UNITED STATES OF AMERICA
In the Matter of
|ORDER INSTITUTING PUBLIC ADMINISTRATIVE PROCEEDINGS, MAKING FINDINGS AND REVOKING REGISTRATION PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934|
The Securities and Exchange Commission ("Commission") deems it necessary and appropriate for the protection of investors that public administrative proceedings be instituted against Respondent AremisSoft Corporation ("AremisSoft"), pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange Act") (15 U.S.C. §78l(j).
In anticipation of the institution of these administrative proceedings, AremisSoft has submitted an Offer of Settlement ("Offer") that 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, without admitting or denying the findings set forth below, except as to the Commission's finding of jurisdiction over AremisSoft and the subject matter of these proceedings as set forth in Part III.A, which AremisSoft admits, AremisSoft consents to the entry of this Order Instituting Public Administrative Proceedings, Making Findings and Revoking Registration Pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Order") set forth below.
Accordingly, IT IS HEREBY ORDERED that proceedings pursuant to Section 12(j) of the Exchange Act are instituted.
The Commission makes the following findings:
A. AremisSoft has filed registration statements under the Securities Act of 1933 and its common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act.
B. On March 15, 2002 AremisSoft filed a voluntary petition in the United States Bankruptcy Court for the District of New Jersey for relief under chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101-1330 (as amended) (Case No. 02-32621 (RG)).
C. AremisSoft has failed to comply with Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5] by making materially false and misleading statements and material omissions in filings with the Commission and press releases.
D. AremisSoft has failed to comply with Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 13a-1 and 13a-13 [17 C.F.R. §§ 240.13a-1 and 240.13a-13] while its common stock was registered with the Commission in that it has not filed an annual report on Form 10-K for its 2001 fiscal year or quarterly reports on Form 10-Q for any fiscal period subsequent to its fiscal quarter ending June 30, 2001.
E. AremisSoft also has failed to comply with Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 13a-1, 13a-13 and 12b-20 [17 C.F.R. §§ 240.13a-1, 240.13a-13 and 240.12b-20] by including financial statements that failed to conform with Generally Accepted Accounting Principles, as required by Commission Regulation S-X, in its annual reports on Form 10-K for the fiscal years ended December 31, 1999 and 2000, and in its quarterly reports on Form 10-Q for 1999, 2000 and the first two quarters of 2001, and by failing to include in such reports such further material information necessary to make the statements made, in the light of the circumstances under which they were made, not misleading.
F. Based on the foregoing, the Commission finds that it is necessary and appropriate for the protection of investors that the registration of AremisSoft's common stock be revoked pursuant to Section 12(j) of the Exchange Act [15 U.S.C. § 78l(j)], as specified by AremisSoft in its Offer.
Accordingly, IT IS HEREBY ORDERED, pursuant to Section 12(j) of the Exchange Act [15 U.S.C. §78l(j)] that the registration of AremisSoft's common stock be, and hereby is, revoked.
By the Commission.
Jonathan G. Katz
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