Heit v. Weitzen

402 F.2d 909 (1968)

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Heit v. Weitzen

United States Court of Appeals for the Second Circuit
402 F.2d 909 (1968)

Facts

Purchasers (plaintiffs) of securities of Belock Instrument Corporation (Belock) sued Belock and others (defendants), alleging they violated, among other things, § 18(a) of the Securities Exchange Act of 1934. Section 18(a) governed misstatements and omissions in documents filed with the Securities and Exchange Commission (SEC). Specifically, the purchasers challenged the truth and completeness of Belock’s annual report to shareholders (annual report) and its report on SEC Form 10-K (10-K). Belock filed its annual report with the American Stock Exchange and, as required by SEC Rule 14a-c(3), provided copies of the annual report to the SEC. Belock filed its 10-K with the SEC. Relying on the rule, which provides that an annual report to shareholders (1) given to the SEC is not deemed to have been filed with the SEC and (2) may not be the basis for § 18(a) liability except in limited exceptions relating to proxies, the district court dismissed the § 18(a) claim with respect to the annual report. The district court’s intended disposition of the § 18(a) claim with respect to the 10-K is unclear. The purchasers appealed.

Rule of Law

Issue

Holding and Reasoning (Medina, J.)

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