UNITED STATES OF AMERICA
In the Matter of
J. MARK SAMPER, CPA
|ORDER INSTITUTING PUBLIC ADMINISTRATIVE PROCEEDINGS PURSUANT TO RULE 102(e) OF THE COMMISSION'S RULES OF PRACTICE, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS|
The Securities and Exchange Commission ("Commission") deems it in the public interest that public administrative proceedings be, and hereby are, instituted against J. Mark Samper ("Respondent" or "Samper") pursuant to Rule 102(e)(3) of the Commission's Rules of Practice.1
In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the "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 to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings and the findings contained in Section III.3. below, which are admitted, Respondent consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.
On the basis of this Order and Respondent's Offer, the Commission finds that:
1. From 1995 until his resignation in February 2000, Samper was the Senior Vice President of Finance and the Chief Financial Officer ("CFO") of FLIR Systems, Inc. ("FLIR"). As FLIR's CFO, Samper prepared, signed, and reviewed FLIR's Forms 10-Q for each of the 1998 and 1999 quarters, the Form 10-K for 1998, and registration statements in May 1998 and November 1999. Samper drafted the financial statement footnote disclosures and prepared the financial statements throughout 1998 and 1999. Samper is a Certified Public Accountant in the State of Oregon. His license was inactive during the time he was CFO of FLIR and is currently lapsed. He is 41 years old and lives in Portland, Oregon.
2. FLIR is, and at all relevant times was, an Oregon corporation with its principal place of business in Portland, Oregon. FLIR's common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act and trades on the Nasdaq National Market System. FLIR designs and manufactures thermal imaging and broadcast camera systems that detect infrared radiation.
3. On September 30, 2002, the Commission filed a complaint against Samper in SEC v. J. Kenneth Stringer, III, J. Mark Samper, William N. Martin, and Steven R. Eagleburger, in the United States District Court for the District of Oregon (the "Court") (Civil Action No. CV02-1341ST). On October 2, 2002, the Court entered a Final Judgment Of Permanent Injunction And Other Relief Against Defendant J. Mark Samper ("Judgment") which (a) permanently enjoins Samper from future violations of Section 17(a) of the Securities Act of 1933 and Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 and Rules 10b-5, 13b2-1, and 13b2-2 thereunder and aiding and abetting violations of Sections 13(a) and 13(b)(2)(A), 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder; (b) orders Samper to pay $52,500 in disgorgement plus $8,859 in prejudgment interest; (c) orders Samper to pay a civil penalty in the amount of $110,000; and (d) bars Samper from serving as an officer or director of a reporting company. Samper consented to the entry of the Judgment without admitting or denying any of the allegations in the complaint.
4. The Commission alleged that FLIR, through Samper and others, fraudulently inflated its earnings before income taxes throughout 1998 and the first three quarters of 1999. The complaint alleged that Samper authorized the recognition of revenue for fraudulent sales in order to inflate FLIR's earnings. The complaint also alleged that Samper concealed expenses incurred by FLIR as assets in a suspense account called the "project inventory" account. The complaint further alleged that Samper caused two receivables to be recorded twice in FLIR's accounts receivable by booking the receivables in the accounting records for two different FLIR locations, resulting in inflated earnings. In addition, the complaint alleged that Samper lied to FLIR's outside auditors regarding fraudulently recognized sales, project inventory, and the double-booked accounts receivable. Finally, the complaint alleged that Samper provided financial information for a misleading press release issued by FLIR in February 2000.
In view of the foregoing, the Commission deems it in the public interest to impose the sanction agreed to in Respondent Samper's Offer.
Accordingly, IT IS HEREBY ORDERED, effective immediately:
Samper is suspended from appearing or practicing before the Commission as an accountant.
By the Commission.
Jonathan G. Katz
|1|| Rule 102(e)(3) provides, in relevant part, that:
The Commission, with due regard to the public interest and without preliminary hearing, may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the Commission, from violating or aiding and abetting the violation of any provision of the Federal securities laws or of the rules and regulations thereunder.
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