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SEC v OCTAGON, INC Click to find out why . . .



Keywords & Phrases
CaseNo: 34-37762, Defendant: Octagon, Inc., Plaintiff: SEC, UniqueCaseRef: SEC>34-37762, Respondent, Jmit, Contract, Commission, Exchange Act, Report, Violation, Disclose, Misleading, Securities, Publication, Thereunder, Agreement, Stock, Credit, Pursuant, Periodic Reports, Filings, Prk, Facts, Nasdaq, Material Related-party, Transactions, Quarterly Report, Officer, Equipment, Spare, Common Stock, Public Offering, Market , ContentID: 120244922

Case Documents
1 1996-09-30 SEC ADMINISTRATIVE PROCEEDING
[ see first page and extracted highlights below  ] ItemID: 111659
7 pages
TXT
Total Documents: 1 document , 7 pages
Price: $ 19.95


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1 . SEC ADMINISTRATIVE PROCEEDING

EXTRACTED KEY WORDS
JMIT
CONTRACT
COMMISSION
EXCHANGE ACT
REPORT
VIOLATION
DISCLOSE
MISLEADING
SECURITIES
PUBLICATION
THEREUNDER
AGREEMENT
STOCK
CREDIT
PURSUANT
PERIODIC REPORTS
FILINGS
PRK
FACTS
NASDAQ
MATERIAL RELATED-PARTY
TRANSACTIONS
QUARTERLY REPORT
OFFICER
EQUIPMENT
SPARE
COMMON STOCK
PUBLIC OFFERING
MARKET
==========================================START OF PAGE 1======


                     UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION



SECURITIES EXCHANGE ACT OF 1934
Release No. 37762 / September 30, 1996

ADMINISTRATIVE PROCEEDING
File No. 3-9132

------------------------------
                              :    ORDER INSTITUTING CEASE-AND-
In the Matter of              :    DESIST PROCEEDINGS
                              :    PURSUANT TO SECTION 21C OF
OCTAGON, INC.,                :    THE SECURITIES EXCHANGE ACT
                              :    OF 1934 AND FINDINGS AND
             Respondent.      :    ORDER OF THE COMMISSION
                              :
-------------------------------



                                I.

     The Commission deems it appropriate and in the public
interest to institute public administrative proceedings pursuant
to Section 21C of the Securities Exchange Act of 1934 ("Exchange
Act") to determine whether Octagon, Inc. (the "Respondent")
violated Sections 10(b) and 13(a) of the Exchange Act and Rules
10b-5, 12b-20, and 13a-13 promulgated thereunder.

                               II.

     In anticipation of the institution of these administrative
proceedings, the Respondent has submitted an Offer of Settlement
which the Commission has determined to accept.  Solely for
purposes of these proceedings and any other proceedings brought
by or on behalf of the Commission or to which the Commission is a
party, the Respondent, without admitting or denying the matters
set forth herein, consents to the issuance of this Order
Instituting Cease-and-Desist Proceedings Pursuant to Section 21C


SNIPPETS:
  • SECURITIES AND EXCHANGE COMMISSION
  • The Commission deems it appropriate and in the public interest to institute public
  • Solely for purposes of these proceedings and any other proceedings brought by or on behalf of
  • The Respondent is a Delaware corporation that, during the relevant period, was headquartered
  • After the Respondent's initial public offering in February 1994, its common stock and
  • On May 22, 1995, pursuant to Exchange Act Rule 12h-3, the Respondent filed a Form 15 with the
  • On May 26, 1994, the Respondent filed with the Commission its quarterly report on Form 10-Q
  • Both filings prominently discussed the Respondent's acquisition of Power Systems Energy
  • Specifically, these public filings omitted to state that, prior to the Respondent's agreement uisition of PSESI, the Respondent paid PRK $219,220 in fees and disbursements for alleged
  • The Respondent's False and Misleading
  • On July 12, 1994, the Respondent issued a press release announcing that it had entered into
  • The press release further stated that "dditional terms of payment will be provided under an
  • The initial agreement, dated July 11, 1994, was for only $36.3 million of equipment and spare
  • In addition, although the Form 10-Q disclosed that this contract was "subject to the issuance
  • On August 22, 1995, at least 10 days past JMIT's deadline for posting its letter of credit g of the letter of credit by, which we anticipate in the near term."
  • Act Section 10and Rule 10b-5 Thereunder
  • The Respondent violated these provisions by failing to make timely disclosure about its
  • Moreover, because the Respondent's principal officers directly participated in not only the
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