"Part 17" of 8K
The Court has considered the Commission's Complaint, Memorandum of
Points and Authorities in support of the TRO, and the Declaration of Paula L.
Kashtan and exhibits filed therewith, and all other documents and arguments in
support of its application for emergency relief ("Application").
The Commission has made a sufficient and proper showing in support of
the relief granted herein by: i) presenting a prima facie case of securities
laws violations by defendants, and ii) showing a reasonable likelihood that the
defendants enjoined herein will continue to violate the federal securities laws
in connection with their offer, purchase and sale of SOE stock.
The Court finds good cause to believe that, unless restrained and
enjoined by Order of this Court, defendants, other than SOE, will dissipate,
conceal or transfer from the jurisdiction of this Court assets which could be
subject to an Order of Disgorgement. Accordingly the Court hereby orders as
follows:
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I.
TEMPORARY RESTRAINING ORDER
IT IS HEREBY ORDERED that, pending determination of the Show Cause
Preliminary Injunction hearing,
1. Defendants Charles O. Huttoe, Huttoe & Assoc.,
National Trading Services, Word Corporation, SGA Goldstar Research, Inc.,
Theodore R. Melcher, Jr., Shannon B. Terry, Alpha Securities Ltd., Dunbar
Holdings Ltd., and Systems of Excellence, Inc., and their officers, agents,
servants, employees, attorneys, and those persons in active concert or
participation with them, and each of them, ARE HEREBY RESTRAINED AND ENJOINED
from directly or indirectly, in the absence of an applicable exemption,
a. making use of any means or instruments of
transportation or communication in interstate commerce or of the
mails to sell a security through the use or medium of any prospectus
or otherwise, or
b. carrying or causing to be carried through the
mails or in interstate commerce, by any means or instruments of
transportation, any such security for the purpose of sale or delivery,
unless a registration statement is in effect as to such security, or
c. making use of any means or instruments of
transportation or communication in interstate commerce or of the mails
to offer to sell or offer to buy through the use or medium of any
prospectus or otherwise any security, unless a registration statement
is in effect as to such security, or while the registration
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statement is the subject of a refusal or stop order or (prior to the
effective date of the registration statement) any public proceeding
under Section 8 of the Securities Act [15 U.S.C. Section 77h],
in violation of Sections 5(a) and 5(c) of the Securities Act [15 U.S.C.
Sections 77e(a) and 77e(c)];
2. Defendants Charles O. Huttoe, Huttoe & Assoc.,
National Trading Services, Inc., Word Corporation, SGA Goldstar Research, Inc.,
Theodore R. Melcher, Jr., Shannon B. Terry, Alpha Securities Ltd., Dunbar
Holdings Ltd., and Systems of Excellence, Inc., and each of them, and their
officers, agents, servants, employees, attorneys, and those persons in active
concert or participation with them, and each of them, ARE HEREBY RESTRAINED AND
ENJOINED from directly or indirectly, in connection with the offer, purchase,
or sale of any securities, by the use of any means, instruments or
instrumentalities of transportation or communication in interstate commerce, or
of the mails, or of any facility of any national securities exchange,
a. employing any device, scheme, or artifice to
defraud, or
b. obtaining money or property by means of any
untrue statement of a material fact, or omitting to state a material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading, or
c. engaging in any transaction, act, practice or
course of business which operates or would operate as a fraud or
deceit upon any person,
in violation of Section 17(a) of the Securities Act [15 U.S.C. Section
77q(a)], Section 10(b) of |
