Maxwell Technologies, Inc. ("Maxwell") was a manufacturer of energy storage and power delivery products and was incorporated in Delaware, headquartered in San Diego, California, and had manufacturing capabilities in the United States, Switzerland, and China. Maxwell's shares were registered with the SEC and were traded on the NASDAQ under the symbol "MXWL."
Maxwell Technologies S.A. ("Maxwell S.A."), previously known as Montena Components Ltd., was a wholly owned subsidiary of Maxwell that manufactured and sold high-voltage capacitors in several countries, including China. Maxwell S.A. was incorporated and headquartered in Switzerland. Maxwell S.A.'s financial results were consolidated with Maxwell's, and although separately incorporated, the company shared employees, officers, and personnel with Maxwell.
From at least July 2002 through about May 2009, Maxwell and its subsidiaries, including Maxwell S.A., paid approximately $2,789,131 to a Chinese agent to be distributed to officials with various Chinese state-owned manufacturers of electric-utility infrastructure in return for securing contracts that profited Maxwell.
On January 31, 2011, the DOJ filed a two count Information in the Southern District of California against Maxwell alleging (1) violations of the anti-bribery provisions of the FCPA and (2) knowing violations of the books & records provisions of the FCPA. On the same date, Maxwell entered into a Deferred Prosecution Agreement with the DOJ with a term of three years and seven days. Under the terms of the DPA, Maxwell admitted and acknowledged responsibility for the conduct alleged in the Information and agreed to pay a monetary fine of $8,000,000, to continue to cooperate with the DOJ and the SEC, and to report on an annual basis to the DOJ its efforts to enhance its anti-corruption compliance programs.
In a related action, Maxwell entered into a Consent Agreement with the SEC. Under the terms of that agreement and without admitting or denying the allegations made in the Complaint filed on January 31, 2011, Maxwell agreed to be permanently enjoined from violating the FCPA and Section 13(a) of the Securities Exchange Act, to pay disgorgement in the amount of $5,654,576, plus prejudgment interest of $696,314, for a total of $6,350,890, and to file reports with the SEC for a period of two years on the progress of its enhanced anti-corruption policies and procedures.
