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U.S. Securities and Exchange Commission

SEC News Digest

Issue 2009-174
September 10, 2009


Commission Meetings

Following is a schedule of Commission meetings, which will be conducted under provisions of the Government in the Sunshine Act. Meetings will be scheduled according to the requirements of agenda items under consideration.

Open meetings will be held in the Auditorium, Room L-002 at the Commission's headquarters building, 100 F Street, N.E., Washington, D.C. Visitors are welcome at all open meetings, insofar as space is available. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record a Commission meeting should notify the Secretary's office 48 hours in advance of the meeting.

Any member of the public who requires auxiliary aids such as a sign language interpreter or material on tape to attend a public meeting should contact SECInterpreter@SEC.gov at least three business days in advance. For any other reasonable accommodation related disability contact DisabilityProgramOfficer or call 202-551-4158.

Open Meeting - September 16, 2009 - 10:00 a.m.

The subject matter of the September 16 Open Meeting will be:

The Commission will hear oral argument in an appeal by Rodney R. Schoemann, a Louisiana resident, from the decision of an administrative law judge. The law judge found that Schoemann violated Sections 5(a) and 5(c) of the Securities Act of 1933 in November 2004 by offering and selling the securities of Stinger Systems, Inc. when no registration statement was filed or in effect with respect to those securities and no exemption from registration was available. The law judge ordered Schoemann to cease and desist from committing or causing any violations or future violations of Sections 5(a) and 5(c) of the Securities Act, and ordered Schoemann to disgorge $967,901 in profits, plus prejudgment interest, from his sales of the securities.

Among the issues likely to be argued are:

  1. whether Schoemann's sales of the securities at issue violated the Securities Act; and

  2. whether sanctions should be imposed in the public interest.

Closed Meeting -September 16, 2009 - 11:00 a.m.

The subject matter of the Sept. 16, 2009 Closed Meeting will be: institution and settlement of injunctive actions; institution and settlement of administrative proceedings; other matters relating to enforcement proceedings; and an opinion.

Open Meeting - Thursday, September 17, 2009 - 2:30 p.m. - Multipurpose Room, Room L-006

The subject matter of the September 17 Open Meeting will be:

1. Nationally Recognized Statistical Rating Organizations (NRSROs)

A. Final Rule Amendments and Proposed Rule Amendments under the Credit Rating Agency Reform Act of 2006

The Commission will consider whether to adopt rules and propose other rules that impose additional disclosure and conflict of interest requirements on NRSROs in order to address concerns about the integrity of the credit rating procedures and methodologies.

B. References to Nationally Recognized Statistical Rating Organization Ratings in Commission Rules and Forms

The Commission will consider whether to eliminate references to credit ratings by NRSROs from certain rules and forms, and whether to re-open the comment period to solicit further comment on elimination of additional NRSRO references.

C. Credit Ratings and Rating Shopping Disclosure

The Commission will consider whether to propose amendments to Regulation S-K, and rules and forms under the Securities Act of 1933 (Securities Act), the Securities Exchange Act of 1934 (Exchange Act) and the Investment Company Act of 1940 (Investment Company Act) to require disclosure regarding credit ratings that a registrant uses in connection with a registered offering.

D. Rule 436(g)

The Commission will consider whether to issue a concept release and solicit comment on whether the Commission should propose to rescind Rule 436(g) under the Securities Act, in light of the disclosure regarding credit ratings being proposed in a companion release (see C above).

2. Flash Orders: Proposed amendment to Rule 602 of Regulation NMS

The Commission will consider a recommendation to propose an amendment to Rule 602 of Regulation NMS under the Exchange Act that would eliminate an exception for the use of flash orders, as well as other related issues. If adopted, the proposals would prohibit the practice of displaying marketable flash orders.

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.


Delinquent Filers' Stock Registrations Revoked

The registrations of the registered securities of National Tire Services, Inc., TheNETdigest.com, Inc., New Media, Inc. (n/k/a New Media Group, Inc.), New Tel, Ltd., New York Film Works, Inc., and Newstar Resources, 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. 34-60638; File No. 3-13590)

Richard A. Bailey and Florian R. Ternes Settle SEC Charges

The Securities and Exchange Commission announced today that on Sept. 4, 2009, the United States District Court for the Central District of California entered Final Judgments by consent against defendants Richard A. Bailey and Florian R. Ternes, residents of Las Vegas, Nevada and former officers and directors of Marshall Holdings International, Inc. (Marshall Holdings).

In the complaint filed on Aug. 6, 2008, the Commission alleged that Marshall Holdings, while under the control of Bailey and Ternes, improperly registered shares issued under employee stock option programs on Form S-8 registration statements from 2003 through 2005. Marshall Holdings then received at least 85% of the proceeds from the shares' sales as payment of the options' exercise price. Form S-8 statements may be used to register shares issued to compensate employees and consultants and have abbreviated disclosure requirements as compared to statements registering shares used to raise capital. According to the complaint, however, the option program functioned as public offerings through which Marshall Holdings used its employees as conduits to the market so that it could raise capital without complying with the registration provisions. The complaint further alleged that Bailey and Ternes were the primary decision-makers behind Marshall Holdings' options program and received significant salary increases during the course of the program.

Without admitting or denying the complaint's allegations, Bailey and Ternes have consented to the entry of Final Judgments enjoining them from violating Section 5 of the Securities Act of 1933, ordering them to pay disgorgement of $341,001 and $259,000, respectively, plus prejudgment interest and, based upon their financial conditions, waiving payment of all such amounts. With this settlement, the action is fully resolved as to all defendants.

For more information on earlier actions in this case, see Litigation Release Number 20673 (Aug. 7, 2008). [SEC v. Angel Acquisition Corp., et al, Case No. SACV 08-880 JVS (ANx) (C.D. Cal.)] (LR-21203)





Modified: 09/10/2009