UNITED STATES DISTRICT COURT DISTRICT OF NEW · PDF filewhile denying the allegations in the...

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Transcript of UNITED STATES DISTRICT COURT DISTRICT OF NEW · PDF filewhile denying the allegations in the...

Case 2:15-cv-03528-JLL-JAD Document 8-1 Filed 08/11/15 Page 1 of 16 PagelD: 131

UNITED STATES DISTRICT COURTDISTRICT OF NEW JERSEY

SECLI.RITIES AND EXCHANGE COMMISSION,

Plaintiff, : 15 Civ. 3528 (JLL)

against

AI)A4 S. G()TTBETTER, MITCHELL G. ADAM,and K. DAVID STEVENSON,

Defendants,

FINAL .JUI)GMFNT AS To DEFENI)ANT MITCHELL G. ADAM

the Securities and Exchange Commission, having filed a Complaint and l)efendant

Mitchell G. Adam (Deiendant) having entered a general appearance; consented to the Courts

junsdiction over Defendant and the subject matter of this action; consented to entry of this Final

Judgment; waived findings of fact and conclusions of law; and waived any right to appeal from

this Final Judgment:

IT IS HEREBY ORDERED, ADJUDGED. AND DECREED that Defendant is

permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the

Securities Exchange Act of 1934 (the Exchange Acts) (15 U.S.C. 78j(b)1 and Rule lOb-5

promulgated thereunder [17 C,F.R. 240.lOb-5j, by using any means or instrumentality of

interstate commerce, or of the mails, or of any facility of any national securities exchange, in

connection with the purchase or sale of any security:

(a) to employ any device, scheme, or arti lice to defraud;

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(b) to make any untrue statement of a material fact or to omit to state a material fuel

necessary in order to make the statements made, in the light of the circumstances

under which they were made, not misleading; or

(c) to engage in any act, practice, or course of business which operates or would

operate as a fraud or deceit upon any person.

[F [S FURTHER ORDERED, ADJUDGE1). AND DECREED that, as provided in

Federal Rule of Civil Procedure 65(d)(2), the lbrcgoing paragraph also binds the tbllowing who

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendants

officers, agents, servants, employees, and attorneys: and (b) other persons in active COncert or

partiL ipation with Defendant or with anyone described in (a).

H.

IT IS HEREBY FURTHER ORDERED, ADJUDGED, ANI) DECREED that Defendant

is permanently barred from participating in an offering of penny stock, including engaging in

activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or

attempting to induce the purchase or sale of any penny stock. A penny stock is any equity

security that has a price of less than live dollars, except as provided in Rule 3a51-l under the

E.ixchame Act [17 C.F,R. 240.3a5 I-l.

111.

IT iS FURTFIER ORDERED, ADJUDGED, AND DECREED that the Consent is

incorporated herein with the same force and effect as if fully set forth herein, and that Defendant

shall comply with all of the undertakings and agreements set forth therein.

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Case 2:15-cv-03528-JLL-JAD Document 8-1 Piled 08/11/15 Page 3 of 16 PageD: 133

I V

IS Uk I IIIR 0RD1 RU), ADJUDGED AND DE( REEl) that thk Court ball retain

r. t do nawr ib; tIc poroc N titiflcin the nn, of this I mat iud!4nlr fit.

0 201

UNI D STATES DISTRICT JUDGE

3

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I [El) STATES DISTRICT COURT1)1 Si kICT OF NEW JERSEY

Plaintiff, : 15 Civ. 3528 JLL

igainst

\J)A 4 S. (u1rrBETTKR, MITChElL C. ADAM,md K DAY II) STEVENSoN,

I )efend aids.

CONSENT OF DEFENDANT MITChELL G. AUA1

I)cf3ndant Mitchell (i. Adam (I)efendant) w&ves servicc fa suipmons anc thecomplaint in this action, enters a general appearance, an consents to the Courts jurisdiction

n er 1)efendant and over the subject matter of this action.

2. njtI( 2() 5, Defendant pleaded guilty to an lnformtn in jdwyLJtteh:II,( n:\i, 15 Cr. 3l(Jt L) (DNJ.) charging bli with one

count of conspiracy to commit securities and mail fraud, in violation of Title 1$, United States

:od 3 11, In connection with that plea, Deferdant adrntted the facts set out in tl transcript1n iea tloeuton that is attached as Exhibit A to this Consent. This Consent shall remain in

fuN foic. nJ effect regardless of the existence or outcome of any further proceed4ngs in

Sitrcs v. Adam.

l)efendant hereby consents to the entry of the final Judgment in the form attached

Nereto phe FinaI .Judgment) and incorporated by reference herein, which, among other things:

(a) permanently restrains and enjoins Defendant from vtolatin of Sceion

lO(bt of the Securities Exclange Act of 1934 (Exchange Acfl [15

1

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U.S.C. ft 78j(b)j, and Rule 106.5 thereunder [17 C.P.R. 240.106.5):and

(b) permanently restrains and enjoin Defendant from participating in any

offering of penny stock pursuont to Section 2l(dX6) of the xchango Act

[15 U.S.C. * lBu(d)(6)I.

I. Defendant waives the entry of findings of fact an4 conclusicyve of law pursuant to

Rek. 5 ! ni the lede:al Rules of Civil Procedure.

1 l)etcndant waives the right, If any, to a jury tril and to appcaf from the entry of

he mu Judgment.

6. Defendant enters into this Consent voluntarily and represents that no threats,

otwas, promises, or inducements of any kind have been made by the Commission or any

member, officer, employee, agent or representative of the Commission to induce Defendant to

InIO IIILO this Consent.

7. Defendant agrees that this Consent shall be incorporated into the Final Judgment

with the iino force and effect as if fully set forth therein.

8. I)cfendant will not oppose the enforcement of the Final Judgment on the ground,

it any exists, that it fails to comply with Rule 65(d) of the Federal Rules of Civil Proceduie, and

hereby waives .ny objection based thereon.

9. 1)efendant waives service of the Final Judgment and agrees that entry of the Final

Judgment by the Court and filing with the Clerk of the Court will constitute notice to Defendant

ot it ternis and conditions. Defendant further agrees to provide counsel for the Commission,

vithin Ihitty days after the Final Judgment Is filed with the Clerk of the Court, with an affidavit

or dcclaration stating that Defendant has received and read a copy of the Final Judgment.

2

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10 Consistent with 17 C.P.R. * 202.5(1), this Consent resolves only the claims.t,crtd .igainst Defendant in this civil proceeding. Defendant acknowledges that no promise oricptesentation has been wade by the Commission or any member, officer, employee, agent. ortepresentative of the Commission with regard to any criminal liability that may have atmen ormay arise from the facts underlying this action or immunity from any such criminal liability.Dic,idant Waives any claim of Double Jeopardy based upon the settlement of this proceeding,including the imposition of any remedy or civil penalty herein. Defendant further acknowledgesthat the Couits entry of a permanent injunction may have collateral consequences undos lederidor date law and the rules and regulations of self-regulatory organizations, licensing boards, andother regulatory organizations. Such collateral consequences include, but arc not limited to. astatutory disqualification with respect to membership or participation in, or association with amemner of, a self-regulatory organization. This statutory disqualification has consequences thatare scpasatc ham any sanction imposed in an administrative proceeding. In addition, in anydisciplinary proceeding before the Commission based on the entry of the injunction in this

;iciitn, Defendant understands that he shall not be permitted to contest the factual allegations ofthe complaint in Ibis action.

II Defendant understands and agrees to comply with the Commissions policy notto pet mit a defendant or respondent to consent to a judgment or order that imposes a sanction

while denying the allegations in the complaint or order for proceedings. 17 CJLR. * 202.5 Incornpliance with this policy, Defendant acknowledges the guilty plea for related criminal

ionduct described in paragraph 2 above, and agrees: (i) not tab any action or make or permit tobe made any public statement denying, directly or indirectly, any allegation in the complaint or

wcating the impression that the complaint Is without factual basis; and (ii) that upon the filing of

3

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this C. assent, Defendant hereby withdraws any papers filed in this action to the extent that they

ley In) allegation in the complaint. If Defendant breaches this agreement, the Commission

may pcition the Court to vacate the Pinal Judgment and restore this ac