SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Litigation Release No. 15435 / August 7, 1997 SECURITIES AND EXCHANGE COMMISSION v. STEVEN H. SCHIFFER, JOANN R. SCHULZ, GARY S. KRAMER, JONATHAN SOLOW, FRANK J. CANNATA, and PETER G. MINTZ, 97 Civ. 5853 (RO) (S.D.N.Y. August 7, 1997) Today, the Securities and Exchange Commission ("Commission") filed a Complaint in the United States District Court for the Southern District of New York, alleging market manipulation, insider trading, the making of false and misleading statements in Commission filings, and the sale of unregistered securities, all in violation of the federal securities laws. All of these activities related to Phoenix Laser Systems, Inc. ("Phoenix"), a now-defunct company that was in the business of developing a laser workstation to perform eye surgery. The defendants are: Steven H. Schiffer (former chairman and chief executive officer of Phoenix), Joann R. Schulz (Phoenix's former president and chief operating officer), Gary S. Kramer (former investment relations representative of Phoenix), Jonathan Solow (formerly Phoenix's vice president, secretary, and director), Frank J. Cannata (a stockbroker and consultant to Phoenix), and Peter G. Mintz (a stockbroker and analyst, who covered Phoenix for his firm). According to the Complaint, between May 1992 and August 1992, Schiffer, Kramer, Solow, Cannata, and Mintz, manipulated Phoenix's common stock to increase and/or stabilize its price in order to maximize the price of future stock sales. Based on this activity, the Complaint alleges that these defendants violated the antifraud and antimanipulation provisions of the Exchange Act, Sections 9(a)(2) and 10(b) and Rule 10b-5 thereunder. The Complaint also alleges that from May 1990 to April 1992, Schiffer and Schulz caused Phoenix to make materially false and misleading statements in Commission filings concerning the status of its Food and Drug Administration ("FDA") applications, the number of orders for Phoenix's product, and anticipated revenue from the sale of its product. Based on this activity, the Complaint alleges that Schiffer and Schulz violated the antifraud and reporting provisions of the federal securities laws: Section 17(a) of the Securities Act, Sections 10(b) and 13(a) of the Exchange Act, and Exchange Act Rules 10b-5 and 13a-1. The Complaint further alleges that from January 1991 through July 1993, while in possession of material, nonpublic information concerning the true status of the company's FDA applications, the number of orders that it had received, and realistic anticipated revenues, the same matters they caused the company to misrepresent in its filings, Schiffer sold approximately 1.5 - 2 - ======END OF PAGE 1====== million shares of Phoenix stock directly for approximately $4.2 million, and he sold approximately 2 million shares through the purported Regulation S transactions described below, for approximately $11 million, thereby avoiding losses of $15.2 million. Similarly, between December 1991 and September 1993, while in possession of such material, nonpublic information, Schulz sold a total of 251,050 shares of Phoenix stock for approximately $626,000, thereby avoiding losses of $626,000. Based on this activity, the Complaint alleges that Schiffer and Schulz violated the antifraud provisions, Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder. Finally, the Complaint alleges that, between September 1992 and July 1993, Schiffer and Kramer violated the Securities Act of 1933 ("Securities Act") by selling approximately 2 million shares of unregistered Phoenix stock for approximately $11 million. They disguised these sales as transactions that appeared to, but did not, comply with Regulation S, an exemption from the registration requirements of the Securities Act. Based on this activity, the Complaint alleges that Schiffer and Kramer violated the registration provisions, Sections 5(a) and 5(c) of the Securities Act. In its Complaint, the Commission is seeking injunctive relief against each of the defendants. The Complaint also requests that the Court order Schiffer, Schulz, Kramer, and Cannata to disgorge all profits that they made and/or losses that they avoided as the result of their violations of the federal securities laws, and that they pay prejudgment interest on those profits and losses avoided. The Complaint further requests that all of the defendants pay civil monetary penalties. Finally, the Complaint requests that the Court issue an order barring Schiffer from serving as an officer or director of a public company. The Commission acknowledges the assistance of the American Stock Exchange in this matter.