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U.S. Securities and Exchange Commission

SEC News Digest

Issue 2008-200
October 15, 2008

COMMISSION ANNOUNCEMENTS

SEC, FINRA Announce Second Annual CCOutreach BD National Seminar

The Commission and the Financial Industry Regulatory Authority (FINRA) today announced that the second annual CCOutreach BD National Seminar will be held on March 10, 2009, in Washington, D.C. The seminar helps provide a forum for discussion on effective compliance practices and timely compliance issues in ever-changing markets.

Similar to the SEC's CCOutreach National Seminar for chief compliance officers (CCOs) of investment advisers and investment companies, which will be held on Nov. 13, 2008, the CCOutreach BD National Seminar will help broker-dealer CCOs effectively communicate compliance risks, maintain compliance controls, and foster robust compliance programs within their firms, all for the benefit of investors.

SEC Chairman Christopher Cox said, "The CCOutreach BD program has proven invaluable in helping the SEC understand the needs and concerns of compliance officers. This National Seminar is an outstanding opportunity for broker-dealer CCOs and their regulators to discuss how to strengthen compliance with the securities laws. This two-way communication is focused directly on real-world problems. And it's built on the shared conviction that empowering CCOs to implement strong compliance programs within their firms will prevent securities laws violations and better serve investors."

FINRA CEO Mary L. Schapiro said, "FINRA is pleased to be partnering with the SEC to provide this unique opportunity for broker-dealer compliance chiefs to discuss priority topics directly with regulators. Given the current turmoil and uncertainty about financial markets and institutions, face-to-face meetings of this kind are more valuable than ever."

The SEC's Office of Compliance Inspections and Examinations (OCIE), in coordination with the SEC's Division of Trading and Markets, sponsor the CCOutreach BD program together with FINRA. The National Seminar will be held at the SEC's Washington, D.C., headquarters. Five CCOutreach BD regional seminars will be held in spring 2009, with dates and locations to be announced at the National Seminar.

Panelists at the CCOutreach BD National Seminar will include SEC and FINRA staff and CCOs from broker-dealer firms, and will feature relevant topics for broker-dealer CCOs (or senior compliance staff if CCOs cannot attend). The SEC and FINRA staff are requesting input from CCOs on topics to discuss in order to make the National Seminar a practical and informative experience. A list of potential topics is available for CCOs to make selections by Nov. 10, 2008.

There is no cost to attend the National Seminar, but attendance is limited to 500 with priority given to broker-dealer CCOs on a first-come, first-serve basis. Additional details about the CCOutreach BD program and the National Seminar are available on the SEC Web site and the FINRA Web site. (Press Rel. 2008-250)


ENFORCEMENT PROCEEDINGS

In the Matter of Aqua Vie Beverage Corp.

An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations by Default as to Six Respondents (Default Order) in Aqua Vie Beverage Corp., Administrative Proceeding No. 3-13142. The Order Instituting Proceedings alleged that seven Respondents each failed repeatedly to file required annual and quarterly reports while their securities were registered with the Securities and Exchange Commission.

The Default Order finds these allegations to be true as to six Respondents. It revokes the registrations of each class of registered securities of Asia Biotechnology Group, Inc., Caravan Acquisition Corp., Century Investments International, Inc., Diversified Holdings International, Inc., Milinx Business Group, Inc., and MSC Group, Inc., pursuant to Section 12(j) of the Securities Exchange Act of 1934.

The proceeding remains pending as to the seventh Respondent, Aqua Vie Beverage Corp. (Rel. 34-58780; File No. 3-13142)


Commission Revokes Registration of Securities of Webservices Innovations, Ltd. for Failure to Make Required Periodic Filings

On October 15, the Commission revoked the registration of each class of registered securities of Webservices Innovations, Ltd. for failure to make required periodic filings with the Commission.

Without admitting or denying the findings in the Order, except as to jurisdiction, which it admitted, Webservices Innovations consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Webservices Innovations finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of Webservice Innovation Ltd.'s securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against Webservices Innovations, Ltd. In the Matter of Webservices Innovations, Ltd., et al., Administrative Proceeding File No. 3-13196.

Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:

No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked . . . .

For further information see Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934, In the Matter of Webservices Innovations, Ltd., et al., Administrative Proceeding File No. 3-13196, Exchange Act Release No. 58545 Sept. 15, 2008. (Rel. 34-58781; File No. 3-13196)


Delinquent Filers' Stock Registrations Revoked

The registrations of the securities of Respondents Ecomed Corp., Edgar Garside Co., Inc., Edulink, Inc. (n/k/a Learning Priority, Inc.), E.J. Nak Mattress Co., eKnowledge Group, Inc., Electropharmacology, Inc., E.L. Hunter, Inc., and Elligent Consulting Group, Inc. (n/k/a e-Vantage Solutions, Inc.), have been revoked. Each had repeatedly failed to file required annual and quarterly reports with the Securities and Exchange Commission. Thus, each violated a crucial provision of the federal securities laws that requires public corporations to publicly disclose current, accurate financial information so that investors may make informed decisions. The revocations were ordered in an administrative proceeding before an administrative law judge. (Rel. 34-58782; File No. 3-13202)


Delinquent Filers' Stock Registrations Revoked

The registrations of the stock of Quality Dino Entertainment, Ltd., Quantech, Ltd., Quest BioTechnology, Inc., and Questec.com, Inc. (n/k/a Questec, Inc.), have been revoked. Each had repeatedly failed to file required annual and quarterly reports with the Securities and Exchange Commission. Thus, each violated a crucial provision of the federal securities laws that requires public corporations to publicly disclose current, accurate financial information so that investors may make informed decisions. The revocations were ordered in an administrative proceeding before an administrative law judge. (Rel. 34-58783; File No. 3-13219)


In the Matter of Bay Area Holdings, Inc.

An Administrative Law Judge has issued an Order Making Findings and Revoking the Registration of Securities of Bay Area Holdings, Inc., Be, Inc., Bear Aerospace, Inc., and Bermuda Acquisitions, Inc., by Default, in Bay Area Holdings, Inc., Admin. Proc. No. 3-13182 (Default Order). The Default Order finds that each of the named Respondents failed to file required periodic reports with the Commission. Because of these reporting failures, each named Respondent failed to comply with Section 13(a) of the Securities Exchange Act and Rules 13a-1 and 13a-13 thereunder. The Default Order finds it necessary and appropriate for the protection of investors to revoke the registration of each class of each Respondent's registered securities. (Rel. 34-58784; File No. 3-13182)


Federal Judge Permanently Enjoins Jim W. Dixon and Lance D. McKee From Future Insider Trading Violations

The Commission announced that the Honorable James B. Moran, United States District Judge for the Northern District of Illinois, entered Final Judgments as to defendants Jim W. Dixon (Dixon) and Lance D. McKee (McKee) on Oct. 9, 2008. Dixon and McKee were enjoined from future violations of Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder.

The Court ordered disgorgement and prejudgment interest against Dixon in the respective amounts of $116,324.84 and $22,074.03. The Court also imposed a civil penalty against Dixon in the amount of $50,000. The Court ordered Dixon to satisfy payment of these amounts within ten business days after entry of the Final Judgment. Further, the Court ordered disgorgement, prejudgment interest and post judgment interest against McKee in the respective amounts of $7,157.60, $1,383.17, and $73.41. The Court also imposed a civil penalty and post judgment interest against McKee in the respective amounts of $7,157 and $73.41 and ordered McKee to satisfy payment of these amounts in accordance with a payment schedule. Dixon and McKee each consented to the entry his respective judgment without admitting or denying the allegations of the Commission's complaint.

The Commission's complaint, filed on Sept. 16, 2008, alleged fraud by Dixon, McKee and others in connection with insider trading in the securities of Georgia-Pacific Corporation. The complaint alleged that James D. Zeglis (Zeglis) misappropriated material nonpublic information from his brother, a member of Georgia-Pacific's board of directors, and further alleged that on Nov. 10, 2005, three days before a public announcement that Georgia-Pacific had agreed to be acquired by Koch Industries, Inc., Zeglis tipped Dixon and Gautam Gupta (Gupta), both of whom purchased Georgia-Pacific securities. Gupta, in turn, tipped McKee, who also purchased Georgia-Pacific securities. Further, the complaint alleged that on Sunday, Nov. 13, 2005, Koch Industries, Inc. (Koch) publicly announced a definitive agreement for a Koch subsidiary to make a cash tender offer for all shares of Georgia-Pacific. The following day, Georgia-Pacific's stock price increased 36% in response to the announcement. McKee then sold his Georgia-Pacific securities, realizing a profit of $7,157.60. Dixon also realized a profit of $116,000 from the sale of Georgia-Pacific options. Thereafter, over the course of several months, Dixon paid Zeglis kickbacks from his ill-gotten gains of approximately $25,000. [SEC v. James D. Zeglis, Gautam Gupta, Jim W. Dixon and Lance D. McKee, Civil Action File No. 08-cv-5259, ND Ill.] (LR-20779)


INVESTMENT COMPANY ACT RELEASES

Triangle Capital Corporation, et al.

An order has been issued under Sections 6(c), 12(d)(1)(J), and 57(c) of the Investment Company Act granting exemptions from Sections 12(d)(1)(A) and (C), 18(a), 21(b), 57(a)(1) - (a)(3), and 61(a) of the Act; under Section 57(i) of the Act and Rule 17d-1 under the Act to permit certain joint transactions otherwise prohibited by Section 57(a)(4) of the Act; and under Section 12(h) of the Securities Exchange Act of 1934 (Exchange Act) granting an exemption from Section 13(a) of the Exchange Act. The order permits Triangle Capital Corporation (Triangle) and its wholly-owned small business investment company (SBIC) subsidiary to (1) engage in certain transactions that otherwise would be permitted if Triangle and its SBIC subsidiary were one company, (2) adhere to a modified asset coverage requirement, and (3) file certain reports on a consolidated basis. (Rel. IC-28437 - October 14)


SELF-REGULATORY ORGANIZATIONS

Immediate Effectiveness of Proposed Rule Changes

NYSE Arca filed a proposed rule change (SR-NYSEArca-2008-102), which became effective upon filing, under Section 19(b)(1) of the Exchange Act to amend NYSE Arca rules governing doing business with the public. Publication is expected in the Federal Register during the week of October 13. (Rel. 34-58748)

A proposed rule change filed by the New York Stock Exchange to amend NYSE Rule 123B.30 (Exchange Automated Order Routing System) to align the rule governing sponsored access to the Exchange with the current industry standard (SR-NYSE-2008-100) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of October 13. (Rel. 34-58758)

A proposed rule change (SR-CBOE-2008-106) filed by the Chicago Board Options Exchange to increase the class quoting limit in one option class has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected to be made in the Federal Register during the week of October 13. (Rel. 34-58763)

A proposed rule change filed by NYSE Arca amending its Schedule of Fees and Charges for Exchange Services that apply to the Primary Only Plus Order (SR-NYSEArca-2008-103) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of October 13. (Rel. 34-58770)

A proposed rule change filed by the Chicago Board Options Exchange (SR-CBOE-2008-101) to delete Chapter XXX and references to Chapter XXX throughout the CBOE Rulebook has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected to be made in the Federal Register during the week of October 13. (Rel. 34-58771)


Notice and Order Approving and Declaring Effective an Amendment to the Plan for the Allocation Of Regulatory Responsibilities

The American Stock Exchange, Boston Stock Exchange, Chicago Board Options Exchange, International Securities Exchange, Financial Industry Regulatory Authority, the NASDAQ Stock Market, NYSE Arca, and NASDAQ OMX PHLX filed a proposed amendment to the plan for the allocation of regulatory responsibilities pursuant to Rule 17d-2 under the Securities Exchange Act of 1934 relating to options market surveillance (File No. 4-551) and the Commission has approved and declared effective the amended plan pursuant to Rule 17d-2 under the Securities Exchange Act of 1934. Publication is expected to be made in the Federal Register during the week of October 13. (Rel. 34-58765)


SECURITIES ACT REGISTRATIONS


RECENT 8K FILINGS

 

http://www.sec.gov/news/digest/2008/dig101508.htm


Modified: 10/15/2008