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 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 over $2.5 million 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. In all, these improper payments generated nearly $15.4 million in sales contracts, from which Maxwell realized profits of over $5.6 million.
On January 31, 2011, the SEC filed a four count Complaint in the District of Columbia against Maxwell alleging (1) violations of the anti-bribery provisions of the FCPA, (2) failure to file accurate reports under the securities laws, (3) violations of the books & records provisions of the FCPA, and (4) violations of the internal controls provisions of the FCPA. On February 8, 2011, Maxwell entered into a Consent Agreement with the SEC, which was incorporated into a final judgment by the court on the same date. Under the terms of the Agreement and without admitting or denying the allegations in the Complaint, Maxwell agreed to be permantly 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.
In a related action, Maxwell entered into a Deferred Prosecution Agreement with the DOJ. Under the terms of that agreement, Maxwell admitted and acknowledged responsibility for the conduct alleged in the Information filed on January 31, 2011 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.
