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THE ADVISORY COUNCIL, INC.
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STIPULATION AND No. ST-10-7750-S |
WHEREAS, the Banking Commissioner (the “Commissioner”) is charged with the administration of 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, The Advisory Council, Inc. (“TAC”), a Delaware corporation with offices now or formerly at 191 Joppa Hill Road, Bedford, New Hampshire and 1 Stiles Road, Suite 105, Salem, New Hampshire, is an issuer of securities, specifically shares of common stock;
WHEREAS, the Commissioner, acting pursuant to Section 36b-26 of the Act and through the Securities and Business Investments Division (the “Division”) of the Department of Banking, has reviewed the activities of TAC to determine if it has violated or is about to violate any provision of the Act or any regulation or order under the Act;
WHEREAS, Section 36b-21(e) of the Act requires that persons offering or selling a security that is a covered security under Section 18(b)(4)(D) of the Securities Act of 1933 [i.e. Rule 506 transactions] to “file a notice with the commissioner within fifteen days after the first sale of such a security in this state” and pay an associated fee of $150;
WHEREAS, the Commissioner alleges that in contravention of Section 36b-16 of the Act, during 2002, TAC offered and sold common stock in Connecticut at a time when no registration, exemption or claim of covered security status had been filed under the Act;
WHEREAS, the Commissioner acknowledges that, on May 12, 2010, a corrective Rule 506 notice filing was made under Section 36b-21(e) of the Act for the prior offering of TAC common stock;
WHEREAS, Section 4-177(c) of Chapter 54 of the Connecticut General Statutes permits the resolution of a contested case by stipulation or agreed settlement;
WHEREAS, TAC desires to settle the matters described herein and, without admitting or denying the allegations herein, voluntarily enters into this Stipulation and Agreement, acknowledging that this Stipulation and Agreement is in lieu of any court action or administrative proceeding against TAC, its officers, directors, employees, agents or representatives adjudicating any issue of fact or law on the specific matters described herein;
WHEREAS, TAC, through its execution of this Stipulation and Agreement, voluntarily waives any rights it may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement;
WHEREAS, TAC fully understands that this Stipulation and Agreement will in no way preclude additional proceedings by the Commissioner against TAC for acts or omissions not specifically addressed in this Stipulation and Agreement or for acts and/or omissions that do not arise from the facts or transactions herein addressed;
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, TAC shall remit to the department via check made payable to “Treasurer, State of Connecticut” the sum of one thousand three hundred dollars ($1,300) as an administrative fine; |
| 2) |
TAC shall refrain from 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; |
| 3) | Upon execution of this Stipulation and Agreement by the Commissioner, this matter will be resolved and the Commissioner will not take any future enforcement action against TAC based upon the specific factual allegations contained herein; provided that execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against TAC 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; and |
| 4) | This Stipulation and Agreement shall become binding when executed by TAC and the Commissioner. |
IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.
| Dated at Hartford, Connecticut | _______/s/_________ | |
| this 30th day of July, 2010. | Howard F. Pitkin | |
| Banking Commissioner |
I, Peter Schay, state on behalf of The Advisory Council, 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 The Advisory Council, Inc. and that The Advisory Council Inc. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
The Advisory Council, Inc.
By
________/s/____________________
Peter Schay
President and Chief Executive Officer
On this 27th day of July 2010, personally appeared Peter Schay, 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 The Advisory Council, Inc., a corporation, and acknowledged the same to be his free act and deed, before me.
In witness whereof I hereunto set my hand.
_____/s/__________________________
Notary Public
Date Commission Expires: Mar. 31, 2011