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OFFICE OF SECURITIES
121 STATE HOUSE STATION
AUGUSTA, ME 04333
Consent Agreement is entered into between the Office of Securities ("the
Office”), North Coast Energy, Inc. (“
WHEREAS the parties agree as follows:
1. At all relevant times, section 10204 of the Revised Maine Securities Act, 32 M.R.S.A. §§ 10101-10713 (the “Act”), has provided that no person may make or cause to be made, in any document filed with the administrator, any statement that the person knows or has reasonable grounds to know is, at the time and in light of the circumstances under which it is made, false and misleading in any material respect.
At all relevant times, section 10401 of the Act has
provided that no person may offer or sell a security in
3. At all relevant times, section 10505(2) of the Act provided that the notice filing requirements for federal covered securities offered and sold in Maine in reliance on section 18(b)(4)(D) of the United States Securities Act of 1933 (the “1933 Act”) are set forth in section 10502(2)(R) of the Act. Those requirements are that, no later than fifteen days after the first sale in Maine, the issuer shall file with the Office a notice on United States Securities and Exchange Commission Form D and a consent to service of process, and must pay a filing fee.
In December 2001, McDonald offered and sold to nine
On or about March 13, 2002,
It is the Office’s position that, by failing to
7. It is the Office’s position that, because the issuer did not file the notice until about three months after the first sale in Maine, North Coast cannot rely on the investments being federal covered securities under section 18(b)(4)(D) of the 1933 Act and section 10505(2) of the Act and therefore McDonald’s sales of the investment amounted to sales of unregistered securities in violation of section 10401 of the Act.
9. The parties desire an expeditious resolution of this matter.
NOW, THEREFORE, without trial or adjudication of any issue of fact or law, and without North Coast or McDonald admitting or denying that their conduct violated the Revised Maine Securities Act, it is agreed that:
3. This Consent Agreement constitutes the
entire agreement between the Office,
Date: April 27, 2005 North Coast Energy, Inc.
Name: s/Harold L. Hickey
Date: April 26, 2005 McDonald Investments Inc.
Name: s/Charles R. Shaw
Date: April 29, 2005 s/Christine A. Bruenn
Christine A. Bruenn
Date: April 29, 2005 s/Bonnie E. Russell
Bonnie E. Russell
Assistant Securities Administrator
Date: April 29, 2005 s/Michael W. Atleson
Michael W. Atleson