SEC v. BENJA INCORPORATED; and ANDREW J. CHAPIN, No. 4:20-CV-08238, Northern District of California (Apr. 14, 2022) — Judgment

[PROPOSED] FINAL JUDGMENT AS TO ANDREW J.
CHAPIN

CASE NO. 4:20-CV-08238-JSW

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MONIQUE C. WINKLER (Cal. Bar No. 213031)
  [email protected]
SUSAN F. LaMARCA (Cal. Bar No. 215231)
  [email protected]
MATTHEW G. MEYERHOFER (Cal. Bar No. 268559)
  [email protected]

Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 2800
San Francisco, California 94104
Telephone:  (415) 705-2500
Facsimile:  (415) 705-2501

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

            vs.

BENJA INCORPORATED, and
ANDREW J. CHAPIN,

Defendants.

Case No. 4:20-cv-08238-JSW

[PROPOSED] FINAL JUDGMENT AS TO
DEFENDANT ANDREW J. CHAPIN

The Securities and Exchange Commission (“SEC” or “Commission”) having filed a
complaint; and Defendant Andrew J. Chapin having entered a general appearance; consented to the
Court’s jurisdiction over Defendant and the subject matter of this action; consented to entry of this
Final Judgment; waived findings of fact and conclusions of law; and waived any right to appeal from
this Final Judgment:
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
OAKLAND DIVISION

[PROPOSED] FINAL JUDGMENT AS TO ANDREW J.
CHAPIN

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ASE NO. 4:20-CV-08238-JSW

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I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 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.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal
Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive
actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s officers,
agents, servants, employees, and attorneys; and (b) other persons in active concert or participation
with Defendant or with anyone described in (a).
II.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is permanently
restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 (the “Securities
Act”), 15 U.S.C. § 77q(a), in the offer or sale of any security by the use of any means or instruments
of transportation or communication in interstate commerce or by use of the mails, directly or
indirectly:
(a) to employ any device, scheme, or artifice to defraud;
(b) to obtain money or property by means of any untrue statement of a material fact or any
omission of a material fact necessary in order to make the statements made, in light of
the circumstances under which they were made, not misleading; or

[PROPOSED] FINAL JUDGMENT AS TO ANDREW J.
CHAPIN

3                                           C
ASE NO. 4:20-CV-08238-JSW

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(c) to engage in any transaction, practice, or course of business which operates or would
operate as a fraud or deceit upon the purchaser.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal
Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive
actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s officers,
agents, servants, employees, and attorneys; and (b) other persons in active concert or participation
with Defendant or with anyone described in (a).
III.
 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), and Section 20(e) of the Securities Act, 15
U.S.C. § 77t(e), Defendant is prohibited 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).
IV.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is liable for
disgorgement in the amount of $2,635,000 with pre-judgment interest thereon in the amount of
$184,692.22, for a total of $2,819,692, representing net profits gained as a result of the conduct
alleged in the Complaint. This amount shall be deemed satisfied by the order of restitution in the
criminal judgment against him in the action United States v. Andrew Chapin, Case No. 21-CR-217-
MMC (N.D. Cal.).
V.
 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is
incorporated herein with the same force and effect as if fully set forth herein, and that Defendant shall
comply with all of the undertakings and agreements set forth therein.
VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, for purposes of
exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the
allegations in the complaint are true and admitted by Defendant, and further, any debt for

[PROPOSED] FINAL JUDGMENT AS TO ANDREW J.
CHAPIN

4                                           C
ASE NO. 4:20-CV-08238-JSW

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disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under any
judgment, order, consent order, decree or settlement agreement entered in connection with this
proceeding, is a debt for the violation by Defendant of the federal securities laws or any regulation or
order issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §
523(a)(19).
VII.
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 Judgment.
VIII.
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 this Judgment forthwith and without further notice.

IT IS SO ORDERED.

DATED:
       Jeffrey S. White
       UNITED STATES DISTRICT JUDGE

April 11, 2022

[PROPOSED] FINAL JUDGMENT AS TO ANDREW J. 
CHAPIN 
 

 CASE NO. 4:20-CV-08238-JSW

 

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MONIQUE C. WINKLER (Cal. Bar No. 213031) 
  [email protected] 
SUSAN F. LaMARCA (Cal. Bar No. 215231) 
  [email protected] 
MATTHEW G. MEYERHOFER (Cal. Bar No. 268559) 
  [email protected] 
  
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
44 Montgomery Street, Suite 2800 
San Francisco, California 94104 
Telephone:  (415) 705-2500 
Facsimile:  (415) 705-2501 
 
 

SECURITIES AND EXCHANGE COMMISSION, 
 

Plaintiff, 
 
 vs. 
 
BENJA INCORPORATED, and 
ANDREW J. CHAPIN,  
 

Defendants. 
 
 

Case No. 4:20-cv-08238-JSW 
 
 

 
[PROPOSED] FINAL JUDGMENT AS TO 
DEFENDANT ANDREW J. CHAPIN 
 
 
 
 
 
 
 

 

 

 

The Securities and Exchange Commission (“SEC” or “Commission”) having filed a 

complaint; and Defendant Andrew J. Chapin having entered a general appearance; consented to the 

Court’s jurisdiction over Defendant and the subject matter of this action; consented to entry of this 

Final Judgment; waived findings of fact and conclusions of law; and waived any right to appeal from 

this Final Judgment: 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

OAKLAND DIVISION 

Case 4:20-cv-08238-JSW   Document 23   Filed 04/11/22   Page 1 of 4



 

 
[PROPOSED] FINAL JUDGMENT AS TO ANDREW J. 
CHAPIN 
 

2 CASE NO. 4:20-CV-08238-JSW

 

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I. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 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. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal 

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive 

actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s officers, 

agents, servants, employees, and attorneys; and (b) other persons in active concert or participation 

with Defendant or with anyone described in (a). 

II. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is permanently 

restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 (the “Securities 

Act”), 15 U.S.C. § 77q(a), in the offer or sale of any security by the use of any means or instruments 

of transportation or communication in interstate commerce or by use of the mails, directly or 

indirectly: 

(a) to employ any device, scheme, or artifice to defraud; 

(b) to obtain money or property by means of any untrue statement of a material fact or any 

omission of a material fact necessary in order to make the statements made, in light of 

the circumstances under which they were made, not misleading; or 

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[PROPOSED] FINAL JUDGMENT AS TO ANDREW J. 
CHAPIN 
 

3 CASE NO. 4:20-CV-08238-JSW

 

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(c) to engage in any transaction, practice, or course of business which operates or would 

operate as a fraud or deceit upon the purchaser. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal 

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive 

actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s officers, 

agents, servants, employees, and attorneys; and (b) other persons in active concert or participation 

with Defendant or with anyone described in (a). 

III. 

 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), and Section 20(e) of the Securities Act, 15 

U.S.C. § 77t(e), Defendant is prohibited 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). 

IV. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is liable for 

disgorgement in the amount of $2,635,000 with pre-judgment interest thereon in the amount of 

$184,692.22, for a total of $2,819,692, representing net profits gained as a result of the conduct 

alleged in the Complaint. This amount shall be deemed satisfied by the order of restitution in the 

criminal judgment against him in the action United States v. Andrew Chapin, Case No. 21-CR-217-

MMC (N.D. Cal.).   

V. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is 

incorporated herein with the same force and effect as if fully set forth herein, and that Defendant shall 

comply with all of the undertakings and agreements set forth therein. 

VI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, for purposes of 

exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the 

allegations in the complaint are true and admitted by Defendant, and further, any debt for 

Case 4:20-cv-08238-JSW   Document 23   Filed 04/11/22   Page 3 of 4



 

 
[PROPOSED] FINAL JUDGMENT AS TO ANDREW J. 
CHAPIN 
 

4 CASE NO. 4:20-CV-08238-JSW

 

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disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under any 

judgment, order, consent order, decree or settlement agreement entered in connection with this 

proceeding, is a debt for the violation by Defendant of the federal securities laws or any regulation or 

order issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 

523(a)(19). 

VII. 

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 Judgment. 

VIII. 

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 this Judgment forthwith and without further notice. 

 

IT IS SO ORDERED. 

 

 

 

DATED:            
       Jeffrey S. White 
       UNITED STATES DISTRICT JUDGE 
 

April 11, 2022

Case 4:20-cv-08238-JSW   Document 23   Filed 04/11/22   Page 4 of 4