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MEYERS ASSOCIATES, L.P. * * * * * * * * * * * * * * * * * * |
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CONSENT ORDER NO. CO-17-8342-S |
I. PRELIMINARY STATEMENT
II. CONSENT TO WAIVER OF PROCEDURAL RIGHTS
WHEREAS, Meyers, through its execution of this Consent Order, voluntarily waives the following rights:
1. | To be afforded notice and an opportunity for a hearing within the meaning of Sections 36b-15(f) and 36b-27 of the Act and Section 4-177(a) of the General Statutes of Connecticut; |
2. | To present evidence and argument and to otherwise avail itself of Sections 36b-15(f) and 36b-27 of the Act and Section 4-177c(a) of the General Statutes of Connecticut; |
3. | To present its position in a hearing in which it is represented by counsel; |
4. | To have a written record of the hearing made and a written decision issued by a hearing officer; and |
5. | To seek judicial review of, or otherwise challenge or contest, the matters described herein, including the validity of this Consent Order. |
III. ACKNOWLEDGEMENT OF THE COMMISSIONER'S ALLEGATIONS
WHEREAS, Meyers, through its execution of this Consent Order, acknowledges the following allegations and admits sufficient evidence exists for the Commissioner to issue an order to cease and desist, an order revoking Meyers’ registration as a broker-dealer in Connecticut, and an order imposing a maximum administrative fine of one hundred thousand dollars ($100,000) per violation of the Act, or any regulation, rule or order adopted or issued under the Act:
1. | Meyers violated Section 36b-14(d) of the Act and Section 36b-31-14f of the Regulations by failing to provide copies of and make required books and records available to the Division when requested; |
2. | Meyers violated Section 36b-31-14a of the Regulations by failing to maintain true, accurate and current books and records; |
3. | Meyers violated Section 36b-31-6f of the Regulations by failing to establish, enforce and maintain a system for supervising the activities of its agents and employees that was reasonably designed to achieve compliance with applicable securities laws and regulations; |
4. | Meyers violated Section 36b-16 of the Act by offering and selling securities to at least one Connecticut investor, which securities were not registered in Connecticut under the Act; and |
5. | Meyers violated the cease and desist provision of the 2011 Consent Order, as well as Subsections 11 and 12 of Section IV of the 2015 Consent Order. |
WHEREAS, the Commissioner would have the authority to enter findings of fact and conclusions of law after granting Meyers an opportunity for a hearing;
AND WHEREAS, Meyers acknowledges the possible consequences of an administrative hearing and voluntarily agrees to consent to the entry of the sanctions described below.
IV. CONSENT TO ENTRY OF SANCTIONS
WHEREAS, Meyers, through its execution of this Consent Order, consents to the Commissioner’s entry of a Consent Order imposing the following sanctions:
1. | Meyers, its representatives, officers, agents, employees, affiliates, assigns, control persons or successors in interest shall cease and desist from engaging in conduct constituting or which would constitute a violation of the Act or any regulation or order under the Act, either directly or through any person, organization or other device, including without limitation, (i) failing to provide copies of and make its required books and records available to the Commissioner when requested, (ii) failing to maintain true, accurate and current books and records, (iii) failing to enforce and maintain adequate supervisory procedures that are reasonably designed to achieve compliance with applicable securities laws and regulations, and (iv) offering or selling unregistered securities in Connecticut; and |
2. | No later than the date this Consent Order is entered by the Commissioner, Meyers shall remit to the Department, by cashier’s check, certified check or money order made payable to “Treasurer, State of Connecticut,” the sum of twenty-five thousand dollars ($25,000) as an administrative fine. |
V. CONSENT ORDER
NOW THEREFORE, the Commissioner enters the following:
1. | The Sanctions set forth above be and are hereby entered; |
2. | Meyers’ withdrawal of its broker-dealer registration under the Act shall become effective upon the entry of this Consent Order; |
3. | Entry of this Consent Order by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Meyers based upon a violation of this Consent Order or the matters underlying its entry if the Commissioner determines that compliance with the terms herein is not being observed; |
4. | This Consent Order shall not preclude additional proceedings by the Commissioner against Meyers, its representatives, officers, agents, employees, affiliates, assigns, control persons or successors in interest for acts or omissions not specifically addressed in the Notice or this Consent Order or for acts and/or omissions that do not arise from the facts or transactions addressed in such Notice or this Consent Order; |
5. | Meyers, its representatives, officers, agents, employees, affiliates, assigns, control persons or successors in interest shall not take any action or make or permit to be made any public statement, including in regulatory filings or otherwise, denying, directly or indirectly, any allegation referenced in this Consent Order or create the impression that this Consent Order is without factual basis; |
6. | Meyers shall not take any position in any proceeding brought by or on behalf of the Commissioner, or to which the Commissioner is a party, that is inconsistent with any part of this Consent Order. However, nothing in this Consent Order affects Respondent’s testimonial obligations or right to take any legal or factual position in litigation, arbitration, or other legal proceedings in which the Commissioner is not a party; and |
7. | This Consent Order shall become final when entered. |
So ordered at Hartford, Connecticut, | _____/s/____________ | |
this 15th day of May 2017. | Jorge L. Perez | |
Banking Commissioner |
CONSENT TO ENTRY OF ORDER
I, Joseph Charles Marinelli, state on behalf of Meyers Associates, L.P. n/k/a Windsor Street Capital, L.P. (“Meyers”), that I have read the foregoing Consent Order; that I know and fully understand its contents; that I am authorized to execute this Consent Order on behalf of Meyers; that Meyers agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that Meyers consents to the entry of this Consent Order.
Meyers Associates, L.P. n/k/a Windsor Street Capital, LP | |
By: | ________/s/________________ |
Joseph Charles Marinelli | |
Chief Financial Officer |
State of: New York
County of: New York
On this the 10th day of May 2017, before me, the undersigned officer, personally appeared Joseph Charles Marinelli, who acknowledged himself to be the Chief Financial Officer of Meyers, and that he, as such Chief Financial Officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing in his capacity as Chief Financial Officer of Meyers.
____/s/_____________________ |
Notary Public |
Date Commission Expires: 2019 |