UNITED STATES OF AMERICA
| ORDER INSTITUTING 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 appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted against Christine B. Hoberg ("Respondent" or "Hoberg") 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 her 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) 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. Hoberg, age 48, is and has been a certified public accountant licensed to practice in the State of California. She served as Chief Financial Officer of Nvidia Corporation ("Nvidia") from 1998 until April 2002.
2. Nvidia was, at all relevant times, a Delaware corporation headquartered in Santa Clara, California. Nvidia is engaged in the business of developing and marketing graphics processors and media and communications devices. At all relevant times, Nvidia's common stock is registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act") and is traded on the NASDAQ National Market.
3. On September 11, 2003, the Commission filed a complaint against Hoberg in SEC v. Christine Hoberg (Civil Action No. 03-04135 HRL). On September 18, 2003, the court entered an order permanently enjoining Hoberg, 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. Hoberg was also ordered to pay $494,332.84 in disgorgement of ill-gotten gains, and $102,362.15 in prejudgment interest. She was also ordered to pay a $75,000 civil money penalty.
4. The Commission's complaint alleged, among other things, that Hoberg engaged in actions that resulted in Nvidia filing a materially false financial statement in the Company's Form 10-Q for the quarter ended April 30, 2000. The Complaint alleged that Hoberg engaged in improper accounting practices that materially increased Nvidia's gross profit, net income and earnings per share for the quarter in a departure from generally accepted accounting principles. As alleged, these practices included participating in structuring a transaction to conceal Nvidia's obligation to repay certain cost reductions from a supplier in future periods. In addition, the complaint alleged that Hoberg failed to disclose material information regarding Nvidia's books and records to Nvidia's independent auditors.
In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanction agreed to in Respondent Hoberg's Offer.
Accordingly, it is hereby ORDERED, effective immediately, that:
A. Hoberg is suspended from appearing or practicing before the Commission as an accountant.
B. After five years from the date of this order, Respondent may request that the Commission consider her 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 her practice before the Commission will be reviewed either by the independent audit committee of the public company for which she works or in some other acceptable manner, as long as she 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 she 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 her, 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 she 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 her state CPA license is current and she 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.
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