UNITED STATES OF AMERICA
|In the Matter of
CENTENNIAL TECHNOLOGIES, INC.,
|ORDER INSTITUTING CEASE-
PURSUANT TO SECTION 8A OF
THE SECURITIES ACT OF 1933
AND SECTION 21C OF THE
SECURITIES EXCHANGE ACT
OF 1934, MAKING FINDINGS
AND IMPOSING A CEASE-AND
The Securities and Exchange Commission ("Commission") deems it appropriate that a public administrative proceeding be, and hereby is, instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") and Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") against respondent Centennial Technologies, Inc. ("Centennial").
In anticipation of the institution of these cease-and-desist proceedings, Centennial has submittedan Offer of Settlement ("Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or in which the Commission is a party, and without admitting or denying the Commission's findings contained herein, except that the Respondent admits that the Commission has jurisdiction over it and the subject matter of these proceedings, Centennial consents to the issuance of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing a Cease -and-Desist Order.
On the basis of this Order and the Offer, the Commission makes the following findings:1
1. Centennial is a Delaware corporation based in Massachusetts. It is a high-technology company that manufactures computer-related hardware and software, including personal computer cards ("PC cards"). At all relevant times, Centennial's securities were registered with the Commission pursuant to Section 12(b) of the Exchange Act and it was required to file reports with the Commission pursuant to Section 13(a) of the Exchange Act. Centennial began trading as a public company on the American Stock Exchange in April 1994. It became listed on the NYSE in November 1996 and was delisted on March 3, 1997. Its stock currently trades on the over-the-counter bulletin board.
2. Between April 1994 and December 31, 1996, Centennial made material misstatements about its revenues, assets and net income in public announcements and in documents filed with the Commission. On June 12, 1997, Centennial filed restated financial results for each fiscal period from April 1994 through December 31, 1996 (the "restatement period"). Prior to the restatement, Centennial had reported approximately $12 million in profits during the restatement period. In fact, for this period, Centennial had overstated income by approximately $40 million and had actually incurred losses of approximately $28 million.
3. Centennial's misrepresentations and misstatements about its financial condition resulted from multiple fraudulent practices instigated by Centennial's former chief executive officer and its former chief financial officer. Among other things:
4. As a result of the practices described above, and others, Centennial materially misrepresented its financial condition and earnings in its periodic filings of Forms 10-K and Forms 10-Q with the Commission. Centennial's misrepresentations to the Commission included the following:
5. As a result of the practices described above, Centennial committed or caused violations of Section 17(a) of the Securities Act to be committed by making misrepresentations in documents filed with the Commission in connection with the company's secondary offering of securities in March 1996.
6. Centennial committed or caused violations of Section 10(b) of the Exchange Act andRule 10b-5 thereunder by making misrepresentations relating to its asset valuation, revenue, sales and net income in documents filed with the Commission.
7. Centennial committed or caused violations of Section 13(a) of the Exchange Act by failing to file with the Commission information and documents in accordance with the rules and regulations prescribed by the Commission.
8. Centennial committed or caused violations of Section 13(b)(2)(A) of the Exchange Act by failing to make and keep books, records and accounts which, in reasonable detail, would accurately and fairly reflect its transactions and dispositions of its assets.
9. Centennial committed or caused violations of Section 13(b)(2)(B) of the Exchange Act by failing to devise and maintain an adequate system of internal accounting controls.
10. Centennial committed or caused violations of Rule 12b-20 of the Exchange Act by failing to include material information that would make required statements not misleading.
11. Centennial committed or caused violations of Rule 13a-1 of the Exchange Act by filing with the Commission false and misleading annual reports.
12. Centennial committed or caused violations of Rule 13a-13 of the Exchange Act by filing with the Commission false and misleading quarterly reports.
13. Centennial committed or caused violations of Rule 13b2-1 of the Exchange Act by maintaining false and misleading books, records and accounts.
In determining to accept the Offer, the Commission considered remedial acts undertaken by the Company and the cooperation afforded the Commission staff.
In view of the foregoing, the Commission deems it appropriate to accept the Offer submitted by Centennial and accordingly, IT IS HEREBY ORDERED, pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, that Centennial Technologies, Inc. cease and desist from committing or causing any violation and any future violation of Section 17(a) of the Securities Act and Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 thereunder.
By the Commission.
Jonathan G. Katz
|1||The findings herein are not binding on anyone other than the Respondent.|
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