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PROVECTUS PHARMACEUTICALS, INC. * * * * * * * * * * * * * * * * * * |
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STIPULATION No. ST-06-7237-S |
WHEREAS the Banking Commissioner (the “Commissioner”) is responsible for administering Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the "Act") and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies (the "Regulations") promulgated under the Act;
WHEREAS Provectus Pharmaceuticals, Inc. (“Provectus”) of 7327 Oak Ridge Highway, Suite A, Knoxville, Tennessee is an issuer of securities, specifically common stock and warrants (the “Provectus Securities”);
WHEREAS Leslie Neil Bocskor (“Bocskor”) is a principal of Venture Catalyst, LLC which maintains a place of business at 170 East 77th Street, Apt. 10F, New York, New York;
WHEREAS on November 22, 2004, the Securities and Business Investments Division (the “Division”) received from Provectus a Rule 506 notice filing pursuant to Section 36b-21(e) of the Act. Such notice filing disclosed that Provectus would incur $30,000 in expenses for “Finders’ Fees and State Filing Fees”; that Bocskor would represent Provectus in offering or selling the securities in Connecticut; that Bocskor was in the business of effecting securities transactions; and that Bocskor would be applying for agent of issuer registration under the Act;
WHEREAS the Division has no record of Bocskor being registered or applying for registration as an agent of issuer under the Act;
WHEREAS following an inquiry by the Division pursuant to Section 36b-26 of the Act, Provectus admitted that Venture Catalyst LLC and Bocskor received a total of $3,750 in finder’s fees plus warrants for introducing one Connecticut investor to Provectus;
WHEREAS the Division ascertained that, according to filings with the Securities and Exchange Commission, Venture Catalyst, LLC received cash and warrants in connection with its activities “as placement agent” in conjunction with several securities transactions involving Provectus securities, including private placements completed in November 2004 and during the first and second quarters of 2005;
WHEREAS the Division also ascertained that 1) at no time was Venture Catalyst LLC registered as a broker-dealer under Section 36b-6(a) of the Act; and 2) Bocskor was last registered as a broker-dealer agent of an unrelated broker-dealer under the Act in 1998;
WHEREAS Section 4-177(c) of Chapter 54 of the Connecticut General Statutes provides that "[u]nless precluded by law, a contested case may be resolved by stipulation, agreed settlement, or consent order or by the default of a party”;
WHEREAS Provectus, Venture Catalyst LLC and Bocskor desire to resolve the matters described herein informally, and, without either admitting or denying the truth of the Commissioner’s allegations set forth hereinabove, voluntarily enter into this Stipulation and Agreement, acknowledging that this Stipulation and Agreement is in lieu of any court action or administrative proceeding adjudicating any issue of fact or law on the matters described herein;
WHEREAS Provectus, Venture Catalyst LLC and Bocskor, through their execution of this Stipulation and Agreement, voluntarily waive any rights each has to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement;
NOW THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
| 1. | Bocskor represents and agrees that he shall refrain from transacting business as an agent or a broker-dealer in connection with the offer or sale of securities in or from Connecticut unless registered under Section 36b-6(a) of the Act or subject to a definitional exclusion under Section 36b-3 of the Act; |
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2. |
No later than the date this Stipulation and Agreement is executed by the Commissioner, Bocskor shall pay to the department by check made payable to “Treasurer, State of Connecticut” the sum of three thousand six hundred twenty five dollars ($3,625), one thousand five hundred dollars ($1,500) of which shall constitute an administrative fine, one thousand eight hundred seventy five dollars ($1,875) of which shall represent the disgorgement of half the remuneration earned for effecting the sale of the Provectus Securities to the Connecticut investor; and two hundred fifty dollars ($250) of which shall represent reimbursement for Division investigative costs; |
| 3. | Venture Catalyst LLC represents and agrees that it shall refrain from transacting business as a broker-dealer in connection with the offer or sale of securities in or from Connecticut unless registered under Section 36b-6(a) of the Act or subject to a definitional exclusion under Section 36b-3 of the Act; |
| 4. | No later than the date this Stipulation and Agreement is executed by the Commissioner, Venture Catalyst LLC shall pay to the department by check made payable to “Treasurer, State of Connecticut” the sum of three thousand six hundred twenty five dollars ($3,625), one thousand five hundred dollars ($1,500) of which shall constitute an administrative fine, one thousand eight hundred seventy five dollars ($1,875) of which shall represent the disgorgement of half the remuneration earned for effecting the sale of the Provectus Securities to the Connecticut investor; and two hundred fifty dollars ($250) of which shall represent reimbursement for Division investigative costs; |
| 5. | Provectus represents and agrees that it will refrain from employing an unregistered agent of issuer or engaging an unregistered broker-dealer in connection with future offers or sales of securities in or from Connecticut; |
| 6. | No later than the date this Stipulation and Agreement is executed by the Commissioner, Provectus shall remit to the department by check payable to “Treasurer, State of Connecticut” the sum of one thousand five hundred dollars ($1,500) as an administrative fine; |
| 7. | Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against the respective parties hereto, their officers, agents, employees and representatives based upon a violation of this Stipulation and Agreement or the basis for its entry if the Commissioner determines that Provectus, Bocskor or Venture Catalyst LLC, as the case may be, has not complied with the terms hereof relating to such party, or if Provectus, Bocskor or Venture Catalyst LLC, as the case may be, makes a representation that is reflected herein and is subsequently determined to be untrue; and |
| 8. | This Stipulation and Agreement shall become binding when executed by all parties hereto. |
IN WITNESS WHEREOF , the undersigned have executed this Stipulation and Agreement on the dates indicated.
________/s/_________
John P. Burke
Banking Commissioner
this 7th day of August 2006.
I, Eric A. Wachter, state and on behalf of Provectus Pharmaceuticals, Inc., that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; that I am authorized to execute this Stipulation and Agreement on behalf of Provectus Pharmaceuticals, Inc.; and that Provectus Pharmaceuticals, Inc. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
Provectus Pharmaceuticals, Inc.
By
________/s/_______________
Eric A. Wachter
Vice President
On this 29th day of June 2006, personally appeared Eric A. Wachter, signer of the foregoing Stipulation and Agreement, who, being duly sworn, did acknowledge to me that he was authorized to execute the same on behalf of Provectus Pharmaceuticals, Inc., a corporation, and acknowledged the same to be his free act and deed, before me.
_______________/s/_______________________
Notary Public
My Commission Expires 6 April 2010
I, Leslie Neil Bocskor, state individually and on behalf of Venture Catalyst LLC, that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; that I am authorized to execute this Stipulation and Agreement on behalf of Venture Catalyst LLC and that both I and Venture Catalyst LLC agree freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
Venture Catalyst LLC
By
________/s/_______________
Leslie Neil Bocskor
Member
On this 1st day of August 2006, personally appeared Leslie Neil Bocskor, signer of the foregoing Stipulation and Agreement, who, being duly sworn, did acknowledge to me that he was authorized to execute the same on behalf of Venture Catalyst LLC, a limited liability company, and acknowledged the same to be his free act and deed, before me.
_______________/s/_______________________
Notary Public
My Commission Expires Oct. 31, 2006
________/s/_______________
Leslie Neil Bocskor
(Individually)
Subscribed and sworn to before me this 1st
day of August 2006.
_______________/s/______________________
Notary Public
My Commission Expires: Oct. 31, 2006