==========================================START OF PAGE 1====== UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 34-37354 / June 24, 1996 ADMINISTRATIVE PROCEEDING File No. 3-9030 : : In the Matter of : ORDER INSTITUTING CEASE- : AND-DESIST PROCEEDINGS RICHARD D. PROPPER : PURSUANT TO SECTION 21C : OF THE SECURITIES Respondent. : EXCHANGE ACT OF 1934 : AND FINDINGS AND ORDER : OF THE COMMISSION : : I. The Commission deems it appropriate and in the public interest that public administrative proceedings be, and they hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") to determine whether Richard D. Propper ("Propper") did not comply with Sections 13(d), 13(g) and 16(a) of the Exchange Act, and Rules 13d-1, 13d- 2, 16a-2, 16a-3 and former Rule 16a-1 promulgated thereunder. II. In anticipation of the institution of these administrative proceedings, Propper has submitted an Offer of Settlement 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, the Respondent, without admitting or denying the matters set forth herein, consents to the issuance of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Findings and Order of the Commission ("the Order"), and to the entry of the findings, and ==========================================START OF PAGE 2====== imposition of the remedial sanctions set forth below. -[1]- III. On the basis of this Order and the Respondent's Offer of Settlement, the Commission finds the following: -[2]- A. FACTS 1. Respondent Richard Propper, age 49, a resident of Punta Gorda, Florida, has been at all relevant times until his resignation on or about April 5, 1993, a general partner of MMP and MMPII, and as such was an indirect beneficial owner of the equity securities beneficially owned by MMV and MMVII. Propper was a director of Advanced Medical, Inc. from September 1988, Chairman of the Board from December 1988 and its Chief Executive Officer from March 1989, and Chairman of the Board of IMED Corporation ("IMED"), a subsidiary of Advanced Medical, from June 1991 until his resignation in April 1993. Propper was a director of Applied Immune Sciences, Inc. from 1984 through April 1993, and a former director of Medstone International, Inc. and Somatix Therapy Corporation. 2. Issuers a. Advanced Medical, Inc. Advanced Medical, Inc. (formerly known as Advanced Medical Technologies, Inc.), is incorporated in Delaware with its principal offices in San Diego, California. Advanced Medical ---------FOOTNOTES---------- -[1]- In a related matter, MMV, MMVII, MMP, and MMPII consented, without admitting or denying the allegations, to a Commission Order that they cease and desist from violating Sections 13(d), 13(g), and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 thereunder, In the Matter of Montgomery Medical Ventures, L.P., et al., Admin. Pro. No. 3-9028, and consented, without admitting or denying the allegations, to a final judgment ordering them to pay civil penalties of $15,000 each, SEC v. Montgomery Medical Ventures, L.P., et al., Civil Action No. 96-1444 (JHG) (D.D.C. 1996). -[2]- The findings herein are made pursuant to Propper's Offer of Settlement and are not binding on any other person or entity named as a respondent or defendant in this or any other proceeding. ==========================================START OF PAGE 3====== through its major operating subsidiary, IMED Corporation, is engaged in the development and manufacturing of infusion systems and related technologies for the health care industry. According to Advanced Medical's most recent Annual Report on Form 10-K for its fiscal year ended December 31, 1994, it had total assets of over $132.1 million and a deficit of stockholders' equity of over $2.2 million. As of March 30, 1995, Advanced Medical had 14,069,861 shares of common stock outstanding. Advanced Medical reported net income of $5,677,000 or $.34 per share for its 1994 fiscal year. Advanced Medical's common stock has been registered with the Commission pursuant to Section 12(b) of the Exchange Act since March 27, 1989, and is traded on the American Stock Exchange. b. Applied Immune Sciences, Inc. Applied Immune Sciences, Inc. is incorporated in Delaware with its principal executive offices in Santa Clara, California. Applied Immune is engaged in the development of therapeutic devices and related cell processing center services for the treatment of diseases. According to Applied Immune's most recent Annual Report on Form 10-K for its fiscal year ended December 31, 1994, Applied Immune had total assets of approximately $36.2 million and stockholders' equity of approximately $29,100,000. As of March 16, 1995, Applied Immune had 12,487,218 shares of common stock outstanding. Applied Immune reported a net loss of over $31.1 million, or $2.71 per share for its 1994 fiscal year. Applied Immune's common stock has been registered with the Commission pursuant to Section 12(b) of the Exchange Act since May 2, 1991, and is traded on NASDAQ. c. Finet Holdings Corporation Finet Holdings Corporation (formerly known as William & Clarissa, Inc.), is incorporated in Delaware with its principal executive offices in San Francisco, California. Finet is the holding company for Finet Corporation, a mortgage brokerage company. According to Finet's most recent Annual Report on Form 10-K for its fiscal year ended December 31, 1994, it had total assets of approximately $4 million and stockholders' equity of approximately $3 million. As of March 30, 1995, Finet had 7,154,031 shares of common stock outstanding. Finet reported a net loss from continuing operations of over $2.7 million or $.70 per share for its 1994 fiscal year. Finet's common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since November 14, 1989. According to its filings with the Commission, during 1992 through parts of 1994, ==========================================START OF PAGE 4====== there was no established public trading market for Finet's common stock and its shares were either unpriced or periodically quoted in the pink sheets. Periodic trades occurred during 1994 and to date through 1995 in the over-the-counter market. d. Innerdyne, Inc. Innerdyne, Inc. (formerly known as Cardiopulmonics, Inc.), is incorporated in Delaware with its principal executive offices in Sunnyvale, California. Innerdyne is engaged in the business of developing, manufacturing and marketing pulmonary and cardiopulmonary products. According to Innerdyne's most recent Annual Report on Form 10-KSB for its fiscal year ended December 31, 1994, it had total assets of over $7.8 million and stockholders' equity of over $6.2 million. As of December 31, 1994, Innerdyne had 16,616,302 shares of common stock outstanding. Innerdyne reported a net loss of over $9.9 million or $.61 per share for its 1994 fiscal year. Innerdyne's common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since February 2, 1992, and is traded on NASDAQ. e. Medstone International, Inc. Medstone International, Inc. (formerly known as Cytocare, Inc.), is incorporated in Delaware with its principal executive offices in Aliso Viejo, California. Medstone develops, manufactures, markets and services medical devices and therapeutic procedures primarily to treat urologic diseases. According to Medstone's most recent Annual Report on Form 10-K for its fiscal year ended December 31, 1994, it had total assets of over $22.2 million and stockholders' equity of over $19.4 million. As of March 9, 1995, Medstone had 5,177,133 shares of common stock outstanding. Medstone reported net income of over $4.3 million or $.82 per share for its 1994 fiscal year. Medstone's common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since June 2, 1988. Medstone's common stock is traded on NASDAQ. f. Pharmasciences, Inc. Pharmasciences (formerly known as Himedics, Inc.), is incorporated in Florida with its principal offices in Hollywood, Florida. Pharmasciences is a development stage company engaged in the development of pharmaceutical products based upon a drug- delivery system. According to Pharmasciences' most recent Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1992, it had total assets of $685,620 and a deficit of stockholders' equity of ==========================================START OF PAGE 5====== over $2.5 million. As of October 14, 1992, Pharmasciences had 7,819,277 shares of common stock outstanding. Pharmasciences had reported no revenues and a net loss of over $886,000 or $.11 per share for its fiscal nine months ended September 30, 1992. Pharmasciences common stock was registered with the Commission pursuant to Section 12(g) of the Exchange Act on August 29, 1989. Pharmasciences' Units, Common Stock and Redeemable Class A Warrants were traded from February 1989 to April 1991, when they were delisted for failure to meet listing requirements. There has been no established trading market for Pharmasciences' securities since April 1991. According to a report on Form 8-K filed by Pharmasciences on December 6, 1993, Pharmasciences defaulted on its loan and security agreement with MMV and other institutional lenders, resulting in a transfer of its assets to its secured lenders. g. Somatix Therapy Corporation Somatix Therapy Corporation (formerly known as Hana Biologics, Inc.), is incorporated in Delaware with its principal offices in Alameda, California. Somatix is engaged in the development of gene therapy approaches to the treatment of diseases. According to Somatix's most recent Annual Report on Form 10- K for its fiscal year ended June 30, 1995, it had total assets of over $19.1 million and stockholders' equity of over $10.4 million. As of September 18, 1995, Somatix had 22,679,996 shares of common stock outstanding. Somatix reported a net loss of over $39 million or $2.34 per share for its 1995 fiscal year. Somatix's common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since July 21, 1986, and is traded on NASDAQ. h. Tokos Medical Corporation Tokos Medical Corporation (formerly known as Tokos Parent Corporation), is incorporated in Delaware with its principal offices in Santa Ana, California. Tokos provides specialized home health care services to pregnant women and their physicians. According to Tokos' most recent Annual Report on Form 10-K for its fiscal year ended December 31, 1994, it had total assets of over $60.4 million and stockholders' equity of over $42.2 million. As of March 20, 1995, Tokos had 17,454,243 shares of common stock outstanding. Tokos reported a net loss of over $5.9 million or $.34 per share for its 1994 fiscal year. Tokos' common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since April 13, 1990, and is traded on NASDAQ. B. APPLICABLE LAW ==========================================START OF PAGE 6====== Section 13(g) of the Exchange Act and Rule 13d-1(c) thereunder, in relevant part, require any person who, as of December 31, 1978 or as of the end of any calendar year thereafter, beneficially owns more than 5 percent of any equity security of a company registered pursuant to Section 12 of the Exchange Act, and who is not otherwise required to file a Schedule 13D, to file a Schedule 13G with the Commission within 45 days of the end of the calendar year in which the obligation arises. Rule 13d-2(b) provides that yearly amendments shall be filed to Schedule 13G reporting changes in the information previously reported. Section 13(d) of the Exchange Act and Rule 13d-1 thereunder, in relevant part, provide that any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a company registered pursuant to Section 12 of the Exchange Act, is directly or indirectly the beneficial owner of more than 5 percent of such security, shall, within 10 days after such acquisition, file a Schedule 13D with the Commission and the appropriate Exchange. Rule 13d-2(a) requires that amendments to Schedule 13D be promptly filed if any material change to the facts set forth in the Schedule 13D occurs. A change of one percent or more in the reporting person's beneficial ownership of the specified securities is deemed material for the purposes of Rule 13d-2(a). Section 16(a) of the Exchange Act -[3]- requires that beneficial owners of more than ten percent of any class of any equity security registered pursuant to Section 12 of the Exchange Act and the officers and directors of the issuer of any such security (hereinafter "insider") file a statement with the Commission by the effective date of a registration statement filed pursuant to Section 12 of the Exchange Act, or within ten days of becoming such officer, director or beneficial owner, reporting the amount of all equity securities of such issuer of which they are a beneficial owner. Section 16(a) also requires an insider to file with the Commission within ten days after the close of each calendar month, if there has been a change in the ---------FOOTNOTES---------- -[3]- Until May 1, 1991, the statutory filing requirements under Section 16 of the Exchange Act were implemented by Rule 16a-1. On January 10, 1991, the Commission adopted a comprehensive revision of the rules under Section 16 which became effective on May 1, 1991. See Rel. 34-28869, 56 Fed. Reg. 7242 (Feb. 21, 1991). Among other things, these amendments place the implementation of the former Rule 16a-1 filing requirements in new Rules 16a-2 and 16a-3. Accordingly, this Order, at paragraph VI below, orders that Respondent cease and desist from violating Rules 16a-2 and 16a-3. ==========================================START OF PAGE 7====== insider's ownership of the issuer's equity securities during such month, a statement indicating such changes. The rules enacted pursuant to Section 16(a) provide that an initial statement by an insider is to be made on a Form 3 and subsequent statements of changes in beneficial ownership are to be made on a Form 4 or a Form 5. C. RESPONDENT'S VIOLATIONS OF SECTIONS 13(d), 13(g) AND 16(a) AND THE RULES THEREUNDER Propper failed for periods ranging from two weeks to more than two years and three months to file nine Forms 3 and amendments thereto, reporting his holdings of seven different issuers, and failed for periods ranging from one week to four years and four months to file thirty-five Forms 4. The combined value of Propper's stock transactions in late Form 4 filings is approximately $1.4 million. MMP and MMPII, the general partners of MMV and MMVII respectively, were beneficial owners of the securities held by MMV and MMVII. Propper, as a general partner of MMP and MMPII, was also a beneficial owner of such shares, and was obligated to file required reports and schedules with respect to holdings and transactions in the securities beneficially owned by MMV and MMVII. MMV, MMVII, MMP, and MMPII did not timely file for periods ranging from more than two weeks to more than seven months four Schedules 13D and 13G, and did not timely file for periods ranging from one week to more than four years and eight months thirteen amendments thereto, reporting acquisition or ownership, and changes thereto, in the securities of six different issuers. The history of delinquency, compiled from the ownership reports filed with the Commission by Propper and the MMV entities and their general partners, is set forth below: ==========================================START OF PAGE 8====== RICHARD D. PROPPER Forms 3 and 4 Advanced Medical, Inc. (formerly Advanced Medical Technologies, Inc.) March 27, 1989 through May 20, 1992 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 03-89 Form 3 03-27-89 1w C/S 2,686,320 04-06-89 10%Cum. 220,110 PfdStk Forms 4 11-89 C/S 3,018,210 12-11-89 1y5m1w Amend. PfdStk 131,500 05-20-92 08-90 C/S 3,640,556 08-10-90 1y9m1w Amend. 05-20-92 09-90 Buy 2,000 8.88 17,760 10-10-90 1w 1,000 7.38 7,380 10-19-90 1,000 7.50 7,500 32,640 09-90 C/S 3,646,056 10-10-90 1y7m1w Amend. 05-20-92 11-90 Buy 400 7.50 3,000 12-10-90 1m 01-08-91 11-90 Buy 500 7.63 3,815 12-10-90 1y5m1w Amend. 300 7.63 2,289 05-20-92 6,104 B/O C/S 3,647,256 12-90 Buy 200 7.25 1,450 01-10-91 1y4m1w Amend. 05-20-92 ==========================================START OF PAGE 9====== Advanced Medical, Inc. (formerly Advanced Medical Technologies, Inc.) 01-91 Buy 500 7.50 3,750 02-11-91 3w 300 7.25 2,175 03-08-91 200 7.50 1,500 500 7.63 3,815 11,240 01-91 Buy 200 7.63 1,526 02-11-91 1y3m1w Amend. 05-20-92 02-91 Buy 600 9.75 5,850 03-11-91 3w Amend. 04-10-91 03-91 C/S 3,744,256 04-10-91 1y1m1w Amend. 05-20-92 07-91 C/S 3,747,556 08-12-91 9m1w Amend. 05-20-92 08-91 C/S 3,748,056 09-10-91 8m1w Amend. 05-20-92 09-91 C/S 3,677,656 10-10-91 1m 11-07-91 Amend. C/S 3,704,656 10-10-91 7m1w 05-20-92 10-91 C/S 3,632,456 11-12-91 6m1w 05-20-92 11-91 Buy 1,000 17.63 17,630 12-10-91 1m 01-10-92 Amend. 1,000 18.75 18,750 12-10-91 5m1w 05-20-92 12-91 Buy 200 15.13 3,026 01-10-92 4m1w Amend. 05-20-92 02-92 Buy 500 12.00 6,000 03-10-92 2m1w Amend. 05-20-92 Total value late reported transactions: $ 107,216 * = Price per share rounded off C/S = Common stock PfdStk = Preferred stock ==========================================START OF PAGE 10====== Applied Immune Sciences, Inc. May 2, 1991 through March 1, 1993 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late Forms 3 05-91 Form 3 537,833 05-02-91 9m2w Amend. 02-14-92 Forms 4,5 09-91 Buy 1,000 19.75 19,750 10-10-91 1y4m2w 03-01-93 10-91 Buy 100 19.00 1,900 12-10-91 1y2m2w 03-01-93 11-91 Buy 200 24.25 4,850 12-10-91 1y2m2w 200 27.00 5,400 03-01-93 200 27.00 5,400 15,650 11-91 Disp by 100 N/R N/R 02-14-92 1y2w Gift 03-01-93 12-91 Sale 400 23.00 9,200 01-10-92 1y1m2w 200 23.00 4,600 03-01-93 13,800 01-92 Sale 100 26.00 2,600 02-10-92 1y2w 03-01-93 Total value late reported transactions: $ 53,700 * = Price per share rounded off ==========================================START OF PAGE 11====== Finet Holdings Corporation (formerly William & Clarissa, Inc.) November 14, 1989 through April 9, 1993 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late Forms 3 11-89 C/S 1,067,815 11-14-89 1y6m ConvDeb 597,000 05-10-91 WTS 900,000 11-89 Form 3 386,210 11-14-89 2y3m Amend. 02-14-92 Forms 4,5 12-91 Other 100,000 N/R N/R 01-10-92 1m Acq. 02-14-92 12-91 Buy 800 1.00 800 01-10-92 1m 02-14-92 01-92 Buy 10,000 .63 6,300 02-10-92 1y1w 10,000 .75 7,500 02-16-93 13,800 06-92 Buy 35,000 5.34 186,900 07-10-92 1m 08-11-92 07-92 Buy 35,000 1.00 35,000 08-10-92 6m1w 02-16-93 01-93 Buy 10,000 .63 6,300 02-10-93 2m 10,000 .75 7,500 04-09-93 13,800 Total value late reported transactions: $ 250,300 * = Price per share rounded off ==========================================START OF PAGE 12====== Innerdyne, Inc. (formerly Cardiopulmonics, Inc.) February 2, 1992 through February 16, 1993 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 02-92 Form 3 1,309,524 02-02-92 5m3w 14,394 07-27-92 02-92 Form 3 1,323,340 02-02-92 1y2w Amend. 02-16-93 Medstone International, Inc. (formerly Cytocare, Inc.) June 2, 1988 through November 28, 1988 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late Form 3 06-88 C/S 850,083 06-02-88 2w WTS to 1 06-17-88 purchase up to 9,615 shrs Form 4 10-88 Sale 35,000 28.50 997,500 11-10-88 2w 11-28-88 Total value late reported transactions: $ 997,500 * = Price per share rounded off ==========================================START OF PAGE 13====== Pharmasciences, Inc. (formerly Himedics, Inc.) August 29, 1989 through February 14, 1992 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 08-89 Form 3 08-29-89 1y8m1w C/S 1,160,891 05-10-91 PFD A 413,815 PFD B 335,889 WTS A 419,754 WTS 145,864 Forms 4 09-90 Buy 435,189 N/R N/R 10-10-90 1y4m 02-14-92 12-91 Buy 868,641 .03 26,059 01-10-92 1m 02-14-92 12-91 Buy 01-10-92 1m PFD A 48,674 .03 1,460 02-14-92 PFD B 39,506 .03 1,185 WTS A 76,000 .01 760 3,405 Total value late reported transactions: $ 29,464 * = Price per share rounded off C/S = Common stock PFD = Preferred stock WTS = Warrants ==========================================START OF PAGE 14====== Somatix Therapy Corporation (formerly Hana Biologics, Inc.) December 23, 1988 through August 15, 1995 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 12-88 Form 3 12-23-88 2w Pfd A 60,000 01-06-89 WTS 1,000,020 Forms 4 03-91 Acq by 2,117 N/A N/A 04-10-91 2w distribution 04-25-91 to partners 03-91 Disp by 750,000 N/A N/A 04-10-91 2w distribution 04-25-91 to partners 03-91 Sale 2,117 5.10 10,797 04-10-91 4y4m** Not rec'd Total value of late reported transactions: $ 10,797 N/A = Not applicable * = Price per share rounded off ** = Lateness calculated through August 15, 1995 ==========================================START OF PAGE 15====== MONTGOMERY MEDICAL VENTURES, L.P., MONTGOMERY MEDICAL VENTURES II, L.P. (MONTGOMERY MEDICAL PARTNERS, L.P., MONTGOMERY MEDICAL PARTNERS II, L.P.) Schedules 13D and Amendments Advanced Medical, Inc. (formerly Advanced Medical Technologies, Inc.) May 2, 1988 through May 17, 1993 Date Date Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 06-20-89 13D Amendment Change 06-20-89** 1w Items 1-6* 07-05-89 10-31-89 13D Amendment Change 10-31-89 1w Items 3-5 11-15-89 04-02-90 13D Amendment Change 04-02-90 4m1w Items 3-6 08-13-90 07-12-90 13D Amendment Change 07-12-90 2y7m1w Items 1-5 02-24-93 03-25-93 13D Amendment Change 03-25-93 1m2w Items 2-6 05-17-93 * = Items refers to Items of Schedule 13D. ** = For the purpose of this table, the due date for amendments reflects the date the obligation to file the amendment arose. ==========================================START OF PAGE 16====== MONTGOMERY MEDICAL VENTURES, L.P. (MONTGOMERY MEDICAL PARTNERS, L.P.) Schedules 13G, 13D and Amendments Medstone International, Inc. (formerly Cytocare, Inc.) July 11, 1988 through June 14, 1991 Date Year Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 1988 13G 859,698 07-11-88 7m 02-14-89 1989 13G Amendment Change 02-14-90** 1y4m Ownership 06-14-91 1990 13G Amendment " 02-14-91 4m 06-14-91 Pharmasciences, Inc. (formerly Himedics, Inc.) January 6, 1992 through February 28, 1992 Date Date Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 12-26-91 13D 5,047,882 01-06-92 1m3w 02-28-92 ** = For the purpose of this table, the due date for amendments reflects the date the obligation to file the amendment arose. ==========================================START OF PAGE 17====== Tokos Medical Corporation (formerly Tokos Parent Corporation) November 15, 1990 through August 15, 1995 Date Date Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 11-15-90 13D Amendment 11-15-90** 4y8m3w Not rec'd 02-15-91 13D Amendment 02-15-91 4y5m3w Not rec'd ** = For the purpose of this table, the due date for amendments reflects the date the obligation to file the amendment arose. Lateness calculated through August 15, 1995. ==========================================START OF PAGE 18====== MONTGOMERY MEDICAL VENTURES II, L.P. (MONTGOMERY MEDICAL PARTNERS II) Finet Holdings Corporation (formerly William & Clarissa, Inc.) December 11, 1989 through October 13, 1992 Date Date Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 1989 13G 740,525 12-11-89 2m 02-14-90 05-31-90 13D Amendment Change 05-31-90** 1w Items 1-5* 06-14-90 11-06-91 13D Amendment Change 11-06-91 1w Items 4,5 11-19-91 09-30-92 13D Amendment Change 09-30-92 1w Items 2-7 10-13-92 Somatix Therapy Corporation (formerly Hana Biologics) December 23, 1988 through February 14, 1992 Date Date Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 12-13-88 13D 2,000,220 12-23-88 2w 01-06-89 03-14-91 13D Amendment Change 03-14-91** 10m3w Items 2, 02-14-92 4 and 5* * = Items refers to Items of Schedule 13D. ** = For the purpose of this table, the due date for amendments reflects the date the obligation to file the amendment arose. ==========================================START OF PAGE 19====== IV. FINDINGS Based on the above, the Commission finds that Propper violated Sections 13(d), 13(g) and 16(a) of the Exchange Act, and Rules 13d-1, 13d-2, 16a-2, 16a-3 and former Rule 16a-1 promulgated thereunder. V. OFFER OF SETTLEMENT Propper has submitted an Offer in this proceeding which the Commission has determined to accept. Propper, in his Offer, consents to this Order making findings, as set forth above, and ordering him to cease and desist from committing or causing any violation of, and committing or causing any future violation of, Sections 13(d), 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 thereunder. VI. ORDER Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that Propper cease and desist from committing or causing any violation of, and committing or causing any future violation of, Sections 13(d), 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder. By the Commission. Jonathan G. Katz Secretary