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EMBASSY LOANS, INC.
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WHEREAS, the Banking Commissioner (the “Commissioner”) is responsible for administering Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the “Act”) and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies (the “Regulations”) promulgated under the Act;
WHEREAS, Embassy Loans, Inc. (“Embassy”) of 6335 Stirling Road, Davie, Florida 33314, is an issuer of securities, specifically Secured Redeemable Credit Line Promissory Notes (the “Notes”);
WHEREAS, effective July 1, 1997 and following passage of the National Securities Markets Improvement Act of 1996 (“NSMIA”), P.A. 97-220 amended Section 36b-21 of the Act to add a new subsection (e), requiring that persons offering or selling a security that is a covered security under Section 18(b)(4)(D) of the Securities Act of 1933 [i.e. Rule 506 transactions] “file a notice with the commissioner within fifteen days after the first sale of such a security in this state” and pay an associated fee of $150;
WHEREAS, on June 9, 2010, the Securities and Business Investments Division of the Department of Banking (the “Division”) received from legal counsel to Embassy a Form D notice covering the sale of Notes to Connecticut residents pursuant to Rule 506 of federal Regulation D;
WHEREAS, the Form D received by the Division on June 9, 2010 included 1) a letter dated June 2, 2010 from the issuer indicating that the issuer had sold securities to a Connecticut resident in July 2009 and that Embassy had since incorporated internal procedures to ensure that all required filings for future securities sales would be made in a timely manner; and 2) a written statement from legal counsel to Embassy indicating that Embassy became aware of its failure to timely file in Connecticut when it retained counsel to help prepare for future securities offerings;
WHEREAS, the curative Form D filing received by the Division on June 9, 2010 also included the fee required by Section 36b-21(e) of the Act;
WHEREAS, the Commissioner acknowledges that Embassy cooperated with the Division in providing requested information and documents;
WHEREAS, Section 4-177(c) of Chapter 54 of the Connecticut General Statutes permits the resolution of a contested case by stipulation or agreed settlement;
WHEREAS, Embassy desires to settle the matters described herein and voluntarily enters into this Stipulation and Agreement;
WHEREAS, the Commissioner and Embassy acknowledge that this Stipulation and Agreement is in lieu of any court action or administrative proceeding against Embassy, its officers, directors, employees, agents or representatives adjudicating any issue of fact or law on the specific matters described herein;
WHEREAS, Embassy, through its execution of this Stipulation and Agreement, voluntarily waives any rights it may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement;
NOW THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
No later than the date this Stipulation and Agreement is executed by the Commissioner, Embassy shall remit to the department via check payable to “Treasurer, State of Connecticut” the sum of five hundred dollars ($500) as an administrative fine;
Embassy shall refrain from offering or selling securities in or from Connecticut absent compliance with Section 36b-16 of the Act, including timely compliance with any applicable filing requirements;
|(3)||Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Embassy based upon a violation of this Stipulation and Agreement or the basis for its entry if the Commissioner determines that compliance is not being observed with the terms hereof or if any representation made by or on behalf of Embassy and reflected herein is subsequently determined to be untrue; and|
|(4)||This Stipulation and Agreement shall become binding when executed by Embassy and the Commissioner.|
IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.
|Dated at Hartford, Connecticut||_______/s/_________|
|this 8th day of October 2010.||Howard F. Pitkin|
I, Alan Wuensch, state on behalf of Embassy Loans, Inc., that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; that I am authorized to execute this Stipulation and Agreement on behalf of Embassy Loans, Inc. and that Embassy Loans, Inc. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
|Embassy Loans, Inc.|
On this 5th day of Oct. 2010, personally appeared Alan Wuensch, signer of the foregoing Stipulation and Agreement, who, being duly sworn, did acknowledge to me that he was authorized to execute the same on behalf of Embassy Loans, Inc., and acknowledged the same to be his free act and deed, before me.
My Commission Expires: 02/27/2012