28 March 2005 – LAWFUEL – The Law News Network – Securities Exchange Act of 1934
Release No. 51437 / March 28, 2005
The Securities and Exchange Commission announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of over-the-counter trading in the securities of Urban Transfer Systems, Inc. (“Urban Transfer”), Tempo Financial, Inc. (“Tempo”), STB Chip Corporation (“STB Chip”) and Lonisson Communications Corporation (“Lonisson”), all Delaware corporations with offices in Pacific Palisades, California. The suspension will commence at 9:30 a.m. EST on March 28, 2005 and terminate at 11:59 p.m. EDT on April 8, 2005.
The Commission temporarily suspended trading in the securities of Urban Transfer, Tempo, STB Chip and Lonisson because of concerns that all four companies may have unjustifiably relied on Rule 504 of Regulation D of the Securities Act of 1933 in conducting unlawful distributions of their securities that failed to comply with the resale restrictions of Regulation D. Questions also have been raised regarding potentially manipulative transactions in the common stock of Urban Transfer, Tempo, STB Chip and Lonisson by certain individuals associated with the companies. Further, the Commission questions the accuracy of statements made in publicly available Information Statements: (1) by STB Chip concerning the beneficial ownership of its securities by one of its directors and the disciplinary history of its counsel; and (2) by Urban Transfer and Lonisson concerning the disciplinary history of its counsel.
The Commission cautions brokers, dealers, shareholders, and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by the company. Further, brokers and dealers should be alert to the fact that, pursuant to Rule 15c2-11 under the Exchange Act, at the termination of the trading suspension, no quotation may be entered unless and until they have strictly complied with all of the provisions of the rule. If any broker or dealer has any questions as to whether or not they have complied with the rule, they should not enter any quotation, but rather they should immediately contact the staff of the Securities and Exchange Commission in Washington, D.C. If any broker or dealer is uncertain as to what is required by Rule 15c2-11, they should refrain from entering quotations relating to the securities of Urban Transfer, Tempo, STB Chip and Lonisson until such time as they have familiarized themselves with the rule and are certain that all of its provisions have been met. If any broker or dealer enters any quotation that is in violation of the rule, the Commission will consider the need for prompt enforcement action.
If any broker or dealer or other person has any information that may relate to this matter, they should immediately communicate it to Kent W. McAllister in the Midwest Regional Office of the United States Securities and Exchange Commission. He can be reached at 312-353-7389 or by email, McAllisterK@sec.gov.