Securities and Exchange Commission v. Marrone Bio Innovations, Inc.

Filing 8

FINAL JUDGMENT signed by Chief Judge Morrison C. England, Jr. on 03/07/16 as to Defendant. CASE CLOSED. (Jackson, T)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
No. 2:16-cv-00321-MCE-EFB
v.
MARRONE BIO INNOVATIONS, INC.,
Defendant.

FINAL JUDGMENT AS TO DEFENDANT MARRONE BIO INNOVATIONS, INC.
The Securities and Exchange Commission having filed a Complaint and Defendant
Marrone Bio Innovations, Inc. 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 without admitting or denying the allegations of the Complaint (except as to
jurisdiction); waived findings of fact and conclusions of law; and waived any right to appeal
from this Final Judgment:
I.
IT IS HEREBY 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

(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).
II.
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;

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(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).
III.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from, directly or indirectly, controlling any person who
violates Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] , and Rules 12b-20, 13a-1, 13a11, and 13a-13 promulgated thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11 and
240.13a-13] by:
(a)

failing to file with the Commission any report required to be filed with the
Commission pursuant to Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)],
and the rules and regulations promulgated thereunder; or

(b)

filing with the Commission a report required to be filed with the Commission
pursuant to Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)], and the rules
and regulations promulgated thereunder that (1) contains an untrue statement of
material fact; (2) fails to include, in addition to the information required to be
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stated in such report, such further material information as may be necessary to
make the required statements, in light of the circumstances under which they are
made, not misleading; or (3) fails to disclose any information required to be
disclosed therein,
unless Defendant acts in good faith and does not directly or indirectly induce the act or acts
constituting the violation.
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).
IV.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from, directly or indirectly, controlling any person who
violates Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act [15 U.S.C. §§ 78m(b)(2)(A)
and 78 m(b)(2)(B)] by failing to:
(a)

make and keep books, records and accounts, which, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of an
issuer; or

(b)

devise and maintain a system of internal accounting controls sufficient to provide
reasonable assurances that: (1) transactions are executed in accordance with
management’s general or specific authorization; (2) transactions are recorded as
necessary to permit preparation of financial statements in conformity with
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generally accepted accounting principles, or any other criteria applicable to such
statements, and to maintain accountability for assets; (3) access to assets is
permitted only in accordance with management’s general or specific
authorization; and (4) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with respect
to any differences.
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).
V.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section 14(a) of the Exchange Act [15
U.S.C. § 78n(a)] and Rules 14a-3 and 14a-9 promulgated thereunder [17 C.F.R. §§ 240.14a-3
and 14a-9] by soliciting proxies without furnishing each person solicited a proxy statement
containing the information specified by the proxy rules or a proxy statement included in a
registration statement filed under the Securities Act on Form S-4, Form N-4, or Form N-14
containing the information specified on such Form, and using proxy statements containing
statements which, at the time and in light of the circumstances under which they are made, are
false or misleading with respect to any material fact, or omit to state material facts necessary to
make the statement therein not misleading or necessary to correct any statement in any earlier
communication with respect to the solicitation of a proxy for the same meeting or subject matter
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which has become false or misleading.
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).
VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant shall pay a
civil penalty in the amount of $1,750,000.00 to the Securities and Exchange Commission
pursuant to Section 20(d) of the Securities Act, 15 U.S.C. § 78u(d)(3). Defendant shall make
this payment within ten (10) business days after entry of this Final Judgment.
Defendant may transmit payment electronically to the Commission, which will provide
detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly
from a bank account via Pay.gov through the SEC website at
http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank
cashier’s check, or United States postal money order payable to the Securities and Exchange
Commission, which shall be delivered or mailed to:
Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169
and shall be accompanied by a letter identifying the case title, civil action number, and name of
this Court; Marrone Bio Innovations, Inc. as a defendant in this action; and specifying that
payment is made pursuant to this Final Judgment.
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Defendant shall simultaneously transmit photocopies of evidence of payment and case
identifying information to the Commission’s counsel in this action. By making this payment,
Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part
of the funds shall be returned to Defendant. The Commission shall send the funds paid pursuant
to this Final Judgment to the United States Treasury. Defendant shall pay post-judgment interest
on any delinquent amounts pursuant to 28 USC § 1961.
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 Final Judgment. The
Clerk of the Court is nonetheless directed to close this case.
IT IS SO ORDERED.
Dated: March 7, 2016

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