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SEC LITIGATION RELEASE
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EXTRACTED KEY WORDS
COMMISSION EXCHANGE ACT WILSHIRE SECURITIES ALLEGES PROVISIONS WILSHIRE STOCK VIOLATION CAUSING WILSHIRE OVERSTATE THEREUNDER COMPLAINT REPORTS CONDITIONAL SALES MICHAEL DISTRICT COURT CALIFORNIA OFFICER SECURITIES LAWS MATERIALLY MISLEADING INSIDER TRADING SELLING SHARES LOSSES CROW CAUSED WILSHIRE REVENUE CLEAN ANTIFRAUD PROVISIONS |
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U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 15071 / September 25, 1996
SECURITIES AND EXCHANGE COMMISSION v. MICHAEL W. CROW, Civil
Action No. 96-1661 SCM (S.D. Cal.)
The Securities and Exchange Commission ("Commission") filed a
complaint on September 24, 1996, in the United States District
Court for the Southern District of California against Michael W.
Crow ("Crow"). Crow was the former president and chief executive
officer of Wilshire Technologies, Inc. ("Wilshire"), a public
company located in Carlsbad, California. The Commission's
complaint alleges that Crow 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 complaint that Crow 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 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 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 auditors provision of Rule
13b2-2 under the Exchange Act.
The Commission also alleges that Crow engaged in insider trading
in Wilshire's stock in violation of the antifraud provisions of
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