U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

United States of America
before the
Securities and Exchange Commission

Securities Exchange Act of 1934
Release No. 47633 / April 4, 2003

Accounting and Auditing Enforcement
Release No. 1751 / April 4, 2003

Administrative Proceeding
File No. 11081

In the Matter of





The Securities and Exchange Commission ("Commission") deems it in the public interest that public administrative proceedings be, and hereby are, instituted against Christopher F. Crawford ("Respondent" or "Crawford") pursuant to Rule 102(e)(3)(i) 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 Administrative Proceedings Pursuant to Rule 102(e)(3) 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. Crawford, age 45, is a certified public accountant licensed in the State of Oregon. He served as Chief Financial Officer of The North Face, Inc. ("The North Face") from August 1997 until March 1999, and was General Manager of California Operations until July 1999. Crawford is a resident of Pleasanton, California.

2. The North Face was, at all relevant times, a Delaware corporation with its principal place of business in San Leandro, California and Carbondale, Colorado. The North Face was a manufacturer and retailer of outdoor apparel and equipment. At all relevant times, The North Face's common stock was registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"), and traded on the NASDAQ National Market System.

3. On February 10, 2003, the Commission filed a complaint against Crawford in Securities and Exchange Commission v. Christopher F. Crawford, et al., Civil Action Number 03-00561, in the United States District Court for the Northern District of California. On March 21, 2003, the court entered an order permanently enjoining Crawford, by consent, from future violations of Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1 and 13b2-2 thereunder, and aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder. Crawford was also ordered to pay $28,981.77 in disgorgement of ill-gotten gains from performance-based compensation, and $11,077.48 in prejudgment interest, and a $30,000 civil money penalty. Crawford further was barred from serving as an officer or director of a public company for a period of five years.

4. The Commission's complaint alleged, among other things, that Crawford engaged in fraudulent conduct which resulted in The North Face filing materially false and misleading financial statements in the company's annual report on Form 10-K for the fiscal year ended December 31, 1997, and in the company's quarterly reports on Form 10-Q for the first and third quarters of fiscal year 1998. The complaint alleged that Crawford engaged in a number of improper accounting practices that increased The North Face's annual and quarterly revenue and net income in a departure from generally accepted accounting principles ("GAAP"). These practices included improperly recognizing revenue from a consignment sale and improperly recognizing revenue in barter transactions. In addition, the complaint alleged that Crawford failed to disclose material information to The North Face's independent auditors, and provided misleading information in response to questions by the independent auditors, about certain barter transactions.


In view of the foregoing, the Commission deems it in the public interest to impose the sanction agreed to in Respondent Crawford's Offer.

Accordingly, IT IS HEREBY ORDERED, effective immediately, that:

A. Crawford is suspended from appearing or practicing before the Commission as an accountant.

B. After five (5) years from the date of this Order, Respondent may request that the Commission consider his reinstatement by submitting an application (attention: Office of the Chief Accountant) to resume appearing or practicing before the Commission as:

1. a preparer or reviewer, or a person responsible for the preparation or review, of any public company's financial statements that are filed with the Commission. Such an application must satisfy the Commission that Respondent's work in his practice before the Commission will be reviewed either by the independent audit committee of the public company for which he works or in some other acceptable manner, as long as he practices before the Commission in this capacity; and/or

2. an independent accountant. Such an application must satisfy the Commission that:

(a) Respondent, or the firm with which he is associated, is a member of the SEC Practice Section of the American Institute of Certified Public Accountants Division for CPA Firms ("SEC Practice Section") or an organization providing equivalent oversight and quality control functions ("equivalent organization");

(b) Respondent, or the firm, has received an unqualified report relating to his, or the firm's, most recent peer review conducted in accordance with the guidelines adopted by the SEC Practice Section or equivalent organization; and

(c) As long as Respondent appears or practices before the Commission as an independent accountant he will remain either a member of, or associated with a member firm of, the SEC Practice Section or equivalent organization, and will comply with all applicable SEC Practice Section or equivalent organization requirements, including all requirements for periodic peer reviews, concurring partner reviews, and continuing professional education.

C. The Commission will consider an application by Respondent to resume appearing or practicing before the Commission provided that his state CPA license is current and he has resolved all other disciplinary issues with the applicable state boards of accountancy. However, if state licensure is dependant on reinstatement by the Commission, the Commission will consider an application on its other merits. The Commission's review may include consideration of, in addition to the matters referenced above, any other matters relating to Respondent's character, integrity, professional conduct, or qualifications to appear or practice before the Commission.

By the Commission.

Jonathan G. Katz


1 Rule 102(e)(3)(i) 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.



Modified: 04/07/2003