UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 12, 2008
Gilman Ciocia, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-22996 11-2587324
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11 Raymond Avenue, Poughkeepsie, New York 12603
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (845)485-5278
N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
As previously reported, on September 6, 2005, Gilman Ciocia, Inc. (the
"Company") received an informal inquiry from the Securities and Exchange
Commission (the "SEC") regarding variable annuity sales by its registered
representatives during the period January 1, 2002 through August 1, 2005. On
June 22, 2006, the SEC entered a formal order of investigation.
On December 12, 2008 the Company received a "Wells Notice" from the SEC in
connection with this investigation. Wells Notices were also received by Prime
Capital Services, Inc., a wholly owned subsidiary of the Company, Michael P.
Ryan, the Company's CEO, Rose M. Rudden, the Company's Chief Compliance Officer
and certain other current and former Company employees. The Wells Notices
provide notification that the staff of the SEC is considering recommending that
the SEC bring a civil action against the recipients of the Wells Notices to
determine whether they committed possible violations of certain sections of the
Securities Act of 1933, the Securities Exchange Act of 1934 (the "Exchange
Act")and certain Rules of the Exchange Act. Under the process established by the
SEC, the Company has the opportunity to seek meetings with SEC staff to present
its case to the SEC and the Company intends to pursue that opportunity. The
Company is continuing to cooperate with the staff and the SEC to bring this
matter to a close.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Gilman Ciocia, Inc.
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(Registrant)
Date December 18, 2008
------------------------- /s/ Michael Ryan
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Name: Michael Ryan
Title: Chief Executive Officer