==========================================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) (JGx) (C.D. Cal.) Litigation Release No. 15056 / September 19, 1996 Accounting and Auditing Enforcement Release No. 819 / September 19, 1996 The U.S. Securities and Exchange Commission announced today that on September 16, 1996, the Honorable Lourdes G. Baird, United States District Judge, entered a Final Judgment against defendant Comparator Systems Corporation and also entered judgments against defendants Robert Reed Rogers and Gregory Armijo. The Final Judgment against Comparator permanently restrains and enjoins Comparator from violating the anti-fraud, reporting, and books and records provisions of the securities laws, specifically Section 17(a) of the Securities Act of 1933 and Sections 10(b), 13(a), and 13(b)(2)(A)-(B) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 13a-1, 13a-13, and 12b-20 thereunder. The judgments against defendants Rogers and Armijo permanently restrain and enjoin Rogers and Armijo from violating those same provisions, as well as Section 13(b)(5) of the Exchange Act and Rule 13b2-1; permanently bar Rogers and Armijo from serving in the future as an officer or director of any public corporation; and continue the freezes on Rogers's and Armijo's assets (subject to allowances for reasonable living expenses) pending the determination, following further discovery, of the appropriate amount of disgorgement and penalties to be paid by those defendants. The judgments permit Comparator's new management to employ Rogers and Armijo as consultants for a limited period, with restrictions on their compensation, and forbid Comparator from transferring any item of value to defendant Scott Hitt, against whom the litigation continues. Comparator, Rogers, and Armijo consented to the entry of the foregoing judgments without admitting or denying the allegations of the Commission's Complaint. The Complaint, filed on May 31, 1996, alleged 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 defendants Rogers, Armijo, and Hitt 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. - 2 - In a related matter, the Commission has instituted administrative proceedings against Eli Buchalter, Comparator's former auditor, and the Eli Buchalter Accountancy Corporation ("the Buchalter Corp."). Simultaneously, the Commission accepted Buchalter and the Buchalter Corp.'s offers of settlement in which they consented, without admitting or denying the findings contained therein, to the entry of orders that they cease and desist from further violations of Sections 10(b) and 13(a) of the Exchange Act and Rules 10b-5, 13a-1, and 12b-20 thereunder, and that deny them the privilege of appearing or practicing before the Commission as an accountant. The Commission's Order Instituting Proceedings finds that Buchalter and the Buchalter Corp. were a cause of Comparator's violations of the foregoing provisions of the securities laws and engaged in improper professional conduct in connection with their audits of Comparator's financial statements. See Securities Exchange Act of 1934 Release No. 37702 and Accounting and Auditing Enforcement Release No. 818, dated September 19, 1996. The Commission's investigation is continuing as to other issues concerning Comparator and trading in its securities. See also Litigation Release No. 14927 and Accounting and Auditing Enforcement Release No. 786, dated May 31, 1996; Litigation Release No. 14979 and Accounting and Auditing Enforcement Release No. 801, dated July 11, 1996.