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LAWRENCE R. YURDIN * * * * * * * * * * * * * * * * * * |
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STIPULATION AND
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WHEREAS, the Banking Commissioner ("Commissioner") is charged with the administration of Chapter 672a of the General Statutes of Connecticut, the Connecticut Uniform Securities Act ("Act"), and Sections 36b-31-2 to 36b-31-33, inclusive, of the Regulations of Connecticut State Agencies ("Regulations") promulgated under the Act;
WHEREAS, First Connecticut Capital, LLC ("FCC") is a Connecticut limited liability company with its principal place of business at 7365 Main Street, Box 338, Stratford, Connecticut 06614;
WHEREAS, FCC was licensed in Connecticut as a mortgage lender under Part I of Chapter 668, Sections 36a-485 to 36a-534c, inclusive, of the Connecticut General Statutes from July 18, 2003 until January 1, 2011, when such license expired because it was not renewed;
WHEREAS, at all times relevant hereto, Lawrence R. Yurdin ("Yurdin") was the manager and control person of FCC;
WHEREAS, the Commissioner, through the Securities and Business Investments Division ("Division") of the Department of Banking ("Department") conducted an investigation of Respondents ("Investigation") pursuant to Section 36b-26 of the Act;
WHEREAS, as a result of the Investigation, the Division obtained evidence that at various times in 2005 and 2006 FCC and Yurdin as FCC's agent offered and sold securities for the purpose of financing the construction of real estate projects, 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;
WHEREAS, the Commissioner believes that the foregoing evidence would support the imposition of administrative sanctions against Respondents 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(2) of the General Statutes of Connecticut;
WHEREAS, Section 4-177(c) of the General Statutes of Connecticut and Section 36a-1-55(a) of the Regulations of the [sic] Connecticut State Agencies provide that a contested case may be resolved by stipulation or agreed settlement, unless precluded by law;
WHEREAS, Respondents desire to settle the matters described herein and 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, Respondents, through their execution of this Stipulation and Agreement, voluntarily waive any rights they may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement;
WHEREAS, the issuance of this Stipulation and Agreement is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act;
AND WHEREAS, Respondents specifically assure 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, Respondents shall remit to the Department via cashier's check, certified check or money order, made payable to "Treasurer, State of Connecticut", the sum of five thousand dollars ($5,000) as an administrative penalty; |
| 2. |
Commencing on the date this Stipulation and Agreement is executed by the Commissioner and continuing for three (3) years thereafter, prior to any issuance, offer or sale of securities in or from Connecticut by Respondents, Respondents shall: (a) retain legal counsel experienced in Connecticut securities law and not unacceptable to the Division Director to advise each of them 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 Respondent's claim of exemption; |
| 3. | Respondents 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; |
| 4. | Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against either Respondent 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 |
| 5. | This Stipulation and Agreement shall become binding when executed by Respondents and the Commissioner. |
IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.
| Dated at Hartford, Connecticut, | ____/s/__________________ | |
| this 5th day of May 2015. | Jorge L. Perez | |
| Banking Commissioner |
I, Lawrence R. Yurdin, state on behalf of First Connecticut Capital, 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 First Connecticut Capital, LLC; [and] that First Connecticut Capital, LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
| First Connecticut Capital, LLC | ||
| By: | ____/s/____________________ | |
| Lawrence R. Yurdin | ||
| Manager |
State of: [Blank in Original]
County of: [Blank in Original]
On this the 29th day of April 2015, before me, the undersigned officer, personally appeared Lawrence R. Yurdin, who acknowledged himself to be the Manager and control person of First Connecticut Capital, LLC, and that he, as such Manager and control person, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation [sic] by himself as Manager and control person.
In witness whereof I hereunto set my hand.
_____________/s/_______________
Commissioner of the Superior Court
I, Lawrence R. Yurdin, state that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; that I agree freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that I consent to the entry of this Stipulation and Agreement.
| ______/s/________ | |
| Lawrence R. Yurdin |
State of: [Blank in Original]
County of: [Blank in Original]
On this the 29th day of April 2015, before me, the undersigned officer, personally appeared Lawrence R. Yurdin, 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