UNITED STATES SECURITIES AND EXCHANGE COMMISSION
LITIGATION RELEASE NO. 16656 \ August 17, 2000
SECURITIES AND EXCHANGE COMMISSION V. MERGER COMMUNICATIONS, INC., JUKKA U. TOLONEN, AND DAVID A. DRAKE, Defendants. Civil Action No. H-00-2791, (USDC/SDTX/Houston)
SEC FILES LAWSUIT AGAINST HOUSTON
The Securities and Exchange Commission (SEC) announced that on August 15, 2000, it filed a civil complaint against Merger Communications, Inc. ("Merger") and its two owners, Jukka U. Tolonen and David A. Drake of Houston, Texas. The complaint alleges that Merger distributed press releases and other communications via the Internet touting numerous Over The Counter ("OTC") and NASDAQ quoted stocks without properly disclosing that the companies compensated Merger.
The SEC alleges that in press releases and mass facsimile and e-mail distributions, Merger distributed highly favorable information concerning the issuers that was intended to create immediate increases in the trading volume and share-price of the issuers' stock. On its website and in communications with prospective clients, Merger boasted that its services often resulted in immediate increases in volume and share-price appreciation for its clients' securities. As compensation for its promotional efforts, Merger and its principals received shares of the touted issuer's stock. The amount of shares received was dependent upon the share price increase during Merger's promotional efforts.
With respect to many of its touts, Merger did not disclose that its promotional and touting activity was bought and paid for by the company whose stock was being touted and that its investment advice, therefore, was not disinterested. For other touts, Merger disclosed generally that it "may" be compensated in stock or that it was hired by the issuer, but it did not fully disclose the nature and amount of compensation.
The SEC also alleges that Merger's promotional efforts had the intended effect of increasing the issuer's stock price. For example, after Merger's promotion of one OTC stock, PinkMonkey.com, the company's shares increased 400% in the first two days after the dissemination of Merger's promotional release. In another instance, shares of another Merger client, Clearworks Technologies, Inc., increased 66% in the three days following Merger's tout of the company's stock. Typically, however, the impact of Merger's efforts was short lived, and the price of its clients' stock returned to the pre-tout price within a few days.
Merger, Tolonen and Drake, without admitting or denying any of the allegations of the SEC's complaint, simultaneously agreed to settle the charges that they violated the anti-touting provisions of the federal securities laws. Under terms of the settlement, each of the defendants will be permanently enjoined from future violations of Section 17(b) of the Securities Act of 1933. In addition, the proposed judgment orders Merger to pay a civil penalty of $50,000 and Tolonen and Drake to pay a civil penalty of $10,000 each.
Investors are advised to read the SEC's "Cyberspace" Alert before purchasing any investment promoted on the Internet. The free publication, which alerts investors to the telltale signs of online investment fraud, is available on the Investor Assistance and Complaints link of the SEC's Home Page on the World Wide Web www.sec.gov. It can also be obtained by calling 800-SEC-0330.
Investors are encouraged to report suspicious Internet offerings (or other suspicious offerings) via e-mail to firstname.lastname@example.org. A user friendly form to assist you in making a report is available at the SEC Home Page www.sec.gov. Investors can also mail a report to SEC's Enforcement Complaint Center, Mail Stop 8-4, 450 Fifth Street, N.W., Washington, D.C. 20549.