UNITED STATES OF AMERICA
In the Matter of
|ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS|
The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Respondent John Cook ("Respondent Cook").
In anticipation of the institution of these proceedings, Respondent Cook has submitted an Offer of Settlement ("Offer") for the purpose of resolving these proceedings, which Offer 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 to which the Commission is a party, prior to a hearing pursuant to the Commission's Rules of Procedure, 17 C.F.R. § 201.1 et seq., Respondent Cook, by his Offer, consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions ("Order"), admits the jurisdiction of the Commission over him and over the matters set forth in this Order, without admitting or denying the findings set forth herein, except with respect to paragraphs III.A. and III.D., below, which are admitted, consents to the entry of the findings and remedial sanctions set forth below.
Accordingly, it is ordered that proceedings pursuant to Section 15(b) of the Exchange Act be, and hereby are, instituted.
On the basis of Respondent Cook's Offer, the Commission finds that:
A. At all relevant times, Respondent Cook received transaction-based compensation in the form of commissions in connection with the unregistered offer and sale of the securities of Link Express Delivery Solutions, Inc. ("Link"). During at least part of the relevant period, Respondent Cook was associated with a registered broker-dealer as its president and sole shareholder.
B. From November 1997 to March 1999, Cook sold the unregistered securities of Link Express Delivery Solutions, Inc., earning commissions of over $155,000. During at least part of the relevant period, Cook sold the Link securities without the knowledge or approval of the broker-dealer with which he was associated.
C. On December 12, 2001, the Commission filed a complaint in the United States District Court for the Southern District of Florida captioned S.E.C. v. Paul R. Johnson, et al., Case No. 01-7874-HURLEY/LYNCH (S.D. Fla.), alleging, among other things, that Cook violated the registration, antifraud, and broker-dealer registration provisions of the federal securities laws by selling unregistered securities and by offering and selling the Link securities in exchange for sales commissions without the knowledge or approval of the registered broker-dealers which he was associated with and by continuing to offer and sell the Link securities when he was no longer associated with a registered broker-dealer.
D. On March 27, 2002, a final judgment of permanent injunction was entered against Respondent Cook. The final judgment permanently enjoined Cook from violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder. Cook consented to the entry of the Final Judgment without admitting or denying the allegations contained in the Commission's Complaint.
In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Respondent's Offer.
ACCORDINGLY, IT IS ORDERED that Respondent Cook is hereby barred from association with any registered broker or dealer.
For the Commission, by its Secretary, pursuant to delegated authority.
Jonathan G. Katz
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