U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 18943 / October 26, 2004
SEC v. Arnold Geller, et al., Civil Action No. 1:04 CV 01858 (EGS) (D.D.C. October 26, 2004); SEC v. John Joslyn, et al., Civil Action No. 1:04 CV 01857(EGS) (D.D.C. October 26, 2004)
SEC FILES CIVIL INJUNCTIVE ACTION AGAINST CURRENT AND FORMER RMS TITANTIC, INC. OFFICERS AND CIVIL PENALTY ACTION AGAINST OTHER INDIVIDUALS IN CONNECTION WITH THEIR 1999 TAKEOVER OF THE COMPANY
The Securities and Exchange Commission ("Commission") today filed a settled civil injunctive action against Arnold Geller ("Geller"), current president and director of RMS Titanic, Inc. ("RMS"), and G. Michael Harris ("Harris"), a former officer and director of RMS. In a related proceeding, the Commission filed a settled civil penalty action against John Joslyn ("Joslyn"), Joseph Marsh ("Marsh"), P. David Lucas ("Lucas"), Steven Sybesma ("Sybesma") and Jon Thompson ("Thompson"), all of whom were shareholders of RMS. According to the Commission's Complaints, between May and November 1999, these seven defendants were members of a group of insurgent shareholders that, among other things, made materially false and misleading statements in Schedule 13D filings, failed to file and timely amend Schedule 13D filings and failed to comply with certain proxy rules under the Securities Exchange Act of 1934 ("Exchange Act") in an effort to acquire control of RMS and remove certain members of its then current management.
The Commission's Complaint for injunctive relief against Geller and Harris, and the Commission's Complaint for civil penalty against the other five individuals, allege that:
Without admitting or denying the allegations in the Commission's Complaint, Geller and Harris have consented to the entry of final judgments enjoining them from violating Sections 13(d)(1), 13(d)(2) and 14(a) of the Exchange Act and Exchange Act Rules 12b-20, 13d-1(a), 13d-2(a) and 14a-3 through 14a-6. Geller also has consented to pay a civil penalty of $85,000. The final judgment as to Harris does not order him to pay a civil penalty based on his sworn representations and other documents and information submitted to the Commission concerning his financial condition. Each of the defendants named in the Commission's Complaint for civil penalty has consented, without admitting or denying the Commission's allegations, to the entry of final judgments ordering them to pay civil penalties in the following amounts: Joslyn, $75,000; Marsh, $75,000; Lucas, $30,000; Sybesma, $30,000; and Thompson, $15,000.
In addition, on October 26, 2004, the Commission instituted and simultaneously settled administrative and cease-and-desist proceedings against Joslyn, Marsh, Lucas, Sybesma, Thompson and one additional member of the group, Stanley Thomas, based on certain of their conduct in the removal action. (In the Matter of John Joslyn, et al., Administrative Proceeding File No. 3-11718 ("Order")). Without admitting or denying the findings in the Commission' Order, the respondents agreed to settle the charges against them by consenting to the Order which:
SEC Complaint in this matter (John Joslyn, Joseph Marsh, P. David Lucas, Steven Sybesma, Jon Thompson)
SEC Complaint in this matter (Arnold Geller, G. Michael Harris)