 1:07-CV-01867 (JDB) (D.D.C.) 
+
+ Former Centerpulse Head of Corporate Planning and Controlling Settles Fraud Charges With SEC 
+
+ On January 21, 2009, the Securities and Exchange Commission announced that Stephan Husi, the former Head of Corporate Planning and Controlling of Centerpulse Ltd., agreed to settle the Commission's charges against him arising from his alleged involvement in the fraudulent inflation of Centerpulse's income in the third and fourth quarters of 2002. Without admitting or denying the Commission's allegations against him, Husi has consented to the entry of a final judgment in the Commission's litigation pending in the U.S. District Court for the District of Columbia. The final judgment, which is subject to approval by the Honorable John D. Bates, orders Husi to pay a $30,000 civil penalty, $14,216 in disgorgement, and $5,868 in prejudgment interest. The final judgment also bars Husi for five years from acting as an officer or director of any public company that has securities registered with, or is required to file reports with, the Commission, and permanently enjoins him from violating the antifraud and falsification of books and records provisions of the federal securities laws - Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act), and Exchange Act Rules 10b-5 and 13b2-1 - and from aiding and abetting violations of the antifraud, reporting, books and records and internal controls provisions of the federal securities laws - Exchange Act Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B), and Exchange Act Rules 10b-5, 12b-20, 13a-1 and 13a-16. 
+
+ As part of this settlement, and following the entry of the proposed final judgment against him, Husi (who holds a certificate as a Swiss Certified Expert for Accounting and Controlling) has consented, without admitting or denying the Commission's allegations against him, to the issuance of an administrative order pursuant to Rule 102(e) of the Commission's Rules of Practice, suspending him from appearing or practicing before the Commission as an accountant, with the right to apply for reinstatement after five years. 
+
+ The Commission's complaint alleges that Husi, along with two other former Centerpulse executives, (1) fraudulently inflated Centerpulse's third quarter 2002 income by improperly deferring recognition of a $25 million expense, refusing to write down $3.4 million in costs associated with an impaired asset, and approving $3.6 million in improper reserve adjustments; and (2) fraudulently inflated Centerpulse's fourth quarter and fiscal 2002 income by refusing to increase a reserve to cover at least $18 million in liabilities, improperly using anticipated refund credits to offset another $5 million in expenses, and again refusing to write down $3.4 million in costs associated with an impaired asset. 
+
+ The Commission previously reached a settlement in this litigation with Urs Kamber, Centerpulse's former Chief Financial Officer.  See  Litigation Release No.  20605  (May 30, 2008) / Accounting and Auditing Enforcement Release No. 2835 (May 30, 2008). The Commission also previously reached administrative settlements with Dennis L. Hynson, CPA, Christopher W. Kelford and Paula J. Norbom, CPA, the former vice presidents of finance for Centerpulse's three U.S. divisions, who consented to the entry of cease-and-desist orders relating to improper accounting decisions they made during the third quarter of 2002.  See  Administrative Proceeding No. 3-13047 / Accounting and Auditing Enforcement Release No. 2832 / Release No.  57889  (May 30, 2008); Administrative Proceeding No. 3-13048 / Accounting and Auditing Enforcement Release No. 2833 / Release No.  57890  (May 30, 2008); and Administrative Proceeding No. 3-13049 / Accounting and Auditing Enforcement Release No. 2834 / Release No.  57891  (May 30, 2008). 
+
+ The Commission's litigation against Richard May, the former group vice president of finance, tax counsel and treasurer of Centerpulse USA Holding Company, is ongoing.  See  Litigation Release No.  20336  (October 17, 2007) / Accounting and Auditing Enforcement Release No. 2741 (October 17, 2007). 
+
+ 
+ 
+  
+ 
+      
+                                   
+               
+     
+
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2920.txt

@@ -0,0 +1,188 @@
+UNITED STATES OF AMERICA 
+ Be fore the 
+ SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 59277 / January 22, 2009 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 2920 January 22, 2009 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13347 
+In the Matter of  
+     Cablevision Systems Corporation, 
+Respondent. 
+ORDER INSTITUTING CEASE-AND-DESIST 
+PROCEEDINGS PURSUANT TO SECTION 
+21C OF THE SECURITIES EXCHANGE ACT 
+OF 1934, MAKING FINDINGS, AND 
+IMPOSING A CEASE-AND-DESIST ORDER 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
+and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
+Exchange Act of 1934 (“Exchange Act”), against Cablevision Systems Corporation (“Cablevision” 
+or “Respondent”). 
+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 
+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 Respondent and the subject matter of these 
+proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
+and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
+Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 
+Summary 
+1. Cablevision Systems Corporation is a Delaware corporation located in Bethpage, 
+New York.  It is a diversified entertainment and telecommunications company with a market 
+capitalization of approximately $8.05 billion in 2007 and 2007 annual revenues of $6.484 billion.  
+Cablevision’s stock is registered under Section 12(b) of the Exchange Act and is listed on the New 
+York Stock Exchange. 
+2. Rainbow Media Holdings, Inc. (“Rainbow”), during the relevant period, was a 
+subsidiary of Cablevision that owned interests in and managed national and regional entertainment 
+programming networks, the Madison Square Garden sports and entertainment business and cable 
+television advertising sales companies. At all relevant times, the financial statements of Rainbow 
+and its majority-owned businesses were consolidated into Cablevision’s financial reports. 
+3. From at least 1999 through mid-2003, contrary to Generally Accepted Accounting 
+Principles (“GAAP”), Cablevision recognized certain costs as current expenses when, in fact, the 
+costs should not have been recognized in those periods.  These improper “prepays,” as the practice 
+was referred to, occurred because certain Cablevision managers and employees, most significantly 
+within Rainbow, falsified invoices and other documents in order to accrue expenses earlier than 
+when they in fact should have been accrued.  These improperly recognized expenses were reflected 
+in Cablevision’s books, records and accounts and caused Cablevision to overstate expenses in 
+earlier fiscal periods, and understate expenses in later periods. 
+4. Separately, from at least 2000 through late 2003, contrary to GAAP, Cablevision 
+improperly recognized payments known as launch and marketing support (hereinafter collectively 
+“launch support”), which were paid to Cablevision by television program vendors for advertising 
+and marketing campaigns to attract viewers to the vendors’ programs.  These errors occurred in 
+and directly affected financial reporting for Cablevision’s cable distribution business.  The 
+improper timing of the recognition of launch support was reflected in Cablevision’s books, records 
+and accounts and caused Cablevision to reduce expenses in the periods in which launch support 
+was improperly recognized and correspondingly increase expenses in the periods when the launch 
+support should have been recognized.   
+5. The improper recognition of prepays and launch support payments caused 
+Cablevision’s reports to the Commission to be materially inaccurate.  These errors, among others, 
+The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on 
+any other person or entity in this or any other proceeding. 
+2
+1 
+caused Cablevision in 2004 to restate its financial statements for the years 2000 through 2002 and 
+for the nine months ended September 30, 2003.  The improper recognition of prepaid expenses and 
+launch support payments in Cablevision’s books and records was possible because during the 
+relevant period Respondent lacked sufficiently robust internal controls. 
+Improper Prepays 
+6. Cablevision delegated to the corporation’s individual business units the authority to 
+incur expenses and authorize payments.  A corporate, centralized accounting department recorded 
+expenses in Cablevision’s books and records and issued checks for payments.  Cablevision’s 
+accounting department, however, had little direct knowledge of the type of details discussed below 
+at a business unit level. Internal accounting procedures merely called for recognition of expenses 
+and requests for payment of expenses to be reported to the accounting department on a 
+standardized “authorization for payment” form (“APF”), signed by the appropriate level business 
+unit manager, with evidence of the expense, such as an invoice, attached.  These controls, however, 
+were not sufficient to prevent the manipulation of expense recognition that occurred.   
+7. Certain Cablevision employees and managers for years were able to defeat 
+Cablevision’s internal accounting controls using methods that were neither particularly devious nor 
+sophisticated.  For example, some employees submitted counterfeit invoices to Cablevision’s 
+accounting department that were of noticeably poor quality, and were different in appearance from 
+legitimate invoices.  Certain Cablevision employees also asked vendors to submit false, vague or 
+misdated invoices for services not yet provided.  These invoices were used to submit fraudulent 
+APFs to Cablevision’s accounting department in support of early expense recognition and 
+payments. In addition, Cablevision checks were sometimes sent to the business unit from which a 
+counterfeit or false invoice originated, ostensibly for delivery to the vendor by an employee of the 
+business unit. This deficient practice permitted the business unit to hold payment until the 
+anticipated services were actually rendered. 
+8. The circumstances described above demonstrate that Cablevision’s internal 
+controls, including employee training, were inadequate during the relevant period and failed to 
+provide reasonable assurance that transactions were executed as authorized by management, or that 
+transactions were properly recorded so that Cablevision’s financial statements could be prepared in 
+accordance with GAAP and accountability for assets could be maintained. 
+Improper Launch Support Recognition 
+9. Beginning in the middle to late 1990s, television program vendors began providing 
+lump-sum launch support payments to Cablevision in connection with multi-year contracts with 
+Cablevision to carry their programs.  Contract provisions concerning launch support payments 
+were generally understood to require Cablevision to use the funds for advertising and marketing 
+campaigns to attract viewers to the vendors’ programs.  Contracts providing for large up-front 
+payments of launch support to Cablevision were not uncommon.  These contracts sometimes also 
+3
+
+required that the launch support be refunded by Cablevision if, among other things, it dropped the 
+program. 
+10. In some cases during the relevant period, Cablevision properly recognized non-
+refundable launch support as a reduction of expenses ratably over the life of the contract with the 
+vendor and recognized refundable launch support ratably over the life of the refund period.  In fact, 
+in 2002, Cablevision publicly stated that this was how it accounted for launch support.  From 2000 
+through the third quarter of 2003, however, Cablevision improperly accelerated the recognition of 
+launch support received from several program vendors, rather than recognizing it ratably over the 
+life of the contract or the refund period.  This early recognition ran contrary to its general practice 
+and its 2002 public statement, and violated GAAP’s matching principle. 
+11. For example, after the first two years of an eight-year contract, Cablevision 
+changed its recognition for $15.16 million of launch support from recognition ratably over the life 
+of the contract to immediate recognition of the remaining balance.  Under the circumstances, 
+however, Cablevision should have accounted for launch support payments ratably over the life of 
+the contract where, as here, the contract term was fixed and there was no obligation to refund 
+launch support. Another example involved a contract with a launch support refund period.  After 
+the first eight months of a 24 month refund period, Cablevision changed its recognition of $5.3 
+million in launch support from recognition ratably over the life of the refund period to immediate 
+recognition of the remaining balance.  Under the circumstances, however, Cablevision should have 
+accounted for launch support ratably over the refund period specified in the contracts. 
+12. Cablevision also improperly recognized launch support early by treating a 2002 
+seven-year agreement to carry certain programs as if it were two agreements – one of three years, 
+and another of seven years. As two separate agreements, Cablevision recognized $48 million in 
+launch support over the ‘three year’ agreement (approximately $16 million per year), and 
+recognized $16 million in launch support over the ‘seven year’ agreement (approximately $2.28 
+million per year). Under GAAP, however, the two agreements should have been treated as one 
+agreement, with the result that the total $64 million in launch support should have been recognized 
+ratably over seven years, i.e., approximately $9.14 million per year.  The purported two agreements 
+were negotiated simultaneously and dated only five days apart, and the ‘seven year’ agreement also 
+amended the terms of the ‘three year’ agreement.  Cablevision employees improperly cast the 
+single deal as two agreements to achieve early recognition of the launch support payments.     
+13. The accelerated recognition of launch support revealed further that Cablevision’s 
+internal accounting controls were insufficient to permit the preparation of its financial statements in 
+conformity with GAAP.  Cablevision personnel were, but should not have been, able to make 
+unchecked changes to the scheduled recognition of launch support. 
+Cablevision Financial Misstatements 
+14. As a result of the improper expense recognition discussed above, Cablevision’s 
+financial statements in its annual reports on Form 10-K and its quarterly reports on Forms 10-Q for 
+4
+
+the years 2000 through 2002 and the nine months ended September 30, 2003 were materially 
+inaccurate. As reported in Cablevision’s 2004 restatement, the sum of the launch support and the 
+expense recognition errors resulted in a $15.184 million overstatement of expenses in 2000, a 
+$25.389 million understatement of expenses in 2001, and a $7.581 million understatement of 
+expenses in 2002.  For the first 9 months of 2003, the sum of the errors in expense and launch 
+support recognition resulted in a $7.895 million understatement of expenses.  The combined errors 
+resulted in (net of estimated tax) a 3.8% understatement of Cablevision’s net income in 2000, a 
+1.5% overstatement of net income in 2001, a 4.9% overstatement of net income in 2002 and a 
+5.1% understatement of Cablevision’s net loss in the nine months ended September 30, 2003. 
+Violations 
+15. Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder require 
+issuers of securities registered pursuant to Section 12 of the Exchange Act to file periodic reports 
+with the Commission containing complete and accurate financial information presented in 
+accordance with GAAP.  Exchange Act Rule 12b-20 further requires that periodic reports contain 
+such further material information, if any, as may be necessary to make the required statements not 
+misleading. 
+16. Section 13(b)(2)(A) of the Exchange Act requires issuers of securities registered 
+pursuant to Exchange Act Section 12 to make and keep books, records, and accounts which, in 
+reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the 
+issuer. Section 13(b)(2)(B)(ii) of the Exhange Act requires reporting companies to devise and 
+maintain a system of internal accounting controls sufficient to provide reasonable assurances that 
+transactions are recorded as necessary to permit the preparation of financial statements in 
+conformity with GAAP. 
+17. As a result of the conduct described above, Respondent violated Sections 13(a), 
+13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1 and 13a-
+13. 
+Cablevision’s Remedial Efforts 
+18. In determining to accept Respondent’s Offer, the Commission considered remedial 
+acts promptly undertaken by Respondent and cooperation afforded the Commission staff. 
+5
+
+IV. 
+In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondent’s Offer. 
+Accordingly, it is hereby ORDERED that, pursuant to Section 21C of the Exchange Act, 
+Respondent cease and desist from committing or causing any violations and any future violations of 
+Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Exchange Act Rules 12b-20, 
+13a-1 and 13a-13.
+ By the Commission. 
+Elizabeth M. Murphy 
+Secretary 
+6

raw/aaer/2009/AAER-2921.txt

@@ -0,0 +1,139 @@
+UNITED STATES OF AMERICA 
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 59278 / January 22, 2009 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 2921 / January 22, 2009 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13348 
+In the Matter of 
+Catherine R. McEnroe, 
+Noreen O’Loughlin and 
+Martin R. von Ruden, 
+Respondents. 
+ORDER INSTITUTING CEASE-AND-DESIST  
+PROCEEDINGS PURSUANT TO SECTION 
+21C OF THE SECURITIES EXCHANGE ACT 
+OF 1934, MAKING FINDINGS, AND 
+IMPOSING A CEASE-AND-DESIST ORDER  
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that 
+cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
+Securities Exchange Act of 1934 (“Exchange Act”), against Catherine R. McEnroe, Noreen 
+O’Loughlin and Martin R. von Ruden (“Respondents”). 
+II. 
+In anticipation of the institution of these proceedings, Respondents have each submitted 
+an Offer of Settlement (the “Offers”) 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 Respondents and the subject 
+matter of these proceedings, which are admitted, Respondents consent to the entry of this Order 
+Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist 
+Order Pursuant to Section 21C of the Securities Exchange Act of 1934 (“Order”), as set forth 
+below. 
+III. 
+On the basis of this Order and Respondents’ Offers, the Commission finds1 that: 
+1. Cablevision Systems Corporation (“Cablevision”) is a Delaware corporation 
+located in Bethpage, New York.  Cablevision is a diversified entertainment and 
+telecommunications company with a market capitalization of approximately $8.05 billion in 
+2007 and 2007 annual revenues of $6.484 billion. Cablevision’s stock is registered under 
+Section 12(b) of the Exchange Act and is listed on the New York Stock Exchange. 
+2. Rainbow Media Holdings, Inc. (“Rainbow”), during the relevant period, was a 
+subsidiary of Cablevision that owned interests in and managed national and regional 
+entertainment programming networks, the Madison Square Garden sports and entertainment 
+business and cable television advertising sales companies.  At all relevant times, the financial 
+statements of Rainbow and its majority-owned business units were consolidated into 
+Cablevision’s financial reports. 
+3. AMC Networks, during the relevant period, was a business unit of Rainbow.  It 
+included at least two sub-units, including the television programming networks known as AMC 
+(formerly known as American Movie Classics Company) and WE: Women’s Entertainment 
+(“WE”). 
+4. Respondent Catherine R. McEnroe served as president of AMC Networks from 
+April 1996 through June 2003, when she left Cablevision in connection with the matters 
+described herein. 
+5. Respondent Noreen O’Loughlin served as Executive Vice President and General 
+Manager of Marketing of AMC Networks from April 1998 to July 2000, and as Executive Vice 
+President and General Manager of AMC from January 2002 through June 2003, when she left 
+Cablevision in connection with the matters described herein.   
+6. Respondent Martin R. von Ruden served as Senior Vice President and General 
+Manager of WE from 1998 until late 2000, and as Executive Vice President and General 
+Manager of WE from late 2000 until June 2003, when he left Cablevision in connection with the 
+matters described herein.   
+Improper Prepays 
+7. From at least 1999 through mid-2003, contrary to Generally Accepted Accounting 
+Principles (“GAAP”), Cablevision recognized certain costs as current expenses when, in fact, the 
+costs should not have been recognized in those periods.  These improper “prepays,” as the 
+practice was referred to, occurred because employees prepared and submitted inaccurate and 
+misleading invoices and other documents in order to accrue expenses earlier than when they in 
+fact should have been accrued. These improperly recognized expenses were reflected in 
+Cablevision’s books, records and accounts and caused Cablevision to overstate expenses in 
+The findings herein are made pursuant to Respondents’ Offers of Settlement and are not binding 
+on any other person or entity in this or any other proceeding. 
+2
+1 
+earlier fiscal periods and understate expenses in later periods.  As a result, Cablevision’s reports 
+to the public and the Commission for the period 1999 through mid-2003 were inaccurate, 
+causing Cablevision in 2004 to restate its financial statements for 2000 through the nine months 
+ended September 30, 2003. 
+8. A large part of these improper prepays occurred at business units of Cablevision’s 
+Rainbow subsidiary, namely AMC Networks and its sub-units AMC and WE.  AMC Networks 
+prematurely recognized, and caused Cablevision to improperly recognize, expenses totaling 
+approximately $12 million in both 1999 and 2000, $10 million in 2001 and $9 million in 2002.   
+9. While Respondents worked at AMC Networks or its sub-units, their subordinates 
+used several different improper means to recognize expenses in a current period that properly 
+should have been recognized in a later period.  For example, the subordinates asked vendors to 
+submit misdated invoices for vaguely defined services, which had not yet been rendered, and 
+used these invoices to achieve early expense recognition and payment.  These invoices were 
+submitted to Cablevision’s accounting department with Authorization for Payment Forms 
+(“APF”), in some cases signed by Respondents, that inaccurately identified the expenses as 
+current expenses. In addition, AMC Networks employees on occasion asked Cablevision’s 
+accounting department to send checks to the employees, ostensibly for delivery by the employee 
+to the vendor.  This practice permitted AMC Networks employees to hold payment until 
+anticipated services were actually rendered, in violation of fundamental internal accounting 
+controls. The purpose of these prepay practices was to provide a “margin of error” each year for 
+meeting AMC Networks’ internally budgeted allowance for expenses.   
+10. Respondent McEnroe, while serving as President of AMC Networks, directed and 
+was aware of improper prepays and signed inaccurate APFs that caused improper prepays.  
+These prepays resulted in Cablevision overstating expenses in earlier fiscal periods and 
+understating expenses in later periods and rendered inaccurate Cablevision’s financial reports to 
+the Commission and the public for the years 1999 through mid-2003. 
+11. Respondent O’Loughlin, while serving as Executive Vice President and General 
+Manager of Marketing of AMC Networks and as Executive Vice President and General Manager 
+of AMC, directed and was aware of improper prepays and signed inaccurate APFs that caused 
+improper prepays.  These prepays resulted in Cablevision overstating expenses in earlier fiscal 
+periods and understating expenses in later periods and rendered inaccurate Cablevision’s 
+financial reports to the Commission and the public for the years 1999 through mid-2003. 
+12. Respondent von Ruden, while serving as Senior Vice President and General 
+Manager of WE and as Executive Vice President and General Manager of WE, directed and was 
+aware of improper prepays and signed inaccurate APFs that caused improper prepays.  These 
+prepays resulted in Cablevision overstating expenses in earlier fiscal periods and understating 
+expenses in later periods and rendered inaccurate Cablevision’s financial reports to the 
+Commission and the public for the years 1999 through mid-2003. 
+3
+
+Violations 
+13. Section 13(b)(5) of the Exchange act provides that no person shall knowingly 
+circumvent or knowingly fail to implement a system of internal accounting controls, or 
+knowingly falsify any book, record or account described in Section 13(b)(2) of the Exchange 
+Act. 
+14. Exchange Act Rule 13b2-1 prohibits any person from, directly or indirectly, 
+falsifying or causing to be falsified any book, record or account subject to Section 13(b)(2)(A) of 
+the Exchange Act.   
+15. As a result of the conduct as found by the Commission, Respondents violated 
+Section 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder.2 
+IV. 
+In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondents’ Offers. 
+Accordingly, it is hereby ORDERED that pursuant to Section 21C of the Exchange Act, 
+Respondents cease and desist from committing or causing any violations and any future 
+violations of Section 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder. 
+By the Commission. 
+Elizabeth M. Murphy 
+Secretary 
+This matter is related to a civil action, Securities and Exhange Commission v. Catherine McEnroe, 
+Noreen O’Loughlin and Martin von Ruden, to be filed in United States District Court for the Eastern 
+District of New York, in which Respondents have consented to pay civil penalties as follows: Respondent 
+McEnroe - $30,000, Respondent O’Loughlin - $15,000, and Respondent von Ruden - $15,000. 
+4
+2 

raw/aaer/2009/AAER-2922.txt

@@ -0,0 +1,1387 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Catherine R. McEnroe, Noreen O'Loughlin and Martin R. von Ruden 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/504866","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"field_group":{"html_element":{"mode":"default","context":"view","settings":{"classes":"rightrail-list","show_empty_fields":false,"id":"","element":"div","show_label":true,"label_element":"h2","label_element_classes":"","attributes":"","effect":"none","speed":"fast"}}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Catherine R. McEnroe, Noreen O'Loughlin and Martin R. von Ruden
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Catherine R. McEnroe, Noreen O'Loughlin and Martin R. von Ruden
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20862 / January 22, 2009 
+
+ Accounting and Auditing Enforcement Release No. 2922 / January 22, 2009 
+
+  Securities and Exchange Commission v. Catherine R. McEnroe, Noreen O'Loughlin and Martin R. von Ruden , Civil No.  CV-09-0249 (LDW) (E.D.N.Y., filed Jan. 22, 2009) 
+
+ SEC Files Settled Enforcement Action against Three Former Managers at Cablevision Systems Corporation in Connection with Improper Recognition of Expenses 
+
+ The United States Securities and Exchange Commission (Commission) today filed a settled civil action against Catherine R. McEnroe, Noreen O'Loughlin and Martin von Ruden in United States District Court for the Eastern District of New York, alleging they violated provisions of the Federal securities laws prohibiting the falsification of certain books, records or accounts in connection with improper expense recognition at Cablevision Systems Corporation (Cablevision), and seeking civil money penalties. The Commission's complaint alleges that from at least 1999 through mid-2003, contrary to Generally Accepted Accounting Principles, Cablevision recognized certain costs as current expenses when, in fact, the expenses should not have been recognized in those periods. These improper "prepays," as the practice was referred to, occurred because employees prepared and submitted inaccurate invoices and other documents in order to accrue expenses earlier than when they in fact should have been accrued. These improperly recognized expenses were reflected in Cablevision's books, records and accounts and caused Cablevision to overstate expenses in earlier fiscal periods and understate expenses in later periods. As a result, Cablevision's reports to the public and the Commission for the period 1999 through mid-2003 were inaccurate and caused Cablevision to restate its financial statements filed with the Commission for the period 2000 through the first nine months of 2003. 
+
+ The Commission's complaint alleges that McEnroe, O'Loughlin and von Ruden, while serving as officers and managers of significant business units of Cablevision, directed or were aware of improper prepays and signed inaccurate payment authorization forms that caused improper prepays, and that they thereby violated Section 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 13b2-1 thereunder. Without admitting or denying the allegations in the Commission's complaint, McEnroe, O'Loughlin and von Ruden consented to final judgments ordering them to pay civil penalties of $30,000, $15,000, and $15,000, respectively. 
+
+ In a related settled cease-and-desist proceeding against them, and also without admitting or denying the Commission's factual findings in its Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing a Cease-and-Desist Order, McEnroe, O'Loughlin and von Ruden each also consented to an administrative order to cease and desist from committing or causing any violations and any future violations of Exchange Act Section 13(b)(5) and Rule 13b2-1 thereunder. 
+
+ Separately, the Commission today announced that it instituted settled cease-and-desist proceedings against Cablevision for improper expense recognition. For further information, see Release No.  34-59277  / Jan. 22, 2009. 
+
+ 
+   SEC Complaint  
+
+ 
+ 
+  
+   
+      
+                                   
+               
+     
+
+           
+                
+ 
+   Resources 
+    
+       
+                
+     
+      SEC Complaint 
+   
+  
+           
+  
+   
+       
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2923.txt

@@ -0,0 +1,1378 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Ranko Cucuz, William D. Shovers, Jesus Bonilla-Valdez, Ronald Lee Kolakowski, and HLI Operating Company, Inc., f/k/a Hayes Lemmerz International, Inc. 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/504876","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Ranko Cucuz, William D. Shovers, Jesus Bonilla-Valdez, Ronald Lee Kolakowski, and HLI Operating Company, Inc., f/k/a Hayes Lemmerz International, Inc.
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Ranko Cucuz, William D. Shovers, Jesus Bonilla-Valdez, Ronald Lee Kolakowski, and HLI Operating Company, Inc., f/k/a Hayes Lemmerz International, Inc.
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20864 / January 23, 2009 
+
+ Accounting and Auditing Enforcement Release No. 2923 / January 23, 2009 
+
+  Securities and Exchange Commission v. Ranko Cucuz, William D. Shovers, Jesus Bonilla-Valdez, Ronald Lee Kolakowski, and HLI Operating Company, Inc., f/k/a Hayes Lemmerz International, Inc. , Civil Action No. 2: 06-CV-11935 
+
+ COURT IMPOSES CIVIL PENALTIES, INJUNCTIONS AND OTHER RELIEF AGAINST FORMER CEO AND CFO OF HAYES LEMMERZ INTERNATIONAL, INC.  
+
+ The Securities and Exchange Commission announced today that the U.S. District Court for the Eastern District of Michigan entered final judgments against Ranko Cucuz, former CEO of Hayes Lemmerz International, Inc., and William D. Shovers, former CFO of Hayes, after a jury found that they had violated the securities laws in connection with an accounting scheme at the company. The judgments were entered on December 18 and 22, 2008, following a remedy hearing before the Honorable Arthur J. Tarnow, United States District Judge. 
+
+ On December 22, 2008, Judge Tarnow entered final judgment against Shovers that imposed a civil monetary penalty of $50,000, enjoined him from violating the applicable antifraud and other provisions of the federal securities laws, and barred him from acting as an officer or director of a publicly traded company for a period of five years. On December 18, 2008, Judge Tarnow entered final judgment against Cucuz that imposed a $10,000 civil penalty and enjoined him from future violations of the applicable antifraud provision of the Securities Act of 1933. 
+
+ Previously, on August 20, 2008, a jury found that Shovers violated: (i) the antifraud provisions of both the Securities Act (Section 17(a)(3)) and the Securities Exchange Act of 1934 (Section 10(b) and Rule 10b-5 thereunder); (ii) the internal controls and books and records provisions of the Exchange Act (Section 13(b)(5) and Exchange Act Rule 13b2-1); and (iii) the lying-to-auditor provision of the Exchange Act (Rule 13b2-2). The jury also found that Shovers aided and abetted violations of the issuer reporting, books and records, and internal control provisions of the Exchange Act (Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) and Exchange Act Rules 12b-20, 13a-1 and 13a-13). Finally, the jury found Cucuz liable for violations of the antifraud provisions of the Securities Act (Section 17(a)(3)). The jury found Cucuz not liable on other charges. 
+
+ Cucuz and Shovers were the last two remaining defendants in this action. On January 14, 2007, the Court entered final judgment by consent against defendant Jesus Bonilla-Valdez (former Vice President of Hayes' Aluminum Wheel Group) that imposed a $30,000 civil penalty, and enjoined him from future violations of the antifraud, reporting, internal controls, and books and records provisions of the federal securities laws. As the Commission previously announced, Hayes and Ronald Kolakowski (former President of Hayes' North American Wheel Group) settled with the Commission at the time the complaint in this action was filed. 
+
+ Moreover, in previously settled related administrative proceedings, the Commission issued Orders Instituting Administrative Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions against Allen Buntin, James Jarrett, and Greg Jones, all of whom were former employees of Hayes. 
+
+ Additional information concerning this action and Commission actions related to this matter can be found at: 
+
+  SEC v. Cucuz, et al., Civil Action No. 2:06 CV 11935 (E.D. Mich.) [Release No.  LR-20686 ] (August 21, 2008) 
+   SEC v. Cucuz, et al., Civil Action No. 2:06 CV 11935 (E.D. Mich. April 25, 2006) [Release No.  LR-19668 ] (April 25, 2006). 
+   In the Matter of James Jarrett [Release No.  34-53716 ] (April 25, 2006) 
+   In the Matter of Allen Buntin [Release No.  34-53717 ] (April 25, 2006) 
+   In the Matter of Greg Jones [Release No.  34-53718 ] (April 25, 2006) 
+  
+ 
+  
+ 
+      
+                                   
+               
+     
+
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2924.txt

@@ -0,0 +1,114 @@
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No.  59295 / January 26, 2009 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No.  2924 / January 26, 2009 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No.  3-13349 
+      
+ 
+      :  
+ :  
+ :   
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+      : PROCEEDINGS PURSUANT TO RULE 
+John V. Cracchiolo, CPA,   : 102(e)  OF THE COMMISSION’S RULES OF 
+      : PRACTICE, MAKING FINDINGS, AND 
+Respondent.     : IMPO SING 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 V. 
+Cracchiolo (“Respondent” or “Cracchiolo”) 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 
+purpose of these proceedings and any other proceedings brought by or on behalf of 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. 
+ 2
+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 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 Responde nt’s Offer, the Commission finds that:  
+ 
+ 1. John V. Cracch iolo, age 52, is and has been a certified public accountant 
+licensed to practice in the State of California.  He served as Chief Financial Officer and Chief 
+Operations Officer of Endocare, Inc. from June 2001 until his resignation on March 3, 2003. 
+ 
+ 2. Endocare was, at all relevant times, a Delaware corporation with its principal 
+place of business in Irvine, California.  Endocare developed and distributed medical devices for use 
+in the treatment of various types of cancers and urological ailments.  At all relevant times, 
+Endocare’s common stock was registered with the Commission pursuant to Section 12(g) of the 
+Securities Exchange Act of 1934 (“Exchange Act”), and was listed on the NASDAQ National 
+Market until January 16, 2003, when it was delisted for Endocare’s failure to file its periodic reports 
+with the Commission.  
+ 
+ 3. On January 13, 2009, a final judgment was entered against Cracchiolo, 
+permanently enjoining him from future violations of Section 17(a) of the Securities Act of 1933 
+(“Securities Act”), and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1 
+and 13b2-2 thereunder, and 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, 13a-11 and 13a-13 thereunder, in the 
+civil action entitled Securities and Exchange Commission v. Paul W. Mikus, et al.
+, Civil Action 
+Number SACV06-734 JVS (MLGx), in the United States District Court for the Central District of 
+California.  Cracchiolo was also ordered to pay $60,715 in disgorgement of ill-gotten gains while 
+participating in the fraud, and $10,378.69 in prejudgment interest, and a $50,000 civil money 
+penalty. 
+ 
+   4. The Commission’s complaint alleged, among other things, that Cracchiolo 
+engaged in a fraudulent scheme which resulted in Endocare filing materially false and 
+misleading periodic reports for the second and third quarters of 2001, the year end 2001, and the 
+first and second quarters in 2002, and registration statements filed on November 14, 2001 and 
+March 26, 2002.  As a result of the scheme, Endocare also issued misleading press releases and 
+Forms 8-K in December 2002 and March 2003.  The Complaint alleged that Cracchiolo 
+overstated Endocare’s revenue and income by booking false sales, engaging in improper revenue 
+recognition practices, and improperly understating or delaying the recognition of expenses in 
+order to inflate Endocare’s earnings.  The Complaint also alleged that during conference calls 
+with Wall Street securities analysts, Cracchiolo misled investors about the number of procedures 
+that were preformed using Endocare-owned boxes. 
+ 3
+ 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent John V. Cracchiolo’s Offer. 
+ 
+ Accordingly, it is hereby ORDERED, effective immediately, that: 
+ 
+ A. John V. Cracchiolo is suspended fr om 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  

raw/aaer/2009/AAER-2925.txt

@@ -0,0 +1,1375 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Jordan H. Mintz and Rex R. Rogers 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/504886","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Jordan H. Mintz and Rex R. Rogers
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Jordan H. Mintz and Rex R. Rogers
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20866 / January 26, 2009 
+
+ Accounting and Auditing Enforcement Release No. 2925 / January 26, 2009 
+
+  SEC v. Jordan H. Mintz and Rex R. Rogers , Civil Action No. H-07-1027 (S.D. Tex.) 
+
+ SEC Settles Civil Fraud Charges Against Two Former Enron In-House Attorneys 
+
+ The Securities and Exchange Commission announced today that, on January 20, 2009, the U.S. District Court in Houston entered final judgments in the Commission's civil action against Jordan H. Mintz, a former Enron Vice President and General Counsel of Enron's Global Finance group, and Rex R. Rogers, Enron's former Vice President and Associate General Counsel. On March 28, 2007, the Commission charged Mintz and Rogers with, among other things, participating in a fraudulent scheme not to disclose Enron's related-party transactions with partnerships controlled by its Chief Financial Officer, Andrew Fastow, and compensation Fastow had received through those transactions. As part of the alleged scheme, Rogers further failed to disclose Enron's related-party transactions involving insider stock sales by its Chairman, Kenneth Lay. 
+
+ The final judgments permanently enjoin Mintz and Rogers from violating Section 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b) and 14(a) of the Securities Exchange Act of 1934 ("Exchange Act"), and Rules 10b-5 and 14a-9 thereunder, as well as from aiding and abetting violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder. Mintz is also permanently enjoined from violating Section 13(b)(5) of the Exchange Act and Rules 13b2-1 and 13b2-2 thereunder, as well as from aiding and abetting violations of Section 13(b)(2)(A) of the Exchange Act. In addition, Rogers is permanently enjoined from aiding and abetting violations of Section 16(a) of the Exchange Act and Rules 16a-2 and 16a-3 thereunder. 
+
+ The final judgments also order Mintz and Rogers each to pay $1 in disgorgement and a $25,000 civil money penalty. These amounts, totaling $50,002, will be deposited into the Court Registry Investment System for distribution to injured Enron investors under the "Fair Fund" provisions of the Sarbanes-Oxley Act of 2002. 
+
+ Mintz and Rogers further consented to the entry of an Administrative Order, pursuant to Rule 102(e)(3)(i) of the Commission's Rules of Practice, suspending each attorney from appearing or practicing before the Commission for a period of two years. 
+
+ In settlement of this action, Mintz and Rogers neither admitted nor denied the allegations of the Commission's complaint. Among other things, the complaint alleged the following: In 1999, Enron sold an interest in a troubled power project in Cuiaba, Brazil to a related party called LJM1, a partnership controlled by Fastow, to deconsolidate the project and recognize related earnings. Under accounting rules, deconsolidation and earnings recognition were inappropriate because Enron did not transfer the risks and rewards of ownership in light of a secret side agreement promising that LJM1 would not lose money on Cuiaba. Satisfying the side agreement, Mintz helped Enron repurchase Cuiaba from LJM1 in 2001. Mintz then delayed signing and closing of the Cuiaba buyback in an effort to avoid reporting related-party transactions in Enron's 2000 Proxy Statement and 2001 Second Quarter Form 10-Q. Moreover, Mintz and Rogers failed to disclose in Enron's 2000 Proxy Statement millions of dollars Fastow received through related-party transactions between LJM and Enron. Rogers further failed to disclose in Enron's 2000 Proxy Statement at least $16 million in insider stock sales by Chairman Kenneth Lay to repay his Enron line of credit during 2000, and aided and abetted Lay's failure to disclose in SEC Form 4 filings an additional $70 million in insider stock sales by Lay during 2001. 
+
+ See Rule 102(e) Orders suspending  Mintz  and  Rogers . 
+
+ For more information, see Litigation Release No.  20058  (March 28, 2007) 
+
+ 
+ 
+  
+ 
+      
+                                   
+               
+     
+
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2927.txt

@@ -0,0 +1,116 @@
+ 
+ 
+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No.  59297 / January 26, 2009 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 2927 / January 26, 2009 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No.  3-13351 
+ 
+ 
+In the Matter of 
+ 
+Rex R. Rogers,  
+ 
+             Respondent. 
+ 
+ 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE PROCEEDINGS 
+PURSUANT TO RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE, 
+MAKING FINDINGS AND 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 Rex R. 
+Rogers (“Respondent” or “Rogers”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of 
+Practice.
+1 
+ 
+                                                 
+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 . . . attorney . . . who has 
+been by name . . . [p]ermanently 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
+II. 
+In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
+of Settlement (“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 Public 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 Co mmission finds that: 
+1. Respondent Rogers, 59, is and has been an attorney licensed to practice in the State 
+of Texas.  Rogers, a former enforcement attorney for the Commission from 1979 through 1984, was 
+hired in 1985 by Houston Natural Gas, the predecessor of Enron Corp. (“Enron”).  In 1997, Rogers 
+was promoted to Vice President and Associate General Counsel of Enron with shared responsibility 
+for the timing and content of Commission filings.  Rogers remained in that position until 2003, 
+following Enron’s bankruptcy, and has not been employed since 2003.  
+2. Enron was, at all relevant  times, an Oregon corporation with its principal place of 
+business in Houston, Texas.  Until its bankruptcy filing in December 2001, Enron was the seventh 
+largest corporation in the United States based upon reported revenue.  In the previous ten years, 
+Enron had evolved from a regional natural gas provider to a commodity trader of natural gas, 
+electricity, and other physical commodities with retail operations in energy and other products.  
+Enron also created and traded financial products.  At all relevant times, the common stock of Enron 
+was registered with the Commission pursuant to Section 12(b) of the Securities Exchange Act of 
+1934 (“Exchange Act”) and traded on the New York Stock Exchange. 
+3. On January 20, 2009, the U.S.  District Court for the Southern District of Texas, 
+Houston Division, entered a final judgment by consent against Rogers, permanently enjoining him 
+from violating Section 17(a) of the Securities Act of 1933, Sections 10(b) and 14(a) of the 
+Exchange Act and Exchange Act Rules 10b-5 and 14a-9, and aiding and abetting violations of 
+Sections 13(a) and 16(a) of the Exchange Act, and Exchange Act Rules 12b-20, 13a-1, 13a-13, 
+16a-2 and 16a-3.  Securities and Exchange Commission v. Jordan H. Mintz, et al., Civil Action 
+Number H-07-1027 (S.D. Tex.).  Rogers was also ordered to pay $1 in disgorgement and a 
+$25,000 civil money penalty. 
+4. Among other things, the Commission’s complaint alleges that Rogers and co-
+defendant Jordan H. Mintz, the former General Counsel for Enron Global Finance, intentionally 
+failed to disclose in Enron’s 2000 proxy statement millions of dollars paid to the former Chief 
+Financial Officer, Andrew Fastow.  The complaint further alleges that Rogers failed to disclose 
+$16 million realized through insider stock sales by Enron’s former Chairman, Kenneth Lay, in 
+ 3
+Enron’s 2000 Proxy Statement, and aided and abetted Lay’s failure to disclose an additional $70 
+million in stock sales in Lay’s Form 4 filings with the Commission. 
+ 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent’s Offer. 
+ Accordingly, IT IS HEREBY ORDERED, effective immediately, that Rogers is suspended 
+from appearing or practicing before the Commission as an attorney for two years.  Before 
+appearing and resuming practice before the Commission as an attorney, Rogers must submit an 
+affidavit to the Commission’s Office of the General Counsel truthfully stating, under penalty of 
+perjury, that he has complied with this Order, that he is not subject to any suspension or disbarment 
+as an attorney by a court of the United States or of any state, territory, district, commonwealth, or 
+possession, and that he has not been convicted of a felony or misdemeanor involving moral 
+turpitude as set forth in Rule 102(e)(2) of the Commission’s Rules of Practice. 
+  
+ 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  
+ 
+ 

raw/aaer/2009/AAER-2930.txt

@@ -0,0 +1,1389 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Mark T. Turkcan 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/504966","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"field_group":{"html_element":{"mode":"default","context":"view","settings":{"classes":"rightrail-list","show_empty_fields":false,"id":"","element":"div","show_label":true,"label_element":"h2","label_element_classes":"","attributes":"","effect":"none","speed":"fast"}}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Mark T. Turkcan
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Mark T. Turkcan
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20882 / February 4, 2009 
+
+ Accounting and Auditing Enforcement Release No. 2930 / February 4, 2009 
+
+  Securities and Exchange Commission v. Mark T. Turkcan , 4:09-CV-00204 (E.D. Mo., filed Feb. 4, 2009) 
+
+ Commission Charges Mark T. Turkcan with Fraud 
+
+ The Securities and Exchange Commission ("Commission") announced today that it filed a complaint in the United States District Court for the Eastern District of Missouri alleging that Mark T. Turkcan ("Turkcan"), the former President of First Bank Mortgage ("FBM"), defrauded investors by engaging in a scheme to misstate the net income of FBM and its parent First Banks, Inc. from at least 1990 through April 2008. 
+
+ The Commission alleges that Turkcan, a resident of Kirkwood, Missouri, carried out his scheme by secretly obtaining money from third-party brokerage firms through the surreptitious use of repurchase transactions, which are essentially collateralized loans, and improperly disguising the money obtained from those transactions as gains from trading mortgage-backed securities. According to the complaint, Turkcan circumvented First Banks, Inc.'s internal controls and concealed his scheme by lying to his staff and his superiors, falsifying and fabricating documents, and providing false and misleading information to First Banks, Inc. and its outside auditor. Specifically, the complaint alleges that Turkcan fabricated trade tickets and confirmations and prepared a handwritten report each month that included fictitious trading gains, which he provided to his staff for entry into FBM's accounting system. The complaint also alleges that Turkcan created a register that included the fictitious trading gains and provided it to First Banks, Inc.'s outside auditor in connection with its annual audits of First Bank, Inc.'s consolidated financial statements. 
+
+ The Commission further alleges that as a result of Turkcan's scheme, First Banks, Inc. incurred an undisclosed obligation of approximately $35 million and materially misstated its net income in filings with the Commission. The complaint alleges that as a result of Turkcan's scheme, First Banks, Inc. overstated its net income in its public filings by approximately: $5.3 million (or 10.2%) in 2007; $3.5 million (or 3.2%) in 2006; $1.4 million (or 1.5%) in 2005; and $1.3 million (or 1.6%) in 2004, and understated its net income by approximately $800,000 (or 1.3% in 2003). 
+
+ On July 30, 2008, First Banks, Inc. restated its financial results for the years 2005 through 2007 and disclosed that it had discovered material misstatements in its financial statements arising out of the circumvention of established internal controls and material weaknesses in its internal controls over financial reporting. 
+
+ The Commission's complaint charges Turkcan with violations of Section 17(a) of the Securities Act of 1933, Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 13b2-1, and 13b2-2 thereunder, and 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, 13a-11, and 13a-13 thereunder, and seeks a permanent injunction, disgorgement, civil penalties, prejudgment interest, and an officer and director bar. 
+
+ 
+   SEC Complaint  
+
+ 
+ 
+  
+   
+      
+                                   
+               
+     
+
+           
+                
+ 
+   Resources 
+    
+       
+                
+     
+      SEC Complaint 
+   
+  
+           
+  
+   
+       
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2931.txt

@@ -0,0 +1,93 @@
+ 
+ 
+ 
+ 
+ 
+                                                 
+  
+ 
+  
+UNITED STATES OF AMERICA  
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934  
+Release No. 59363 / February 5, 2009 
+ACCOUNTING AND AUDITING ENFORCEMENT  
+Release No. 2931 / February 5, 2009 
+ADMINISTRATIVE PROCEEDING  
+File No. 3-10354 
+: 
+: ORDER GRANTING APPLICATION FOR In the Matter of : REINSTATEMENT TO APPEAR AND PRACTICE 
+: BEFORE THE COMMISSION AS AN INDEPENDENT Jeffrey M. Yonkers, CPA : ACCOUNTANT 
+: 
+On July 27, 2001, Jeffrey M. Yonkers, CPA (“Yonkers”) was denied the privilege of 
+appearing or practicing as an accountant before the Commission as a result of settled public 
+administrative proceedings instituted by the Commission against him pursuant to Rule 102(e) of 
+the Commission's Rules of Practice.1  On February 15, 2008, Yonkers was reinstated to appear 
+and practice before the Commission as an accountant responsible for the preparation or review of 
+financial statements required to be filed with the Commission.
+2  This order is issued in response 
+to Yonkers’ application for reinstatement to appear and practice before the Commission as an 
+independent accountant. 
+The Commission alleged that the financial statements of Detour Magazine, Inc. 
+(“Detour”) contained in their filings with the Commission during 1997 and 1998, as audited by 
+Yonkers and others, materially misrepresented the company’s financial condition and results of 
+operation. Based upon his conduct dur ing the audits of Detour’s financial statements, the 
+Commission determined that Yonkers had willfully violated Section 10A of the Securities 
+Exchange Act of 1934 (“Exchange Act”) and willfully aided and abetted Detour’s violations of 
+Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder.  The Commission 
+also determined that Yonkers engaged in improper professional conduct under Rule 102(e) of the 
+Commission’s Rules of Practice.  
+1 See Accounting and Auditing Enforcement Release No. 1428 dated July 27, 2001.  Yonkers was permitted, 
+pursuant to the order, to apply for reinstatement after one year upon making certain showings. 
+2 See Accounting and Auditing Enforcement Release No. 2787 dated February 15, 2008. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+ 
+ 
+ 
+    
+    
+ 
+Yonkers has met all of the conditions set forth in his suspension order and, in his capacity 
+as an independent accountant, has stated that he will comply with all requirements of the 
+Commission and the Public Company Accounting Oversight Board, including, but not limited to 
+all requirements relating to registration, inspections, concurring partner reviews and quality 
+control standards. 
+Rule 102(e)(5) of the Commission’s Rules of Practice governs applications for 
+reinstatement, and provides that the Commission may reinstate the privilege to appear and 
+practice before the Commission “for good cause shown.”
+3  This “good cause” determination is 
+necessarily highly fact specific. 
+On the basis of information supplied, representations made, and undertakings agreed to 
+by Yonkers, it appears that he has complied with the terms of the July 27, 2001 order suspending 
+him from appearing or practicing before the Commission as an accountant, that no information 
+has come to the attention of the Commission relating to his character, integrity, professional 
+conduct or qualifications to practice before the Commission that would be a basis for adverse 
+action against him pursuant to Rule 102(e) of the Commission's Rules of Practice, and that 
+Yonkers, by undertaking to comply with all requirements of the Commission and the Public 
+Company Accounting Oversight Board, including, but not limited to all requirements relating to 
+registration, inspections, concurring partner reviews and quality control standards in his practice 
+before the Commission as an independent accountant, has shown good cause for reinstatement.  
+Therefore, it is accordingly, 
+ORDERED pursuant to Rule 102(e)(5)(i) of the Commission's Rules of Practice that 
+Jeffrey M. Yonkers, CPA is hereby reinstated to appear and practice before the Commission as 
+an independent accountant. 
+By the Commission. 
+Elizabeth M. Murphy 
+Secretary 
+3 Rule 102(e)(5)(i) provides: 
+“An application for reinstatement of a person permanently suspended or disqualified under paragraph (e)(1) or (e)(3) 
+of this section may be made at any time, and the applicant may, in the Commission’s discretion, be afforded a 
+hearing; however, the suspension or disqualification shall continue unless and until the applicant has been reinstated 
+by the Commission for good cause shown.” 17 C.F.R. § 201.102(e)(5)(i). 
+2
+ 

raw/aaer/2009/AAER-2932.txt

@@ -0,0 +1,1382 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Thom A. Faria, Stephen J. McLaughlin and William M. Stickney 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/505011","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Thom A. Faria, Stephen J. McLaughlin and William M. Stickney
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Thom A. Faria, Stephen J. McLaughlin and William M. Stickney
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20891 / February 10, 2009 
+
+ Accounting and Auditing Enforcement Release No. 2932 / February 10, 2009 
+
+  Securities and Exchange Commission v. Thom A. Faria, Stephen J. McLaughlin and William M. Stickney , (United States District Court for the District of Massachusetts, Civil Action No. 06-10657-WJY) 
+
+ Final Judgment Entered Against Former Officer of MetLife, Inc. Subsidiary New England Financal Charged in Fraudulent Scheme to Hide Expenses 
+
+
+
+ 
+
+ The Securities and Exchange Commission ("Commission") announced today that on February 9, 2009, the United States District Court for the District of Massachusetts entered a final judgment by consent against Thom A. Faria, of Needham, Massachusetts, the last defendant in a financial fraud case filed in April 2006.  Faria is a former officer of MetLife, Inc. and its insurance company subsidiary New England Financial (NEF).  The Commission's action charged that Faria and two other defendants engaged in a scheme to improperly hide NEF expenses that led directly to the publication of materially false financial statements by MetLife and NEF.  Faria, who was the former president of the NEF distribution channel and a senior vice president of MetLife, settled the matter without admitting or denying the Commission's allegations.  He consented to the entry of a final judgment enjoining him from future violations of the federal securities laws, ordering him to pay a total of over $97,000 in disgorgement, prejudgment interest and civil penalties, and barring him from serving as an officer or director of a public company for five years.   
+
+ The Commission's complaint, filed on April 13, 2006, alleges that over a period of years, Faria and two other defendants engaged in a scheme to hide certain NEF expenses in an effort to make NEF appear more efficient than it actually was.  The complaint alleges that defendants hid certain non-commission expenses by reclassifying them as commission expenses in NEF's internal books and records.  The complaint alleged that Faria was aware of and authorized the improper reclassifications.  All told, the complaint alleges that the scheme resulted in the improper reclassification of over $100 million in NEF expenses, the direct result of which was the publication of materially false overstatements of MetLife and NEF net income in financial statements filed with the Commission from 2000 to 2003. 
+
+ The complaint alleged that through his fraudulent conduct, Faria violated Section 17(a) of the Securities Act of 1933 ("Securities Act"), 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 Section 34(b) of the Investment Company Act of 1940 ("Investment Company Act"), as well as aided and abetted uncharged MetLife violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11 and 13a-13 thereunder.  The complaint also alleged that Faria aided and abetted uncharged MetLife/NEF violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. 
+
+ Without admitting or denying the allegations of the complaint, Faria consented to the entry of a final judgment that (1) permanently enjoins him from future violations of Section 17(a) of the Securities Act, Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder, and Section 34(b) of the Investment Company Act, 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, 13a-11 and 13a-13 thereunder; (2) requires him to pay a civil penalty of $40,000; (3) requires him to disgorge $40,687, plus pre-judgment interest in the amount of $16,652.95; and (4) bars him from serving as an officer and director of a public company for five years. 
+
+ Faria's two co-defendants, former NEF employees Stephen McLaughlin and William Stickney, previously agreed to settle the Commission's charges.  Judgments by consented were entered against Stickney in July 2007 and McLaughlin in October 2007.   
+
+ For further information, please see: Litigation Release No.  19656  (April 13, 2006); Securities Exchange Act Rel. No. 56168 (July 30, 2007); Securities Exchange Act Release No. 56668 (October 17, 2007). 
+
+ 
+
+    
+ SEC Complaint in this matter  -->
+
+ 
+ 
+  
+   
+      
+                                   
+               
+     
+
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2933.txt

@@ -0,0 +1,95 @@
+ 
+ 
+  
+ 
+  
+ 
+ 
+ 
+ 
+______________________________ 
+  
+  
+   
+    
+ 
+ 
+  
+ 
+  
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+                         
+  
+ 
+ 
+UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 59390 / February 11, 2009 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 2933 / February 11, 2009 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13369 
+: 
+In the Matter of  :
+ : ORDER OF SUSPENSION PURSUANT 
+Ronald M. Bandyk, CPA, : TO RULE 102(e)(2) OF THE 
+: COMMISSION’S RULES OF PRACTICE  
+Respondent.  : 
+______________________________: 
+I. 
+The Securities and Exchange Commission deems it appropriate to issue an order of 
+forthwith suspension of Ronald M. Bandyk (“Bandyk”) pursuant to Rule 102(e)(2) of the 
+Commission’s Rules of Practice [17 C.F.R. §200.102(e)(2)].
+1 
+II. 
+The Commission finds that:  
+1. Bandyk is a Registered Certified Public Accountant in Illinois. 
+2. On August 21, 2007, a judgment of conviction was entered against Bandyk in 
+United States v. Putnam, et al., No. 03-CR-268-5, in the United States District Court for the 
+Northern District of Illinois, finding him guilty of one count of securities fraud.  The conduct 
+occurred while Bandyk was a vice-president of Anicom, Inc., a publicly traded company.  
+3. As a result of this conviction, Bandyk was sentenced to 30 days imprisonment in 
+Rule 102(e)(2) provides in pertinent part: “Any ... person who has been convicted of a felony or a 
+misdemeanor involving moral turpitude shall be forthwith suspended from appearing or practicing before the 
+Commission.” 
+1 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+a federal penitentiary and two years of supervised release, and ordered to pay a fine in the 
+amount of $10,000. 
+III. 
+In view of the foregoing, the Commission finds that Bandyk has been convicted of a 
+felony within the meaning of Rule 102(e)(2) of the Commission’s Rules of Practice. 
+Accordingly, it is ORDERED, that Ronald M. Bandyk is forthwith suspended from 
+appearing or practicing before the Commission pursuant to Rule 102(e)(2) of the Commission’s 
+Rules of Practice. 
+By the Commission. 
+Elizabeth M. Murphy 
+Secretary 
+2
+ 

raw/aaer/2009/AAER-2934.txt

@@ -0,0 +1,1391 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | ITT Corporation 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/505036","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"field_group":{"html_element":{"mode":"default","context":"view","settings":{"classes":"rightrail-list","show_empty_fields":false,"id":"","element":"div","show_label":true,"label_element":"h2","label_element_classes":"","attributes":"","effect":"none","speed":"fast"}}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              ITT Corporation
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        ITT Corporation
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20896 / February 11, 2009 
+
+ Accounting and Auditing Enforcement Release No. 2934 / February 11, 2009 
+
+  Securities and Exchange Commission v. ITT Corporation , Civil Action No. 1:09-cv-00272 (RJL) (D.D.C. filed Feb. 11, 2009) 
+
+ SEC FILES SETTLED CHARGES AGAINST ITT CORPORATION FOR VIOLATIONS OF THE BOOKS AND RECORDS AND INTERNAL CONTROLS PROVISIONS OF THE FOREIGN CORRUPT PRACTICES ACT 
+
+ The Securities and Exchange Commission today filed a settled civil injunctive action in the U.S. District Court for the District of Columbia against ITT Corporation ("ITT"), a New York-based global multi-industry company, alleging violations of Section 13(b)(2)(A) and (B) of the Securities Exchange Act of 1934 ("Exchange Act"). Those provisions are part of the Foreign Corrupt Practices Act books and records and internal controls provisions. The Commission's complaint alleges that ITT's violations of the provisions resulted from payments to Chinese government officials by ITT's wholly-owned Chinese subsidiary, Nanjing Goulds Pumps Ltd. ("NGP"). From 2001 through 2005, NGP's illicit payments to employees of numerous Chinese state-owned entities ("SOEs") totaled approximately $200,000. The customers associated with those illicit payments generated over $4 million in sales to NGP, from which ITT realized improper profits of more than $1 million. 
+
+ According to the Commission's Complaint: 
+
+ 
+   ITT's subsidiary, NGP, is based in Nanjing, China and is part of ITT's Fluid Technology division. NGP distributes a variety of water pump products that are sold to power plants, building developers, and general contractors throughout China. During the years 2001 through 2005, NGP directly through certain employees, or indirectly through third-party agents, made illicit payments to SOEs to influence the purchase of NGP water pumps for large infrastructure projects in China. The projects were developed, constructed, and owned by SOEs ("project SOEs"). NGP made the payments to employees of Design Institutes, some of which were SOEs, that assisted in the design of the projects to ensure that the Design Institutes recommended NGP water pumps to the project SOEs. In at least one instance, a third-party agent made a payment directly to employees of a project SOE. The payments made by NGP were disguised as increased commissions in NGP's books and records. The improper NGP entries were consolidated and included in ITT's financial statements contained in its filings with the Commission for the company's fiscal years 2001 through 2005. 
+
+   ITT did not make or keep books, records, and accounts which, in reasonable detail, accurately and fairly reflected the illicit payments by NGP employees and the related disposition of its assets. ITT also failed to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions were executed in accordance with management's general or specific authorization; (ii) transactions were recorded as necessary to maintain accountability for its assets; and (iii) access to its assets was permitted only in accordance with management's general or specific authorization. 
+ 
+
+ ITT, without admitting or denying the allegations in the Commission's complaint, consented to the entry of a final judgment permanently enjoining it from future violations of Section 13(b)(2)(A) and (B) of the Exchange Act; ordering the company to pay disgorgement of $1,041,112, together with prejudgment interest thereon of $387,538.11; and imposing a $250,000 civil penalty, pursuant to Section 21(d)(3) of the Exchange Act. The Commission considered that ITT self-reported, cooperated with the Commission's investigation, and instituted subsequent remedial measures. 
+
+ 
+   SEC Complaint  
+
+ 
+ 
+  
+   
+      
+                                   
+               
+     
+
+           
+                
+ 
+   Resources 
+    
+       
+                
+     
+      SEC Complaint 
+   
+  
+           
+  
+   
+       
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2935.txt

@@ -0,0 +1,1399 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Halliburton Company and KBR, Inc. 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/505041","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"field_group":{"html_element":{"mode":"default","context":"view","settings":{"classes":"rightrail-list","show_empty_fields":false,"id":"","element":"div","show_label":true,"label_element":"h2","label_element_classes":"","attributes":"","effect":"none","speed":"fast"}}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Halliburton Company and KBR, Inc.
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Halliburton Company and KBR, Inc.
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20897A / February 11, 2009 
+
+ Accounting and Auditing Enforcement Release No. 2935A / February 11, 2009 
+
+  Securities and Exchange Commission v. Halliburton Company and KBR, Inc. , 4:09-CV-399, S.D. Tex. (Houston) 
+
+ SEC Charges KBR, Inc. with Foreign Bribery; Charges Halliburton Co. and KBR, Inc. with Related Accounting Violations â€" Companies to Pay Disgorgement of $177 Million; KBR Subsidiary to Pay Criminal Fines of $402 Million; Total Payments to be $579 Million 
+
+ The Securities and Exchange Commission today announced settlements with KBR, Inc. and Halliburton Co. to resolve SEC charges that KBR subsidiary Kellogg Brown & Root LLC bribed Nigerian government officials over a 10-year period, in violation of the Foreign Corrupt Practices Act (FCPA), in order to obtain construction contracts. The SEC also charged that KBR and Halliburton, KBR's former parent company, engaged in books and records violations and internal controls violations related to the bribery. 
+
+ KBR and Halliburton have agreed to pay $177 million in disgorgement to settle the SEC's charges. Kellogg Brown & Root LLC has agreed to pay a $402 million fine to settle parallel criminal charges brought today by the U.S. Department of Justice. The sanctions represent the largest combined settlement ever paid by U.S. companies since the FCPA's inception. 
+
+ Kellogg Brown & Root LLC's predecessor entities (Kellogg, Brown & Root, Inc. and The M.W. Kellogg Company) were members of a four-company joint venture that won the construction contracts worth more than $6 billion. In September 1998, Halliburton acquired Dresser Industries, Inc., the parent company of The M.W. Kellogg Company. 
+
+ The SEC alleges that beginning as early as 1994, members of the joint venture determined that it was necessary to pay bribes to officials within the Nigerian government in order to obtain the construction contracts. The former CEO of the predecessor entities, Albert "Jack" Stanley, and others involved in the joint venture met with high-ranking Nigerian government officials and their representatives on at least four occasions to arrange the bribe payments. To conceal the illicit payments, the joint venture entered into sham contracts with two agents, one based in the United Kingdom and one based in Japan, to funnel money to Nigerian officials. 
+
+ The SEC's complaint alleges that the internal controls of Halliburton, the parent company of the KBR predecessor entities from 1998 to 2006, failed to detect or prevent the bribery, and that Halliburton records were falsified as a result of the bribery scheme. In September 2008, Stanley pleaded guilty to bribery and related charges and entered into a settlement with the SEC. 
+
+ The SEC alleges that officials of the joint venture formed a "cultural committee" to decide how to carry out the bribery scheme. The committee decided to use the United Kingdom agent to make payments to high-ranking Nigerian officials and to use the Japanese agent to make payments to lower-ranking Nigerian officials. As the joint venture was paid for work on the construction project, the joint venture in turn made payments to the Japanese agent and to the Swiss and Monaco bank accounts of the United Kingdom agent. The total payments to the two agents exceeded $180 million. After receiving the money, the United Kingdom agent made substantial payments to accounts controlled by Nigerian government officials, and beginning in 2002 paid $5 million in cash to a Nigerian political party. 
+
+ The SEC's complaint further alleges that, after the Dresser acquisition, Halliburton failed to devise and maintain adequate internal controls to govern the use of foreign sales agents and failed to maintain and enforce the internal controls it had. Halliburton's due diligence investigation of the United Kingdom agent failed to detect or prevent the bribery scheme. Halliburton conducted no due diligence on the Japanese agent. As a result of the scheme, numerous Halliburton records contained false information relating to the payments to the agents. 
+
+ Without admitting or denying the SEC's allegations, KBR and Halliburton have consented to the entry of a court order that (i) permanently enjoins KBR from violating the anti-bribery and records falsification provisions in Sections 30A, 13(b)(5) and Rule 13b2-1 of the Securities Exchange Act of 1934, and from aiding and abetting violations of the record-keeping and internal control provisions in Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act; (ii) permanently enjoins Halliburton from violating the record-keeping and internal control provisions of the Exchange Act; (iii) orders the companies to disgorge $177 million in ill-gotten profits derived from the scheme; (iv) imposes an independent monitor for KBR for a period of three years to review its FCPA compliance program, and (v) imposes an independent consultant for Halliburton to review its policies and procedures as they relate to compliance with the FCPA. The proposed settlements are subject to the court's approval. 
+
+ In the related criminal proceeding announced today, the U.S. Department of Justice filed a criminal action against Kellogg Brown & Root LLC, charging one count of conspiring to violate the FCPA and four counts of violating the anti-bribery provisions of the FCPA. Kellogg Brown & Root LLC has pled guilty to each of these counts. Under its plea agreement, Kellogg Brown & Root LLC is required to pay a criminal fine of $402 million and to retain a monitor to review and evaluate KBR's policies and procedures as they relate to compliance with the FCPA. 
+
+ The Commission acknowledges the assistance of the U.S. Department of Justice, Fraud Section; the Federal Bureau of Investigation; and foreign authorities in Europe, Asia, Africa and the Americas. The Commission's investigation is continuing. 
+
+ 
+   SEC Complaint  
+
+ 
+ 
+  
+   
+      
+                                   
+               
+     
+
+           
+                
+ 
+   Resources 
+    
+       
+                
+     
+      SEC Complaint 
+   
+  
+           
+  
+   
+       
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2936.txt

@@ -0,0 +1,1379 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Meridian Holdings, Inc., Anthony C. Dike and Michelle V. Nguyen 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/505046","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Meridian Holdings, Inc., Anthony C. Dike and Michelle V. Nguyen
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Meridian Holdings, Inc., Anthony C. Dike and Michelle V. Nguyen
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20898 / February 11, 2009 
+
+ Accounting and Auditing Enforcement Release No. 2936 / February 11, 2009 
+
+  Securities and Exchange Commission v. Meridian Holdings, Inc., Anthony C. Dike and Michelle V. Nguyen , Case No. CV 07-06335 DDP (SSx) (C.D. Cal.) 
+
+ 
+
+ The Securities and Exchange Commission ("Commission") announced today that the Honorable Dean D. Pregerson, United States District Court Judge for the Central District of California, entered final judgments, by consent, permanently enjoining Meridian Holdings, Inc. ("Meridian"), Anthony C. Dike ("Dike") and Michelle V. Nguyen ("Nguyen") from future violations of Sections 10(b), 13(a) and 13(b)(2)(A) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20 and 13a-13 thereunder.  In addition, both Meridian and Dike were permanently enjoined from future violations of Section 302(b) of Regulation S-T, and Dike was further permanently enjoined from future violations of Exchange Rule 13a-14.  Dike was also ordered to pay a civil penalty in the amount of $25,000, and is prohibited for five years from the date of the judgment from acting as an officer or director of a public company.  Nguyen was ordered to pay a civil penalty in the amount of $15,000 and, in a separate administrative proceeding, was suspended from appearing or practicing before the Commission as an accountant, with the right to request reinstatement after three years. 
+
+ Meridian, which was located in Culver City, California, owned interests in companies that engage in e-commerce in the medical industry, and provided management services to those companies.  The Commission's complaint, filed on September 28, 2007, alleged that the financial statements filed with Meridian's 2004 second and third quarter reports caused Meridian to materially overstate it assets and represent it had significant gains, when, in fact, it should have reported losses.  Meridian also backdated officer certifications required by the Sarbanes-Oxley Act, the Commission alleged.  
+
+ The Commission's complaint alleged that during the second and third quarters of its 2004 fiscal year, Meridian improperly recognized a $30 million default judgment and interest as assets and income when it had no reasonable basis to believe the judgment was collectible.  As a result, Meridian turned quarterly losses of seven cents per share into earnings of $2.12 per share.  Similarly, Meridian recognized additional interest on the default judgment during the third quarter of 2004. The complaint alleged that this improper recognition again turned quarterly losses into quarterly gains. 
+  
+ In addition to Meridian, the complaint alleged that Dike, Meridian's chairman and chief executive officer, and Nguyen, a CPA, and Meridian's former principal financial officer and interim chief financial officer,  prepared Meridian's misleading financial statements by booking the $30 million default judgment when neither had any reasonable basis to believe the judgment was collectible.  The complaint further alleged that when Dike filed Meridian's second and third quarter reports, he included Nguyen's name on the Sarbanes-Oxley Act certifications filed with the reports even though he knew Nguyen had not signed them.  While Nguyen is alleged to have signed the certifications included with Meridian's second quarter report after it had been filed, she never signed the certifications included with Meridian's third quarter report.  Meridian also provided the Commission staff with backdated certifications filed with its 2004 annual report. 
+
+ On, October 30, 2009, Meridian filed with the Commission a certification and notice of termination of its registration under Section 12(g) of the Exchange Act.   
+
+ See also:   LR-20318  (October 1, 2007); SEA Release 34-59317 (January 29, 2009); AAER 2928 (January 29, 2009). 
+
+
+ 
+
+    
+ SEC Complaint in this matter  -->
+
+ 
+ 
+  
+   
+      
+                                   
+               
+     
+
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2937.txt

@@ -0,0 +1,1414 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Research in Motion Limited, Dennis Kavelman, Arcangelo Loberto, James Balsillie and Mihal Lazaridis 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/505066","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"field_group":{"html_element":{"mode":"default","context":"view","settings":{"classes":"rightrail-list","show_empty_fields":false,"id":"","element":"div","show_label":true,"label_element":"h2","label_element_classes":"","attributes":"","effect":"none","speed":"fast"}}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Research in Motion Limited, Dennis Kavelman, Arcangelo Loberto, James Balsillie and Mihal Lazaridis
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Research in Motion Limited, Dennis Kavelman, Arcangelo Loberto, James Balsillie and Mihal Lazaridis
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20902 / February 17, 2009 
+
+ Accounting and Auditing Release No. 2937 / February 17, 2009 
+
+  Securities and Exchange Commission v. Research in Motion Limited, Dennis Kavelman, Arcangelo Loberto, James Balsillie and Mihal Lazaridis , 1:09-cv-00301 (RBW) (D.D.C.) 
+
+ SEC CHARGES RESEARCH IN MOTION AND FOUR OF ITS SENIOR EXECUTIVES WITH STOCK OPTION BACKDATING 
+
+ The Securities and Exchange Commission today charged Ontario, Canada, BlackBerry maker Research in Motion Limited (RIM) and four of its senior executives with stock option backdating. 
+
+ The SEC's complaint alleges that RIM, its former Chief Financial Officer Dennis Kavelman, former Vice President of Finance Angelo Loberto, and Co-Chief Executive Officers James Balsillie and Mike Lazaridis illegally granted undisclosed, in-the-money options to RIM executives and employees by backdating millions of stock options over an eight-year period from 1998 through 2006. The complaint alleges that the defendants made false and misleading disclosures about how RIM priced and accounted for options, and that the illicit backdating provided the executives and other employees with millions of dollars in undisclosed compensation. In addition, according to the complaint, the backdating violated the terms of RIM's stock option plan and a listing requirement of the Toronto Stock Exchange. RIM's stock is listed on both the NASDAQ Stock Market and the Toronto Stock Exchange. 
+
+ As alleged in the complaint, Kavelman, Loberto, Balsillie and Lazaridis backdated option agreements and offer letters, which concealed the fact that the options were granted in-the-money. The complaint also alleges that Kavelman and Loberto took steps to hide the backdating from regulators, RIM's independent auditor and outside lawyer. The complaint further alleges that after all four executives were aware of backdating issues that had come to light at other companies, they attended RIM's July 2006 annual shareholder meeting where Kavelman misled investors by denying that RIM was backdating options. 
+
+ The SEC's complaint, filed in federal court in the District of Columbia, contains the following additional allegations: 
+
+   From 1998 through 2006, RIM, Kavelman, Loberto, Balsillie and Lazaridis backdated approximately 1,400 stock option grants for a total of nearly seven million shares, including new hire, group, promotional and periodic grants.  
+
+    Balsillie initially ran RIM's stock option program and directed others to backdate his own and other employees' options. Kavelman assumed increasing responsibility for the option program and approved backdating many grants. Loberto helped carry out the backdating and selected prior dates with low prices for a number of grants. Lazaridis requested that options for certain new hires and employees be backdated.  
+
+    At times, when RIM's stock price dropped after employees had received options, the four executives re-priced the same options at substantially lower backdated prices.  
+
+    To one new hire, Kavelman expressed a concern about an "optics issue" with the regulators if the new hire's start date did not match the grant date for his options. Nevertheless, Kavelman and Balsillie agreed to backdate the options to the lowest price before the new hire's start date.  
+
+    Kavelman and Loberto usually picked low strike prices within reporting periods and in some instances avoided the lowest price so regulators would not detect the backdating. In addition, Kavelman asked a manager not to document improper pricing in e-mails. Kavelman wrote, "FYI, it is a major breach of protocol to be discussing (and documenting via email) using option pricing other than that allowable by the Ontario Securities Commission and the SEC in the US."  
+
+    Kavelman and Loberto received numerous documents from RIM's outside lawyer, RIM's auditor, the securities industry and RIM's own finance department explaining the accounting for options and options pricing, but they ignored all of the information and advice they received.  
+
+    The defendants' misconduct caused RIM, from fiscal year 1999 to the first quarter of fiscal year 2007: (i) to falsely disclose in its annual and other reports, management information circulars and registration statements that RIM's options were granted at exercise prices equal to the fair market value of RIM's common stock at the date of the grants; and (ii) to file materially false and misleading financial statements that understated RIM's compensation expenses and overstated its quarterly and annual net income or understated its net losses.  
+  All defendants have agreed to settle this matter, without admitting or denying the allegations in the SEC's complaint, on the following terms: 
+
+ RIM consented to the entry of an order permanently enjoining it from violating the antifraud provisions of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5, and the reporting, books and records and internal controls provisions of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1 and 13a-16. The settlement with RIM takes into account RIM's cooperation during the SEC's investigation. 
+
+ Kavelman and Loberto consented to an order permanently enjoining them from violating the antifraud provisions of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5, the internal controls and books and records provisions of Section 13(b)(5) of the Exchange Act and Exchange Act Rule 13b2-1, the misrepresentations to auditors provision of Exchange Act Rule 13b2-2; and from aiding and abetting RIM's violations of the reporting, books and records and internal controls provisions. Kavelman also consented to an order permanently enjoining him from violating the certification provision of Exchange Act Rule 13a-14. Kavelman and Loberto agreed to be barred for a period of five years from serving as officers or directors of any issuer that has a class of securities registered with the SEC or that is required to file reports with the SEC. In addition, Kavelman and Loberto agreed to resolve an anticipated administrative proceeding by consenting to an SEC order prohibiting them from appearing or practicing before the SEC as accountants for five years. 
+
+ Balsillie and Lazaridis consented to the entry of an order permanently enjoining them from violating the antifraud provisions of Sections 17(a)(2) and 17(a)(3) of the Securities Act, and the internal controls and books and records provisions of Section 13(b)(5) of the Exchange Act and Exchange Act Rule 13b2-1; and from aiding and abetting RIM's violations of the reporting, books and records and internal controls provisions. 
+
+ The individual defendants will pay civil penalties in the following amounts: $500,000 for Kavelman; $425,000 for Loberto; $350,000 for Balsillie; and $150,000 for Lazaridis. The individual defendants also agreed to disgorge the in-the-money value of backdated options they had exercised ($132,914.60 for Kavelman, $47,950.56 for Loberto, $334,250 for Balsillie and $328,300 for Lazaridis) plus interest. Their disgorgement will be deemed satisfied by their previous payment of these amounts to RIM. 
+
+ The settlements in the civil injunctive action are subject to the approval of the U.S. District Court for the District of Columbia. 
+
+ On February 5, 2009, the Ontario Securities Commission brought a related settled action against RIM, Balsillie, Lazaridis, Kavelman, Loberto and certain other directors which included the total payment in Canadian dollars of $76.85 million and other sanctions. The SEC acknowledges the assistance of the Ontario Securities Commission in this matter. 
+
+ 
+   SEC Complaint  
+
+ 
+ 
+  
+   
+      
+                                   
+               
+     
+
+           
+                
+ 
+   Resources 
+    
+       
+                
+     
+      SEC Complaint 
+   
+  
+           
+  
+   
+       
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2938.txt

@@ -0,0 +1,96 @@
+   
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+   
+UNITED STATES OF AMERICA  
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934  
+Release No. 59422 / February 19, 2009 
+ACCOUNTING AND AUDITING ENFORCEMENT  
+Release No. 2938 / February 19, 2009 
+ADMINISTRATIVE PROCEEDING  
+File No. 3-9171 
+: ORDER GRANTING APPLICATION FOR 
+: REINSTATEMENT TO APPEAR AND PRACTICEIn the Matter of : BEFORE THE COMMISSION AS AN ACCOUNTANT 
+: RESPONSIBLE FOR THE PREPARATION OR Greg Steven Kaplan, CPA : REVIEW OF FINANCIAL STATEMENTS REQUIRED 
+: TO BE FILED WITH THE COMMISSION 
+On October 21, 1996, Greg Steven Kaplan, CPA (“Kaplan”) was denied the privilege of 
+appearing or practicing as an accountant before the Commission as a result of settled public 
+administrative proceedings instituted by the Commission against Kaplan pursuant to Rule 102(e) 
+of the Commission's Rules of Practice.1  Kaplan consented to the entry of the order without 
+admitting or denying the findings therein.  This order is issued in response to Kaplan’s 
+application for reinstatement to appear and practice before the Commission as an accountant 
+responsible for the preparation or review of financial statements required to be filed with the 
+Commission. 
+The Commission found that during 1992 and 1993 Kaplan willfully violated Section 
+10(b) of the Securities Exchange Act of 1934 and Rules 10b-5 and 13b2-2 thereunder in 
+connection with his conduct as the Chief Financial Officer of Pace American Group, Inc 
+(“Pace”). Kaplan was reckless in the performa nce of his professional duties, namely in his 
+failure to account for loss reserves in conformity with Generally Accepted Accounting Principles 
+in consolidated financial statements filed with the Commission.  In addition, Kaplan failed to 
+disclose material information and signed a misleading management representation letter to 
+Pace’s auditors.   
+In his capacity as a preparer or reviewer, or as a person responsible for the preparation or 
+review, of financial statements of a public company to be filed with the Commission, Kaplan 
+1 See Accounting and Auditing Enforcement Release No. 844 dated October 21, 1996.  Kaplan was permitted, 
+pursuant to the order, to apply for reinstatement after five years upon making certain showings. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+ 
+ 
+ 
+    
+    
+ 
+attests that he will undertake to have his work reviewed by the independent audit committee of 
+any company for which he works, or in some other manner acceptable to the Commission, while 
+practicing before the Commission in this capacity. Kaplan is not, at this time, seeking to appear 
+or practice before the Commission as an independent accountant.  If he should wish to resume 
+appearing and practicing before the Commission as an independent accountant, he will be 
+required to submit an application to the Commission showing that he has complied and will 
+comply with the terms of the original suspension order in this regard.  Therefore, Kaplan’s denial 
+of the privilege of appearing or practicing before the Commission as an independent accountant 
+continues in effect until the Commission determines that a sufficient showing has been made in 
+this regard in accordance with the terms of the original suspension order. 
+Rule 102(e)(5) of the Commission’s Rules of Practice governs applications for 
+reinstatement, and provides that the Commission may reinstate the privilege to appear and 
+practice before the Commission “for good cause shown.”
+2  This “good cause” determination is 
+necessarily highly fact specific. 
+On the basis of information supplied, representations made, and undertakings agreed to 
+by Kaplan and by undertaking to have his work reviewed by the independent audit committee of 
+any company for which he works, or in some other manner acceptable to the Commission, in his 
+practice before the Commission as a preparer or reviewer of financial statements required to be 
+filed with the Commission, Kaplan has shown good cause for reinstatement.  Therefore, it is 
+accordingly, 
+ORDERED pursuant to Rule 102(e)(5)(i) of the Commission's Rules of Practice that 
+Greg Steven Kaplan, CPA is hereby reinstated to appear and practice before the Commission as 
+an accountant responsible for the preparation or review of financial statements required to be 
+filed with the Commission. 
+By the Commission. 
+Elizabeth M. Murphy 
+Secretary 
+2 Rule 102(e)(5)(i) provides: 
+“An application for reinstatement of a person permanently suspended or disqualified under paragraph (e)(1) or (e)(3) 
+of this section may be made at any time, and the applicant may, in the Commission’s discretion, be afforded a 
+hearing; however, the suspension or disqualification shall continue unless and until the applicant has been reinstated 
+by the Commission for good cause shown.” 17 C.F.R. § 201.102(e)(5)(i). 
+2
+ 

raw/aaer/2009/AAER-2939.txt

@@ -0,0 +1,172 @@
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+       
+      
+ 
+  
+ 
+      
+    
+      
+    
+       
+       
+  
+   
+ 
+ 
+ 
+ 
+   
+ 
+                                                 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 59423 / February 19, 2009 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 2939 / February 19, 2009 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13374 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+DAVID J. LUBBEN, : 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 David J. 
+Lubben (“Respondent” or “Lubben”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of 
+Practice.
+1 
+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 attorney . . . who has been 
+by name: (A) 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. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+  
+ 
+ 
+ 
+ 
+  
+ 
+ 
+   
+ 
+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 
+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. Lubben, age fifty-six (56), is and has been an attorney licensed to practice in 
+the State of Minnesota.  From 1996 until late 2006, he served as General Counsel to UnitedHealth 
+Group Inc. (“UnitedHealth”). 
+2. UnitedHealth is and was, at all relevant times, a Minnesota corporation with 
+its principal place of business in Minnetonka, Minnesota.  UnitedHealth is a diversified health and 
+well-being company offering a variety of insurance and other products and services to 
+approximately 70 million individuals through six operating businesses.  UnitedHealth’s securities 
+are registered with the Commission pursuant to Section 12(b) of the Securities Exchange Act of 
+1934 (“Exchange Act”) and are listed on the New York Stock Exchange. 
+3. On January 23, 2009, a final judgment was entered against Respondent in 
+the civil action entitled Securities and Exchange Commission v. David J. Lubben, 08-cv-6454, in 
+the United States District Court for the District of Minnesota.  The final judgment permanently 
+enjoined Lubben from future violations of Section 17(a) of the Securities Act of 1933 (“Securities 
+Act”) and Sections 10(b), 13(b)(5), 14(a) and 16(a) of the Exchange Act and Rules 10b-5, 13b2-1, 
+14a-9 and 16a-3 thereunder, and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A), 
+13(b)(2)(B) and 16(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, 13a-13 and 16a-3 
+thereunder.  The final judgment also ordered that Lubben is liable for $1,403,310 in disgorgement, 
+plus $347,211 in prejudgment interest, and a $575,000 civil money penalty.  
+4. The Commission’s complaint alleged, among other things, that Lubben 
+participated in a stock options backdating scheme at UnitedHealth, in which hindsight was used 
+to pick advantageous grant dates for the Company’s nonqualified stock options, which dates 
+corresponded to dates of historically low annual or quarterly closing prices for UnitedHealth’s 
+common stock.  The complaint further alleged that various individuals, including Lubben or 
+others acting at his direction, created false or misleading Company records indicating that the 
+grants had occurred on the earlier dates when the Company’s stock price had been at a low.  
+According to the complaint, because of the undisclosed backdating, for fiscal years 1996 through 
+2
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+2005, UnitedHealth filed with the Commission and disseminated to investors quarterly and 
+annual reports, proxy statements and registration statements that Lubben knew, or was reckless 
+in not knowing, contained or incorporated by reference materially false and misleading 
+statements pertaining to the true grant dates of UnitedHealth options and materially false and 
+misleading financial statements, which underreported compensation expenses.  
+In addition, the 
+complaint alleged that Lubben received and exercised backdated options on shares of UnitedHealth 
+stock, and thus personally benefited from the backdating. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Lubben’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+Lubben is suspended from appearing or practicing before the Commission as 
+an attorney for three (3) years. Furthermore, before appearing and resuming practice before 
+the Commission, Lubben must submit an affidavit to the Commission’s Office of General 
+Counsel truthfully stating, under penalty of perjury, that he has complied with the Order; that 
+he is not the subject of any suspension or disbarment as an attorney by a court of the United 
+States or of any state, territory, district, commonwealth, or possession; and that he has not 
+been convicted of a felony or misdemeanor involving moral turpitude as set forth in Rule 
+102(e)(2) of the Commission’s Rules of Practice.
+ 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
+ 

raw/aaer/2009/AAER-2940.txt

@@ -0,0 +1,1371 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Lawrence B. Evans et al. 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/505136","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Lawrence B. Evans et al.
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Lawrence B. Evans et al.
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20916 / February 26, 2009 
+
+ Accounting and Auditing Enforcement Release No. 2940 / February 26, 2009 
+
+  Securities and Exchange Commission v. Lawrence B. Evans et al. , Civil Action No. 07-CV-10027-JLT (D. Mass) (January 8, 2007) 
+
+ FINAL JUDGMENT ENTERED AGAINST FORMER ASPEN TECHNOLOGY CFO CHARGED IN CORPORATE ACCOUNTING FRAUD 
+
+ The Securities and Exchange Commission ("Commission") announced today that on February 25, 2009, the United States District Court for the District of Massachusetts entered a final judgment by consent against former Aspen Technology, Inc. ("Aspen") Chief Financial Officer Lisa W. Zappala, the last remaining defendant in a case filed by the Commission in January 2007. The Commission's action charged Zappala with, among other things, securities fraud in connection with her participation in a revenue inflation scheme with two other senior officers of Aspen, a Cambridge, Massachusetts software company. Without admitting or denying the allegations in the Commission's complaint, Zappala consented to the entry of a final judgment enjoining her from violating the anti-fraud and other provisions of the securities laws and ordering her to pay a total of $145,000 in disgorgement of ill-gotten gains, prejudgment interest, and civil penalties. 
+
+ According to the Commission's complaint, Zappala and two other defendants caused Aspen to report inflated revenue in the company's publicly-filed financial statements and in press releases on at least six software transactions during fiscal years 1999 through 2002. The Complaint alleged that the three defendants caused Aspen to recognize revenue during the relevant period despite knowing that Aspen was prohibited from doing so under Generally Accepted Accounting Principles because contracts were not signed within the appropriate quarter and/or the earnings process was incomplete due to contingency arrangements which changed the terms of the customers' payment commitments under the contracts. The Complaint alleged that, as a result of the fraudulent scheme, Aspen overstated license revenue for its fiscal year ended June 30, 2000 by 5.5% and for the fiscal year ended June 30, 2001 by 9.3%. The Complaint further alleged that, as a result of prematurely recognized revenue from those earlier periods, license revenue for the fiscal years ended June 30, 2002, 2003, and 2004 was understated by 1.8%, 13.9%, and 4.0% respectively. 
+
+ The final judgment imposed permanent injunctions prohibiting Zappala from violating Section 17(a) of the Securities Act of 1933, Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934, and Exchange Act Rules 10b-5, 13b2-1 and 13b2-2; and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act, and Exchange Act Rules 12b-20, 13a-1, 13a-11 and 13a-13. In addition, the final judgment ordered Zappala to pay a $75,000 civil penalty, $49,653 in disgorgement, and $20,347 in prejudgment interest, and barred Zappala from serving as an officer or director of any public company for two years. Zappala has also consented to the suspension of her privilege of appearing or practicing before the Commission as an accountant, with the right to apply for reinstatement after two years, in related administrative proceedings to be instituted after entry of the permanent injunctions. 
+
+ The Commission acknowledges the assistance of the U.S. Attorney's Office for the Southern District of New York and the FBI. 
+
+ For further information, please see: Litigation Release No.  19960  (January 8, 2007), Litigation Release No.  20059  (March 29, 2007), Administrative Proceeding Release No.  33-8827  (July 31, 2007), and Litigation Release No.  20803  (November 13, 2008). 
+
+ 
+ 
+  
+ 
+      
+                                   
+               
+     
+
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2942.txt

@@ -0,0 +1,175 @@
+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+ SECURITIES AND EXCHANGE COMMISSION 
+ 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 59500 / March 4, 2009 
+ 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 2942 / March 4, 2009 
+ 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13389 
+ 
+ 
+In the Matter of 
+ 
+Sherry J. Polonsky 
+ 
+Respondent. 
+ 
+ 
+ 
+ 
+ 
+ORDER INSTITUTING CEASE-AND-DESIST 
+PROCEEDINGS PURSUANT TO SECTION 
+21C OF THE SECURITIES EXCHANGE ACT 
+OF 1934, MAKING FINDINGS, AND 
+IMPOSING A CEASE-AND-DESIST ORDER  
+   
+ 
+I. 
+ 
+ The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
+and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
+Exchange Act of 1934 (“Exchange Act”), against Sherry J. Polonsky (“Polonsky” or 
+“Respondent”). 
+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 
+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 her and the subject matter of these 
+proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
+and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
+Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.   
+ 
+III. 
+ 
+ 2
+ On the basis of this Order and Res pondent’s Offer, the Commission finds1 that: 
+ 
+ 
+Respondent 
+ 
+1. Polonsky, 47 and a resident of Winston-Salem, North Carolina, was Vice President 
+of Finance and then Senior Vice President of Finance for Krispy Kreme Doughnuts, Inc. (“Krispy 
+Kreme” or the “Company”) between January 2002 when she joined the Company and her 
+resignation on June 17, 2005.  Krispy Kreme is a public issuer and doughnut retailer and franchisor 
+based in North Carolina.  Polonsky’s responsibilities at Krispy Kreme included overseeing 
+segments of the Company’s accounting, financial reporting, and tax functions. 
+Overview 
+2. In the third and fourth quarters of Krispy Kreme’s 2004 fiscal year, Polonsky 
+caused Krispy Kreme to record improperly two round-trip transactions in connection with the 
+acquisition of Company franchises located in Michigan and California.  In both transactions, 
+Krispy Kreme paid money to the franchisee with the understanding that the franchisee would pay 
+the money back to Krispy Kreme.  In each instance, Krispy Kreme recognized additional income in 
+an amount roughly equal to the funds that were paid back to it. 
+3. As a result, Krispy Kreme filed annual, quarterly, and current reports with the 
+Commission that contained misstated financial results, failed to have books and records that 
+accurately and fairly reflected its transactions and disposition of assets, and failed to devise and 
+maintain internal accounting controls sufficient to provide reasonable assurances that its accounts 
+were accurately stated in accordance with generally accepted accounting principles. 
+First Round Trip Transaction 
+4. The first round trip transaction occurred at the end of October 2003, four days 
+before the closing of Krispy Kreme’s third quarter of its fiscal year 2004, in connection with the 
+acquisition of a franchise located in Michigan. 
+5. Specifically, as part of the acquisition transaction, the Company agreed to increase 
+the price it paid for the franchise by $535,463, which represented an approximation of the total of 
+two amounts that Krispy Kreme claimed it was owed by the franchisee, with the understanding that 
+the franchisee would pay the disputed amounts to Krispy Kreme as part of the acquisition’s 
+closing.  The Michigan franchisee had refused to pay these amounts and only agreed to pay them 
+after Krispy Kreme offered to increase the purchase price in an amount intended to cover the 
+disputed items.   
+6. Polonsky was told in an e-mail that the purchase price for the franchise would be 
+increased by the approximate total of the two disputed amounts so that those amounts would be 
+paid to Krispy Kreme as part of the acquisition’s closing.  In addition, a coworker discussed with 
+Polonsky increasing the purchase price to resolve remaining issues.  Despite the email and this 
+                                                 
+1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding 
+on any other person or entity in this or any other proceeding. 
+ 
+ 3
+conversation with the coworker, Polonsky directed that Krispy Kreme recognize income and 
+reclassify expenses in an amount equal to the total of the two disputed items. 
+7. As a result, when the acquisition closed, Krispy Kreme paid an increased purchase 
+price of $535,463, and recorded the transaction on its books and records as if it had been paid for 
+the two disputed amounts.  This overstated the Company’s net income in the third quarter by 
+approximately $310,000 after taxes. 
+ 
+Second Round Trip Transaction 
+8. The second round-trip transaction occurred in January 2004, in the fourth quarter of 
+Krispy Kreme’s 2004 fiscal year, in connection with Krispy Kreme’s acquisition of the remaining 
+interests in a franchise located in California, in which Krispy Kreme already owned a majority 
+interest. 
+9. Specifically, beginning in or about October 2003, Krispy Kreme initiated 
+negotiations with the remaining interest holders for acquisition of their interests.  During those 
+negotiations, the franchise manager of the California franchise, who individually owned 25% of 
+the franchise, ceased to manage the California franchise and Krispy Kreme, through its employees, 
+assumed his management responsibility. 
+10. During the course of negotiations, Krispy Kreme sought from the former franchise 
+manager a “management fee” as compensation to Krispy Kreme for the handling of his previous 
+management duties after October 2003.  Krispy Kreme suggested that such a fee be subtracted 
+from any amounts due the former franchise manager at closing for his 25% interest in the 
+franchise. 
+11. The former franchise manager refused to agree that any amount should be deducted 
+from the proceeds of the sale of his interest to Krispy Kreme. 
+12. A few days before the scheduled closing of the transaction and only about a week 
+before the end of the fourth quarter of Krispy Kreme’s 2004 fiscal year, Polonsky communicated 
+to the former franchise manager a proposal by Krispy Kreme that he accept a distribution from his 
+capital account in the franchise, that he could then pay back to Krispy Kreme as a management fee.  
+The former franchise manager was further told that at closing he would still receive the full amount 
+of the previously negotiated consideration for his 25% interest in the franchise. 
+13. By offering a non-pro rata distribution from the former franchise manager’s capital 
+account while at the same time assuring the former franchise manager that he would receive the 
+full amount of the previously agreed upon consideration for his 25% interest, Krispy Kreme was 
+orchestrating a round-trip transaction that lacked economic substance. 
+14. Krispy Kreme made a distribution to the former franchise manager from his capital 
+account in the amount of $597,415, which he immediately transferred back to Krispy Kreme as 
+payment of the management fee.  Polonsky caused Krispy Kreme to book this fee as income, 
+thereby overstating Krispy Kreme’s net income in the fourth quarter by approximately $361,000 
+after taxes. 
+ 4
+Respondent’s Violations 
+15. As a result of the conduct described above, Polonsky caused Krispy Kreme to 
+violate Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13, 
+thereunder, which require every issuer of a security registered pursuant to Section 12 of the 
+Exchange Act file with the Commission information, documents, and annual, quarterly, and 
+current reports as the Commission may require, and mandate that periodic reports contain such 
+further material information as may be necessary to make the required statements not misleading. 
+16. As a result of Polonsky’s actions, Krispy Kreme’s books, records and accounts did 
+not, in reasonable detail, accurately and fairly reflect its transactions and dispositions of assets. 
+17. In addition, as a further result of Polonsky’s actions, Krispy Kreme failed to devise 
+and maintain a system of internal accounting controls relating to its franchise acquisitions that were 
+sufficient to provide reasonable assurances that its accounts were accurately stated in accordance 
+with generally accepted accounting principles. 
+18. As a result of the conduct described above, Polonsky caused Krispy Kreme to 
+violate Section 13(b)(2)(A) of the Exchange Act, which requires reporting companies to make and 
+keep books, records, and accounts which, in reasonable detail, accurately and fairly reflect their 
+transactions and dispositions of their assets. 
+19. Lastly, as a result of the conduct described above, Polonsky caused Krispy Kreme 
+to violate Section 13(b)(2)(B) of the Exchange Act, which requires all reporting companies to 
+devise and maintain a system of internal accounting controls sufficient to provide reasonable 
+assurances that transactions are recorded as necessary to permit preparation of financial statements 
+in accordance with generally accepted accounting principles. 
+IV. 
+ 
+ In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondent Polonsky’s Offer. 
+ 
+ Accordingly, it is hereby ORDERED that: 
+ 
+ Pursuant to Section 21C of th e Exchange Act, Respondent Polonsky cease and desist from 
+causing any violations and any future violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B), of 
+the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder. 
+ 
+ 
+ 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  

raw/aaer/2009/AAER-2944.txt

@@ -0,0 +1,194 @@
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                
+ 
+  
+ 
+ 
+  
+    
+UNITED STATES OF AMERICA 
+Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 59530 / March 6, 2009 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 2944 / March 6, 2009 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13400 
+In the Matter of 
+STEPHAN HUSI 
+Respondent. 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE PROCEEDINGS 
+PURSUANT TO RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE, 
+MAKING FINDINGS, AND IMPOSING 
+REMEDIAL SANCTIONS 
+I. 
+The Securities and Exchange Commission (the “Commission”) deems it appropriate and in 
+the public interest that public administrative proceedings be, and hereby are, instituted against 
+Stephan Husi (the “Respondent” or “Husi”) 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 
+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.2. below, which are admitted, Respondent 
+consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Rule 
+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. 
+1 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 
+Sanctions (the “Order”), as set forth below. 
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds that: 
+1. Husi, age 48, has held a certificate as a “Swiss Certified Expert for 
+Accounting and Controlling” since 1996.  From April 2002 through October 2003, he was the Head 
+of Corporate Planning & Controlling of Centerpulse Ltd., a Swiss public company that 
+manufactured and marketed various medical devices.  From January 2001 through October 2003, 
+Centerpulse’s American Depositary Shares were registered in the United States pursuant to Section 
+12(b) of the Securities Exchange Act of 1934 (t he “Exchange Act”) and were traded on the New 
+York Stock Exchange under the symbol “CEP.” 
+2. On January 23, 2009, a final judgment was entered against Husi, 
+permanently enjoining him from future violations of Sections 10(b) and 13(b)(5) of the Exchange 
+Act and Rules 10b-5 and 13b2-1 th ereunder, and from aiding and ab etting future violations of 
+Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 10b-5, 12b-20, 
+13a-1 and 13a-16 thereunder, in the civil action entitled United States Se curities and Exchange 
+Commission v. Urs Kamber et al., Civil Action Number 1:07-cv-01867 (JDB), in the United States 
+District Court for the District of Columbia.  Husi was also ordered to pay $14,216 in disgorgement 
+of ill-gotten gains, $5,868 in prejudgment interest, and a $30,000 civil money penalty. 
+3. The Commission’s complaint alleged that Husi and others engaged in a 
+fraudulent scheme to infl ate Centerpulse’s reported earnings during the second half of 2002 by 
+manipulating reserves and refusing to recognize  expenses and liabilities.  The complaint also 
+alleged that, as a result of the scheme, Centerpuls e issued and furnished to the Commission false 
+and misleading earnings releases for the third and fourth quarters of 2002, and issued and filed 
+with the Commission a false and misleading annual report for fiscal 2002, which materially 
+overstated Centerpulse’s third quarter 2002 reported pretax income by approximately $32 million, 
+and its fourth quarter 2002 and fiscal year 2002 reported pretax income by at least $26.4 million. 
+-2-
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+   
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+ 
+ 
+  
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Husi’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Husi is suspended from appearing or practicing before the Commission as an 
+accountant. 
+B. After 5 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. 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that his status as an accountant is 
+-3-
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+current and he has resolved all other disciplinary issues with the applicable boards of 
+accountancy.  However, if resolution of any disciplinary action by a board of accountancy 
+is dependent on reinstatement by the Commission, the Commission will consider an 
+application on its other merits.  The Commission’s review may include consideration 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. 
+       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 
+-4-

raw/aaer/2009/AAER-2945.txt

@@ -0,0 +1,221 @@
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+       
+      
+ 
+  
+ 
+      
+ 
+      
+    
+       
+       
+  
+   
+ 
+ 
+ 
+ 
+   
+ 
+ 
+                                                
+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No.  59541 / March 9, 2009 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 2945 / March 9, 2009 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13399 
+: 
+: 
+: 
+In the Matter of : ORDER INSTITUTING ADMINISTRATIVE 
+: PROCEEDINGS PURSUANT TO RULE 
+           LISA W. ZAPPALA (CPA), : 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 Lisa W. 
+Zappala (CPA) (“Respondent” or “Zappala”) pursuant to Rule 102(e)(3)(i) of the Commission’s 
+Rules of Practice.
+1 
+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. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+  
+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 
+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 her 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. Zappala, age 49, served as Senior Vice President and Chief Financial Officer 
+(“CFO”) at Aspen Technology, Inc. from at least September 1998 until she resigned as CFO in 
+approximately July 2003.  Thereafter, she took on an advisory role at Aspen until she resigned in 
+approximately December 2004.  Zappala was previously a certified public accountant (“CPA”) 
+licensed to practice in the State of Massachusetts; her CPA license lapsed in or about 1994.   
+2. Aspen was, at all relevant times, a Delaware corporation with its principal 
+place of business in Cambridge, Massachusetts.  During the relevant period, Aspen was engaged in 
+the business of selling computer software and related services to industries such as petroleum, 
+chemicals, and pharmaceuticals.  At all relevant times, Aspen’s common stock was registered with 
+the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange 
+Act”), and traded on the NASDAQ National Market system. 
+3. On January 8, 2007, the Commission filed a complaint against Zappala in 
+SEC v. Evans, et al. (Civil Action No. 1:07-cv-10027-JLT).  On February 26, 2009, the court 
+entered an order permanently enjoining Zappala, by consent, from future violations of Section 
+17(a) of the Securities Act of 1933 and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 
+10b-5, 13b2-1 and 13b2-2 thereunder, and 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, 13a-11, and 13a-13 
+thereunder.  Zappala was also ordered to pay $49,653 in disgorgement of ill-gotten gains from her 
+sales of stock during the period of the alleged fraud, together with prejudgment interest thereon in 
+the amount of $20,347 and a $75,000 civil money penalty, and was barred from serving as an 
+officer and director of a public company for two years. 
+4. The Commission’s complaint alleged, among other things, that between at 
+least 1999 and 2002, Zappala and two other former senior executives at Aspen engaged in a 
+fraudulent scheme which resulted in Aspen improperly recognizing revenue on at least six 
+different transactions involving at least five different customers worldwide and the filing of 
+materially false and misleading statements in various Form 10-K annual reports, Form 10-Q 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+  
+ 
+      
+        
+ 
+      
+  
+      
+           
+ 
+ 
+quarterly reports, and Form 8-K current reports during periods including fiscal years 2000 
+through 2004. The Complaint further alleged that Zappala engaged in a number of improper 
+accounting practices that materially overstated Aspen’s net income and revenue in fiscal years 
+2000 and 2001 and that materially understated Aspen’s net income and revenue in fiscal years 
+2002, 2003, and 2004, in a departure from generally accepted accounting principles.  According 
+to the complaint, these practices included, among other things, prematurely and improperly 
+recognizing revenue on contracts that had not been signed within the appropriate fiscal period or 
+for earnings that had not been completed due to side letters or other contingency arrangements 
+which changed the terms of the customers’ contractual payment obligations.  In addition, the 
+complaint alleged that Zappala provided numerous false management representation letters to 
+Aspen’s outside auditors between August 1999 and April 2002.  The complaint also alleged that 
+Zappala obtained proceeds from exercising stock options and selling artificially inflated Aspen 
+stock into the marketplace.      
+IV. 
+In view of the foregoing, the Commission deems it appropriate and in the public interest to 
+impose the sanction agreed to in Respondent Zappala’s Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+A. Zappala is suspended from appearing or practicing before the Commission as an 
+accountant.   
+B. After two years from the date of this order, Respondent may request that the 
+Commission consider her 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 her practice before the 
+Commission will be reviewed either by the independent audit committee of the public company 
+for which she works or in some other acceptable manner, as long as she 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 she 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 
+she is associated, has been inspected by the Board and that inspection did not identify any 
+3
+ 
+ 
+ 
+ 
+      
+  
+ 
+ 
+ 
+ 
+   
+ 
+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 her 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. 
+C. The Commission will consider an application by Respondent to resume 
+appearing or practicing before the Commission provided that her state CPA license is 
+current and she 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 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. 
+       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 
+4
+ 

raw/aaer/2009/AAER-2946.txt

@@ -0,0 +1,1385 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Allen Barnett, et al. 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/505246","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"field_group":{"html_element":{"mode":"default","context":"view","settings":{"classes":"rightrail-list","show_empty_fields":false,"id":"","element":"div","show_label":true,"label_element":"h2","label_element_classes":"","attributes":"","effect":"none","speed":"fast"}}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Allen Barnett, et al.
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Allen Barnett, et al.
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20938 / March 10, 2009 
+
+ Accounting and Auditing Enforcement Release No. 2946 / March 10, 2009 
+
+  Securities and Exchange Commission v. Allen Barnett, et al. , Civil Action No. 1:09-cv-00457 (D. D.C.) (EGS)         (filed March 9, 2009) 
+
+ SEC BRINGS SETTLED ACTIONS AGAINST FORMER CEO AND CFO OF ASTROPOWER, INC. FOR THEIR ROLES IN FINANCIAL FRAUD 
+
+ On March 9, 2009, the Commission filed a settled civil fraud action in the United States District Court for the District of Columbia against Allen Barnett, the former CEO, and Thomas Stiner, the former CFO, of AstroPower, Inc., a Delaware manufacturer of solar electric power products. AstroPower is no longer an operating company as its common stock was cancelled and its assets liquidated via bankruptcy in 2004. Barnett and Stiner agreed to permanent injunctions; payment of civil penalties in the amount of $65,000 and $40,000, respectively; and other sanctions. 
+
+ According to the Complaint, Barnett and Stiner made material misstatements, engaged in fraudulent accounting practices, and signed filings made with the Commission that they knew, or were reckless in not knowing, contained materially false and misleading financial statements. The Commission alleged that at the direction of Barnett and Stiner, and in contravention of Generally Accepted Accounting Principles, AstroPower improperly recognized approximately $4 million in revenues from four transactions executed over the course of the second and third quarters of 2002. According to the Complaint, as a result of improperly recognizing revenue from these transactions, AstroPower's net income was overstated by approximately $160,000 or 80% for the second quarter of 2002, and approximately $440,000 or 113% for the third quarter of 2002. The Commission alleged that these material misstatements of revenue and net income were included in Commission filings that Barnett and Stiner signed. 
+
+ The Commission alleged that Barnett and Stiner violated Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 and Exchange Act Rules 10b-5, 13a-14, and 13b2-1 thereunder, and aided and abetted AstroPower's violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Exchange Act Rules 12b-20 and 13a-13 thereunder. The Commission further alleged that Stiner violated Exchange Act Rule 13b2-2. Without admitting or denying the allegations in the Complaint, Barnett and Stiner consented to the entry of final judgments enjoining them from future violations of these provisions of the federal securities laws, prohibiting them from acting as officers or directors of any public company, and imposing civil penalties. Stiner, without admitting or denying the Commission's findings, also consented to the institution of settled administrative proceedings pursuant to Rule 102(e)(3) of the Commission's Rules of Practice suspending him from appearing or practicing before the Commission as an accountant, based on the anticipated entry of an injunction against him.  
+
+ 
+   SEC Complaint  
+
+ 
+ 
+  
+   
+      
+                                   
+               
+     
+
+           
+                
+ 
+   Resources 
+    
+       
+                
+     
+      SEC Complaint 
+   
+  
+           
+  
+   
+       
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2947.txt

@@ -0,0 +1,1379 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Stephen P. Gardner, et al. 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/505266","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Stephen P. Gardner, et al.
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Stephen P. Gardner, et al.
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20942 / March 11, 2009 
+
+ Accounting and Auditing Enforcement Release No. 2947 / March 11, 2009 
+
+  Securities and Exchange Commission v. Stephen P. Gardner, et al. , Civil Action No. 04 CV 2002 JAH (RBB) (S.D. Cal.) (October 5, 2004) 
+
+ SEC SETTLES WITH TWO DEFENDANTS IN PEREGRINE SYSTEMS ACCOUNTING FRAUD CASE 
+
+ The Securities and Exchange Commission ("SEC" or "Commission") today announced settlements with two defendants in connection with the accounting fraud at Peregrine Systems, Inc. ("Peregrine"). On March 4, 2009, United States District Judge John A. Houston entered an Amended Final Judgment by consent against Michael D. Whitt, the former president of Barnhill Associates, Inc. ("Barnhill"), a reseller of Peregrine's software. The Court's Judgment enjoined Whitt from violating Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, and ordered Whitt to pay a civil penalty of $60,000. On January 5, 2009, Judge Houston entered a Final Judgment by consent against former Peregrine Director of Strategic Alliances Peter J. O'Brien, enjoining him from violating the anti-fraud and other provisions of the federal securities laws, and ordering him to disgorge $124,792 in ill-gotten gains from unlawful sales of Peregrine stock and from a bonus he received from Peregrine during the fraud. Whitt and O'Brien settled the Commission's claims without admitting or denying the allegations in the Commission's complaint. 
+
+ According to the Commission's complaint, beginning in 1999, Whitt caused Barnhill to enter into a series of sham transactions with Peregrine, which Peregrine used to artificially inflate its revenue. For several fiscal quarters, Whitt signed contracts-some of which were backdated to the prior quarter-that appeared to bind Barnhill to purchase Peregrine software licenses when, in fact, Barnhill had no obligation to pay Peregrine. Peregrine improperly recorded revenue on the sham contracts in contravention of U.S. Generally Accepted Accounting Principles ("GAAP"). 
+
+ With respect to O'Brien, the Commission's complaint alleged that in December 2000, O'Brien and another Peregrine executive persuaded an executive at a re-seller to sign two contingent sales agreements with Peregrine. The agreements related to software licenses that Peregrine was trying unsuccessfully to sell to two customers. O'Brien understood that Peregrine would only seek payment from the re-seller if the two Peregrine customers bought the licenses from the re-seller. Despite the contingent nature of the sale to the re-seller, Peregrine nevertheless recorded revenue on the two agreements in contravention of GAAP. Additionally, the complaint alleged that O'Brien was involved in a September 2001 contingent sale to a re-seller, for which Peregrine improperly recorded revenue. While participating in the fraud, O'Brien sold Peregrine stock. 
+
+ In September 2006, Whitt entered a guilty plea in a related criminal case brought by the U.S. Attorney's Office for the Southern District of California. He pleaded guilty to obstructing justice by making false statements to Commission attorneys investigating the Peregrine fraud. Whitt was sentenced to six months of incarceration followed by six months of residency in a community confinement center, and he was ordered to pay $1 million in restitution. 
+
+ In October 2004, O'Brien entered a guilty plea in the related criminal case. He pleaded guilty to obstructing justice by withholding relevant information and providing inaccurate information about his and others' knowledge and conduct to government investigators. O'Brien was sentenced to one year of probation. 
+
+ In addition to the disgorgement order in the SEC action, O'Brien agreed to be enjoined from violating Section 17(a) of the Securities Act of 1933, Sections 10(b) and 13(b)(5) of the Exchange Act and Exchange Act Rules 10b-5, and 13b2-1; and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, and Exchange Act Rules 12b-20, 13a-1 and 13a-13. 
+
+ The Commission also announced that, on January 7, 2009, Judge Houston issued an order granting the parties' Joint Motion of Dismissal for Defendant Joseph G. Reichner. The Commission had filed its action against Reichner in October 2004. 
+
+ The Commission acknowledges the assistance of the U.S. Attorney's Office for the Southern District of California and the FBI. 
+
+ Additional materials: Litigation Release Nos.  18919 ,  20449 , and  20788 . 
+
+ 
+ 
+  
+ 
+      
+                                   
+               
+     
+
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2948.txt

@@ -0,0 +1,1390 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | PowerCold Corporation, Francis L. Simola, Joseph C. Cahill, and Grayling R. Hofer 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/505281","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"field_group":{"html_element":{"mode":"default","context":"view","settings":{"classes":"rightrail-list","show_empty_fields":false,"id":"","element":"div","show_label":true,"label_element":"h2","label_element_classes":"","attributes":"","effect":"none","speed":"fast"}}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              PowerCold Corporation, Francis L. Simola, Joseph C. Cahill, and Grayling R. Hofer
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        PowerCold Corporation, Francis L. Simola, Joseph C. Cahill, and Grayling R. Hofer
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20945 / March 11, 2009 
+
+ Accounting and Auditing Enforcement Release No. 2948 / March 11, 2009 
+
+  Securities and Exchange Commission v. PowerCold Corporation, Francis L. Simola, Joseph C. Cahill, and Grayling R. Hofer , Civil Action No. SA-09-CV-185-FB, U.S.D.C./Western District of Texas (San Antonio Division) 
+
+ PowerCold Corporation and Its Executives Francis L. Simola, Joseph C. Cahill and Grayling R. Hofer Agree To Settle SEC Actions Charging Them With Fraudulent Revenue Recognition; Relief Includes Deregistration, Officer-and-Director Bars, Penalties, and a Bar From Practicing Before the Commission 
+
+ 
+
+ On March 11, 2009, the United States Securities and Exchange Commission filed a civil action against PowerCold Corporation, Francis L. Simola (chairman and CEO), Joseph C. Cahill (former CFO), and Grayling R. Hofer (controller and chief accounting officer).  In its complaint, the Commission alleged that PowerCold materially overstated its financial results from 2003 through the third quarter of 2005 by recognizing revenue from fictitious contracts, and inflating and prematurely recognizing revenue from actual contracts.  The Commission also alleged that Simola, Cahill and Hofer participated in the scheme to misstate PowerCold's revenue.  To conceal the scheme, the Commission alleged, Simola, Hofer, and Cahill made materially false or misleading statements to PowerCold's auditor. 
+
+ The Commission also announced that all defendants, without admitting or denying the Commission's allegations, have agreed to settle.  PowerCold has consented to a permanent injunction prohibiting violations of Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 ("Exchange Act"), and Rules 10b-5, 12b-20, 13a-1, 13a-11 and 13a-13 thereunder.  Simola, Cahill, and Hofer have consented to permanent injunctions prohibiting violations of Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1 and 13b2-2 thereunder, and 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 thereunder.  Simola and Cahill are also enjoined from violating Exchange Act Rule 13a-14, and Simola is enjoined from aiding and abetting violations of Exchange Act Rule 13a-11. 
+
+ Simola, Cahill, and Hofer also consented to five-year officer-and-director bars.  Simola consented to the entry of an order to pay a $75,000 civil money penalty.  The Commission determined not to seek civil penalties against PowerCold, Cahill, or Hofer based on their financial condition. 
+
+ In addition, PowerCold consented to the entry of an order, under Section 12(j) of the Exchange Act, revoking the registration of its securities.  Hofer also consented to entry of an order under Commission Rule of Practice 102(e)(3), barring him from practicing or appearing before the Commission as an accountant. 
+
+ 
+
+
+   SEC Complaint  
+
+   
+
+  
+      
+                                   
+               
+     
+
+           
+                
+ 
+   Resources 
+    
+       
+                
+     
+      SEC Complaint 
+   
+  
+           
+  
+   
+       
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2949.txt

@@ -0,0 +1,1402 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Quest Software, Inc., Vincent C. Smith, John J. Laskey, and Kevin E. Brooks 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/505306","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"field_group":{"html_element":{"mode":"default","context":"view","settings":{"classes":"rightrail-list","show_empty_fields":false,"id":"","element":"div","show_label":true,"label_element":"h2","label_element_classes":"","attributes":"","effect":"none","speed":"fast"}}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Quest Software, Inc., Vincent C. Smith, John J. Laskey, and Kevin E. Brooks
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Quest Software, Inc., Vincent C. Smith, John J. Laskey, and Kevin E. Brooks
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20950 / March 12, 2009 
+
+ Accounting and Auditing Enforcement Release No. 2949 / March 12, 2009 
+
+  Securities and Exchange Commission v. Quest Software, Inc., Vincent C. Smith, John J. Laskey, and Kevin E. Brooks , United States District Court for the Central District of California, Civil Action No. SACV 09-0315 (AG) 
+
+ SEC Charges Quest Software and Three Executives With Stock Option Backdating 
+
+ 
+
+ The Securities and Exchange Commission today filed a complaint in the United States District Court for the Central District of California against Quest Software, Inc., an Aliso Viejo, California-based software manufacturer, and three current or former officers: Vincent C. Smith, John J. Laskey, and Kevin E. Brooks. 
+
+ The SEC's complaint alleges that Quest, its executive chairman Smith, its former chief financial officer Laskey, and its former controller and principal accounting officer Brooks, improperly granted undisclosed in-the-money stock options to executives and employees by backdating millions of options from 1999 through 2002.  As a result of this misconduct, in September 2007, Quest reported a $113.6 million restatement of its operating income. 
+
+ According to the SEC's complaint, Quest failed to accurately describe its stock option practices in its public filings and failed to properly account for the backdated options in its financial statements, resulting in false and misleading disclosures to Quest's shareholders in filings with the SEC from 1999 through 2005.  
+
+ The complaint further alleges that Quest backdated 28 separate grants involving over 11 million shares of common stock.  Quest's failure to properly record compensation expenses in connection with the backdated options resulted in the overstatement of Quest's operating income by 4 percent to 963.1 percent, and the understatement of its operating loss by 26.12 percent to 154 percent from 1999 through 2005. 
+
+ Specifically, the SEC's complaint alleges that Smith and Laskey approved a policy by which Quest would pool stock option grants each month and backdate the grants to coincide with the lowest stock price of the month.  The complaint alleges that the backdated grant dates bore no relation to when the grant was actually approved, resulting in artificially low exercise prices for the stock options.  According to the complaint, although he knew about the use of hindsight to date stock option grants, Brooks failed to ensure the accuracy of Quest's financial statements and disclosures.  The complaint also alleges that Smith, Laskey, and Brooks took steps to prevent Quest's independent auditors from discovering the backdating, including the use of false written consents by Quest's board of directors. 
+
+ All defendants have agreed to settle this matter, without admitting or denying the allegations in the SEC's complaint, on the following terms: 
+
+ Quest consented to an order permanently enjoining it from violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 (Securities Act) and Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 12b-20, 13a-1, 13a-13, and 14a-9 thereunder.   
+
+ Smith consented to an order permanently enjoining him from violating Sections 17(a)(2) and 17(a)(3) of the Securities Act, and Sections 13(b)(5), 14(a), and 16(a) of the Exchange Act and Rules 13a-14, 13b2-1, 13b2-2, 14a-9, and 16a-3 thereunder, and from aiding and abetting Quest's 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 thereunder.  Smith also agreed to pay a $150,000 civil penalty. 
+
+ Laskey and Brooks, a certified public accountant, consented to orders permanently enjoining them from violating Sections 17(a)(2) and 17(a)(3) of the Securities Act, and Sections 13(b)(5) and 16(a) of the Exchange Act and Rules 13b2-1, 13b2-2, and 16a-3 thereunder, and from aiding and abetting Quest's 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 thereunder.  Laskey and Brooks agreed to pay civil penalties of $50,000 and $60,000 respectively.  Brooks also agreed to pay disgorgement of $34,775, representing half of the in-the-money value of backdated options he had exercised (the other half had previously been repaid to the company), and prejudgment interest of $5,808.29.  In addition, Brooks agreed to a five-year suspension from appearing or practicing as an accountant before the SEC. 
+
+ All settlements in the civil injunctive action are subject to the approval of the United States District for the Central District of California. 
+
+ 
+
+
+   SEC Complaint  
+
+   
+
+  
+      
+                                   
+               
+     
+
+           
+                
+ 
+   Resources 
+    
+       
+                
+     
+      SEC Complaint 
+   
+  
+           
+  
+   
+       
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+   

raw/aaer/2009/AAER-2950.txt

@@ -0,0 +1,406 @@
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+   
+  
+ 
+ 
+                                                
+ 
+    
+   
+      
+ 
+ 
+UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 59584 / March 17, 2009 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 2950 / March 17, 2009 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13410 
+In the Matter of 
+ANDREW SIMS, CPA, 
+Respondent. 
+ORDER INSTITUTING  
+ADMINISTRATIVE AND CEASE-
+AND-DESIST PROCEEDINGS 
+PURSUANT TO SECTIONS 4C AND 21C 
+OF THE SECURITIES EXCHANGE ACT 
+OF 1934 AND RULE 102(e) OF THE 
+COMMISSION’S RULES OF PRACTICE, 
+MAKING FINDINGS, AND IMPOSING 
+REMEDIAL SANCTIONS AND A CEASE-
+AND-DESIST ORDER 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that public 
+administrative and cease-and-desist proceedings be, and hereby are, instituted against Andrew 
+Sims, CPA (“Sims” or “Respondent”) pursuant to Sections 4C
+1 and 21C of the Securities 
+1 Section 4C provides, in relevant part, that “[t]he Commission may censure any person, or deny, 
+temporarily or permanently, to any person the privilege of appearing or practicing before the Commission in any 
+way, if that person is found . . . (2) … to have engaged in unethical or improper professional conduct; or (3) to have 
+willfully violated, or willfully aided and abetted the violation of, any provision of the securities laws or the rules and 
+regulations thereunder.” 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+     
+     
+ 
+   
+   
+  
+    
+ 
+ 
+ 
+Exchange Act of 1934 (“Exchange Act”) and Rule 102(e)(1)(ii) and 102(e)(1)(iii) of the 
+Commission’s Rules of Practice.2 
+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 
+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, which are admitted, Respondent consents to the entry of this Order Instituting 
+Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the 
+Exchange Act and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and 
+Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.   
+III. 
+On the basis of this Order and Respondent’s Offer, the Commission finds3 that: 
+Summary 
+This matter involves a violation of the auditor independence rules by an auditor seeking 
+employment with his audit client.  Between November 2004 and June 2005, Andrew Sims, an 
+audit partner at Mazars LLP, engaged in employment discussions with his audit client Publicis 
+Groupe, S.A. (“Publicis”) to become the chief accounting officer of Re:Sources, a U.S. back-office 
+organization owned by Publicis that was to become responsible for the financial reporting of 
+Publicis’ U.S. operations.  During this period, Sims was responsible for auditing the financial 
+statements of Publicis’ U.S. operations for Mazars LLP, a U.S. audit firm and an affiliate of 
+Mazars & Guerard, S.A (“M&G”).  M&G, a French auditing firm, was one of Publicis’ two joint 
+auditors (the other being Ernst & Young).  Contrary to auditor independence rules that required 
+Sims to report the employment discussions to his firm and remove himself from the Publicis audit, 
+Sims continued working on the engagement and concealed his employment discussions with 
+Publicis from his firm until the employment negotiations were almost complete in early June 2005.   
+2 Rule 102(e)(1)(ii) provides, in pertinent part, that “[t]he Commission may . . . deny, temporarily or permanently, 
+the privilege of appearing or practicing before it . . . to any person who is found . . . to have engaged in unethical or 
+improper professional conduct.”  Rule 102(e)(1)(iii) provides, in pertinent part, that “[t]he Commission may . . . 
+deny, temporarily or permanently, the privilege of appearing or practicing before it . . . to any person who is 
+found…to have willfully violated, or willfully aided an d abetted the violation of any provision of the Federal 
+securities laws or the rules and regulations thereunder.” 
+3 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any 
+other person or entity in this or any other proceeding. 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+  
+ 
+Respondent 
+Andrew Sims, CPA, age 36, of New York, New York, is a certified public accountant 
+licensed in New York and Maine.  Sims was the Mazars LLP audit partner responsible for auditing 
+the financial statements of Publicis’ U.S. operations for the fiscal year ended December 31, 2004.  
+During all times relevant to this case, Sims was also a partner with Mazars SCRL and Weiser LLP.   
+Other Relevant Entities 
+1. Publicis Groupe S.A., based in Paris, France, is an international advertising and 
+media services conglomerate with offices throughout the world.  During the relevant period, 
+Publicis was a foreign private issuer whose American Depository Receipts were registered with the 
+Commission pursuant to Exchange Act Section 12(g), and were listed on the NYSE.  In September 
+2007, Publicis voluntarily terminated its registration with the Commission. 
+2. Mazars SCRL, is an international audit and advisory organization based in Paris, 
+France, and incorporated in Belgium.  It has a worldwide network of member firms and joint 
+venture partnerships.  Its member firms include M&G and Mazars LLP.  One of its joint venture 
+partners is Weiser LLP.     
+3. Mazars and Guerard, S.A. is an accounting firm based in Paris, France.  It is a 
+member firm of the Mazars SCRL international network.  M&G and Ernst &Young (“E&Y”) were 
+joint auditors responsible for the audit of Publicis’ financial statements for the fiscal year ended 
+December 31, 2004 and issued a joint audit opinion.  M&G is registered with the Public Company 
+Accounting Oversight Board (“PCAOB”). 
+4. Mazars LLP, is an accounting firm based in New York, New York, that is a 
+member of the Mazars SCRL network.  It was responsible for auditing the financial statements of 
+Publicis’ U.S. operations for the fiscal year ended December 31, 2004.  It has few employees and 
+relies on employees of Weiser LLP to perform most of the audit work on its engagements.  Mazars 
+LLP is registered with the PCAOB.   
+5. Weiser LLP, is an accounting firm based in New York, New York.  As a joint 
+venture partner of Mazars SCRL, its employees perform most of the audit work on Mazars LLP 
+engagements.  Consequently, while Mazars LLP was responsible for auditing Publicis’ U.S. 
+operations on behalf of M&G, it was Weiser LLP employees who actually performed the audit. 
+Weiser LLP is registered with the PCAOB.   
+Facts 
+1. Between November 2004 and June 2005, Sims engaged in employment discussions 
+with his audit client Publicis to become the chief accounting officer (“CAO”) of Re:Sources, a U.S. 
+back-office organization Publicis owned.  Re:Sources was to become responsible for the financial 
+reporting of Publicis’ U.S. operations. 
+3
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+                                                 
+      
+ 
+ 
+2. Between January and March 2005, Sims had multiple discussions with the 
+managing director of Re:Sources regarding Sims’ potential employment as the CAO of 
+Re:Sources.  The managing director was leading the employment discussions on behalf of Publicis.  
+These employment discussions occurred while Sims was overseeing the Mazars LLP audit work 
+for the fiscal 2004 audit of Publicis’ U.S. operations.  On February 7, 2005, Sims informed the 
+managing director that he wanted to complete the year-end audit work before informing his 
+supervisors about his interest in joining Publicis in order to avoid the perception that his audit 
+objectivity had been impaired. 
+3. In early June 2005, Sims learned that Publicis would be sending him an 
+employment contract shortly.  On or about June 8, 2005, Sims disclosed his employment 
+discussions with Publicis to M&G, Mazars LLP, and Weiser LLP, and asked to be removed from 
+the Publicis audit. By June 9, 2005, Sims had informed the managing director that he intended to 
+accept the offer to become Re:Sources’ CAO.  
+4. Sims concealed his employment discussions with Publicis from M&G, Mazars 
+LLP, and Weiser LLP, including through affirmative misstatements to the partners responsible for 
+the Publicis engagement, until he received an employment offer from Re:Sources.  During his 
+employment discussions with Publicis, Sims twice signed confirmations required by M&G and 
+Weiser LLP attesting that he had complied with the auditor independence rules.   
+5. Sims continued to make misrepresentations about his employment discussions with 
+Publicis even after he disclosed to M&G, Mazars LLP, and Weiser LLP his intention to become a 
+Publicis employee.  On June 29, 2005, in anticipation of a quality control review by Weiser LLP 
+regarding his expected employment by Publicis, Sims prepared a memorandum falsely claiming 
+that Publicis first approached him about possible employment in early June 2005 and that he 
+promptly stopped working on the Publicis audit at that time.  After speaking with the Weiser LLP 
+quality control partner, Sims prepared another memorandum correctly stating that Publicis first 
+approached him about possible employment in November 2004.  
+6. On June 24, 2005, Publicis filed its Form 20-F for its fiscal year ended December 
+31, 2004. The audit report included in the Form 20-F, which M&G and E&Y issued jointly,4 states 
+that M&G was independent and had conducted its audit in accordance with PCAOB standards. 
+7. After Publicis filed its Form 20-F in June 2005, concerns were raised about M&G’s 
+lack of independence as a result of Sims’ employment discussions with Publicis.  Consequently, 
+Publicis self-reported the matter to the Commission and instructed E&Y to perform additional 
+audit procedures so that E&Y could issue a new audit opinion on Publicis’ fiscal year 2004 
+financial statements as the company’s sole auditor.  On December 23, 2005, Publicis filed an 
+amended Form 20-F for the year ended December 31, 2004, with an audit opinion from E&Y as 
+the sole auditor.  The additional audit procedures conducted by E&Y did not detect any errors from 
+work that Sims previously performed.   
+The date of the audit report was March 10, 2005, except as to footnote 31 to the financial statements 
+(“Summary of differences between generally accepted accounting principles in France and the U.S.”), which was 
+dated June 24, 2005. 
+4
+ 
+4 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+   
+ 
+Violations 
+1. Professional independence standards for auditors, as set forth in PCAOB Rule 
+3600T, AICPA Code of Professional Conduct ET Section 101, and Independence Standards Board 
+Independence Standard No. 3, require an auditor who is considering employment by an audit client 
+promptly to notify his audit firm and remove himself from the audit of that client.
+5  These 
+standards further require that upon removal of the auditor from the audit, the audit firm should 
+consider what additional procedures may be necessary to provide reasonable assurance that any 
+work performed for the client by that person was performed with objectivity and integrity. 
+2. Sims lacked independence under the aforementioned professional standards due to 
+his employment discussions with Re:Sources.  As a result, Publicis violated Exchange Act Section 
+13(a) and Rule 13a-1, which require issuers to file annual reports containing financial statements 
+certified by independent public accountants.   
+3. As a result of the conduct described above, Sims caused and willfully aided and 
+abetted Publicis’ violations of Exchange Act Section 13(a) and Rule 13a-1 thereunder. 
+4. As a result of the conduct described above, M&G violated Regulation S-X Rule 2-
+02(b)(1). This provision requires accountants’ reports to state “whether the audit was made in 
+accordance with generally accepted auditing standards.”  “[R]eferences in Commission rules and 
+staff guidance and in the federal securities laws to GAAS or to specific standards under GAAS, as 
+they relate to issuers, should be understood to mean the standards of the PCAOB . . . .”  SEC 
+Release No. 34-49708.  Thus, an auditor violates Regulation S-X Rule 2-02(b)(1) if it issues a 
+report stating that it had conducted its audit in accordance with PCAOB standards when it had not.  
+M&G did not conduct its audit in accordance with PCAOB standards because Sims lacked 
+independence. 
+5. As a result of the conduct described above, Sims caused and willfully aided and 
+abetted M&G’s violation of Regulation S-X Rule 2-02(b)(1).   
+6. As a result of the conduct described above, Sims engaged in improper professional 
+conduct. For accountants, improper professional conduct includes “intentional or knowing 
+conduct, including reckless conduct, that results in a violation of applicable professional 
+standards.”  Rule 102(e)(1)(iv)(A).  Sims’ actions – negotiating employment with his audit client 
+while conducting an audit and failing promptly to remove himself from the Publicis audit – 
+violated PCAOB Rule 3600T, AICPA ET Rule 101.04, and ISB Standard No. 3 and were, at a 
+minimum, reckless.  
+Findings 
+1. Based on the foregoing, the Commission finds that Sims caused and willfully aided 
+and abetted Publicis’ violations of Exchange Act Section 13(a) and Rule 13a-1 thereunder. 
+Although the ISB no longer exists, its rules were in force at all times relevant to this matter.  
+5
+ 
+5 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+  
+ 
+      
+        
+ 
+      
+  
+      
+           
+ 
+ 
+ 
+ 
+2. Based on the foregoing, the Commission finds that Sims caused and willfully aided 
+and abetted M&G’s violation of Regulation S-X Rule 2-02(b)(1). 
+3. Based on the foregoing, the Commission finds that Sims engaged in improper 
+professional conduct within the meaning of Rule 102(e)(1)(ii) of the Commission’s Rules of 
+Practice, as defined by Rule 102(e)(1)(iv)(A), and willfully aided and abetted the violation of 
+provisions of the federal securities laws and rules thereunder within the meaning of Rule 
+102(e)(1)(iii) of the Commission’s Rules of Practice. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
+agreed to in Respondent Sims’ Offer. 
+Accordingly, it is hereby ORDERED, effective immediately, that: 
+1. Sims shall cease and desist from causing any violations and any future violations of 
+Exchange Act Section 13(a) and Rule 13a-1 thereunder and Regulation S-X Rule 2-02(b)(1). 
+2. Sims is denied the privilege of appearing or practicing before the Commission as an 
+accountant. 
+3. After three 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: 
+A. 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 
+B. an independent accountant.  Such an application must satisfy the 
+Commission that: 
+(1) 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; 
+(2) 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; 
+6
+ 
+ 
+ 
+ 
+    
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ (3) 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 
+(4) 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. 
+4. 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 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. 
+        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 
+7

raw/aaer/2009/AAER-2951.txt

@@ -0,0 +1,532 @@
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 59594 / March 18, 2009 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 2951 / March 18, 2009 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13411 
+In the Matter of 
+Allion Healthcare, Inc. and 
+James G. Spencer, 
+Respondents. 
+ORDER INSTITUTING CEASE-AND-
+DESIST PROCEEDINGS PURSUANT TO 
+SECTION 21C OF THE SECURITIES 
+EXCHANGE ACT OF 1934, MAKING 
+FINDINGS, AND IMPOSING A CEASE-
+AND-DESIST ORDER 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
+and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
+Exchange Act of 1934 (“Exchange Act”), against Allion Healthcare, Inc. (“Allion”) and James G. 
+Spencer (“Spencer”) (collectively, “Respondents”). 
+II. 
+In anticipation of the institution of these proceedings, Respondents have submitted Offers 
+of Settlement (the “Offers”) 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 them and the subject matter of these 
+proceedings, which are admitted, Respondents consent to the entry of this Order Instituting Cease-
+and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
+Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+                                                 
+  
+ 
+III. 
+On the basis of this Order and Respondents’ Offers, the Commission finds1 that: 
+Summary 
+1. This matter concerns Allion’s failure to properly record and report two significant 
+warrant grants made during the second quarter of 2005.  Because Allion failed to recognize interest 
+expense for the warrants in conformity with Generally Accepted Accounting Principles (“GAAP”), 
+the company materially overstated its net income and understated its loss per share when reporting 
+results for the second quarter of 2005 and the nine months ended September 30, 2005.  Allion 
+restated its results in March 2006 after the company’s independent auditor inquired about the 
+errors. In its restatement, the company reduced its net income by 1372% for the second quarter of 
+2005, from net income of $70,431 to a net loss of $895,569, and increased its loss per share for this 
+period by 77%, from $0.31 to $0.55 per share.  Allion also reduced its net income for the nine 
+months ended September 30, 2005 by 97%, from $932,517 to $26,517, and increased its loss per 
+share for this period by 233%, from $0.06 to $0.20 per share.  Allion violated the federal securities 
+laws by filing materially inaccurate periodic reports with the Commission, failing to make and 
+keep accurate books and records, and failing to devise and maintain an adequate system of 
+accounting controls. 
+2. Allion’s former chief financial officer, James G. Spencer, was a cause of the 
+company’s violations and certified the company’s inaccurate Form 10-Qs for the second and third 
+quarters of 2005. Spencer knew the warrants had potentially significant value, and was aware of 
+the potential impact on the company’s earnings associated with the larger of the two grants.  
+Nevertheless, he failed to ensure that the company properly recorded and reported the warrant 
+transactions. 
+Respondents 
+3. Allion, a Delaware corporation with its headquarters in Melville, New York, is a 
+national provider of specialty pharmacy and disease management services focused on HIV/AIDS 
+patients. During all relevant times, Allion’s common stock has been registered with the 
+Commission pursuant to Section 12(g) of the Exchange Act and traded on the NASDAQ National 
+Market under the symbol “ALLI.” 
+4. Spencer, 40, a resident of Baltimore, Maryland, served as Allion’s chief financial 
+officer (“CFO”) from May 2004 to July 2007.  Spencer worked for Allion as an independent 
+consultant for approximately seven months before becoming CFO.  Since July 2007, Spencer has 
+been senior vice president and CFO for a privately-held company.  Spencer has never been a 
+certified public accountant (“CPA”). 
+Facts 
+Director’s Personal Guarantee of Allion’s Line of Credit 
+5. In late 1999 or early 2000, an Allion director agreed to personally guarantee a $1.5 
+million line of credit for Allion and Allion granted the director a warrant to purchase 375,000 
+1  The findings herein are made pursuant to Respondents’ Offers of Settlement and are not binding on any other 
+person or entity in this or any other proceeding. 
+- 2 -
+
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+    
+    
+  
+  
+    
+  
+ 
+    
+shares of common stock as consideration for his guarantee.  The warrant expires in March 2010 
+and the shares are exercisable at $1.00 per share.  In June 2002, Allion issued another warrant to 
+purchase 150,000 shares of common stock to the director as consideration for extending his 
+guarantee of the loan.  This warrant had a ten year life and an exercise price of $3.50 per share.2 
+Allion issued these warrants prior to the time Spencer began working at the company. 
+Allion’s Second Quarter 2005 Warrant Grants 
+6. Allion’s line of credit was due to expire in March 2005, by which time the company 
+was preparing to file a registration statement for its initial public offering (“IPO”).  Because Allion 
+did not have sufficient cash available to repay the line of credit, it needed to extend it to continue 
+operating until the company could raise funds through the IPO.  The bank that had issued the line 
+of credit agreed to extend it for six months contingent upon, among other things, the director 
+maintaining his personal guarantee. 
+7. The director asked Allion for a warrant to purchase additional shares of Allion 
+stock in return for extending his guarantee.  Allion’s board had numerous discussions regarding the 
+value of the warrant grant. During these discussions, Spencer told Allion’s chief executive officer 
+(“CEO”) and two members of the board that the estimated value of such a warrant grant would be 
+$1.75 to $2 per share, based on the calculations performed by an independent valuation firm that 
+Allion had used when valuing warrants issued in connection with two acquisitions it made during 
+early 2005. 
+8. On April 13, 2005, Allion’s board of directors held a special meeting to grant the 
+director a warrant to purchase 100,000 shares of Allion common stock at an exercise price equal to 
+the IPO price or, if no IPO were to occur by April 20, 2006, at $6.26 per share (the “Director 
+Warrant”).  As anticipated at the time the Director Warrant was granted, Allion publicly filed its 
+registration statement for the IPO with the Commission two days later, and the IPO took place 
+approximately two months later at a price of $13 per share.  Consequently, the exercise price of the 
+Director Warrant became $13 per share.  The Director Warrant has never been exercised, and 
+expires on April 15, 2015. 
+9. During the evening of April 14, Spencer received an e-mail from an assistant to the 
+director who had been granted the Director Warrant, asking “what is earnings hit for these 
+warrants??”  Spencer replied that the value of warrants recently issued by the company in 
+connection with a March 2005 acquisition had been approximately $1.65 per share; however, he 
+also noted that if the company were to go public there was a “good chance” the company’s auditor 
+would want to reassess the volatility factor used in the Black-Scholes model.3 
+2  At the time of the grants, Allion recognized an insufficient expense for the 2000 grant and disclosed, but did not 
+recognize any expense for, the 2002 grant.  In 2006, Allion calculated the expense for these grants and determined 
+the associated increases were immaterial when recognized over the term of the loan.  The director exercised the 
+2002 warrant and sold the shares at $12.83 in Allion’s January 2006 secondary offering. 
+3 Although GAAP does not require its use, the Black-Scholes model is commonly used to estimate the fair value of 
+stock options and other equity instruments, including warrants.  The inputs to the Black-Scholes model include: (a) 
+the exercise price of the warrant; (b) the expected life of the warrant; (c) the current price of the underlying stock; 
+(d) its expected volatility; (e) expected dividends; and (f) the risk-free interest rate for the expected term of the 
+warrant. 
+- 3 -
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+ 
+10. In response, the director’s assistant asked Spencer for a Black-Scholes model to 
+estimate the value of the Director Warrant.  Later that evening, Spencer e-mailed the assistant and 
+Allion’s CEO the results of his Black-Scholes model, which showed that a ten-year warrant with 
+an exercise price of $10 would be valued at $3.74 per share and a ten-year warrant with an exercise 
+price of $12 would be valued at $4.49 per share.4  The valuations produced by Spencer’s model 
+were higher than the estimates he previously had communicated to Allion’s CEO and two directors 
+during the board of directors’ discussions regarding the grant.  Furthermore, Spencer did not 
+consult the company’s auditor or the independent valuation firm Allion previously had used 
+regarding the correct volatility factor or any other aspect of the Black-Scholes model he used to 
+produce these valuations. 
+11. Allion disclosed the issuance of the Director Warrant in its IPO registration 
+statement filed with the Commission on April 15, 2005.  A few days later, on April 21, Allion 
+again disclosed the issuance of the Director Warrant in a Form 8-K filing that attached the warrant 
+agreement as an exhibit.  Also on April 21, the director himself filed a Form 4 disclosing his 
+receipt of the Director Warrant. 
+12. In mid-May 2005, Allion issued a $2 million note to an investor.  As partial 
+consideration for the note, Allion granted the investor a warrant to purchase 40,000 shares of 
+Allion common stock at an exercise price equal to the price per share of a successful IPO (the 
+“Investor Warrant”), which as noted above turned out to be $13.00 per share.  The Investor 
+Warrant has never been exercised, and expires on May 15, 2010. 
+13. On May 18, 2005, Allion disclosed the issuance of the Investor Warrant in its Form 
+10-Q for the first quarter of 2005, and attached the warrant agreement as an exhibit to that filing.  
+Allion also disclosed the issuance of the Director Warrant in the same Form 10-Q. 
+Allion’s June 22, 2005 IPO 
+14. On June 22, 2005, Allion conducted its IPO, selling four million shares of common 
+stock at $13 per share.  Allion disclosed the issuance of the Director and Investor Warrants in its 
+registration statements and prospectus for the IPO.  Allion used proceeds from the offering to repay 
+the bank line of credit and the $2 million note prior to June 30, 2005.   
+Allion Failed to Properly Record and Report the  
+Director and Investor Warrants in its Second Quarter Form 10-Q
+ 
+15. GAAP provides that when a company grants warrants in connection with the 
+issuance of debt, it should value the warrants and generally record a non-cash interest expense for 
+these warrants over the life of the debt.  Allion, however, failed to record any expense for the 
+Director or Investor Warrants in its Form 10-Q for the second quarter of 2005. 
+16. Neither the Director Warrant nor the Investor Warrant was properly recorded in the 
+company’s books and records for the second quarter of 2005.  At the time, Allion had no written 
+procedures in place for recording equity-based transactions.  As CFO, Spencer was responsible for 
+ensuring that the warrants were properly recorded in Allion’s financial statements, yet failed to do 
+so. Spencer did not verify that the warrants were recorded in the company’s accounting records, 
+nor did he provide his valuation model to anyone else to enable them to properly record the 
+4  Spencer’s Black-Scholes models assumed the exercise price of the warrant equaled the market price of Allion’s 
+common stock, which Spencer’s models assumed would be the IPO price per share. 
+- 4 -
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                 
+    
+expense.  In addition, notwithstanding his lack of experience accounting for equity issued in 
+connection with debt, Spencer did not consult with the company’s auditor, other accountants, or 
+any other specialist regarding how properly to value or record the Director or Investor Warrants. 
+17. Allion was scheduled to release its second quarter results and host an investor 
+conference call after the market closed on August 11, 2005.  Prior to that date and after reviewing 
+the Investor Warrant disclosure in the company’s draft Form 10-Q, Allion’s auditor had asked 
+Spencer whether an expense for the Investor Warrant had been recorded in the company’s financial 
+statements.  On the morning of August 11, Spencer informed the auditor that the company had not 
+recorded an expense for the Investor Warrant.  One of the auditors responded by e-mail that “if 
+there was no accounting for these warrants, which there should have been, we just need to know 
+what was/should be the value attached to those warrants.”   
+18. Spencer subsequently used the Black-Scholes model and valued the Investor 
+Warrant at $60,000.  He e-mailed the model to the auditor early in the afternoon on August 11.  
+However, Spencer’s calculation underestimated the fair value of the Investor Warrant by more than 
+$150,000 because he incorrectly used an estimated term of exercise that was only half of the 
+warrant’s life, rather than the full term, and he used a stock price volatility that was too low 
+because it did not reflect the increased volatility of Allion’s stock price after the stock became 
+publicly traded. 
+19. Later that day, Allion’s auditor advised the chairman of the company’s Audit 
+Committee and Spencer that it was proposing an adjustment of $60,000 to the company’s second 
+quarter interest expense, an amount the auditor and the company collectively deemed to be 
+immaterial to the second quarter results.  Allion recorded the $60,000 interest expense in its third 
+quarter financial statements. 
+20. Notwithstanding his multiple communications regarding the accounting for the 
+Investor Warrant, Spencer did not alert Allion’s auditor to the possibility that the company 
+similarly might have failed to recognize an expense for the much larger Director Warrant grant. 
+21. Allion’s second quarter Form 10-Q, which was certified by Spencer and filed on 
+August 15, 2005, included financial statements that were materially incorrect because they did not 
+reflect any interest expense for the Director Warrant or Investor Warrant. 
+Allion Failed to Properly Record and Report the Director or Investor Warrants in  
+Its Form 10-Q for the Third Quarter of 2005 and January 2006 Secondary Offering Documents
+ 
+22. Allion’s third quarter Form 10-Q, which was filed on November 14, 2005 and 
+certified by Spencer, included financial statements that materially overstated Allion’s net income 
+and earnings per share for the first nine months of 2005 because they understated the interest 
+expense for the Investor Warrant and did not reflect any interest expense for the Director Warrant.5 
+23. Allion conducted a follow-on offering of common stock on January 26, 2006.  The 
+company sold 1.8 million shares and selling stockholders sold an additional 2,636,454 shares at 
+$12.83 per share.  The company’s registration statements and final prospectus for the offering 
+included the company’s financial results through the first nine months of 2005, and thus contained 
+the same warrant-related inaccuracies as the third quarter Form 10-Q described above.  These 
+5  As noted above, Allion recorded $60,000 of interest expense for the Investor Warrant in its third quarter financial 
+statements. 
+- 5 -
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+filings, however, did contain disclosures concerning the issuance of the Director Warrant and 
+Investor Warrant. 
+Allion’s March 2006 Restatement 
+24. Allion was scheduled to release its 2005 annual results and conduct an earnings call 
+after the market closed on March 9, 2006.  On March 8, Allion’s auditor, after reviewing the 
+disclosure regarding the Director Warrant grant in the draft Form 10-K, asked Spencer whether the 
+company had recognized an expense for that warrant.  After checking the company’s accounting 
+books and records, Spencer informed the auditor that Allion had not recorded an expense for the 
+Director Warrant, and Spencer and the auditor agreed that the company needed to do so.  Spencer 
+then prepared a Black-Scholes model valuing the Director Warrant at approximately $150,000.  
+Allion’s auditor, however, independently prepared a Black-Scholes model that valued the Director 
+Warrant at approximately $700,000 - $900,000. 
+25. The discrepancy prompted Allion’s auditor to review Spencer’s Black-Scholes 
+calculation. Based on this review, the auditor determined that Spencer incorrectly had used an 
+expected term of half of the Director Warrant’s life, rather than the full life, and used a volatility 
+factor that was too low. 
+26. Following the market close on March 9, Allion filed a Form 8-K and issued a 
+related press release announcing its intention to restate results for the three and six months ended 
+June 30, 2005 and the nine months ended September 30, 2005 to correct the failure to record a 
+non-cash interest expense for the Director Warrant.  The press release stated that Allion expected 
+the non-cash interest expense to be approximately $700,000 - $900,000 recorded in the second 
+quarter of 2005. Prior to issuing its press release, Allion self-reported the matter to the 
+Commission staff. 
+27. The following day, Allion’s auditor sent an e-mail to Spencer questioning whether 
+the company had “the same issues” with respect to its accounting for the Investor Warrant.  
+Spencer subsequently recalculated the fair value of both the Director and Investor Warrant.  Based 
+on advice from Allion’s auditor and an independent valuation expert, Spencer used the full 
+contractual term of the warrants as the expected term of exercise and a volatility factor of 40%, 
+which was based on the closing prices of Allion’s stock and other health care companies’ stocks 
+during the eight and a half months since Allion’s June 2005 IPO.  Using these revised inputs to the 
+Black-Scholes model, Spencer valued the Director Warrant at $752,563 and the Investor Warrant 
+at $213,747. 
+- 6 -
+
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+  
+ 
+  
+                                                 
+   
+  
+  
+28. On March 15, Allion filed a Form 8-K disclosing its prior failure to record the 
+correct non-cash interest expense for the Investor Warrant and stating that the total non-cash 
+interest expense to be recorded in the second quarter of 2005 for both warrants would be restated to 
+$966,000. The effect of the restatement is summarized in the charts below: 
+THREE MONTHS ENDED JUNE 30, 2005 DOLLAR 
+CHANGE 
+PERCENT 
+CHANGEOriginal Restated 
+Interest income (expense) ($451,634) ($1,417,634) ($966,000) 214% 
+Net income (loss) $70,431 ($895,569) ($966,000) 1372% 
+Net income (loss) available 
+to common shareholders 
+($1,267,616) ($2,233,616) ($966,000) 76% 
+Earnings (loss) per share ($0.31) ($0.55) ($0.24) 77% 
+NINE MONTHS ENDED SEPT. 30, 2005 DOLLAR 
+CHANGE 
+PERCENT 
+CHANGEOriginal Restated 
+Interest income (expense) ($359,419) ($1,265,419) ($906,000)6 252% 
+Net income (loss) $932,517 $26,517 ($906,000) 97% 
+Net income (loss) available 
+to common shareholders 
+($405,530) ($1,311,530) ($906,000) 223% 
+Earnings (loss) per share ($0.06) ($0.20) ($0.14) 233% 
+Allion Stated that a Material Weakness Existed in its Internal Controls 
+29. Allion’s 2005 Form 10-K, filed on March 16, 2006, stated that, after consultation 
+with its auditor, the company’s management had concluded that a material weakness existed in the 
+company’s internal controls over financial reporting relating to its failure to properly record non-
+cash interest expense for the Director Warrant and Investor Warrant.   
+30. Allion has since taken steps to address this material weakness, including retaining 
+an independent consultant to review and improve its internal procedures and controls relating to the 
+recording of equity-based and related party transactions, adding two certified public accountants to 
+its board of directors and audit committee, one of whom was appointed chairman of the audit 
+committee and later became the company’s CFO after Spencer voluntarily left Allion in July 2007.  
+The company also sent its controller for additional training.  
+Spencer was Responsible for Allion’s Improper Accounting and Internal Controls 
+31. Spencer, as CFO, was responsible for Allion’s false financial statements and 
+inadequate internal controls described above.  Spencer knew that the Director Warrant had 
+potentially significant value, and was aware of the potential “earnings hit” associated with the 
+warrant. Nevertheless, he failed to ensure that the Director or Investor Warrants were recorded 
+6 Allion’s restated interest expense for the nine months ended September 30, 2005 was $60,000 less than its 
+restated interest expense for the three months ended June 30, 2005 because the company recognized $60,000 of 
+interest expense for the Investor Warrant in its Form 10-Q originally filed for the third quarter of 2005. 
+- 7 -
+
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+ 
+ 
+ 
+properly in the company’s accounting records.  He did not verify that the warrants were recorded, 
+nor did he provide his valuation model to anyone else to enable them to properly record the 
+expense.  In addition, notwithstanding his lack of experience accounting for equity issued in 
+connection with debt, Spencer did not consult with the company’s auditor, other accountants, or 
+any other specialist regarding how properly to value or record the Director or Investor Warrants.  
+Instead, Spencer unreasonably relied upon Allion’s auditor to detect and remedy the company’s 
+accounting errors.  Even after the company’s auditor inquired about the omission of the Investor 
+Warrant from the company’s financial statements shortly before Allion filed its second quarter 
+Form 10-Q, Spencer failed to inquire whether the company’s accounting for the Director Warrant 
+raised a similar issue or raise the issue with the auditor. 
+Spencer Made Inaccurate Certifications Under Section 302 of the Sarbanes-Oxley Act 
+32. As Allion’s CFO, Spencer signed certifications for Allion’s Forms 10-Q for the 
+second and third quarters of 2005 stating that, among other things, he had evaluated the 
+effectiveness of the company’s internal controls over financial reporting, and had disclosed to the 
+company’s auditor and audit committee all significant deficiencies and material weaknesses in the 
+design or operation of these internal controls.  Spencer should have known that the company’s 
+internal controls relating to the recording of warrant transactions were deficient, and that these 
+certifications therefore were inaccurate. 
+Violations 
+33. Section 13(a) of the Exchange Act and Rule 13a-13 thereunder require issuers with 
+securities registered under Section 12 of the Exchange Act to file quarterly reports with the 
+Commission. Exchange Act Rule 12b-20 requires that an issuer’s periodic reports contain such 
+further material information as may be necessary to ensure that the required statements made in 
+them are not misleading.  It is implicit in these requirements that the information in the reports be 
+accurate. See SEC v. IMC International, Inc., 384 F. Supp. 889, 893 (N.D. Texas), aff’d mem., 
+505 F.2d 733 (5th Cir. 1974), cert. denied sub nom., Evans v. SEC, 420 U.S. 930 (1975). 
+34. Section 13(b)(2)(A) of the Exchange Act requires issuers to “make and keep books, 
+records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and 
+dispositions of the assets of the issuer.”  Section 13(b)(2)(B) of the Exchange Act requires issuers 
+to devise and maintain a system of internal controls sufficient to provide reasonable assurances 
+that, among other things, transactions are recorded as necessary to permit preparation of financial 
+statements in conformity with GAAP. 
+35. Exchange Act Rule 13a-14 requires principal executive and financial officers to 
+certify in quarterly Commission filings that, among other things, the certifying officers have 
+reviewed the filing and, based on their most recent evaluation of the company’s internal controls 
+over financial reporting, have disclosed to the audit committee and auditors all significant 
+deficiencies and material weaknesses in these internal controls. 
+36. As a result of the conduct described above, Allion violated Sections 13(a), 
+13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-13 thereunder. 
+37. As a result of the conduct described above, Spencer was a cause of Allion’s 
+violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20 
+and 13a-13 thereunder, and violated Exchange Act Rule 13a-14. 
+- 8 -
+
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+    
+ 
+    
+ 
+ 
+ 
+   
+Allion’s Remedial Efforts 
+38. In determining to accept the Offers, the Commission considered remedial acts 
+undertaken by Allion and cooperation afforded the Commission staff. 
+IV. 
+In view of the foregoing, the Commission deems it appropriate to impose the cease-and-
+desist order agreed to in Respondents’ Offers. 
+Accordingly, it is hereby ORDERED that: 
+A. Pursuant to Section 21C of the Exchange Act, Respondent Allion cease and desist 
+from committing or causing any violations and any future violations of Sections 13(a), 13(b)(2)(A), 
+and 13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-13 thereunder; and 
+B. Pursuant to Section 21C of the Exchange Act, Respondent Spencer cease and desist 
+from causing any violations and any future violations of Sections 13(a), 13(b)(2)(A), and 
+13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-13 thereunder, and cease and desist 
+from committing or causing any violation and any future violation of Exchange Act Rule 13a-14. 
+ By the Commission. 
+      E l i z a b e t h M . M u r p h y
+ Secretary 
+- 9 -

raw/aaer/2009/AAER-2952.txt

@@ -0,0 +1,189 @@
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                    
+   
+   
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+                                                
+ 
+  
+ 
+ 
+1 
+UNITED STATES OF AMERICA 
+ Before the 
+SECURITIES AND EXCHANGE COMMISSION 
+SECURITIES EXCHANGE ACT OF 1934 
+Release No. 59596 / March 18, 2009 
+ACCOUNTING AND AUDITING ENFORCEMENT 
+Release No. 2952 / March 18, 2009 
+ADMINISTRATIVE PROCEEDING 
+File No. 3-13412 
+In the Matter of 
+William D. Shovers, CPA 
+             Respondent. 
+ORDER INSTITUTING PUBLIC 
+ADMINISTRATIVE PROCEEDINGS AND 
+IMPOSING TEMPORARY SUSPENSION 
+PURSUANT TO RULE 102(e)(3) OF THE 
+COMMISSION’S RULES OF PRACTICE 
+I. 
+The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
+public interest that public administrative proceedings be, and hereby are, instituted pursuant to 
+Rule 102(e)(3)
+1 of the Commission’s Rules of Practice against William D. Shovers (“Respondent” 
+or “Shovers”).   
+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. 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+  
+  
+ 
+   
+  
+   
+ 
+  
+ 
+  
+II. 
+The Commission finds that: 
+A. RESPONDENT 
+1. Shovers, age 54, is and has been a certified public accountant (“CPA”). He 
+was first licensed as a CPA in Wisconsin in 1980; his license has been expired since 1995. He 
+served as Chief Financial Officer of Hayes-Lemmerz International, Inc. (“Hayes”) from 
+approximately 1999 until October 2001.  He also was Chief Accounting Officer at least during the 
+period of October 2000 through October 2001.  From October 2001 until mid-2003, Shovers 
+remained an officer with Hayes Lemmerz.
+ B. CIVIL INJUNCTION 
+2. On December 18, 2008, the U.S. District Court for the Eastern District of 
+Michigan entered a final judgment against Shovers.  The Final Judgment followed a jury trial in 
+which the jury found that Shovers had violated the following provisions of the securities laws and 
+rules and regulations promulgated thereunder: (1) Section 10(b) of the Securities Exchange Act of 
+1934) (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 204.10b-5] thereunder; 
+(2) Section 17(a)(3) of the Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)(3)]; 
+and (3) Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)], and Rules 13b2-1 [17 
+C.F.R. § 240.13b2-1] and 13b2-2 [17 C.F.R. § 240.13b2-2] thereunder.  The jury also found that he 
+aided and abetted certain of Hayes’ violations of the federal securities laws.    
+3. The Final Judgment permanently enjoined Shovers from violating Section 
+10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 204.10b-5] 
+thereunder; Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)]; Section 13(b)(5) of the 
+Exchange Act [15 U.S.C. § 78m(b)(5)], and Rules 13b2-1 [17 C.F.R. § 240.13b2-1] and 13b2-2 
+[17 C.F.R. § 240.13b2-2] thereunder; and from aiding and abetting violations of Section 13(a), 
+Section 13(b)(2)(A), and Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. §78m(a), 
+§78m(b)(2)(A), and §78m(b)(2)(B)], and Rules 12b-20, 13a-1, and 13a-13 [17 CFR §240.12b-20, 
+17 CFR § 240.13a-1, and 17 CFR § 240.13a-13] thereunder.  The Final Judgment also barred 
+Shovers, for a period of five (5) years, from acting as an officer or director of any issuer that has a 
+class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is 
+required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)], and 
+ordered him to pay a civil money penalty of $50,000. 
+4. The Commission's complaint in this matter alleged that, from fiscal year 
+1999 through the first quarter of 2001, senior officers and employees of Hayes engaged in a 
+fraudulent scheme to achieve corporate earnings targets and mask declining operating results. 
+The complaint alleged that Hayes personnel used several mechanisms to increase income and 
+revenue fraudulently, including: (1) inappropriately deferring operating expenses to balance 
+sheet accounts, (2) failing to process vendor invoices, (3) understating employee fringe benefits 
+2
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+  
+and (4) improperly recording certain customer discounts to balance sheet accounts.  As a result, 
+the complaint alleged, Hayes made materially false filings with the Commission in fiscal years 
+1999 and 2000 and for the first quarter of 2001, including the company's annual report on Form 
+10-K for the fiscal year ending January 31, 2001, and the quarterly reports on Forms 10-Q for the 
+quarterly periods ended April 30, 2000, July 31, 2000, October 31, 2000 and April 30, 2001.  
+5. The complaint alleged that after Shovers learned about the ongoing 
+financial fraud at the company, he made affirmative misrepresentations to the company's outside 
+independent auditor about Hayes' financial statements and caused Hayes to make Commission 
+filings containing material misrepresentations. The complaint also alleged that Shovers took 
+affirmative steps to conceal information about the improper accounting practices from Hayes' 
+outside independent auditor and Hayes' Audit Committee and Board of Directors. 
+III. 
+Based upon the foregoing, the Commission finds that a court of competent jurisdiction has 
+permanently enjoined Shovers, a CPA, from violating the Federal securities laws within the 
+meaning of Rule 102(e)(3)(i)(A) of the Commission’s Rules of Practice.  In view of these findings, 
+the Commission deems it appropriate and in the public interest that Shovers be temporarily 
+suspended from appearing or practicing before the Commission. 
+IT IS HEREBY ORDERED that Shovers be, and hereby is, temporarily suspended from 
+appearing or practicing before the Commission.  This Order shall be effective upon service on the 
+Respondent. 
+IT IS FURTHER ORDERED that Shovers may within thirty days after service of this 
+Order file a petition with the Commission to lift the temporary suspension.  If the Commission 
+within thirty days after service of the Order receives no petition, the suspension shall become 
+permanent pursuant to Rule 102(e)(3)(ii). 
+3
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+ 
+   
+ 
+ 
+ 
+ 
+ 
+If a petition is received within thirty days after service of this Order, the Commission shall, 
+within thirty days after the filing of the petition, either lift the temporary suspension, or set the 
+matter down for hearing at a time and place to be designated by the Commission, or both.  If a 
+hearing is ordered, following the hearing, the Commission may lift the suspension, censure the 
+petitioner, or disqualify the petitioner from appearing or practicing before the Commission for a 
+period of time, or permanently, pursuant to Rule 102(e)(3)(iii). 
+This Order shall be served upon Shovers personally or by certified mail at his last known 
+address. 
+ 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 
+4
+ 

raw/aaer/2009/AAER-2957.txt

@@ -0,0 +1,1393 @@
+
+
+ 
+ 
+   
+     
+ 
+ 
+ 
+ 
+ 
+ 
+
+     
+     
+     SEC.gov | Take-Two Interactive Software, Inc. 
+     
+     
+     
+     
+     
+     
+     
+         !function(){var e=navigator.userAgent,a=document.documentElement,n=a.className;n=n.replace("no-js","js"),/iPad|iPhone|iPod/.test(e)&&!window.MSStream&&(n+=" ua-ios"),a.className=n}(); 
+     {"path":{"baseUrl":"\/","pathPrefix":"","currentPath":"node\/505466","currentPathIsAdmin":false,"isFront":false,"currentLanguage":"en"},"pluralDelimiter":"\u0003","suppressDeprecationErrors":true,"gtag":{"tagId":"","consentMode":false,"otherIds":[],"events":[],"additionalConfigInfo":[]},"ajaxPageState":{"libraries":"eJxdT0GOwzAI_JBdn_oei2DkeINNZLC22devlaZS2wtiBhhmcKNUTPo97jxyaXEH3GJpiZrFhQW38A4cMqgeYQGlV19JFTKpQ-kUmvQKXP7I0cO4tC2kPnbg2wVdFslM0SCHPMs3vsEPPD7J6hgOGdPCKJyoRxxqUuePHjLLAuzVjimenRJGSLW08NoBK9LUn6SHlrytVOlcpJShB63QLSpBx_WkOzHNePol4fRQo_qMPvQ36ZXsAmd99lMNr2t_GUR9n60EyX9a_wePd5ns","theme":"uswds_sec","theme_token":null},"ajaxTrustedUrl":[],"gtm":{"tagId":null,"settings":{"data_layer":"dataLayer","include_classes":false,"allowlist_classes":"","blocklist_classes":"","include_environment":false,"environment_id":"","environment_token":""},"tagIds":["GTM-TD3BKV"]},"data":{"extlink":{"extTarget":false,"extTargetAppendNewWindowDisplay":true,"extTargetAppendNewWindowLabel":"(opens in a new window)","extTargetNoOverride":false,"extNofollow":false,"extTitleNoOverride":false,"extNoreferrer":false,"extFollowNoOverride":false,"extClass":"0","extLabel":"(link is external)","extImgClass":false,"extSubdomains":true,"extExclude":".*\\.gov|http:\/\/www.xbrl.org\/utr\/2013-05-17\/utr.xml|http:\/\/www.xbrl.org\/dtr\/type\/numeric-2009-12-16.xsd|http:\/\/www.xbrl.org\/dtr\/type\/nonNumeric-2009-12-16.xsd|https:\/\/secir.secure.force.com\/ombudsman\/OMMSForm","extInclude":"","extCssExclude":".data-exempt","extCssInclude":"","extCssExplicit":"","extAlert":true,"extAlertText":"You are now leaving the SEC Website. The link you have selected is located on another server. Please click on the OK button below to proceed to the selected site. The SEC does not endorse this web site, its sponsor, or any of the policies, activities, products, or services offered on the site or by any advertiser on the site.","extHideIcons":false,"mailtoClass":"0","telClass":"","mailtoLabel":"(link sends email)","telLabel":"(link is a phone number)","extUseFontAwesome":false,"extIconPlacement":"append","extPreventOrphan":false,"extFaLinkClasses":"fa fa-external-link","extFaMailtoClasses":"fa fa-envelope-o","extAdditionalLinkClasses":"","extAdditionalMailtoClasses":"","extAdditionalTelClasses":"","extFaTelClasses":"fa fa-phone","allowedDomains":null,"extExcludeNoreferrer":""}},"field_group":{"html_element":{"mode":"default","context":"view","settings":{"classes":"rightrail-list","show_empty_fields":false,"id":"","element":"div","show_label":true,"label_element":"h2","label_element_classes":"","attributes":"","effect":"none","speed":"fast"}}},"user":{"uid":0,"permissionsHash":"e506dfd1572f94bd1f339f1a7483bfbded31d4a9d2bdfdca3fdbc235153380ee"}} 
+  
+  
+  
+  
+  
+
+     
+ 
+
+   
+   
+
+         
+      Skip to search field
+     
+
+     
+      Skip to main content
+     
+
+        
+
+       
+    
+
+    
+   
+     
+   
+     
+       
+         
+           
+         
+         
+           An official website of the United States government 
+           Here’s how you know 
+         
+         
+           Here’s how you know 
+         
+       
+     
+     
+       
+         
+           
+           
+             
+               
+                Official websites use .gov
+               
+               
+                              A  .gov  website belongs to an official government organization in the United States.
+                           
+           
+         
+         
+           
+           
+             
+               
+                Secure .gov websites use HTTPS
+               
+                   
+              A  lock 
+              (   Lock  A locked padlock    )
+              or  https://  means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.
+             
+           
+         
+       
+     
+   
+ 
+
+   
+
+ 
+   
+
+         
+       
+                 
+                     SEC homepage 
+           
+           
+         
+       
+
+                   
+        Menu
+          
+       
+     
+
+         
+       
+                 
+           
+             
+           
+         
+
+                 
+          Close
+            
+         
+       
+
+            
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+
+                       
+      
+        
+  
+                   
+    
+          
+      
+             
+                   
+             Search Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Search Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Full Text Search 
+               
+          
+      
+             
+        
+                             Latest Filings 
+               
+          
+      
+             
+        
+                             Mutual Fund Search 
+               
+          
+      
+             
+        
+                             Variable Insurance Products Search 
+               
+          
+      
+             
+        
+                             SIC Codes 
+               
+          
+      
+             
+        
+                             CIK Lookup 
+               
+          
+      
+             
+        
+                             Public Dissemination Service (PDS) 
+               
+          
+      
+             
+        
+                             Search Assistance 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Submit Filings 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Submit Filings 
+         
+      
+             
+    
+          
+      
+             
+        
+                             EDGAR Filer Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Filing Portal 
+               
+          
+      
+             
+        
+                             Online Forms Management Portal 
+               
+          
+      
+             
+        
+                             EDGAR Next 
+               
+          
+      
+             
+        
+                             Forms Index 
+               
+          
+      
+             
+        
+                             Filer Support & Resources 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Data & Research 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Data & Research 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Data Library 
+               
+          
+      
+             
+        
+                             Statistics & Data Visualizations 
+               
+          
+      
+             
+        
+                             Structured Data 
+               
+          
+      
+             
+        
+                             Investment Management Data 
+               
+          
+      
+             
+        
+                             Open Data at the SEC 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Rules, Enforcement, & Compliance	 
+           
+        
+                    
+        
+  
+                     
+      
+      
+             
+    
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Rules & Regulations 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Rulemaking Activity 
+               
+          
+      
+             
+        
+                             Submit Public Comments 
+               
+          
+      
+             
+        
+                             Staff Guidance 
+               
+          
+      
+             
+        
+                             No-Action, Interpretive, and Exemptive Letters 
+               
+          
+      
+             
+        
+                             Self-Regulatory Organization Rulemaking 
+               
+          
+      
+             
+        
+                             Public Petitions for Rulemaking 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Enforcement & Litigation 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Litigation Releases 
+               
+          
+      
+             
+        
+                             Administrative Proceedings 
+               
+          
+      
+             
+        
+                             Administrative Law Judge Orders and Initial Decisions 
+               
+          
+      
+             
+        
+                             Trading Suspensions 
+               
+          
+      
+             
+        
+                             Distributions to Harmed Investors 
+               
+          
+      
+             
+        
+                             Receiverships 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+                
+           Compliance 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Examination Priorities 
+               
+          
+      
+             
+        
+                             Risk Alerts 
+               
+          
+      
+             
+        
+                             Compliance Outreach Program 
+               
+    
+  
+       
+  
+
+               
+          
+      
+             
+        
+                    
+        
+  
+            
+      
+             
+    
+          
+      
+             
+        
+                             Proposed Rules 
+               
+          
+      
+             
+        
+                             What's New 
+               
+          
+      
+             
+        
+                             Whistleblower Program 
+               
+    
+  
+       
+  
+
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             Featured Topics 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           Featured Topics 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Crypto Task Force 
+               
+          
+      
+             
+        
+                             Cybersecurity 
+               
+          
+      
+             
+        
+                             Market Structure Analytics 
+               
+          
+      
+             
+        
+                             Saving and Investing for Military Personnel 
+               
+          
+      
+             
+        
+                             Saving and Investing for Teachers 
+               
+          
+      
+             
+        
+                             SEC-CFTC Harmonization Initiative 
+               
+          
+      
+             
+        
+                             Treasury Clearing Implementation 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+                   
+             About 
+           
+        
+                    
+        
+  
+                     
+      
+                
+           About 
+         
+      
+             
+    
+          
+      
+             
+        
+                             Mission 
+               
+          
+      
+             
+        
+                             Commissioners 
+               
+          
+      
+             
+        
+                             Divisions & Offices 
+               
+          
+      
+             
+        
+                             Division & Office Directors 
+               
+          
+      
+             
+        
+                             Advisory Committees 
+               
+          
+      
+             
+        
+                             Budget & Performance 
+               
+          
+      
+             
+        
+                             Reports & Publications 
+               
+          
+      
+             
+        
+                             Commission Votes 
+               
+          
+      
+             
+        
+                             Contact the SEC 
+               
+          
+      
+             
+        
+                             Careers 
+               
+    
+  
+         
+     
+  
+
+               
+          
+      
+             
+        
+                             Submit a Tip or Complaint 
+               
+    
+  
+       
+  
+
+
+
+
+   
+
+      
+             
+              
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+             
+     
+
+    
+     
+                           
+            
+               
+                     
+                           Newsroom 
+               
+                 
+                           | 
+               
+                 
+                           Investors 
+               
+                 
+                           Small Businesses 
+               
+                 
+                           Whistleblowers 
+               
+         
+  
+
+
+                       
+
+                 
+        
+  
+
+
+  
+
+ 
+   
+     Search SEC.gov & EDGAR 
+       
+         
+     
+  
+     
+       Search 
+     
+   
+ 
+
+
+        
+
+
+               
+     
+     
+
+   
+ 
+  
+
+
+   
+     
+         
+      
+
+   
+
+     
+   
+
+ 
+         
+             
+   
+     
+       
+        More in this Section
+       
+     
+     
+       
+           
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+       
+     
+   
+ 
+             
+     
+    
+
+  
+  
+           
+                                                             
+               
+                 Enforcement & Litigation 
+               
+             
+                                                                                                                                                                                                                                                                                        
+  
+                     
+         
+           Litigation Releases 
+         
+                             
+                       
+         
+           Administrative Proceedings 
+         
+                             
+                       
+         
+           Administrative Law Judge Orders and Initial Decisions 
+         
+                             
+                       
+         
+           Trading Suspensions 
+         
+                             
+                       
+         
+           Distributions to Harmed Investors 
+         
+                             
+                       
+         
+           Receiverships 
+         
+                             
+                       
+         
+           Electronic Filings in Administrative Proceedings (eFAP) 
+         
+                             
+                       
+         
+           Rules of Practice 
+         
+                             
+                       
+         
+           Applications for Reentry 
+         
+                             
+                       
+         
+           Reports of Investigations 
+         
+                             
+                       
+         
+           Whistleblower Program 
+         
+                             
+                       
+         
+           Public Alert: Unregistered Soliciting Entities (PAUSE) 
+         
+                             
+                       
+         
+           SEC Action Lookup - Individuals (SALI) 
+         
+                             
+                       
+         
+           Enforcement Data Delivery Standards 
+         
+                             
+                       
+         
+           Small Businesses 
+         
+                             
+                       
+         
+           Appellate Briefs 
+         
+                             
+                       
+         
+           Amicus / Friend of the Court Briefs 
+         
+                             
+               
+  
+                                                                                                                                                                                                                                                                                                                                                 
+  
+
+
+
+
+   
+
+ 
+     
+  
+   
+
+                   
+     
+  
+    
+        
+   
+
+     
+       
+                 
+  
+    
+      
+        
+     
+  
+    
+       
+   
+       
+               Home 
+           
+       
+               Enforcement and Litigation 
+           
+       
+               Litigation Releases 
+           
+       
+              Take-Two Interactive Software, Inc.
+           
+     
+ 
+
+   
+
+     
+
+      
+      
+             
+        Take-Two Interactive Software, Inc.
+       
+
+             
+   
+
+
+        
+                   
+             
+               
+  
+    
+      
+
+   
+
+             
+                        
+                  U.S. SECURITIES AND EXCHANGE COMMISSION 
+
+ Litigation Release No. 20982 / April 1, 2009 
+
+ Accounting and Auditing Enforcement Release No. 2957 / April 1, 2009 
+
+  Securities and Exchange Commission v. Take-Two Interactive Software, Inc. , United States District Court for the Southern District of New York, Civil Action No. 1:09-CV-03113 (S.D.N.Y. April 1, 2009) 
+
+ Take-Two Pays $3 Million Civil Penalty to Settle Fraud Charges in Stock Options Backdating Scheme 
+
+ The Securities and Exchange Commission ("Commission") today announced the filing of a civil action against video and computer game publisher and distributor Take-Two Interactive Software, Inc. ("Take-Two"), alleging that during a seven year period, Take-Two defrauded investors by granting backdated, undisclosed "in the money" stock options to officers, directors, and key employees while failing to record required non-cash charges for option-related compensation expenses. 
+
+ The Complaint alleges that on over 100 occasions from 1997 through September 2003, Take-Two looked back and picked grant dates for the Company's incentive stock options, resulting in grants of "in-the-money" options. According to the Complaint, Take-Two used several means to backdate options, including pre-priced option pools, backdating of employment agreements, and "pick-a-date" backdating, whereby a set exercise price for the grants was chosen, and then a past grant date was selected when Take-Two's stock price most closely corresponded to the set exercise price. On at least 26 occasions, the backdated grant dates coincided with dates of historically low annual and quarterly closing prices for Take-Two's common stock. These "fortuitous" grant dates, the complaint alleges, could not have been selected so consistently without the benefit of hindsight. According to the Complaint, Take-Two granted these options without complying with its own stock option plans and, generally, without the Board or a Committee thereof approving the grant dates or exercise prices. The Complaint alleges that Take-Two officers and employees prepared documents falsely indicating that the option grants had been made on earlier dates when Take-Two's stock price had closed lower. 
+
+ The Complaint alleges that because of the undisclosed backdating scheme, Take Two filed with the Commission and disseminated to investors current, quarterly and annual reports, proxy statements and registration statements that contained materially false and misleading statements concerning the true grant dates and proper exercise prices of stock options. In doing so, Take-Two created the false and misleading impression that stock options were granted in accordance with the terms of the applicable stock option plans. According to the Complaint, Take-Two materially understated its compensation expenses and materially overstated its quarterly and annual pre-tax earnings and earnings per share in its financial statements. On February 28, 2007, Take-Two restated historical financial results for multiple years to record additional non-cash charges for option-related compensation expenses totaling $42.1 million net of tax. 
+
+ Without admitting or denying the allegations of the Commission's Complaint, Take-Two consented to the entry of an order: (1) permanently enjoining it from violating Section 17(a) of the Securities Act of 1933, Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 14(a) of the Securities Exchange Act of 1934 (Exchange Act) and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-11, 13a-13 and 14a-9; and (2) requiring it to pay a $3 million civil penalty. The settlement is subject to the approval of the United States District Court for the Southern District of New York. 
+
+ The Commission previously settled with former Chief Executive Officer and Chairman Ryan Brant for his alleged role as the architect of the fraudulent options backdating scheme.  SEC v. Ryan Ashley Brant , Civil Action No. 1:07 CV 1075 (DLC) (S.D.N.Y. 2007) (filed February 14, 2007), Litigation Release No. 20003. In that action, Brant was permanently enjoined from violating and/or aiding and abetting violations of the antifraud, reporting, record-keeping, internal controls and securities ownership reporting provisions of the federal securities laws; permanently barred from serving as an officer or director of any public company; and ordered to pay disgorgement of $4,118,093, prejudgment interest of $1,143,000, and a civil penalty of $1 million. Brant also pled guilty to felony criminal charges of Falsifying Business Records in the First Degree and paid $1 million in lieu of fines and forfeiture to state and local New York authorities. 
+
+ The Commission acknowledges the assistance of the New York County District Attorney's Office, which conducted a separate, parallel investigation. 
+
+ The Commission's investigation is continuing. 
+
+ 
+   SEC Complaint  
+
+ 
+ 
+  
+   
+      
+                                   
+               
+     
+
+           
+                
+ 
+   Resources 
+    
+       
+                
+     
+      SEC Complaint 
+   
+  
+           
+  
+   
+       
+       
+
+
+   
+
+   
+
+    
+   
+
+      
+ 
+
+ 
+
+   
+     
+           Return to top 
+         
+
+         
+       
+                 SEC homepage 
+                 
+       
+     
+
+           
+                           
+                           
+    
+
+  
+                 
+    
+                   
+                                                     About the SEC	 
+          
+                       
+                
+          
+                   
+           Budget & Performance 
+         
+                         
+           Careers 
+         
+                         
+           Commission Votes	 
+         
+                         
+           Contact 
+         
+                         
+           Contracts 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Transparency 
+          
+                       
+                
+          
+                   
+           Accessibility & Disability 
+         
+                         
+           Super Intelligence 
+         
+                         
+           FOIA 
+         
+                         
+           Inspector General 
+         
+                         
+           No FEAR Act Data 
+         
+                         
+           Ombuds 
+         
+                         
+           SEC Excess Personal Property Guidance 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Websites 
+          
+                       
+                
+          
+                   
+           Investor.gov 
+         
+                         
+           Related Sites 
+         
+                         
+           USA.gov 
+         
+          
+        
+  
+             
+                   
+                         
+                                                     Site Information 
+          
+                       
+                
+          
+                   
+           Plain Writing 
+         
+                         
+           Privacy & Security 
+         
+                         
+           Site Map 
+         
+          
+        
+  
+             
+                   
+          
+               
+    
+  
+
+
+
+   
+
+           
+                       
+               Stay connected. Sign up for email updates. 
+                
+ 
+   
+   
+   
+   Your email address 
+   
+   Sign Up 
+ 
+
+             
+                             
+           
+                 
+                     
+         
+                 
+                       
+               
+                 X 
+                 
+    
+ 
+               
+             
+                                 
+               
+                 Facebook 
+                 
+    
+ 
+               
+             
+                     
+             
+               Instagram 
+               
+    
+ 
+             
+           
+                       
+               
+                 RSS  
+                 
+    
+ 
+               
+             
+                                 
+               
+                 YouTube 
+                 
+    
+ 
+               
+             
+                               
+             
+               Email Updates 
+               
+    
+ 
+             
+           
+         
+              
+ 
+
+   
+
+    
+
+      
+  
+  
+
+     
+