GRNO press release announcing end of SEC suit:
Message 16062765
July 11, 2001 19:21
Green Oasis Finally Resolves the 1998 Lawsuit Brought by the United States Securities and Exchange Commission Through an Extensively Negotiated And Favorable Settlement
CHARLESTON, S.C., July 11 /PRNewswire/- Green Oasis Environmental, Inc. (GRNO) proudly announces that Green Oasis finally resolved all disputes with the Securities and Exchange Commission when, on March 26, 2001, Judge Patrick Michael Duffy of the United States District Court for the District of South Carolina entered an extensively negotiated Final Judgment of Permanent Injunction and Other Relief between Defendant William D. Carraway and the SEC. Although the Judgment technically restrains and enjoins him from future violations of Sections 5 (a), 5 (c), and 17 (a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, Mr. Carraway consented to the entry of the extensively negotiated and favorable permanent injunction without admitting or denying the allegations of the Commission's complaint.
The Commission's complaint, filed on July 1, 1998, originally alleged that Green Oasis Environmental, Inc., William D. Carraway, Raymond C. O'Brien, and others ("the Defendants") published a series of false and misleading press releases prepared by the public relations firm the company retained. The complaint alleged that certain of the Defendants were paid to publish purportedly objective descriptions about the company and to encourage positive discussions about the company in Internet news groups. The Commission's complaint also sought disgorgement from Mary Ann Carraway of the gains from her sales of Green Oasis in August 1998, and against other defendants in December 1998 and in May 1999, in which those Defendants neither admitted nor denied the allegations in the Commission's complaint.
As part of the negotiated settlement, tentatively agreed to in May 2000, but pending Commission approval, Mr. Carraway consented to a disgorgement amount of $771,992, with pre-judgment interest thereon in the amount of $229,085, so long as the Commission waived payment based upon his demonstrated inability to pay. Moreover, the Final Judgment did not include a civil penalty, based upon the demonstrated inability to pay. By agreement, the Final Judgment barred Mr. Carraway for a period of five years from serving as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act or that is required to file reports pursuant to Section 15(d) of the Exchange Act; however, that disability will not affect his ability to continue to serve as Chairman and President of Green Oasis.
Also on March 26, 2001, the Court entered a Final Judgment as to Relief Defendant Mary Ann Carraway, based on her similarly negotiated settlement with the Commission, whereby she consented to a disgorgement amount of $633,926, so long as the Commission simultaneously waived payment of disgorgement based upon her inability to pay.
During the tumultuous period following the SEC's suspension of trading in Green Oasis stock in May of 1997, formal investigation and subsequent lawsuit in 1998, William D. Carraway and Mary Ann Carraway, took personal responsibility for, and used portions of the proceeds from the sale of their shares of Green Oasis stock, to ensure the company's future.
Starting in 1996, Mr. Carraway loaned $100,000 to Green Oasis, invested $150,000 in Green Oasis equity investments, including common stock, the company's private placement, and a GOE plant partnership unit (the last of which he bought for his children), and personally guaranteed loans made by third parties to GOE, in order to keep the company operating, in the amount of $845,000. Similarly, since 1994, the Carraways made $1,010,000 in stockholder loans to GOE. They loaned the company $170,000 in 1994, $271,000 in 1995, $252,000 in 1996, $55,000 in 1997, $140,000 in 1998, and made another stockholder loan to GOE in the amount of $22,000 relating to the plant partnership.
As of May 31, 2000, the balance owed by GOE totaled $277,000. Moreover, in those circumstances where GOE had no funds to make required payments of loans to The Carraways, from time to time, the loan balances were reduced by payment in GOE unregistered, restricted common stock based on the market rates at the time. Separately, as of May 31, 2000, GOE owed The Carraways $1,035,000 in deferred salaries. Unless The Carraways had made the above referred stock sales and loans to GOE and unless they had deferred the substantial salaries due to them, GOE would have been unable to meet its obligations since the SEC-instituted suspension in trading, and GOE would never have received final EPA approval, secured its US Patent, or continued in business. All of these actions were taken by the Carraways to protect and benefit GOE and all of its public shareholders.
"Now that this matter is finally concluded, Green Oasis can finally break its self-imposed 'radio-silence' and explain the final outcome of nearly three years of litigation," said Barton S. Sacher, P.A., of the nationally recognized securities law firm of Sacher, Zelman, Van Sant, et al., which acts as General Counsel to Green Oasis, "It has been a long ordeal that is finally behind the company, and now it can simply concentrate on the business at hand, and direct its full attention to the malpractice action against its former attorney, Jon L. Andersen and his former Atlanta law firm, Gambrell & Stolz, L.L.P. (set to begin trial on October 22, 2001), addressing the concerns of its many interested potential purchasers, and fulfilling the orders placed for several plants pursuant to its recently signed contracts."
Green Oasis is a publicly traded company (OTC Bulletin Board: GRNO) which designs, develops, manufactures, assembles and installs fully computerized distillation plants, which contain the Company's proprietary technology that converts waste oil into marketable fuel products such as #2 diesel oil and heating oil in a one-step process of thermal cracking and distillation, techniques that are well-known in the refining industry. The company patented its unique process in 1999. A distillation facility can be located on less than a one acre site and the Company offers a choice of output capacities that comply with EPA and other related governmental regulations. Green Oasis markets it technology directly and through Agency relationships and strategic alliances. For additional technical information, visit the Company's website: greenoasis.com .
Safe Harbor statement under the Private Securities Litigation Reform of 1995: This release contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements include information concerning the financial condition, results of operations, plans, objectives, future performance and business of Green Oasis. Green Oasis includes forward- looking statements in descriptions of future earnings and cash flows, anticipated capital expenditures and management strategies, plans and objectives. Statements preceded by, followed by or that include the words "believes," "expects," "anticipates" or similar expressions are generally considered to be forward-looking statements.
Forward-looking statements involve both known and unknown risks and uncertainties and actual results or performance may therefore differ materially from the expected results or performance of expressed or implied by the forward-looking statements. The following important factors and risks could affect Green Oasis' actual results or performance. Primary risk factors include, but are not limited to: competitors in the market, changes in regulatory policy, changes in the price and demand for the products produced by the Company's technology, a shortage of waste oil feed stock, lack of availability of manufacturing materials, lack of qualified staff, and a lack of availability of third party financing for customers. In light of these risks and uncertainties the events discussed in this release may not occur. Green Oasis undertakes no obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events or otherwise.
For additional information, contact: Green Oasis Environmental, Inc., 843-722-5771, email: grno@bellsouth.net , or Barton S. Sacher, P.A. 305-371-8797.
SOURCE Green Oasis Environmental, Inc. |
