SEC v. THOMAS J. CONNERTON; and SAFETY TECHNOLOGIES, LLC, No. 3:16-cv-00882, District of Connecticut (June 10, 2016) — Complaint

UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT
___________________________________________
)
UNITED STATES SECURITIES AND  )
EXCHANGE COMMISSION   )
       )
Plaintiff,   )  Civil Action No. ______
)
v.      )
)
THOMAS J. CONNERTON and    ) JURY TRIAL DEMANDED
SAFETY TECHNOLOGIES,  LLC,     )
       )
   Defendants.   )
___________________________________________ )

COMPLAINT

Plaintiff, Securities and Exchange Commission (the “Commission”), for its complaint
against Defendants Thomas J. Connerton (“Connerton”) and Safety Technologies,  LLC (“Safety
Tech”), alleges as follows:
SUMMARY
1. This case involves a decade-long unlawful offering of unregistered securities to
investors who, together, have invested a total of over $2.3 million in Safety Tech, a company that
is purportedly developing a cut and puncture resistant surgical glove.  Many of the investors do
not have sufficient investing experience and/or the financial means to participate in a risky and
speculative investment in an unproven company like Safety Tech.  Further, since at least October
2013, Connerton has made material misstatements and omitted crucial information about Safety
Tech’s business and prospects when soliciting new investments.  Specifically, he has
misrepresented that a lucrative deal to license or sell the company’s unproven technology is
imminent, when in fact there is no such deal under negotiation.
2. In reality, Connerton has spent little money on research, development, and testing

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that would be needed to develop the purported technology to the point of being ripe for any
licensing or sale.  Connerton has instead spent the majority of investor money on his own salary
and personal expenses, such as rent and utilities for the apartment he shares with his fiancée.
The trend has worsened in 2016—despite raising approximately $132,500 from investors since
January 1, 2016, Connerton has spent nothing on research, development, or testing of the
purported technology, rendering illusory the prospect of any deal to license or sell the purported
technology.
 3. As a result of the conduct alleged herein, Defendants have violated, and unless
restrained and enjoined will continue to violate, Sections 5(a), 5(c), and 17(a) of the Securities
Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)], and Section 10(b) of
the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 340.10b-5].
NATURE OF THE PROCEEDING AND RELIEF SOUGHT
4. The Commission brings this action pursuant to the authority conferred upon it by
Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Section 21(d) of the Exchange Act
[15 U.S.C. 78u(d)].
5. The Commission seeks emergency preliminary relief, including a temporary
restraining order against further violations of the federal securities laws and an emergency asset
freeze to preserve any assets necessary to satisfy any eventual judgment against Defendants.  The
Commission also requests an immediate accounting, expedited discovery, and an evidence
preservation order to facilitate the prompt resolution of this matter on the merits.
6. The Commission also seeks a permanent injunction against Defendants, enjoining
them from engaging in the transactions, acts, practices, and courses of business alleged in this

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Complaint, disgorgement of all ill-gotten gains from the unlawful conduct set forth in this
Complaint, together with prejudgment interest, civil penalties pursuant to Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C.
§ 78u(d)(3)], and such other relief as the Court may deem appropriate.
JURISDICTION AND VENUE
 7. This Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15
U.S.C. §§ 78u(d), 78u(e), and 78aa].
8. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C.
§ 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa].  Certain of the acts, practices
and transactions and courses of business alleged in this Complaint occurred within the District of
Connecticut and elsewhere, and were effected, directly or indirectly, by making use of means or
instrumentalities of transportation or communication in interstate commerce, or the mails.
DEFENDANTS
9. Thomas J. Connerton, age 64, is a Connecticut resident.  He is the founder,
president, and CEO of Safety Tech.  He has no source of income other than money he receives
from investors in connection with Safety Tech.  Connerton also has substantial personal
liabilities, including approximately $150,000 in state and federal tax liens.
10. Safety Technologies, LLC, is a Connecticut limited liability company with its
principal place of business in Simsbury, Connecticut.
FACTS
A. Safety Tech.
11. Safety Tech was founded in 2006 to develop the purported invention of a
chemical engineer (“the chemical engineer”) who Connerton met in 2005.  According to Safety

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Tech’s securities offering materials from 2006, the company’s “first project is to develop, seek
patent protection for and commercialize a highly durable puncture and cut resistant material for
the surgical glove market and other related markets.”  Safety Tech’s glove project is its only line
of business.  To date, Safety Tech has obtained no patents and has not sold or licensed any
products or intellectual property.  Its operating funds come entirely from raising money from
investors.
12. The chemical engineer died in November 2008.  Connerton, who has no formal
education or training in chemical engineering, stated in testimony before the staff of the
Commission that the chemical engineer’s death left him “with notes which were un-legible and
[which he] literally had to go back to [his] chemistry books to understand what it was that [the
chemical engineer] was involved with.”  Since the chemical engineer’s death, Connerton has
been responsible for all of Safety Tech’s business activities and fundraising.
B. Safety Tech Has Raised More Than $2.3 Million from Approximately 55 Investors
Through An Unlawful Offering of Unregistered Securities.
13. Safety Tech began raising money in 2006 by selling unregistered securities to
individuals, most of whom Connerton personally solicited to invest in the Company.  Safety
Tech has raised more than $2.3 million from about 55 investors since 2006, including about $1.4
million since June 2011 and $132,500 to date in 2016.
14. Under the federal securities laws, securities offered for sale to the public
ordinarily must be registered with the Commission.  In particular, the federal securities laws
impose requirements that potential investors—especially investors who lack investing experience
and/or the financial wherewithal to withstand a loss of their money—have full information upon
which to base their investment decisions.
15. Of Safety Tech’s approximately 55 investors, six (6) are women Connerton met

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through a well-known Internet dating service and another 14 are family members or friends of
those six women.  Approximately 36% of Safety Tech’s investors and about 51% of the money
Connerton has raised tie back to Connerton’s online dating activities.
16. Defendants have never registered Safety Tech’s securities with the Commission.
17. On various occasions, Defendants instead claimed to have engaged in a “private
offering” that is exempt from the registration requirements imposed by the federal securities
laws.  Defendants, however, have failed to comply with the rules that would permit such an
exemption.
18. Among other failures, Defendants have failed to comply with the rules that,
among other things, require the sellers of securities in an exempt offering to (i) limit certain
offerings to $1 million, (ii) provide audited financial statements to certain investors “at a
reasonable time prior to the sale of securities,” and (iii) ensure that potential and actual investors
have the financial wherewithal or investing experience to participate in an unregistered securities
offering.  Connerton has raised more than $1 million, does not maintain or provide the requisite
financial information to investors, has failed to even inquire whether prospective investors have
the financial wherewithal or investing experience to participate in an unregistered offering, and
has sold securities to investors who do not meet these requirements.  For these and other reasons,
Defendants engaged in an unlawful unregistered offering.
C. Connerton’s Pitch.
 19. Since at least October 2013, Connerton has made a variant of the following pitch
to prospective investors:
• Connerton claims in written and oral communications that Safety Tech’s technology
makes surgical gloves more cut and puncture resistant, and more durable;
• Connerton prepared a PowerPoint presentation which represents that the technology

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is “low cost” and an “easy addition to glove manufacturing”;
• In the same presentation, Connerton has represented that the technology is a
“revolutionary” “patent pending polymer additive” that “addresses a costly, unmet
need” in the surgical and exam glove markets; and
• Connerton represents that multiple major glove manufacturers are interested in Safety
Tech’s technology and that a lucrative licensing deal or sale of the company is
imminent.
19. Connerton has also repeatedly touted outsized investment returns, including the
following statements:
• Connerton has presented a document titled “Scenario Analysis” that predicts
returns to the company over ten years ranging from $33 million
(“conservative estimate”) to $1.7 billion (“optimistic estimate”).  Connerton
further represented that, “[t]his is total validation of the assumptions in the
material development.”  As Connerton knows, however, the scenarios were
prepared by a consultant for illustrative purposes, relied on numerous
assumptions, and were not meant to reflect actual predictions about the
business.
• Connerton has also prepared a “Sell Sheet” that predicts a return between 9.1
to 36.4 times their investment
• Connerton has further stated that he was once offered $30 million for the
technology but turned it down; that the technology is worth $60-200 million;
and that one prospective investor could expect a return on investment between
$7 million and $63 million.
D. Connerton Provides Outdated, Inadequate, and Incomplete Information to
Investors.
20. Connerton provides to some investors a copy of an “Operating Agreement” dated
November 20, 2006, which purports to govern the rights and responsibilities of Safety Tech’s
management (i.e., Connerton) and its investors.  On its face, the Operating Agreement requires
Safety Tech to maintain financial statements prepared in accordance with generally accepted
accounting principles in the United States (often referred to as “U.S. GAAP”), and to make those
financial statements available to investors on demand.  In actuality, as Connerton well knows,
Safety Tech does not maintain such financial information.  Neither Safety Tech nor Connerton

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provides any financial statements—much less U.S. GAAP-compliant financial statements—to
prospective investors.
21. In soliciting prospective investors, Connerton has shown various individuals a
document that purports to be a “Private Placement Memorandum” (“PPM”), and which includes
a variety of representations about Safety Tech and its securities offering.  There are two versions
of the PPM, one dated in 2006 and the other in 2008.  The PPM has not been updated since 2008,
but Connerton still uses these eight- to ten-year-old documents to solicit some investors.
Moreover, Connerton only showed some of his prospective investors a version of the PPM
during his pitch, and he does not generally let investors keep a copy.
22. The 2006 and 2008 PPMs contain certain cautionary language about investing in
the company, including statements to the effect that the investor could lose all of his or her
money.  Because he does not generally let investors keep a copy of a PPM, investors’
opportunity to review the approximately 82-page document is necessarily limited and Connerton
effectively conceals critical information about the risk of investing in an unproven company such
as Safety Tech.  One investor who invested in the company on four occasions between 2012 and
2015 was never told that there was a chance she could lose her entire investment.
23.  On various occasions, Connerton has shown prospective investors a document,
dated August 2, 2006, which is appended to both the 2006 and 2008 PPMs.  The document
purports to be a law firm opinion letter concerning a patent application and states, “we believe
the subject invention is useful and, based upon the results of our preliminary search, tentatively
appears to be novel as well.”  However, Safety Tech filed three patent applications in 2007,
2008, and 2015, respectively.  The subject matter of the 2015 patent application is different from
the subject matter analyzed in the 2006 opinion letter for which a patent was sought in the 2007

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and 2008 applications.  Both the 2007 and 2008 patent applications were rejected by the U.S.
Patent and Trademark Office.  Connerton, however, continues to show the 2006 and/or 2008
PPMs to investors, each of which includes the 2006 patent opinion letter.
24. Connerton has represented to various investors, by direct statement and by
providing copies of the so-called Operating Agreement, that Safety Tech maintains and will
provide investors with current and accurate financial information about the company.  For
example, in or about April 15, 2015, Connerton represented: “What I would really like to
emphasize is that we are an open book company meaning that any investor can look at the books
at any time.  No Bernie Madof’s [sic] here!”  In actuality, Connerton routinely denies investors’
requests for information about the financial condition of the company and, indeed, does not
maintain current or accurate books for the company.
25. Other than its tax returns, Safety Tech does not keep financial records, and the
records it does keep are inaccurate and/or incomplete.  For example:
• No records of how investor money is spent.  Connerton provides certain
financial information to a Certified P ublic Accountant to prepare tax returns,
but does not itemize how he spends investor money.
• No records of information provided to prospective investors.  Connerton
claims the company once maintained a log of PPM recipients, but he claims
the log was kept in a box in the corner of a barn before being destroyed by
water damage in fall of 2015.
• Incomplete and inaccurate investor list.  Safety Tech’s list of its investors is
incomplete and inaccurate, both as to the identities of investors and as to the
amounts they have invested.
• Failure to properly record money received from investors.  One investor
gave Connerton an additional $5,000 in October 2015, which Connerton
claims was an undocumented loan with no agreed terms.  The investor—a 73-
year-old widow with limited investing experience —wrote “Investment” in
the memo line of her check, however, and understood the payment to be an
additional investment in Safety Tech.

9
E. The Company Has Spent Most Investor Money on Connerton’s Personal
Expenses.
26. Connerton has solicited investment in Safety Tech by representing that money
raised would be used to “fund the company . . . finish prototyping and demonstrations[, and]
secure [its] first commercial agreement.”  Connerton has fueled investors’ expectations that their
money would be used to fund the business of the company by showing them the 2006 and 2008
PPMs, both of which reference a “use of proceeds” disclosure.  In the 2008 PPM, however, the
page containing the use of proceeds disclosure is missing.
27. The 2006 PPM’s use of proceeds disclosure purports to show the following
estimated expenses for an 18-month period after the 2006 PPM issued:
In actuality, the company’s use of investor funds is inconsistent with the use of proceeds
disclosure in the 2006 PPM, Connerton’s representations to investors, and a reasonable
investor’s expectations.
28. As Connerton well knew, Safety Tech’s spending since 2009 has differed
materially from the use of proceeds reflected in the 2006 PPM.  Notably, the 2006 PPM
DESCRIPTION ESTIMATED COST
Base technical development, including laboratory fees, materials,
facility rental fees and travel expenses
$212,000
Retainer, consulting fees and bonus for the chemical engineer $120,000
Third party consulting and professional service fees incurred to date  $110,000
Management fees for Thomas J. Connerton  $220,000
Office rental, utilities and equipment  $62,000
Miscellaneous administrative and travel expenses  $46,000
Projected patent search and filing expenses, general legal and
accounting services
$55,000
Marketing/Trials  $45,000
Repayment of Member Loan  $50,000
Total $950,000

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represents that approximately 22% of offering proceeds would be used for development of the
purported technology and 23% would be paid to Connerton.  Safety Tech’s actual use of
proceeds from February 2009 through May 23, 2016, tells a different story:
SAFETY TECH SPENDING 2009-2016
Expense Category Total ($) Total (%)
Connerton $             814,410  43%
Consulting                 350,533  19%
Apparent business expenses (office supplies, travel,
website design, repayment of loan)                 264,496  14%
Other expenses (meals, fuel, rent, utilities)                 132,249  7%
Research and Development                 122,417  7%
Personal                 133,075 6%
Legal                   63,584  3%
Investor                   13,021  1%
Total              1,873,787  100%

Since 2009, Safety Tech has only spent about 7% of the money Connerton raised from investors
on research and development of the company’s purported technology, while Connerton has paid
himself at least 43% directly, and has spent an additional 13% on personal and non-business
expenses (including purchasing a car).
29. From January 1, 2016 to present, Connerton has taken an even greater share of
investor money for himself.  In that time, he has taken approximately $92,553 (or 66%) of
investor money for his own use:
SAFETY TECH SPENDING 2016
Expense Category Total ($) Total (%)
Connerton $    92,553  66%
Rent, restaurants, fuel, utilities        19,605  14%
Office professionals, office supplies, web design services, travel        12,379  9%
Personal         5,503 4%
Legal          5,400  4%
Consulting          4,000  3%
   Debit transactions awaiting bank support               38  0%
Total      139,479  100%

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Of the amounts paid to himself, Connerton spent $20,000 in March 2016 on an engagement ring
for his current fiancée.  Connerton also withdrew an additional $12,000 in April 2016 after
learning that he and the company were under investigation.  Most recently, Connerton accepted a
$30,000 investment from a new investor on May 13, 2016.  Connerton paid himself $8,000 of
that amount between May 16 and 18, 2016, and spent an additional $2,868 on personal expenses
during the same timeframe.  He then withdrew the remaining amount from Safety Tech’s
corporate bank account in a series of cashier’s checks written to himself by May 23 after Safety
Tech’s bank notified him that it would “no longer provide banking services to [Safety Tech] . . .
based on our costs for compliance, regulatory obligations and potential risks.”
 30. In 2016, other than paying preexisting liabilities to consultants and one investor,
Connerton has not spent any investor money on testing, research, or development of the
purported technology.
F. Connerton Has Made Materially False Statements about the Company’s Business
and Prospects.
31. When soliciting prospective investors, Connerton has made false and misleading
statements and has omitted critical information concerning the status of his business discussions
with glove manufacturers.
32. On various occasions, Connerton has represented to investors that Safety Tech is
negotiating, or is on the verge of negotiating an imminent and lucrative licensing deal with major
manufacturers of surgical and medical exam gloves. For example:
• In October 2013, Connerton emailed a supplier of synthetic latex that: “We
are in the process of initial negotiations with a number of potential partners
regarding the possible licensing of our technology . . . .” Connerton forwarded
the email to an investor on October 14, 2013, who subsequently gave
Connerton more money.
• In September 2014, Connerton emailed a prospective investor who later
invested in the company, that “[o]ur sale of this technology now involves

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discussions with companies such as [Company A], 3.3 billion in annual sales
and publically traded on the NYSE, Please Google them. They call me weekly
many times.”  Company A, however, is not a glove manufacturer and has
never indicated interest in purchasing or licensing Safety Tech’ purported
technology.
• In April 2016, Connerton forwarded an email to investors stating that “I am
receiving phone calls, even today, from other interested parties and companies
that I have offered . . . the right to sub-license . . . I am in a unique position in
that I have no lack of interest regarding my technology.”
• In early May 2016, Connerton told another prospective investor who later put
$30,000 into the company on or about May 13, 2016, that four major glove
manufacturers each indicated that “they want it,” referring to Safety Tech’
purported technology, and that the deal under negotiation “[is] going to be an
exclusive license or a nonexclusive license.”
33. Connerton’s representations regarding purported negotiations with glove
manufacturers were materially misleading.  As Connerton well knew at the time he made these
representations, there was no licensing deal under negotiation, much less was any purported deal
imminent.  None of the three glove manufacturers Connerton identified to investors has told
Connerton that it currently seeks to license or buy Safety Tech’s purported technology.  Several
have communicated to Connerton that they might be interested in the purported technology,
provided Connerton can demonstrate to their satisfaction that it works.  Each has communicated
to Connerton that independent testing of the purported technology—at Safety Tech’s expense—
is a prerequisite to even discussing any potential licensing deal.  To date, however, Connerton
has not demonstrated to any of the glove manufacturers he identified to recent investors that the
purported technology works at all, much less that it can be incorporated into a commercially
viable product.  At various times, Connerton has named a fourth glove manufacturer, but has
represented to at least one investor that Safety Tech will not transact business with that company.
34. Connerton’s interactions with one of the major glove manufacturers that he has
identified to investors (“Manufacturer A”) are typical.  In July 2013, Connerton was informed

13
that Manufacturer A had told a Safety Tech consultant that “ nothing ST [Safety Tech] disclosed
to [Manufacturer A] was novel and that any test data [Safety Tech] provided was not compelling
to the engineers.”  Yet, after July 2013, Connerton continued to tell prospective investors that
Manufacturer A is  a company with which he is “in discussions” to license or sell the purported
technology,  and did so as recently as the first week of May 2016.  Connerton unilaterally
contacted Manufacturer A in early 2016 after nearly three years of silence, but has not provided
any new information that would change its 2013 assessment.  There has been no negotiation of
any licensing “deal” between Safety Tech and Manufacturer A .
 35. Similarly, two other major glove manufacturers that Connerton has identified to
investors and with whom he has claimed to be in negotiations (“Manufacturer B” and
“Manufacturer C”) have received insufficient information from Connerton to evaluate his claims
about the purported technology.  No “deal” to license or buy Safety Tech’s purported technology
is under negotiation with either glove manufacturer
36. Connerton also falsely represented to one investor that he was offered $30 million
for Safety Tech’s purported technology, but turned the offer down.  In fact, no potential licensee
or buyer has offered Defendants any such sum to license or purchase the purported technology.
FIRST CLAIM FOR RELIEF
FRAUD IN THE OFFER OR SALE OF SECURITIES
(Violations of Section 17(a) of the Securities Act)
Paragraphs 1 through 36 are re-alleged and incorporated by reference.
37. By reason of the conduct described above, Defendants, in connection with the
offer or sale of securities, by the use of the means or instrumentalities of interstate commerce or
of the mails, directly or indirectly, acting with the requisite degree of knowledge or state of mind
(i) employed devices, schemes, or artifices to defraud; (ii) obtained money or property by means

14
of untrue statements of material facts and omissions to state material facts necessary in order to
make the statements made, in light of the circumstances under which they were made, not
misleading; and (iii) engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon any persons, including purchasers or sellers of the securities.
38. By reason of the conduct described above, Defendants violated Securities Act
Sections 17(a) [15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF

FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES
(Violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder)
Paragraphs 1 through 38 are re-alleged and incorporated by reference.
39. By reason of the conduct described above, Defendants, directly or indirectly, in
connection with the purchase or sale of securities, by the use of the means or instrumentalities of
interstate commerce or of the mails, or of any facility of any national securities exchange,
knowingly or recklessly, (i) employed devices, schemes, or artifices to defraud; (ii) made untrue
statements of a material fact or omitted 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;
and (ii) engaged in acts, practices, or courses of business which operated or would operate as a
fraud or deceit upon any persons, including purchasers or sellers of the securities.
40. By reason of the conduct described above, Defendants violated Exchange Act
Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.
THIRD CLAIM FOR RELIEF

UNREGISTERED OFFER AND SALE OF SECURITIES
(Violations of Sections 5(a) and 5(c) of the Securities Act)

Paragraphs 1 through 40 are re-alleged and incorporated by reference.
41. The Safety Tech investment contracts described herein constitute “securities”

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within the meaning of Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)] and Section
3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)].
42. At all relevant times, the Safety Tech securities described herein were not
registered in accordance with the provisions of the Securities Act.
43. By reason of the conduct described above, Defendants, directly or indirectly,
violated Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)], by selling
securities using the means or instruments of transportation or communication in interstate
commerce or of the mails when no registration statement had been filed or was in effect as to
such securities and when no exemption from registration was applicable.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court enter a Final
Judgment:
A. Temporarily, preliminarily, and permanently restraining and enjoining the
Defendants, their officers, agents, servants, employees and attorneys, and those persons in active
concert or participation with them who receive actual notice of the injunction by personal service
or otherwise, and each of them, from violating Section 17(a) of the Securities Act [15 U.S.C.
§ 77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. 78j(b)], and Rule 10b-5 thereunder [17
C.F.R. 240.10b-5], and Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and
77e(c)].
B. Ordering the Defendants to jointly and severally disgorge, with prejudgment
interest, all ill-gotten gains obtained by reason of the unlawful conduct alleged in this Complaint;
C. Ordering the Defendants to pay civil monetary penalties pursuant to Section 20(d)
of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C.

16
§ 78u(d)(3)]; and
D. Granting such other and further relief as this Court may deem just and proper.
JURY DEMAND
The Commission demands a jury in this matter.

DATED this 8th day of June, 2016.

      Respectfully submitted,
UNITED STATES SECURITIES AND
EXCHANGE C OMMISSION

      By its attorneys,

s/  Alfred A. Day
Alfred A. Day (Mass. Bar. No. 654436; D. Conn
Pro Hac Vice No. PHV08222)
   Senior Trial Counsel
Jonathan R. Allen (Mass. Bar No. 680729)
   Enforcement Counsel
Boston Regional Offi   ce
33 Arch Street, 24th F loor
Boston, Massachusetts  02110
(202) 551-4702 (Day)
(617) 573-4563 (Allen)
daya@ sec.gov
[email protected]

Local Counsel:

s/  John B. Hughes
John B. Hughe  s (   Fed. Bar No. CT 05289)
Assistant United States Attorne  y
Chief, Civil Division
United States Attorne  y’s Offi   ce
Connecticut Financ  ial Center

157 Church Street, 23rd

Floor
New Haven, CT 06510
(203) 821-3700
(203) 773-5373 (Facsimile)

UNITED STATES DISTRICT COURT 
DISTRICT OF CONNECTICUT 

___________________________________________ 
) 

UNITED STATES SECURITIES AND  )  
EXCHANGE COMMISSION   ) 
       )   

Plaintiff,   )  Civil Action No. ______ 
)   

v.      )  
)   

THOMAS J. CONNERTON and    ) JURY TRIAL DEMANDED 
SAFETY TECHNOLOGIES, LLC,   ) 
       ) 
   Defendants.   )   
___________________________________________ ) 

 
COMPLAINT 

 
Plaintiff, Securities and Exchange Commission (the “Commission”), for its complaint 

against Defendants Thomas J. Connerton (“Connerton”) and Safety Technologies, LLC (“Safety 

Tech”), alleges as follows: 

SUMMARY 

1. This case involves a decade-long unlawful offering of unregistered securities to 

investors who, together, have invested a total of over $2.3 million in Safety Tech, a company that 

is purportedly developing a cut and puncture resistant surgical glove.  Many of the investors do 

not have sufficient investing experience and/or the financial means to participate in a risky and 

speculative investment in an unproven company like Safety Tech.  Further, since at least October 

2013, Connerton has made material misstatements and omitted crucial information about Safety 

Tech’s business and prospects when soliciting new investments.  Specifically, he has 

misrepresented that a lucrative deal to license or sell the company’s unproven technology is 

imminent, when in fact there is no such deal under negotiation.   

2. In reality, Connerton has spent little money on research, development, and testing 

Case 3:16-cv-00882-AWT   Document 1   Filed 06/08/16   Page 1 of 16



2 

that would be needed to develop the purported technology to the point of being ripe for any 

licensing or sale.  Connerton has instead spent the majority of investor money on his own salary 

and personal expenses, such as rent and utilities for the apartment he shares with his fiancée.  

The trend has worsened in 2016—despite raising approximately $132,500 from investors since 

January 1, 2016, Connerton has spent nothing on research, development, or testing of the 

purported technology, rendering illusory the prospect of any deal to license or sell the purported 

technology.   

 3. As a result of the conduct alleged herein, Defendants have violated, and unless 

restrained and enjoined will continue to violate, Sections 5(a), 5(c), and 17(a) of the Securities 

Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)], and Section 10(b) of 

the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 340.10b-5].   

NATURE OF THE PROCEEDING AND RELIEF SOUGHT 

4. The Commission brings this action pursuant to the authority conferred upon it by 

Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Section 21(d) of the Exchange Act 

[15 U.S.C. 78u(d)].   

5. The Commission seeks emergency preliminary relief, including a temporary 

restraining order against further violations of the federal securities laws and an emergency asset 

freeze to preserve any assets necessary to satisfy any eventual judgment against Defendants.  The 

Commission also requests an immediate accounting, expedited discovery, and an evidence 

preservation order to facilitate the prompt resolution of this matter on the merits.   

6. The Commission also seeks a permanent injunction against Defendants, enjoining 

them from engaging in the transactions, acts, practices, and courses of business alleged in this 

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3 

Complaint, disgorgement of all ill-gotten gains from the unlawful conduct set forth in this 

Complaint, together with prejudgment interest, civil penalties pursuant to Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. 

§ 78u(d)(3)], and such other relief as the Court may deem appropriate. 

JURISDICTION AND VENUE 

 7. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15 

U.S.C. §§ 78u(d), 78u(e), and 78aa]. 

8. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. 

§ 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa].  Certain of the acts, practices 

and transactions and courses of business alleged in this Complaint occurred within the District of 

Connecticut and elsewhere, and were effected, directly or indirectly, by making use of means or 

instrumentalities of transportation or communication in interstate commerce, or the mails.  

DEFENDANTS 

9. Thomas J. Connerton, age 64, is a Connecticut resident.  He is the founder, 

president, and CEO of Safety Tech.  He has no source of income other than money he receives 

from investors in connection with Safety Tech.  Connerton also has substantial personal 

liabilities, including approximately $150,000 in state and federal tax liens. 

10. Safety Technologies, LLC, is a Connecticut limited liability company with its 

principal place of business in Simsbury, Connecticut.   

FACTS 

A. Safety Tech. 

11. Safety Tech was founded in 2006 to develop the purported invention of a 

chemical engineer (“the chemical engineer”) who Connerton met in 2005.  According to Safety 

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4 

Tech’s securities offering materials from 2006, the company’s “first project is to develop, seek 

patent protection for and commercialize a highly durable puncture and cut resistant material for 

the surgical glove market and other related markets.”  Safety Tech’s glove project is its only line 

of business.  To date, Safety Tech has obtained no patents and has not sold or licensed any 

products or intellectual property.  Its operating funds come entirely from raising money from 

investors.   

12. The chemical engineer died in November 2008.  Connerton, who has no formal 

education or training in chemical engineering, stated in testimony before the staff of the 

Commission that the chemical engineer’s death left him “with notes which were un-legible and 

[which he] literally had to go back to [his] chemistry books to understand what it was that [the 

chemical engineer] was involved with.”  Since the chemical engineer’s death, Connerton has 

been responsible for all of Safety Tech’s business activities and fundraising.   

B. Safety Tech Has Raised More Than $2.3 Million from Approximately 55 Investors 
Through An Unlawful Offering of Unregistered Securities. 

13. Safety Tech began raising money in 2006 by selling unregistered securities to 

individuals, most of whom Connerton personally solicited to invest in the Company.  Safety 

Tech has raised more than $2.3 million from about 55 investors since 2006, including about $1.4 

million since June 2011 and $132,500 to date in 2016.   

14. Under the federal securities laws, securities offered for sale to the public 

ordinarily must be registered with the Commission.  In particular, the federal securities laws 

impose requirements that potential investors—especially investors who lack investing experience 

and/or the financial wherewithal to withstand a loss of their money—have full information upon 

which to base their investment decisions.   

15. Of Safety Tech’s approximately 55 investors, six (6) are women Connerton met 

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5 

through a well-known Internet dating service and another 14 are family members or friends of 

those six women.  Approximately 36% of Safety Tech’s investors and about 51% of the money 

Connerton has raised tie back to Connerton’s online dating activities.  

16. Defendants have never registered Safety Tech’s securities with the Commission.  

17. On various occasions, Defendants instead claimed to have engaged in a “private 

offering” that is exempt from the registration requirements imposed by the federal securities 

laws.  Defendants, however, have failed to comply with the rules that would permit such an 

exemption.   

18. Among other failures, Defendants have failed to comply with the rules that, 

among other things, require the sellers of securities in an exempt offering to (i) limit certain 

offerings to $1 million, (ii) provide audited financial statements to certain investors “at a 

reasonable time prior to the sale of securities,” and (iii) ensure that potential and actual investors 

have the financial wherewithal or investing experience to participate in an unregistered securities 

offering.  Connerton has raised more than $1 million, does not maintain or provide the requisite 

financial information to investors, has failed to even inquire whether prospective investors have 

the financial wherewithal or investing experience to participate in an unregistered offering, and 

has sold securities to investors who do not meet these requirements.  For these and other reasons, 

Defendants engaged in an unlawful unregistered offering.   

C. Connerton’s Pitch. 

 19. Since at least October 2013, Connerton has made a variant of the following pitch 

to prospective investors: 

• Connerton claims in written and oral communications that Safety Tech’s technology 
makes surgical gloves more cut and puncture resistant, and more durable; 

• Connerton prepared a PowerPoint presentation which represents that the technology 

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6 

is “low cost” and an “easy addition to glove manufacturing”; 

• In the same presentation, Connerton has represented that the technology is a 
“revolutionary” “patent pending polymer additive” that “addresses a costly, unmet 
need” in the surgical and exam glove markets; and 

• Connerton represents that multiple major glove manufacturers are interested in Safety 
Tech’s technology and that a lucrative licensing deal or sale of the company is 
imminent.   

19. Connerton has also repeatedly touted outsized investment returns, including the 

following statements: 

• Connerton has presented a document titled “Scenario Analysis” that predicts 
returns to the company over ten years ranging from $33 million 
(“conservative estimate”) to $1.7 billion (“optimistic estimate”).  Connerton 
further represented that, “[t]his is total validation of the assumptions in the 
material development.”  As Connerton knows, however, the scenarios were 
prepared by a consultant for illustrative purposes, relied on numerous 
assumptions, and were not meant to reflect actual predictions about the 
business.    

• Connerton has also prepared a “Sell Sheet” that predicts a return between 9.1 
to 36.4 times their investment   

• Connerton has further stated that he was once offered $30 million for the 
technology but turned it down; that the technology is worth $60-200 million; 
and that one prospective investor could expect a return on investment between 
$7 million and $63 million. 

D. Connerton Provides Outdated, Inadequate, and Incomplete Information to 
Investors. 

20. Connerton provides to some investors a copy of an “Operating Agreement” dated 

November 20, 2006, which purports to govern the rights and responsibilities of Safety Tech’s 

management (i.e., Connerton) and its investors.  On its face, the Operating Agreement requires 

Safety Tech to maintain financial statements prepared in accordance with generally accepted 

accounting principles in the United States (often referred to as “U.S. GAAP”), and to make those 

financial statements available to investors on demand.  In actuality, as Connerton well knows, 

Safety Tech does not maintain such financial information.  Neither Safety Tech nor Connerton 

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7 

provides any financial statements—much less U.S. GAAP-compliant financial statements—to 

prospective investors.   

21. In soliciting prospective investors, Connerton has shown various individuals a 

document that purports to be a “Private Placement Memorandum” (“PPM”), and which includes 

a variety of representations about Safety Tech and its securities offering.  There are two versions 

of the PPM, one dated in 2006 and the other in 2008.  The PPM has not been updated since 2008, 

but Connerton still uses these eight- to ten-year-old documents to solicit some investors.  

Moreover, Connerton only showed some of his prospective investors a version of the PPM 

during his pitch, and he does not generally let investors keep a copy.   

22. The 2006 and 2008 PPMs contain certain cautionary language about investing in 

the company, including statements to the effect that the investor could lose all of his or her 

money.  Because he does not generally let investors keep a copy of a PPM, investors’ 

opportunity to review the approximately 82-page document is necessarily limited and Connerton 

effectively conceals critical information about the risk of investing in an unproven company such 

as Safety Tech.  One investor who invested in the company on four occasions between 2012 and 

2015 was never told that there was a chance she could lose her entire investment. 

23.  On various occasions, Connerton has shown prospective investors a document, 

dated August 2, 2006, which is appended to both the 2006 and 2008 PPMs.  The document 

purports to be a law firm opinion letter concerning a patent application and states, “we believe 

the subject invention is useful and, based upon the results of our preliminary search, tentatively 

appears to be novel as well.”  However, Safety Tech filed three patent applications in 2007, 

2008, and 2015, respectively.  The subject matter of the 2015 patent application is different from 

the subject matter analyzed in the 2006 opinion letter for which a patent was sought in the 2007 

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8 

and 2008 applications.  Both the 2007 and 2008 patent applications were rejected by the U.S. 

Patent and Trademark Office.  Connerton, however, continues to show the 2006 and/or 2008 

PPMs to investors, each of which includes the 2006 patent opinion letter. 

24. Connerton has represented to various investors, by direct statement and by 

providing copies of the so-called Operating Agreement, that Safety Tech maintains and will 

provide investors with current and accurate financial information about the company.  For 

example, in or about April 15, 2015, Connerton represented: “What I would really like to 

emphasize is that we are an open book company meaning that any investor can look at the books 

at any time.  No Bernie Madof’s [sic] here!”  In actuality, Connerton routinely denies investors’ 

requests for information about the financial condition of the company and, indeed, does not 

maintain current or accurate books for the company.  

25. Other than its tax returns, Safety Tech does not keep financial records, and the 

records it does keep are inaccurate and/or incomplete.  For example: 

• No records of how investor money is spent.  Connerton provides certain 
financial information to a Certified Public Accountant to prepare tax returns, 
but does not itemize how he spends investor money.   

• No records of information provided to prospective investors.  Connerton 
claims the company once maintained a log of PPM recipients, but he claims 
the log was kept in a box in the corner of a barn before being destroyed by 
water damage in fall of 2015. 

• Incomplete and inaccurate investor list.  Safety Tech’s list of its investors is 
incomplete and inaccurate, both as to the identities of investors and as to the 
amounts they have invested.  

• Failure to properly record money received from investors.  One investor 
gave Connerton an additional $5,000 in October 2015, which Connerton 
claims was an undocumented loan with no agreed terms.  The investor—a 73-
year-old widow with limited investing experience —wrote “Investment” in 
the memo line of her check, however, and understood the payment to be an 
additional investment in Safety Tech. 

 

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9 

E. The Company Has Spent Most Investor Money on Connerton’s Personal 
Expenses. 

26. Connerton has solicited investment in Safety Tech by representing that money 

raised would be used to “fund the company . . . finish prototyping and demonstrations[, and] 

secure [its] first commercial agreement.”  Connerton has fueled investors’ expectations that their 

money would be used to fund the business of the company by showing them the 2006 and 2008 

PPMs, both of which reference a “use of proceeds” disclosure.  In the 2008 PPM, however, the 

page containing the use of proceeds disclosure is missing. 

27. The 2006 PPM’s use of proceeds disclosure purports to show the following 

estimated expenses for an 18-month period after the 2006 PPM issued:  

In actuality, the company’s use of investor funds is inconsistent with the use of proceeds 

disclosure in the 2006 PPM, Connerton’s representations to investors, and a reasonable 

investor’s expectations.   

28. As Connerton well knew, Safety Tech’s spending since 2009 has differed 

materially from the use of proceeds reflected in the 2006 PPM.  Notably, the 2006 PPM 

DESCRIPTION ESTIMATED COST 
Base technical development, including laboratory fees, materials, 
facility rental fees and travel expenses  

$212,000 

Retainer, consulting fees and bonus for the chemical engineer $120,000 

Third party consulting and professional service fees incurred to date  $110,000  

Management fees for Thomas J. Connerton  $220,000  

Office rental, utilities and equipment  $62,000  

Miscellaneous administrative and travel expenses  $46,000  

Projected patent search and filing expenses, general legal and 
accounting services  

$55,000  

Marketing/Trials  $45,000  

Repayment of Member Loan  $50,000  

Total $950,000 

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10 

represents that approximately 22% of offering proceeds would be used for development of the 

purported technology and 23% would be paid to Connerton.  Safety Tech’s actual use of 

proceeds from February 2009 through May 23, 2016, tells a different story: 

SAFETY TECH SPENDING 2009-2016 
Expense Category Total ($) Total (%) 

Connerton $             814,410  43% 
Consulting                 350,533  19% 
Apparent business expenses (office supplies, travel, 
website design, repayment of loan)                 264,496  14% 
Other expenses (meals, fuel, rent, utilities)                 132,249  7% 
Research and Development                 122,417  7% 
Personal                 133,075 6% 
Legal                   63,584  3% 
Investor                   13,021  1% 
Total              1,873,787  100% 

 
Since 2009, Safety Tech has only spent about 7% of the money Connerton raised from investors 

on research and development of the company’s purported technology, while Connerton has paid 

himself at least 43% directly, and has spent an additional 13% on personal and non-business 

expenses (including purchasing a car).  

29. From January 1, 2016 to present, Connerton has taken an even greater share of 

investor money for himself.  In that time, he has taken approximately $92,553 (or 66%) of 

investor money for his own use:  

SAFETY TECH SPENDING 2016 
Expense Category Total ($) Total (%) 

Connerton $    92,553  66% 
Rent, restaurants, fuel, utilities        19,605  14% 
Office professionals, office supplies, web design services, travel        12,379  9% 
Personal         5,503 4% 
Legal          5,400  4% 
Consulting          4,000  3% 

   Debit transactions awaiting bank support               38  0% 
Total      139,479  100% 

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11 

Of the amounts paid to himself, Connerton spent $20,000 in March 2016 on an engagement ring 

for his current fiancée.  Connerton also withdrew an additional $12,000 in April 2016 after 

learning that he and the company were under investigation.  Most recently, Connerton accepted a 

$30,000 investment from a new investor on May 13, 2016.  Connerton paid himself $8,000 of 

that amount between May 16 and 18, 2016, and spent an additional $2,868 on personal expenses 

during the same timeframe.  He then withdrew the remaining amount from Safety Tech’s 

corporate bank account in a series of cashier’s checks written to himself by May 23 after Safety 

Tech’s bank notified him that it would “no longer provide banking services to [Safety Tech] . . . 

based on our costs for compliance, regulatory obligations and potential risks.”     

 30. In 2016, other than paying preexisting liabilities to consultants and one investor, 

Connerton has not spent any investor money on testing, research, or development of the 

purported technology.   

F. Connerton Has Made Materially False Statements about the Company’s Business 
and Prospects.  

31. When soliciting prospective investors, Connerton has made false and misleading 

statements and has omitted critical information concerning the status of his business discussions 

with glove manufacturers.  

32. On various occasions, Connerton has represented to investors that Safety Tech is 

negotiating, or is on the verge of negotiating an imminent and lucrative licensing deal with major 

manufacturers of surgical and medical exam gloves. For example:  

• In October 2013, Connerton emailed a supplier of synthetic latex that: “We 
are in the process of initial negotiations with a number of potential partners 
regarding the possible licensing of our technology . . . .” Connerton forwarded 
the email to an investor on October 14, 2013, who subsequently gave 
Connerton more money.  

• In September 2014, Connerton emailed a prospective investor who later 
invested in the company, that “[o]ur sale of this technology now involves 

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12 

discussions with companies such as [Company A], 3.3 billion in annual sales 
and publically traded on the NYSE, Please Google them. They call me weekly 
many times.”  Company A, however, is not a glove manufacturer and has 
never indicated interest in purchasing or licensing Safety Tech’ purported 
technology. 

• In April 2016, Connerton forwarded an email to investors stating that “I am 
receiving phone calls, even today, from other interested parties and companies 
that I have offered . . . the right to sub-license . . . I am in a unique position in 
that I have no lack of interest regarding my technology.” 

• In early May 2016, Connerton told another prospective investor who later put 
$30,000 into the company on or about May 13, 2016, that four major glove 
manufacturers each indicated that “they want it,” referring to Safety Tech’ 
purported technology, and that the deal under negotiation “[is] going to be an 
exclusive license or a nonexclusive license.”  

33. Connerton’s representations regarding purported negotiations with glove 

manufacturers were materially misleading.  As Connerton well knew at the time he made these 

representations, there was no licensing deal under negotiation, much less was any purported deal 

imminent.  None of the three glove manufacturers Connerton identified to investors has told 

Connerton that it currently seeks to license or buy Safety Tech’s purported technology.  Several 

have communicated to Connerton that they might be interested in the purported technology, 

provided Connerton can demonstrate to their satisfaction that it works.  Each has communicated 

to Connerton that independent testing of the purported technology—at Safety Tech’s expense—

is a prerequisite to even discussing any potential licensing deal.  To date, however, Connerton 

has not demonstrated to any of the glove manufacturers he identified to recent investors that the 

purported technology works at all, much less that it can be incorporated into a commercially 

viable product.  At various times, Connerton has named a fourth glove manufacturer, but has 

represented to at least one investor that Safety Tech will not transact business with that company. 

34. Connerton’s interactions with one of the major glove manufacturers that he has 

identified to investors (“Manufacturer A”) are typical.  In July 2013, Connerton was informed 

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13 

that Manufacturer A had told a Safety Tech consultant that “nothing ST [Safety Tech] disclosed 

to [Manufacturer A] was novel and that any test data [Safety Tech] provided was not compelling 

to the engineers.”  Yet, after July 2013, Connerton continued to tell prospective investors that 

Manufacturer A is a company with which he is “in discussions” to license or sell the purported 

technology, and did so as recently as the first week of May 2016.  Connerton unilaterally 

contacted Manufacturer A in early 2016 after nearly three years of silence, but has not provided 

any new information that would change its 2013 assessment.  There has been no negotiation of 

any licensing “deal” between Safety Tech and Manufacturer A . 

 35. Similarly, two other major glove manufacturers that Connerton has identified to 

investors and with whom he has claimed to be in negotiations (“Manufacturer B” and 

“Manufacturer C”) have received insufficient information from Connerton to evaluate his claims 

about the purported technology.  No “deal” to license or buy Safety Tech’s purported technology 

is under negotiation with either glove manufacturer  

36. Connerton also falsely represented to one investor that he was offered $30 million 

for Safety Tech’s purported technology, but turned the offer down.  In fact, no potential licensee 

or buyer has offered Defendants any such sum to license or purchase the purported technology.  

FIRST CLAIM FOR RELIEF 

FRAUD IN THE OFFER OR SALE OF SECURITIES 
(Violations of Section 17(a) of the Securities Act) 

Paragraphs 1 through 36 are re-alleged and incorporated by reference. 

37. By reason of the conduct described above, Defendants, in connection with the 

offer or sale of securities, by the use of the means or instrumentalities of interstate commerce or 

of the mails, directly or indirectly, acting with the requisite degree of knowledge or state of mind 

(i) employed devices, schemes, or artifices to defraud; (ii) obtained money or property by means 

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14 

of untrue statements of material facts and omissions to state material facts necessary in order to 

make the statements made, in light of the circumstances under which they were made, not 

misleading; and (iii) engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon any persons, including purchasers or sellers of the securities.   

38. By reason of the conduct described above, Defendants violated Securities Act 

Sections 17(a) [15 U.S.C. § 77q(a)]. 

SECOND CLAIM FOR RELIEF  
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES  

(Violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder) 

Paragraphs 1 through 38 are re-alleged and incorporated by reference. 

39. By reason of the conduct described above, Defendants, directly or indirectly, in 

connection with the purchase or sale of securities, by the use of the means or instrumentalities of 

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

knowingly or recklessly, (i) employed devices, schemes, or artifices to defraud; (ii) made untrue 

statements of a material fact or omitted 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; 

and (ii) engaged in acts, practices, or courses of business which operated or would operate as a 

fraud or deceit upon any persons, including purchasers or sellers of the securities. 

40. By reason of the conduct described above, Defendants violated Exchange Act 

Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder. 

THIRD CLAIM FOR RELIEF 
 

UNREGISTERED OFFER AND SALE OF SECURITIES 
(Violations of Sections 5(a) and 5(c) of the Securities Act) 

 
Paragraphs 1 through 40 are re-alleged and incorporated by reference. 

41. The Safety Tech investment contracts described herein constitute “securities” 

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15 

within the meaning of Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)] and Section 

3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)]. 

42. At all relevant times, the Safety Tech securities described herein were not 

registered in accordance with the provisions of the Securities Act. 

43. By reason of the conduct described above, Defendants, directly or indirectly, 

violated Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)], by selling 

securities using the means or instruments of transportation or communication in interstate 

commerce or of the mails when no registration statement had been filed or was in effect as to 

such securities and when no exemption from registration was applicable.   

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court enter a Final 

Judgment: 

A. Temporarily, preliminarily, and permanently restraining and enjoining the 

Defendants, their officers, agents, servants, employees and attorneys, and those persons in active 

concert or participation with them who receive actual notice of the injunction by personal service 

or otherwise, and each of them, from violating Section 17(a) of the Securities Act [15 U.S.C. 

§ 77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. 78j(b)], and Rule 10b-5 thereunder [17 

C.F.R. 240.10b-5], and Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 

77e(c)]. 

B. Ordering the Defendants to jointly and severally disgorge, with prejudgment 

interest, all ill-gotten gains obtained by reason of the unlawful conduct alleged in this Complaint; 

C. Ordering the Defendants to pay civil monetary penalties pursuant to Section 20(d) 

of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. 

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16 

§ 78u(d)(3)]; and 

D. Granting such other and further relief as this Court may deem just and proper. 

JURY DEMAND 

The Commission demands a jury in this matter. 

 
DATED this 8th day of June, 2016. 
 
      Respectfully submitted, 

UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION 

 
      By its attorneys, 
 
 

s/  Alfred A. Day     
Alfred A. Day (Mass. Bar. No. 654436; D. Conn 
Pro Hac Vice No. PHV08222) 
   Senior Trial Counsel 
Jonathan R. Allen (Mass. Bar No. 680729) 
   Enforcement Counsel 
Boston Regional Office 
33 Arch Street, 24th Floor 
Boston, Massachusetts  02110 
(202) 551-4702 (Day) 
(617) 573-4563 (Allen) 
daya@ sec.gov  
[email protected]   
 
Local Counsel: 
 
 
s/  John B. Hughes     
John B. Hughes (Fed. Bar No. CT 05289) 
Assistant United States Attorney 
Chief, Civil Division 
United States Attorney’s Office 
Connecticut Financial Center 
157 Church Street, 23rd Floor 
New Haven, CT 06510 
(203) 821-3700 
(203) 773-5373 (Facsimile)  
 

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	D. Connerton Provides Outdated, Inadequate, and Incomplete Information to Investors.
	F. Connerton Has Made Materially False Statements about the Company’s Business and Prospects.