UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 37270 / June 3, 1996 ACCOUNTING AND AUDITING ENFORCEMENT Release No. 788 / June 3, 1996 ADMINISTRATIVE PROCEEDING File No. 3-9018 ______________________________ : In the Matter of : ORDER INSTITUTING PUBLIC : PROCEEDINGS AND OPINION AND MARK S. TAGUE, CPA, : ORDER PURSUANT TO RULE 102(e) : OF THE COMMISSION'S RULES OF Respondent : PRACTICE ______________________________: I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and they hereby are, instituted against Mark S. Tague pursuant to paragraph (1) of Rule 102(e) of the Commission's Rules of Practice [17 C.F.R.  201.102(e)(1)]. -[1]- II. In anticipation of the institution of these proceedings, Tague has submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the Commission's findings ---------FOOTNOTES---------- -[1]- Paragraph (1) of Rule 102(e) provides, in pertinent part: (1) The Commission may . . . 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 of 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 . . . any provision of the Federal securities laws [15 U.S.C.  77a to 80b-20] or the rules and regulations thereunder. . . . ==========================================START OF PAGE 2====== contained herein, except the Commission's finding that a Final Judgment of Permanent Injunction and Other Equitable Relief has been entered against him as set forth in Paragraph III., which is admitted, Tague consents to the entry of this Order Instituting Public Proceedings and Opinion Pursuant to Rule 102(e) of the Commission's Rules of Practice. III. FINDINGS On the basis of this Order and the Offer of Settlement submitted by Tague, the Commission finds -[2]- that: A. Tague, age 41, is, and has been since about 1985, an inactive certified public accountant, registered in the state of California, and from July 1992 to October 1993 was the controller of Platinum Software Corporation ("PSC"). B. PSC is a Delaware corporation with its principal place of business in Irvine, California. PSC's common stock became registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act") in October 1992. From October 1992 through the time relevant to the allegations herein, PSC was required to file reports with the Commission pursuant to Section 13(a) of the Exchange Act. C. On May 9, 1996, the Commission filed a complaint against Tague in SEC v. Blackie, et al., Civil Action No. 96- 1059. On April 30, 1996, Tague consented to the entry of a Final Judgment of Permanent Injunction and Other Equitable Relief ("Final Judgment"), without admitting or denying the allegations in the complaint, except as to subject matter jurisdiction, which he admitted. On May 14, 1996, the United States District Court for the District of Columbia entered the Final Judgment, which permanently enjoins Tague from violating Section 17(a) of the Securities Act of 1933 ("Securities Act"), and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1 and 13b2-2 promulgated thereunder, and orders him to disgorge trading losses avoided of $210,000, plus prejudgment interest, and bonuses paid to him by PSC of $6,000, and to pay a $50,000 civil penalty pur- suant to Section 20(d)(2)(C) of the Securities Act and Section 21(d)(3)(B)(iii) of the Exchange Act. D. The Commission's complaint filed in SEC v. Blackie, et al. alleges, among other things, that from March 1993 through ---------FOOTNOTES---------- -[2]- The findings herein are made pursuant to Tague's offer of settlement and are not binding on any other person or entity named as a respondent in this or any other proceeding. ==========================================START OF PAGE 3====== January 1994, PSC's top officers, including Tague, devised and perpetrated a scheme to overstate PSC's revenues and cash receipts. In particular, the complaint alleges that in furtherance of the alleged scheme, Tague and others made or caused to be made false accounting entries to PSC's books and records that caused PSC to improperly recognize revenue on sales that were undelivered or the subject of license agreements that were unsigned, subject to cancellation or other significant uncertainty about customer acceptance, or subject to significant remaining obligations on the part of PSC. The complaint further alleges that Tague held PSC's books open for cash received after period-end. As a result, the complaint alleges, PSC reported materially inflated revenue and net income and other materially false and misleading information on its financial statements included in its Annual Report on Form 10-K for the year ended June 30, 1993, and Quarterly Reports on Form 10-Q for the third quarter of 1993 and the first quarter of 1994. The complaint also alleges that Tague participated in the preparation of each of these filings. E. Based on Paragraphs C. and D. above, Tague willfully violated certain provisions of the federal securities laws and engaged in improper professional conduct within the meaning of Rule 102(e) of the Commission's Rules of Practice. IV. ORDER IMPOSING SANCTIONS Based on the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer of Settlement submitted by Tague and accordingly, IT IS HEREBY ORDERED, effective immediately, that: 1. Tague be, and hereby is, denied the privilege of appearing or practicing before the Commission as an accountant. 2. Five years from the date of this Opinion and Order, Tague may apply to the Commission and request that he be permitted to resume appearing or practicing before the Commission as: a. a preparer or reviewer of financial statements required to be filed with the Commission or a person responsible for the preparation or review of financial statements required to be filed with the Commission provided that, in Tague's practice before the Commission, his work will be reviewed by the independent audit committee of the company or in some other manner acceptable to the staff of the Commission; ==========================================START OF PAGE 4====== b. an independent public accountant upon submission of an application to the Office of the Chief Accountant of the Commission containing a showing satisfactory to the Commission that: (i) Tague, 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"); (ii) Tague, or any firm with which he is or becomes associated, 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 (iii) Tague 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 public accountant. 3. The Commission's review of any request or application by Tague to resume appearing or practicing before the Commission may include consideration of, in addition to the matter referred to above, any other matters relating to Tague's character, integrity, professional conduct, or qualifications to appear or practice before the Commission. By the Commission. Jonathan G. Katz Secretary