UNITED STATES OF AMERICA
In the Matter of
Mary E. Blake,
ORDER INSTITUTING CEASE-
The Commission deems it appropriate 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 Mary E. Blake ("Blake") violated Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.
In anticipation of the institution of these administrative proceedings, Blake ("the Respondent") has 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, the Respondent, without admitting or denying the matters set forth herein, consents 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.
On the basis of this Order and the Respondent's Offer of Settlement ("Offer"), the Commission finds the following:
Mary E. Blake was President and Secretary of Universal Broadband Networks, Inc., formerly known as Ijnt.Net, Inc., Ijnt International, Inc. and Interjet Net Corp. ("Universal Broadband"), from August 8, 1997 until May 6, 2000, a director of Universal Broadband from August 8, 1997 until her resignation in September 2000, and is and has been at relevant times a beneficial owner of more than ten percent of the equity securities of Universal Broadband.
Universal Broadband Networks, Inc., a Delaware corporation with principal offices in Irvine, California, is an emerging facilities-based integrated communications carrier using digital subscriber line, or DSL, technology to offer broadband data and voice telecommunication services to small and medium-sized businesses and high-end residential consumers. According to Universal Broadband's Annual Report on Form 10-K for the year ended March 31, 2000, Universal Broadband had total assets of over $20.3 million and a shareholders' deficit of over $5.2 million as of March 31, 2000. Universal Broadband had 20,845,123 shares of common stock outstanding as of June 19, 2000. Universal Broadband reported a net loss of approximately $32.3 million, or $1.84 per common share, for its 2000 fiscal year. Universal Broadband's common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act and is quoted in the over-the-counter market. Universal Broadband filed for Chapter 11 bankruptcy on October 31, 2000.
B. APPLICABLE LAW
Section 13(d) of the Exchange Act and Rule 13d-1 thereunder, in relevant part, provide that any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a company registered pursuant to Section 12 of the Exchange Act, is directly or indirectly the beneficial owner of more than 5 percent of such security, shall, within 10 days after such acquisition, file a Schedule 13D with the Commission and the
appropriate Exchange.1 Rule 13d-2(a) requires that amendments to Schedule 13D be promptly filed if any material change to the facts set forth in the Schedule 13D occurs. A change of one percent or more in the reporting person's beneficial ownership of the specified securities is deemed material for the purposes of Rule 13d-2(a).
Section 16(a) of the Exchange Act requires 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. BLAKE'S VIOLATIONS OF SECTIONS 13(d) and 16(a) OF THE EXCHANGE ACT AND THE RULES THEREUNDER
In connection with changes in her ownership of Universal Broadband securities, Blake failed to timely file a Schedule 13D and three amendments thereto, for periods ranging from one week to more than one year and ten months, reporting changes in the information relating to stock ownership, of the equity securities of Universal Broadband. In addition, Blake failed to timely file a Form 3, failed to timely file twelve Forms 4 (which were late for periods ranging from one month to more than one year and one month), and two Forms 5, which were filed one month and one year and one month respectively, reporting changes in her beneficial ownership of the equity securities of Universal Broadband. The total value of the transactions in Universal Broadband stock for which Blake filed late Forms 4 and 5 is approximately $2.1 million.
Blake's history of delinquency, compiled from the ownership reports she has filed with the Commission for Universal Broadband, is set forth below:
|MARY E. BLAKE
Forms 3, 4 and 5 For Holdings and
Universal Broadband Networks, Inc.
August 18, 1997 through October 10, 2000
|Forms 4, 5|
|Disp (surrendered to company)||10-10-00|
|Total value late
|* = Price per share rounded off|
|T = Timely|
|Opt = Option|
Schedules 13D and Amendments
Universal Broadband Networks, Inc.
August 18, 1997 through May 15, 2001
|* = For the purpose of this table, the date due for amendments reflects the date the obligation to file the amendment arose.|
Based on the above, the Commission finds that Blake violated Sections 13(d) and 16(a) of the Exchange Act, Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.
OFFER OF SETTLEMENT
Blake has submitted an Offer of Settlement in this proceeding which the Commission has determined to accept. Blake, in her Offer, consents to this Order making findings, as set forth above, and ordering her to cease and desist from committing or causing any violations of, and committing or causing any future violations of, Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.
Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that Blake cease and desist from committing or causing any violations of, and committing or causing any future violations of, Sections 13(d) 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
|1||The Commission adopted amendments to Regulation 13D-G under the Exchange Act, permitting certain large shareholders to use short form Schedule 13G, rather than long form Schedule 13D, to report accumulations and changes in stock holdings. The shareholders that will be permitted to use Schedule 13G under these amendments are ones that own less than 20% and that do not have the purpose or effect of changing or influencing control of the issuer. See Release No. 34-39538, January 12, 1998 (63 Fed. Reg. 2854, January 16, 1998).|
|Home | Previous Page||