SEC v. SAEXPLORATION HOLDINGS, INC., No. 1:20-CV-8423, Southern District of New York (Nov. 22, 2023) — Judgment
raw: SEC v. SAEXPLORATION HOLDINGS
SEC v. SAEXPLORATION HOLDINGS, No. 1:20-CV-8423 (Nov. 22, 2023)
Exhibit of SAExploration Holdings, Inc., et al.
summary
SAExploration Holdings, Inc. entered a consent decree with the SEC to resolve allegations of securities fraud and accounting misconduct without admitting or denying the charges.
paragraph
The SEC secured a final judgment against SAExploration Holdings, Inc. for violations of the Securities Exchange Act of 1934 and the Securities Act of 1933. The company is permanently enjoined from employing fraudulent schemes, making material misstatements, and failing to maintain accurate books and records. While the judgment establishes permanent injunctions, it does not specify monetary penalties or disgorgement amounts.
narrative
The U.S. Securities and Exchange Commission filed an enforcement action against SAExploration Holdings, Inc. and several individuals, including Jeffrey H. Hastings, Brent N. Whiteley, Brian A. Beatty, and Michael J. Scott. The allegations included securities fraud, material omissions in connection with the sale of securities, and failures in maintaining proper accounting controls and accurate books and records. SAExploration Holdings, Inc. entered into a consent decree to resolve the matter without admitting or denying the allegations. Under the final judgment, the company is permanently enjoined from violating Section 10(b) of the Exchange Act, Section 17(a) of the Securities Act, and various reporting provisions. The court also prohibited the defendant from engaging in any practice that operates as a fraud or deceit upon purchasers. Although the judgment establishes these permanent injunctions, the specific monetary penalties were not detailed in this document.
Classified financial-fraud(confidence 90%). EDGAR detection: forms 10-K/10-Q/8-K/NT 10-K· recall 67% / precision 23%. detection rule →
Statutes
15 U.S.C. § 78j(b)15 U.S.C. § 77q(a)15 U.S.C. § 78m(a)15 U.S.C. § 78m(b)17 C.F.R. § 240.10b-5Section 10(b) of the Securities Exchange ActSection 17(a) of the Securities ActRule 10b-5
Parties
Securities and Exchange CommissionSAEXPLORATION HOLDINGS, INC.
Keywords
ordered adjudgedadjudged decreedfurther ordereddocument pageorderedadjudgeddecreedfurthercv-pggdocumentmaterial factcivil procedurefinalpage
Extracted insights
Entities 6
- person final judgment
- person general appearance
- company saexploration holdings, inc.
- organization SAExploration Holdings, Inc.
- agency Securities and Exchange Commission
- organization Securities and Exchange Commission
Triples 9
- Securities And Exchange Commission filed Complaint
- Saexploration Holdings, Inc. entered general appearance
- Saexploration Holdings, Inc. consented Court's jurisdiction
- Securities And Exchange Commission ordered Final Judgment
- Saexploration Holdings, Inc. restrained violating Section 10(b) of the Securities Exchange Act
- Saexploration Holdings, Inc. enjoined violating Section 17(a) of the Securities Act
- Defendant's officers bound Final Judgment
- Saexploration Holdings, Inc. waived findings of fact and conclusions of law
- Saexploration Holdings, Inc. waived right to appeal
Text layers
Extracted body text (7,170c)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
U.S. SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
-against-
SAEXPLORATION HOLDINGS, INC.,
JEFFREY H. HASTINGS,
BRENT N. WHITELEY,
BRIAN A. BEATTY, and
MICHAEL J. SCOTT,
Defendants, and
THOMAS W. O’NEILL and
LORI E. HASTINGS,
Relief Defendants.
Civil Action No. 1:20-CV-8423 (PGG)
FINAL JUDGMENT AS TO DEFENDANT SAEXPLORATION HOLDINGS, INC.
The Securities and Exchange Commission having filed a Complaint and Defendant
SAExploration Holdings, Inc. 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 is
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
2
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.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
II.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933
(the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any
means or instruments of transportation or communication in interstate commerce or by use of the
mails, directly or indirectly:
(a) to employ any device, scheme, or artifice to defraud;
(b) to obtain money or property by means of any untrue statement of a material fact
or any omission of a material fact necessary in order to make the statements
3
made, in light of the circumstances under which they were made, not misleading;
or
(c) to engage in any transaction, practice, or course of business which operates or
would operate as a fraud or deceit upon the purchaser.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
III.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from, directly or indirectly, violating Section 13(a) of the
Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder [17
C.F.R. §§240.12b-20, 240.13a-1, 240.13a-11, and 240.13a-13] by filing with the Commission
any information, document or report required to be filed with the Commission pursuant to
Exchange Act Section 13(a) and the rules and regulations promulgated thereunder, which
contains any untrue statement of a material fact, which omits to state any material fact necessary
in order to make the statements made, in light of the circumstances under which they were made,
not misleading, or which omits to disclose any information required to be disclosed.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
4
participation with Defendant or with anyone described in (a).
IV.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from, directly or indirectly, violating Section 13(b)(2)(A)
of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)] by failing to make and keep books, records, and
accounts which, in reasonable detail, accurately and fairly reflect the transactions and disposition
of its assets.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
V.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from, directly or indirectly, violating Section 13(b)(2)(B)
of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)] by failing to devise and maintain a system of
internal accounting controls sufficient to reasonably assure that transactions are recorded and
financial statements are prepared in conformity with generally accepted accounting principles.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
5
VI.
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.
VII.
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.
VIII.
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.
Dated: ______________, _____
____________________________________
UNITED STATES DISTRICT JUDGE
December 17, 2020
Paul G. GardepheOCR text (8,218c · tika · 95% conf)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
U.S. SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
-against-
SAEXPLORATION HOLDINGS, INC.,
JEFFREY H. HASTINGS,
BRENT N. WHITELEY,
BRIAN A. BEATTY, and
MICHAEL J. SCOTT,
Defendants, and
THOMAS W. O’NEILL and
LORI E. HASTINGS,
Relief Defendants.
Civil Action No. 1:20-CV-8423 (PGG)
FINAL JUDGMENT AS TO DEFENDANT SAEXPLORATION HOLDINGS, INC.
The Securities and Exchange Commission having filed a Complaint and Defendant
SAExploration Holdings, Inc. 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 is
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
Case 1:20-cv-08423-PGG Document 27-2 Filed 11/05/20 Page 1 of 5Case 1:20-cv-08423-PGG Document 44 Filed 12/17/20 Page 1 of 5
2
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.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
II.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933
(the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any
means or instruments of transportation or communication in interstate commerce or by use of the
mails, directly or indirectly:
(a) to employ any device, scheme, or artifice to defraud;
(b) to obtain money or property by means of any untrue statement of a material fact
or any omission of a material fact necessary in order to make the statements
Case 1:20-cv-08423-PGG Document 27-2 Filed 11/05/20 Page 2 of 5Case 1:20-cv-08423-PGG Document 44 Filed 12/17/20 Page 2 of 5
3
made, in light of the circumstances under which they were made, not misleading;
or
(c) to engage in any transaction, practice, or course of business which operates or
would operate as a fraud or deceit upon the purchaser.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
III.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from, directly or indirectly, violating Section 13(a) of the
Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder [17
C.F.R. §§240.12b-20, 240.13a-1, 240.13a-11, and 240.13a-13] by filing with the Commission
any information, document or report required to be filed with the Commission pursuant to
Exchange Act Section 13(a) and the rules and regulations promulgated thereunder, which
contains any untrue statement of a material fact, which omits to state any material fact necessary
in order to make the statements made, in light of the circumstances under which they were made,
not misleading, or which omits to disclose any information required to be disclosed.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
Case 1:20-cv-08423-PGG Document 27-2 Filed 11/05/20 Page 3 of 5Case 1:20-cv-08423-PGG Document 44 Filed 12/17/20 Page 3 of 5
4
participation with Defendant or with anyone described in (a).
IV.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from, directly or indirectly, violating Section 13(b)(2)(A)
of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)] by failing to make and keep books, records, and
accounts which, in reasonable detail, accurately and fairly reflect the transactions and disposition
of its assets.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
V.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from, directly or indirectly, violating Section 13(b)(2)(B)
of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)] by failing to devise and maintain a system of
internal accounting controls sufficient to reasonably assure that transactions are recorded and
financial statements are prepared in conformity with generally accepted accounting principles.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
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5
VI.
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.
VII.
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.
VIII.
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.
Dated: ______________, _____
____________________________________
UNITED STATES DISTRICT JUDGE
Case 1:20-cv-08423-PGG Document 27-2 Filed 11/05/20 Page 5 of 5
December 17, 2020
Paul G. Gardephe
Case 1:20-cv-08423-PGG Document 44 Filed 12/17/20 Page 5 of 5
SAExploration Holdings Inc - Consent
20201029 - Certificate of Corporate Resolution (notarized)_final