Securities and Exchange Commission v. First Amended Complaint, et al.
raw: Lr20508 Rsp Pi
Lr20508 Rsp Pi, No. 3:06-CV-06384-MHP (Mar. 24, 2008)
summary
Romulus S. Pereira was permanently enjoined from securities fraud and accounting violations without admitting or denying allegations, agreeing to pay $450,000 in disgorgement and penalties and being barred for five years from serving as an officer or director of any SEC-registered issuer.
paragraph
Romulus S. Pereira consented to a permanent injunction prohibiting violations of Sections 10(b), 13(b), and related rules of the Securities Exchange Act of 1934, including fraud, falsification of books and records, and aiding reporting violations. He agreed to pay $375,000 in disgorgement and a $75,000 civil penalty, totaling $450,000, to be remitted to the U.S. Treasury within ten business days. Additionally, Pereira was barred for five years from serving as an officer or director of any SEC-registered issuer, waived his right to appeal, and the court retained jurisdiction to enforce the order.
narrative
Romulus S. Pereira, a former executive, entered into a consent decree with the Securities and Exchange Commission, agreeing to a permanent injunction without admitting or denying the allegations of securities fraud and accounting misconduct. The court found that Pereira violated Sections 10(b) and 13(b) of the Securities Exchange Act of 1934, along with Rules 10b-5, 13b2-1, 13b2-2, and others, by engaging in schemes to defraud investors, falsifying financial records, circumventing internal controls, and aiding in the filing of materially misleading reports. As part of the settlement, Pereira was ordered to pay $375,000 in disgorgement and a $75,000 civil penalty, totaling $450,000, to be paid via certified payment to the U.S. Treasury within ten business days. He was also barred for five years from serving as an officer or director of any SEC-registered issuer. Pereira waived his right to appeal, consented to the court’s jurisdiction, and agreed to be permanently restrained from further violations of federal securities laws. The court retained jurisdiction to enforce the injunction and ensure compliance, with post-judgment interest accruing on any unpaid amounts.
Classified accounting-fraud(confidence 95%). EDGAR detection: forms 10-K/10-Q/8-K/NT 10-K· recall 80% / precision 48%. detection rule →
Statutes
15 U.S.C. § 78j(b)15 U.S.C. § 78m(b)15 U.S.C. §78u(d)28 U.S.C. § 196115 U.S.C. § 78l15 U.S.C. § 78o(d)17 C.F.R. § 240.10b-5Section 10(b) of the Securities Exchange ActRule 10b-5
Parties
Securities and Exchange Commissionfirst amended complaintgeneral appearance
Keywords
rsp
Extracted insights
Entities 4
- person first amended complaint
- person general appearance
- agency Securities and Exchange Commission
- organization Securities and Exchange Commission
Triples 11
- Securities and Exchange Commission filed First Amended Complaint
- Romulus S. Pereira entered general appearance
- Romulus S. Pereira consented to Court’s jurisdiction over him personally
- Romulus S. Pereira consented to entry of Order of Permanent Injunction
- Romulus S. Pereira waived findings of fact and conclusions of law
- Romulus S. Pereira waived any right to appeal from Order of Permanent Injunction
- Romulus S. Pereira and his agents, servants, employees, attorneys, and all persons in active concert or participation with them are restrained from violating Section 10(b) of the Exchange Act
- Romulus S. Pereira and his agents, servants, employees, attorneys, and all persons in active concert or participation with them are enjoined from violating Section 10(b) of the Exchange Act
- Romulus S. Pereira and his agents, servants, employees, attorneys, and all persons in active concert or participation with them are restrained from violating Section 13(b)(5) of the Exchange Act
- Romulus S. Pereira and his agents, servants, employees, attorneys, and all persons in active concert or participation with them are enjoined from violating Section 13(b)(5) of the Exchange Act
- Document 92 filed 03/24/2008
PDF
Text layers
Extracted body text (140c)
[OCR_UNRECOVERABLE method=prefilter reason=body_binary ts=2026-05-14T21:49:26.058Z]
OCR text (11,157c · tika · 95% conf)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
__________________________________________
__________________________________________
Case 3:06-cv-06384-CRB Document 92 Filed 03/24/2008 Page 1 of 6
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION
SECURITIES AND EXCHANGE Case No. C 06-6384 CRB
COMMISSION,
Plaintiff,
v.
ROMULUS S. PEREIRA,
ROBERT B. STANTON,
L. JOHN KERN,
ANDREW D. FELDMAN,
WILLIAM F. McFARLAND,
LORI H. CORNMESSER,
Defendants.
ORDER OF PERMANENT INJUNCTION
AND OTHER RELIEF AGAINST ROMULUS S. PEREIRA
The Court finds that Plaintiff, Securities and Exchange Commission (“Commission”), has
filed a First Amended Complaint; and Defendant Romulus S. Pereira has entered a general
appearance, consented to the Court’s jurisdiction over him personally and over the subject matter
of this action, consented to the entry of this Order of Permanent Injunction and Other Relief
against Romulus S. Pereira (referred to as “Order of Permanent Injunction”) without admitting or
denying the allegations of the First Amended Complaint (except as to jurisdiction), waived
findings of fact and conclusions of law, and waived any right to appeal from this Order of
Permanent Injunction.
I.
IT IS ORDERED, ADJUDGED AND DECREED, that Romulus S. Pereira and his
agents, servants, employees, attorneys, and all persons in active concert or participation with
them who receive actual notice of this Order of Permanent Injunction by personal service or
Pereira Permanent Injunction Case No. C 06-6384
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Case 3:06-cv-06384-CRB Document 92 Filed 03/24/2008 Page 2 of 6
otherwise are permanently restrained and enjoined from violating, directly or indirectly, Section
10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and
Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], 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 artifice to defraud;
(b) to make any untrue statement of a material fact or to omit to state a material fact
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.
II.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Romulus S. Pereira
and his agents, servants, employees, attorneys, and all persons in active concert or participation
with them who receive actual notice of this Order of Permanent Injunction by personal service or
otherwise are permanently restrained and enjoined from violating, directly or indirectly, Section
13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)] and Rules 13b2-1 and 13b2-2
promulgated thereunder [17 C.F.R. §§ 240.13b2-1 and 240.13b2-2] by:
(a) knowingly circumventing or knowingly failing to implement a system of internal
accounting controls, or knowingly falsifying any book, record or account
described in Section 13(b)(2) of the Exchange Act [15 U.S.C. § 78m(b)(2)]; or
(b) directly or indirectly falsifying or causing to be falsified any book, record or
account subject to Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. §
78m(b)(2)(A)]; or
(c) directly or indirectly making or causing to be made a materially false or
misleading statement, or omitting to state or causing another person to omit to
state any material fact, to an accountant in connection with any audit, review or
examination of the financial statements of an issuer or company, or the
2
Pereira Permanent Injunction Case No. C 06-6384
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Case 3:06-cv-06384-CRB Document 92 Filed 03/24/2008 Page 3 of 6
preparation or filing of any document or report required to be filed with the
Commission; or
(d) directly or indirectly taking any action to coerce, manipulate, mislead, or
fraudulently influence any independent public or certified public accountant
engaged in the performance of an audit or review of financial statements of an
issuer that are required to be filed with the Commission where that person knew
or should have known that such action, if successful, could result in rendering the
issuer’s financial statements materially misleading.
III.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Romulus S. Pereira
and his agents, servants, employees, attorneys, and all persons in active concert or participation
with them who receive actual notice of this Order of Permanent Injunction by personal service or
otherwise are permanently restrained and enjoined from aiding and abetting any violation of
Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B)(ii) of the Exchange Act [15 U.S.C. §§ 78m(a),
78m(b)(2)(A), and 78m(b)(2)(B)(ii)] and Rules 12b-20, 13a-1, and 13a-13 thereunder [17 C.F.R.
§§ 240.12b-20, 240.13a-1, and 240.13a-13], by knowingly providing substantial assistance to an
issuer that:
(a) fails to file with the Commission such information, documents, or annual,
quarterly or periodic reports that the Commission may require or prescribe
pursuant to Section 13(a) of the Exchange Act or any of the rules, regulations or
forms promulgated thereunder; or
(b) files with the Commission any information, document, or report, that contains any
untrue statement of a material fact, omits any material information, or otherwise
fails to comply with the provisions of Section 13(a) of the Exchange Act or any of
the rules, regulations or forms thereunder; or
(c) fails to add or include, in addition to the information expressly required to be
included in a statement or report, such further material information as may be
3
Pereira Permanent Injunction Case No. C 06-6384
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Case 3:06-cv-06384-CRB Document 92 Filed 03/24/2008 Page 4 of 6
necessary to make the required statements, in the light of the circumstances under
which they were made, not misleading; or
(d) fails to make and keep books, records, and accounts, which, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the
issuer; or
(e) fails to devise and maintain a system of internal accounting controls sufficient to
provide reasonable assurances that transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted
accounting principles or any other criteria applicable to such statements and to
maintain accountability of assets.
IV.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Romulus S. Pereira is
liable for disgorgement of $375,000 (three hundred and seventy-five thousand dollars),
representing profits gained as a result of the conduct alleged in the Complaint, and a civil penalty
in the amount of $75,000 (seventy-five thousand dollars) pursuant to Section 21(d)(3) of the
Exchange Act [15 U.S.C. §78u(d)(3)]. Romulus S. Pereira shall satisfy this obligation by paying
a total of $450,000 (four hundred and fifty thousand dollars) within ten (10) business days after
the date of entry of this Order of Permanent Injunction by certified check, bank cashier’s check,
United States postal money order or check drawn upon the trust account of Keker & Van Nest
LLP payable to the Securities and Exchange Commission. The payment shall be delivered or
mailed to the Office of Financial Management, Securities and Exchange Commission,
Operations Center, 6432 General Green Way, Mail Stop 0-3, Alexandria, Virginia 22312,
together with a cover letter identifying Romulus S. Pereira as a defendant in this action, setting
forth the title and civil action number of this action and the name of this Court, and specifying
that payment is made pursuant to this Order of Permanent Injunction. Romulus S. Pereira shall
simultaneously transmit photocopies of such payment and the transmittal letter to the Securities
and Exchange Commission’s attorney in this action. The Securities and Exchange Commission
shall remit the funds paid pursuant to this paragraph to the United States Treasury.
4
Pereira Permanent Injunction Case No. C 06-6384
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Case 3:06-cv-06384-CRB Document 92 Filed 03/24/2008 Page 5 of 6
V.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Romulus S. Pereira
shall pay post-judgment interest on any delinquent amounts pursuant to 28 U.S.C. § 1961.
VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section
21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], Romulus S. Pereira is prohibited for five
years following the date of entry of this Final Judgment from acting as an officer or director of
any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act [15
U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15
U.S.C. § 78o(d)].
VII.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent of
Romulus S. Pereira is incorporated herein with the same force and effect as if fully set forth
herein, and that Romulus S. Pereira shall comply with all of the undertakings and agreements set
forth therein.
VIII.
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 Order for Permanent
Injunction and Other Relief.
//
//
//
//
//
//
//
//
5
Pereira Permanent Injunction Case No. C 06-6384
March 24
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
____________________________________
Case 3:06-cv-06384-CRB Document 92 Filed 03/24/2008
IX.
U
N
IT
ED
ST
ATES DISTRICT COU
R
T
N
O
R
T
H
ERN DISTRICT OF CA
LI
FO
R
N
IA
IT IS SO ORDERED
Judge Charles R. Breyer
Page 6 of 6
There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil
Procedure, the Clerk is ordered to enter a final judgment forth with and without further notice.
Dated: ____________________, 2008
Charles R. Breyer
UNITED STATES DISTRICT JUDGE
6
Pereira Permanent Injunction Case No. C 06-6384