SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 18021 / March 7, 2003
SEC OBTAINS OFFICER AND DIRECTOR BAR AGAINST ALLEN WEINTRAUB AND OBTAINS INJUNCTIONS AGAINST FLORIDA STOCK TRANSFER, INC., VECTOR HOLDINGS CORP. AND ALLEN E. WEINTRAUB
SECURITIES AND EXCHANGE COMMISSION v. FLORIDA STOCK TRANSFER, INC., VECTOR HOLDINGS CORP., and ALLEN E. WEINTRAUB, Case No. 02-23048-CIV-Ungaro-Benages (S.D. Fla., filed October 15, 2002).
The Securities and Exchange Commission (SEC) announced that on February 20, 2003, the Honorable Ursula Ungaro-Benages, United States District Judge for the Southern District of Florida entered a permanent officer and director bar against Allen E. Weintraub (Weintraub), by his consent, without admitting or denying the allegations in the Complaint. Weintraub is permanently enjoined and restrained from acting as a director or officer of any issuer having a class of securities registered with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934 (Exchange Act), 15 U.S.C. § 78l, or that is required to file reports pursuant to Section 15(d) of the Exchange Act, 15 U.S.C. § 68o(d). Previously, on November 5, 2002, Defendants Florida Stock Transfer, Inc. (FST), Vector Holdings Corp. (Vector), and Weintraub, consented to the entry of Judgment of Permanent Injunction and Other Relief (Judgment) without admitting or denying the allegations in the Complaint.
In its Complaint, the SEC alleged that Vector's transfer agent, FST, which was under the exclusive control of Weintraub, engaged in violations of the transfer agent rules under the federal securities laws. The Complaint alleged, among other things, that FST did not produce all documents requested by SEC examiners during an examination of FST, did not create and maintain a daily log, and kept an incomplete and inaccurate master securityholder file for Vector. Further, the Complaint alleged that since Weintraub gained control of Vector, its filings with the SEC have failed to disclose Weintraub's checkered past, which included multiple fraud-related felonies and unsatisfied judgments. The Complaint also alleged that Vector misrepresented Weintraub's background in its annual report for the year ended December 31, 2001 which was later also incorporated by reference into a Form S-8 registration statement. The Complaint further alleged Weintraub profited from Vector's misrepresentations and omissions by dumping millions of Vector shares into the public market for a profit.
The November 5, 2002 Judgment permanently enjoins FST from violating Sections 17(a)(1), 17(a)(3), 17A(d)(1) of the Exchange Act and Rules 17Ac2-1, 17Ad-6, 17Ad-7, 17Ad-10, 17Ad-11, 17Ad-12, 17Ad-15, 17Ad-16, 17Ad-17, and 17f-2 thereunder, and enjoins Weintraub from aiding and abetting those violations. The Judgment further enjoins Vector and Weintraub from violating Sections 17(a) of the Securities Act of 1933 (Securities Act), Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Weintraub from violating Rule 13b2-2; Vector from violating Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11 and 13a-13 thereunder, and Weintraub from aiding and abetting Vector's violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11 and 13a-13 thereunder. Weintraub was also ordered, pursuant to the Judgment to pay disgorgement and civil penalties in an amount to be determined, upon the SEC's motion. FST was also ordered to pay civil penalties to be determined upon the SEC's motion