UNITED STATES OF AMERICA Before The SECURITIES AND EXCHANGE COMMISSION Securities Act of 1933 Release No. 7318 / August 1, 1996 Securities Exchange Act of 1934 Release No. 37511 / August 1, 1996 Administrative Proceeding File No. 3-8798 ------------------------------ : In the Matter of : : RODGER E. THORNTON : ORDER MAKING FINDINGS : AND IMPOSING SANCTIONS : : : ------------------------------- I. In this proceeding ordered pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Sections 15(b), 19(h) and 21C of the Securities Exchange Act ("Exchange Act") respondent Rodger E. Thornton ("Thornton") has submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept1/. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission or in which the Commission is a party and without admitting or denying the Commission's findings contained herein, except as to jurisdiction and paragraph II.A, which he admits, Thornton consents to the entry of this Order Making Findings and Imposing Sanctions set forth below. II. On the basis of the Order for Proceedings and the Offer submitted by Thornton, the Commission finds that:2/ A. Schneider Securities, Inc. ("Schneider"), is a Colorado corporation registered since 1985 as a broker-dealer with the Commission pursuant to Section 15(b) of the 1/ The Order for Proceedings in this matter was instituted September 6, 1995. 2/ Any findings herein are made pursuant to Thornton's Offer and solely for the purpose of these proceedings and are not binding on any other person or entity named as a Respondent in this or any other proceedings. Exchange Act. Thornton, a resident of Colorado Springs, Colorado, was a registered representative for Schneider from about 1988 to about October 1991. Thornton was employed as a consultant by Stat-Tech International Corp. ("Stat-Tech") during about November and December 1991. B. From in or about October 1991 through November 1991, Thornton willfully violated Sections 5(a) and 5(c) of the Securities Act in that he directly and indirectly made use of the means and instruments of transportation and communication in interstate commerce and of the mails to offer to sell, sell and deliver after sale, or to cause offers, sales and delivery after sale, to members of the public, certain securities, namely shares of common stock of Stat-Tech, when no registration statement was filed or in effect as to the said securities pursuant to the Securities Act. As part of and in furtherance of the aforesaid conduct and activities: 1. While a registered representative for Schneider, Thornton effected or caused sales of 1,900,000 shares of Stat-Tech stock for Therese M. Lamb ("Lamb"), the wife of Raynard M. Fenster ("Fenster"), president of Stat-Tech; 2. While a consultant with Stat-Tech, Thornton effected or caused sales of 1,900,000 shares of Stat-Tech stock, the certificates for which were in the name of Esther Rogers ("Rogers"), a nominee for Fenster and Thornton. Thornton was, at the time he directed such sales, a consultant for Stat-Tech, and Thornton and Fenster shared part of the proceeds of the sales. C. The Commission has reviewed Thornton's sworn financial statement and other evidence adduced by Thornton. Provided that he has submitted a true, accurate and complete sworn affidavit establishing his inability to pay concerning his financial condition, including his assets, liabilities, income and expenses, the Commission has determined that Thornton does not have the financial ability to pay disgorgement of $83,000 or a civil penalty. III. Based on the foregoing and the Offer, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Offer. ACCORDINGLY, IT IS ORDERED THAT: Effective on the second Monday after the date of this Order Thornton be suspended from association in any capacity with any broker, dealer, municipal securities dealer, investment company or investment adviser for a period of six months. Thornton cease and desist from committing or causing violations or future violations of Sections 5(a), 5(c) of the Securities Act. Thornton pay disgorgement of $83,000, plus interest, at the legal rate, dating from the date of his violative conduct to the date of the Order, provided, however, that the payment of such disgorgement is waived based upon Thornton's current demonstrated financial inability to pay disgorgement. The Division of Enforcement may, without prior notice, petition the Administrative Law Judge to reopen this matter to consider Thornton's inability to disgorge funds if the Division of Enforcement obtains information that the financial information provided by Thornton was inaccurate or incomplete in any material respect as of the time of such representations. In connection with such petition, the Administrative Law Judge may consider ordering Thornton to pay $83,000 in disgorgement, plus interest, and a civil penalty. Thornton may not, by way of defense to such petition, contest the allegations or findings in this Order or assert that disgorgement and/or the payment of a civil penalty should not be ordered. Thornton comply with his undertaking to provide to the Commission within thirty days after the end of the six month period described above, an affidavit that he has complied fully with the sanctions described above. By the Commission. Jonathan G. Katz Secretary ==========================================START OF PAGE 3======