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THOMAS E. SEILER * * * * * * * * * * * * * * * * * * |
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CONSENT ORDER No. CO-15-8269-S |
I. PRELIMINARY STATEMENT
WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of Chapter 672a of the General Statutes of Connecticut, the Connecticut Uniform Securities Act (“Act”), and Sections 36b-31-2 to 36b-31-33, inclusive, of the Regulations of Connecticut State Agencies (“Regulations”) promulgated under the Act;
WHEREAS, Thomas E. Seiler (“Respondent”) is an individual with an address at 883 Trinity Drive, Lewisville, Texas 75056. From approximately January 1993 to approximately November 2012, Respondent resided at 18 Wilson Ridge Road, Darien, Connecticut 06820;
WHEREAS, Q 350 Ely LLC (“Q 350”) is a Connecticut limited liability company formed on June 10, 2008 and located at One Marshall Street, Suite 207, Norwalk, Connecticut 06854. Q 350 was created to develop a commercial recreation sports facility in South Norwalk, Connecticut known as the “Sono Field House”. In approximately October 2009, the Sono Field House was complete and was operating as a sports facility;
WHEREAS, in 2009 and 2010, Respondent was involved in the day-to-day operations of the Sono Field House, including acting as both its general manager and director of sales for corporate events, respectively;
WHEREAS, the Commissioner, through the Securities and Business Investments Division (“Division”) of the Department of Banking (“Department”), conducted an investigation pursuant to Section 36b-26(a) of the Act into the activities of Respondent to determine whether he violated, has violated or is about to violate provisions of the Act or Regulations (“Investigation”);
WHEREAS, as a result of the Investigation, the Commissioner has reason to believe that Respondent has violated the Act, and that such violations would support administrative proceedings against Respondent under Section 36b-27 of the Act;
WHEREAS, as a result of such Investigation, the Division obtained evidence that at various times from approximately September 2008 to approximately September 2010, Respondent assisted Q 350 in offering and selling securities issued by Q 350 (“Q 350 Securities”) in and from Connecticut to at least one investor. The Q 350 Securities were not registered in Connecticut under Section 36b-16 of the Act, nor were they exempt from registration under Section 36b-21 of the Act, nor were they the subject of a filed exemption claim or claim of covered security status. Respondent was never registered as an agent of issuer under the Act;
WHEREAS, Section 36b-31(a) of the Act provides, in relevant part, that “[t]he commissioner may from time to time make . . . such . . . orders as are necessary to carry out the provisions of sections 36b-2 to 36b-34, inclusive”;
WHEREAS, Section 36b-31(b) of the Act provides, in relevant part, that “[n]o . . . order may be made . . . unless the commissioner finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of sections 36b-2 to 36b-34, inclusive”;
WHEREAS, an administrative proceeding initiated under Section 36b-27 of the Act would constitute a “contested case” within the meaning of Section 4-166(4) of the General Statutes of Connecticut, as amended by Public Act 15-61;
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 consent order, unless precluded by law;
WHEREAS, without holding a hearing and without trial or adjudication of any issue of fact or law, and prior to the initiation of any formal proceeding, the Commissioner and Respondent reached an agreement, the terms of which are reflected in this Consent Order, in full and final resolution of the matters described herein;
WHEREAS, the Commissioner finds that the entry of this Consent Order is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act;
WHEREAS, Respondent expressly consents to the Commissioner’s jurisdiction under the Act and to the terms of this Consent Order;
AND WHEREAS, Respondent, through his execution of this Consent Order, specifically assures the Commissioner that none of the violations alleged in this Consent Order shall occur in the future.
II. CONSENT TO WAIVER OF PROCEDURAL RIGHTS
WHEREAS, Respondent, through his execution of this Consent Order, voluntarily waives the following rights:
| 1. | To be afforded notice and an opportunity for a hearing within the meaning of Section 36b-27 of the Act and Section 4-177(a) of the General Statutes of Connecticut; |
| 2. | To present evidence and argument and to otherwise avail himself of Section 36b-27 of the Act and Section 4-177c(a) of the General Statutes of Connecticut; |
| 3. | To present his position in a hearing in which he is represented by counsel; |
| 4. | To have a written record of the hearing made and a written decision issued by a hearing officer; and |
| 5. | To seek judicial review of, or otherwise challenge or contest, the matters described herein, including the validity of this Consent Order. |
III. ACKNOWLEDGEMENT OF THE COMMISSIONER'S ALLEGATIONS
WHEREAS, Respondent, through his execution of this Consent Order, acknowledges the following allegations of the Commissioner, and does not admit or deny these allegations, but agrees that there is sufficient evidence that would support the Commissioner’s initiation of administrative proceedings under Section 36b-27(a) and 36b-27(d) of the Act:
| 1. | Respondent violated Section 36b-16 of the Act through the offer and sale of securities in or from Connecticut to at least one investor, which securities were not registered in Connecticut under the Act, nor were they exempt from registration under Section 36b-21 of the Act, nor were they the subject of a filed exemption claim or claim of covered security status; and |
| 2. | Respondent violated Section 36b-6(a) of the Act by transacting business as an unregistered agent of issuer. |
WHEREAS, the Commissioner would have the authority to enter findings of fact and conclusions of law after granting Respondent an opportunity for a hearing;
AND WHEREAS, Respondent acknowledges the possible consequences of an administrative hearing and voluntarily agrees to consent to the entry of the sanctions described below.
IV. CONSENT TO ENTRY OF SANCTIONS
WHEREAS, Respondent, through his execution of this Consent Order, consents to the Commissioner’s entry of a Consent Order imposing on him the following sanctions:
| 1. | Respondent shall cease and desist from directly or indirectly violating the provisions of the Act, including, without limitation, engaging in any activity in or from Connecticut that violates Sections 36b-16 or 36b-6(a) of the Act; |
| 2. | No later than the date this Consent Order is entered by the Commissioner, Respondent shall pay to the Department by cashier’s check, certified check or money order made payable to “Treasurer, State of Connecticut,” the sum of one thousand five hundred dollars ($1,500), which shall constitute an administrative fine; and |
| 3. | For a period of ten years, Respondent shall not: (a) apply for registration under the Act, or transact business in or from Connecticut, as a broker-dealer, agent, investment adviser or investment adviser agent as such terms are defined in Section 36b-3 of the Act; (b) rely on any definitional exclusion or exemption under the Act that would otherwise excuse registration by a person transacting business in or from Connecticut as an agent of issuer, broker-dealer agent, investment adviser agent, broker-dealer or investment adviser; and (c) act as a finder for compensation, receive or split commissions or similar remuneration and/or receive referral fees in conjunction with the offer, sale or purchase of securities effected in or from Connecticut. |
V. CONSENT ORDER
NOW THEREFORE,
the Commissioner enters the following:| 1. | The Sanctions set forth above be and are hereby entered; |
| 2. | Entry of this Consent Order by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Respondent based upon a violation of this Consent Order or the matters underlying its entry if the Commissioner determines that compliance with the terms herein is not being observed; |
| 3. | Nothing in this Consent Order shall be construed as limiting the Commissioner's ability to take enforcement action against the Respondent based upon evidence of which the Division was unaware on the date hereof relating to a violation of the Act or any regulation or order under the Act; |
| 4. | Respondent 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 Consent Order or create the impression that this Consent Order is without factual basis. However, nothing is [sic] this Consent Order affects Respondent’s testimonial obligations or right to take any legal or factual position in litigation, arbitration, or other legal proceedings in which the Commissioner is not a party; and |
| 5. | Respondent shall not take any position in any proceeding brought by or on behalf of the Commissioner, or to which the Commissioner is a party, that is inconsistent with any part of this Consent Order. |
| So ordered at Hartford, Connecticut, | ____/s/_____________ | |
| this 2nd day of February 2016. | Jorge L. Perez | |
| Banking Commissioner |
CONSENT TO ENTRY OF ORDER
I, Thomas E. Seiler, state that I have read the foregoing Consent Order; that I know and fully understand its contents; that I agree freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that I consent to the entry of this Consent Order.
______/s/_____
Thomas E. Seiler State of: New York
County of: New York
On this the 29th day of Jan. 2015 [sic], before me, the undersigned officer, personally appeared Thomas E. Seiler, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained.
In witness whereof I hereunto set my hand.
| ____/s/___________________________ |
| Notary Public |
| Date Commission Expires: Feb. 21, 2016 |