UNITED STATES OF AMERICA
| ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS PURSUANT TO RULE 102(e) OF THE COMMISSION'S RULES OF PRACTICE, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS|
The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest to institute public administrative proceedings against Scott Miller pursuant to Rule 102(e)(3)(i) of the Commission's Rules of Practice,1 and such proceedings are hereby instituted.
In anticipation of the institution of these proceedings, Miller has submitted an Offer of Settlement (the "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, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings contained in Section III.3 below, which are admitted, Miller consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.
On the basis of this Order and Miller's Offer, the Commission finds that:
1. Miller, age 44, is and has been a certified public accountant licensed to practice in the state of Nevada. Miller served as Chief Accounting Officer and Senior Vice President of Finance of PurchasePro, Inc. ("PurchasePro") during the period relevant to the conduct described herein and continuing until August 2001.
2. PurchasePro was, at all relevant times, a Nevada corporation with its principal place of business in Las Vegas. PurchasePro provided Internet business-to-business electronic-commerce software and services. At all relevant times, PurchasePro's common stock was registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act") and traded on the NASDAQ National Market.
3. On September 24, 2003, a final judgment was entered against Miller in the civil action entitled Securities and Exchange Commission v. Scott Miller, No. 03-1202-A, in the United States District Court for the Eastern District of Virginia. The final judgment, among other things, permanently enjoined him from future violations of Exchange Act Sections 10(b) and 13(b)(5) and Exchange Act Rules 10b-5 and 13b2-2.
4. The Commission's complaint in the civil action alleged, among other things, that Miller participated in the preparation of financial statements that, in contravention of generally accepted accounting principles ("GAAP"), materially overstated PurchasePro's revenues for the first quarter of its 2001 fiscal year by including revenue from a contract as to which the parties never reached an agreement and the services were not performed. The complaint further alleged that Miller misled PurchasePro's outside accountants in connection with their review of PurchasePro's financial statements for the quarter by failing to provide them with material facts that called into question the authenticity and performance of the contract. Finally, the complaint alleged that Miller circumvented PurchasePro's internal accounting controls during the quarter, and later withheld, destroyed, and attempted to destroy several documents and electronic files that were subject to a Commission subpoena.
In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanction agreed to in Miller's Offer.
Accordingly, it is hereby ORDERED, effective immediately, that:
Miller is suspended from appearing or practicing before the Commission as an accountant.By the Commission.
Jonathan G. Katz
1 Rule 102(e)(3)(i) provides, in relevant part, that:
The Commission, with due regard to the public interest and without preliminary hearing, may, by order, . . . 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.
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