UNITED STATES OF AMERICA
In the Matter of
Gregory A. Alba, CPA
ORDER INSTITUTING PUBLIC
PROCEEDINGS PURSUANT TO
RULE 102(e) OF THE
COMMISSION'S RULES OF
PRACTICE, MAKING FINDINGS
AND IMPOSING REMEDIAL
The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and they hereby are, instituted against Gregory A. Alba ("Alba"), a CPA, pursuant to Rule 102(e)1 of the Commission's Rules of Practice [17 C.F.R. §201.102(e)] ("Rule 102(e)").
In anticipation of the institution of these proceedings, Alba has submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purpose of these proceedings, and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, Alba, without admitting or denying the findings set forth herein, except those findings contained in Section III,A and E, below, and the Commission's jurisdiction over him, which are admitted, consents to the entry of this Order instituting Public Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions.
Based on this Order and Alba's Offer, the Commission finds the following:
A. Alba is a certified public accountant licensed by the State of Arizona. Alba served as Computone Corporation's ("Computone") controller from August 1994 until March 1996, as its vice president of finance and administration and its chief financial officer from April 1996 until July 27, 1998, and as its principal financial accounting officer from October 1995 until July 27, 1998.
B. Computone is a company headquartered in Alpharetta, Georgia that designs, manufactures and sells computer hardware and software products. Computone's common stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act").
C. On September 28, 1999, the Commission filed a civil injunctive action against Alba and others [Securities and Exchange Commission v. Computone Corporation, Thomas J. Anderson, Gregory A. Alba, Donald A. Pearce, Duncan E. Hume, and Brian D. Kretschman, Civil Action No. 1:99-CV-2496, (N.D. Ga.)] alleging that Alba violated Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1 and 13b2-2 thereunder, and charging him with liability, as a control person, for 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 alleged that during 1995, 1996 and 1997, Alba prepared or assisted in the preparation of financial statements contained in certain periodic reports filed on behalf of Computone with the Commission and numerous press releases issued by Computone. The reports materially misrepresented the operations and financial condition of Computone in violation of generally accepted accounting principles. The complaint further alleged that Alba failed to make and keep accurate books and records, failed to establish and maintain adequate internal accounting controls, circumvented internal accounting controls, and misled Computone's independent auditors.
E. On March 30, 2000, a final judgment of permanent injunction was entered against Alba, permanently enjoining him from violations of Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-13, 13b2-1 and 13b2-2 thereunder. Alba consented to the entry of the injunction without admitting or denying the violations.
Based upon the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer submitted by Alba and accordingly,
IT IS HEREBY ORDERED that Alba is denied the privilege of appearing or practicing before the Commission as an accountant. After five years from the date of this order, Alba may request that the Commission consider his reinstatement by submitting an application (attention: Office of the Chief Accountant) to resume appearing or practicing before the Commission as:
1. a preparer or reviewer, or a person responsible for the preparation or review, of any public company's financial statements that are filed with the Commission. Such application must satisfy the Commission that Alba's work in his practice before the Commission will be reviewed either by the independent audit committee of the public company for which he works or in some other manner acceptable to the Commission; and/or
2. an independent accountant. Such an application must satisfy the Commission that:
(a) Alba, or the firm with which he is associated, is a member of the SEC Practice Section of the American Institute of Certified Public Accountants Division for CPA Firms ("SEC Practice Section");
(b) Alba or the firm has received an unqualified report relating to his or the firm's most recent peer review conducted in accordance with the guidelines adopted by the SEC Practice Section; and
(c) As long as Alba appears or practices before the Commission as an independent accountant he will remain either a member of the SEC Practice Section or associated with a member firm of the SEC Practice Section, and will comply with all applicable SEC Practice Section requirements, including all requirements for periodic peer reviews, concurring partner reviews, and continuing professional education.
3. The Commission's review of any application by Alba to resume appearing or practicing before the Commission may include consideration of, in addition to the matters referenced above, any other matters relating to Alba's character, integrity, professional conduct, or qualifications to appear or practice before the Commission.
By the Commission
Jonathan G. Katz
1 Rule 102(e) provides in relevant part:The Commission, with due regard to the public interest and without preliminary hearing, may, by order, temporarily suspend from appearing or practicing before it any... accountant...who has been by name...[p]ermanently 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 the rules and regulations thereunder. http://www.sec.gov/litigation/admin/34-424981.htm
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