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IN THE MATTER OF: DENNIS MICHAEL QUIRK ("Quirk") * * * * * * * * * * * * * * * |
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CONSENT ORDER DOCKET NO. CO-2005-7044-S |
I. PRELIMINARY STATEMENT
WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (“Act”), and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies promulgated under the Act (“Regulations”);
WHEREAS, the Commissioner, through the Securities and Business Investments Division (“Division ”) of the Department of Banking, conducted an investigation pursuant to Section 36b-26(a) of the Act into the activities of Quirk, to determine whether Quirk had violated, was violating or was about to violate any provisions of the Act or Regulations (“Investigation”);
WHEREAS, as a result of the Investigation, the Division alleges that Quirk, from December 2002 through January 2004, effected transactions in securities with at least two Connecticut investors on behalf of an issuer, Ambient Corporation of 79 Chapel Street, Newton, Massachusetts, and was paid compensation, including a cash success fee and warrants, for his activities in connection therewith;
WHEREAS, at no time during the period that Quirk was effecting transactions in securities in Connecticut on behalf of Ambient Corporation was Quirk registered as an agent of issuer in Connecticut, in violation of Section 36b-6 of the Act;
WHEREAS, from February 1, 1984 to January 8, 1993, Quirk had been president of United Resources, Inc., a registered broker-dealer based in New York;
WHEREAS, from August 27, 1985 to December 31, 1991. Quirk had been registered under the Act as an agent of United Resources, Inc.;
WHEREAS, Section 36b-31(a) of the Act, provides, in relevant part, that “[t]he commissioner may from time to time make . . . such . . . orders as are necessary to carry out the provisions of sections 36b-2 to 36b-33, inclusive”;
WHEREAS, Section 36b-31(b) of the Act, provides, in relevant part, that “[n]o . . . order may be made . . . unless the commissioner finds that the action 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 sections 36b-2 to 36b-33, inclusive”;
WHEREAS, Quirk and the Commissioner now desire to resolve the matters described herein without the need for further administrative proceedings, and agree to the language in this Consent Order.
CONSENT TO WAIVER OF PROCEDURAL RIGHTS
WHEREAS, Quirk, through his execution of this Consent Order, voluntarily waives the following rights:
| 1. | To be afforded notice within the meaning of Section 36b-27 of the Act and Section 4-177(a) and Section 4-177(b) of the Connecticut General Statutes; |
| 2. | To be afforded an opportunity for a hearing within the meaning of Section 36b-27 of the Act and Section 4-177(a) of the Connecticut General Statutes; |
| 3. | To present evidence and argument and to otherwise avail himself of Section 36b-27 of the Act and Section 4-177c(a) of the Connecticut General Statutes; |
| 4. | To present his position in a hearing in which he is represented by counsel; |
| 5. | To have a written record of the hearing made and a written decision issued by a hearing officer; and |
| 6. | To seek judicial review of, or otherwise challenge or contest the matters described herein, including the validity of this Consent Order. |
WHEREAS, Quirk, through his execution of this Consent Order, acknowledges the following allegations of the Commissioner without admitting or denying them:
| 1. | The entry of this Consent Order 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 |
| 2. | Quirk violated Section 36b-6 of the Act by effecting transactions in securities for at least two Connecticut investors without registering as an agent of issuer in Connecticut. Pursuant to Section 36b-27 of the Act, such violation forms the basis for the Commissioner to issue against Quirk an order to cease and desist, an order imposing a fine, an order to make restitution, and/or an order to provide disgorgement of sums shown to have been obtained in violation of the Act. |
WHEREAS, the Commissioner would have the authority to enter findings of fact and conclusions of law after granting Quirk an opportunity for a hearing;
WHEREAS, Quirk, through his execution of this Consent Order, consents to the Commissioner’s entry of a Consent Order imposing on him the following sanctions:
| 1. | No later than the date this Consent Order is executed by Quirk, Quirk shall remit to the Department of Banking, by certified check made payable to “Treasurer, State of Connecticut”, the sum of Two Thousand Five Hundred Dollars ($2,500) representing a monetary fine and reimbursement of the Division’s investigative costs; |
| 2. | For a period of two years and six months, commencing December 23, 2005, or at the date this Consent Order is executed by Quirk, whichever is later, Quirk shall retain the services of independent legal counsel sufficiently experienced in state and federal securities law to advise Quirk on a quarterly basis concerning any business activities conducted or contemplated by Quirk in the financial services industry, including, without limitation, broker-dealer, agent and investment advisory activities. No later than 20 calendar days following the close of each quarter, Quirk shall file with the Commissioner a sworn affidavit verifying that he has fully discussed with legal counsel his actual and proposed business activities and that, in connection therewith, Quirk is complying with the advice of counsel; and |
| 3. | No later than the date this Consent Order is executed by Quirk, Quirk shall file with the Commissioner a sworn affidavit verifying that from February, 2004 until the date of execution of this Consent Order, Quirk has not effected transactions in securities with any Connecticut residents in violation of the Act or Regulations. |
| 4. | If Quirk changes attorneys at any point during the required two year, six month reporting period, Quirk shall, prior to any such change, report to the Department in a sworn affidavit, the name, address, and telephone number of the new attorney and the reasons for such change. |
AND WHEREAS, Quirk specifically assures the Commissioner that none of the violations alleged herein shall occur in the future.
NOW THEREFORE, the Commissioner enters the following:
| 1. | The Sanctions set forth above be and are hereby entered; |
| 2. | Entry of this Consent Order by the Commissioner is without prejudice to the right of the Commissioner to take enforcement against Quirk 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 or if any representations made by Quirk and reflected herein are subsequently discovered to be untrue; |
| 3. | This Consent Order shall not preclude additional proceedings by the Commissioner against Quirk for acts or omissions not specifically addressed in this Consent Order or for acts and/or omissions that do not arise from the facts or transactions addressed herein; and |
| 4. | This Consent Order shall become final when issued. |
Dated at Hartford, Connecticut John P. Burke
this 4th day of January 2006. Banking Commissioner
CONSENT TO ENTRY OF ORDER
State of: Connecticut
County of: Fairfield
On this the 27th day of December 2005, before me, Dan E. LaBelle, the undersigned officer, personally appeared Dennis Michael Quirk, 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/_________
Dan E. LaBelle
Commissioner of Superior Court