UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION Securities Act of 1933 Release No. 7639 / February 11, 1999 Securities Exchange Act of 1934 Release No. 41043 / February 11, 1999 Accounting and Auditing Enforcement Release No. 1109 / February 11, 1999 Administrative Proceeding File No. 3-9828 ------------------------------------------------------------ : In the Matter of : ORDER INSTITUTING PUBLIC : PROCEEDINGS PURSUANT TO MICRO COMPONENT : SECTION 8A OF THE TECHNOLOGY, INC., : SECURITIES ACT OF 1933, DUANE AUGUST WILLE, CPA, : SECTION 21C OF THE STEVEN DAVID TURNER, : SECURITIES EXCHANGE ACT JEFF ALLEN STEWART, and : OF 1934 AND RULE 102(e) DANIEL JAMES HILL, : OF THE COMMISSION’S RULES : OF PRACTICE, MAKING Respondents. : FINDINGS AND IMPOSING A : CEASE-AND-DESIST ORDER : AND REMEDIAL SANCTIONS ------------------------------------------------------------ I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against Duane August Wille, CPA ("Wille") and Steven David Turner ("Turner"), and against Micro Component Technology, Inc. ("MCT"), Jeff Allen Stewart ("Stewart") and Daniel James Hill ("Hill") pursuant to Section 21C of the Exchange Act. The Commission further deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted against Wille pursuant to Rule 102(e)(1)(ii) and (iii)[1] of the Commission’s Rules of Practice. II. In anticipation of the institution of these proceedings, MCT, Wille, Turner, Stewart and Hill (collectively referred to herein as the "respondents") have each submitted an Offer of Settlement 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 in which the Commission is a party, without admitting or denying the findings set forth below, except as to jurisdiction of the Commission over them and over the subject matter of these proceedings, which each of the respondents admits, the respondents consent to the entry of the findings, cease-and-desist orders and remedial sanctions set forth below. III. FACTS The Commission finds the following: A. Respondents MCT is a Minnesota corporation headquartered in St. Paul, Minnesota that designs, manufactures, markets and services automatic test equipment for the semiconductor industry. MCT conducted an initial public offering ("IPO") in October 1993, during which it raised approximately $21.7 million. MCT’s common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act and is listed for trading on the NASDAQ National Market. MCT’s fiscal year ends on the last Saturday of June. Wille, age 48, is a certified public accountant who resides in Placentia, California. Wille was hired as MCT’s Chief Financial Officer in May 1993. As Chief Financial Officer ("CFO") Wille reported directly to Hill and supervised MCT’s accounting group. Wille’s employment with MCT was terminated in May 1994. Turner, age 39, is a resident of Naples, Florida. In January 1992, Turner was hired as MCT’s Vice President of Sales and Marketing. Turner was based in MCT’s San Jose sales office and supervised, among others, five regional US- based sales managers and the salespersons handling the transactions specifically described below. Turner left MCT in July 1994. Stewart, age 47, resides in Arden Hills, Minnesota. He was first hired as a staff accountant at MCT in 1984 and became its Controller in 1991. Stewart is a certified public accountant who prepared, but did not sign, certain Commission filings. Stewart left MCT in October 1994. Hill, age 50, resides in Rancho Santa Fe, California. Hill became a director and Chief Operating Officer of MCT in November 1991. Hill later became MCT’s Chairman, President and Chief Executive Officer. Hill left MCT in January 1995. B. Summary MCT engaged in improper revenue recognition and other improper accounting practices that resulted in the issuance of materially overstated financial results contained within MCT’s Form S-1 Registration Statement and first and second quarterly reports for its 1994 fiscal year, all filed with the Commission. The improper accounting practices included (a) the recording of sales revenue when, in fact, MCT products were shipped with rights of return or other terms that did not permit revenue recognition; (b) the recording of revenue upon shipment of MCT’s product without customer authorization; and (c) the failure to record and improper recording of certain expenses. These practices were not in accordance with Generally Accepted Accounting Principles ("GAAP"). The improper recording of certain sales and expenses caused MCT to overstate materially its revenue and net income. In connection with its IPO in October 1993, MCT filed a Form S-1 that materially overstated MCT’s net income for its 1993 fiscal year ended June 26, 1993, by $220,000, or 98 percent. MCT also materially overstated its net income in its Forms 10-Q, filed in connection with its first and second quarters for fiscal year 1994, the first two quarterly reports filed with the Commission after its IPO. In those two quarterly reports, MCT reported net income of $75,000 and $686,000, respectively, when it should have reported significant losses. As a result of an inquiry initiated by MCT, on April 12, 1994 the company issued a press release announcing that it would restate its financial results. Those restated financial results were filed with the Commission on September 9, 1994 and October 18, 1994. C. MCT’s Internal Controls and Books and Records were Deficient MCT’s internal controls and books and records were clearly deficient. MCT’s internal controls were deficient in that, among other things, no qualified person regularly reviewed purchase order documentation in order to determine whether the terms permitted the proper recording of revenue in conformity with GAAP. Typically, purchase order documentation was reviewed only by the sales department. MCT’s books and records were also deficient in that the transactions and expense entries discussed below were not properly recorded in conformity with GAAP. Shortly after his arrival at MCT, Hill discovered that MCT’s internal controls were weak and inadequate. After Wille was hired as CFO, Hill instructed Wille to thoroughly review MCT’s internal controls and make all appropriate changes. In response, Wille failed to comply with this directive and made no investigation of the policies and procedures by which MCT processed purchase orders, shipped product and recorded revenue. Wille also failed to act in response to certain specific accounting issues that were identified for him by his own subordinates. By November 1993, Hill recognized that Wille had not taken sufficient steps to correct MCT’s internal controls problems. In addition, in November 1993, Hill was informed by MCT’s independent auditors that Wille lacked sufficient abilities with respect to when and how certain entries should be booked in accordance with GAAP. Although Hill hired a new Chief Accounting Officer, that individual did not begin working at MCT until late January 1994. Nevertheless, Hill left Wille in charge of overseeing MCT’s accounting department and the drafting of MCT’s financial statements on Form 10-Q for the second quarter of fiscal 1994, which was signed by Hill in his capacity as President and Chief Executive Officer of MCT. As discussed above, the Form 10-Q for the second quarter of fiscal year 1994 materially overstated MCT’s revenue and net income and materially understated its expenses. D. MCT Improperly Recorded Certain Sales Transactions as Revenue The bulk of MCT’s revenue in any particular quarter was typically attributed to the sale of a relatively small number of high dollar products. As a result, the improper recording of a single purported sale could be material to the financial results of that particular period. Several of the more significant transactions that were improperly booked are described below. 1. The IMP, Inc. ("IMP") Transaction In the fourth quarter of fiscal 1993, while preparing for its IPO, MCT improperly recorded $426,000 of revenue in connection with a purported sale to IMP. The improper recording of this single transaction caused a material misstatement of MCT’s fiscal 1993 financial results. The overstatement was contained within MCT’s Form S-1 filed with the Commission and was restated in MCT’s fiscal 1994 Form 10-K filed on October 18, 1994. The terms of the IMP purchase order provided that MCT deliver a new tester system no earlier than July 1, 1993, after the close of MCT’s fourth quarter of fiscal 1993. IMP exercised an option in the purchase order further delaying delivery and extending the time within which it could cancel the order outright. As a result, at the direction of Turner, MCT offered to give IMP a right of return if it would take delivery in June so the company could recognize the revenue before year-end. Alternatively, MCT offered IMP the right to delay installation at IMP with the understanding that the system would be held or installed temporarily at MCT’s San Jose office. IMP rejected MCT’s proposals and, instead, amended the purchase order to push back the date of delivery to October 1993. Despite IMP’s refusal to accept delivery of the product, Turner created a fictitious transaction by directing shipment of the tester machine to MCT’s local sales office in San Jose under the pretense that IMP, which is located in San Jose, had accepted the system and had asked that the product be shipped to the sales office. Turner shipped the tester to MCT’s local office for the express purpose of recording the sale as revenue. Further, Turner attempted to prevent an invoice from being sent to IMP and did not want any salesperson or MCT’s accounts receivable department in St. Paul to call IMP and demand payment. He further directed his own subordinates to refrain from disclosing to IMP, whose employees often visited the San Jose office, that MCT considered the system as having been purchased by IMP. Turner told the accounts receivable department that Wille had the invoice and to "leave it alone," and indeed, Wille held the invoice for a period of time.[2] 2. The ISE Labs, Inc. ("ISE") Transactions In the first quarter of fiscal 1994, MCT improperly recorded $1,372,000 of revenue in connection with two purported sales to ISE. The recording of the revenue related to both purported sales was not in conformity with GAAP because the purchase order contained a right of return and was therefore contingent. In addition to the presence of a right of return, the second purported sale was a sham orchestrated by Turner. On August 20, 1993, ISE issued a purchase order for three tester systems. The purchase order provided that ISE could, based on its "sole discretion," return the first system and void the purchase order within a six-month period. The existence of this conditional term, in and of itself, was sufficient to preclude the recognition of revenue at the time of delivery. MCT’s management was nevertheless eager to record additional revenue in connection with its upcoming IPO. As a result, Turner proposed sending, before the close of the quarter ended September 25, 1993, a different tester system to ISE in lieu of the testers agreed upon in the purchase order. In August, ISE agreed to accept conditional delivery of an older model pending delivery of the newer model that was ordered. The recording of this delivery as revenue was improper due to the right of return provision discussed above. Also during the first quarter, MCT requested that ISE accept the delivery of a second older model tester. In connection with this request, Turner spoke with ISE’s President, and told him "we’re going to go ahead and ship this to you, we’re going to issue an invoice, but just don’t pay it." ISE refused the offer and never agreed to purchase or receive shipment of this second system. Nevertheless, Turner engaged in a fiction by recharacterizing a demo tester sitting in MCT’s San Jose sales office as the second tester system purportedly purchased by ISE. An internal MCT memo, distributed to Wille, states that ISE had been shipped this system with the notation: "Do not call [ISE] per Turner." As a result of this scheme, MCT improperly recorded revenue with respect to a second system that was not purchased by ISE. 3. The Comdisco Electronics Group ("Comdisco") Transaction In the second quarter of fiscal 1994, MCT improperly recognized $1,153,000 in revenue and net profits of $562,000 in connection with a single purported sale of 14 MCT handler systems to Comdisco. This sale was contingent in nature and should not have been recorded as revenue. The transaction called for MCT to deliver to Comdisco 14 MCT handler systems with the understanding that Comdisco would be reselling or leasing the handlers to third parties. Comdisco was not required to pay the full purchase price for each handler until it was resold or leased to a third party. The purchase agreement also gave Comdisco an explicit right to return every handler that was not resold or leased within six months. Indeed, the agreement provided that MCT would retain title of each system after delivery until Comdisco paid for the systems. Turner was involved in negotiating the December 1993 contract with Comdisco. During the negotiations, Turner made it clear to Comdisco that MCT wanted to book the transaction as revenue during the quarter ended December 25, 1993. Comdisco personnel expressly told Turner that the terms of the contract would not permit MCT to record revenue on the deal. Wille was provided with copies of the Comdisco contract. In late December 1993, Stewart specifically told Wille that he was concerned that the Comdisco transaction could not be recorded as revenue because of the right of return provision. Wille responded by stating that he would change the terms so that the transaction would qualify for revenue recognition. However, Wille failed to take any action and allowed the transaction to be recorded as revenue. Stewart was responsible for the preparation of MCT’s Form 10-Q, including the financial statements for the second quarter of fiscal 1994, when he knew or should have known that Wille did nothing to correct the problem with the Comdisco deal. He failed to express concerns about Comdisco to MCT’s independent auditors despite having significant contact with the auditors during the auditors’ limited quarterly review of MCT’s second quarter Form 10-Q. In March 1994, after the transaction was booked as revenue and the second quarter Form 10-Q was filed with the Commission, MCT’s auditors were informed by MCT that there was a right of return and told MCT that the transaction would need to be restated. As part of an effort to head off a reversal or restatement of the Comdisco revenue, Turner contacted Comdisco and asked that Comdisco agree to amend the contract to delete any express references to the right of return provision. In exchange, Turner offered to maintain the term in the form of a side letter. Comdisco refused to accept Turner’s offer. 4. The Xilinx, Inc. ("Xilinx") Transaction In the second quarter of fiscal 1994, MCT improperly recorded $1,296,000 in revenue associated with a purported sale to Xilinx. The recording of this sale was not in conformity with GAAP because, as of the time it accepted delivery, Xilinx had not committed to purchase the equipment and the parties had not agreed upon the material terms of the purported purchase agreement. In December 1993, MCT persuaded Xilinx to accept delivery of an MCT tester system with the express understanding that Xilinx had not yet made the decision to purchase the tester and that no purchase order would be issued at that time. Indeed, Turner signed an agreement with Xilinx stating that "[B]oth parties understand that it may take until October, 1994 to complete acceptance of this tester," and that "Xilinx may return the [tester] if the tester is found unsatisfactory for any reason whatsoever." [emphasis in original]. Under these circumstances, the Xilinx transaction was, at best, a conditional sale that should not have been recorded as revenue. Further, Turner did not pass on to MCT headquarters a copy of the agreement he signed. Instead, personnel at the San Jose office, under Turner’s supervision, created and sent to headquarters a pre-order form that did not reflect the conditional nature of the purported sale. Turner knew that MCT’s internal controls were such that the transmission of a pre-order form would cause the equipment to be shipped, and thus, revenue would be improperly recognized. E. MCT’s Failure to Record, and Improper Recording of Expenses In addition to the improper recognition of revenue, MCT’s Forms 10-Q for the first and second quarters of fiscal 1994 were false and misleading due to the company’s failure to record, and the improper recording of, certain expenses. MCT’s failure to properly record certain expenses caused it to materially overstate net income during those quarters. For the first quarter of fiscal 1994, operating expenses and interest expenses were understated by approximately $123,000 and $246,000, respectively. For the second quarter of fiscal 1994, interest expense was overstated by approximately $222,000 and operating expenses were understated by approximately $990,000. Wille was directly responsible for a material amount of these improper expense entries. In December 1993, Wille specifically directed Stewart, who was responsible for drafting MCT’s Form 10-Q, to record a material amount of executive bonuses such that it only affected the balance sheet when Wille knew that GAAP required the bonuses to be expensed. Stewart also knew that this entry was a departure from GAAP but nevertheless complied with the request. Wille also directed the improper recording of a material amount of legal fees as a prepaid asset instead of as an expense. IV. LEGAL DISCUSSION A. MCT’s Violations Based on the facts described above, MCT committed violations of Section 13(a) and Rules 13a-13 and 12b-20 of the Exchange Act by filing quarterly reports that contained materially false and misleading financial statements. MCT also committed violations of Section 13(b)(2)(A) of the Exchange Act by maintaining false and misleading books, records and accounts that improperly recorded revenue and did not reflect the correct reporting of expenses. MCT committed violations of Section 13(b)(2)(B) of the Exchange Act, the internal controls provision, by failing to implement procedures designed to provide reasonable assurances that revenue and expenses were recognized in conformity with GAAP. B. Wille’s Violations Based on the facts described above, Wille willfully committed violations of Section 17(a) of the Securities Act and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder. As CFO, Wille reviewed and signed MCT’s Registration Statement and Forms 10-Q filed with the Commission at a time when he knew, or was reckless in not knowing, that those financial statements were materially misstated. Wille specifically knew that certain sales transactions and expenses were improperly booked. For example, with respect to the $1.2 million Comdisco transaction, Wille knew of the existence of the right of return and knew it should not have been recorded as revenue. Wille told Stewart that he would take care of the problem but did nothing and then signed the second quarter Form 10-Q for fiscal year 1994. In connection with the IMP transaction, Wille improperly withheld the MCT invoice for a certain period of time so as not to alert IMP of the transaction. Wille also knew of, and in at least two instances directed, the improper recording of expenses. He directed Stewart to record a bonus in a manner that was a departure from GAAP. Wille was responsible for MCT’s improper recording of legal fees as a prepaid asset instead of as an expense. Further, upon becoming MCT’s CFO, Wille did not comply with Hill’s instructions to review and correct any deficiencies in MCT’s internal controls processes. He made no investigation of the policies and procedures by which MCT processed purchase orders, shipped product and recorded revenue. As the CFO and signer of the Form S-1 Registration Statement and Forms 10-Q, Wille had a duty to take steps sufficient to satisfy himself that there was a reasonable basis for the entries recorded in MCT’s periodic reports. Wille also had a responsibility to take sufficient steps to insure that MCT’s books, records and accounts were accurate. Wille failed to exercise that duty in both respects. Finally, based on the facts described above, Wille engaged in improper professional conduct by willfully, and at times, recklessly recording certain transactions in a manner that was inconsistent with GAAP when he knew the accounting treatment to be improper. C. Turner’s Violations Based on the facts described above, Turner committed violations of Section 17(a) of the Securities Act and Sections 10(b) and 13(b)(5)of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder. With regard to the IMP deal, Turner created a sham transaction by shipping a tester to MCT’s San Jose office without authorization from IMP. Turner knew that the revenue associated with the IMP transaction would be included in MCT’s Form S-1. In connection with one of the improperly recorded sales to ISE, Turner engaged in a fiction by recharacterizing the demo machine sitting in MCT’s San Jose office as a tester system purportedly purchased by ISE. In connection with the other ISE sale, and also the Comdisco transaction, Turner was involved in negotiating a contract that included a right of return -- a term that he, as MCT’s Vice President of Sales and Marketing, knew, or was reckless in not knowing, would have precluded the recording of revenue. Finally, Turner withheld a contingent agreement he signed with Xilinx, in order to have revenue recorded on equipment he knew was only being evaluated by Xilinx. D. Stewart’s Violations Based on the facts described above, Stewart committed violations of Exchange Act Rule 13b2-1 and caused MCT’s violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 13a-13 and 12b-20 thereunder. As Controller, Stewart prepared MCT’s second quarter fiscal 1994 financial statements filed with the Commission on Form 10-Q at a time when he knew, or should have known that those financial statements were materially false and misleading. Stewart knew that the Comdisco transaction contained a right of return and could not be recorded as revenue. Stewart warned Wille of that fact but failed to follow up on the matter even though he was responsible for preparing MCT’s Form 10-Q. Stewart could not have reasonably relied on Wille’s assurances as Stewart had already been put on notice that Wille was capable of directing the improper booking of an entry and was withholding invoices for legal fees that needed to be expensed. Stewart also committed violations of Rule 13b2-1 by intentionally making, at the direction of Wille, a false entry in MCT’s books and records relating to the bonus payment. E. Hill’s Violations Hill bears responsibility for MCT’s materially false and misleading financial statements. As discussed above, Hill was aware that MCT’s internal controls were inadequate. In fact, Hill hired Wille as CFO with the mandate to improve those internal controls. However, Wille took no action. Further, Hill was put on notice in November 1993 by MCT’s independent auditors that the auditors considered Wille to lack sufficient technical expertise with respect to knowing whether something should be recorded. Despite the knowledge that MCT’s CFO lacked sufficient technical expertise, Hill signed MCT’s financial statements prepared by the accounting department under Wille’s supervision. Hill’s failure to remove Wille from any of his accounting responsibilities, and his failure to take corrective steps with regard to MCT’s books and records and internal controls problems were a cause of MCT’s violations of Section 13(b)(2)(A) and (B) of the Exchange Act. F. Disgorgement of Bonuses In November 1993, Wille and Turner each received bonuses relating to the successful completion of MCT’s IPO, which was facilitated by the improper booking of revenue, as discussed above. Wille received a bonus of $30,000 and Turner received a bonus of $45,000. Wille and Turner have each submitted sworn statements of financial condition and other evidence and have each asserted their financial inability to disgorge the entire bonus amounts plus prejudgment interest. The Commission has reviewed the sworn financial statements and other evidence provided by Wille and Turner, respectively, and has determined that each has sufficient resources to disgorge $20,000 of their respective bonuses. V. FINDINGS Based on the above, the Commission finds that (1) MCT committed violations of Sections 13(a) and 13(b)(2)(A) and (B) of the Exchange Act, and Rules 13a-13 and 12b-20 thereunder; (2) Wille willfully committed violations of Section 17(a) of the Securities Act and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder; (3) Turner committed violations of Section 17(a) of the Securities Act and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder; (4) Stewart committed violations of Rule 13b2-1 of the Exchange Act and caused violations of Sections 13(a), 13(b)(2)(A) and (B) of the Exchange Act and Rules 13a-13 and 12b-20 thereunder; and (5) Hill caused MCT’s violations of Sections 13(b)(2)(A) and (B) of the Exchange Act. VI. Based on the above, the Commission deems it appropriate and in the public interest to accept the respondents’ Offers of Settlement and impose the sanctions specified therein. Accordingly, IT IS HEREBY ORDERED: A. Pursuant to Section 21C of the Exchange Act, MCT Cease and Desist from committing or causing any violation and any future violation of Sections 13(a), 13(b)(2)(A) and (B) of the Exchange Act and Rules 13a-13 and 12b-20 thereunder; B Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, Wille Cease and Desist from committing or causing any violation and any future violation of Section 17(a) of the Securities Act and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder; C. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, Turner Cease and Desist from committing or causing any violation and any future violation of Section 17(a) of the Securities Act and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder; D. Pursuant to Section 21C of the Exchange Act, Stewart Cease and Desist from committing or causing any violation and any future violation of Rule 13b2-1 of the Exchange Act and from causing any violation and any future violation of Sections 13(a), 13(b)(2)(A) and (B) of the Exchange Act and Rules 13a-13 and 12b-20 thereunder; and E. Pursuant to Section 21C of the Exchange Act, Hill Cease and Desist from causing any violation and any future violation of Sections 13(b)(2)(A) and (B) of the Exchange Act. VII. Based on the above, the Commission also deems it appropriate, based upon its acceptance of Wille’s Offer of Settlement, to impose the additional sanctions specified therein. Accordingly, IT IS FURTHER ORDERED, pursuant to Rule 102(e)(1)(ii) and (iii) of the Commission’s Rules of Practice, that effective immediately: A. Wille is denied the privilege of appearing or practicing before the Commission as an accountant. B. After three (3) years from the date of this Order, Wille may apply to the Commission by submitting an application to the Office of the Chief Accountant which requests that he be permitted to resume appearing or practicing before the Commission as: 1. a preparer or reviewer, or a person responsible for the preparation or review, of financial statements of a public company to be filed with the Commission upon submission of an application satisfactory to the Commission in which Wille undertakes that, in his practice before the Commission, his work will be reviewed by the independent audit committee of the company for which he works or in some other manner acceptable to the Commission; 2. an independent accountant upon submission of an application containing a showing satisfactory to the Commission that: a. Wille, or any firm with which he is or becomes associated in any capacity, is and will remain a member of the SEC Practice Section of the American Institute of Certified Public Accountants Division for CPA Firms ("SEC Practice Section") as long as he appears or practices before the Commission as an independent accountant; b. Wille or the firm has received an unqualified report relating to his or the firm’s most recent peer review conducted in accordance with the guidelines adopted by the SEC Practice Section; and c. Wille will comply with all applicable SEC Practice Section requirements, including all requirements for periodic peer reviews, concurring partner reviews, and continuing professional education, as long as he appears or practices before the Commission as an independent accountant. 3. The Commission’s review of any request or application by Wille to resume appearing or practicing before the Commission may include consideration of, in addition to the matters referenced above, any other matters relating to Wille’s character, integrity, professional conduct, or qualifications to appear or practice before the Commission. VIII. IT IS FURTHER ORDERED that: A. Wille pay disgorgement of $30,000, plus prejudgment interest, but that payment of all but $20,000 of that amount be waived based upon Wille’s demonstrated inability to pay; B. Wille shall pay the aforesaid $20,000 to the United States Treasury. Wille shall pay one-half of this amount, $10,000, within ten (10) days of the entry of this Order. Wille shall pay the remaining balance, $10,000, within ninety (90) days of the entry of this Order. Such payment shall be: (1) made by United States postal money order, certified check, bank cashier’s check or bank money order; (2) made payable to the U.S. Securities and Exchange Commission; (3) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, Alexandria, VA, 22312; (4) submitted under cover letter that identifies Wille as a Respondent in these proceedings, the file number of these proceedings, a copy of which cover letter and money order or check shall be sent to Glenn S. Gentry, Branch Chief, Division of Enforcement, U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Stop 7-2, Washington, D.C. 20549; and C. The Division of Enforcement may, at any time following the entry of this Order, petition the Commission to: (1) reopen this matter to consider whether Wille provided accurate and complete financial information at the time such representations were made; and (2) seek any additional remedies that the Commission would be authorized to impose in this proceeding if his offer of settlement had not been accepted. No other issues shall be considered in connection with such petition other than whether the financial information provided by Wille was fraudulent, misleading, inaccurate or incomplete in any material respect and whether any additional remedies should be imposed. Wille may not, by way of defense to any such petition, contest the findings in this Order or the Commission’s authority to impose any additional remedies that were available in the original proceeding. IX. IT IS FURTHER ORDERED that: A. Turner pay disgorgement of $45,000, plus prejudgment interest, but that payment of all but $20,000 of that amount be waived based upon Turner’s demonstrated inability to pay; B. Turner shall pay the aforesaid $20,000 to the United States Treasury. Turner shall pay one-half of this amount, $10,000, within ten (10) days of the entry of this Order. Turner shall pay the remaining balance, $10,000, within ninety (90) days of the entry of this Order. Such payments shall be: (1) made by United States postal money order, certified check, bank cashier’s check or bank money order; (2) made payable to the U.S. Securities and Exchange Commission; (3) hand-delivered or mailed to the Comptroller, U.S. Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, Alexandria, VA, 22312; (4) submitted under cover letter that identifies Turner as a Respondent in these proceedings, the file number of these proceedings, a copy of which cover letter and money order or check shall be sent to Glenn S. Gentry, Branch Chief, Division of Enforcement, U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Stop 7-2, Washington, D.C. 20549; and C. The Division of Enforcement may, at any time following the entry of this Order, petition the Commission to: (1) reopen this matter to consider whether Turner provided accurate and complete financial information at the time such representations were made; and (2) seek any additional remedies that the Commission would be authorized to impose in this proceeding if Turner’s offer of settlement had not been accepted. No other issues shall be considered in connection with such petition other than whether the financial information provided by Turner was fraudulent, misleading, inaccurate or incomplete in any material respect and whether any additional remedies should be imposed. Turner may not, by way of defense to any such petition, contest the findings in this Order or the Commission’s authority to impose any additional remedies that were available in the original proceeding. By the Commission. Jonathan G. Katz Secretary **FOOTNOTES** [1]: Rule 102(e) of the Commission’s Rules of Practice provides, in pertinent part that "The Commission may censure a person or deny, temporarily or permanently, the privilege of appearing or practicing before it in any way to any person who is found by the Commission after notice and opportunity for hearing in the matter . . . (ii) to be lacking in character or integrity or to have engaged in unethical or improper professional conduct; or (iii) to have willfully violated, or willfully aided and abetted the violation of any provision of the Federal securities laws or the rules and regulations thereunder." [2]: While the tester remained at MCT’s San Jose office, Turner was concerned that MCT’s auditors would discover the machine. As a result, Turner sought to ensure that the auditors would not visit without advance notice and that plans were in place to cover-up the fact that the machine was there. 1