Securities and Exchange Commission v. Manoah et al

Filing 8

FINAL JUDGMENT as to Defendant Blair G. Schlossberg. Clerk shall enter Judgment as to this Defendant. The Clerk is directed to close this case. Signed by Judge James S. Moody, Jr on 9/5/2014. (LN)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
CASE NO: 8:14-CV-1973-T-30MAP

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
v.
BLAIR G. SCHLOSSBERG, et al.,
Defendants.

FINAL JUDGMENT AS TO DEFENDANT BLAIR G. SCHLOSSBERG
The Securities and Exchange Commission (“Commission”) having filed a Complaint
and Defendant Blair G. Schlossberg (“Defendant”) 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 ORDERED, ADJUDGED, AND DECREED that Defendant and
Defendant’s agents, servants, employees, attorneys, and all persons in active concert or
participation with them who receive actual notice of this Final Judgment by personal service
or 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, by:

(1) buying or selling a security of any issuer, on the basis of material nonpublic information,
in breach of a fiduciary duty or other duty of trust or confidence that is owed directly,
indirectly, or derivatively, to the issuer of that security or the shareholders of that issuer, or to
any other person who is the source of the information; and (2) by communicating material
nonpublic information about a security or issuer, in breach of a fiduciary duty or other duty
of trust or confidence, to another person or persons for purposes of buying or selling any
security.
II.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that
Defendant and Defendant’s agents, servants, employees, attorneys, and all persons in active
concert or participation with them who receive actual notice of this Final Judgment by
personal service or otherwise are permanently restrained and enjoined from violating Section
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14(e) of the Exchange Act [15 U.S.C. § 78n(e)] and Rule 14e-3 [17 C.F.R. § 240.14e-3]
promulgated thereunder, in connection with any tender offer or request or invitation for
tenders, from engaging in any fraudulent, deceptive, or manipulative act or practice, by:
(a)

purchasing or selling or causing to be purchased or sold the securities
sought or to be sought in such tender offer, securities convertible into
or exchangeable for any such securities or any option or right to obtain
or dispose of any of the foregoing securities while in possession of
material information relating to such tender offer that Defendant
knows or has reason to know is nonpublic and knows or has reason to
know has been acquired directly or indirectly from the offering person;
the issuer of the securities sought or to be sought by such tender offer;
or any officer, director, partner, employee or other person acting on
behalf of the offering person or such issuer, unless within a reasonable
time prior to any such purchase or sale such information and its source
are publicly disclosed by press release or otherwise; or

(b)

communicating material, nonpublic information relating to a tender
offer, which Defendant knows or has reason to know is nonpublic and
knows or has reason to know has been acquired directly or indirectly
from the offering person; the issuer of the securities sought or to be
sought by such tender offer; or any officer, director, partner, employee,
advisor, or other person acting on behalf of the offering person of such
issuer, to any person under circumstances in which it is reasonably
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foreseeable that such communication is likely to result in the purchase
or sale of securities in the manner described in subparagraph (a) above,
except that this paragraph shall not apply to a communication made in
good faith
(i)

to the officers, directors, partners or employees of the
offering person, to its advisors or to other persons,
involved in the planning, financing, preparation or
execution of such tender offer;

(ii)

to the issuer whose securities are sought or to be sought
by such tender offer, to its officers, directors, partners,
employees or advisors or to other persons involved in
the planning, financing, preparation or execution of the
activities of the issuer with respect to such tender offer;
or

(iii)

to any person pursuant to a requirement of any statute
or rule or regulation promulgated thereunder.
III.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is
liable for disgorgement of $46,358.50, representing profits gained as a result of the conduct
alleged in the Complaint, together with prejudgment interest thereon in the amount of
$2,981.02. Defendant is further liable for a civil penalty in the amount of $46,358.50
pursuant to Section 21A of the Exchange Act [15 U.S.C. § 78u-1]. Defendant shall satisfy
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this obligation by paying $95,698.02 to the Securities and Exchange Commission within 14
days after entry of this Final Judgment. Defendant further shall remain jointly and severally
liable with Moshe Manoah for disgorgement in the amount of $46,358.50, representing
profits gained by Moshe Manoah as a result of the conduct alleged in the Complaint, together
with prejudgment interest thereon in the amount of $2,981.02.
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; Blair G. Schlossberg as a defendant in this action; and specifying that payment
is made pursuant to this Final Judgment.
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.

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The Commission may enforce the Court’s judgment for disgorgement and
prejudgment interest by moving for civil contempt (and/or through other collection
procedures authorized by law) at any time after 14 days following entry of this Final
Judgment. Defendant shall pay post judgment interest on any delinquent amounts pursuant
to 28 U.S.C. § 1961.
IV.
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.
V.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely 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 disgorgement, prejudgment interest, civil penalty or other amounts due
by Defendant under this Final Judgment or any other 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).
VI.
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.
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VII.
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 Final Judgment forthwith and without
further notice.
DONE AND ORDERED at Tampa, Florida on this 5th day of September, 2014.

Copies furnished to:
Counsel/Parties of Record
S:\Odd\2014\14-cv-1973 Schlossberg FJ.docx

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