UNITED STATES OF AMERICA
In the Matter of
DENNIS M. WILSON,
|ORDER INSTITUTING PUBLIC PROCEEDINGS, MAKING FINDINGS AND IMPOSING A CEASE-AND-DESIST ORDER|
The Securities and Exchange Commission ("Commission") deems it appropriate that public administrative proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") against Dennis M. Wilson ("Wilson" or "the respondent").
In anticipation of the institution of this administrative proceeding, Wilson has submitted an Offer of Settlement ("Offer"), which the Commission, after due consideration, 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, Wilson, without admitting or denying the findings, except admitting the jurisdiction of the Commission over him and over the subject matter of these proceedings, consents to issuance of this Order Instituting Public Proceedings, Making Findings and Imposing a Cease-and-Desist Order ("Order").
Accordingly, IT IS ORDERED that public administrative proceedings pursuant to Section 8A of the Securities Act be, and hereby are, instituted.
On the basis of this Order and the Offer, the Commission makes the following findings1:
Dennis M. Wilson, the respondent in this proceeding, is a principal of an investor public relations firm. Wilson touted the stock of a public company on an Internet bulletin board without disclosing the fact that he was being compensated by the company. Wilson failed to disclose that he was promised thousands of shares of stock for promoting the stock of Save the World Air, Inc. ("STWA" or "the company"), a company that traded on the over-the-counter bulletin board ("OTCBB") under the symbol "ZERO" until the Commission temporarily suspended its trading on July 20, 2000. The respondent's failure to disclose this compensation was fraudulent, and in violation of Section 17(b) of the Securities Act, which makes it unlawful for any person to tout a stock for compensation without fully disclosing the compensation.
Wilson is a U.S. citizen and a resident of Florida. From February 2000 through the present, Wilson has been the Vice President and Treasurer of Wall Street Financial Enterprises, Inc., a private public relations firm that markets public companies to brokerage firms.
C. Respondent's Conduct
Wilson began to work as a public relations consultant for STWA in February of 1999. Under his compensation arrangement with STWA, Wilson was to receive shares of STWA's stock, to value approximately $25,000.00 per month. In return, Wilson was to distribute to brokerage firms news and information promoting STWA.
Since at least February 2000, STWA's President and CEO undertook to raise the price and volume of trading in STWA's stock through a campaign of materially false and misleading promotional media and press releases. Early in 2000, the President and CEO became concerned with negative messages posted on the Raging Bull message board dedicated to STWA. As part of his scheme to artificially inflate the price and volume of trading in STWA's stock, STWA's President and CEO instructed Wilson and others to post numerous anonymous messages promoting STWA's stock on the Raging Bull message board for STWA. During the time period February 2000 through June 2000, using the alias "Majorbuyer," Wilson posted approximately 37 messages touting STWA's stock and responding to negative posts about the company. Although Wilson posted these messages while he was being paid by the company, Wilson did not disclose his compensation arrangement.
D. Legal Violations
Section 17(b) of the Securities Act makes it unlawful for any person to tout a stock for any consideration received or to be received, directly or indirectly, from an issuer, underwriter, or dealer, without fully disclosing the receipt and amount of such consideration. See In the Matter of John Black, SEC Rel. No. 33-7885 (Sep. 6, 2000) (respondent violated Section 17(b) by touting stock on Raging Bull message board without disclosing compensation promised to him). Wilson touted STWA's stock on a Raging Bull message board without disclosing his compensation arrangement with STWA.
Based on the foregoing, the Commission finds that Wilson committed or caused violations of Section 17(b) of the Securities Act.
Based on the foregoing, the Commission deems it appropriate to accept Wilson's Offer and impose the sanctions agreed to therein.
Accordingly, IT IS HEREBY ORDERED that, pursuant to Section 8A of the Securities Act, Wilson cease and desist from committing or causing any violation and any future violation of Section 17(b) of the Securities Act.
By the Commission.
Jonathan G. Katz
|1||The findings herein are made pursuant to the respondent's Offer and are not binding on any other person or entity in these or any other proceedings.|
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