Initiated By
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
Allegations
NASD RULES 2110,2710(B)(1), (4) (I) AND (II), (5) AND (6), 2720(A)(1), (C)(1)AND (3), (F), (G), (H) AND (N) - A MEMBER FIRM, ACTING THROUGH HAGER AND OTHERS, FAILED TO FILE OFFERING DOCUMENTS FOR INTRASTATE OFFERINGS WITH THE
CORPORATE FINANCING DEPARTMENT OF NASD;FAILED TO SUBMIT
TO THE NASD CORPORATE FINANCING DEPARTMENT AN
ESTIMATE OF THE MAXIMUM UNDERWRITING DISCOUNT OR COMMISSION
THAT THE FIRM ANTICIPATED RECEIVING AS A RESULT OF ITS
PARTICIPATION IN THE OFFERINGS AND ANY DOCUMENTS AND
INFORMATION PERTAINING TO THE TERMS, CONDITIONS AND
ARRANGEMENTS RELATING TO THE UNDERWRITING OR DISTRIBUTION OF
SUCH SHARES, AND PROCEEDED WITHOUT OBTAINING "NO OBJECTION"
LETTER TO THE UNDERWRITING TERMS AND ARRANGEMENTS OF THE
OFFERINGS; AND, PARTICIPATED IN THE UNDERWRITING AND/OR
DISTRIBUTION OF STOCK WITHOUT RETAINING A QUALIFIED INDEPENDENT UNDERWRITER TO CONDUCT DUE DILIGENCE AND PROVIDE A PRICING OPINION, FAILED TO HAVE THE QUALIFIED INDEPENDENT UNDERWRITER ACT AS MANAGER OF THE OFFERINGS, WHICH WAS REQUIRED SINCE THE FIRM HAD NOT BEEN ENGAGED IN THE INVESTMENT BANKING OR SECURITIES BUSINESS FOR THE FIVE-YEAR PERIOD IMMEDIATELY PRECEDING THE OFFERING, DID NOT ESTABLISH AN AUDIT COMMITTEE FOR THE FIRM WITHIN 12 MONTHS AFTER ITS INITIAL OFFERING AND APPOINT TO ITS BOARD OF DIRECTORS AND THE AUDIT COMMITTEE A PUBLIC DIRECTOR TO SERVE AS A COMMITTEE MEMBER, TO PROTECT THE INTERESTS OF THE INVESTORS, AND FAILED TO PROVIDE ONGOING PERIODIC REPORTS TO THE FIRM'S SHAREHOLDERS WHICH WOULD INFORM
THEM.
Resolution
Acceptance, Waiver & Consent(AWC)
Sanctions
Monetary/Fine
Amount
$25,000.00
Sanctions
Censure
Sanction Details
WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, HAGER CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS, THEREFORE, HE IS CENSURED AND FINED $25,000, JOINTLY AND SEVERALLY.
Broker Comment
NOT PROVIDED