==========================================START OF PAGE 1====== U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 15144 / November 1, 1996 SECURITIES AND EXCHANGE COMMISSION v. MICHAEL W. CROW AND PETER F. KUEBLER, Civil Action No. 96-1661 SCM (S.D. Cal.) The Securities and Exchange Commission ("Commission") filed a first amended complaint on November 1, 1996, in the United States District Court for the Southern District of California against Michael W. Crow ("Crow") and Peter F. Kuebler ("Kuebler"). Crow was the former president and chief executive officer of Wilshire Technologies, Inc. ("Wilshire"), a public company located in Carlsbad, California. Kuebler was Wilshire's vice president, secretary and chief financial officer. The Commission's amended complaint alleges that both Crow and Kuebler violated the federal securities laws by causing Wilshire to materially overstate its earnings, to issue materially misleading press releases and to file materially misleading periodic financial reports with the Commission. The Commission further alleges that Crow engaged in insider trading by selling 75,000 shares of Wilshire stock in November and December 1993, avoiding losses of about $1.2 million. The Commission alleges in its amended complaint that Crow and Kuebler caused Wilshire to overstate its fiscal 1993 second and third quarter financial statements by causing Wilshire to recognize revenue on conditional sales of two new and untested products. One product, called the TrimPatch, was designed as an over-the-counter appetite suppressant administered through a patch applied to the skin. The other product, a pipe plug, was designed to clean tubing in clean rooms in manufacturing facilities. The Commission further alleges that Crow and Kuebler caused Wilshire to overstate its fourth quarter and fiscal 1993 financial results by causing Wilshire to recognize additional revenue on other conditional sales, and by causing Wilshire to improperly recognize a gain on a related party asset sale and an expense deduction on a disputed claim against a vendor. The Commission alleges that, in perpetrating this scheme, Crow and Kuebler violated the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, the reporting provisions of Section 13(a) of the Exchange Act and Rules 12b-20 and 13a-13 thereunder, the recordkeeping provisions of Section 13(b)(2)(A) of the Exchange Act and Rule 13b2-1 thereunder, the internal control provisions of Section 13(b)(2)(B) of the Exchange Act and the lying to the auditors provision of Rule 13b2-2 under the Exchange Act. The Commission also alleges that Crow engaged in insider trading in Wilshire's stock in violation of the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. In November and December 1993, Crow sold 75,000 shares of Wilshire stock. At the ==========================================START OF PAGE 2====== time he sold the stock, Crow knew material, nonpublic information concerning Wilshire's overstatement of its 1993 second and third quarter financial results. By selling the Wilshire stock, while in possession of this inside information, Crow avoided losses of about $1.2 million. The Commission requests that the Court permanently enjoin both Crow and Kuebler from any further violations of the securities laws, prohibit Crow from serving as an officer or director of any corporation that has securities registered with the Commission or that is required to file reports with the Commission, and order Crow to disgorge all benefits obtained by virtue of his illegal conduct. ==========================================START OF PAGE 3====== -2-