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SEC LITIGATION RELEASE
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EXTRACTED KEY WORDS
SECURITIES COMMISSION SOLOSKI SECURITIES ACT EXCHANGE PAY POP STOCK VIOLATION SHARES CIVIL DISTRICT BRITISH COLUMBIA FINANCING PLF ATTORNEY MATERIAL NONPUBLIC INFORMATION REQUIRING TRADING SETTLED CIVIL COURT CALIFORNIA REPRESENTING COMPLAINT PROVISIONS THEREUNDER TERM SHEET SOLOSKI SOLD STOCK CERTIFICATES LEGENDS ENTRY |
U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 18368 / September 26, 2003
SECURITIES AND EXCHANGE COMMISSION v. WARREN J. SOLOSKI, 1 03CV01993
(D.D.C. Sept. 25, 2003) (PLF)
SEC SUES ATTORNEY FOR INSIDER TRADING
On September 25, 2003, the Securities and Exchange Commission filed a
settled civil action in the United States District Court for the
District of Columbia, alleging that defendant Warren J. Soloski, a
California attorney, traded on material nonpublic information that he
obtained while representing Pay Pop, Inc. ("Pay Pop"), a now defunct
British Columbia-based telecommunications company. The Complaint
alleges that Soloski violated the antifraud provisions of the federal
securities laws (Section 17(a) of the Securities Act of 1933 (the
"Securities Act") and Section 10(b) of the Securities Exchange Act of
1934 (the "Exchange Act") and Rule 10b-5 thereunder). The Commission
also issued an administrative order finding that Soloski violated the
same provisions.
In both its federal court Complaint and its cease-and-desist order,
the Commission charged that Soloski received a proposed term sheet
from an investment banking firm for a potential $8 million equity
financing of Pay Pop. On the same day Soloski received the draft term
sheet, he purchased 10,000 shares of Pay Pop. The Commission further
charged that Soloski sold these shares after learning the financing
would not close due to the issuance of at least 15 million Pay Pop
shares via stock certificates that were free of any restrictive
legends in violation of Section 5 of the Securities Act.
According to the Commission, Soloski sold his Pay Pop stock while in
possession of the following material nonpublic information that he
obtained through his representation of the company (i) Pay Pop had 19
million shares issued and outstanding, approximately 15 million of
which Soloski knew to be illegally issued; and (ii) Pay Pop failed to
close the $8 million financing despite the fact that Pay Pop had
issued a false press release on June 28, 1999 stating that it had
closed on the financing. As a result of Soloski's sale of Pay Pop
stock, he avoided losses of $922.14.
Without admitting or denying the Commission's allegations and
findings, Soloski has consented to the entry of a final judgment
requiring him to pay disgorgement of $922.14, prejudgment interest of
$288.83 thereon, and a one-time civil penalty of $922.14. In addition,
Soloski has consented to the entry of an order requiring him to cease
and desist from future violations of Section 17(a) of the Securities
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