Securities and Exchange Commission v Eric Pulier Complaint

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JOHN B. BULGOZDY (Cal. Bar No. 219897)
Email: [email protected]
ANSU N. BANERJEE (DC Bar No. 440660)
Email: [email protected]
CATHERINE W. BRILLIANT (Cal. Bar No. 229992)
Email: [email protected]
Attorneys for Plaintiff
Securities and Exchange Commission
Michele Wein Layne, Regional Director
Alka N. Patel, Associate Regional Director
Amy J. Longo, Regional Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
Western Division
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
ERIC PULIER,
Defendant.
Case No.:  2:17-cv-07124
COMPLAINT
Plaintiff Securities and Exchange Commission (“SEC”) alleges:
JURISDICTION AND VENUE
1. The Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1), 20(e), and 22 of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§
77t(b), 77t(d)(1), 77t(e) & 77v], and Sections 21(d), 21(e) and 27 of the Securities
Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u(d), 78u(e) & 78aa].
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2. Venue is proper in this district pursuant to Section 22(a) of the Securities
Act [15 U.S.C. § 77v(a)], and Section 27(a) of the Exchange Act [15 U.S.C. §
78aa(a)] because certain of the transactions, acts, practices and courses of conduct
constituting violations of the federal securities laws occurred within this district.
3. Defendant, directly or indirectly, made use of the means or instruments
of transportation or communication in interstate commerce, or of the mails, or of any
facility of a national securities exchange in connection with the transactions, acts,
practices, and courses of business alleged in the complaint.
SUMMARY
4. Eric Pulier defrauded Computer Sciences Corporation (“CSC”) out of
over $98 million in connection with its November 2013 acquisition of ServiceMesh,
Inc. (“SMI”), Pulier’s privately-owned cloud software startup.  Pulier’s fraudulent
conduct included paying about $2.5 million in bribes to third parties to assist his
scheme, making material misrepresentations to CSC and its auditors, and
circumventing CSC’s internal accounting controls.
5. Pulier was a major shareholder of SMI when it was sold to CSC in 2013.
The sale included a $98 million “earn-out payment” that depended on SMI’s stand-
alone sales meeting a certain target for a period after the acquisition.  Pulier bribed
two executives of the Commonwealth Bank of Australia (“CBA”) to enter into
contracts with CSC in December 2013 and January 2014, which increased
SMI/CSC’s revenues by over $10 million.  But for these two contracts, SMI would
not have met the threshold for an approximately $98 million earn-out payment under
the sales contract with CSC.  As a major shareholder of SMI, Pulier received over
$30 million of the $98 million earn-out payment.
6. At the time of the fraudulent conduct, Pulier was an Executive Vice
President of CSC.  In that position, Pulier falsely attested that CSC had not entered
into any contracts with any side agreements and that there had not been any fraud in
connection with an audit of SMI’s stand-alone sales for the purposes of the earn-out
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payment.  Pulier knew these representations were false because he had offered to pay
bribes to two CBA executives to obtain the sales contracts that achieved the earn-out
milestone.  On March 17, 2015, the New South Wales Police arrested the two CBA
executives for their receipt of bribes.  CSC put Pulier on administrative leave shortly
thereafter, and he resigned from CSC in April 2015.
7. The SEC seeks permanent injunctive relief against Pulier for violations
of the antifraud, accounting, and related provisions of the federal securities laws,
disgorgement of his ill-gotten gains with prejudgment interest thereon, civil penalties,
and an officer and director bar.
DEFENDANT AND RELEVANT INDIVIDUAL AND ENTITIES
8. Eric Pulier is a U.S. citizen who was the founder, president, and a major
shareholder in SMI.  After CSC acquired SMI, he served as an Executive Vice
President of CSC from November 2013 until his resignation in April 2015.
9. Keith Hunter is a U.S. citizen who was CBA’s Executive Vice
President of IT Engineering from June 2011 until his termination on December 24,
2014 for the conduct alleged in this Complaint.  Hunter admitted his role in the
scheme to defraud CSC in a settled civil action against him filed in U.S. District
Court in Los Angeles.  Hunter also entered into a criminal plea agreement with the
United States Attorney’s Office for the Central District of California.  On December
20, 2016, an Australian criminal court sentenced Hunter to three-and-a-half years in
prison for his receipt of bribes from Pulier as alleged in this Complaint.
10. SMI was a privately-owned cloud software company based in Santa
Monica, California.  SMI’s main product was the patented Agility Platform, a
consolidated hybrid cloud system designed for large-scale businesses.  Pulier was the
founder and president of SMI.  On November 15, 2013, CSC acquired SMI and
Pulier was named CSC’s Executive Vice President of Cloud Computing.
11. CSC is a computer science and information technology company
incorporated in Nevada and headquartered in Falls Church, Virginia.  CSC’s common
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stock is registered with the SEC under Section 12(b) of the Exchange Act and trades
on the New York Stock Exchange.
12. CBA is a multinational bank headquartered in Sydney, Australia.
CBA’s common stock trades on the Australian Stock Exchange.
ALLEGATIONS
A. Pulier’s Historical Relationship with the Two CBA Executives
13. Pulier founded SMI in 2008.  SMI’s main product was the Agility
Platform (“Agility”), a subscription-based cloud software program that enables large
financial, healthcare, and retail institutions to implement a cloud-based IT
infrastructure.
14. SMI entered into a Master Supply Agreement with CBA in early 2011,
pursuant to which SMI agreed to provide CBA with Agility software, upgrades,
services, and other cloud-related products on an ongoing basis.
15. In June 2011, approximately four months after the Master Supply
Agreement was signed, CBA hired Keith Hunter as its Executive Vice President of IT
Engineering to manage the development and implementation of CBA’s new cloud
computing strategy using SMI’s Agility Platform.  Pulier interviewed Hunter before
he was hired to make sure Hunter would be a good fit for the implementation of the
cloud strategy.
16. After Hunter was hired by CBA, Pulier began working with him, holding
weekly phone calls, and socializing with Hunter.  Pulier also interacted frequently
with a second CBA executive (the “Other CBA Executive”) in connection with the
implementation of CBA’s cloud computing strategy, as well as socially.
B. CSC’s Acquisition of SMI Included an Earn-out Payment
17. In 2013, CSC agreed to purchase all of SMI’s shares pursuant to an
Equity Purchase Agreement (“Purchase Agreement”) dated October 29, 2013.  Under
the terms of the Agreement, CSC agreed to make an initial cash payment of
$163,261,172, plus a potential earn-out payment of up to $137,014,548 depending on
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revenues earned by SMI’s stand-along operations for the period from January 1, 2013
through January 31, 2014 (the “Measurement Period”).
18. The earn-out payment was contingent on SMI’s operations meeting a
revenue target during the Measurement Period.  Under the terms of the Purchase
Agreement, CSC agreed to pay SMI shareholders approximately $10.15 for every
dollar of revenue SMI generated on a stand-alone basis if it met an initial revenue
threshold of $20 million during the Measurement Period.
19. CSC’s acquisition of SMI closed on November 15, 2013.  Following the
closing, SMI became a wholly-owned subsidiary of CSC, Pulier became CSC’s
Executive Vice President of Cloud Computing, and most of SMI’s employees became
CSC employees.
20. When CSC’s acquisition of SMI closed, Pulier received approximately
$26 million for his shares of SMI as well as a $13 million bonus payment and an
additional $9 million cash payment.
C. Pulier’s Scheme to Defraud CSC
1. Pulier Orchestrated a Scheme to Defraud CSC in Connection with
SMI’s Earn-out Payment
21. In late 2013, Pulier offered to pay bribes to Hunter and the Other CBA
Executive in return for their assistance in closing deals between CSC and CBA.
Pulier knew, or was reckless in not knowing, that the purpose of the bribes was to
encourage Hunter and the Other CBA Executive to enter into contracts with
SMI/CSC to increase SMI’s stand-alone revenues during the Measurement Period, to
enable Pulier to profit from the earn-out payment under the terms of the Purchase
Agreement.
2. CBA’s Purchase of McAfee Software from CSC
22. In late 2013, at Pulier’s urging, Hunter and the Other CBA Executive
began to lobby for CBA to purchase McAfee security software and services from
CSC.  While other companies had offered competitive bids to supply the software,
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including McAfee itself, Hunter and the Other CBA Executive touted the benefits of
the deal with CSC and squelched dissenting views of other CBA employees who
expressed concerns about the purchase.
23. On or about December 17, 2013, the Other CBA Executive wrote an
email to CBA employees responsible for approving the deal, who had raised concerns
about the deal, that “Keith [Hunter] and I want this sorted out ASAP – within the next
48 hours.”
24. In response to the efforts of Hunter and the Other CBA Executive, CBA
approved the purchase of McAfee software from CSC on December 23, 2013.
25. Between the date that CBA approved the purchase and the end of the
Measurement Period on January 31, 2014, CBA’s purchase of McAfee software from
CSC generated over $5 million of revenue that counted towards the earn-out payment
under the Purchase Agreement between CSC and SMI.
3. CBA’s Purchase of Pivotal Software from CSC
26. Near the end of January 2014, SMI’s total revenues for the Measurement
Period were still below the $20 million threshold for the earn-out payment under the
terms of the Purchase Agreement between CSC and SMI.  Pulier knew that unless
SMI’s stand-alone revenues increased above the threshold, he and the other SMI
shareholders would receive nothing under the earn-out provision.
27. Prior to January 25, 2014, employees of CBA had discussed with Pulier
and others at SMI the possibility, at some point in the future, of purchasing Pivotal
Cloud Foundry software and services designed to supplement the Agility platform.
CBA had not made any decisions concerning a purchase as of that date.
28. In order to increase SMI’s stand-alone revenue for the purposes of the
earn-out payment, Pulier convinced Hunter to have CBA purchase the Pivotal
software from CSC on January 25, 2014, six days before the end of the Measurement
Period.
29. Hunter only had authority to sign contracts binding CBA up to AUD $1
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million.  Hunter structured CBA’s purchase of Pivotal software from CSC as nine
separate contracts, with each contract below AUD $1 million.  By breaking the
purchase into several smaller contracts, Hunter circumvented CBA’s internal policy
that required contracts over AUD $7 million to be reviewed and approved by higher-
level executives.
30. CBA’s January 2014 purchase of Pivotal software from CSC generated
over USD $5.4 million USD of revenue for CSC, which counted toward the revenue
target threshold for SMI to obtain its earn-out payment.
31. These two purchases by CBA of McAfee and Pivotal software
contributed over $10 million to SMI’s stand-alone revenue during the Measurement
Period.   But for these purchases by CBA, SMI would not have met the $20 million
revenue threshold during the Measurement Period, and CSC would therefore not have
been contractually bound to make any additional payment under the terms of the
Purchase Agreement.  But for these purchases by CBA, Pulier would not have
received any additional payment from the sale of SMI to CSC under the earn-out
provision of the Purchase Agreement.
4. Pulier Lied to CSC’s Auditors and its Management about the
McAfee and Pivotal Deals
32. From January 31 to March 14, 2014, CSC’s technical accounting team
and three outside accounting firms reviewed and verified the revenue attributable to
SMI’s stand-alone operations, including the sales to CBA of McAfee and Pivotal
software, to determine whether they met CSC’s requirements for revenue recognition
and the Purchase Agreement’s provisions for an earn-out payment to SMI.
33. As part of the verification process, Pulier signed a representation letter
dated January 30, 2014, in which he falsely attested that CSC  had not entered into
any contracts during the Measurement Period pursuant to “any side letters or
agreements (written or oral).”  In fact, Pulier knew that this representation was false
and omitted material information that he had offered to bribe Hunter and the Other
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CBA Executive to have CBA make software purchases in December 2013 and
January 2014 for the purpose of increasing SMI’s stand-alone revenue to meet the
revenue threshold for the earn-out payment under the Purchase Agreement.
34. CSC management, including its CFO, relied on Pulier’s representation
that all of the revenue generated by SMI’s stand-alone operations during the
Measurement Period was legitimately earned without any fraudulent inducements not
known to CSC management.
35. On April 30, 2014, Pulier signed a sub-certification for CSC’s Cloud
division for the fiscal year ended March 28, 2014, in which he falsely attested that
“[w] e are not aware of any side agreement with any companies that are inconsistent
with the applicable sales agreement. . .” and “(t)here has been no fraud involving . . .
management.”  In fact, Pulier knew that these statements were false and omitted
material information that Pulier had fraudulently offered bribes to Hunter and the
Other CBA Executive in connection with CBA’s software purchases in December
2013 and January 2014, for the purpose of increasing SMI’s stand-alone revenue to
meet the revenue threshold for the earn-out payment under the Purchase Agreement.
36. CSC management including its CFO, and CSC’s auditors, relied on
Pulier’s false statements in preparing and issuing CSC’s Form 10-K for the fiscal
year ended March 31, 2014.
5. Pulier Paid Off Hunter and the Other CBA Executive With Over
$2.5 Million From His Share of the Earn-out Payment
37. On March 14, 2014, pursuant to the terms of the Purchase Agreement for
an earn-out payment based on SMI’s stand-alone revenue during the Measurement
Period, CSC paid approximately $98,034,058 to SMI’s shareholders.
38. The approximately $98 million earn-out payment amounted to about
11% of CSC’s pre-tax income for the fiscal year ended March 31, 2014.  Pulier
received a total of approximately $30.6 million of the $98 million earn-out payment.
Pulier received over $25 million directly in his individual capacity as a major
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shareholder of SMI, and received $5.6 million through his wholly-owned company
TechAdvisors, LLC.
39. Pulier used a portion of his ill-gotten earn-out payment to pay bribes to
Hunter and the Other CBA Executive who had participated in his scheme.  In an
effort to evade detection, Pulier routed the payments to Hunter and the Other CBA
Executive through his non-profit organization. Between August 7, 2014 and
September 23, 2014, Pulier caused his non-profit organization to pay a total of USD
$630,000 to Hunter.
40. From at least July 26, 2014 to December 15, 2014, Pulier caused his
non-profit organization to pay a total of USD $1.9 million to the Other CBA
Executive who assisted the scheme.
41. At all relevant times, Pulier acted with scienter.  Pulier offered to bribe
Hunter and the Other CBA Executive to enter into contracts with SMI/CSC for his
personal pecuniary gain, for the sole purpose of falsely increasing SMI’s revenue to
meet the earn-out threshold in the Purchase Agreement.  Pulier knew, or was reckless
in not knowing, that his certifications to CSC were false, because he had offered to
bribe Hunter and the Other CBA Executive to push through the purchases during the
Measurement Period.
42. At a minimum, Pulier was negligent in failing to disclose to CSC his
scheme to inflate SMI’s stand-alone revenue by paying bribes to Hunter and the
Other CBA Executive in return for their actions in making the purchases from CSC
during the Measurement Period.
D. Hunter Falsified Documents to Cover up the Scheme to Defraud CSC
43. In the fall of 2014, CBA’s group security unit (“CBA Security”)
discovered anomalous wire transfers from Pulier’s non-profit organization to Hunter
and the Other CBA Executive.
44. CBA Security asked Hunter to provide an explanation for the payments.
In response, Hunter fabricated Statements of Work (“SOW”) describing management
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consulting work that he had purportedly provided Pulier’s non-profit organization,
and provided these to CBA Security.
45. CBA terminated Hunter and the Other CBA Executive on December 24,
2014.
46. The New South Wales Police arrested Hunter and the Other CBA
Executive on March 17, 2015 for receiving bribes.
47. CSC placed Pulier on administrative leave shortly after Hunter and the
Other CBA Executive were arrested.
48. Pulier resigned from CSC in April 2015.
49. Hunter initially pled not guilty to the Australian criminal charges.
Hunter provided the Australian authorities with the same fabricated SOWs he had
provided to CBA.
50. In late 2015, Hunter admitted his role in the scheme to defraud CSC.
Hunter admitted that the SOWs were false, and that he had created them in December
2014 on his home computer for the sole purpose of providing CBA Security with an
explanation for the payments from Pulier’s non-profit organization.
FIRST CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violations of Section 17(a) of the Securities Act
51. The SEC realleges and incorporates by reference paragraphs 1 through
50 above.
52. By engaging in the conduct described above, defendant Pulier engaged
in a scheme to defraud CSC by offering bribes to Hunter and the Other CBA
Executive to increase SMI’s stand-alone revenue during the Measurement Period
defined in the Purchase Agreement, and by making false representations to CSC
about the revenue and omitting material information about the bribes, for the purpose
of enriching himself at the expense of CSC.
53. Be engaging in the conduct described above, defendant Pulier obtained
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money by means of untrue statements of material fact concerning the lack of any side
agreements or fraud, and by omitting to state material facts about his scheme to bribe
CBA executives that were necessary to make his statements not misleading.
54. By engaging in the conduct described above, defendant Pulier engaged
in transactions, practices, and a course of business to deceive CSC concerning the
purchases from CBA and his role in procuring those purchases through bribes to
CBA executives.
55. At all relevant times, Pulier acted with scienter to enrich himself at the
expense of CSC and to conceal his illegal activities from CSC.  Pulier bribed Hunter
and the Other CBA Executive to enter into agreements to purchase software for the
purpose of enriching himself, and failed to disclose the side agreements to CSC.
56. In the alternative, Pulier was negligent for failing to disclose his
agreements with Hunter and the Other CBA Executive to CSC.
57. Defendant Pulier used means or instruments of transportation or
communications in interstate commerce and/or the mails, including telephones, email,
and wire transfers, to perpetrate his unlawful activities.
58. By reason of the foregoing, defendant Pulier violated, and unless
restrained and enjoined, will continue to violate Section 17(a) of the Securities Act
[15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
Fraud in Connection with the Purchase or Sale of Securities
Violations of Section 10(b) of the Exchange Act and
Rule 10b-5 Thereunder
59. The SEC realleges and incorporates by reference paragraphs 1 through
50 above.
60. By engaging in the conduct set forth above, defendant Pulier engaged in
a scheme to defraud CSC by offering bribes to Hunter and the Other CBA Executive
to increase SMI’s stand-alone revenue during the Measurement Period defined in the
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Purchase Agreement, and by making false representations to CSC about the revenue
and omitting material information about the bribes, for the purpose of enriching
himself at the expense of CSC.
61. Be engaging in the conduct described above, defendant Pulier obtained
money by means of untrue statements of material fact concerning the lack of any side
agreements or fraud, and by omitting to state material facts about his scheme to bribe
CBA executives that were necessary to make his statements not misleading.
62. By engaging in the conduct described above, defendant Pulier engaged
in transactions, practices, and a course of business to deceive CSC concerning the
purchases from CBA and his role in procuring those purchases through bribes to
CBA executives.
63. At all relevant times, Pulier acted with scienter to enrich himself at the
expense of CSC and to conceal his illegal activities from CSC.  Pulier bribed Hunter
and the Other CBA Executive to enter into agreements for the purpose of enriching
himself, and failed to disclose the side agreements to CSC.
64. Defendant Pulier used means or instruments of transportation or
communications in interstate commerce and/or the mails, including telephones, email,
and wire transfers, to perpetrate his unlawful activities.
65. By reason of the foregoing, defendant Pulier violated, and unless
restrained and enjoined, will continue to violate Section 10(b) of the Exchange Act
[15 U.S.C. § 78j] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
THIRD CLAIM FOR RELIEF
Lying to Auditors
Violations of Rule 13b2-2 of the Exchange Act
66. The SEC realleges and incorporates by reference paragraphs 1 through
50 above.
67. By engaging in the acts and conduct described above, Pulier lied to
CSC’s internal and external auditors in his management representation letters when
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he stated that there were no side agreements related to the revenue used to measure
the earn-out payment, and that he was not aware of any fraud.
68. By engaging in the acts and conduct described above defendant Pulier
directly or indirectly:  (1) made or caused to be made a materially false or misleading
statement to an accountant in connection with:  (i) any audit, review or examination
of the financial statements of the issuer required to be made under the federal
securities laws; or (ii) the preparation or filing of any document or report required to
be filed with the Commission; or (2) omitted to state, or caused another person to
omit to state, any material fact necessary in order to make statements made, in light
of the circumstances under which such statements were made, not misleading, to an
accountant in connection with:  (i) any audit, review or examination of the financial
statements of the issuer required to be made under the federal securities laws; or (ii)
the preparation or filing of any document or report required to be filed with the
Commission.
69. Defendant Pulier knew, or was reckless in not knowing, his statements to
CSC’s auditors were materially false and misleading.  Pulier further acted
unreasonably in his statements to CSC’s auditors.
70. By reason of the foregoing, defendant Pulier violated, and unless
restrained and enjoined, will continue to violate Rule 13b2-2 of the Exchange Act [17
C.F.R. § 240.13b2-2].
FOURTH CLAIM FOR RELIEF
Circumvention of Internal Controls and Falsifying Books and Records
Violations of Section 13(b)(5) of the Exchange Act
71. The SEC realleges and incorporates by reference paragraphs 1 through
50 above.
72. By engaging in the acts and conduct described above, by knowingly
providing false information to CSC’s auditors, defendant Pulier evaded CSC’s
internal accounting controls and knowingly provided false management
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representation letters to CSC and its accountants.
73. By reason of the foregoing, defendant Pulier violated Section 13(b)(5) of
the Exchange Act, which prohibits anyone from knowingly circumventing a system
of internal accounting controls, knowingly failing to implement a system of internal
accounting controls, or knowingly falsifying books, records, and accounts.
74. By reason of the foregoing, defendant Pulier violated, and unless
restrained and enjoined, will continue to violate Section 13(b)(5) of the Exchange Act
[15 U.S.C. § 78m(b)(5)]
FIFTH CLAIM FOR RELIEF
Record Keeping and Internal Control Violations
Violations of Rule 13b2-1 of the Exchange Act
75. The SEC realleges and incorporates by reference paragraphs 1 through
50 above.
76. By engaging in the conduct described above, by knowingly providing
false information to CSC’s auditors, defendant Pulier falsified and caused to be
falsified CSC’s required books, records, and accounts, in violation of Exchange Act
Rule 13b2-1.
77. By reason of the foregoing, defendant Pulier violated, and unless
restrained and enjoined, will continue to violate Rule 13b2-1of the Exchange Act [17
C.F.R. § 240.13b2-1].
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Permanently enjoin Pulier from directly or indirectly violating the applicable
provisions and rules of the federal securities laws as alleged and asserted above.
II.
Order Pulier to disgorge all ill-gotten gains from his illegal conduct, together
with prejudgment interest thereon.
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III.
Order Pulier to pay civil penalties pursuant to Section 20(d) of the Securities
Act [15 U.S.C. § 77t(d)] and Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)].
IV.
Pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section
21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], prohibit Pulier from serving as
an officer or director of any entity having a class of securities registered with the
Commission pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is
required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. §
78o(d)].
V.
Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered, or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.
VI.
Grant such other and further relief as this Court may determine to be just and
necessary.
Dated:  September 27, 2017
/s/ Catherine W. Brilliant
Catherine W. Brilliant
Ansu N. Banerjee
John B. Bulgozdy
Attorneys for Plaintiff
Securities and Exchange Commission
15

CM/ECF - California Central District Page 1 of 1
Complaints and Other Initiating Documents
2:17-cv-07124 Securities and Exchange Commission v. Pulier
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
Notice of Electronic Filing
The following transaction was entered by Brilliant, Catherine on 9/27/2017 at 11:07 AM PDT and filed
on 9/27/2017
Case Name: Securities and Exchange Commission v. Pulier
Case Number: 2:17-cv-07124
Filer: Securities and Exchange Commission
Document Number: 1
Docket Text:
COMPLAINT No Fee Required - US Government, filed by Plaintiff Securities and
Exchange Commission. (Attorney Catherine Wimberly Brilliant added to party Securities
and Exchange Commission(pty:pla))(Brilliant, Catherine)
2:17-cv-07124 Notice has been electronically mailed to:
Catherine Wimberly Brilliant  [email protected]
2:17-cv-07124 Notice has been delivered by First Class U. S. Mail or by other means BY THE
FILER to :
The following document(s) are associated with this transaction:
Document description:Main Document
Original filename:C:\Users\chaj\Desktop\Complaint Pulier.pdf
Electronic document Stamp:
[STAMP cacdStamp_ID=1020290914 [Date=9/27/2017] [FileNumber=24281777-0
] [9821c4858a64664a23840591ca90a1ce99cce6d4b09230e80f2742510879d28ee40
c87d496a296436d7edcd02ae2399cb7c6fb0e47ec4337bc92f3d2a08c790c]]
https://ecf.cacd.uscourts.gov/cgi-bin/Dispatch.pl?308738597041297 9/27/2017

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Case 2:17-cv-07124 Document 1 Filed 09/27/17 Page 1 of 15 Page ID #:1 

JOHN B. BULGOZDY (Cal. Bar No. 219897) 
Email: [email protected]
ANSU N. BANERJEE (DC Bar No. 440660)
Email: [email protected] 
CATHERINE W. BRILLIANT (Cal. Bar No. 229992) 
Email: [email protected] 

Attorneys for Plaintiff
Securities and Exchange Commission 
Michele Wein Layne, Regional Director
Alka N. Patel, Associate Regional Director 
Amy J. Longo, Regional Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

Western Division 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

ERIC PULIER, 

Defendant. 

Case No.: 2:17-cv-07124 

COMPLAINT 

Plaintiff Securities and Exchange Commission (“SEC”) alleges: 

JURISDICTION AND VENUE 

1. The Court has jurisdiction over this action pursuant to Sections 20(b), 

20(d)(1), 20(e), and 22 of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 

77t(b), 77t(d)(1), 77t(e) & 77v], and Sections 21(d), 21(e) and 27 of the Securities 

Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u(d), 78u(e) & 78aa]. 

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2. Venue is proper in this district pursuant to Section 22(a) of the Securities 

Act [15 U.S.C. § 77v(a)], and Section 27(a) of the Exchange Act [15 U.S.C. § 

78aa(a)] because certain of the transactions, acts, practices and courses of conduct 

constituting violations of the federal securities laws occurred within this district. 

3. Defendant, directly or indirectly, made use of the means or instruments 

of transportation or communication in interstate commerce, or of the mails, or of any 

facility of a national securities exchange in connection with the transactions, acts, 

practices, and courses of business alleged in the complaint. 

SUMMARY 

4. Eric Pulier defrauded Computer Sciences Corporation (“CSC”) out of 

over $98 million in connection with its November 2013 acquisition of ServiceMesh, 

Inc. (“SMI”), Pulier’s privately-owned cloud software startup.  Pulier’s fraudulent 

conduct included paying about $2.5 million in bribes to third parties to assist his 

scheme, making material misrepresentations to CSC and its auditors, and  

circumventing CSC’s internal accounting controls. 

5. Pulier was a major shareholder of SMI when it was sold to CSC in 2013.  

The sale included a $98 million “earn-out payment” that depended on SMI’s stand-

alone sales meeting a certain target for a period after the acquisition.  Pulier bribed 

two executives of the Commonwealth Bank of Australia (“CBA”) to enter into 

contracts with CSC in December 2013 and January 2014, which increased 

SMI/CSC’s revenues by over $10 million.  But for these two contracts, SMI would 

not have met the threshold for an approximately $98 million earn-out payment under 

the sales contract with CSC.  As a major shareholder of SMI, Pulier received over 

$30 million of the $98 million earn-out payment.   

6. At the time of the fraudulent conduct, Pulier was an Executive Vice 

President of CSC. In that position, Pulier falsely attested that CSC had not entered 

into any contracts with any side agreements and that there had not been any fraud in 

connection with an audit of SMI’s stand-alone sales for the purposes of the earn-out 

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payment. Pulier knew these representations were false because he had offered to pay 

bribes to two CBA executives to obtain the sales contracts that achieved the earn-out 

milestone.  On March 17, 2015, the New South Wales Police arrested the two CBA 

executives for their receipt of bribes.  CSC put Pulier on administrative leave shortly 

thereafter, and he resigned from CSC in April 2015.   

7. The SEC seeks permanent injunctive relief against Pulier for violations 

of the antifraud, accounting, and related provisions of the federal securities laws, 

disgorgement of his ill-gotten gains with prejudgment interest thereon, civil penalties, 

and an officer and director bar. 

DEFENDANT AND RELEVANT INDIVIDUAL AND ENTITIES 

8. Eric Pulier is a U.S. citizen who was the founder, president, and a major 

shareholder in SMI. After CSC acquired SMI, he served as an Executive Vice 

President of CSC from November 2013 until his resignation in April 2015. 

9. Keith Hunter is a U.S. citizen who was CBA’s Executive Vice 

President of IT Engineering from June 2011 until his termination on December 24, 

2014 for the conduct alleged in this Complaint.  Hunter admitted his role in the 

scheme to defraud CSC in a settled civil action against him filed in U.S. District 

Court in Los Angeles. Hunter also entered into a criminal plea agreement with the 

United States Attorney’s Office for the Central District of California. On December 

20, 2016, an Australian criminal court sentenced Hunter to three-and-a-half years in 

prison for his receipt of bribes from Pulier as alleged in this Complaint. 

10. SMI was a privately-owned cloud software company based in Santa 

Monica, California. SMI’s main product was the patented Agility Platform, a 

consolidated hybrid cloud system designed for large-scale businesses.  Pulier was the 

founder and president of SMI. On November 15, 2013, CSC acquired SMI and 

Pulier was named CSC’s Executive Vice President of Cloud Computing. 

11. CSC is a computer science and information technology company 

incorporated in Nevada and headquartered in Falls Church, Virginia.  CSC’s common 

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stock is registered with the SEC under Section 12(b) of the Exchange Act and trades 

on the New York Stock Exchange. 

12. CBA is a multinational bank headquartered in Sydney, Australia.  

CBA’s common stock trades on the Australian Stock Exchange. 

ALLEGATIONS 

A. Pulier’s Historical Relationship with the Two CBA Executives 

13. Pulier founded SMI in 2008. SMI’s main product was the Agility 

Platform (“Agility”), a subscription-based cloud software program that enables large 

financial, healthcare, and retail institutions to implement a cloud-based IT 

infrastructure. 

14. SMI entered into a Master Supply Agreement with CBA in early 2011, 

pursuant to which SMI agreed to provide CBA with Agility software, upgrades, 

services, and other cloud-related products on an ongoing basis. 

15. In June 2011, approximately four months after the Master Supply 

Agreement was signed, CBA hired Keith Hunter as its Executive Vice President of IT 

Engineering to manage the development and implementation of CBA’s new cloud 

computing strategy using SMI’s Agility Platform.  Pulier interviewed Hunter before 

he was hired to make sure Hunter would be a good fit for the implementation of the 

cloud strategy.   

16. After Hunter was hired by CBA, Pulier began working with him, holding 

weekly phone calls, and socializing with Hunter.  Pulier also interacted frequently 

with a second CBA executive (the “Other CBA Executive”) in connection with the 

implementation of CBA’s cloud computing strategy, as well as socially.    

B. CSC’s Acquisition of SMI Included an Earn-out Payment 

17. In 2013, CSC agreed to purchase all of SMI’s shares pursuant to an 

Equity Purchase Agreement (“Purchase Agreement”) dated October 29, 2013.  Under 

the terms of the Agreement, CSC agreed to make an initial cash payment of 

$163,261,172, plus a potential earn-out payment of up to $137,014,548 depending on 

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Case 2:17-cv-07124 Document 1 Filed 09/27/17 Page 5 of 15 Page ID #:5 

revenues earned by SMI’s stand-along operations for the period from January 1, 2013 

through January 31, 2014 (the “Measurement Period”).   

18. The earn-out payment was contingent on SMI’s operations meeting a 

revenue target during the Measurement Period.  Under the terms of the Purchase 

Agreement, CSC agreed to pay SMI shareholders approximately $10.15 for every 

dollar of revenue SMI generated on a stand-alone basis if it met an initial revenue 

threshold of $20 million during the Measurement Period.   

19. CSC’s acquisition of SMI closed on November 15, 2013.  Following the 

closing, SMI became a wholly-owned subsidiary of CSC, Pulier became CSC’s 

Executive Vice President of Cloud Computing, and most of SMI’s employees became 

CSC employees.   

20. When CSC’s acquisition of SMI closed, Pulier received approximately 

$26 million for his shares of SMI as well as a $13 million bonus payment and an 

additional $9 million cash payment.   

C. Pulier’s Scheme to Defraud CSC 

1. Pulier Orchestrated a Scheme to Defraud CSC in Connection with 

SMI’s Earn-out Payment 

21. In late 2013, Pulier offered to pay bribes to Hunter and the Other CBA 

Executive in return for their assistance in closing deals between CSC and CBA.  

Pulier knew, or was reckless in not knowing, that the purpose of the bribes was to 

encourage Hunter and the Other CBA Executive to enter into contracts with 

SMI/CSC to increase SMI’s stand-alone revenues during the Measurement Period, to 

enable Pulier to profit from the earn-out payment under the terms of the Purchase 

Agreement.     

2. CBA’s Purchase of McAfee Software from CSC 

22. In late 2013, at Pulier’s urging, Hunter and the Other CBA Executive 

began to lobby for CBA to purchase McAfee security software and services from 

CSC. While other companies had offered competitive bids to supply the software, 

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including McAfee itself, Hunter and the Other CBA Executive touted the benefits of 

the deal with CSC and squelched dissenting views of other CBA employees who 

expressed concerns about the purchase.     

23. On or about December 17, 2013, the Other CBA Executive wrote an 

email to CBA employees responsible for approving the deal, who had raised concerns 

about the deal, that “Keith [Hunter] and I want this sorted out ASAP – within the next 

48 hours.” 

24. In response to the efforts of Hunter and the Other CBA Executive, CBA 

approved the purchase of McAfee software from CSC on December 23, 2013.   

25. Between the date that CBA approved the purchase and the end of the 

Measurement Period on January 31, 2014, CBA’s purchase of McAfee software from 

CSC generated over $5 million of revenue that counted towards the earn-out payment 

under the Purchase Agreement between CSC and SMI.     

3. CBA’s Purchase of Pivotal Software from CSC 

26. Near the end of January 2014, SMI’s total revenues for the Measurement 

Period were still below the $20 million threshold for the earn-out payment under the 

terms of the Purchase Agreement between CSC and SMI.  Pulier knew that unless 

SMI’s stand-alone revenues increased above the threshold, he and the other SMI 

shareholders would receive nothing under the earn-out provision.   

27. Prior to January 25, 2014, employees of CBA had discussed with Pulier 

and others at SMI the possibility, at some point in the future, of purchasing Pivotal 

Cloud Foundry software and services designed to supplement the Agility platform.  

CBA had not made any decisions concerning a purchase as of that date.    

28. In order to increase SMI’s stand-alone revenue for the purposes of the 

earn-out payment, Pulier convinced Hunter to have CBA purchase the Pivotal 

software from CSC on January 25, 2014, six days before the end of the Measurement 

Period. 

29. Hunter only had authority to sign contracts binding CBA up to AUD $1 

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million.  Hunter structured CBA’s purchase of Pivotal software from CSC as nine 

separate contracts, with each contract below AUD $1 million.  By breaking the 

purchase into several smaller contracts, Hunter circumvented CBA’s internal policy 

that required contracts over AUD $7 million to be reviewed and approved by higher-

level executives.   

30. CBA’s January 2014 purchase of Pivotal software from CSC generated 

over USD $5.4 million USD of revenue for CSC, which counted toward the revenue 

target threshold for SMI to obtain its earn-out payment.   

31. These two purchases by CBA of McAfee and Pivotal software 

contributed over $10 million to SMI’s stand-alone revenue during the Measurement 

Period. But for these purchases by CBA, SMI would not have met the $20 million 

revenue threshold during the Measurement Period, and CSC would therefore not have 

been contractually bound to make any additional payment under the terms of the 

Purchase Agreement. But for these purchases by CBA, Pulier would not have 

received any additional payment from the sale of SMI to CSC under the earn-out 

provision of the Purchase Agreement.       

4. Pulier Lied to CSC’s Auditors and its Management about the 

McAfee and Pivotal Deals  

32. From January 31 to March 14, 2014, CSC’s technical accounting team 

and three outside accounting firms reviewed and verified the revenue attributable to 

SMI’s stand-alone operations, including the sales to CBA of McAfee and Pivotal 

software, to determine whether they met CSC’s requirements for revenue recognition 

and the Purchase Agreement’s provisions for an earn-out payment to SMI.     

33. As part of the verification process, Pulier signed a representation letter 

dated January 30, 2014, in which he falsely attested that CSC  had not entered into 

any contracts during the Measurement Period pursuant to “any side letters or 

agreements (written or oral).” In fact, Pulier knew that this representation was false 

and omitted material information that he had offered to bribe Hunter and the Other 

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CBA Executive to have CBA make software purchases in December 2013 and 

January 2014 for the purpose of increasing SMI’s stand-alone revenue to meet the 

revenue threshold for the earn-out payment under the Purchase Agreement.   

34. CSC management, including its CFO, relied on Pulier’s representation 

that all of the revenue generated by SMI’s stand-alone operations during the 

Measurement Period was legitimately earned without any fraudulent inducements not 

known to CSC management.      

35. On April 30, 2014, Pulier signed a sub-certification for CSC’s Cloud 

division for the fiscal year ended March 28, 2014, in which he falsely attested that 

“[w] e are not aware of any side agreement with any companies that are inconsistent 

with the applicable sales agreement. . .” and “(t)here has been no fraud involving . . . 

management.”  In fact, Pulier knew that these statements were false and omitted 

material information that Pulier had fraudulently offered bribes to Hunter and the 

Other CBA Executive in connection with CBA’s software purchases in December 

2013 and January 2014, for the purpose of increasing SMI’s stand-alone revenue to 

meet the revenue threshold for the earn-out payment under the Purchase Agreement.    

36. CSC management including its CFO, and CSC’s auditors, relied on 

Pulier’s false statements in preparing and issuing CSC’s Form 10-K for the fiscal 

year ended March 31, 2014. 

5. Pulier Paid Off Hunter and the Other CBA Executive With Over 

$2.5 Million From His Share of the Earn-out Payment   

37. On March 14, 2014, pursuant to the terms of the Purchase Agreement for 

an earn-out payment based on SMI’s stand-alone revenue during the Measurement 

Period, CSC paid approximately $98,034,058 to SMI’s shareholders. 

38. The approximately $98 million earn-out payment amounted to about 

11% of CSC’s pre-tax income for the fiscal year ended March 31, 2014.  Pulier 

received a total of approximately $30.6 million of the $98 million earn-out payment.  

Pulier received over $25 million directly in his individual capacity as a major 

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shareholder of SMI, and received $5.6 million through his wholly-owned company 

TechAdvisors, LLC. 

39. Pulier used a portion of his ill-gotten earn-out payment to pay bribes to 

Hunter and the Other CBA Executive who had participated in his scheme.  In an 

effort to evade detection, Pulier routed the payments to Hunter and the Other CBA 

Executive through his non-profit organization. Between August 7, 2014 and 

September 23, 2014, Pulier caused his non-profit organization to pay a total of USD 

$630,000 to Hunter.    

40. From at least July 26, 2014 to December 15, 2014, Pulier caused his 

non-profit organization to pay a total of USD $1.9 million to the Other CBA 

Executive who assisted the scheme.   

41. At all relevant times, Pulier acted with scienter.  Pulier offered to bribe 

Hunter and the Other CBA Executive to enter into contracts with SMI/CSC for his 

personal pecuniary gain, for the sole purpose of falsely increasing SMI’s revenue to 

meet the earn-out threshold in the Purchase Agreement.  Pulier knew, or was reckless 

in not knowing, that his certifications to CSC were false, because he had offered to 

bribe Hunter and the Other CBA Executive to push through the purchases during the 

Measurement Period. 

42. At a minimum, Pulier was negligent in failing to disclose to CSC his 

scheme to inflate SMI’s stand-alone revenue by paying bribes to Hunter and the 

Other CBA Executive in return for their actions in making the purchases from CSC 

during the Measurement Period. 

D. Hunter Falsified Documents to Cover up the Scheme to Defraud CSC 

43. In the fall of 2014, CBA’s group security unit (“CBA Security”) 

discovered anomalous wire transfers from Pulier’s non-profit organization to Hunter 

and the Other CBA Executive.   

44. CBA Security asked Hunter to provide an explanation for the payments.  

In response, Hunter fabricated Statements of Work (“SOW”) describing management 

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consulting work that he had purportedly provided Pulier’s non-profit organization, 

and provided these to CBA Security.   

45. CBA terminated Hunter and the Other CBA Executive on December 24, 

2014. 

46. The New South Wales Police arrested Hunter and the Other CBA 

Executive on March 17, 2015 for receiving bribes. 

47. CSC placed Pulier on administrative leave shortly after Hunter and the 

Other CBA Executive were arrested.   

48. Pulier resigned from CSC in April 2015. 

49. Hunter initially pled not guilty to the Australian criminal charges.  

Hunter provided the Australian authorities with the same fabricated SOWs he had 

provided to CBA. 

50. In late 2015, Hunter admitted his role in the scheme to defraud CSC.  

Hunter admitted that the SOWs were false, and that he had created them in December 

2014 on his home computer for the sole purpose of providing CBA Security with an 

explanation for the payments from Pulier’s non-profit organization.   

FIRST CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violations of Section 17(a) of the Securities Act 

51. The SEC realleges and incorporates by reference paragraphs 1 through   

50 above. 

52. By engaging in the conduct described above, defendant Pulier engaged 

in a scheme to defraud CSC by offering bribes to Hunter and the Other CBA 

Executive to increase SMI’s stand-alone revenue during the Measurement Period 

defined in the Purchase Agreement, and by making false representations to CSC 

about the revenue and omitting material information about the bribes, for the purpose 

of enriching himself at the expense of CSC. 

53. Be engaging in the conduct described above, defendant Pulier obtained 

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money by means of untrue statements of material fact concerning the lack of any side 

agreements or fraud, and by omitting to state material facts about his scheme to bribe 

CBA executives that were necessary to make his statements not misleading.   

54. By engaging in the conduct described above, defendant Pulier engaged 

in transactions, practices, and a course of business to deceive CSC concerning the 

purchases from CBA and his role in procuring those purchases through bribes to 

CBA executives. 

55. At all relevant times, Pulier acted with scienter to enrich himself at the 

expense of CSC and to conceal his illegal activities from CSC.  Pulier bribed Hunter 

and the Other CBA Executive to enter into agreements to purchase software for the 

purpose of enriching himself, and failed to disclose the side agreements to CSC.   

56. In the alternative, Pulier was negligent for failing to disclose his 

agreements with Hunter and the Other CBA Executive to CSC. 

57. Defendant Pulier used means or instruments of transportation or 

communications in interstate commerce and/or the mails, including telephones, email, 

and wire transfers, to perpetrate his unlawful activities. 

58. By reason of the foregoing, defendant Pulier violated, and unless 

restrained and enjoined, will continue to violate Section 17(a) of the Securities Act 

[15 U.S.C. § 77q(a)]. 

SECOND CLAIM FOR RELIEF 

Fraud in Connection with the Purchase or Sale of Securities 

Violations of Section 10(b) of the Exchange Act and 

Rule 10b-5 Thereunder 

59. The SEC realleges and incorporates by reference paragraphs 1 through 

50 above. 

60. By engaging in the conduct set forth above, defendant Pulier engaged in 

a scheme to defraud CSC by offering bribes to Hunter and the Other CBA Executive 

to increase SMI’s stand-alone revenue during the Measurement Period defined in the 

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Purchase Agreement, and by making false representations to CSC about the revenue 

and omitting material information about the bribes, for the purpose of enriching 

himself at the expense of CSC. 

61. Be engaging in the conduct described above, defendant Pulier obtained 

money by means of untrue statements of material fact concerning the lack of any side 

agreements or fraud, and by omitting to state material facts about his scheme to bribe 

CBA executives that were necessary to make his statements not misleading.   

62. By engaging in the conduct described above, defendant Pulier engaged 

in transactions, practices, and a course of business to deceive CSC concerning the 

purchases from CBA and his role in procuring those purchases through bribes to 

CBA executives. 

63. At all relevant times, Pulier acted with scienter to enrich himself at the 

expense of CSC and to conceal his illegal activities from CSC.  Pulier bribed Hunter 

and the Other CBA Executive to enter into agreements for the purpose of enriching 

himself, and failed to disclose the side agreements to CSC.   

64. Defendant Pulier used means or instruments of transportation or 

communications in interstate commerce and/or the mails, including telephones, email, 

and wire transfers, to perpetrate his unlawful activities. 

65. By reason of the foregoing, defendant Pulier violated, and unless 

restrained and enjoined, will continue to violate Section 10(b) of the Exchange Act 

[15 U.S.C. § 78j] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].  

THIRD CLAIM FOR RELIEF 

Lying to Auditors 

Violations of Rule 13b2-2 of the Exchange Act 

66. The SEC realleges and incorporates by reference paragraphs 1 through 

50 above. 

67. By engaging in the acts and conduct described above, Pulier lied to 

CSC’s internal and external auditors in his management representation letters when 

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Case 2:17-cv-07124 Document 1 Filed 09/27/17 Page 13 of 15 Page ID #:13 

he stated that there were no side agreements related to the revenue used to measure 

the earn-out payment, and that he was not aware of any fraud.   

68. By engaging in the acts and conduct described above defendant Pulier 

directly or indirectly:  (1) made or caused to be made a materially false or misleading 

statement to an accountant in connection with:  (i) any audit, review or examination 

of the financial statements of the issuer required to be made under the federal 

securities laws; or (ii) the preparation or filing of any document or report required to 

be filed with the Commission; or (2) omitted to state, or caused another person to 

omit to state, any material fact necessary in order to make statements made, in light 

of the circumstances under which such statements were made, not misleading, to an 

accountant in connection with: (i) any audit, review or examination of the financial 

statements of the issuer required to be made under the federal securities laws; or (ii) 

the preparation or filing of any document or report required to be filed with the 

Commission. 

69. Defendant Pulier knew, or was reckless in not knowing, his statements to 

CSC’s auditors were materially false and misleading.  Pulier further acted 

unreasonably in his statements to CSC’s auditors. 

70. By reason of the foregoing, defendant Pulier violated, and unless 

restrained and enjoined, will continue to violate Rule 13b2-2 of the Exchange Act [17 

C.F.R. § 240.13b2-2]. 

FOURTH CLAIM FOR RELIEF 

Circumvention of Internal Controls and Falsifying Books and Records 

Violations of Section 13(b)(5) of the Exchange Act 

71. The SEC realleges and incorporates by reference paragraphs 1 through 

50 above. 

72. By engaging in the acts and conduct described above, by knowingly 

providing false information to CSC’s auditors, defendant Pulier evaded CSC’s 

internal accounting controls and knowingly provided false management 

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Case 2:17-cv-07124 Document 1 Filed 09/27/17 Page 14 of 15 Page ID #:14 

representation letters to CSC and its accountants. 

73. By reason of the foregoing, defendant Pulier violated Section 13(b)(5) of 

the Exchange Act, which prohibits anyone from knowingly circumventing a system 

of internal accounting controls, knowingly failing to implement a system of internal 

accounting controls, or knowingly falsifying books, records, and accounts. 

74. By reason of the foregoing, defendant Pulier violated, and unless 

restrained and enjoined, will continue to violate Section 13(b)(5) of the Exchange Act 

[15 U.S.C. § 78m(b)(5)] 

FIFTH CLAIM FOR RELIEF 

Record Keeping and Internal Control Violations 

Violations of Rule 13b2-1 of the Exchange Act 

75. The SEC realleges and incorporates by reference paragraphs 1 through 

50 above. 

76. By engaging in the conduct described above, by knowingly providing 

false information to CSC’s auditors, defendant Pulier falsified and caused to be 

falsified CSC’s required books, records, and accounts, in violation of Exchange Act 

Rule 13b2-1. 

77. By reason of the foregoing, defendant Pulier violated, and unless 

restrained and enjoined, will continue to violate Rule 13b2-1of the Exchange Act [17 

C.F.R. § 240.13b2-1]. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Permanently enjoin Pulier from directly or indirectly violating the applicable 

provisions and rules of the federal securities laws as alleged and asserted above. 

II. 

Order Pulier to disgorge all ill-gotten gains from his illegal conduct, together 

with prejudgment interest thereon. 

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III. 

Order Pulier to pay civil penalties pursuant to Section 20(d) of the Securities 

Act [15 U.S.C. § 77t(d)] and Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)]. 

IV. 

Pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], prohibit Pulier from serving as 

an officer or director of any entity having a class of securities registered with the 

Commission pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is 

required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 

78o(d)]. 

V. 

Retain jurisdiction of this action in accordance with the principles of equity and 

the Federal Rules of Civil Procedure in order to implement and carry out the terms of 

all orders and decrees that may be entered, or to entertain any suitable application or 

motion for additional relief within the jurisdiction of this Court.  

VI. 

Grant such other and further relief as this Court may determine to be just and 

necessary.  

Dated: September 27, 2017 

/s/ Catherine W. Brilliant 
Catherine W. Brilliant 
Ansu N. Banerjee 
John B. Bulgozdy 
Attorneys for Plaintiff 
Securities and Exchange Commission 

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CM/ECF - California Central District Page 1 of 1 

Complaints and Other Initiating Documents 
2:17-cv-07124 Securities and Exchange Commission v. Pulier 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

Notice of Electronic Filing 

The following transaction was entered by Brilliant, Catherine on 9/27/2017 at 11:07 AM PDT and filed 
on 9/27/2017 
Case Name: Securities and Exchange Commission v. Pulier 
Case Number: 2:17-cv-07124 
Filer: Securities and Exchange Commission 
Document Number: 1 

Docket Text: 
COMPLAINT No Fee Required - US Government, filed by Plaintiff Securities and
Exchange Commission. (Attorney Catherine Wimberly Brilliant added to party Securities 
and Exchange Commission(pty:pla))(Brilliant, Catherine) 

2:17-cv-07124 Notice has been electronically mailed to: 

Catherine Wimberly Brilliant  [email protected] 

2:17-cv-07124 Notice has been delivered by First Class U. S. Mail or by other means BY THE 
FILER to : 

The following document(s) are associated with this transaction: 

Document description:Main Document 
Original filename:C:\Users\chaj\Desktop\Complaint Pulier.pdf 
Electronic document Stamp: 
[STAMP cacdStamp_ID=1020290914 [Date=9/27/2017] [FileNumber=24281777-0 
] [9821c4858a64664a23840591ca90a1ce99cce6d4b09230e80f2742510879d28ee40 
c87d496a296436d7edcd02ae2399cb7c6fb0e47ec4337bc92f3d2a08c790c]] 

https://ecf.cacd.uscourts.gov/cgi-bin/Dispatch.pl?308738597041297 9/27/2017 

https://ecf.cacd.uscourts.gov/cgi-bin/Dispatch.pl?308738597041297
mailto:[email protected]