UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 38496 / April 10, 1997 Administrative Proceedings File No. 3 - 9293 ______________________________ : : ORDER INSTITUTING PUBLIC In the Matter of : ADMINISTRATIVE PROCEEDING : PURSUANT TO SECTIONS 15(b) JANAK C. PATEL, : AND 19(h) OF THE SECURITIES : EXCHANGE ACT OF 1934, Respondent. : MAKING FINDINGS, AND : IMPOSING REMEDIAL SANCTION : ______________________________: 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) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") be, and hereby is, instituted against respondent Janak C. Patel ("Patel"). II. In anticipation of the institution of this proceeding, Patel 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 below, except admitting the entry of the injunction and a conviction for mail fraud, Patel consents to the issuance of this Order, and the findings and remedial sanction set forth below. III. On the basis of this Order and the Offer, the Commission finds that: A. Patel, age 39, was a registered representative associated with Chatfield Dean, Inc., a broker-dealer registered with the Commission, from March 3, to July 7, 1992. ==========================================START OF PAGE 2====== B. Royce Laboratories, Inc. ("Royce") is a corporation organized under the laws of the State of Florida, with principal offices located in Miami, Florida. Royce is engaged in the development, manufacture and marketing of prescription and over- the-counter generic pharmaceuticals. Royce's securities are registered with the Commission pursuant to Section 12(g) of the Exchange Act, and its common stock, warrants and units are quoted on the National Association of Securities Dealers Automated Quotation System, non-National Market System. C. On September 10, 1991, while in possession of material, nonpublic information concerning Royce, Patel purchased 4,200 shares of Royce common stock. D. On or about September 10, 1991, Patel communicated material, nonpublic information concerning Royce to one of his brothers-in-law, who then purchased Royce common stock. E. On or about April 4, 1992, Patel communicated material, nonpublic information concerning Royce to two of his brothers-in- law. F. On April 5, 1992, Patel, while in possession of material, nonpublic information concerning Royce, sold 5,100 shares of Royce common stock. On April 6, 1992, while in possession of the same material, nonpublic information concerning Royce, Patel sold an additional 1,200 shares of Royce common stock. G. At the time the events described in Paragraphs III.C. through III.F. above occurred, Patel knew or was reckless in not knowing that the material, nonpublic information concerning Royce had been conveyed to him as a result of a breach of a fiduciary duty or similar duty arising out of a relationship of trust and confidence. H. As a result of the conduct described above, Patel willfully violated Section 17(a) of the Securities Act of 1933 ("Securities Act"), and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. I. On September 5, 1996, the Commission commenced a civil action against Patel and others, captioned SEC v. Abul Bhuiyan, et al., 96 Civ. 4384 (JS) (E.D.N.Y.), alleging, among other things, that Patel violated Section 17(a) of the Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5, by engaging in the conduct described above. In that civil action, on ______, 1997, Patel was, among other things, permanently enjoined on consent by the United States District Court for the Eastern District of New York from future violations of Section 17(a) of the Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5. ==========================================START OF PAGE 3====== J. On April 22, 1996, Patel was convicted in the United States District Court for the Northern District of Illinois on one count of mail fraud, 18 U.S.C.  1341, 1346, for conduct unrelated to that described above. United States v. Janak C. Patel, 96-CR-10-1 (GMM) (N.D. Ill. April 22, 1996). IV. In view of the foregoing, the Commission deems it appropriate and in the public interest to accept Patel's Offer and to impose the sanctions specified in the Offer. Accordingly, IT IS HEREBY ORDERED that, pursuant to Section 15(b) of the Exchange Act, Patel be, and hereby is, barred from association with any broker, dealer, investment adviser, investment company or municipal securities dealer. By the Commission. Jonathan G. Katz Secretary