United States District Court, C.D. California, Southern Division
AMENDED FINAL JUDGMENT AS TO DEFENDANT DAVID L.
PARKER [257]
THE
HONORABLE DAVID O. CARTER UNITED STATES DISTRICT JUDGE.
The
Securities and Exchange Commission having filed a Complaint
and Defendant David L. Parker ("Defendant") having
entered a general appearance; consented to the Court's
jurisdiction over Defendant and the subject matter of this
action; consented to entry of this Final Judgment without
admitting or denying the allegations of the Complaint (except
as to jurisdiction and except as otherwise provided herein in
Paragraph VI); waived findings of fact and conclusions of
law; and waived any right to appeal from this Final Judgment:
I.
IT IS
HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently restrained and enjoined from violating, directly
or indirectly. Section 10(b) of the Securities Exchange Act
of 1934 (the "Exchange Act") [15 U.S.C. §
78j(b)] and Rule 10b-5 promulgated thereunder [17 C.F.R.
§ 240.10b-5], by using any means or instrumentality of
interstate commerce, or of the mails, or of any facility of
any national securities exchange, in connection with the
purchase or sale of any security:
(a) to employ any device, scheme, or artifice to defraud;
(b) to make any untrue statement of a material fact or to
orbit to state a material fact necessary in order to make the
statements made, hi the light of the circumstances under
which they were made, not misleading; or
(c) to engage in any act, practice, or course of business
which operates or would operate as a fraud or deceit upon any
person.
IT IS
FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing
paragraph also binds the following who receive actual notice
of this Final Judgment by personal service or otherwise: (a)
Defendant's officers, agents, servants, employees, and
attorneys: and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
II..
IT IS
HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section
14(e) of the Exchange Act [15 U.S.C. § 78n(e)] and Rule
14e-3 [17 C.F.R. § 240.14e-3] promulgated thereunder, in
connection with any tender offer or request or invitation for
tenders, from engaging in any fraudulent, deceptive, or
manipulative act or practice, by:
(a) purchasing or selling or causing to be purchased or sold
the securities sought or to be sought in such tender offer,
securities convertible into or exchangeable for any such
securities or any option or right to obtain or dispose of any
of the foregoing securities while in possession of material
information relating to such tender offer that Defendant
knows or has reason to know is nonpublic and knows or has
reason to know has been acquired directly or indirectly from
the offering person; the issuer of the securities sought or
to be sought by such tender offer; or any officer, director,
partner, employee or other person acting on behalf of the
offering person or such issuer, unless within a reasonable
time prior to any such purchase or sale such information and
its source are publicly disclosed by press release or
otherwise; or
(b) communicating material, nonpublic information relating to
a tender offer, which Defendant knows or has reason to know
is nonpublic and knows or has reason to know has been
acquired directly or indirectly from the offering person; the
issuer of the securities sought or to be sought by such
tender offer; or any officer, director, partner, employee,
advisor, or other person acting on behalf of the offering
person of such issuer, to any person under circumstances in
which it is reasonably foreseeable that such communication is
likely to result in the purchase or sale of securities in the
manner described in subparagraph (a) above, except that this
paragraph shall not apply to a communication made in good
faith
(i) to the officers, directors, partners or employees of the
offering person, to its advisors or to other persons,
involved in the planning, financing, preparation or execution
of such tender offer;
(ii) to the issuer whose securities are sought or to be
sought by such tender offer, to its officers, directors,
partners, employees or advisors or to other persons involved
in the planning, financing, preparation or execution of the
activities of the issuer with respect to such tender offer;
or (iii) to any person ...