UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 38508 / April 15, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9136 ------------------------------------ : : In the Matter of : ORDER MAKING : FINDINGS AND STEVEN N. WEISS, : CEASE-AND-DESIST : ORDER Respondent. : ------------------------------------ I. Steven N. Weiss ("Respondent") has submitted an Offer of Settlement ("Offer") for the purpose of disposing of the issues raised by this proceeding. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the matters set forth herein, Respondent consents to the issuance of the Order Making Findings and Cease- and-Desist Order ("Order") set forth herein.1/ 1/ In a related matter, Montgomery Medical Ventures II, L.P. ("MMVII") and Montgomery Medical Partners II, L.P. ("MMPII") consented, without admitting or denying the allegations, to a Commission order that they cease and desist from violating Sections 13(d), 13(g), and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, and 16a-2 and 16a-3 thereunder, In the Matter of Montgomery Medical Ventures, L.P., et al., Admin. Proc. No. 3-9028, and consented, without admitting or denying the allegations, to a final judgment ordering them to pay civil penalties of $15,000 each, SEC v. Montgomery Medical Ventures, L.P., et al., Civil Action No. 96-1444 (D.D.C. 1996). On September 30, 1996, the Commission issued an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 ==========================================START OF PAGE 2====== The Commission has determined that it is appropriate and in the public interest to accept Respondent's Offer and accordingly is issuing this Order. II. Based on the foregoing, the Commission finds that:2/ A. FACTS 1. Respondent Respondent, Steven N. Weiss, age 50, is a resident of Healdsburg, California. Respondent has been a general partner of MMPII from its formation in 1987. Respondent became co-managing partner of MMPII in or about April 1993. Respondent was at all relevant times an indirect beneficial owner of the securities beneficially owned by MMVII. During the relevant period, Respondent did not individually purchase or sell any of the equity securities referred to herein. 2. Related Parties a. MMVII is a California limited partnership with its principal offices in San Francisco, California. MMVII is an investment partnership that engages in early-stage financing and acquisition of investments in health care and medical technology companies. MMVII is or was the direct or indirect beneficial owner of more than ten percent of the equity securities of, among other securities, Advanced Medical, Inc. ("Advanced Medical"), Finet Holdings Corporation ("Finet"), and Somatix Therapy Corporation ("Somatix"). b. MMPII is a California limited partnership with its principal offices in San Francisco, California. MMPII, as the general partner of MMVII, is or has been at all relevant times the indirect beneficial owner of the equity securities beneficially owned by MMVII. 3. Issuers a. Advanced Medical, Inc. Advanced Medical, Inc. (formerly known as Advanced Medical Technologies, Inc.), is incorporated in Delaware with its against Stephen J. Sogin and Steven N. Weiss. 2/ The findings herein are made pursuant to Respondent's Offer and are not binding on any other person or entity in this or any other proceeding. ==========================================START OF PAGE 3====== principal offices in San Diego, California. Advanced Medical through its major operating subsidiary, IMED Corporation, is engaged in the development and manufacturing of infusion systems and related technologies for the health care industry. According to Advanced Medical's most recent Annual Report on Form 10-K for its fiscal year ended December 31, 1995, it had total assets of $169.6 million and had stockholders' equity of over $31.5 million. As of March 21, 1996, Advanced Medical had 16,135,125 shares of common stock outstanding. Advanced Medical reported net income of $27,454,000 or $.83 per share, assuming full dilution, for its 1995 fiscal year. Advanced Medical's common stock has been registered with the Commission pursuant to Section 12(b) of the Exchange Act since March 27, 1989, and is traded on the American Stock Exchange. b. Finet Holdings Corporation Finet Holdings Corporation (formerly known as William & Clarissa, Inc.), is incorporated in Delaware with its principal executive offices in San Francisco, California. Finet is the holding company for Finet Corporation, a mortgage brokerage company. According to Finet's most recent Annual Report on Form 10-K for its fiscal year ended December 31, 1994, it had total assets of approximately $4 million and stockholders' equity of approximately $3 million. As of March 30, 1995, Finet had 7,154,031 shares of common stock outstanding. Finet reported a net loss from continuing operations of over $2.7 million or $.70 per share for its 1994 fiscal year. Finet's common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since November 14, 1989. According to its filings with the Commission, during 1992 through parts of 1994, there was no established public trading market for Finet's common stock and its shares were either unpriced or periodically quoted in the pink sheets. Periodic trades have occurred since 1994 in the over-the-counter market. c. Somatix Therapy Corporation Somatix Therapy Corporation (formerly known as Hana Biologics, Inc.), is incorporated in Delaware with its principal offices in Alameda, California. Somatix is engaged in the development of gene therapy approaches to the treatment of diseases. According to Somatix's most recent Annual Report on Form 10- K for its fiscal year ended June 30, 1996, it had total assets of over $19.3 million and stockholders' equity of over $12.2 million. As of August 19, 1996, Somatix had 24,369,403 shares of common stock outstanding. Somatix reported a net loss of over ==========================================START OF PAGE 4====== $20 million or $.90 per share for its 1996 fiscal year. Somatix's common stock has been registered with the Commission pursuant to Section 12(g) of the Exchange Act since July 21, 1986, and is traded on NASDAQ. III. APPLICABLE LAW Section 13(g) [15 U.S.C.  78m(g)] of the Exchange Act and Rule 13d-1(c) [17 C.F.R. 240.13d-1(c)] thereunder, in relevant part, requires any person who, as of December 31, 1978 or as of the end of any calendar year thereafter, beneficially owns more than 5 percent of any equity security of a company registered pursuant to Section 12 of the Exchange Act [15 U.S.C.  78l] and who is not otherwise required to file a Schedule 13D, to file a Schedule 13G with the Commission within 45 days of the end of the calendar year in which the obligation arises. Rule 13d-2(b) [17 C.F.R. 240.13d-2(b)] provides that yearly amendments shall be filed to Schedule 13G reporting changes in the information previously reported. Section 13(d) [15 U.S.C.  78m(d)] of the Exchange Act and Rule 13d-1 [17 C.F.R. 240.13d-1] thereunder, in relevant part, provide that any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a company registered pursuant to Section 12 of the Exchange Act, is directly or indirectly the beneficial owner of more than 5 percent of such security, shall, within 10 days after such acquisition, file a Schedule 13D with the Commission and the appropriate Exchange. Rule 13d-2(a) [17 C.F.R. 240.13d-2(a)] requires that amendments to Schedule 13D be promptly filed if any material change to the facts set forth in the Schedule 13D occurs. A change of one percent or more in the reporting person's beneficial ownership of the specified securities is deemed material for the purposes of Rule 13d-2(a). Section 16(a) of the Exchange Act [15 U.S.C.  78p(a)] requires that beneficial owners of more than ten percent of any class of any equity security registered pursuant to Section 12 of the Exchange Act and the officers and directors of the issuer of any such security (hereinafter "insider") file a statement with the Commission by the effective date of a registration statement filed pursuant to Section 12 of the Exchange Act, or within ten days of becoming such officer, director or beneficial owner, reporting the amount of all equity securities of such issuer of which they are a beneficial owner. Section 16(a) also requires an insider to file with the Commission within ten days after the close of each calendar month, if there has been a change in the insider's ownership of the issuer's equity securities during such month, a statement indicating such changes. Rules 16a-2 and 16a- 3 [17 C.F.R.  240.16a-2 and 16a-3] enacted pursuant to Section 16(a) provide that an initial statement by an insider is to be made on a Form 3 and subsequent statements of changes in ==========================================START OF PAGE 5====== beneficial ownership are to be made on a Form 4 or a Form 5. Until May 1, 1991, the statutory filing requirements under Section 16(a) of the Exchange Act were implemented by Rule 16a-1 [17 C.F.R. 240.16a-1]. On January 10, 1991, the Commission adopted a comprehensive revision of the rules under Section 16(a) of the Exchange Act which became effective on May 1, 1991. Among other things, these amendments place the implementation of the former Rule 16a-1 filing requirements in new Rules 16a-2 and 16a- 3. IV. RESPONDENT'S VIOLATIONS OF SECTIONS 13(d), 13(g) AND 16(a) AND THE RULES THEREUNDER Respondent did not timely file for periods ranging from one year and six months to more than six years and seven months three Forms 3, reporting his beneficial interest in the common stock of three issuers, and did not timely file for periods ranging from one month to more than one year eight Forms 4. The combined value of Respondent's stock transactions in late Form 4 filings is approximately $525,000. Respondent did not timely file for periods ranging from more than two weeks to more than two months two Schedules 13D and 13G, and did not timely file for periods ranging from one week to more than two years and seven months fourteen amendments thereto, reporting acquisition or ownership, and changes thereto, in the equity securities of three issuers. Respondent's history of untimely filings, compiled from the ownership reports and schedules, which he filed with the Commission, or which were filed by MMVII or MMPII, and signed by Respondent, is set forth below: ==========================================START OF PAGE 6====== STEVEN N. WEISS Forms 3 and 4 Advanced Medical, Inc. (formerly Advanced Medical Technologies, Inc.) March 27, 1989 through February 12, 1993 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 03-89 Form 3 2,631,549 03-27- 89 2y1m2w 05-10-91 Forms 4 09-91 B/O 2,586,549 10-10-91 7m1w Amend. 05-20-92 10-91 B/O 2,544,049 11-12- 91 6m1w Amend. 05-20-92 02-92 Buy 1,000 13.38 13,380 03-10- 92 11m Amend. 9,000 13.50 121,500 02-12-93 10,000 14.00 140,000 274,880 Total value late reported transactions: $ 274,880 * = Price per share rounded off B/O = Beneficial Ownership change ==========================================START OF PAGE 7====== Finet Holdings Corporation (formerly William & Clarissa, Inc.) November 14, 1989 through April 9, 1993 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late Forms 3 11-89 Form 3 11-14-89 1y6m C/S 1,067,815 05-10-91 ConvDebt 597,500 WTS 600,000 Forms 4 12-91 Buy 800 1.00 800 01-10-921m 02-14-92 01-92 Buy 10,000 .63 6,300 02-10- 92 1y1w 10,000 .75 7,500 02-16-93 13,800 06-92 Buy 35,000 5.34 186,900 07-10-921m 08-11-92 07-92 Buy 35,000 1.00 35,000 08-10- 92 6m1w 02-16-93 01-93 Buy 10,000 .63 6,300 02-10-932m 10,000 .75 7,500 04-09-93 13,800 Total value late reported transactions: $ 250,300 * = Price per share rounded off C/S = Common stock ConvDeb = Convertible debentures ==========================================START OF PAGE 8====== WTS = Warrants Somatix Therapy Corporation (formerly Hana Biologics, Inc.) December 23, 1988 through August 15, 1995 Date Month Price Due/ Apprx. of No. of Per Total Date Yrs/Mos/ Trans. Type Shares Share* $Value Rec'd Wks.Late 12-88 Form 3 12-23-88 6y7m3w* Not rec'd * = Lateness calculated through August 15, 1995 ==========================================START OF PAGE 9====== Schedule 13D Amendments Advanced Medical, Inc. (formerly Advanced Medical Technologies, Inc.) June 20, 1989 through October 24, 1994 Date Date Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 06-20-89 13D Amendment Change 06-20-89** 1w Items 1-6* 07-05-89 10-31-89 13D Amendment Change 10-31-89 1w Items 3-5 11-15-89 04-02-90 13D Amendment Change 04-02-90 4m1w Items 3-6 08-13-90 07-12-90 13D Amendment Change 07-12-90 2y7m1w Items 1-5 02-24-93 03-25-93 13D Amendment Change 03-25-93 1m2w Items 2-6 05-17-93 04-06-93 13D Amendment Change 04-06-93 10m2w Items 2,5 02-23-94 and 6 08-04-94 13D Amendment Change 08-04-94 1m Items 2, 09-14-94 4-6 10-03-94 13D Amendment Change 10-03-94 2w Item 5 10-24-94 * = Items refers to Items of Schedule 13D. ** = For the purpose of this table, the due date for amendments reflects the date the obligation to file the amendment arose. ==========================================START OF PAGE 10====== Schedules 13G, 13D and Amendments Finet Holdings Corporation (formerly William & Clarissa, Inc.) December 11, 1989 through February 14, 1995 Date Date Event Due/ Apprx. of No. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 1989 13G 740,525 12-11-89 2m 02-14-90 05-31-90 13D Amendment Change 05-31-90** 1w Items 1-5* 06-14-90 11-06-91 13D Amendment Change 11-06-91 1w Items 4,5 11-19-91 09-30-92 13D Amendment Change 09-30-92 1w Items 2-7 10-13-92 05-93 13D Amendment Change 05-93 1y Items 2-7 05-20-94 01-31-95 13D Amendment Change 01-31-95 1w Items 2,4, 02-14-95 5-7 Somatix Therapy Corporation (formerly Hana Biologics) December 23, 1988 through February 14, 1992 Date Date Event Due/ Apprx. of Triggering Date Yrs/Mos/ Trans. Type Shares Amendment Rec'd Wks.Late 12-13-88 13D 2,000,220 12-23-88 2w 01-06-89 03-14-91 13D Amendment Change 03-14-91** 10m3w Items 2, 02-14-92 4 and 5* * = Items refers to Items of Schedule 13D. ** = For the purpose of this table, the due date for amendments ==========================================START OF PAGE 11====== reflects the date the obligation to file the amendment arose. V. FINDINGS Based on the above, the Commission finds that Respondent violated Sections 13(d), 13(g) and 16(a) of the Exchange Act, and Rules 13d-1, 13d-2, 16a-2, 16a-3 and former Rule 16a-1 promulgated thereunder. VI. ORDER In view of the foregoing, the Commission deems it appropriate and in the public interest to accept Respondent's Offer of Settlement. Accordingly, IT IS HEREBY ORDERED that Respondent: Pursuant to Section 21C of the Exchange Act, cease and desist from committing or causing any violation of, and committing or causing any future violation of, Sections 13(d), 13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder. For the Commission, by its Secretary pursuant to delegated authority. Jonathan G. Katz Secretary