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) June 30, 2009
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.
On June 30, 2009, the Securities and Exchange Commission ("SEC") executed
an Order Instituting Administrative and Cease-And-Desist Proceedings Pursuant to
Section 8A of the Securities Act of 1933, Sections 15(b) and 21C of the
Securities Exchange Act of 1934, and Section 203(f) of the Investment Advisers
Act of 1940 against Gilman Ciocia, Inc. (the "Company"), Prime Capital Services,
Inc., a wholly owned subsidiary of the Company ("Prime"), 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 "Order").
As previously reported, on September 6, 2005, the Company had 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. Also as previously reported, on December 12,
2008, the Company, Prime, Mr. Ryan, Ms. Rudden and certain other current and
former Company employees received "Wells Notices" from the SEC in connection
with the investigation. The Wells Notices provided notification that the staff
of the SEC was considering recommending that the SEC bring a civil action
against the recipients of the Wells Notices to determine whether they committed
possible violations of the federal securities laws.
It is possible that the Company may be required to pay judgments, suffer
penalties, or incur settlements in amounts that could have a material adverse
effect on the Company's business, results of operations, financial position or
cash flows. However, at this time, the Company cannot predict the outcome of
these matters and therefore cannot estimate the range of potential liability or
the extent of risk, if any, that may result from adverse resolution of these
matters.
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: July 7, 2009 /s/ Michael Ryan
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Name: Michael Ryan
Title: Chief Executive Officer