Joel Pensley

SECURITIES EXCHANGE ACT OF 1934
Release No. 40890 / January 7, 1999

ADMINISTRATIVE PROCEEDING
File No. 3-9800

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and they hereby are, instituted against Joel Pensley ("Pensley") pursuant to Rule 102(e)(3) ¹ of the Commission's Rules of Practice.

In anticipation of the institution of these administrative proceedings, Pensley has submitted an Offer of Settlement of Joel Pensley ("Offer of Settlement") that the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, Pensley, without admitting or denying the findings, except as to the entry of the injunction set forth in paragraph II.B.4 and the Commission's jurisdiction over him and the subject matter of these proceedings, which are admitted, consents to the entry of this Order Instituting Proceedings, Making Findings, and Imposing Remedial Sanctions Pursuant to Rule 102(e) of the Commission's Rules of Practice ("Order").

II.

FINDINGS

On the basis of this Order and the Offer of Settlement, the Commission finds the following: ²

A.Respondent

Joel Pensley, 57, is a solo-practice attorney licensed to practice in the State of New York. A substantial portion of Pensley's practice involves the federal securities laws and has included practicing before the Commission within the meaning of Rule 102(e) of the Commission's Rules of Practice. From 1992 through 1995, Pensley was outside counsel for Visual Cybernetics Corp. ("Visual Cybernetics"), although his office was located on Visual Cybernetics' premises.

B.Facts

1. On September 9, 1998, the Commission filed a civil injunctive action against Pensley and others alleging, among other things, that Pensley violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act"), and Exchange Act Rule 10b-5. SEC v. DiMauro, No. 98 Civ. 6349 (LAP) (S.D.N.Y. filed Sept. 9, 1998).

2. The Commission's Complaint alleged that, between 1992 and 1994, Pensley and others implemented a scheme to sell Visual Cybernetics common stock directly into the market without having a registration statement in effect as to those securities, and thereby circumvented the registration requirements for sales of securities to the public. In order to raise working capital, Visual Cybernetics sold shares registered on Forms S-8 registration statements to third party investors through employee and consultant nominees. The Complaint alleged that Pensley acted as a nominee through which Visual Cybernetics distributed the Form S-8 stock, and that he instructed others to act as nominees as well. By acting as a nominee and participating in the scheme, Pensley violated Sections 5(a) and 5(c) of the Securities Act.

3. The Complaint further alleged that, on behalf of Visual Cybernetics, Pensley prepared periodic reports and other documents filed with the Commission, and a private placement memorandum, that were materially false and misleading. The documents omitted any discussion of a material provision of a 1992 agreement for Visual Cybernetics to acquire Compass Rose Chartering Corp. ("Compass Rose"). Compass Rose was Visual Cybernetics' primary source of revenue, and the provision enabled Compass Rose to rescind the acquisition if Visual Cybernetics filed for Bankruptcy. By omitting discussion of the provision, Pensley violated Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Exchange Act Rule 10b-5.

4. On November 14, 1998, without admitting or denying any of the allegations in the Commission's Complaint, Pensley consented to the entry of a final judgment (a) permanently enjoining him from violating Sections 5(a), 5(c), and 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Exchange Act Rule 10b-5; and (b) ordering him to pay a civil penalty in the amount of $10,000 pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act. On December 29, 1998, the United States District Court for the Southern District of New York entered a Final Judgment of Permanent Injunction and Other Relief as to Joel Pensley.

III.

ORDER IMPOSING SANCTIONS

Based on the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer of Settlement submitted by Pensley and accordingly,

IT IS HEREBY ORDERED, effective immediately, that

1. Pensley is denied the privilege of appearing or practicing before the Commission pursuant to Rule 102(e) of the Commission's Rules of Practice, and

2. Three years from the date of this Order, Pensley may resume appearing or practicing before the Commission, provided that after three years from the date of this Order and prior to appearing or resuming practice, he submits an affidavit to the Commission's Office of General Counsel truthfully stating, under penalty of perjury, that he (i) has complied with this Order, (ii) is not subject to any suspension or disbarment as an attorney by a court of the United States or of any state, territory, district, commonwealth, or possession, and (iii) has not been convicted of a felony or misdemeanor involving moral turpitude within the meaning of Rule 102(e)(2) of the Commission's Rules of Practice.

By theCommission.

Jonathan G.Katz

Secretary

FOOTNOTES