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JOHN A. TATOIAN * * * * * * * * * * * * * * * * * * |
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STIPULATION AND
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WHEREAS, John A. Tatoian ("Tatoian") is an individual who resides at 488 Turnpike Road, Apartment #536, Somers, Connecticut 06071. Tatoian has never been registered in any capacity under Chapter 672a of the General Statutes of Connecticut, the Connecticut Uniform Securities Act ("Act");
WHEREAS, the Banking Commissioner ("Commissioner") is charged with the administration of the Act and Sections 36b-31-2 to 36b-31-33, inclusive, of the Regulations of Connecticut State Agencies ("Regulations") promulgated under the Act;
WHEREAS, the Commissioner, through the Securities and Business Investments Division ("Division") of the Department of Banking ("Department") conducted an investigation of Tatoian pursuant to Section 36b-26 of the Act ("Investigation");
WHEREAS, as a result of the Investigation, the Division obtained evidence that in approximately June 2013, Tatoian, on behalf of a third party entertainment company based in Florida ("Entertainment Company") (a non-respondent to this Stipulation and Agreement), offered securities issued by the Entertainment Company ("Entertainment Securities") to two Connecticut individuals ("Investor One" and "Investor Two"), which securities were not registered in Connecticut under Section 36b-16 of the Act, nor were they exempt from registration under Section 36b-21 of the Act, nor were they the subject of a filed exemption claim or claim of covered security status. After independently following up with Entertainment Company, Investor One purchased $100,000 of Entertainment Securities and Investor Two purchased $54,000 of Entertainment Securities;
WHEREAS, as a result of such Investigation, the Division obtained evidence that in approximately November 2013 and December 2013, Tatoian transacted business as an agent of issuer without being registered as such under the Act;
WHEREAS, the Commissioner believes that the foregoing evidence would support the imposition of administrative sanctions against Tatoian including the entry of an order to cease and desist and/or the imposition of an administrative penalty pursuant to Section 36b-27 of the Act;
WHEREAS, an administrative proceeding initiated under Section 36b-27 of the Act would constitute a "contested case" within the meaning of Section 4-166(4) of the General Statutes of Connecticut, as amended by Public Act 15-61;
WHEREAS, Section 4-177(c) of the General Statutes of Connecticut and Section 36a-1-55(a) of the Regulations provide that a contested case may be resolved by stipulation or agreed settlement, unless precluded by law;
WHEREAS, Tatoian has presented evidence to the Commissioner that Tatoian, of his own accord, has remitted restitution of $95,000 to Investor One for her purchase of Entertainment Securities and that Entertainment Company has paid the balance of $5,000 to Investor One;
WHEREAS, Tatoian has presented evidence to the Commissioner that Tatoian, of his own accord, remitted partial restitution of $4,000 to Investor Two for his purchase of Entertainment Securities, and executed a promissory note on December 17, 2015 in favor of Investor Two obligating Tatoian to remit the balance of restitution of $44,000 to Investor Two out of the proceeds of the sale of Tatoian's residence, which is currently listed for sale. Tatoian has also represented to the Commissioner that Entertainment Company has paid the balance of $6,000 to Investor Two;
WHEREAS, in light of the restitution payments made to Investor One and Investor Two, the Commissioner has determined not to impose the monetary fine otherwise authorized pursuant to Section 36b-27(d) of the Act;
WHEREAS, Tatoian desires to settle the matters described herein and, without either admitting or denying the Commissioner's allegations set forth herein, voluntarily enter [sic] 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, Tatoian expressly consents to the Commissioner's jurisdiction under the Act and to the terms of this Stipulation and Agreement;
WHEREAS, Tatoian, through his execution of this Stipulation and Agreement, voluntarily waives any rights he may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement;
AND WHEREAS, Tatoian specifically assures the Commissioner that none of the violations alleged in this Stipulation and Agreement shall occur in the future.
NOW THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
| 1. |
No later than the date this Stipulation and Agreement is executed by the Commissioner, Tatoian shall remit to the Department via cashier's check, certified check or money order, made payable to "Treasurer, State of Connecticut'', the sum of Two Hundred Dollars, as reimbursement for past due agent registration fees; |
| 2. |
Commencing on the date this Stipulation and Agreement is executed by the Commissioner and continuing for five (5) years thereafter, prior to any issuance, offer or sale of securities in or from Connecticut by Tatoian, Tatoian shall: (a) retain legal counsel experienced in Connecticut securities law and not unacceptable to the Division Director to advise Tatoian on compliance with the securities laws of Connecticut and other jurisdictions ("Retained Counsel"); (b) direct Retained Counsel to prepare and submit any required registration or other required documents and fees to the Division, and provide the Division Director with a signed opinion of Retained Counsel setting forth the basis for any claim of exemption or covered security status under Section 36b-21 of the Act at least thirty (30) days prior to the commencement of the offering; and (c) refrain from issuing, offering or selling securities in or from Connecticut prior to receiving a written acknowledgement from Retained Counsel that the Commissioner has declared any such registration effective or acknowledged receipt of Tatoian's claim of exemption; |
| 3. | Tatoian shall refrain from acting as an unregistered agent of issuer in Connecticut in violation of Section 36b-6(a) of the Act, and offering or selling securities in or from Connecticut absent compliance with Section 36b-16 of the Act, including timely compliance with any applicable filing requirements; |
| 4. | Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Tatoian based upon a violation of this Stipulation and Agreement or the basis for its entry if the Commissioner determines that compliance is not being observed with the terms hereof; |
| 5. | Nothing in this Stipulation and Agreement shall be construed as limiting the Commissioner's ability to take enforcement action against Tatoian based upon evidence of which the Division was unaware on the date hereof relating to a violation of the Act or any regulation or order under the Act; and |
| 6. | This Stipulation and Agreement shall become binding when executed by Tatoian and the Commissioner. |
IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.
| Dated at Hartford, Connecticut, | _____/s/_____________ | |
| this 8th day of April 2016. | Jorge L. Perez | |
| Banking Commissioner |
I, John A. Tatoian, state that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; [and] that I agree freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
| ____/s/________ | |
| John A. Tatoian |
State of: Connecticut
County of: Hartford
On this the 4th day of April 2016, before me, the undersigned officer, personally appeared John A. Tatoian, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained.
In witness whereof I hereunto set my hand.
___________/s/___________________
Commissioner of the Superior Court