UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 38476 / April 4, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9287 : : ORDER INSTITUTING CEASE- In the Matter of : AND-DESIST PROCEEDINGS : PURSUANT TO SECTION 21C OF STEVEN K. CLARK, : THE SECURITIES EXCHANGE ACT : OF 1934 AND FINDINGS AND Respondent. : 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 Steven K. Clark ("Clark") has failed to comply with Section 16(a) of the Exchange Act and Rules 16a-2 and 16a-3 thereunder. II. In anticipation of the institution of these administrative proceedings, Clark ("the Respondent") 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 imposition of the remedial sanctions set forth below. III. On the basis of this Order and the Respondent's Offer of Settlement, the Commission finds the following: ==========================================START OF PAGE 2====== A. FACTS 1. Respondent Steven K. Clark, age 43, a resident of Farmington, Utah, was the Chief Financial Officer of Daw Technologies from July 1992 until September 1995. 2. Issuer Daw Technologies, a Utah corporation with its principal offices in Salt Lake City, supplies cleanrooms to the semiconductor industry. According to its Annual Report on Form 10-K for the year ended December 31, 1995, the company had total assets of over $40 million and stockholders' equity of approximately $19.4 million. As of March 26, 1996, Daw Technologies had 12,330,254 shares of common stock outstanding. Daw Technologies reported net income of $287,000 for its 1995 fiscal year. The company's common stock has been registered with the Commission pursuant to Section 12 of the Exchange Act since July 17, 1993, and is traded on Nasdaq's National Market System. B. APPLICABLE LAW Section 16(a) of the Exchange Act and the rules thereunder require 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 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. VIOLATIONS OF SECTION 16(a) OF THE EXCHANGE ACT AND THE RULES THEREUNDER Clark failed for more than two years and ten months to file an amendment to his Form 3 with the Commission reporting his holdings of Daw Technologies, failed for periods ranging from one week to more than two years and nine months to file seven Forms 4 reporting changes in his beneficial ownership of securities of Daw Technologies, and failed for periods ranging from one month ==========================================START OF PAGE 3====== and two weeks to more than two years and three months to file four Forms 5 and amendments thereto. The combined value of Clark's securities transactions reported late on Forms 4 and 5 is $2,229,240. The history of late filings, by Clark, compiled from the ownership reports and schedules he filed with the Commission, is set forth below: ==========================================START OF PAGE 4====== STEVEN K. CLARK Forms 3, 4 and 5 Daw Technologies, Inc. July 19, 1993 through May 30, 1996 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late Form 3 07-93 C/S 400,000 07-19-93 T 07-22-93 07-93 C/S 200,000 07-19-93 2y10m1w Amend. Opts. 200,000 05-30-96 Forms 4, 5 07-93 Sale 5,000 3.50 17,500 08-10- 93 2y9m2w 10,000 3.25 32,500 05-30-96 5,000 3.75 18,750 68,750 11-93 Opt 20,000 3.56 71,200 02-14- 94 1y1m2w Grant 03-31-95 12-93 Disp 4,000 3.75 15,000 02-14- 94 2y3m2w by Gift 05-30-96 FY-93 Form 5 02-14-94 2y3m2w 05-30-96 03-94 Sale 12,000 6.13 73,560 04-11-941w 04-19-94 07-94 Sale 3,000 5.13 15,390 08-10- 94 7m3w 5,000 5.25 26,250 03-31-95 15,000 5.38 80,700 1,000 5.38 5,380 127,720 ==========================================START OF PAGE 5====== 08-94 Sale 4,000 5.25 21,000 09-12- 94 6m2w 7,000 5.13 35,910 03-31-95 3,000 5.00 15,000 5,000 5.88 29,400 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 08-94 2,000 5.75 11,500 (cont.) 5,000 6.38 31,900 144,710 11-94 Opt 20,000 5.75 115,000 02-14- 95 1m2w Grant 03-31-95 12-94 Disp 6,000 5.75 34,500 02-14- 95 1m2w by Gift 03-31-95 FY-94 Form 5 02-14-95 1m2w 03-31-95 05-95 Sale 5,000 6.25 31,250 06-12-95T 5,000 6.29 31,450 06-15-95 5,000 6.50 32,500 5,000 6.71 33,550 5,000 6.75 33,750 5,000 7.15 35,750 5,000 7.25 36,250 10,000 7.38 73,800 5,000 7.31 36,550 20,000 7.25 145,000 20,000 7.13 142,600 5,000 7.13 35,650 13,000 7.62 99,060 07-95 Exer 20,000 3.56 71,200 08-10-951w of opt 08-22-95 per 16b-3 plan 07-95 Sale 20,000 9.63 192,600 08-10-951w 08-22-95 09-95 Expir 20,000 5.75 115,000 02-14- 96 3m2w of opt 05-30-96 ==========================================START OF PAGE 6====== 12-95 Exer 200,000 1.50 300,000 01-10- 96 4m2w of opt 05-30-96 12-95 Sale 200,000 4.50 900,000 01-10- 96 4m2w 05-30-96 FY-95 Form 5 02-14-96 3m2w 05-30-96 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late FY-95 Form 5 02-14-96 3m2w Amend. 05-30-96 Total value late reported transactions: $2,229,240 * = Price per share rounded off C/S = Common Stock T = Timely Opt = Option Exer of opt = Exercise of option Expir of opt = Expiration of option ==========================================START OF PAGE 7====== IV. FINDINGS Based on the above, the Commission finds that Clark violated Section 16(a) of the Exchange Act and Rules 16a-2 and 16a-3 promulgated thereunder. V. OFFER OF SETTLEMENT Clark has submitted an Offer of Settlement in this proceeding which the Commission has determined to accept. Clark, 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, Section 16(a) of the Exchange Act and Rules 16a-2 and 16a-3 promulgated thereunder. VI. ORDER Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that Clark cease and desist from committing or causing any violation of, and committing or causing any future violation of, Section 16(a) of the Exchange Act and Rules 16a-2 and 16a-3 promulgated thereunder. By the Commission. Jonathan G. Katz Secretary