UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 38666 / May 22, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9312 : In the Matter of : : ORDER INSTITUTING CEASE- HERBERT G. BROWN, : AND-DESIST PROCEEDINGS GEORGE W. COOK, : PURSUANT TO SECTION 21C OF JARED D. BROWN, AND : THE SECURITIES EXCHANGE ACT ROBERT G. BROWN, : OF 1934 AND FINDINGS AND : ORDER OF THE COMMISSION Respondents. : : 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 (a) Herbert G. Brown ("Herbert Brown") and George W. Cook ("Cook") failed to comply with Section 16(a) of the Exchange Act, and Rules 16a-2 and 16a-3 thereunder, and (b) Jared D. Brown ("Jared Brown") and Robert G. Brown ("Robert Brown") failed to comply with Sections 13(g) and 16(a) of the Exchange Act, and Rules 13d-1, 13d-2, 16a-2 and 16a-3 thereunder. II. In anticipation of the institution of these administrative proceedings, Herbert Brown, Cook, Jared Brown and Robert Brown (collectively "the Respondents") have submitted Offers 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 Respondents, without admitting or denying the matters set forth herein, consent 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 Respondents' Offers of Settlement, the Commission finds the following: A. FACTS 1. Respondents a. Herbert G. Brown Herbert Brown, age 72, was a director of Checkers Drive-In Restaurants, Inc. ("Checkers") from July 1987 through April 1996. Herbert Brown was Chairman of the Board of Directors of Checkers from February 1989 until April 1996, and Chief Executive Officer of Checkers from March 1994 until August 1994. b. George W. Cook Cook, age 64, was an officer and director of Checkers from February 1990 until June 1996. c. Jared D. Brown Jared Brown, age 37, was a director of Checkers from July 1987 until June 1996. Jared Brown was an officer of Checkers from November 1989 until September 1995. At relevant times, Jared Brown beneficially owned more than 5% of Checkers common stock. d. Robert G. Brown Robert Brown, age 35, was a director of Checkers from July 1987 through August 1991. Robert Brown was an officer of Checkers from July 1987 until November 1994. At relevant times, Robert Brown beneficially owned more than 5% of Checkers common stock. 2. ISSUER Checkers Drive-In Restaurants, Inc., a Delaware corporation with its offices in Clearwater, Florida, develops, produces, owns, operates and franchises quick-service "double drive-thru" restaurants. According to its Annual Report on Form 10-K for the year ended December 30, 1996, the company had total assets of over $136 million and stockholders' equity of over $40 million. As of March 14, 1997, Checkers had 60,540,409 shares of common stock outstanding. Checkers reported a net loss of over $46.4 million or $.90 per share for its 1996 fiscal year. Checkers common stock has been registered with the Commission pursuant to Section 12 of the Exchange Act since November 15, 1991, and is traded on Nasdaq's National Market System. B. APPLICABLE LAW Section 13(g) of the Exchange Act and Rule 13d-1(c) thereunder, ======END OF PAGE 2====== 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 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 13(g) OF THE EXCHANGE ACT AND THE RULES THEREUNDER Jared Brown and Robert Brown did not timely file for two weeks and two months and one week two amendments to their Schedules 13G reporting changes in the information contained in Schedule 13G. D. VIOLATIONS OF SECTION 16(a) OF THE EXCHANGE ACT AND THE RULES THEREUNDER Herbert Brown did not timely file for three weeks an amendment to his Form 3 for his holdings of Checkers, did not timely file for periods ranging from two months to more than three years and eleven months four Forms 4 reporting changes in his beneficial ownership of securities of Checkers, and did not timely file for periods ranging from more than one month to more than one year and nine months three amendments to Forms 5. The combined value of Herbert Brown's transactions in the securities of Checkers reported late on Forms 4 and 5 is $7,080,902. Cook did not timely file for three weeks an amendment to his Form 3 for his holdings of Checkers, did not timely file for periods ranging from more than four months to one year, eight Forms 4 reporting changes in his beneficial ownership of securities of Checkers, and did not timely file for one month and two weeks and one ======END OF PAGE 3====== month and three weeks a Form 5 and an amendment thereto. The combined value of Cook's transactions in the securities of Checkers reported late on Forms 4 and 5 is $3,237,610. Jared Brown did not timely file for three weeks an amendment to his Form 3 for his holdings of Checkers, did not timely file for nine months and three weeks a Form 4 reporting changes in his beneficial ownership of securities of Checkers, and did not timely file for one month and two weeks and one month and three weeks a Form 5 and an amendment thereto. The combined value of Jared Brown's transactions in the securities of Checkers reported late on Form 5 is $6,874,920. Robert Brown did not timely file for three weeks an amendment to his Form 3 for his holdings of Checkers, did not timely file for one week and nine months and three weeks two Forms 4 reporting changes in his beneficial ownership of securities of Checkers, and did not timely file for periods ranging from one month and two weeks to more than one year and nine months three Forms 5 and amendments thereto. The combined value of Robert Brown's transactions in the securities of Checkers reported late on Forms 4 and 5 is $6,953,160. The history of late filings, by Herbert Brown, Cook, Jared Brown, and Robert Brown compiled from the ownership reports and schedules they filed with the Commission, is set forth below: ======END OF PAGE 4====== Herbert G. Brown Forms 3, 4 and 5 Checkers Drive-In Restaurants, Inc. November 15, 1991 through November 29, 1996 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 11-91 Form 3 646,143 11-15-91 T 11-15-91 11-91 Form 3 524,200 11-15-91 3w Amend. 12-10-91 Forms 4, 5 09-91 OtherAcq. 525,532 16.00 8,408,512 02-14-92 T 02-14-92 10-91 Disp by 1,332 N/A N/A 02-14-92 T Gift 02-14-92 11-91 OtherAcq. 121,943 16.00 1,951,088 12-10-91 T 12-10-91 11-91 Sale 31,820 14.88 473,482 12-10-91 T 12-10-91 FY-91 Form 5 02-14-92 T 02-14-92 01-92 Disp by 2,920 N/A N/A 02-16-93 T Gift 02-16-93 02-92 Disp by 1,000 N/A N/A 02-16-93 T Gift 02-16-93 03-92 Disp by 500 N/A N/A 02-16-93 T Gift 02-16-93 04-92 Disp by 500 N/A N/A 02-16-93 T Gift 02-16-93 05-92 Sale 221,748 24.00 5,321,952 06-10-92 9m3w 04-05-93 ======END OF PAGE 5====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 08-92 Disp by 1,600 N/A N/A 02-16-93 T Gift 652 N/A N/A 02-16-93 10-92 Disp by 1,000 N/A N/A 02-16-93 T Gift 02-16-93 11-92 Sale 50,000 25.38 1,269,000 12-10-92 3y11m2w 11-29-96 12-92 Disp by 3,000 N/A N/A 02-16-93 T Gift 849,060 N/A N/A 02-16-93 12-92 Acq by 849,060 N/A N/A 02-16-93 T Gift 02-16-93 FY-92 Form 5 02-16-93 T 02-16-93 FY-92 Form 5 02-16-93 1m3w Amend. 04-05-93 01-93 Disp by 6,000 N/A N/A 02-14-94 1m2w Gift 03-31-94 09-93 Disp by 500 N/A N/A 02-14-94 1m2w Gift 03-31-94 11-93 Disp by 7,500 N/A N/A 02-14-94 1m2w Gift 03-31-94 12-93 Opt Grant 250,000 11.63 2,907,500 02-14-94 T 02-15-94 FY-93 Form 5 02-14-94 T 02-15-94 FY-93 Form 5 02-14-94 1m2w Amend. 03-31-94 02-94 Disp by 2,500 N/A N/A 02-14-95 T Gift 02-14-95 03-94 Disp by 10,000 N/A N/A 02-14-95 T Gift 02-14-95 08-94 Opt Grant 125,000 5.13 641,250 02-14-95 T 02-14-95 ======END OF PAGE 6====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 09-94 Expir. 250,000 11.63 2,907,500 02-14-95 T of Opt 02-14-95 11-94 Sale 28,000 3.83 107,240 12-12-94 T 21,943 3.94 86,455 12-07-94 25,000 3.88 97,000 18,000 3.75 67,500 11-94 Sale 10,000 3.63 36,300 12-12-94 2m 10,000 3.63 36,300 02-14-95 72,600 11-94 Sale 9,000 3.50 31,500 12-12-94 1y11m2w 11-29-96 FY-94 Form 5 02-14-95 T 02-14-95 FY-94 Form 5 02-14-95 1y9m2w Amend. 11-29-96 06-95 Sale 12,500 2.18 27,250 07-10-95 7m 5,000 2.13 10,650 02-15-96 15,000 2.08 31,200 77,000 2.13 164,010 26,250 2.08 54,600 18,750 2.08 39,000 18,000 2.13 38,340 10,000 2.08 20,800 385,850 08-95 Sale 18,471 2.00 36,942 09-11-95 T 09-11-95 12-95 Disp by 15,000 N/A N/A 02-14-96 T Gift 20,000 N/A N/A 02-15-96 FY-95 Form 5 02-14-96 T 02-15-96 07-96 Sale 257,380 1.03 265,101 08-12-96 T 14,500 1.06 15,370 08-01-96 Total value late reported transactions: $ 7,080,902 ======END OF PAGE 7====== * = Price per share rounded off Opt = Option Expir = Expiration ======END OF PAGE 8====== George W. Cook Forms 3, 4 and 5 Checkers Drive-In Restaurants, Inc. November 15, 1991 through December 13, 1996 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 11-91 Form 3 470,724 11-15-91 T 11-15-91 11-91 Form 3 328,457 11-15-91 3w Amend. 12-10-91 Forms 4, 5 09-91 OtherAcq.328,457 16.00 5,255,312 02-14-92 T 02-14-92 11-91 OtherAcq.142,267 16.00 2,276,272 12-10-91 T 12-10-91 11-91 Sale 9,440 14.88 140,467 12-10-91 T 12-10-91 FY-91 Form 5 02-14-92 T 02-14-92 05-92 Sale 95,000 24.00 2,280,000 06-10-92 9m3w 04-05-93 12-92 Disp by 15,000 N/A N/A 02-16-93 T Gift 02-16-93 FY-92 Form 5 02-16-93 T 02-16-93 FY-92 Form 5 02-16-93 1m3w Amend. 04-05-93 03-93 Disp by 3,750 N/A N/A 02-14-94 1m2w Gift 03-31-94 06-93 Disp by 150,000 N/A N/A 02-14-94 1m2w Gift 03-31-94 ======END OF PAGE 9====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late FY-93 Form 5 02-14-94 1m2w 03-31-94 08-94 Opt 125,000 5.13 641,250 02-14-95 T Grant 02-14-95 10-94 Sale 100,000 4.31 431,000 11-10-94 T 10,000 4.25 42,500 11-09-94 40,000 4.31 172,400 80,000 4.00 320,000 20,000 4.00 80,000 25,000 3.88 97,000 12-94 Opt 70,000 2.63 184,100 02-14-95 T Grant 02-14-95 FY-94 Form 5 02-14-95 T 02-14-95 01-95 Sale 10,000 2.03 20,300 02-10-95 1y 20,000 2.06 41,200 02-15-96 20,000 2.09 41,800 50,000 2.00 100,000 5,000 2.00 10,000 35,000 1.96 68,600 281,900 03-95 Sale 40,000 2.87 114,800 04-10-95 10m 30,000 2.87 86,100 02-15-96 9,000 2.81 25,290 21,000 2.75 57,750 283,940 05-95 Sale 33,000 2.62 86,460 06-12-95 8m 42,000 2.56 107,520 02-15-96 193,980 06-95 Sale 10,000 2.00 20,000 07-10-95 7m 27,000 2.00 54,000 02-15-96 3,000 2.00 6,000 80,000 07-95 Sale 35,000 2.00 70,000 08-10-95 6m 02-15-96 ======END OF PAGE 10====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 05-96 Sale 1,500 1.50 2,250 06-10-96 5m2w 3,400 1.50 5,100 11-29-96 7,350 06-96 Sale 9,200 1.50 13,800 07-10-96 4m2w 2,500 1.50 3,750 11-29-96 3,300 1.50 4,950 13,000 1.38 17,940 40,440 Total value late reported transactions: $ 3,237,610 * = Price per share rounded off Opt = Option ======END OF PAGE 11====== Jared D. Brown Forms 3, 4 and 5 Checkers Drive-In Restaurants, Inc. November 15, 1991 through December 3, 1996 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 11-91 Form 3 1,036,296 11-15-91 T 11-15-91 11-91 Form 3 914,353 11-15-91 3w Amend. 12-10-91 Forms 4, 5 09-91 Other 919,681 16.00 14,714,896 02-14-92 T Acq. 02-14-92 10-91 Disp by 5,328 N/A N/A 02-14-92 T Gift 02-14-92 11-91 Other 121,943 16.00 1,951,088 12-10-91 T Acq. 12-10-91 11-91 Sale 74,460 14.88 1,107,965 12-10-91 T 12-10-91 12-91 Disp by 3,100 N/A N/A 02-14-92 T Gift 02-14-92 FY-91 Form 5 02-14-92 T 02-14-92 05-92 Sale 286,455 24.00 6,874,920 06-10-92 9m3w 04-05-93 08-92 Disp by 3,542 N/A N/A 02-16-93 T Gift 02-16-93 11-92 Sale 40,000 25.25 1,010,000 12-10-92 T 12-10-92 12-92 Acq by 1,732,100 N/A N/A 02-16-93 T Gift 02-16-93 ======END OF PAGE 12====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 12-92 Disp by 1,732,100 N/A N/A 02-16-93 T Gift 2,000 02-16-93 FY-92 Form 5 02-16-93 T 02-16-93 FY-92 Form 5 02-16-93 1m3w Amend. 04-05-93 11-93 Disp by 5,000 N/A N/A 02-14-94 1m2w Gift 03-31-94 12-93 Disp by 1,000 N/A N/A 02-14-94 1m2w Gift 03-31-94 FY-93 Form 5 02-14-94 1m2w 03-31-94 05-94 Buy 600 5.29 3,174 06-10-94 T 06-07-94 08-94 Opt Grant 125,000 5.13 641,250 02-14-95 T 02-14-95 09-94 Disp by 442 N/A N/A 02-14-95 T Gift 02-14-95 11-94 Sale 125,000 3.35 418,750 12-12-94 T 12-07-94 12-94 Opt Grant 20,000 2.63 52,600 02-14-95 T 02-14-95 FY-94 Form 5 02-14-95 T 02-14-95 02-95 Disp by 7,250 N/A N/A 02-14-96 T Gift 2,000 N/A N/A 02-15-96 08-95 Sale 35,000 1.97 68,950 09-11-95 T 10,000 1.97 19,700 09-11-95 20,000 1.97 39,400 20,000 1.97 39,400 26,943 1.97 53,078 10,000 1.97 19,700 ======END OF PAGE 13====== 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 T 02-15-96 04-96 Sale 22,000 1.31 28,820 05-10-96 T 10,000 1.34 13,400 05-06-96 10,000 1.41 14,100 05-96 Sale 20,000 1.22 24,400 06-10-96 T 18,000 1.25 22,500 06-10-96 60,000 1.19 71,400 40,000 1.22 48,800 10,000 1.22 12,200 10,000 1.25 12,500 125,000 1.31 163,750 09-96 Sale 1,500 1.00 1,500 10-10-96 T 18,900 1.00 18,900 10-07-96 4,600 1.00 4,600 5,000 1.00 5,000 10-96 Sale 70,000 .88 61,600 11-12-96 T 11-04-96 11-96 Sale 75,000 1.28 96,000 12-10-96 T 82,500 1.31 108,075 12-03-96 20,150 1.38 27,807 Total value late reported transactions: $ 6,874,920 * = Price per share rounded off Opt = Option ======END OF PAGE 14====== Jared D. Brown Schedule 13G and Amendments Checkers Drive-In Restaurants, Inc. February 14, 1992 through February 13, 1997 Date Year Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 1991 13G 958,736 02-14-92 T 02-14-92 1992 13G Amendment Change in 02-16-93* T Information02-12-93 1993 13G Amendment Change in 02-14-94 2m1w Information04-25-94 1994 13G Amendment Change in 02-14-95 2w Information03-02-95 1995 13G Amendment Change in 02-14-96 T Information02-14-96 1996 13G Amendment Change in 02-14-97 T Information02-13-97 * = For the purpose of this table, the due date for amendments reflects the date the obligation to file the amendment arose. ======END OF PAGE 15====== Robert G. Brown Forms 3, 4 and 5 Checkers Drive-In Restaurants, Inc. November 15, 1991 through November 29, 1996 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 11-91 Form 3 1,038,960 11-15-91 T 11-15-91 11-91 Form 3 917,017 11-15-91 3w Amend. 12-10-91 Forms 4, 5 09-91 OtherAcq. 919,681 16.00 14,714,896 02-14-92 T 02-14-92 10-91 Disp by 2,664 N/A N/A 02-14-92 T Gift 02-14-92 11-91 OtherAcq. 121,943 16.00 1,951,088 12-10-91 T 12-10-91 11-91 Sale 74,460 14.88 1,107,965 12-10-91 T 12-10-91 12-91 Disp by 3,100 N/A N/A 02-14-92 T Gift 02-14-92 FY-91 Form 5 02-14-92 T 02-14-92 01-92 Disp by 1,460 N/A N/A 02-16-93 T Gift 02-16-93 03-92 Disp by 1,500 N/A N/A 02-16-93 T Gift 02-16-93 05-92 Sale 285,415 24.00 6,849,960 06-10-92 9m3w 04-05-93 08-92 Disp by 3,652 N/A N/A 02-16-93 T Gift 1,950 N/A N/A 02-16-93 ======END OF PAGE 16====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 11-92 Sale 30,000 25.25 757,500 12-10-92 T 20,000 25.38 507,600 12-10-92 12-92 Acq by 1,734,228 N/A N/A 02-16-93 T Gift 02-16-93 12-92 Disp by 1,734,228 N/A N/A 02-16-93 T Gift 2,000 N/A N/A 02-16-93 FY-92 Form 5 02-16-93 T 02-16-93 FY-92 Form 5 02-16-93 1m3w Amend. 04-05-93 04-93 Disp by 5,235 N/A N/A 02-14-94 1m2w Gift 03-31-94 11-93 Disp by 5,000 N/A N/A 02-14-94 1m2w Gift 03-31-94 12-93 Disp by 1,000 N/A N/A 02-14-94 1m2w Gift 03-31-94 FY-93 Form 5 02-14-94 1m2w 03-31-94 04-94 Sale 15,000 6.88 103,200 05-10-94 1w 05-17-94 08-94 Opt Grant 125,000 5.13 641,250 02-14-95 T 02-14-95 09-94 Disp by 8,668 N/A N/A 02-14-95 1y9m2w Gift 5,000 N/A N/A 11-29-96 10-94 Sale 40,000 3.38 135,200 11-10-94 T 11-09-94 11-94 Sale 45,000 3.50 157,500 12-12-94 T 25,000 3.38 84,500 12-07-94 30,000 3.25 97,500 FY-94 Form 5 02-14-95 T 02-14-95 ======END OF PAGE 17====== Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late FY-94 Form 5 02-14-95 1y9m2w Amend. 11-29-96 03-95 Sale 200,000 2.58 516,000 04-10-95 T 242,579 2.69 652,538 04-12-95 Total value late reported transactions: $ 6,953,160 * = Price per share rounded off Opt = Option ======END OF PAGE 18====== Robert G. Brown Schedule 13G and Amendments Checkers Drive-In Restaurants, Inc. February 14, 1992 through February 14, 1996 Date Year Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 1991 13G 961,400 02-14-92 T 02-14-92 1992 13G Amendment Change in 02-16-93* T Information02-12-93 1993 13G Amendment Change in 02-14-94 2m1w Information04-25-94 1994 13G Amendment Change in 02-14-95 2w Information03-02-95 1995 13G Amendment Change in 02-14-96 T Information02-14-96 * = For the purpose of this table, the due date for amendments reflects the date the obligation to file the amendment arose. ======END OF PAGE 19====== IV. FINDINGS Based on the above, the Commission finds that (1) Herbert Brown and Cook violated Section 16(a) of the Exchange Act, and Rules 16a-2 and 16a-3 promulgated thereunder, and (2) Jared Brown and Robert Brown violated Sections 13(g) and 16(a) of the Exchange Act, and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder. V. OFFERS OF SETTLEMENT Respondents have submitted Offers of Settlement in this proceeding which the Commission has determined to accept. Herbert Brown and Cook, in their Offers, consent to this Order making findings, as set forth above, and ordering them 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. Jared Brown and Robert Brown, in their Offers, consent to this Order making findings, as set forth above, and ordering them to cease and desist from committing or causing any violations of, and committing or causing any future violations of, Sections 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder. VI. ORDER Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that Herbert Brown and Cook 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. IT IS FURTHER ORDERED, pursuant to Section 21C of the Exchange Act, that Jared Brown and Robert Brown cease and desist from committing or causing any violations of, and committing or causing any future violations of, Sections 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 ======END OF PAGE 20======