UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 36846 / February 14, 1995 ADMINISTRATIVE PROCEEDING File No. 3-8948 ------------------------------: ORDER INSTITUTING ADMINISTRA- In the Matter of : TIVE PROCEEDINGS PURSUANT TO : SECTIONS 15(b) AND 19(h) OF Roc G. Hatfield, : THE SECURITIES EXCHANGE ACT : OF 1934, MAKING FINDINGS AND Respondent. : IMPOSING REMEDIAL SANCTIONS : ------------------------------: I The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be instituted pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") against Respondent Roc G. Hatfield ("Hatfield" or "Respondent"). II In anticipation of the institution of these proceedings, Hatfield 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, Respondent, by his Offer, consents to the entry of this Order Instituting Proceedings Pursuant To Sections 15(b) And 19(h) of the Securities Exchange Act of 1934, Making Findings And Imposing Remedial Sanctions ("Order"), admits the jurisdiction of the Commission and, without admitting or denying the findings set forth herein, except with respect to paragraphs III.A. and D., below, which are admitted, and to the entry of the findings and remedial sanctions set forth below. Accordingly, it is ordered that proceedings pursuant to Sections 15(b) and 19(h) of the Exchange Act be, and hereby are, instituted. ==========================================START OF PAGE 2====== III On the basis of this Order and Respondent's Offer, the Commission finds that:-[1]- A. From at least August 1993 until at least September 1994, Hatfield was the chief executive officer and a director of Marada Capital, Inc. ("Marada Capital"). B. Marada Capital, a Florida corporation, operated as an unregistered broker-dealer and had offices in at least seven states. Hatfield was a control person of Marada Capital. C. Hatfield entered into agreements with independent contractors to operate under the name Marada Capital for purposes of selling the stock ("Marada stock") of subsidiaries of Marada Global Corporation ("Marada Global"). These salesmen were given the titles of "vice presidents" of Marada Capital. D. On September 8, 1995, a final judgment of permanent injunction and other relief was entered, by consent, against Hatfield, permanently enjoining him, directly, indirectly and/or as a control person, from violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Sections 10(b), 15(a)(1) and 15(g) of the Exchange Act, and Rules 10b-5, 15g-2, 15g-4, 15g-5 and 15g-9, thereunder. SEC v. Marada Global Corporation, et al., Case No. 94-1504-CIV-T-21A (M.D. Fla.). E. The Commission's complaint alleged, in part, that Marada Capital, Hatfield, and Marada Global (collectively "Defendants"), in connection with the offer, purchase and sale of penny stocks, violated the registration, antifraud, broker-dealer registration and penny stock disclosure provisions of the federal securities laws. In particular, the complaint alleged that Defendants made misrepresentations to investors concerning, among other things, purported agreements between Marada Global and foreign governments to operate an airline and develop and operate hotels and casinos and the ability of Marada stock to be listed on the NASDAQ stock exchange. The complaint further alleged that the Defendants omitted to state material facts including that: (a) Marada Capital's "vice presidents" had no duties other than to sell Marada stock and that they received up to 40% commissions on their sales; (b) key officers and/or directors of Marada Global and Marada Capital had an extensive aggregate disciplinary history; (c) there were serious impediments to Marada Global ---------FOOTNOTES---------- -[1]- The findings herein are made pursuant to Hatfield's Offer of Settlement and are not binding on any other person or entity named as a respondent in this or any other proceeding. ==========================================START OF PAGE 3====== having its stock listed on NASDAQ; and (d) Marada Global did not own its only substantial asset free-and-clear. IV In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in the Respondent's Offer. ACCORDINGLY, IT IS FURTHER ORDERED that: A. Hatfield is hereby barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company. B. Hatfield is hereby barred from participating in any offering of a penny stock. By the Commission. Jonathan G. Katz Secretary