==========================================START OF PAGE 1====== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Litigation Release No. 15001 / August 6, 1996 SECURITIES AND EXCHANGE COMMISSION v. ALLAN G. KERN, YALE HIRSCH, AND MALCOLM MCGUIRE III, United States District Court for the District of New Jersey. The Securities and Exchange Commission today announced the filing of a Complaint in the U.S. District Court for the District of New Jersey in Newark against Allan G. Kern, Yale Hirsch, and Malcolm McGuire III alleging that they participated in a fraudulent scheme to inflate artificially the stock price of Davstar Industries, Ltd. ("Davstar") between May 1991 and November 1992. According to the Complaint, defendants artificially inflated the price of Davstar common stock during the relevant period from approximately $1.00 per share to a high of $13.75 per share in November 1992. The Complaint alleges that each defendant received Davstar stock or warrants as compensation to promote Davstar to the investing public and, therefore, stood to realize personal financial gain from an increase in Davstar's stock price. According to the Complaint, in or about May 1991, Davstar enlisted Kern, a resident of Paradise Valley, Arizona, as a financial consultant and awarded him warrants to purchase Davstar stock at favorable prices. Thereafter, Kern is alleged to have prepared and caused Davstar to issue several materially false and misleading press releases concerning, among other things, the manufacturing and distribution status of Davstar's proprietary medical products and the company's financial prospects. The Complaint alleges that Davstar also retained Yale Hirsch of Old Tappan, New Jersey, and compensated him with warrants in return for his agreement to promote Davstar, its products and its financial prospects in Smart Money and Ground Floor, two investment newsletters published by the Hirsch Organization. The Complaint alleges that Hirsch thereafter published a steady stream of materially false and misleading information concerning, among other things, the distribution, marketability and market response to Davstar's products, as well as baseless projections regarding, among other things, Davstar's business prospects, profitability and the value of its stock. As to McGuire, a stockbroker in Phoenix, Arizona, the Complaint alleges that he too was compensated by Davstar, directly and indirectly, to prepare and disseminate to his retail clients a purported research report which contained materially ==========================================START OF PAGE 2====== false and misleading information about Davstar, its products and its financial prospects. McGuire's report, prepared and - 2 - disseminated in May of 1992, projected that Davstar would earn 90 cents per share in 1993 and $1.93 in 1994. The Complaint alleges that McGuire knew or was reckless in not knowing there was no reasonable basis for these projections and that undisclosed, material adverse facts undermined their accuracy. The Complaint alleges that each defendant, by the foregoing acts, violated the antifraud provisions of the federal securities laws, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Finally, the Complaint alleges that Hirsch and McGuire failed to disclose that they had or would receive compensation directly and indirectly from Davstar in exchange for promoting the Company. These omissions misled their respective readers to believe they were receiving unbiased evaluations of Davstar when they were not, and violated Section 17(b) of the Securities Act of 1933. The Complaint seeks injunctive relief against all defendants, as well as disgorgement of ill-gotten gains and civil money penalties. The Commission today also filed a separate Complaint against Jerry B. Silver, Davstar's former president, chief executive officer and chairman of the board, in the U.S. District Court for the District of New Jersey, alleging violations of the antifraud provisions. Without admitting or denying the Commission's allegations, Silver has consented to a proposed Final Judgment that would enjoin him from future violations of the antifraud provisions and impose a $25,000 civil penalty. That proposed judgment has been submitted for approval and entry by the Court. In July 1995, Davstar changed its name to Urohealth Systems, Inc. and moved its headquarters to Costa Mesa, California. On December 7, 1995, the Commission issued an Order finding that, in connection with the same underlying conduct, Davstar had violated the antifraud and reporting requirements of the federal securities laws. Davstar consented to that Order, which required Davstar to cease and desist from committing or causing such violations, without admitting or denying the allegations.