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SEC LITIGATION RELEASE
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EXTRACTED KEY WORDS
COMMISSION EXCHANGE ACT WILSHIRE SECURITIES KUEBLER ALLEGES PROVISIONS WILSHIRE STOCK VIOLATION CAUSING WILSHIRE OVERSTATE THEREUNDER AMENDED COMPLAINT OFFICER REPORTS CONDITIONAL SALES CALIFORNIA PRESIDENT CHIEF SECURITIES LAWS MATERIALLY MISLEADING INSIDER TRADING SELLING SHARES LOSSES KUEBLER CAUSED WILSHIRE REVENUE CLEAN ANTIFRAUD PROVISIONS |
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U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 15144 / November 1, 1996
SECURITIES AND EXCHANGE COMMISSION v. MICHAEL W. CROW AND PETER
F. KUEBLER, Civil Action No. 96-1661 SCM (S.D. Cal.)
The Securities and Exchange Commission ("Commission") filed a
first amended complaint on November 1, 1996, in the United States
District Court for the Southern District of California against
Michael W. Crow ("Crow") and Peter F. Kuebler ("Kuebler"). Crow
was the former president and chief executive officer of Wilshire
Technologies, Inc. ("Wilshire"), a public company located in
Carlsbad, California. Kuebler was Wilshire's vice president,
secretary and chief financial officer. The Commission's amended
complaint alleges that both Crow and Kuebler violated the federal
securities laws by causing Wilshire to materially overstate its
earnings, to issue materially misleading press releases and to
file materially misleading periodic financial reports with the
Commission. The Commission further alleges that Crow engaged in
insider trading by selling 75,000 shares of Wilshire stock in
November and December 1993, avoiding losses of about $1.2
million.
The Commission alleges in its amended complaint that Crow and
Kuebler caused Wilshire to overstate its fiscal 1993 second and
third quarter financial statements by causing Wilshire to
recognize revenue on conditional sales of two new and untested
products. One product, called the TrimPatch, was designed as an
over-the-counter appetite suppressant administered through a
patch applied to the skin. The other product, a pipe plug, was
designed to clean tubing in clean rooms in manufacturing
facilities. The Commission further alleges that Crow and Kuebler
caused Wilshire to overstate its fourth quarter and fiscal 1993
financial results by causing Wilshire to recognize additional
revenue on other conditional sales, and by causing Wilshire to
improperly recognize a gain on a related party asset sale and an
expense deduction on a disputed claim against a vendor. The
Commission alleges that, in perpetrating this scheme, Crow and
Kuebler violated the antifraud provisions of Section 10(b) of the
Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5
thereunder, the reporting provisions of Section 13(a) of the
Exchange Act and Rules 12b-20 and 13a-13 thereunder, the
recordkeeping provisions of Section 13(b)(2)(A) of the Exchange
Act and Rule 13b2-1 thereunder, the internal control provisions
of Section 13(b)(2)(B) of the Exchange Act and the lying to the
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