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SF INVESTMENTS, INC.
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WHEREAS, SF Investments, Inc. (“SFI”) f/k/a SFS Securities, Inc. f/k/a Sucsy Fischer Securities, Inc. is a broker-dealer that has been registered under Chapter 672a of the General Statutes of Connecticut, the Connecticut Uniform Securities Act (the “Act”) since January 23, 2014. SFI was previously registered as a broker-dealer in Connecticut from July 9, 1990 to December 31, 2008. SFI maintains its principal office at 799 Central Avenue, Highland Park, Illinois 60035;
WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of the Act and Sections 36b-31-2 to 36b-31-33, inclusive, of the Regulations of Connecticut State Agencies (“Regulations”) promulgated under the Act;
WHEREAS, Lawrence Grant Sucsy (“Sucsy”) (CRD No. 439335) has been registered as a broker-dealer agent of SFS under the Act since February 16, 2017. Sucsy was previously registered as a broker-dealer agent of the firm in Connecticut from October 24, 1995 to November 13, 2003;
WHEREAS, St. Teresa Medical, Inc. (“STM”), a Minnesota corporation, is an issuer of securities consisting of equity and debt obligations. STM retained SFS to act as placement agent in conjunction with various private placements. SFI’s role included preparing the private placement memoranda and conducting appropriate due diligence. Commencing in or about 2014, Sucsy was a Director of STM;
WHEREAS, from 2014 forward, SFI assisted STM in facilitating sales of the STM securities to Connecticut investors and derived sales compensation for its role in the offerings. Blue sky filings were not timely made for all of the offerings;
WHEREAS, Sucsy represented SFI in effecting sales of the STM securities at a time when Sucsy was not registered as a broker-dealer agent under the Act;
WHEREAS, SFI brought the aforementioned broker-dealer agent registration issue to the agency’s attention;
WHEREAS, SFI also extended to the affected Connecticut investor a rescission offer for $25,000 plus interest, an offer which the Connecticut investor elected not to accept;
WHEREAS, the staff of the Securities and Business Investments Division (“Division”) of the Department of Banking (“Department”) conducted a follow-up evaluation to determine whether SFI had violated, was violating or was about to violate any provision of the Act or any rule, regulation or order thereunder;
WHEREAS, Section 36b-(6)(b) of the Act provides, in part, that: “No broker-dealer shall employ an agent unless such agent is (1) registered under sections 36b-2 to 36b-34, inclusive, or (2) an associated person who represents a broker-dealer in effecting transactions described in subdivisions (2) and (3) of Section 15(h) of the Securities Exchange Act of 1934 . . . . ”;
WHEREAS, a violation of Section 36b-6(b) of the Act would support the initiation of administrative proceedings under Sections 36b-15 and 36b-27 of the Act;
WHEREAS, an administrative proceeding initiated under Sections 36b-15 and 36b-27 of the Act would constitute a “contested case” within the meaning of Section 4-166(4) of the General Statutes of Connecticut;
WHEREAS, Section 4-177(c) of the General Statutes of Connecticut and Section 36a-1-55(a) of the Regulations provide that a contested case may be resolved by stipulation or agreed settlement, unless precluded by law;
WHEREAS, SFI desires to settle the matter described herein and, without either admitting or denying the Commissioner’s allegations set forth hereinabove, and solely for the purpose of concluding this matter, voluntarily enters into this Stipulation and Agreement, acknowledging that this Stipulation and Agreement is in lieu of any court action or administrative proceeding adjudicating any issue of fact or law on the matter described herein;
WHEREAS, SFI expressly consents to the Commissioner’s jurisdiction under the Act and to the terms of this Stipulation and Agreement;
WHEREAS, SFI, 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;
AND WHEREAS, SFI specifically assures the Commissioner that none of the violations alleged in this Stipulation and Agreement shall occur in the future.
NOW THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
No later than the date this Stipulation and Agreement is executed by the Commissioner, SFI shall remit to the Department by cashier’s check, certified check or money order made payable to “Treasurer, State of Connecticut” the sum of one thousand eight hundred dollars ($1,800), one thousand five hundred dollars ($1,500) of which shall constitute an administrative fine and three hundred dollars ($300) of which shall constitute reimbursement for past due agent registration fees;
SFI, its officers, directors, representatives, agents, employees, affiliates, and successors in interest shall refrain from engaging, directly or indirectly, in conduct constituting or which would constitute a violation of the Act or any regulation or order under the Act;
|3.||Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against SFI 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 of this Stipulation and Agreement;|
|4.||Through its execution of this Stipulation and Agreement, SFI agrees that it shall not take any action or make or permit to be made any public statement, including in regulatory filings or otherwise, denying, directly or indirectly, any allegation referenced in this Stipulation and Agreement or create the impression that this Stipulation and Agreement is without factual basis; and|
|5.||This Stipulation and Agreement shall become binding when executed by SFI and the Commissioner.|
IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.
|Dated at Hartford, Connecticut,||_____/s/_____________|
|this 21st day of March 2018.||Jorge L. Perez|
I, Daniel M. Shapiro, state on behalf of SF Investments, 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 SF Investments, Inc.; and that SF Investments, Inc. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
|SF Investments, Inc.|
|Daniel M. Shapiro|
|Chief Executive Officer|
State of: Illinois
County of: Lake
On this the 15th day of March 2018, before me, the undersigned officer, personally appeared Daniel M. Shapiro, who acknowledged himself to be the Chief Executive Officer of SF Investments, Inc., a corporation, and that he, as such Chief Executive Officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as Chief Executive Officer.
In witness whereof I hereunto set my hand.
Date Commission Expires: June 14, 2019