SECURITIES ACT OF 1933
Release No. 7640 / February 24, 1999
SECURITIES EXCHANGE ACT OF 1934
Release No. 41097 / February 24, 1999
ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 1111 / February 24, 1999
File No. 3-9834
|In the Matter of
|ORDER INSTITUTING PUBLIC
TO SECTION 8A OF THE
SECURITIES ACT OF 1933 AND
SECTION 21C OF THE
SECURITIES EXCHANGE ACT
OF 1934, MAKING FINDINGS,
AND ORDERING RESPONDENTS
The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and they hereby are, 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 Sharon Longview, Christie Rockwood, Vicki Kranawetter, and Luther Dale Robinson (collectively, "Respondents").
In anticipation of the institution of these administrative proceedings, the Respondents have each 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, and without admitting or denying the findings contained herein, except that each Respondent admits that the Commission has jurisdiction over them and the subject matter of these proceedings, the Respondents, by their offers, consent to the entry of the findings and the imposition of the Cease-and-Desist Orders set forth below and, as to Respondent Longview, the order requiring disgorgement.
The Commission makes the following findings:
During Sunrise Medical Inc.'s ("Sunrise Medical") fiscal years 1994 and 1995, 2 Robert S. Barton ("Barton"), vice-president of finance for Bio Clinic Corporation ("Bio Clinic"), one of Sunrise Medical's operating divisions, orchestrated a scheme to understate Bio Clinic's expenses by recording fictitious assets and improperly decreasing liabilities. He did this to ensure that Bio Clinic met the earnings targets previously agreed upon between Bio Clinic's management team and Sunrise Medical's corporate management team. Sharon Longview ("Longview"), Bio Clinic's assistant controller (and, later, controller) and Christie Rockwood ("Rockwood"), Bio Clinic's accounting manager, helped Barton implement the scheme. Vicki Kranawetter ("Kranawetter"), Bio Clinic's manager of information systems, and Luther Dale Robinson ("Robinson"), Bio Clinic's outside computer consultant, changed Bio Clinic's accounting software at the request of Barton and the others to conceal the improperly-recorded accounting entries.
By the end of fiscal year 1995, Barton and the others had reduced Bio Clinic's reported expenses by at least $19.6 million. The periodic reports that Sunrise Medical filed with the Commission for fiscal years 1994 and 1995, and the earnings announcements it made for the same periods, materially overstated its pre-tax earnings by over 16% in fiscal year 1994 and over 40% in fiscal year 1995. 3
As a result of this conduct, Longview and Rockwood violated the antifraud provisions, falsified Sunrise Medical's and Bio Clinic's books and records, and knowingly circumvented Sunrise Medical's and Bio Clinic's internal controls. Kranawetter and Robinson knowingly circumvented Sunrise Medical's and Bio Clinic's internal controls and caused falsifications of Sunrise Medical's and Bio Clinic's books and records. 4
a. Sharon Longview , 36, was the assistant controller of Bio Clinic from September 1989 to January 1994, and controller from January 1994 to December 1995.
b. Christie Rockwood , 48, was the accounting manager of Bio Clinic from 1986 to December 1995.
c. Vicki Kranawetter , 34, was the manager of information systems of Bio Clinic from May 1994 to December 1995.
d. Luther Dale Robinson , 51, is the owner of Universal Information Systems, which provided, and supported, accounting software to Bio Clinic during 1994 and 1995.
3. Other Relevant Individuals and Entities
a. Sunrise Medical is a Delaware corporation with its principal executive offices in Carlsbad, California. Through its various operating divisions, Sunrise Medical designs, manufactures, and markets medical devices for institutional and retail customers. Its net sales, as restated, for the fiscal year ending June 30, 1995, were $602 million. Its common stock is registered with the Commission under Section 12(b) of the Exchange Act and listed on the New York Stock Exchange. During all relevant times, Sunrise Medical was required to file reports with the Commission pursuant to Section 13(a) of the Exchange Act.
b. Bio Clinic , during all relevant times, was a wholly-owned subsidiary of Sunrise Medical with facilities in Ontario, California, and one of Sunrise Medical's seven significant operating divisions. Bio Clinic designed, manufactured, and marketed pressure management devices (such as disposable foam mattress overlays and inflatable air beds) for institutional and retail customers. Bio Clinic accounted for twenty-one percent of Sunrise Medical's net sales in fiscal year 1995.
c. Comfort Clinic , during all relevant times, was a division of Bio Clinic with facilities in Atlanta, Georgia. Comfort Clinic designed, manufactured, and marketed mattress pads and pillows for retail customers.
d. Robert S. Barton , 41, was the vice-president of finance of Bio Clinic from September 1989 to December 1995, and the vice-president of operations of Comfort Clinic from March 1995 to December 1995. Barton is a Certified Public Accountant licensed to practice in the State of Texas.
Senior management at Sunrise Medical establishes an annual earnings bonus target for each of Sunrise Medical's operating divisions, including Bio Clinic, based upon an annual profit plan. The process requires each operating division to submit to corporate management a proposed annual profit plan, including detailed monthly and quarterly revenue, expense, and earnings projections. Corporate and division management then discuss and agree upon the proposed profit plan, making it the basis for annual bonus targets. Annual awards under the bonus program are made to division management (including Barton, Longview, Rockwood, and Kranawetter) when that division's earnings exceed the prior year's earnings, and payouts increase in a linear fashion as the division meets or exceeds its annual profit plan.
At all relevant times, Bio Clinic reported its financial results, consolidated with those of Comfort Clinic, its own division, to Sunrise Medical every month, including variances to the monthly projections under the profit plan. Sunrise Medical used these monthly reports to calculate its financial results, prepare its periodic reports to the Commission, and make earnings announcements to the public.
Fiscal year 1993 represented a transition in Bio Clinic's business. Bio Clinic's primary products had been various types of disposable foam bedding used for medical purposes. By 1993, these products were becoming commodity items, and Bio Clinic began to experience greater competition, causing the profit margins on these products to drop substantially. In anticipation of this trend, Bio Clinic had begun to manufacture computer-controlled, inflatable air beds, and had established a nationwide network of thirty-eight service centers to rent or sell these beds to healthcare institutions. Unlike the disposable foam bedding, the air mattresses were expensive and difficult to maintain. In fiscal year 1994, Bio Clinic started reducing its daily rental rates on the air products at the same time that it was aggressively cutting prices on its foam retail business to stimulate more sales. As a result of these unfavorable pricing developments, margins decreased and Bio Clinic began to have problems meeting its profit plan, even though its sales grew rapidly during this period -- from $76 million in fiscal year 1993 to $124 million in fiscal year 1995 (as restated).
b. Hiding Expenses in Accounts Receivable and Property and Equipment
(i) Monthly Entries
Barton reviewed preliminary versions of Bio Clinic's monthly financial statements before they became final. Beginning in fiscal year 1994, before forwarding the financial statements to Sunrise Medical, Barton met with Longview or Rockwood, or both, and instructed them to reclassify a variety of expenses as assets. These expenses involved primarily costs associated with manufacturing foam products and air beds. 5 No accounting justification existed for recording these expenses in this manner. The resulting reduction in expenses generally enabled Bio Clinic to meet its earnings targets despite the financial problems it had begun experiencing. Barton, Longview, and Rockwood continued to record expenses as assets through fiscal year 1995.
Barton sometimes decided which expense accounts to decrease and asset accounts to increase. At other times, he told Longview to reduce a certain category of expenses by a certain amount, leaving it to her to determine which specific accounts to decrease or increase. After these adjustments had become routine, Longview often showed Barton lists of expenses that she proposed to transfer to asset accounts. Barton and Longview then told Rockwood which expenses to transfer to asset accounts and Rockwood recorded the adjustments in Bio Clinic's books and records. They sometimes instructed Rockwood to move falsely recorded amounts from one asset account to another if they felt that the amounts appeared too large.
In March 1995, Barton received a promotion to vice-president of operations for Comfort Clinic. He remained in his position (in an acting capacity) as vice-president of finance for Bio Clinic. Barton began spending most of his time at Comfort Clinic's facility in Atlanta. During his absences from Bio Clinic, Longview and Rockwood continued to record expenses as assets, at Barton's instructions.
(ii) Aggregating and Concealing the Improperly-Recorded Expenses
Near the close of fiscal year 1994, Barton, Longview, and Rockwood aggregated the expenses that they had improperly recorded into two asset accounts on Bio Clinic's general ledger: accounts receivable and property and equipment. This created discrepancies between Bio Clinic's general ledger and its accounts receivable and property and equipment subsidiary ledgers. To avoid detection with respect to the accounts receivable discrepancy, Barton, Longview, and Rockwood increased the total on the last page of the accounts receivable subsidiary ledger so that the subsidiary ledger appeared to reconcile with the general ledger. The total reflected on the subsidiary ledger was therefore greater than the sum of the detailed customer accounts listed on the subsidiary ledger. 6 These changes required alterations to Bio Clinic's accounting software that were made by Kranawetter, the manager of Bio Clinic's information systems.
To address the property and equipment discrepancy, Barton, Longview, and Rockwood made line-item entries on the property and equipment subsidiary ledger to correspond to the amounts by which they had increased the general ledger. They made some of these entries appear to represent specific property and equipment. 7 Because of these fictitious assets, the property and equipment subsidiary ledger appeared to reconcile to the general ledger. Fearing that the fictitious line-items on the property and equipment subsidiary ledger might come under the auditors' scrutiny, Barton, Longview, and Rockwood asked Kranawetter to suppress the printing of the line-items on the subsidiary ledger that represented the fictitious property and equipment. Thus, the total on the property and equipment subsidiary ledger did not accurately reflect the sum of the printed detail.
Sunrise Medical's auditors received copies of Bio Clinic's altered subsidiary ledgers for accounts receivable and property and equipment. By the end of fiscal year 1994, Barton, Longview, and Rockwood had overstated Bio Clinic's accounts receivable and property and equipment by at least $3.5 million and $2.3 million, respectively.
During fiscal year 1995, Barton, Longview, and Rockwood continued to hide expenses in asset accounts. In May 1995, Rockwood created a fictitious customer account in the accounts receivable subsidiary ledger into which she placed what, by then, amounted to about $8.8 million of improperly-transferred expenses. Kranawetter arranged for Robinson (Bio Clinic's outside computer consultant) to program Sunrise Medical's accounting software to suppress the printing of the fictitious customer account, while still including the amount in the overall total for accounts receivable. Barton, Longview, and Rockwood also continued the suppression of the false assets on the property and equipment subsidiary ledger that they had begun during fiscal year 1994. By the end of fiscal year 1995, the overstatement of accounts receivable and property and equipment due to the improperly-transferred expenses had reached $8.8 million and $4.9 million respectively.
(iii) Discovery of Discrepancies
An internal auditor employed by Sunrise Medical performed certain of the audit procedures at Bio Clinic in connection with the fiscal year 1995 audit of Sunrise Medical performed by Sunrise Medical's independent auditor. As part of these procedures, the internal auditor manually added the line-items on the accounts receivable and property and equipment subsidiary ledgers. In doing so, the internal auditor discovered a discrepancy of several million dollars between the total of the line-items and the total actually reflected on the subsidiary ledgers. Unbeknownst to the internal auditor, this discrepancy resulted from the suppression of the fictitious assets when the ledgers were printed. When the internal auditor asked for an explanation, Barton and Kranawetter told the internal auditor that Bio Clinic was in the process of changing accounting software (which was true) and that the ledgers had come from a test batch of data that had been incomplete (which was false).
The internal auditor asked that Bio Clinic provide copies of the subsidiary ledgers that correctly totaled. To provide such a copy of the property and equipment subsidiary ledger, Rockwood, at Barton's instruction, asked Robinson to undo the suppression of the fictitious assets on the subsidiary ledger. Then, at Longview's suggestion, Rockwood, with Robinson's help, changed the name of the largest fictitious asset account from "Overhead A" to "Soft Goods." Because Longview and Barton had previously given the auditors a rationale (which the auditors had accepted) for capitalizing costs arising out of the manufacturing of soft goods, they felt it less likely that the auditors would test an asset account bearing that name. Rockwood, with Longview's assistance, also broke up another fictitious asset account into eight to ten smaller amounts, hoping that the internal auditor would not test them. Rockwood gave the internal auditor a copy of the altered subsidiary ledger.
Providing the internal auditor with an accounts receivable subsidiary ledger that correctly totaled posed a more difficult problem. The fictitious customer account, which had previously been suppressed when the subsidiary ledger had been printed, contained about $8.8 million of improperly-transferred expenses and bore the customer name "Miscellaneous." After much consultation with the others, Barton decided to eliminate the fictitious customer account and replace it with invoices that Bio Clinic customers had already paid. Rockwood and Longview then asked Robinson to perform the programming necessary to include paid invoices in the subsidiary ledger and make them appear as if they were open receivables. Robinson, in consultation with Kranawetter and Rockwood, did so. Robinson needed over a week to complete the programming. Longview gave the falsified subsidiary ledgers to the internal auditor.
The falsified accounts receivable subsidiary ledger posed yet another problem because of the inclusion of invoices that had already been paid. The audit procedures planned by Sunrise Medical's independent auditor included the confirmation of a sample of the accounts receivables with Bio Clinic's customers. Any customer that had already paid an invoice would obviously not confirm that it still owed the invoice amount. The rush surrounding the completion of the audit offered Barton an unexpected solution - a person on the internal audit team allowed Longview and one other Bio Clinic employee to fax the confirmation requests to the sample of Bio Clinic's customers. After consulting with Barton, Longview inserted blank pages into the fax machine instead of confirmation requests for those customers that had in fact already paid the invoice purportedly to be confirmed. She then took the facsimile transmission reports printed by the facsimile machine (indicating that the facsimile transmission had been successful), attached them to the real confirmation requests, and showed them to the auditors as proof that the she had faxed the confirmation requests.
c. Inventory Overstatement at Comfort Clinic
In the second quarter of fiscal year 1995, Barton, Longview, and Rockwood learned that between $2.5 to $3 million of the inventory recorded at Comfort Clinic was not supported by Comfort Clinic's physical inventory counts. Barton allowed this amount to continue to be recorded as inventory. By fiscal year end 1995, the inventory overstatement had grown to $4.9 Barton, with the assistance of Longview, concealed this overstatement by creating a false inventory report for Comfort Clinic. Rockwood altered recorded inventory amounts for different Comfort Clinic locations so that only those locations at which the auditors had not observed physical inventory counts were overstated. Because of the inventory overstatement, Sunrise Medical's inventory and pre-tax earnings were overstated by $4.9 million for fiscal year 1995.
d. Sham Rebate
Sunrise Medical's financial statements understated accounts payable and expenses by almost $1 million as a result of a sham rebate that Barton created with the assistance of one of Comfort Clinic's suppliers. In an effort to ensure that Bio Clinic attain its fiscal year 1995 earnings targets, Barton contacted one of Comfort Clinic's suppliers to obtain a rebate of $1for purchases Comfort Clinic had already made in the fiscal year. The supplier, however, was willing to provide a rebate on Comfort Clinic's past purchases only if Comfort Clinic accepted a price increase on purchases made in the next fiscal year to offset the rebate. Barton agreed to the supplier's condition and executed a side letter to this effect. Without the side letter, the agreement between Comfort Clinic and the supplier appeared to be a legitimate rebate. Barton recorded the rebate as a decrease in expenses for fiscal year 1995 without disclosing to Sunrise Medical or its auditors that the supplier had tied the rebate to a price increase on future purchases. 8
B. LEGAL DISCUSSION
1. Violations by Longview and Rockwood
Section 10(b) of the Exchange Act and Rule 10b-5 thereunder prohibit material misstatements or omissions in connection with the purchase or sale of securities. S.E.C. v. Texas Gulf Sulphur Co. , 401 F.2d 833, 860-862 (2d Cir. 1968), cert . denied , 394 U.S. 976 (1969). Section 17(a) of the Securities Act prohibits the making of such statements in connection with the "offer or sale" of securities. A showing of scienter is required to establish a violation of Section 10(b), Rule 10b-5, and Section 17(a)(1). Aaron v. S.E.C. , 446 U.S. 680, 691 & 697 (1980). 9 Recklessness or willful disregard of the truth generally satisfies the scienter requirement. See , e.g. , Hollinger v. Titan Capital Corp. , 914 F.2d 1564 (9th Cir. 1990); SEC v. Blavin , 760 F.2d 706, 711 (6th Cir. 1985); SEC v. Falstaff Brewing Corp. , 629 F.2d 62, 77 (D.C. Cir. 1980); Rolf v. Blyth Eastman Dillon & Co. , 570 F.2d 38, 46 (2d Cir. 1978), cert . denied , 439 U.S. 1039 (1978).
Longview's and Rockwood's actions were part of Barton's fraudulent scheme to overstate Bio Clinic's earnings, which in turn overstated Sunrise Medical's earnings as reported in its registration statements and periodic filings. Both knew that the adjustments they were making at Barton's direction resulted in Sunrise Medical's books and records not conforming with generally accepted accounting principles. Both also knew that Barton was asking them to falsify information that would be included in financial statements filed with the Commission and disseminated to public investors. They concealed fictitious assets from auditors and Sunrise Medical senior management. As a result, Longview and Rockwood violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
Exchange Act Section 13(b)(5) prohibits persons from knowingly circumventing a system of internal accounting controls or knowingly falsifying any books, records or accounts subject to Exchange Act Section 13(b)(2)(A). Longview and Rockwood violated this section by recording expenses as assets, concealing the fact that the resulting records were incorrect, and falsifying supporting documents that were given to Sunrise Medical's auditors. Exchange Act Rule 13b2-1 proscribes issuers or other persons from directly or indirectly falsifying or causing to be falsified any book, record, or account subject to Exchange Act Section 13(b)(2)(A). Longview and Rockwood violated this rule by improperly recording expenses in Bio Clinic's books and records, which resulted in Sunrise Medical's filings on Forms 10-K and 10-Q being materially false for fiscal years 1994 and 1995.
2. Violations by Kranawetter and Robinson
Kranawetter and Robinson violated Exchange Act Section 13(b)(5). Their actions were part of a plan to circumvent knowingly Sunrise Medical's internal accounting controls. Kranawetter and Robinson also caused Barton's, Longview's, and Rockwood's violations of Exchange Act Rule Kranawetter and Robinson assisted, through computer programming and consulting, in the falsification of the accounts receivable and fixed assets subsidiary ledgers with awareness of the nature and magnitude of the balances that were being manipulated. They knew or should have known that they were helping to conceal significant incorrect and false balances from Sunrise Medical and its auditors.
1. Based on the foregoing, Sharon Longview violated Section 17(a) of the Securities Act and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder.
2. Based on the foregoing, Christie Rockwood violated Section 17(a) of the Securities Act and Sectionsand 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder.
3. Based on the foregoing, Vicki Kranawetter violated Section 13(b)(5) of the Exchange Act and caused violations of Rule 13b2-1 thereunder.
4. Based on the foregoing, Luther Dale Robinson violated Section 13(b)(5) of the Exchange Act and caused violations of Rule 13b2-1 thereunder.
In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified by the Respondents in their Offers of Settlement.
Accordingly, IT IS ORDERED, that:
A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, Longview 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) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder.
B. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, Rockwood 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) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder.
C. Pursuant to Section 21C of the Exchange Act, Kranawetter cease and desist from committing or causing any violation and any future violation of Section 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder.
D. Pursuant to Section 21C of the Exchange Act, Robinson cease and desist from committing or causing any violation and any future violation of Section 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder.
IT IS ALSO ORDERED that;
Longview shall, within 30 days of the entry of this Order, pay disgorgement and prejudgment interest in the total amount of $12,902 to the United States Treasury. Such payment shall be: (A) made by United States postal money order, certified check, bank cashier's check or bank money order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, Alexandria, Virginia 22312; and (D) submitted under cover letter that identifies Longview as a Respondent in these proceedings, the file number of these proceedings, a copy of which cover letter and money order or check shall be sent to William R. Baker, III, Associate Director, Division of Enforcement, Mail Stop 8-1, 450 Fifth Street, N.W., Washington, D.C. 20549.
By the Commission.
Jonathan G. Katz
|1||The Commission makes the findings herein pursuant to the Respondents' respective offers of settlement. These findings are not binding on any other person or entity in this or any other proceeding.|
|2||Sunrise Medical's fiscal year 1994 ended on July 1, 1994, and fiscal year 1995 ended on June 30, 1995.|
|3|| In February 1996, Sunrise Medical restated its financial statements for FY 1994 and 1995, correcting the understatement of expenses from the fraud and making other, less significant, accounting changes. Thus, the difference between the reported and restated pre-tax earnings shown below is not solely the result of the fraud. The fraud had the following effect on Sunrise Medical's pre-tax earnings (amounts in millions):
|4||Contemporaneous with the entry of this Order, the Commission is filing a civil injunctive action in the U.S. District Court for the Central District of California against Barton, alleging that he violated Section 17(a) of the Securities Act and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1. The complaint also alleges that Barton exercised Sunrise Medical stock options and sold the underlying stock while in possession of the material, nonpublic information that Sunrise Medical's earnings were overstated. Without admitting or denying the allegations of the complaint, Barton has consented to the entry of a final judgment that will permanently enjoin him from further violations of the above-referenced provisions. The judgment will also waive the payment of disgorgement and civil money penalties based on Barton's demonstrated inability to pay. The Commission is also issuing a separate Order Instituting Proceedings against Sunrise Medical, Inc., finding that Sunrise Medical violated Sections 13(a), 13(b)(2)(A) and (B) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13, and 13b2-1 thereunder. The Order requires Sunrise Medical to cease-and-desist from further violations of those provisions. Sunrise Medical has consented to the entry of that Order without admitting or denying the findings therein.|
|5||Barton, Longview, and Rockwood capitalized unfavorable manufacturing cost variances (the difference between actual and predicted manufacturing costs) regardless of whether those costs related to the products that Bio Clinic sold (which costs they should have expensed) or to those products that Bio Clinic rented to customers (which costs they could properly capitalize).|
|6||Barton and Longview also transferred amounts from older to newer accounts receivable aging classifications to create the appearance that the receivables generally were less old than they were. Barton and Longview did this to reduce the likelihood that the false receivables would attract attention during the audit.|
|7||For example, Barton, Longview, and Rockwood capitalized $600,000 of expenses as machinery and equipment which did not exist. In addition, they aggregated over $2 million of unfavorable manufacturing cost variances into a line item labeled "Overhead A" under rental assets on the property and equipment subsidiary ledger. In its restatement, Sunrise Medical determined that Barton, Longview, and Rockwood had unjustifiably capitalized $1.7 million of this amount.|
|8||Barton and the supplier later changed the terms of the sham rebate. Rather than have the supplier actually pay Comfort Clinic the rebate amount and then increase its prices to Comfort Clinic, Barton executed another letter agreement that entitled Comfort Clinic to claim the rebate only if it purchased an amount of product from the supplier that Barton and the supplier knew was unrealistic. Barton did not disclose this revised condition to Sunrise Medical or its auditors.|
|9||Scienter does not have to be shown for violations of Sections 17(a)(2) or 17(a)(3). Aaron v. S.E.C. , 446 U.S. 680, 697 (1980).|