 |
Home | Previous Page | |
|
||
 |
|
|
|
||
 |
|
|
|
|
|||||||||||||||
|
|
|||||||||||||||
|
|
COMMISSION ANNOUNCEMENTSSEC Chairman Cox Statement on MOU With Federal Reserve, CFTC to Address Credit Default SwapsSecurities and Exchange Commission Chairman Christopher Cox today executed, on behalf of the SEC, a Memorandum of Understanding with the Federal Reserve Board and the Commodity Futures Trading Commission dealing with central counterparties for over-the-counter credit default swaps. "The virtually-unregulated over-the-counter market in credit default swaps has played a significant role in the credit crisis, including the now $167 billion taxpayer rescue of AIG," said Chairman Cox. "Bringing transparency to this market is vitally important. The SEC has regulatory and supervisory authorities over the clearing agencies that may be established for credit default swaps, and we will use those authorities to strengthen the market infrastructure and to protect investors." In addition to the work the SEC has undertaken to improve the oversight and infrastructure for the over-the-counter credit default swaps market, including the execution of today's MOU, Chairman Cox has repeatedly urged the Congress to enact legislation that would bring disclosure and transparency to the CDS market. (Press Rel. 2008-269) SEC Announces Panelists, Agenda for Small Business ForumThe Securities and Exchange Commission today announced the agenda and expected panelists for its November 20 forum on small business capital formation. The SEC forum will begin at 9 a.m., ET, at its Washington D. C. headquarters, with remarks by SEC Chairman Christopher Cox. The forum will focus on the impact of recent capital market events on small business capital formation in the United States. Topics for discussion will include the current credit crisis, regulatory initiatives to facilitate small business capital formation, and intermediaries assisting small businesses with raising capital and M&A activities. Pre-registered members of the public may attend the forum without charge. Online registration is available at the SEC forum Web page. The forum also will be webcast from the SEC's Web site.
U.S. Securities and Exchange Commission Agenda & Panelists 9 a.m. Moderators:
Panelists:
11 a.m. Moderators:
Panelists:
Roundtable Panel on Private Placement and M&A Brokers Moderators:
Panelists:
(Press Rel. 2008-270) SEC Announces November 21 Roundtable on Mark-to-Market AccountingThe Securities and Exchange Commission announced today that on Nov. 21, 2008, at 9:30 a.m., ET, it will host the second of two roundtables on "mark-to-market" accounting and current market conditions. This roundtable, along with the previous roundtable hosted on Oct. 29, 2008, will provide input to the SEC as part of a Congressionally mandated study pursuant to the Emergency Economic Stabilization Act of 2008. This roundtable will consist of a single panel, which will focus on potential improvements to the current accounting model and implications of possible changes. The panel will include investors, accountants, regulators, business leaders, and other interested parties. Additionally, representatives from the U.S Department of Treasury, Federal Reserve Board, Financial Accounting Standards Board (FASB), International Accounting Standards Board (IASB), and Public Company Accounting Oversight Board (PCAOB) will be present as observers. The roundtable will be held in the auditorium at the SEC's headquarters at 100 F Street, NE, in Washington, D.C. A final agenda including a list of participants and moderators will be announced at a future date. The roundtable will be open to the public with seating on a first-come, first-served basis. The roundtable also will be webcast on the SEC Web site. (Press Rel. 2008-271) Commission MeetingsClosed Meeting - Thursday, November 20, 2008 - 2:00 p.m.The subject matter of the closed meeting scheduled for Thursday, November 20, will be: formal orders of investigation; institution and settlement of injunctive actions; institution and settlement of administrative proceedings of an enforcement nature; an adjudicatory matter; consideration of amicus participation; regulatory matters regarding financial institutions; and other matters relating to enforcement proceedings. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 551-5400. RULES AND RELATED MATTERSRe-Delegation of Functions Originally Performed by the Office of Filings and Information ServicesThe Commission approved amendments to Rules 30-18 and 30-7 of its Rules of Organization and Program Management to re-delegate to the Director of the Office of Compliance Inspections and Examinations and the Secretary of the Commission functions that had been delegated to the Associate Director of the Office of Filings and Information Services. Publication is expected in the Federal Register during the week of November 17. (Rel. 34-58938) ENFORCEMENT PROCEEDINGSDelinquent Filer's Stock Registration RevokedThe registration of the securities of Waterfalls Corp. has been revoked. Waterfalls Corp., n/k/a Equity Capital Funding Corp., failed to file required annual and quarterly reports with the Securities and Exchange Commission for more than seven years. Thus, it 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 revocation was ordered in an administrative proceeding before an administrative law judge. (Initial Decision No. 361; File No. 3-13153) Commission Revokes Registration of Securities of Cozumel Corp. for Failure to Make Required Periodic FilingsOn November 14, the Commission revoked the registration of each class of registered securities of Cozumel Corp. (Cozumel) 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, Cozumel 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 Cozumel Corp. 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 Cozumel's securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against Cozumel Corp. In the Matter of California Service Stations, Inc., et al., Administrative Proceeding File No. 3-13184. 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 California Service Stations, Inc., et al., Administrative Proceeding File No. 3-13184, Exchange Act Release No. 58525 Sept. 11, 2008. (Rel. 34-58946; File No. 3-13184) Commission Revokes Registration of Securities of Rudy Nutrition for Failure to Make Required Periodic FilingsOn November 14, the Commission revoked the registration of each class of registered securities of Rudy Nutrition (RUNU and RUDN) 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, Rudy Nutrition 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 Rudy Nutrition 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 Rudy Nutrition's securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against Rudy Nutrition In the Matter of American Environmental Corp. (n/k/a TrackBets International, Inc.), et al., Administrative Proceeding File No. 3-13185. 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 American Environmental Corp. (n/k/a TrackBets International, Inc.), et al., Administrative Proceeding File No. 3-13185, Exchange Act Release No. 58525 September 12, 2008. (Rel. 34-58947; File No. 3-13185) Commission, on Remand, Sustains Bar Against Howard Brett BergerThe Commission has sustained the bar imposed by NASD against Howard Brett Berger, an individual who applied for registration with an NASD member firm. This case was before the Commission on remand, by the Commission's own motion, from the Second Circuit Court of Appeals. Previously, on May 4, 2007, the Commission issued an opinion and order sustaining NASD's findings that Berger failed to appear and provide information at two on-the-record interviews in violation of NASD rules. The Commission found the sanction imposed by NASD - barring Berger from associating with any NASD member in any capacity - neither excessive nor oppressive. Berger subsequently appealed the Commission's determination to the Second Circuit. On August 29, 2007, the Commission moved the Second Circuit to remand the matter to the Commission for the sole purpose of reconsidering the sanction portion of the Commission's opinion. On remand, the Commission sustained the bar against Berger, finding that the bar did not impose any burden on competition and was neither excessive nor oppressive because the bar served a remedial rather than a punitive purpose, and Berger did not identify any factors that mitigated his violations. (Rel. 34-58950; File No. 3-12393r) Commission Sustains NASD's Findings of Fraud Against Alvin W. Gebhart, Jr. and Donna T. GebhartThe Commission has sustained NASD's findings that Alvin W. Gebhart, Jr., and Donna T. Gebhart engaged in fraud in connection with the offer and sale of over $2 million in promissory notes issued by MHP Conversions, LLC. The proceeding was before the Commission on remand from the U.S. Court of Appeals for the Ninth Circuit, which affirmed the Commission's earlier finding that the Gebharts' sales of the notes constituted private securities transactions in violation of NASD Conduct Rule 3040, but reversed the Commission's finding that the Gebharts had engaged in fraud. The Court remanded the matter "for further findings on the factually intensive question of whether the Gebharts acted with the requisite scienter" to support the finding of fraud. In its opinion, the Commission found that "the Gebharts made misrepresentations and omitted to state facts necessary to make other statements not misleading" in connection with their sale of promissory notes. Further, the Commission "remain[ed] convinced that the Gebharts' conduct satisfies [the] definition of recklessness" as articulated in the Ninth Circuit's opinion, and noted that the Gebharts, "who ignored obvious risks, failed to make obviously necessary inquiries, and were aware that their recommendations were based primarily on [a salesman's] statements and a failure of other parties, particularly their firm, to alert them to problems - acted recklessly and therefore with scienter." The Commission concluded that the Gebharts' "conduct was an extreme departure from the standard of care that presented a danger of misleading buyers of which the Gebharts must have been aware." (Rel. 34-58951; File No. 3-11953r) In the Matter of EA Industries, Inc.An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations by Default as to Two Respondents (Default Order) in EA Industries, Inc., Administrative Proceeding No. 3-13203. The Order Instituting Proceedings alleged that EA Industries, Inc., Ebiz Enterprises, Inc., and Einstein Noah Bagel Corp. (n/k/a ENBC Corp.) 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 the allegations to be true as to two Respondents. It revokes the registrations of each class of registered securities of EA Industries, Inc., and Einstein Noah Bagel Corp. (n/k/a ENBC Corp.) pursuant to Section 12(j) of the Securities Exchange Act of 1934. This proceeding will continue with respect to Ebiz Enterprises, Inc. (Rel. 34-58952; File No. 3-13203) Final Judgment Entered Against Former CFO of Massachusetts CompanyThe Securities and Exchange Commission announced today that on November 13, the U.S. District Court for the District of Massachusetts entered judgment against Walter T. Hilger, former Chief Financial Officer of Applix, Inc., a Westborough, Massachusetts software company. The court found Hilger liable for violating section 17(a)(3) of the Securities Act of 1933, which prohibits fraudulent practices, and for falsifying Applix's books and records in violation of Rule 13b2-1 promulgated under the Securities Exchange Act of 1934. The court adjudged Hilger and his co-defendant Alan C. Goldsworthy, Applix's former Chief Executive Officer, not liable on the other claims asserted against them by the Commission. The court's judgment was based in part on the findings made by a jury after a four-week trial before Magistrate Judge Judith G. Dein which ended on February 15, 2008. For his violations, Hilger was ordered to pay a civil money penalty of $5000. An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations by Default as to Two Respondents (Default Order) in EA Industries, Inc., Administrative Proceeding No. 3-13203. The Order Instituting Proceedings alleged that EA Industries, Inc., Ebiz Enterprises, Inc., and Einstein Noah Bagel Corp. (n/k/a ENBC Corp.) 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 the allegations to be true as to two Respondents. It revokes the registrations of each class of registered securities of EA Industries, Inc., and Einstein Noah Bagel Corp. (n/k/a ENBC Corp.) pursuant to Section 12(j) of the Securities Exchange Act of 1934. This proceeding will continue with respect to Ebiz Enterprises, Inc. [SEC v. Alan C. Goldsworthy and Walter T. Hilger, Civil Action No. 06-CV-10012-JGD (D. Mass.)] (LR-20808; AAE Rel. 2900) SEC v. Michael W. Crow., et al.On November 14, the U.S. District Court for the Southern District of New York entered a final judgment against defendants Michael W. Crow, Duncan Capital LLC, Duncan Capital Group LLC and Robert David Fuchs following a seven-day bench trial before U.S. District Judge Colleen McMahon. The court found that Crow and Duncan Capital Group LLC had unlawfully acted as an unregistered principal of Duncan Capital LLC, a registered broker-dealer, and were aided and abetted by the registered broker-dealer's principal, Robert David Fuchs. The court found that Crow, Fuchs, Duncan Capital and Duncan Capital Group violated all of the reporting and registration provisions at issue in the SEC's complaint. The judgment permanently bars Crow from aiding and abetting violations of Sections 15(a), 15(b)(1) and 15(b)(7) of the Exchange Act and Rules 15b3-1 and 15b7-1; permanently bars Fuchs from aiding and abetting violations of Sections 15(a), 15(b)(1), 15(b)(7) and 17(a) of the Exchange Act and Rules 15b3-1, 15b7-1 and 17a-3(a)(12). The court also permanently enjoined Duncan Capital LLC from violating Sections 15(b)(1), 15(b)(7) and 17(a) of the Exchange Act and Rules 15b3-1, 15b7-1 and 17a-3(a)(12) and Duncan Capital Group LLC from violating Section 15(a) of the Exchange Act. The court ordered that Crow and Duncan Capital Group LLC disgorge ill-gotten gains of $1,562,337, plus prejudgment interest in the amount of $437,415.87, for a total of $1,999,752.87; Fuchs disgorge ill-gotten gains of $221,000, plus prejudgment interest of $61,874.95, for a total of $282,874.95; Crow, Fuchs, Duncan Capital and Duncan Capital Group disgorge ill-gotten gains of $3,903,474, plus prejudgment interest of $1,092,877, for a total of $4,996,351; Relief defendant M.W. Crow Family LP disgorge ill-gotten gains of $831,624, plus prejudgment interest of $232,834.46, for a total of $1,064,458.46; And Relief defendant Santal Holdings LLC disgorge ill-gotten gains of $42,162, plus prejudgment interest of $11,804.17, for a total of $53,966.17. The court further ordered Crow and Fuchs to pay penalties of $250,000 and $125,000 respectively, and ordered Duncan Capital LLC and Duncan Capital Group LLC to each pay a penalty of $50,000. [SEC v., Civil Action No. 07 CV 3814 (S.D.N.Y.)] (LR-20809) SELF-REGULATORY ORGANIZATIONSAccelerated Approval of Proposed Rule ChangeThe Commission granted accelerated approval to a proposed rule change (SR-Amex-2008-51), as modified by Amendment Nos. 1 and 2 thereto, filed by the American Stock Exchange regarding a proposal to amend Amex Rules 991 (Options Communications) and 921 (Opening of Options Accounts). Publication is expected in the Federal Register during the week of November 17. (Rel. 34-58923) Immediate Effectiveness of Proposed Rule ChangesA proposed rule change filed by the International Securities Exchange (SR-ISE-2008-82) to temporarily increase the number of additional quarterly options series has become immediately 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 November 17. (Rel. 34-58926) A proposed rule change filed by NYSE Alternext US LLC (SR-NYSEALTR-2008-05) to extend its temporary program relating to Section 31-related funds has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of November 17. (Rel. 34-58933) A proposed rule change filed by the National Stock Exchange (SR-NSX-2008-19) amending Rule 16 and the NSX fee schedule concerning rebates and credits for Order Delivery mode transactions 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 November 17. (Rel. 34-58935) A proposed rule change filed by Financial Industry Regulatory Authority relating to information sharing agreements with domestic federal agencies, or subdivisions thereof, and foreign regulators (SR-FINRA-2008-056) 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 November 17. (Rel. 34-58937) Proposed Rule ChangeBoston Stock Exchange filed a proposed rule change (SR-BSE-2008-48) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to establish new rules for membership, member conduct, and the listing and trading of cash equity securities. Publication is expected in the Federal Register during the week of November 17. (Rel. 34-58927) SECURITIES ACT REGISTRATIONSRECENT 8K FILINGS
http://www.sec.gov/news/digest/2008/dig111408.htm
|