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U.S. Securities and Exchange Commission


Securities Exchange Act of 1934
Release No. 45874 / May 3, 2002

Administrative Proceedings
File No. 3-10777

The Commission today instituted public administrative and cease-and-desist proceedings against Gemisys Corporation, a registered transfer agent in Englewood, Colorado, and its chief executive officer, Stephen A. Finn, a California resident, alleging that from April 1992 through October 2001, Gemisys repeatedly violated various rules applicable to transfer agents. The Division of Enforcement ("Division") alleges that, among other violations, Gemisys failed to: (i) timely and properly report lost or stolen securities to the Securities Information Center; (ii) maintain proper records relating to letters of appointment, routine items presented for transfer, non-routine items and turnaround time; and (iii) maintain a proper control book for each issuer and keep each issue in balance. The Division also contends that Finn willfully aided and abetted and caused Gemisys' violations of the transfer agent rules.

The Commission instituted administrative and cease-and-desist proceedings against Gemisys and Finn (collectively "Respondents") to determine whether: (i) the allegations against Respondents are true and to afford Respondents an opportunity to establish any defense to such allegations; (ii) any remedial action is appropriate in the public interest against Respondents pursuant to Sections 17A(c)(3) and 17A(c)(4) of the Exchange Act; (iii) civil penalties should be ordered against Respondents pursuant to Section 21B of the Exchange Act; and (iv) pursuant to Section 21C of the Exchange Act, Gemisys and Finn should be ordered to cease and desist from committing or causing violations of and any future violations of Sections 17(a)(3) and 17A(d)(1) of the Exchange Act and Rules 17Ac2-1; 17Ac2-2; 17Ad-6; 17Ad-7; 17Ad-10; 17Ad-12; 17Ad-13; 17Ad-15; 17Ad-16; 17f-1; and 17f-2 thereunder.

A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide the Respondents an opportunity to dispute these allegations, and to determine what sanctions, if any, are appropriate in the public interest.


Modified: 05/06/2002