UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 40502 / September 30, 1998 Administrative Proceeding File No. 3-9746 ______________________________ : In The Matter Of : ORDER INSTITUTING PUBLIC : ADMINISTRATIVE PROCEEDINGS Douglas C. Selander, : PURSUANT TO SECTIONS 15(b)(6) : AND 19(h) OF THE SECURITIES Respondent. : EXCHANGE ACT OF 1934, : MAKING FINDINGS, AND IMPOSING : REMEDIAL SANCTIONS ______________________________: I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that a public administrative proceeding pursuant to Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") be, and hereby is, instituted against respondent Douglas C. Selander ("Selander"). II. In anticipation of the institution of this proceeding, Selander has submitted an Offer of Settlement ("Offer"), which the Commission has determined is in the public interest to accept. Solely for the purpose of this proceeding, and any other proceeding brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings set forth herein, except as to the fact of his criminal conviction set forth in paragraph III.C. below, which he admits, Selander consents to the entry of the findings and the imposition of the sanctions set forth in this Order Instituting Public Administrative Proceedings Pursuant To Sections 15(b)(6) And 19(h) Of The Securities Exchange Act Of 1934, Making Findings, And Imposing Remedial Sanctions ("Order"). III. On the basis of this Order and Offer, the Commission finds that: A. Selander was born on December 10, 1953 and is a resident of Eden Prairie, Minnesota. B. Selander was associated with L'Argent Securities, a registered broker-dealer, which is now defunct, from approximately July 1986 to October 1989. C. On December 7, 1990, in the United States District Court for the District of New Jersey, Selander plead guilty to one felony count under 18 U.S.C. 371 for conspiracy to commit wire fraud, mail fraud, and securities fraud. The Court entered the judgment of conviction on December 19, 1996. United States of America v. Douglas Selander, Cr. 90- 586 (D.N.J.) (JWB). D. The Information underlying the criminal conviction charged, among other things, that (1) In 1988, while he was associated with L'Argent Securities, Selander participated in a scheme to manipulate the securities of Vista Capital Corp. ("Vista"), Castleton Investors Corp. ("Castleton"), Acclaim Entertainment, Inc. ("Acclaim"), Enflex Corporation, Inc. ("Enflex"), Shabu Gold Mines Limited ("Shabu"), and Bellatrix Corp. ("Bellatrix") by: (a) purchasing Vista, Castleton, Acclaim, Enflex, Shabu, and Bellatrix securities for his customers' accounts at times and prices, and from brokerage firms determined by his co-conspirators; and (b) selling Vista, Castleton, Acclaim, Enflex, Shabu, and Bellatrix securities from his customers' accounts at times and prices, and to brokerage firms determined by his co-conspirators. (2) For his participation in the manipulation scheme, Selander received, at various times, free securities, securities below the manipulated market price, guaranteed profits, cash, participation in the future offerings of other manipulated securities, and assistance in other manipulation schemes being controlled by his co- conspirators. E. Vista was at all relevant times a reporting company registered with the Commission pursuant to Section 15(d) of the Exchange Act, 15 U.S.C. 78o(d). Vista's common stock was traded over the counter and listed in the Pink Sheets. The common stock of Vista was not registered or approved for registration upon notice of issuance on a national securities exchange, nor was such security authorized, or approved for authorization upon notice of issuance, for quotation on an automated quotation system sponsored by a registered securities association, nor was such security issued by a registered investment company. At all times relevant to this matter the price of Vista common stock was less than five dollars per share. At no time relevant to this matter did Vista have net tangible assets in excess of $2,000,000 nor average revenue of $6,000,000 for a three year period. F. Ballatrix was at all relevant times a reporting company registered with the Commission pursuant to Section 15(d) of the Exchange Act, 15 U.S.C. 78o(d). Bellatrix's common stock was traded over the counter and listed in the Pink Sheets. The common stock of Bellatrix was not registered or approved for registration upon notice of issuance on a national securities exchange, nor was such security authorized, or approved for authorization upon notice of issuance, for quotation on an automated quotation system sponsored by a registered securities association, nor was such security issued by a registered investment company. At all times relevant to this matter the price of Bellatrix common stock was less than five dollars per share. At no time relevant to this matter did Bellatrix have net tangible assets in excess of $2,000,000 nor average revenue of $6,000,000 for a three year period. G. On December 19, 1996, the Court sentenced Selander to four years probation, six months detention in a halfway house or similar facility, and ordered him to pay a $4,000 fine and a $50 special assessment. IV. In view of the foregoing, the Commission deems it appropriate and in the public interest to accept Selander's Offer and to impose the sanctions which are set forth in the Offer. Accordingly, IT IS HEREBY ORDERED that: 1. Effective immediately, Selander be, and hereby is, barred from association with any broker, dealer, investment adviser, investment company or municipal securities dealer; and 2. Effective immediately, Selander be, and hereby is, barred from participating in any offering of penny stock, including (i) acting as a promoter, finder, consultant, agent or issuer for purposes of the issuance of or trading in any penny stock, or (ii) inducing or attempting to induce the purchase or sale of any penny stock. By the Commission. Jonathan G. Katz Secretary Service List Rule 141 of the Commission's Rules of Practice provides that the Secretary, or another duly authorized officer of the Commission, shall serve a copy of all written orders or decisions issued by the Commission or by a hearing officer. The attached Order Instituting Public Administrative Proceedings Pursuant To Sections 15(b)(6) And 19(h) Of The Securities Exchange Act Of 1934, Making Findings, And Imposing Sanctions has been sent to the following parties and other persons entitled to notice: Honorable Brenda P. Murray Chief Administrative Law Judge Securities and Exchange Commission 450 5th Street, N.W., Mail Stop 11-6 Washington, D.C. 20549 Securities and Exchange Commission Northeast Regional Office Seven World Trade Center New York, New York 10048 Attn.: Lamond William Kearse, Esq. Douglas C. Selander 17200 Barberry Circle Eden Prairie, Minnesota 55346 Jill Peterson Senior Counsel Branch of Regional Office Assistance Securities and Exchange Commission 450 5th Street, N.W., Mail Stop 8-9 Washington, D.C. 20549 Administrative Proceeding File No. 3 - UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION ______________________________ : In The Matter Of : : OFFER OF SETTLEMENT OF Douglas C. Selander, : DOUGLAS C. SELANDER : Respondent. : : : ______________________________: I. Douglas C. Selander ("Selander"), pursuant to Rule 240(a) of the Rules of Practice of the Securities and Exchange Commission ("Commission"), 17 C.F.R. 201.240(a), submits this Offer of Settlement of Douglas C. Selander ("Offer") in anticipation of the institution of a public administrative proceeding against him pursuant to Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act"). II. This Offer is submitted solely for the purpose of settling this proceeding and with the express understanding that it will not be used in any way in this or any other proceeding unless the Offer is accepted by the Commission. If the Offer is not accepted by the Commission, the Offer is withdrawn without prejudice to Selander and shall not become a part of the record in this or any other proceeding, except for the waiver expressed in Section IV with respect to Rule 240.(c)(5) of the Commission's Rules of Practice, 17 C.F.R. 201.240(c)(5). III. On the basis of the foregoing, Selander hereby: A. Admits the jurisdiction of the Commission over him and over the matters set forth in the Order Instituting Public Administrative Proceedings Pursuant To Sections 15(b)(6) And 19(h) Of The Securities Exchange Act Of 1934, Making Findings, And Imposing Remedial Sanctions ("Order"); and B. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings set forth in paragraph III.B.1. below, except as to the fact of his criminal conviction set forth in paragraph III.B.1.c. below, which he admits, Selander consents to the entry of an Order by the Commission: 1. Making findings that: a. Selander was born on December 10, 1953 and is a resident of Eden Prairie, Minnesota. b. Selander was associated with L'Argent Securities, a registered broker-dealer, which is now defunct, from approximately July 1986 to October 1989. c. On December 7, 1990, in the United States District Court for the District of New Jersey, Selander plead guilty to one felony count under 18 U.S.C. 371 for conspiracy to commit wire fraud, mail fraud, and securities fraud. The Court entered the judgment of conviction on December 19, 1996. United States of America v. Douglas Selander, Cr. 90-586 (D.N.J.) (JWB). d. The Information underlying the criminal conviction charged, among other things, that (1) In 1988, while he was associated with L'Argent Securities, Selander participated in a scheme to manipulate the securities of Vista Capital Corp. ("Vista"), Castleton Investors Corp. ("Castleton"), Acclaim Entertainment, Inc. ("Acclaim"), Enflex Corporation, Inc. ("Enflex"), Shabu Gold Mines Limited ("Shabu"), and Bellatrix Corp. ("Bellatrix") by: (a) purchasing Vista, Castleton, Acclaim, Enflex, Shabu, and Bellatrix securities for his customers' accounts at times and prices, and from brokerage firms determined by his co-conspirators; and (b) selling Vista, Castleton, Acclaim, Enflex, Shabu, and Bellatrix securities from his customers' accounts at times and prices, and to brokerage firms determined by his co-conspirators. (2) For his participation in the manipulation scheme, Selander received, at various times, free securities, securities below the manipulated market price, guaranteed profits, cash, participation in the future offerings of other manipulated securities, and assistance in other manipulation schemes being controlled by his co-conspirators. e. Vista was at all relevant times a reporting company registered with the Commission pursuant to Section 15(d) of the Exchange Act, 15 U.S.C. 78o(d). Vista's common stock was traded over the counter and listed in the Pink Sheets. The common stock of Vista was not registered or approved for registration upon notice of issuance on a national securities exchange, nor was such security authorized, or approved for authorization upon notice of issuance, for quotation on an automated quotation system sponsored by a registered securities association, nor was such security issued by a registered investment company. At all times relevant to this matter the price of Vista common stock was less than five dollars per share. At no time relevant to this matter did Vista have net tangible assets in excess of $2,000,000 nor average revenue of $6,000,000 for a three year period. f. Ballatrix was at all relevant times a reporting company registered with the Commission pursuant to Section 15(d) of the Exchange Act, 15 U.S.C. 78o(d). Bellatrix's common stock was traded over the counter and listed in the Pink Sheets. The common stock of Bellatrix was not registered or approved for registration upon notice of issuance on a national securities exchange, nor was such security authorized, or approved for authorization upon notice of issuance, for quotation on an automated quotation system sponsored by a registered securities association, nor was such security issued by a registered investment company. At all times relevant to this matter the price of Bellatrix common stock was less than five dollars per share. At no time relevant to this matter did Bellatrix have net tangible assets in excess of $2,000,000 nor average revenue of $6,000,000 for a three year period. g. On December 19, 1996, the Court sentenced Selander to four years probation, six months detention in a halfway house or similar facility, and ordered him to pay a $4,000 fine and a $50 special assessment. 2. Ordering that: a. Effective immediately, Selander be barred from association with any broker, dealer, investment adviser, investment company or municipal securities dealer; and b. Effective immediately, Selander be barred from participating in any offering of penny stock, including (i) acting as a promoter, finder, consultant, agent or issuer for purposes of the issuance of or trading in any penny stock, or (ii) inducing or attempting to induce the purchase or sale of any penny stock. IV. By submitting this Offer, Selander hereby acknowledges his waiver of those rights specified in Rules 240(c)(4) and 240(c)(5) of the Commission's Rules of Practice, 17 C.F.R. 201.240(c)(4) and 201.240(c)(5). V. Selander states that he has read and understands the foregoing Offer; he understands that final acceptance by the Commission of this Offer will only be by means of the issuance of its findings and order and opinion, if any, issued in this proceeding; and he recognizes and avers that this Offer is made voluntarily, and that no promises, offers, threats or inducements of any kind or nature whatsoever has been made by the Commission or any member, officer, employee, agent or representative of the Commission in consideration of this Offer or otherwise, to induce him to submit this Offer. VI. Selander acknowledges that he has been informed that the Commission, in its sole and exclusive discretion, may refer or grant access to this matter, or any information or evidence gathered in connection therewith, or derived therefrom, to any person or entity having appropriate civil, administrative or criminal jurisdiction. VII. Selander understands that it is the Commission's policy set forth in 17 C.F.R. 202.5(e) not to permit a respondent to consent to an order that imposes a sanction while denying the allegations and findings contained in that order. In compliance with the Commission's policy, Selander neither admits nor denies the findings contained in paragraph III.B.1. above, except as to the fact of his criminal conviction set forth in paragraph III.B.1.c. above, which he admits. Selander further agrees: (i) not to take any action or to make or permit to be made any public statement denying, directly or indirectly, any allegation in the Order or creating the impression that the Order is without factual basis; and (ii) that upon the filing of this Offer, Selander hereby withdraws any papers filed in this proceeding to the extent that they deny any allegation in the Order. If Selander breaches this agreement, the Division of Enforcement may petition the Commission to vacate the Order and restore this proceeding to its active docket. Nothing in this paragraph affects Selander's testimonial obligations or right to take legal positions in other non-Commission litigation or proceedings. Dated: June , 1997 ___________________________ Douglas C. Selander STATE OF MINNESOTA ) ) ss.: COUNTY OF ) On this day of June 1997, before me personally appeared Douglas C. Selander, to me known to be the person who executed the foregoing Offer of Settlement, and he acknowledged to me that he executed the same. _______________________________ Notary Public