Securities and Exchange Commission v. Peer

Filing 4

FINAL JUDGMENT: It is 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; that Defendant is liable for disgorgement of $10,227.73. Defendant shall satisfy this obligation by paying $21,267.26 to the Securities and Exchange Commission within 14 days after entry of this Final Judgment. Signed by Judge Thomas S. Zilly. (SWT) (cc: Kenneth Peer via USPS)

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UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON
SEATTLE DIVISION

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SECURITIES AND EXCHANGE COMMISSION,

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Plaintiff,

Case No. 2:17-CV-01865
FINAL JUDGMENT

v.
KENNETH PEER,
Defendant.

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The Securities and Exchange Commission having filed a Complaint and Defendant

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Kenneth Peer having entered a general appearance; consented to the Court’s jurisdiction over

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Defendant and the subject matter of this action; consented to entry of this Final Judgment

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without admitting or denying the allegations of the Complaint (except as to jurisdiction and

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except as otherwise provided herein in paragraph V); waived findings of fact and conclusions of

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law; and waived any right to appeal from this Final Judgment:
I.

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

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permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the

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

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promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of

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FINAL JUDGMENT
SEC V. PEER (NO. 2:17-CV-01865)

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Securities and Exchange Commission
44 Montgomery Street, Suite 2800
San Francisco, California 94104
[phone]

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

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connection with the purchase or sale of any security:

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(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

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necessary in order to make the statements made, in the light of the circumstances

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under which they were made, not misleading; or

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(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

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

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

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

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participation with Defendant or with anyone described in (a).
II.

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IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant

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is permanently restrained and enjoined from violating Section 14(e) of the Exchange Act [15

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U.S.C. § 78n(e)] and Rule 14e-3 [17 C.F.R. § 240.14e-3] promulgated thereunder, in connection

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with any tender offer or request or invitation for tenders, from engaging in any fraudulent,

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deceptive, or manipulative act or practice, by:

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(a)

purchasing or selling or causing to be purchased or sold the securities

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sought or to be sought in such tender offer, securities convertible into or

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exchangeable for any such securities or any option or right to obtain or

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dispose of any of the foregoing securities while in possession of material

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information relating to such tender offer that Defendant knows or has

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reason to know is nonpublic and knows or has reason to know has been

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acquired directly or indirectly from the offering person; the issuer of the

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securities sought or to be sought by such tender offer; or any officer,

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FINAL JUDGMENT
SEC V. PEER (NO. 2:17-CV-01865)

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Securities and Exchange Commission
44 Montgomery Street, Suite 2800
San Francisco, California 94104
[phone]

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director, partner, employee or other person acting on behalf of the offering

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person or such issuer, unless within a reasonable time prior to any such

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purchase or sale such information and its source are publicly disclosed by

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press release or otherwise; or

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(b)

communicating material, nonpublic information relating to a tender offer,

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which Defendant knows or has reason to know is nonpublic and knows or

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has reason to know has been acquired directly or indirectly from the

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offering person; the issuer of the securities sought or to be sought by such

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tender offer; or any officer, director, partner, employee, advisor, or other

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person acting on behalf of the offering person of such issuer, to any person

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under circumstances in which it is reasonably foreseeable that such

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communication is likely to result in the purchase or sale of securities in the

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manner described in subparagraph (a) above, except that this paragraph

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shall not apply to a communication made in good faith
(i)

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to the officers, directors, partners or employees of the

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offering person, to its advisors or to other persons, involved

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in the planning, financing, preparation or execution of such

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tender offer;
(ii)

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to the issuer whose securities are sought or to be sought by

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such tender offer, to its officers, directors, partners,

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employees or advisors or to other persons involved in the

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planning, financing, preparation or execution of the

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activities of the issuer with respect to such tender offer; or
(iii)

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

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FINAL JUDGMENT
SEC V. PEER (NO. 2:17-CV-01865)

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Securities and Exchange Commission
44 Montgomery Street, Suite 2800
San Francisco, California 94104
[phone]

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

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

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

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

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participation with Defendant or with anyone described in (a).
III.

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

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liable for disgorgement of $10,227.73, representing the alleged profits gained as a result of the

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conduct alleged in the Complaint, together with prejudgment interest thereon in the amount of

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$811.80 and a civil penalty in the amount of $10,227.73 pursuant to Section 21A of the

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Exchange Act [15 U.S.C. § 78u-1)]. Defendant shall satisfy this obligation by paying

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$21,267.26 to the Securities and Exchange Commission within 14 days after entry of this Final

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Judgment.

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Defendant may transmit payment electronically to the Commission, which will provide

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detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly

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from a bank account via Pay.gov through the SEC website at

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http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank

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cashier’s check, or United States postal money order payable to the Securities and Exchange

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Commission, which shall be delivered or mailed to:

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Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169

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and shall be accompanied by a letter identifying the case title, civil action number, and name of

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this Court; Kenneth Peer as a defendant in this action; and specifying that payment is made

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pursuant to this Final Judgment.

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FINAL JUDGMENT
SEC V. PEER (NO. 2:17-CV-01865)

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Securities and Exchange Commission
44 Montgomery Street, Suite 2800
San Francisco, California 94104
[phone]

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Defendant shall simultaneously transmit photocopies of evidence of payment and case

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identifying information to the Commission’s counsel in this action. By making this payment,

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Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part

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of the funds shall be returned to Defendant. The Commission shall send the funds paid pursuant

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to this Final Judgment to the United States Treasury.

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If disgorgement is ordered: The Commission may enforce the Court’s judgment for

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disgorgement and prejudgment interest by moving for civil contempt (and/or through other

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collection procedures authorized by law) at any time after 14 days following entry of this Final

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Judgment. Defendant shall pay post judgment interest on any delinquent amounts pursuant to 28

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U.S.C. § 1961.

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IV.

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

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

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

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

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

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

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

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Final Judgment or any other judgment, order, consent order, decree or settlement agreement

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entered in connection with this proceeding, is a debt for the violation by Defendant of the federal

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securities laws or any regulation or order issued under such laws, as set forth in Section

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523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).
VI.

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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

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FINAL JUDGMENT
SEC V. PEER (NO. 2:17-CV-01865)

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Securities and Exchange Commission
44 Montgomery Street, Suite 2800
San Francisco, California 94104
[phone]

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Clerk is DIRECTED to send a copy of this Final Judgment to all counsel of record and to

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defendant pro se Kenneth Peer at 1904 S. Bayview St., Seattle, WA 98144.

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Dated: December 21, 2017

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A

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Thomas S. Zilly
United States District Judge

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Presented by:

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/s/ Alice L. Jensen
Alice L. Jensen # 203327 (Conditionally Admitted Pursuant to LCR 83.1(c)(2))
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 2800
San Francisco, California 94104
Telephone: [phone]
Facsimile: [phone]
Email: [e-mail]
Attorney for Plaintiff Securities and Exchange Commission

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FINAL JUDGMENT
SEC V. PEER (NO. 2:17-CV-01865)

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Securities and Exchange Commission
44 Montgomery Street, Suite 2800
San Francisco, California 94104
[phone]