U. S. SECURITIES AND EXCHANGE COMMISSION PACIFIC REGIONAL OFFICE LOS ANGELES, CALIFORNIA Litigation Release No. 15716 / April 22, 1998 SECURITIES AND EXCHANGE COMMISSION V. MICHAEL W. CROW, ET AL., Civil Action No. 96-1661 S CM (S.D. Cal.) On April 20, 1998, the Honorable Edward J. Schwartz, United States District Judge for the Southern District of California entered a judgment of permanent injunction and other relief against Michael W. Crow ("Crow"). The judgment permanently enjoins Crow from violating the insider trading, antifraud, reporting, recordkeeping, internal control, and lying to an auditor provisions of the securities laws. Crow was the former president and board chairman of Wilshire Technologies, Inc. ("Wilshire"), a public company located in Carlsbad, California. [SEC v. Michael W. Crow and Peter F. Kuebler, Civil Action No. 96-1661 S CM, S.D. Cal.] (LR- 15144) Crow consented to the entry of judgment permanently enjoining him from future violations of Section 17(a) of the Securities Act of 1933 and Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-13, 13b2-1 and 13b2-2 thereunder; ordering him to pay disgorgement of $1,248,444 plus prejudgment interest of $225,773, with the judgment to be satisfied by the resolution of a related securities class action lawsuit; and barring him from serving as an officer or director of a reporting company. Crow consented to the relief without admitting or denying the allegations set forth in the Commission's first amended complaint, filed on November 1, 1996. The Commission's amended complaint alleged that Crow violated the federal securities laws by causing Wilshire to overstate its earnings, to issue materially misleading press releases and to file materially misleading periodic financial reports with the Commission. The Commission alleged in its amended complaint that Crow caused Wilshire to overstate its fiscal 1993 second and third quarter financial statements by causing Wilshire to recognize revenue on conditional sales of two new and untested products. One product, the TrimPatch, was designed as an over-the-counter appetite suppressant administered through the skin. The other product, a pipe plug, was designed to clean tubing in clean rooms in manufacturing facilities. The Commission further alleged that Crow caused Wilshire to overstate its earnings by causing Wilshire to improperly recognize a gain on a related party asset sale and an expense deduction on a disputed claim against a vendor. The Commission alleged that, in perpetrating this scheme, Crow violated the antifraud provision of Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, the reporting provisions of Section 13(a) of the Exchange Act and Rules 12b-20 and 13a- 13 thereunder, the recordkeeping provisions of Section 13(b)(2)(A) of the Exchange Act and Rule 13b2-1 thereunder, the internal control provisions of Section 13(b)(2)(B) of the Exchange Act and the lying to the auditors provision of Rule 13b2-2 of the Exchange Act. The Commission also alleged that Crow avoided losses of approximately $1.2 million by trading Wilshire stock while in possession of material non-public information about the accuracy of Wilshire's financial statements. In a related administrative proceeding, the Commission entered an order pursuant to Rule 102(e) of the Commission's Rules of Practice against Crow and accepted his offer of settlement consenting to the entry of the order without admitting or denying the findings therein. The administrative proceeding is based on the injunction and on Crow's willful violations of the securities laws and denies him the privilege of appearing or practicing as an accountant before the Commission.