SECURITIES EXCHANGE ACT OF 1934
Release No. 42901 / June 6, 2000
ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 1267 / June 6, 2000
ADMINISTRATIVE PROCEEDING
File No. 3-10217
In the Matter of
ERIC P. FURMAN, CPA Respondent.
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ORDER INSTITUTING PUBLIC PROCEEDINGS AND OPINION AND ORDER PURSUANT TO RULE 102(e) OF THE COMMISSION'S RULES OF PRACTICE |
I.
The Securities and Exchange Commission ("Commission") deems it appropriate that public administrative proceedings be, and hereby are, instituted against Eric P. Furman ("Furman"), a certified public accountant, pursuant to Rule 102(e)(3) of the Commission's Rules of Practice.1
II.
In anticipation of the institution of these public administrative proceedings, Furman has submitted an Offer of Settlement which the Commission has determined to accept. Solely for the purposes of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the findings, except that he admits to the Commission's finding that a Final Judgment of Permanent Injunction ("Final Judgment") has been entered against him as set forth in Section III.C. below, and also admits the jurisdiction of the Commission over himself and over the subject matter of this proceeding, Furman consents to the entry of this Order Instituting Public Proceedings and Opinion and Order Pursuant to Rule 102(e) of the Commission's Rules of Practice ("Order").
III.
On the basis of this Order and Furman's Offer of Settlement, the Commission makes the following findings:
A. Furman, age 37, is and has been a certified public accountant licensed to practice in the State of New York since 1987. He was the Corporate Controller and Chief Accounting Officer of Micro Warehouse, Inc. ("Micro Warehouse"). Furman has practiced before the Commission within the meaning of Rule 102(f) of the Commission's Rules of Practice in connection with the preparation of Micro Warehouse's financial statements and other documents.
B. Micro Warehouse is a Delaware corporation that serves as a direct marketer of brand name MacIntosh and IBM compatible personal computers, software, accessories and peripherals. Micro Warehouse's principal executive offices are located in Norwalk, Connecticut, and its common stock is registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"), and is traded on the NASDAQ National Market.
C. On March 20, 2000, the Commission filed a complaint against Furman and Stephen M. Hieber in Securities and Exchange Commission v. Eric P. Furman and Stephen M. Hieber ("SEC v. Furman"), D. Conn., Civil Action No. 300-CV-00520 (DJS). On January 13, 2000, Furman consented to the entry of a Final Judgment against him in SEC v. Furman, without admitting or denying the allegations in the complaint, except as to jurisdiction, which Furman admitted. On May 31, 2000, the United States District Court for the District of Connecticut entered the Final Judgment, which permanently enjoins Furman from violating Section 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1 and 13b2-2 promulgated thereunder, and further enjoins him from aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder.
D. The Commission's complaint filed in SEC v. Furman alleges, among other things, that from 1994 through the second quarter of 1996 Furman engaged in a scheme to defraud investors by causing Micro Warehouse to materially inflate the profits that it reported to the investing public. Furman carried out his scheme by causing numerous fictitious manual journal entries to be input into Micro Warehouse's general ledger, which falsely reduced Micro Warehouse's expenses and liabilities. The inflated profits were reported in financial statements that Micro Warehouse presented in, or incorporated into: its Forms 10-K for the years ended December 31, 1994 and December 31 1995; its Forms 10-Q for the first, second and third quarters of 1994 and 1995 and the first and second quarters of 1996; a Form S-3 registration statement filed in 1994; and Form S-3 and Form S-4 registration statements filed in 1995. Furman's scheme caused these documents, each of which was filed with the Commission, to contain materially false and misleading financial statements. The complaint also alleges that Furman knew, or was reckless in not knowing, that the financial statements presented or incorporated into these filings, some of which were signed by Furman, were materially false and misleading as a result of his conduct. The complaint further alleges that Furman made materially false and misleading statements, and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading to Micro Warehouse's auditors in connection with the 1994 and 1995 audits of Micro Warehouse's financial statements.
IV.
Based on the foregoing, the Commission deems it appropriate to accept the Offer of Settlement submitted by Furman and accordingly,
IT IS HEREBY ORDERED, effectively immediately, that Furman is denied the privilege of appearing or practicing before the Commission as an accountant.
By the Commission.
Jonathan G. Katz
Secretary
Footnotes
1 Paragraph (3) of Rule 102(e) provides, in relevant part, that:
...(i) The Commission, with due regard to the public interest...may...suspend from appearing or practicing before it any...accountant...who has been by name...permanently enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the Commission, from violating or aiding and abetting the violation of any provision of the Federal securities laws or of the rules and regulations thereunder.