UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 42719 / April 25, 2000

ADMINISTRATIVE PROCEEDING
File No. 3-10192

In the Matter of Gerald M. Wetzler, Respondent.

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ORDER INSTITUTING CEASE- AND-DESIST PROCEEDINGS PURSUANT TO SECTION 21C OF THE SECURITIES EXCHANGE ACT OF 1934 AND FINDINGS AND ORDER OF THE COMMISSION

I.

The Commission deems it appropriate that public administrative proceedings be, and they hereby are, instituted pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") to determine whether Gerald M. Wetzler ("Wetzler") violated (or caused violations of) Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

II.

In anticipation of the institution of these administrative proceedings, Wetzler ("the Respondent") has submitted an Offer of Settlement which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, the Respondent, without admitting or denying the matters set forth herein, consents to the issuance of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Findings and Order of the Commission ("the Order"), and to the entry of the findings, and imposition of the remedial sanctions set forth below.

III.

On the basis of this Order and the Respondent's Offer of Settlement ("Offer"), the Commission finds the following:

A. FACTS

1. Respondent

Gerald M. Wetzler, age 61, served as chairman of the board of directors and chief executive officer of American Film Technologies, Inc. ("American Film") from October 26, 1993 until his resignation on September 13, 1999. Wetzler is and has been a beneficial owner of more than ten percent of the equity securities of American Film.

2. Issuer

American Film Technologies, Inc., a Delaware corporation with principal offices in New York, New York, formerly created color versions of motion pictures and television programs originally produced in black-and-white.

According to American Film's Annual Report on Form 10-K for the year ended June 30, 1999, American Film had total assets of $195,186 and a deficit of shareholders' equity of over $2.5 million. American Film had 138,577,531 shares of common stock outstanding as of September 30, 1999. American Film reported a net loss of $726,829, or $.01 per common share, for the year ended June 30, 1999. American Film's common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act. As a result of American Film's bankruptcy proceedings, the shares of its common stock were delisted from NASDAQ and now trade on a limited basis in the "pink sheets."

B. APPLICABLE LAW

Section 13(d) of the Exchange Act and Rule 13d-1 thereunder, in relevant part, provide that any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a company registered pursuant to Section 12 of the Exchange Act, is directly or indirectly the beneficial owner of more than 5 percent of such security, shall, within 10 days after such acquisition, file a Schedule 13D with the Commission and the appropriate Exchange.¹ Rule 13d-2(a) requires that amendments to Schedule 13D be promptly filed if any material change to the facts set forth in the Schedule 13D occurs. A change of one percent or more in the reporting person's beneficial ownership of the specified securities is deemed material for the purposes of Rule 13d-2(a).

Section 16(a) of the Exchange Act requires that beneficial owners of more than ten percent of any class of any equity security registered pursuant to Section 12 of the Exchange Act and the officers and directors of the issuer of any such security (hereinafter "insider") file a statement with the Commission by the effective date of a registration statement filed pursuant to Section 12 of the Exchange Act, or within ten days of becoming such officer, director or beneficial owner, reporting the amount of all equity securities of such issuer of which they are a beneficial owner. Section 16(a) also requires an insider to file with the Commission within ten days after the close of each calendar month, if there has been a change in the insider's ownership of the issuer's equity securities during such month, a statement indicating such changes. The rules enacted pursuant to Section 16(a) provide that an initial statement by an insider is to be made on a Form 3 and subsequent statements of changes in beneficial ownership are to be made on a Form 4 or a Form 5.

C. WETZLER'S VIOLATIONS OF SECTIONS 13(d) and 16(a)

OF THE EXCHANGE ACT AND THE RULES THEREUNDER

Wetzler has failed to file or failed to timely file two Schedules 13D and twenty-two amendments thereto, resulting in delinquencies ranging from one week to four years and four months. In addition, Wetzler failed to file or failed to timely file twenty-seven Forms 4 (with delinquency periods ranging from one week to more than two years and eleven months), and four Forms 5 (with delinquency periods ranging from more than one month to more than two years and six months). The total value of the transactions in American Film stock for which Wetzler filed late Forms 4 and 5 is approximately $1,236,161.

Wetzler's history of delinquency, compiled from the ownership reports he has filed with the Commission for American Film, is set forth below:

IV.

FINDINGS

Based on the above, the Commission finds that Wetzler violated Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

V.

OFFER OF SETTLEMENT

Wetzler has submitted an Offer of Settlement in this proceeding which the Commission has determined to accept. Wetzler, in his Offer, consents to this Order making findings, as set forth above, and ordering him to cease and desist from committing or causing any violations of, and committing or causing any future violations of, Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

VI.

ORDER

Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C of the Exchange Act, that Wetzler cease and desist from committing or causing any violations of, and committing or causing any future violations of, Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2 and 16a-3 promulgated thereunder.

By the Commission.

Jonathan G. Katz
Secretary

¹

The Commission adopted amendments to Regulation 13D-G under the Exchange Act, permitting certain large shareholders to use short form Schedule 13G, rather than long form Schedule 13D, to report accumulations and changes in stock holdings. The shareholders that will be permitted to use Schedule 13G under these amendments are ones that own less than 20% and that do not have the purpose or effect of changing or influencing control of the issuer. See Release No. 34- 39538, January 12, 1998 (63 Fed. Reg. 2854, January 16, 1998.)