Securities and Exchange Commission v. Faceprint Global Solutions, et al., No. 1:2007cv01251 - Document 17 (E.D. Cal. 2008)

Court Description: FINAL JUDGMENT Against Defendant Faceprint Global Solutions, Inc.; ORDER signed by Judge Oliver W. Wanger on 1/31/2008. CASE CLOSED.(Esteves, C)

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Securities and Exchange Commission v. Faceprint Global Solutions, et al. Doc. 17 1 MARC J. FAGEL (Cal. Bar No. 154425) SUSAN F. LA MARCA (Cal. Bar No. 215231) 2 JEREMY E. PENDREY (Cal. Bar No. 187075) 3 Attorneys for Plaintiff SECURITIES AND EXCHANGE COMMISSION 4 44 Montgomery Street, Suite 2600 San Francisco, California 94104 5 Telephone: (415) 705-2500 Facsimile: (415) 705-2501 6 7 8 UNITED STATES DISTRICT COURT 9 EASTERN DISTRICT OF CALIFORNIA 10 FRESNO DIVISION 11 12 13 SECURITIES AND EXCHANGE COMMISSION, Plaintiff, 14 15 Case No. 1:07-01251-OWW-GSA vs. 16 FACEPRINT GLOBAL SOLUTIONS, INC.,; and PIERRE COTE, 17 Defendants. 18 FINAL JUDGMENT AGAINST DEFENDANT FACEPRINT GLOBAL SOLUTIONS, INC. 19 20 21 Plaintiff Securities and Exchange Commission (“Commission”) has filed a Complaint 22 (“Complaint”) in this action and defendant FacePrint Global Solutions, Inc. (“FacePrint”) entered a 23 general appearance and has submitted the Consent of FacePrint Global Solutions, Inc. to Final 24 Judgment (“Consent”). In the Consent, FacePrint acknowledged being served with the Summons and 25 Complaint, entered a general appearance, admitted the jurisdiction of this Court over it and over the 26 subject matter of this action, admitted that it was fully advised and informed of the right to a judicial 27 determination of this matter, waived findings of fact and conclusions of law as provided by Rule 52 of 28 the Federal Rules of Civil Procedure, consented to the entry of this Final Judgment, without admitting FINAL JUDGMENT OF FACEPRINT GLOBAL SOLUTIONS, INC. PDF created with pdfFactory trial version www.pdffactory.com Dockets.Justia.com 1 or denying any of the allegations in the Complaint except as set forth in the Consent, and waived 2 notice of hearing upon the entry of this Final Judgment. The Court, being fully advised, orders as 3 follows: 4 5 I. IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that FacePrint and its agents, 6 servants, employees, those with powers of attorney on FacePrint’s behalf, and all persons in active 7 concert or participation with any of them, who receive actual notice of this Final Judgment, by 8 personal service or otherwise, and each of them, are permanently enjoined and restrained from, 9 directly or indirectly, violating Sections 5(a) and (c) of the Securities Act of 1933 (“Securities 10 Act”) [15 U.S.C. §§ 77e(a) and (c)] by, directly or indirectly, in the absence of any applicable 11 exemption: 12 1. Unless a registration statement is in effect as to a security, making use of any means or 13 instruments of transportation or communication in interstate commerce or of the mails 14 to sell such security through the use or medium of any prospectus or otherwise; 15 2. Unless a registration statement is in effect as to a security, carrying or causing to be 16 carried through the mails or in interstate commerce, by any means or instruments of 17 transportation, any such security for the purpose of sale or for delivery after sale; or 18 3. Making use of any means or instruments of transportation or communication in 19 interstate commerce or of the mails to offer to sell or offer to buy through the use or 20 medium of any prospectus or otherwise any security, unless a registration statement has 21 been filed with the Commission as to such security, or while the registration statement is 22 the subject of a refusal order or stop order or (prior to the effective date of the 23 registration statement) any public proceeding or examination under Section 8 of the 24 Securities Act [15 U.S.C. § 77h]. 25 II. 26 IT IS HEREBY ORDERED, ADJUDGED AND DECREED that FacePrint and its agents, 27 servants, employees, those with powers of attorney on FacePrint’s behalf, and all persons in active 28 concert or participation with any of them, who receive actual notice of this Final Judgment, by -2- PDF created with pdfFactory trial version www.pdffactory.com FINAL JUDGMENT OF FACEPRINT GLOBAL SOLUTIONS, INC. 1 personal service or otherwise, and each of them, are permanently enjoined and restrained from, 2 directly or indirectly, violating Rule 102 of Regulation M under the Securities Exchange Act of 3 1934 (“Exchange Act”) [17 C.F.R. § 242.101] by, in connection with a distribution of a security, 4 directly or indirectly, bidding for, purchasing, or attempting to induce any person to bid for or 5 purchase the covered security during the applicable restricted period, in the absence of any 6 applicable exception. 7 III. 8 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that FacePrint is jointly and 9 severally liable, along with defendant Pierre Cote, for disgorgement of $1,474,686.93, representing 10 profits gained as a result of the conduct alleged in the Complaint, together with prejudgment interest 11 thereon in the amount of $99,138.31, for a total of $1,573,825.24. Based on FacePrint’s sworn 12 representations in its Statement of Financial Condition dated September 10, 2007, and other 13 documents and information submitted to the Commission, however, the Court is not ordering 14 FacePrint to pay a civil penalty and payment of all of the disgorgement and prejudgment interest 15 thereon is waived. The determination not to impose a civil penalty and to waive payment of all of the 16 disgorgement and pre-judgment interest is contingent upon the accuracy and completeness of 17 FacePrint’s Statement of Financial Condition. If at any time following the entry of this Final 18 Judgment the Commission obtains information indicating that FacePrint’s representations to the 19 Commission concerning its assets, income, liabilities or expenses were fraudulent, misleading, 20 inaccurate, or incomplete in any material respect as of the time such representations were made, the 21 Commission may, at its sole discretion and without prior notice to FacePrint of its intent to so 22 petition, petition the Court for an order requiring FacePrint to pay the unpaid portion of the 23 disgorgement, pre-judgment and post-judgment interest thereon, and the maximum civil penalty 24 allowable under the law. In connection with any such petition, the only issue shall be whether the 25 financial information provided by FacePrint was fraudulent, misleading, inaccurate, or incomplete in 26 any material respect as of the time such representations were made. In its petition, the Commission 27 may move this Court to consider all available remedies, including, but not limited to, ordering 28 FacePrint to pay funds or assets, directing the forfeiture of any assets, or sanctions for contempt of -3- PDF created with pdfFactory trial version www.pdffactory.com FINAL JUDGMENT OF FACEPRINT GLOBAL SOLUTIONS, INC. 1 this Final Judgment. The Commission may also request additional discovery. FacePrint may not, by 2 way of defense of such petition: (1) challenge the validity of the Consent or this Final Judgment; (2) 3 contest the allegations in the Complaint filed by the Commission; (3) assert that payment of 4 disgorgement, pre-judgment and post-judgment interest or a civil penalty should not be ordered; (4) 5 contest the amount of disgorgement and pre-judgment and post-judgment interest; (5) contest the 6 imposition of the maximum civil penalty allowable under the law; or (6) assert any defense to 7 liability or remedy, including, but not limited to, any statute of limitations defense. 8 9 IV. IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is 10 incorporated herein with the same force and effect as if fully set forth herein, and that FacePrint 11 shall comply with all of the undertakings and agreements set forth therein. 12 13 14 V. IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. 15 VI. 16 There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil 17 Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice. 18 19 20 DATED: January 31, 2008 21 22 23 /s/ OLIVER W. WANGER UNITED STATES DISTRICT JUDGE 24 25 26 27 28 -4- PDF created with pdfFactory trial version www.pdffactory.com FINAL JUDGMENT OF FACEPRINT GLOBAL SOLUTIONS, INC. 1 APPROVED AS TO FORM: 2 3 4 5 6 7 ___________________________ H. Thomas Fehn Fields, Fehn & Sherwin 11755 Wilshire Blvd., 15th Floor Los Angeles, CA 90025 (310) 473 6338 Attorney for Defendant FACEPRINT GLOBAL SOLUTIONS, INC. 8 9 10 SUBMITTED BY: 11 12 13 14 15 16 _______________________ Jeremy E. Pendrey Attorneys for Plaintiff SECURITIES AND EXCHANGE COMMISSION 44 Montgomery Street, Suite 2600 San Francisco, California 94104 Telephone: (415) 705-2500 Fax: (415) 705-2501 17 18 19 20 21 22 23 24 25 26 27 28 -5- PDF created with pdfFactory trial version www.pdffactory.com FINAL JUDGMENT OF FACEPRINT GLOBAL SOLUTIONS, INC.

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