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WEBSAFETY, INC. * * * * * * * * * * * * * * * * * * |
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STIPULATION AND No. ST-10-7861-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, WebSafety, Inc. (“WebSafety”), a Nevada corporation located at 2201 West Royal Lane, Suite 200, Irving, Texas 75063, is an issuer of securities, specifically common stock;
WHEREAS, Section 36b-21(e) of the Act requires that persons who offer or sell a security that is a covered security under Section 18(b)(4)(D) of the Securities Act of 1933 [i.e. Rule 506 transactions] “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, on August 20, 2010, the Securities and Business Investments Division of the Department of Banking (the “Division”) received from WebSafety a filing and fee pursuant to Section 36b-21(e) of the Act;
WHEREAS, in conjunction with its Connecticut filing, WebSafety provided documents indicating that the first Connecticut sale had occurred on December 1, 2009;
WHEREAS, in conjunction with its Connecticut filing, WebSafety, through newly retained legal counsel, represented to the Division that each investor was “accredited” within the meaning of Rule 501(a) under the Securities Act of 1933, and that the issuer’s failure to make a timely notice filing was attributable to prior legal counsel advising the issuer that no such filing was necessary;
WHEREAS, on October 22, 2010, the Division also received from WebSafety a Notice of Sale of Securities Pursuant to Accredited Investor Exemption for the offering that was the subject of the Rule 506 notice filing made with the Division under Section 36b-21(e) of the Act;
WHEREAS, the Commissioner acknowledges that WebSafety cooperated with the Division in providing requested information and documents;
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, WebSafety desires to settle the matters described herein and voluntarily enters into this Stipulation and Agreement;
WHEREAS, the Commissioner and WebSafety acknowledge that this Stipulation and Agreement is in lieu of any court action or administrative proceeding against WebSafety, its officers, directors, employees, agents or representatives adjudicating any issue of fact or law on the specific matters described herein;
WHEREAS, WebSafety, 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;
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, WebSafety shall remit to the department via check payable to “Treasurer, State of Connecticut” the sum of five hundred dollars ($500) as an administrative fine; |
| (2) |
WebSafety 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) | Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against WebSafety 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 or if any representation made by or on behalf of WebSafety and reflected herein is subsequently determined to be untrue; and |
| (4) | This Stipulation and Agreement shall become binding when executed by WebSafety and the Commissioner. |
IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.
| Dated at Hartford, Connecticut | _______/s/_________ | |
| this 14th day of February 2011. | Howard F. Pitkin | |
| Banking Commissioner |
I, Rowland W. Day II, state on behalf of WebSafety, 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 WebSafety, Inc. and that WebSafety, Inc. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
| WebSafety, Inc. | ||
| By | ______/s/______________ | |
| Rowland W. Day II | ||
| Chief Executive Officer |
On this 2 day of February 2011, personally appeared Rowland W. Day II, 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 WebSafety, Inc., a corporation, and acknowledged the same to be his free act and deed, before me.
_____/s/________________________
Notary Public
My Commission Expires: 10/14/12