SECURITIES ACT OF 1933
Release No. 8108 / June 24, 2002
Administrative Proceeding
File No. 3-10760
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In the Matter of Registration Statements of Investment Technology, Inc. |
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ORDER MAKING FINDINGS AND ISSUING STOP ORDER |
I.
In these public administrative proceedings instituted on April 22, 2002, pursuant to Section 8(d) of the Securities Act of 1933 ("Securities Act"), Respondent Investment Technology, Inc. ("Investment Technology") has submitted an Offer of Settlement which the Commission has determined to accept. Solely for the purposes of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, without admitting or denying the findings herein, except for those findings contained in paragraphs II.A. and B. below and the jurisdiction of the Commission over it and the subject matter of these proceedings, which are admitted, Investment Technology consents to the entry of this Order Making Findings and Issuing Stop Order ("Order").
II.
Based on the foregoing, the Commission finds that:1
A. On April 18, 2000, Investment Technology, with offices at 5235 Island Chain Road, Las Vegas, Nevada, filed a Form 10-SB with the Commission to register its common stock pursuant to Section 12(g) of the Securities Exchange Act of 1934 (File No. 0-30387).
B. On January 24, 2002 and March 8, 2002, Investment Technology filed registration statements on Form S-8 with the Commission. Under the provisions of the Securities Act and Regulation C, Rule 462 thereunder, the Form S-8 registration statements became effective upon filing with the Commission.
C. Investment Technology's Form S-8 registration statements contained untrue statements of material facts and omitted material facts, either on their face or through their incorporation by reference of the company's previous filings with the Commission, including but not limited to the following:
- Investment Technology's annual report on Form 10-KSB, for the year ending December 31, 2000, its quarterly reports on Form 10-QSB, for the quarters ending March 31, 2001, June 30, 2001 and September 30, 2001, which were incorporated by reference into the Form S-8 registration statements, omitted material facts, including but not limited to the following:
- A description of Investment Technology's plan of operation, including how long the company could satisfy its cash requirements and whether it would have to raise additional funds, as required by Part I, Item 6 of Form 10-KSB and Part I, Item 2 of Form 10-QSB and Item 303 of Regulation S-B.
- The indictment of one of Investment Technology's identified control persons, and litigation against him by Investment Technology, as required by Part I, Item 3 of Form 10-KSB and Part II, Item 1 of Form 10-QSB.
- Investment Technology's current event report on Form 8-K of August 15, 2001, which was incorporated by reference into the Form S-8 registration statements, omitted material facts regarding the resignation of Investment Technology's certifying accountant. Among other things, the Form 8-K failed to disclose the date of the accountant's resignation and the subject matter of the accountant's disagreements with Investment Technology, as required by Item 4 of Form 8-K and Item 304 of Regulation S-B.
- The material updating disclosures, including financial statements, for the year ending December 31, 2001, required by the General Instructions to Form S-8, Item G, as would be made in an annual report on Form 10-K, were wholly omitted by Investment Technology, because of its failure to file an annual report for that period.
III.
In view of the deficiencies in the Form S-8 registration statements of Investment Technology, as set forth above, and the company's public filing of the Form S-8 registration statements with the Commission, the Commission determines that a Stop Order should be issued suspending their effectiveness. The Commission has considered and determined to accept Investment Technology's Offer of Settlement and to resolve the matter as follows:
IT IS ORDERED that the effectiveness of Investment Technology's Form S-8 registration statements filed on January 24, 2002, and March 8, 2002, respectively, be, and is hereby, suspended.
This Order shall be served on Investment Technology by certified mail forthwith.
By the Commission.
Jonathan G. Katz
Secretary
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| 1 | The findings herein are made pursuant to Investment Technology's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding. |