Haraburda-Comeau-Stein best straighten this out. Crackin down on the pinkies?
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News for 'WNSH' - (ENFORCEMENT PROCEEDINGS - Marshall Holdings International, Inc. and Mark T. Ellis Settle SEC Charges)
Jul 15, 2009 (SECURITIES AND EXCHANGE COMMISSION RELEASE/ContentWorks via
COMTEX) -- The Securities and Exchange Commission announced that on July 6,
2009, the United States District Court for the Central District of California
entered Final Judgments by consent against defendants Marshall Holdings
International, Inc. (Marshall Holdings) and Mark T. Ellis, a resident of Irvine,
California.
In the complaint filed on Aug. 6, 2008, the Commission alleged that Marshall
Holdings and Ellis, an officer of Winsted Holdings, Inc. (Winsted Holdings),
improperly registered shares issued under employee stock option programs on Form
S-8 registration statements from 2003 through 2005. Marshall Holdings and
Winsted Holdings then received at least 85% of the proceeds from the shares'
sales as payment of the options' exercise price. Form S-8 statements may be used
to register shares issued to compensate employees and consultants and have
abbreviated disclosure requirements as compared to statements registering shares
used to raise capital. According to the complaint, however, the option programs
functioned as public offerings through which Marshall Holdings and Winsted
Holdings used their employees as conduits to the market so that they could raise
capital without complying with the registration provisions.
Without admitting or denying the complaint's allegations, Marshall Holdings and
Ellis have consented to the entry of Final Judgments enjoining them from
violating Section 5 of the Securities Act of 1933, ordering them to pay
disgorgement of $8,974,033 and $1,042,000, respectively, plus prejudgment
interest and, based upon their financial conditions, waiving payment of all such
amounts. The litigation continues as to two remaining defendants.
For more information on earlier actions in this case, see Litigation Release
Number 20673 (Aug. 7, 2008). [SEC v. Angel Acquisition Corp., et al, Case No.
SACV 08-880 JVS (ANx) (C.D. Cal.)] (LR-21131)
Copyright (C) 2009 Federal Information & News Dispatch, Inc.
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