==========================================START OF PAGE 1====== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. SECURITIES AND EXCHANGE COMMISSION v. COMPARATOR SYSTEMS CORPORATION, ROBERT REED ROGERS, SCOTT HITT AND GREGORY ARMIJO, Civil Action No. 96-3856 (LGB) (C.D. Ca.) Litigation Release No. 14927 / May 31, 1996 Accounting and Auditing Enforcement Release No. 786 / May 31, 1996 The U.S. Securities and Exchange Commission announced today that on May 31, 1996 it filed a lawsuit in federal district court in Los Angeles, California, alleging violations of the antifraud, books and records, and reporting provisions of the federal securities laws by Comparator Systems Corporation, company Chairman and CEO Robert Reed Rogers, director and vice-president Gregory Armijo, and former executive vice-president Scott Hitt. The Commission's complaint alleges that the defendants (including Comparator itself) sold tens of millions of shares of Comparator stock to investors while making material misrepresentations concerning the financial status of the Company, the Company's purported proprietary interest in certain fingerprint identification technology, and the company's other business activities. The Commission's complaint alleges that Comparator issued false and misleading financial statements for the fiscal years ending June 30, 1994 and June 30, 1995 and for the first three quarters of fiscal year 1996, which grossly inflated the company's assets throughout that period. The Complaint further alleges that Rogers, Hitt and Armijo caused Comparator to file these false financial statements for the purpose of enabling Comparator common stock to remain listed for trading on the National Association of Securities Dealers' Automated Quotation ("NASDAQ") SmallCap Market System and to facilitate the sale of Comparator common stock to the public. The Complaint also alleges that the defendants made mater- ially false and misleading statements to investors and prospective investors concerning Comparator's technology, including claims that Comparator owned certain patents and licenses that in fact it did not own. According to the Complaint, defendants, among other fraudulent misrepresentations, claimed that Comparator had developed a new generation of fingerprint identification technology with substantial market potential, and demonstrated to prospective investors a device purportedly employing that new technology. The Complaint alleges that, in fact, Rogers and Hitt had stolen a prototype of a device developed by individuals not associated with Comparator, who were actively attempting to have the device returned. On May 31, 1996, the Honorable Lourdes G. Baird, on ex parte application of the Commission, has entered a temporary restraining order prohibiting violations of the anti-fraud and other provisions of the federal securities laws and freezing the assets of the individual defendants. The Commission's complaint alleges that defendants' fraudulent misrepresentations and omissions violated Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, and that defendants' conduct in connection with Comparator's false and misleading Commission filings violated Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13, and 12b-20 thereunder. In addition, the Commission's complaint alleges that defendants' falsification of Comparator's books and records and failure to implement proper internal controls constituted violations of Section 13(b)(2)(A) and (B) of the Exchange Act by all defendants and, in addition, violations of Section 13(b)(5) of the Exchange Act and Rule 13b2-1 by Rogers, Hitt and Armijo. The Commission seeks, from all defendants, permanent injunctions against future violations of the above provisions of the federal securities laws and civil penalties and, in addition, an order barring Rogers, Hitt and Armijo from serving in the future as an officer or director of any public corporation. The Commission's investigation is continuing as to other issues concerning Comparator and trading in its securities. The Commission acknowledges the assistance of the National Association of Securities Dealers in conducting its investigation.