UNITED STATES OF AMERICA
In the Matter of
LOUIS P. REAMES, Sr.
|ORDER INSTITUTING PUBLIC
PROCEEDINGS PURSUANT TO
SECTION 8A OF THE SECURITIES ACT
OF 1933 AND SECTIONS 15(b)(6) AND
SECTION 21C OF THE SECURITIES
EXCHANGE ACT OF 1934, MAKING
FINDINGS, AND ISSUING CEASE-AND-
The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest to institute public administrative proceedings against Respondent Louis Phillips Reames, Sr. ("Reames") pursuant to Section 8A of the Securities Act of 1933 ("Securities Act"), and Sections 15(b)(6) and 21C of the Securities Exchange Act of 1934 ("Exchange Act").
In anticipation of the institution of these administrative proceedings, Reames has submitted an Offer of Settlement ("Offer"), which the Commission has determined that it is in the public interest to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, prior to a hearing and without admitting or denying the findings contained herein, except that he admits the jurisdiction of the Commission over him and over the subject matter of these proceedings, Reames consents to the issuance of this Order Instituting Proceedings Pursuant to Section 8A of the Securities Act of 1933, and Sections 15(b)(6) and 21C of the Securities Exchange Act of 1934, Making Findings, and Issuing a Cease-and-Desist Order ("Order") and to the entry of the findings and the issuance of a cease and desist order as set forth below.
Accordingly, IT IS ORDERED that said proceedings be, and hereby are, instituted.
On the basis of this Order and the Offer, the Commission finds the following:1
Louis Phillips Reames, Sr., 57, ("Reames" or "Respondent") was a registered representative associated with Argent Securities, Inc. ("Argent"), a now-defunct broker-dealer. In addition, as chairman of Argent's board, Reames oversaw Argent's investment banking functions during the relevant period. In 1996, Reames entered into a financial consulting agreement with Swisher International, Inc. ("SII") on behalf of Argent. Reames is currently a registered representative associated with the broker-dealer, Auerbach, Pollack & Richardson, Inc.
B. Relevant Entities
Argent Securities, Inc., a Georgia broker-dealer, was registered with the Commission until it ceased operations and submitted a Form BDW terminating its registration effective December 12, 1999. During the period relevant to this action, Argent was a market maker for SII securities, and served as a consultant to SII.
Swisher International, Inc., a Nevada corporation headquartered in Charlotte, NC, is in the business of franchising commercial and residential hygiene services. Following its initial public offering in 1993, SII registered with the Commission pursuant to Section 12(g) of the Exhange Act. Its common stock traded on the NASDAQ from April 1993 to May 1998 under the symbol SWSH and currently trades on the OTC bulletin board. On April 28, 2000, SII filed a Form 15 terminating its registration with the Commission pursuant to Exchange Act Rule 12(g)(4), and is no longer required to file periodic reports with the Commission.
C. Respondent's Conduct
In 1996, SII retained Argent to provide various financial consulting services. Reames negotiated and signed an August 23, 1996 consulting agreement memorializing the arrangement. The agreement expressly stated that Argent "shall provide research reports of the company," in addition to other investor-relation services. In exchange for such services, SII promised to pay Argent a total of 100,000 warrants to purchase SII common stock. SII agreed to provide 50,000 of the 100,000 warrants, at $5.50 per share, and to redirect the remaining 50,000 warrants-25,000 at $5.50 per share and 25,000 at $6.50 per share-from another financial consulting firm SII had retained to provide similar services. In addition, SII contracted to pay Argent "$5,000 for a total of $20,000 payable on the first day of February, 1997 and continuing for the next three months ending May 1, 1997." Argent ultimately received 39,100 SII warrants and SII made at least one $5,000 payment when the consulting agreement was rescinded in April 1997-well after Argent issued two buy recommendations for SII stock.
In 1996, Argent published the first of two research reports recommending the purchase of SII common stock. Reames reviewed and edited that report, and had final authority over its issuance. Reames, also reviewed and approved the issuance of a second buy recommendation dated February 20, 1997. Argent distributed the reports throughout the investor community, as well as to its own brokers who purchased SII stock on behalf of hundreds of Argent's retail clients. Both reports failed to disclose the specific compensation that SII had promised to pay Argent. Rather, the reports simply state that, "from time to time, [Argent], and or its officers may have a long or short position in the securities mentioned in this report."
Section 17(b) of the Securities Act makes it unlawful for any person to publish or circulate any notice, circular, or other communication describing a security without disclosing the nature and substance of any consideration, whether present or future, direct or indirect, received from an issuer, underwriter or dealer. The Respondent committed or caused a violation of Section 17(b) by approving, and authorizing the issuance of the September 16, 1996 and the February 20, 1997 research reports, without disclosing, or ensuring that Argent disclosed, the fact that SII had paid Argent cash and had promised it warrants to prepare the reports. See In the Matter of RCG Capital Markets Group, Inc., Securities Act Release No. 7689 (June 11, 1999); In the Matter of TKO Int'l, Inc., Securities Act Release No. 7650 (February 26, 1999).
Based on the foregoing, the Commission finds that Respondent Louis Phillips Reames, Sr. willfully2 aided and abetted, and committed or caused, a violation of Section 17(b) of the Securities Act.
Respondent has submitted a sworn financial statement and other evidence and has asserted his financial inability to pay a civil penalty. The Commission has reviewed the sworn financial statement and other evidence provided by Respondent and has determined that Respondent does not have the financial ability to pay a civil penalty.
In view of the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer of Settlement of Respondent Louis Phillips Reames, Sr.
IT IS HEREBY ORDERED, pursuant to Section 8A of the Securities Act, that Respondent Louis Phillips Reames, Sr. cease and desist from committing or causing any violation and any future violation of Section 17(b) of the Securities Act; and
IT IS FURTHER ORDERED that the Division of Enforcement ("Division") may, at any time following the entry of this Order, petition the Commission to: (1) reopen this matter to consider whether Respondent provided accurate and complete financial information at the time such representations were made; (2) determine the amount of the civil penalty to be imposed; and (3) seek any additional remedies that the Commission would be authorized to impose in this proceeding if Respondent's offer of settlement had not been accepted. No other issues shall be considered in connection with this petition other than whether the financial information provided by Respondent was fraudulent, misleading, inaccurate or incomplete in any material respect, the amount of civil penalty to be imposed and whether any additional remedies should be imposed. Respondent may not, by way of defense to any such petition, contest the findings in this Order or the Commission's authority to impose any additional remedies that were available in the original proceeding.
By the Commission.
Jonathan G. Katz
|1||The findings herein are made pursuant to the Respondent's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.|
|2||"Willfully" as used in this Order means intentionally committing the act which constitutes the violation, see Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000); Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965).|
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