Securities And Exchange Commission v. Verifone Holdings, Inc. et al, No. 5:2009cv04046 - Document 19 (N.D. Cal. 2009)
Court Description: STIPULATION AND ORDER RE: 13 FINAL JUDGMENT AGAINST DEFENDANT VERFIFONE HOLDINGS, INC. (rslc2, COURT STAFF) (Filed on 11/12/2009)
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Securities And Exchange Commission v. Verifone Holdings, Inc. et al Doc. 19 *E-Filed 11/12/09* Dockets.Justia.com MARC J. FAGEL (Cal. Bar No. 154425) MICHAEL S. DICKE (BAR NO. 158187) dickem@sec.gov SHEILA O'CALLAGHAN (Cal. Bar. No. 131032) ocallaghans@sec.gov CATHERINE D. WHITING (Cal. Bar No. 190436) whitingc@sec.gov Attorneys for Plaintiff SECURITIES AND EXCHANGE COMMISSION 44 Montgomery Street, 26th Floor San Francisco, California 94 104 Telephone: 415-705-2500 Facsimile: 415-705-2501 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION SECURITIES AND EXCHANGE COMMISSION, Plaintiff, ) ) ) ) ) CASE NO.: CV 09 4046 RS ) ) ) ) [PROPOSED] FINAL JUDGMENT AGAINST DEFENDANT VERIFONE HOLDINGS, INC. 1 v. VERIFONE HOLDINGS, INC. and PAUL PERIOLAT, Defendants. 1 1 Plaintiff Securities and Exchange Commission ("Commission") has filed a Complaint for Permanent Injunction and Other Relief ("Complaint") in this action and Defendant VeriFone Holdings, Inc. ("VeriFone") has entered a general appearance and has submitted the Consent of VeriFone Holdings, Inc. to entry of Final Judgment of Permanent Injunction and Other Relief ("Consent"). In the Consent, VeriFone waived service of the Summons and the Complaint, admitted the jurisdiction of this Court over it and over the subject matter of this action, admitted that it was fully advised and informed of the right to a judicial determination of this matter, [PROPOSED] FINAL JUDGMENT OF VERIFONE INC. HOLDINGS, CASENO. CV 09 4046 I S waived findings of fact and conclusions of law as provided by Rule 52 of the Federal Rules of Civil Procedure, consented to the entry of this Final Judgment, without admitting or denying any of the allegations in the Complaint except as set forth in the Consent, and waived notice of hearing upon the entry of this Final Judgment. The Court, being fully advised, orders as follows: I. IT IS HEREBY ORDERED, ADJUDGED AND DECREED that VeriFone and its agents, servants, employees and attorneys-in-fact, and all persons in active concert or participation with any of them, who receive actual notice of this Final Judgment, by personal service or otherwise, and each of them, are permanently enjoined and restrained fiom violating Section 13(a) of the Exchange Act [15 U.S.C. promulgated thereunder [17 C.F.R. 5 78m(a)] and Rules 12b-20, 13a-11 and 13a-13 $5 240.12b-20,240.13a-11 and 240.13a-131 by failing to file periodic reports in conformity with the Commission's integrated reporting and disclosure regulations, Regulations S-K and S-X, or by failing to include such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading. 11. IT IS FURTHER ORDERED, ADJUDGED AND DECREED that VeriFone and its agents, servants, employees and attorneys-in-fact, and all persons in active concert or participation with any of them, who receive actual notice of this Final Judgment, by personal service or otherwise, and each of them, are permanently enjoined and restrained fiom violating Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. 5 78m(b)(2)(A)] by failing to make or keep books, records or accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer. 111. IT IS FURTHER ORDERED, ADJUDGED AND DECREED that VeriFone and its agents, servants, employees and attorneys-in-fact, and all persons in active concert or participation with any of them, who receive actual notice of this Final Judgment, by personal -2- [PROPOSED] FINAL JUDGMENT VERIFONE OF HOLDINGS, INC. service or otherwise, and each of them, are permanently enjoined and restrained fiom violating Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. 5 78m(b)(2)(B)] by failing to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: A. transactions are executed in accordance with management's general or specific authorization; B. transactions are recorded as necessary (i) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (ii) to maintain accountability for assets; C. access to assets is permitted only in accordance with management's general or specific authorization; and D. the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. IV. IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is incorporated herein with the same force and effect as if fully set forth herein, and that VeriFone shall comply with all of the undertakings and agreements set forth therein. 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. //I 111 /// /I/ 11 1 //I 111 / I1 -3- [PROPOSED] FINAL JUDGMENT OFVERWONE HOLDINGS, INC. VI. 4b There being no just reason for delay, pursuant to Rule 5 ( ) of the Federal Rules of Civil Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without hrther notice. Dated November 12 ,2009 UNITED STATES DISTFUCT JUDGE RICHARD SEEBORG United States Magistrate Judge -4- [PROPOSED] FINAL JUDGMENT VERIFONE OF H L I G , INC. O DN S
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