DOB: Press-A-Print International Consent

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IN THE MATTER OF:

PRESS-A-PRINT INTERNATIONAL LLC

   


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CONSENT ORDER

No. CO-2009-860-B

PRELIMINARY STATEMENT

WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of Chapter 672c of the Connecticut General Statutes, the Connecticut Business Opportunity Investment Act (the “Act”);
 
WHEREAS, on February 21, 2008, Press-A-Print International LLC (“Press-A-Print”) of 1463 Commerce Way, Idaho Falls, Idaho voluntarily filed a business opportunity registration application with the Commissioner pursuant to Sections 36b-62 and 36b-65 of the Act;
 
WHEREAS, the Commissioner, through the Securities and Business Investments Division (“Division”) of the Department of Banking, conducted an investigation pursuant to Section 36b-71(a) of the Act into the activities of Press-A-Print to determine whether it had violated, was violating or was about to violate any provisions of the Act or any regulation or order under the Act and to aid in the enforcement of the Act;
 
WHEREAS, as a result of the investigation, the Division obtained evidence that (1) following the formation of Press-A-Print in 2000, Press-A-Print sold at least five unregistered business opportunities in Connecticut in contravention of Sections 36b-65(a) and 36b-67(1) of the Act; (2) at the time of such sales and continuing to the present, Press-A-Print did not permit purchaser-investors to use the company’s trademarks, trade names, service marks or other commercial symbols; and (3) the disclosure document filed by Press-A-Print in connection with its business opportunity registration application contained deficiencies, including, without limitation, (a) a failure to clearly differentiate between Press-A-Print’s predecessor, Press-A-Print, Inc. and the applicant; (b) a failure to disclose the Commissioner’s January 29, 1996, Order to Cease and Desist and Notice of Right to Hearing (Docket No. CD-95-160-B) against Press-A-Print’s predecessor, Press-A-Print, Inc., an order which remains currently effective; and (c) inconsistencies between the disclosure document and the seller's promotional materials regarding financing offered; the use of public figures to promote the business opportunity; and the extent of training support;
 
WHEREAS, Press-A-Print maintains that 1) on October 10, 2007, it was acquired by ICV Press-A-Print Holdings, Inc. and a new management team was put in place at that time; 2) following the installation of new management, Press-A-Print determined to comply with the Act and voluntarily filed for business opportunity registration thereunder; and 3) Press-A-Print has never received a consumer complaint from any Connecticut resident;
 
WHEREAS, Press-A-Print maintains that it did not falsely represent that purchaser-investors had a license to use its registered trademark and further maintains that: 1) it initially sought to comply with the Act by licensing one of its registered trademarks to Connecticut purchasers and claiming an exclusion from the definition of a “business opportunity” pursuant to Section 36b-61(6)(D) of the Act; 2) pursuant to the Act, Press-A-Print filed copies of its trademark registration certificate and the purchase agreement that licensed use of such federally registered trademark to purchasers with the Commissioner on November 30, 2007; 3) within a few months of claiming the exclusion from the Act, Press-A-Print’s new ownership and management determined that licensing any of its trademarks to purchasers was not consistent with its business model and methods of operation and therefore elected to apply to register as a business opportunity under the Act; and 4) upon making such determination, Press-A-Print did file the said application to register as a business opportunity on February 21, 2008, believing that such act would effectively notify the Commissioner that it no longer wished to rely upon the exclusion under Section 36b-61(6)(D) of the Act;
 
WHEREAS, Section 4-177(c) of the Connecticut General Statutes provides, in relevant part, that “[u]nless precluded by law, a contested case may be resolved by . . . consent order”;
 
WHEREAS, Press-A-Print and the Commissioner now desire to resolve the matters described herein without the need for administrative proceedings, and agree to the language in this Consent Order;

CONSENT TO WAIVER OF PROCEDURAL RIGHTS

WHEREAS, Press-A-Print, through its execution of this Consent Order, voluntarily waives the following rights:

1. To be afforded an opportunity for a hearing within the meaning of Sections 36b-68(c), 36b-72(a) and 36b-72(b) of the Act, and Section 4-177(a) of the Connecticut General Statutes;
2. To present evidence and argument and to otherwise avail itself of Sections 36b-68(c), 36b-72(a) and 36b-72(b) of the Act, and Section 4-177c(a) of the Connecticut General Statutes;
3. To present its position in a hearing in which it is represented by counsel;
4. To have a written record of the hearing made and a written decision issued by a hearing officer; and
5. To seek judicial review of, or otherwise challenge or contest, the matters described herein, including the validity of this Consent Order.

ACKNOWLEDGEMENT OF THE COMMISSIONER'S ALLEGATIONS

WHEREAS, Press-A-Print, through its execution of this Consent Order, acknowledges the following allegations of the Commissioner, without admitting or denying them:

1. The entry of this Consent Order is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act;
2. Following the formation of Press-A-Print in 2000, Press-A-Print sold at least five unregistered business opportunities in Connecticut in contravention of Sections 36b-65(a) and 36b-67(1) of the Act, conduct which, if proven, would support the initiation of administrative proceedings to deny effectiveness to Press-A-Print’s business opportunity registration under Section 36b-68(a) of the Act, issue an order to cease and desist under Section 36b-72(a) of the Act, and/or enter an order imposing a fine pursuant to Section 36b-72(b) of the Act;
3. On November 30, 2007, in support of an exclusionary claim under Section 36b-61(6)(D) of the Act, Press-A-Print filed with the Commissioner a document falsely representing that purchaser-investors had a license to use Press-A-Print's registered trademark.  Such conduct violates Section 36b-80 of the Act and would, if proven, support the initiation of administrative proceedings to deny effectiveness to Press-A-Print’s business opportunity registration under Section 36b-68(a) of the Act, issue an order to cease and desist under Section 36b-72(a) of the Act, and/or enter an order imposing a fine pursuant to Section 36b-72(b) of the Act;
4. The disclosure document initially filed by Press-A-Print in connection with its business opportunity registration application contained deficiencies, including, without limitation, (a) a failure to clearly differentiate between Press-A-Print’s predecessor, Press-A-Print, Inc. and the applicant; (b) a failure to disclose the Commissioner’s January 29, 1996, Order to Cease and Desist and Notice of Right to Hearing (Docket No. CD-95-160-B) against Press-A-Print’s predecessor, Press-A-Print, Inc., an order which remains currently effective; and (c) inconsistencies between the disclosure document and the seller's promotional materials regarding financing offered; the use of public figures to promote the business opportunity; and the extent of training support.  Such deficiencies would, if proven, support the initiation of administrative proceedings to deny effectiveness to Press-A-Print’s business opportunity registration under Section 36b-68(a) of the Act;

WHEREAS, if the foregoing allegations were proven, the Commissioner would have the authority to enter findings after granting Press-A-Print an opportunity for a hearing;

WHEREAS, Press-A-Print acknowledges the possible consequences of an administrative hearing and voluntarily agrees to consent to the entry of the sanctions described below.

CONSENT TO ENTRY OF SANCTIONS AND REMEDIAL MEASURES

WHEREAS, Press-A-Print, through its execution of this Consent Order, consents to the Commissioner’s entry of a Consent Order imposing on it the following sanctions:

1. Press-A-Print, its representatives, agents, employees, affiliates, assigns, successors in interest, and those persons in active concert or participation with them shall cease and desist from engaging in conduct constituting or which would constitute a violation of the Act or any regulation or order under the Act, either directly or through any organizational or other device, including, without limitation, offering or selling unregistered business opportunities in or from Connecticut, through trade show participation, Internet advertising or otherwise;
2. (A) For a period of three (3) years commencing on the date this Consent Order is entered by the Commissioner, Press-A-Print and its successors in interest shall retain legal counsel familiar with the regulation of business opportunities to evaluate Press-A-Print’s compliance with the terms of this Consent Order and with the Act, including, without limitation, statutory registration and disclosure obligations, advertising representations and compliance with the Commissioner’s November 20, 1996 Order on Internet offerings of business opportunities.  Press-A-Print shall identify such legal counsel in writing to the Division Director prior to the Commissioner’s entry of this Consent Order.  Press-A-Print and its successors in interest shall, through a designated executive officer, consult with such legal counsel according to the following schedule, provided nothing herein shall preclude Press-A-Print or its successors in interest from communicating with legal counsel more frequently should the need arise:  (a) during the first year following the Commissioner’s entry of this Consent Order, such consultation shall occur on a quarterly basis; (b) during the second year following the Commissioner’s entry of this Consent Order, such consultation shall occur semi-annually; and (c) during the third year following the Commissioner’s entry of this Consent Order, such consultation shall take place at the end of the third year.  For three years following the Commissioner’s entry of this Consent Order, Press-A-Print or its successors in interest shall file with the Division Director an annual sworn affidavit verifying that it has fully discussed its Connecticut compliance responsibilities with legal counsel and that, in connection therewith, it is complying with this Consent Order and with the advice of counsel; (B) During such three year period, should Press-A-Print or its successors in interest sever its relationship with the legal counsel identified to the Division Director, Press-A-Print or its successors in interest, as the case may be, shall apprise the Division Director in writing of the reasons for such severance, and shall identify the successor attorney engaged to perform the services described in this paragraph;
3. Commencing on the date this Consent Order is signed by the Commissioner, and continuing for three (3) years thereafter, Press-A-Print or its successors in interest shall notify the Division Director in writing within five business days following any change in Press-A-Print’s executive officers, control persons or affiliated entities;
4. Within ten (10) business days following the Commissioner’s entry of this Consent Order, Press-A-Print shall provide written proof to the Division that it has mailed, via certified mail, return receipt requested, a notice of rights and remedies in a form preapproved by the Division, to each Connecticut purchaser-investor to whom it has sold an unregistered business opportunity from 2006 forward.  The notice of rights and remedies shall include a copy of this Consent Order executed by the Commissioner;
5. Press-A-Print shall make appropriate amendment of its disclosure document to disclose the content and existence of this Consent Order;
6. No later than the date this Consent Order is entered by the Commissioner, Press-A-Print shall remit to the Department of Banking, by certified or cashier’s check payable to “Treasurer, State of Connecticut”, the sum of Twenty-five Thousand Dollars ($25,000) as an administrative fine;
7. For three years following the entry of this Consent Order by the Commissioner, Press-A-Print and its successors in interest shall notify the Division Director in writing each calendar quarter of any complaints, actions or proceedings (including arbitrations and updates thereto) involving Connecticut residents and initiated against Press-A-Print, its representatives, agents, employees, affiliates, assigns, or successors in interest, for the quarter, including the disposition thereof.  Such report shall be provided no later than ten business days following the close of the quarter.  If no complaints, actions, proceedings or updates exist for the quarter, the report shall so indicate.  The first report shall be due no later than ten business days following the quarter ending June 30, 2009, and the final report shall be due no later than ten business days following the quarter ending June 30, 2012;
8. In the event that Press-A-Print fails to abide by the terms and conditions of this Consent Order, Press-A-Print consents to the immediate entry of a stop order and the imposition of a $100,000 fine, knowingly, wilfully and voluntarily waiving its right to notice and an administrative hearing in conjunction therewith; provided that, prior to invoking this paragraph, the Commissioner shall provide Press-A-Print with an informal opportunity to demonstrate its compliance with this Consent Order;

CONSENT ORDER

NOW THEREFORE, the Commissioner enters the following:

1. The Sanctions and Remedial Measures set forth above be and are hereby entered;
2. Entry of this Consent Order by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Press-A-Print or its successors in interest based upon a violation of this Consent Order or the matters underlying its entry, if the Commissioner determines that compliance with the terms herein is not being observed or if any representations made by Press-A-Print and reflected herein are subsequently discovered to be untrue;
3. Contemporaneously with the Commissioner’s entry of this Consent Order, the business opportunity registration of Press-A-Print International LLC shall be made effective under Section 36b-62(d) of the Act; and
4. This Consent Order shall become final when entered.
 
 

               ________/s/_________
    Howard F. Pitkin
            Banking Commissioner

So ordered at Hartford, Connecticut                 
this 23rd day of March 2009.                         


CONSENT TO ENTRY OF ORDER

I, Travis Young, state on behalf of Press-A-Print International LLC, that I have read the foregoing Consent Order; that I know and fully understand its contents; that I am authorized to execute this Consent Order on behalf of Press-A-Print International LLC; that Press-A-Print International LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that Press-A-Print International LLC voluntarily consents to the entry of this Consent Order, expressly waiving any right to a hearing on the matters described herein.


      Press-A-Print International LLC

By
       ________/s/_______________ 
      Travis Young 
      President and Chief Executive Officer


On this the 18th day of March 2009, before me, the undersigned officer, personally appeared Travis Young, who acknowledged himself to be the President and Chief Executive Officer of Press-A-Print International LLC, a limited liability company, and that he, as such President and Chief Executive Officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company by himself as President and Chief Executive Officer.

In witness whereof I hereunto set my hand.


_______________/s/______________
Notary Public
My Commission Expires:  9/16/2010

 


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