==========================================START OF PAGE 1====== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. LITIGATION RELEASE NO. 15061 / September 23, 1996 SECURITIES AND EXCHANGE COMMISSION v. FUTREX, INC., FUTREX MEDICAL INSTRUMENTATION, INC., AND ROBERT D. ROSENTHAL, Civil Action No. 96-CV-02192 (D.D.C.) On September 23, 1996, the Securities and Exchange Commission filed a fraud action in the United States District Court for the District of Columbia against Futrex, Inc., Futrex Medical Instrumentation, Inc. (collectively, "Futrex"), and Robert D. Rosenthal ("Rosenthal"), Futrex's Chairman of the Board, Chief Executive Officer, President, and Treasurer. The Commission's complaint alleges that Futrex and Rosenthal made materially false and misleading statements in connection with a $1.85 million private placement ("private placement") of debt securities in May and August 1994, and a proposed initial public offering ("IPO") of 1.8 million shares of common stock at an anticipated price of $10 per share. The complaint alleges that in connection with both the private placement and the IPO, Futrex and Rosenthal stated falsely that Futrex's hand-held "Dream Beam" analyzer could measure and accurately predict a person's blood glucose level by passing infrared light through a finger. However, neither the Dream Beam nor any other infrared blood glucose analyzer tested by Futrex has ever been capable of predicting blood glucose levels accurately. The complaint further alleges that not one of Futrex's top scientific and technical employees has ever reviewed or analyzed any data that would support claims made by Rosenthal and Futrex that the blood glucose analyzer, as configured by Futrex, actually works. The complaint further alleges that Rosenthal selectively used data from a study Futrex conducted in 1991 at Mount Sinai Medical Center to make the results of the study appear to show a high correlation, unsupported by the data, between infrared scans and blood glucose levels. In fact, the complaint alleges, the Mount Sinai study failed to demonstrate any correlation between blood glucose and infrared scans. The complaint further alleges that, in the fall of 1992, Futrex conducted unsuccessful studies which tested both a device called the Futrex 9000 and a version of the Dream Beam, the portable, hand-held analyzer. According to the complaint, the data from the fall 1992 studies was analyzed on a supercomputer and showed no correlation between infrared scans and blood glucose levels. Futrex failed to disclose the adverse results of the fall 1992 studies in its registration statement and prospectus. The complaint further alleges that during the course of another field study conducted in 1995, Rosenthal knew that the data being generated in the tests was useless because of a manufacturing defect in all of the Dream Beams. Nevertheless, Rosenthal directed his staff to proceed with the tests in order to avoid the embarrassing disclosure of the manufacturing defect to participants in the studies. The complaint further alleges that Rosenthal made materially false and misleading statements to investors during the marketing of the IPO. During some of these meetings, Rosenthal demonstrated a Dream Beam which he said had been custom calibrated for him. After the Dream Beam gave a reading, Rosenthal stated that it appeared to be his correct blood glucose level based on his knowledge, as a diabetic, of what his blood sugar level should be. Before the meetings, however, Rosenthal directed a Futrex employee to program a Dream Beam to function as if it were giving a glucose reading, when in fact the reading had nothing to do with the results of the infrared scan. Accordingly, the complaint alleges, the Dream Beam readings Rosenthal demonstrated at investor meetings were meaningless and intended solely to deceive potential investors. The complaint further alleges that, in 1994, Futrex and Rosenthal made materially false and misleading statements to investors in a private placement of debt securities. The complaint also alleges that, at meetings with potential investors, Rosenthal stated falsely that Futrex had shown that the infrared measurement of blood glucose levels was feasible with a laboratory instrument, and that Futrex had perfected such an instrument. In addition, according to the complaint, Rosenthal stated falsely that the Dream Beam measured blood glucose more accurately than conventional finger-poke tests. The complaint seeks permanent injunctions against Futrex, Inc., Futrex Medical Instrumentation, Inc., and Rosenthal, enjoining them from future violations of antifraud provisions of the federal securities laws. The complaint also seeks an order that Futrex, Inc., pursuant to a plan to be proposed by the Commission and approved by the Court, offer to investors in the private placement rescission of their purchases of Futrex debt securities. In addition, the complaint seeks civil monetary penalties from Rosenthal.