SEC Charges Controlling Person of Transfer Agent for Misappropriating Share Certificates and Illegally Selling Stock
The US Securities and Exchange Commission filed a settled civil action in the United States District Court for the Southern District of Texas, Houston Division, against Steven H. Bethke.
In its complaint, the Commission alleges that, from January 2009 through May 2010, Bethke misappropriated share certificates from Bederra Corporation (now known as Zicix Corporation) while he controlled Bederra’s stock transfer agent, First National Trust Company. Bethke used the stolen certificates, which had been pre-printed with the signatures of Bederra officers and directors, to secretly issue over a billion Bederra shares, which he then sold in exchange for payments into his personal bank account of over $350,000.
Among other things, Bethke signed purchase agreements falsely warranting that he had good title to the shares and that they were “freely tradable” when, in fact, he had orchestrated the misappropriation of the shares, and the sales were not eligible for any exemption from registration under the securities laws. To carry out his scheme, Bethke forged the signature of Bederra’s chief executive officer on certifications claiming that Bederra was aware of the sales when the company knew nothing about the transactions. Bethke also prepared letters falsely stating that he had obtained the shares from the company more than a year before, and that the sales were therefore exempt from registration under the securities laws.
Without admitting or denying the allegations in the Commission’s complaint, Bethke consented to a final judgment enjoining him from violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; barring him from serving as an officer or director of a public company; barring him from participating in the offering or sale of a penny stock; and ordering disgorgement plus prejudgment interest, but waiving payment and not imposing a civil penalty based on Bethke’s financial condition.
The judgment is subject to court approval. Bethke also consented, with respect to a related SEC administrative proceeding, to the entry of an SEC order barring him from association with any investment adviser, broker, dealer, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical organization.