Updated Feb. 12, 1999 2:24 p.m. ET
Just over a year ago, the U.S. Securities and Exchange Commission brought a complaint against Steven Samblis, a Florida stock promoter who, the agency alleged, was passing himself off as an independent stock picker without disclosing he had been paid to promote companies.
The widely publicized complaint hasn’t deterred Mr. Samblis.
The SEC lawyer who led the case against Mr. Samblis says he still appears to be violating securities laws. Mr. Samblis, a former broker who was once fined because of a customer complaint, continues to promote stocks on the Web. He is now trying to sidestep SEC rules on disclosing compensation by paying a second company to publish promotional materials on his behalf.
Mr. Samblis, who did not admit or deny the SEC allegations last year and denies any wrongdoing since that case, is president of Fortune Marketing & Capital Consultants Inc., based in Longview, Fla. In exchange for compensation, Fortune distributes promotional articles about companies in a magazine called the Small Cap Journal, and on a Web site (www.smallcapjournal.com) with the same name.
In its original complaint against Mr. Samblis — one of the SEC’s first involving stock promotion on the Internet — the agency said Mr. Samblis was “passing himself off as an independent and impartial stock picker when, in fact, he is nothing more than a paid pitchman.” Mr. Samblis agreed to an injunction the agency sought that essentially ordered him to stop violating securities law, and since then the SEC has been trying to force Mr. Samblis to pay a fine in that case.
“It now appears that not only is he flouting the SEC and the securities laws, but it seems pretty clear to me, in my opinion, that he is violating the court order,” says Christian Bartholomew, the SEC’s lead attorney in its case against Mr. Samblis. Mr. Bartholomew says the SEC, which is continuing its investigation, may seek an even tougher penalty against Mr. Samblis because of his recent activities.
Mr. Bartholomew says he believes that since the injunction, Mr. Samblis has promoted companies on the Web and in the magazine without fully disclosing his compensation arrangements with those companies, as required by securities law.
But Mr. Samblis maintains that he has disclosed compensation as required. Indeed, early this week, the Web site contained details of Mr. Samblis’s compensation arrangements with the companies being promoted there. Mr. Bartholomew declines to comment on whether those disclosures were adequate or to identify specific instances of violations.
Regardless, on Wednesday, Mr. Samblis sold the magazine and Web site to a second company, Lyons Media Group, a move that he says relieves him of any obligation to disclose compensation.
“The law says that if you publish a magazine or newsletter you’ve got to disclose,” Mr. Samblis says. “I’ve just made my life a lot easier by no longer publishing it. I’ve hired someone else to do it.”
The Web site still carries the same promotional stories on Mr. Samblis’s clients. The Web site’s disclosure on compensation was replaced by a single statement noting that Mr. Samblis’s company is paying Lyons Media $4,000 a month to feature his promotional materials on the site.
But that’s not good enough, the SEC says.
“The statute is clear. It says you can’t directly or indirectly promote without disclosing compensation,” says Mr. Bartholomew, the SEC lawyer. “You can’t insulate yourself from liability by selling the company.”
The magazine’s new owner, Dennis Lyons, president of Lyons Media Group in Howey-in-the-Hills, Fla., says he doesn’t think he has to disclose anything because he isn’t being paid directly by the companies. He says the disclosure on the site that he is being paid by Mr. Samblis’s company is “a voluntary disclosure.”
Mr. Lyons has worked with Mr. Samblis since the start of the Small Cap Journal, providing printing services for the magazine.
Several of Mr. Samblis’s clients say they’re not concerned about his previous run-in with the SEC, and say they’re happy with the work he has done for them. “I found out about the thing with the SEC, and it didn’t bother me,” says Gratian Yatsevitch, executive vice president and co-founder of International Shoe Manufacturing Corp., a company with an office in Washington, D.C., that plans to manufacture shoes for sale in India and elsewhere.
In exchange for being promoted in Small Cap Journal, Mr. Yatsevitch says International Shoe gave Mr. Samblis $8,000, 15,000 shares of free-trading stock, 20,000 shares of restricted stock that cannot be sold for one year and warrants to purchase an additional 100,000 shares for 50 cents each. Since signing on with Mr. Samblis in November 1998, International Shoe’s shares have climbed as high as 88 cents a share on the National Association of Securities Dealers’ OTC Bulletin Board service. Its stock was quoted at 44 cents a share this week.
Mr. Yatsevitch says International Shoe came to Mr. Samblis, who is handling public and investor relations for the company, “just to get some recognition, and to shout our story a little bit.” According to the SmallCap Journal, if International Shoe is able to land certain contracts it’s angling for, “it can expect revenues in excess of $125 million annually within three years. Profits are expected to be in the 20% to 25% range.”
Mr. Yatsevitch says those numbers sound about right. But the company hasn’t had any sales or made any money since being founded in September 1993. It also hasn’t manufactured any shoes. Mr. Yatsevitch says the company has been focused on raising money to complete a manufacturing facility in New Delhi. He says that since the company began, $2 million has been raised from private investors, and he says the company is close to securing an additional $2 million in financing that will allow it to finish its factory. The company expects to start making shoes in May or June.
Mr. Samblis says he hasn’t sold any of the stock International Shoe paid him, and says he hasn’t exercised the warrants. When he does sell stock that he is paid by companies, he says, he does so “in a way that doesn’t affect the market.”
Mr. Samblis says he’s also still holding on to the 50,000 restricted shares paid to him by Millionaire.com, a new company that publishes a magazine and plans on hosting auctions — online and off — that target wealthy clients. The Bluffton, S.C., company retained Mr. Samblis in December 1998, when it was founded, to handle its investor relations. Its shares were quoted at $8.63 Thursday on the OTC Bulletin Board.
Mr. Samblis’s involvement with the company has drawn criticism from some participants in a stock-chat Web site, Silicon Investor (www.techstocks.com ). They have repeatedly posted information about Mr. Samblis’s SEC case on a message board dedicated to Millionaire.
Robert White, Millionaire’s president, says he investigated Mr. Samblis’s background and the SEC case before hiring him. “It seems like it was not a big thing, and there was this agreement that he would basically not do anything like that again,” says Mr. White. “As far as I’m concerned, he’s clean as a whistle. He has done a good job for us.”
During his career as a broker, Mr. Samblis worked for 10 firms during 12 years, according to records with the National Association of Securities Dealers.
In May 1990, the NASD censured Mr. Samblis, fined him $10,000 and suspended him for five days for allegedly recommending some options investments to three customers without having reasonable grounds for believing that the recommendations were suitable for them. Mr. Samblis denied the allegations and says he later sued an NASD witness in that case, alleging she had lied. A jury awarded him $219,000 in damages, he says.
Mr. Samblis never paid the NASD fine; it was discharged after he filed for bankruptcy protection in October 1990, citing mounting medical bills.
Separately, in January 1990, he was fired from his job at what was then Dean Witter after a client claimed two unauthorized trades were made in her account. Mr. Samblis denied any wrongdoing in that case.
In an interview on Tuesday, before selling the magazine and Web site, Mr. Samblis said his reputation has been unfairly damaged by the continued focus — by the media and his online critics — on his SEC case. He also defended the practice of taking cash or stock in exchange for promoting companies. “What we’re doing is a good thing, if it’s done right,” he said.