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SEC News Digest
Issue 2011-237
December 9, 2011
Commission announcements
Securities and Exchange Commission Suspends Trading in the Securities of Five Issuers For Failure to Make Required Periodic Filings
The U.S. Securities and Exchange Commission announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EST on December 9, 2011 and terminating at 11:59 p.m. EST on December 22, 2011.
- Brendan Technologies, Inc. (BDTE)
- CenterStaging Corp. (CNSC)
- PGMI, Inc. (PGMC)
- Thermal Energy Storage, Inc. (THES)
- Trinity3 Corporation (TRYT)
The Commission temporarily suspended trading in the securities of these five issuers due to a lack of current and accurate information about the companies because they have not filed periodic reports with the Commission in over two years. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act).
The Commission cautions brokers, dealers, shareholders and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by these companies.
Brokers and dealers should be alert to the fact that, pursuant to Exchange Act Rule 15c2-11, at the termination of the trading suspensions, no quotation may be entered relating to the securities of the subject companies unless and until the broker or dealer has strictly complied with all of the provisions of the rule. If any broker or dealer is uncertain as to what is required by the rule, it should refrain from entering quotations relating to the securities of these companies that have been subject to a trading suspension until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. Any broker or dealer with questions regarding the rule should contact the staff of the Securities and Exchange Commission in Washington, DC at (202) 551-5720. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action.
If any broker, dealer or other person has any information which may relate to this matter, they should immediately communicate it to the Delinquent Filings Branch of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-65921)
SEC Names Lacey Dingman as Director of the Office of Human Resources
On December 8, 2011, the Securities and Exchange Commission announced that Lacey Dingman has been named Director of the agency’s Office of Human Resources, which oversees and advises on the strategic management of the SEC’s human resources.
The Office of Human Resources (OHR) develops, implements, and evaluates the SEC’s programs and policies for staffing, recruitment, retention and separations. It has responsibility for compensation and benefits, performance management and awards, employee and labor relations, disability programs, work/life programs, telework, employee records, including financial disclosure, and professional development. In addition, OHR is the Commission’s liaison to the Office of Personnel Management, professional organizations, other federal agencies, educational institutions, and the private sector, on matters involving human capital management activities.
“Lacey is a skilled manager with an excellent track record and a reputation as someone who delivers results,” said SEC Chief Operating Officer Jeffery Heslop. “She has been a key participant in the organizational restructuring of the SEC Enforcement Division and she has the leadership skills that I believe will help make the SEC’s Office of Human Resources a model for others in government.”
Ms. Dingman has been Deputy Managing Executive in the SEC’s Division of Enforcement, with responsibility for fulfilling the program’s staffing needs and providing advice and assistance on human capital planning and development. She also represented the Enforcement Division on the SEC’s Human Capital Advisory Committee, which has primary responsibility for setting policy on recruitment, training and development, performance management and employee and labor relations.
“I am honored to have been selected for this position,” Ms. Dingman said, “I am looking forward to my new role at the SEC and to working with the talented people in OHR and the employees within the agency that they support and assist.”
Before coming to the SEC in April 2010, Ms. Dingman was at the Commodity Futures Trading Commission, where she started as a forensic investigator and later became a special advisor to the Chairman. She was Personal Assistant to the Undersecretary of State from July 2007 to November 2008, when she returned to the CFTC as a business manager. Ms. Dingman received her bachelor’s degree in business administration from the University of Iowa. (Press Rel. 2011-259)
Joint Statement on Regulation of OTC Derivatives Markets
The Securities and Exchange Commission today released the following joint statement with other regulators:
Leaders and senior representatives of the authorities responsible for regulation of the over-the-counter (OTC) derivatives markets in Canada, the European Union, Hong Kong, Japan, Singapore, and the United States met yesterday in Paris.
The meeting included Steven Maijoor, Chair of the European Securities and Markets Authority (ESMA); Jonathan Faull, Director General for Internal Market and Services at the European Commission; Ashley Alder, Chief Executive Officer of the Hong Kong Securities and Futures Commission; Masamichi Kono, Vice-Commissioner of the Japan Financial Services Agency; Teo Swee Lian, Deputy Managing Director (Financial Supervision) of the Monetary Authority of Singapore; Mary Condon, Vice-Chair of the Ontario Securities Commission; Louis Morisset, Superintendent of Securities Markets at l’Autorité des Marchés Financiers du Québec; Gary Gensler, Chairman of the United States Commodity Futures Trading Commission; and Mary Schapiro, Chairman of the United States Securities and Exchange Commission.
Since mid-2011, the authorities have engaged in a series of bilateral technical dialogues on OTC derivatives regulation. The meeting, held at ESMA headquarters in Paris, is the first time the authorities have met as a group to discuss their implementation efforts.
In the meeting, the authorities addressed the cross-border issues related to the implementation of new legislation and rules to govern the OTC derivatives markets in their respective jurisdictions.
At the conclusion of the meeting, the authorities agreed to continue bilateral regulatory dialogues and to meet as a group again in early 2012. (Press Rel. 2011-260)
Commission Meetings
Closed Meeting on Thursday, December 15, 2011 at 1:15 p.m.
The subject matter of the Closed Meeting scheduled for Thursday, December 15, 2011 will be: institution and settlement of injunctive actions; institution and settlement of administrative proceedings; other matters relating to enforcement proceedings; and a post argument discussion.
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.
Enforcement Proceedings
Commission Orders Hearings on Registration Suspension or Revocation Against Five Companies for Failure to Make Required Periodic Filings
In conjunction with this trading suspension, the Commission today also instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registration of each class of the securities of five companies for failure to make required periodic filings with the Commission:
- Brendan Technologies, Inc. (BDTE)
- CenterStaging Corp. (CNSC)
- PGMI, Inc. (PGMC)
- Thermal Energy Storage, Inc. (THES)
- Trinity3 Corporation (TRYT)
In this Order, the Division of Enforcement (Division) alleges that the five issuers are delinquent in their required periodic filings with the Commission.
In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, are true. The judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-65920; File No. 3-14656)
In the Matter of Kevin Kramer
On December 9, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings and Imposing Remedial Sanctions (Order) against Kevin Kramer. The Order finds that Kramer, a resident of Wilmington, Delaware, was President and Chief Operating Officer of West End Financial Advisors (West End) from at least 2006 through June 2009. West End is a New York-based, unregistered hedge fund adviser to a collection of hedge funds (the West End funds). West End is affiliated with Sentinel Investment Management Corporation (Sentinel), which has been registered with the Commission since 1986. The Order further finds that on November 22, 2011, a final judgment was entered by consent against Kramer, permanently enjoining him from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, Section 17(a) of the Securities Act of 1933, and Sections 206(1), 206(2), and 206(4) of the Advisers Act and Rule 206(4)-8 thereunder, in the civil action entitled Securities and Exchange Commission v. William Landberg, et al., 11-CV-0404 (PKC), in the United States District Court for the Southern District of New York. The Commission’s amended complaint alleged, among other things, that Kramer committed securities law violations at West End and Sentinel. According to the amended complaint, from at least June 2008 to May 2009, Kramer knew, or was reckless in not knowing, that West End faced severe financial problems and that the West End funds were not performing as represented to investors. Kramer also knew, or was reckless in not knowing, that West End was improperly tapping a reserve account to satisfy its cash shortfalls. Nevertheless, Kramer misrepresented the condition of the West End funds to new and existing investors as he continued to market them through April 2009.
Based on the above, the Order bars Kramer from association with any broker, dealer, investment adviser, municipal securities dealer, or transfer agent. Kramer consented to the issuance of the Order without admitting or denying any of the findings in the Order, except he admitted the entry of the injunction. (Rel. IA-3332; File No. 3-14657)
In the Matter of Touradji Capital Management, L.P.
On December 9, 2011, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Section 203(e) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Order) against Touradji Capital Management, L.P. (Touradji Capital). The Order finds that Touradji Capital, a New York based unregistered investment adviser and hedge fund manager, violated Rule 105 of Exhange Act Regulation M (Rule 105), which prohibits buying an equity security made available through a public offering, conducted on a firm commitment basis, after having sold short the same security during a restricted period (generally defined as five business days before the pricing of the offering).
The Order finds that Touradji Capital willfully violated Rule 105 on three occasions from October 2007 through July 2008 by purchasing offered shares after having sold short the same security during the restricted period. The Commission further found that, at the time of the violations, although Touradji Capital provided some training to its employees concerning Rule 105, it did not have policies, procedures and controls in place sufficient to prevent or detect Rule 105 violations.
Based on the above, the Order censures Touradji Capital and requires the firm to cease and desist from committing or causing any violations and any future violations of Rule 105. Touradji Capital will pay $833,976 in disgorgement and $119,360 in prejudgment interest, along with a $350,000 civil money penalty. Touradji Capital consented to the issuance of the Order without admitting or denying any of the findings contained therein. (Rel. 34-65923; IA-3333; File No. 3-14658)
In the Matter of Wachovia Bank, N.A., now known as Wells Fargo Bank, N.A., successor by merger
The Securities and Exchange Commission announced that it has granted to Wachovia Bank, N.A., now known as Wells Fargo Bank, N.A., successor by merger (Wachovia), on behalf of itself and its current and future affiliates, a waiver of the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act of 1933 (Securities Act) and Section 21E(b)(1)(A)(ii) of the Securities Exchange Act of 1934 (Exchange Act). Those provisions disqualified Wachovia and its current and future affiliates from making use of the safe harbor for forward-looking statements provided by Section 27A of the Securities Act and Section 21E of the Exchange Act. The disqualifications arose by virtue of a Final Judgment entered on December 9, 2011 by Honorable William J. Martini, United States District Court Judge for the District of New Jersey in Securities and Exchange Commission v. Wachovia Bank, N.A. (Case No. 2:11-cv-07135-WJM-MF) enjoining Wachovia from violating Section 17(a) of the Securities Act. Sections 27A(b) of the Securities Act and 21E(b) of the Exchange Act authorize the Commission to waive the disqualifications. In addition, the Securities and Exchange Commission determined, upon a showing of good cause, to grant Wachovia and its affiliates a waiver of the disqualification provisions of Rules 602(b)(4) and 602(c)(2) of the Securities Act that would otherwise be applicable by virtue of the Final Judgment. (Rels. 33-9282; 34-65932; 33-9283)
Court Enters Final Judgment By Consent Against SEC Defendant Glenn Grossman
The Securities and Exchange Commission announced that on November 30, 2011, the Honorable Kimba M. Wood, United States District Court Judge for the Southern District of New York, entered a final judgment by consent against Defendant Glenn Grossman. The final judgment permanently enjoins Grossman from future violations of Sections 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The final judgment also permanently bars Grossman from participating in an offering of penny stock.
On September 18, 2008, the SEC filed its complaint against Grossman, Lawrence Steven Cohen, Shay Keren, and John Zanic (collectively, the “Defendants”) alleging that from at least April 2008, the Defendants engaged in a fraudulent broker bribery scheme designed to manipulate the market for the common stock of Guyana Gold, Corp. (“GYGC”). The complaint alleges that the Defendants engaged in an undisclosed kickback arrangement with an individual who claimed to represent a group of registered representatives with trading discretion over the accounts of wealthy customers.
For further information, please see Litigation Release Number 20776 (October 8, 2008) [SEC Charges Four Stock Promoters with Market Manipulation].
The SEC acknowledges the assistance of the United States Attorney’s Office for the Southern District of New York and the Federal Bureau of Investigation in this matter. [SEC v. Glenn Grossman, Lawrence Steven Cohen, Shay Keren, and John Zanic, Civil Action No. 08-cv-8078 (KMW) (SDNY)] (LR-22184)
SEC v. Galleon Management, LP, et al.
The Securities and Exchange Commission announced today that on December 5, 2011, the Honorable Jed S. Rakoff of the United States District Court for the Southern District of New York entered a consent judgment against Zvi Goffer in SEC v. Galleon Management, LP, et al., 09-CV-8811, an insider trading case the SEC filed on October 16, 2009. The SEC charged Goffer, who was a registered representative and a proprietary trader at the broker-dealer Schottenfeld Group, LLC during the relevant time period, with using inside information to trade ahead of impending acquisitions.
In its action, the SEC alleged that, on July 2, 2007, Goffer was tipped with material non-public information that Hilton Hotels Corp. would be acquired the next day at a significant premium. Additionally, in March 2007, Goffer was tipped material non-public information that Kronos Inc. would be acquired in about a week for a substantial premium. On the basis of the material non-public information he received, Goffer traded in the Schottenfeld accounts he managed.
To settle the SEC’s charges, Goffer consented to the entry of a judgment that: (i) permanently enjoins him from violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; and (ii) orders him to pay disgorgement of $265,709.33, plus prejudgment interest of $59,564.56, for a total of $325,273.89. In a related SEC administrative proceeding, Goffer consented to the entry of an SEC order permanently barring him from association with any broker or dealer, investment adviser, municipal securities dealer or transfer agent, and barring him from participating in any offering of a penny stock. Goffer consented to the order without admitting or denying the findings, except he admitted the entry of the final judgment and his criminal conviction. [SEC v. Galleon Management, LP, et al., Civil Action No. 09-CV-8811 (S.D.N.Y.) (JSR)] (LR-22185); Administrative Proceeding – 34-65930; File No. 3-14659)
In the Matter of Zvi Goffer
The Securities and Exchange Commission announced today that on December 9, 2011, The Honorable Richard J. Sullivan of the United States District Court for the Southern District of New York, entered a judgment against Zvi Goffer in SEC v. Cutillo et al., 09-CV-9208, an insider trading case the SEC filed on November 5, 2009. The SEC charged Goffer, who was a registered representative and a proprietary trader at the broker-dealer Schottenfeld Group, LLC, with tipping and trading on inside information related to corporate acquisitions, including the announced acquisition of Avaya Inc. in June 2007 and the announced acquisition of 3Com Corp. in September 2007.
In its complaint, the SEC alleged that Arthur Cutillo, a former attorney with the law firm Ropes & Gray LLP, misappropriated from his law firm material, nonpublic information concerning, among other things, the potential acquisitions of 3Com and Avaya, and tipped the inside information, through another attorney, to Goffer, in exchange for kickbacks. The SEC further alleged that Goffer traded based on this information, and tipped it to a network of downstream tippees, who also traded and profited based on the inside information. As alleged in the complaint, Goffer went to great lengths to conceal his illicit conduct, including distributing disposable cell phones to both his sources and his tippees.
To settle the SEC’s charges, Goffer consented to the entry of a judgment that: (i) permanently enjoins him from violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; and (ii) orders him to pay disgorgement of $1,014,758, plus prejudgment interest of $231,304. In a related SEC administrative proceeding, Goffer consented to the entry of an SEC order barring him from association with any broker or dealer, investment adviser, municipal securities dealer or transfer agent, and barring him from participating in any offering of a penny stock. Goffer previously was found guilty of securities fraud and conspiracy to commit securities fraud in a related criminal case, United States v. Zvi Goffer, 10-CR-0056 (S.D.N.Y.), and was sentenced to a ten year prison term and ordered to pay criminal forfeiture of $10,022,931. Goffer consented to the order without admitting or denying the findings, except he admitted the entry of the final judgment and his criminal conviction. [SEC v. Cutillo, et al., Civil Action No. 09-CV-9208 (S.D.N.Y.) (RJS)] (LR-22186)
Investment company act releases
Seasons Series Trust, et al.
A notice has been issued giving interested persons until January 3, 2012, to request a hearing on an application filed by Seasons Series Trust, et al., for an order under Section 6(c) of the Investment Company Act of 1940 (Act) for an exemption from Rule 12d1-2(a) under the Act. The order would permit open-end management investment companies relying on Rule 12d1-2 under the Act to invest in certain financial instruments. (Rel. IC-29879 - December 8)
The Singapore Fund, Inc.
An order has been issued on an application filed by The Singapore Fund, Inc. (Fund) under Section 17(b) of the Investment Company Act of 1940 (Act) for an exemption from Section 17(a) of the Act to permit in-kind repurchases of shares of the Fund held by certain affiliated persons of the Fund. (Rel. IC-29880 - December 8)
Self-Regulatory Organizations
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change filed by NYSE Arca, Inc. (SR-NYSEArca-2011-92) amending the NYSE Arca Equities Schedule of Fees and Charges for Exchange Services 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 December 12. (Rel. 34-65906)
A proposed rule change filed by the BATS Exchange, Inc. (SR-BATS-2011-049) related to fees for use of BATS Exchange, Inc. 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 December 12. (Rel. 34-65907)
A proposed rule change filed by NASDAQ OMX BX, Inc. to modify pricing for BX members using the NASDAQ OMX BX Equities System (SR-BX-2011-082) 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 December 12. (Rel. 34-65912)
A proposed rule change filed by The NASDAQ Stock Market LLC relating to the Options Regulatory Fee (SR-NASDAQ-2011-163) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act. Publication is expected in the Federal Register during the week of December 12. (Rel. 34-65913)
A proposed rule change filed by the NASDAQ Stock Market LLC (SR-NASDAQ-2011-166) to amend Rule 4613(a)(2)(D) to clarify that the Designated Percentage for rights and warrants is thirty percent 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 December 12. (Rel. 34-65915)
A proposed rule change filed by the International Securities Exchange, LLC (SR-ISE-2011-80) relating to API fees 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 December 12. (Rel. 34-65916)
Approval of Proposed Rule Change
The Commission approved a proposed rule change (SR-FICC-2011-08) filed by the Fixed Income Clearing Corporation under Section 19(b)(1) of the Securities Exchange Act of 1934 to expand the applicability of the fails charge to Agency debt securities transactions. Publication is expected in the Federal Register during the week of December 12. (Rel. 34-65910)
Proposed Rule Change
The Chicago Board Options Exchange, Incorporated filed a proposed rule change (SR-CBOE-2011-114) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder relating to complex order processing in Hybrid 3.0 classes. Publication is expected in the Federal Register during the week of December 12. (Rel. 34-65914)
Securities Act Registrations
The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.
Registration statements may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html. S-8 J&J SNACK FOODS CORP, 6000 CENTRAL HGWY, PENNSAUKEN, NJ, 08109,
6096659533 - 800,000 ($41,648,000.00) Equity, (File 333-178379 -
Dec. 8) (BR. 04B)
S-8 TII NETWORK TECHNOLOGIES, INC., 141 RODEO DRIVE, EDGEWOOD, NY, 11717,
631-789-5000 - 1,000,000 ($1,320,000.00) Equity, (File 333-178380 -
Dec. 8) (BR. 10C)
S-8 FINISAR CORP, 1389 MOFFETT PARK DR, SUNNYVALE, CA, 94089, 4085481000 -
4,920,155 ($81,280,960.60) Equity, (File 333-178381 - Dec. 8) (BR. 10B)
S-3 SATCON TECHNOLOGY CORP, 27 DRYDOCK AVENUE, BOSTON, MA, 02210,
6178972400 - 0 ($16,786,137.43) Equity, (File 333-178382 - Dec. 8)
(BR. 10C)
S-8 STAPLES INC, 500 STAPLES DRIVE, P O BOX 9328, FRAMINGHAM, MA, 01702,
5082535000 - 15,000,000 ($216,450,000.00) Equity, (File 333-178383 -
Dec. 8) (BR. 02B)
S-3ASR WAL MART STORES INC, 702 SOUTHWEST 8TH ST, BENTONVILLE, AR, 72716,
5012734000 - 0 ($4,114,065,322.08) Equity, (File 333-178385 - Dec. 8)
(BR. 02A)
S-1 GreenHunter Energy, Inc., 1048 TEXAN TRAIL, GRAPEVINE, TX, 76051,
972-410-1044 - 0 ($31,625,000.00) Equity, (File 333-178386 - Dec. 8)
(BR. 06B)
S-1 K12 INC, 2300 CORPORATE PARK DRIVE, SUITE 200, HERNDON, VA, 20171,
7034837000 - 4,000,000 ($109,680,000.00) Equity, (File 333-178387 -
Dec. 8) (BR. 11A)
Recent 8K Filings
Form 8-K is used by companies to file current reports on the following events:
1.01
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Entry into a Material Definitive Agreement
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1.02
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Termination of a Material Definitive Agreement
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1.03
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Bankruptcy or Receivership
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2.01
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Completion of Acquisition or Disposition of Assets
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2.02
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Results of Operations and Financial Condition
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2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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2.04
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
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2.05
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Cost Associated with Exit or Disposal Activities
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2.06
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Material Impairments
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3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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3.02
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Unregistered Sales of Equity Securities
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3.03
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Material Modifications to Rights of Security Holders
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4.01
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Changes in Registrant's Certifying Accountant
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4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
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5.01
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Changes in Control of Registrant
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5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer
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5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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5.04
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Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
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5.05
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Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
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5.06
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Change in Shell Company Status
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6.01
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ABS Informational and Computational Material.
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6.02
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Change of Servicer or Trustee.
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6.03
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Change in Credit Enhancement or Other External Support.
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6.04
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Failure to Make a Required Distribution.
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6.05
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Securities Act Updating Disclosure.
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7.01
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Regulation FD Disclosure
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8.01
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Other Events
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9.01
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Financial Statements and Exhibits
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8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html. STATE
NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT
3D SYSTEMS CORP DE 7.01,9.01 12/08/11
ABOVENET INC DE 8.01,9.01 12/07/11
Acadia Healthcare Company, Inc. DE 5.02 12/02/11
ADEONA PHARMACEUTICALS, INC. DE 3.02,9.01 12/07/11
ADVANCED ENERGY INDUSTRIES INC DE 5.02,8.01 12/06/11
AFFYMAX INC DE 8.01,9.01 12/07/11
AgriVest Americas, Inc. NY 1.01,3.02,5.01,5.02, 12/05/11
5.03,8.01,9.01
Alkermes plc. L2 5.02,5.07,9.01 12/08/11
ALLIANCE BANKSHARES CORP 5.07 12/07/11
ALLIANCE DATA SYSTEMS CORP DE 7.01,9.01 12/08/11
ALLOS THERAPEUTICS INC DE 1.01 12/07/11
American Sands Energy Corp. DE 8.01 12/06/11
AMERICAN SUPERCONDUCTOR CORP /DE/ DE 5.07 12/08/11
AMERICAN TOWER CORP /MA/ DE 8.01,9.01 12/08/11
AMERITYRE CORP NV 5.02 12/07/11
AMP Holding Inc. NV 8.01,9.01 12/08/11
Ampio Pharmaceuticals, Inc. DE 1.01,7.01,9.01 12/02/11
ANALOGIC CORP MA 2.02,8.01,9.01 12/08/11
ANAVEX LIFE SCIENCES CORP. NV 3.02,9.01 12/06/11
ANDERSONS INC OH 1.01,2.03 12/07/11
AOXING PHARMACEUTICAL COMPANY, INC. FL 1.01,2.03,7.01,9.01 12/05/11
ARDENT MINES LTD 5.02 12/06/11
Ascena Retail Group, Inc. DE 5.07 12/07/11
ASHFORD HOSPITALITY TRUST INC MD 7.01,9.01 12/08/11
AUTONATION, INC. DE 1.01,1.02,2.03,8.01, 12/07/11
9.01
AUXILIUM PHARMACEUTICALS INC 1.01,5.02,7.01,9.01 12/07/11
AVT, Inc. NV 4.01 09/30/11 AMEND
AXESSTEL INC NV 7.01,9.01 12/07/11
BEAR STEARNS DEPOSITOR INC TRUST CERT 8.01,9.01 12/01/11
BEHRINGER HARVARD MULTIFAMILY REIT I 2.01,2.03,7.01,9.01 12/07/11
BENIHANA INC DE 2.02,9.01 12/08/11
BLYTH INC DE 2.02 12/08/11
Bohai Pharmaceuticals Group, Inc. NV 8.01 12/08/11
BOWL AMERICA INC MD 5.07 12/06/11
BROWN FORMAN CORP DE 2.02,9.01 12/08/11
Builders FirstSource, Inc. DE 1.01,1.02,2.03,3.02, 12/02/11
9.01
C H ROBINSON WORLDWIDE INC DE 8.01,9.01 12/08/11
CALAIS RESOURCES INC 8.01,9.01 12/06/11
CAMPBELL FUND TRUST DE 3.02 12/08/11
CANO PETROLEUM, INC 3.01 12/02/11
CANTEL MEDICAL CORP DE 2.02,9.01 12/08/11
Carbon Natural Gas Co DE 7.01,9.01 12/08/11
CATASYS, INC. DE 7.01,9.01 12/08/11
CDI CORP PA 2.05,7.01,9.01 12/08/11
CHESAPEAKE ENERGY CORP OK 7.01,8.01,9.01 12/02/11
China Executive Education Corp 4.02,9.01 11/15/11 AMEND
CHINA NORTH EAST PETROLEUM HOLDINGS L NV 3.01,9.01 12/05/11
CIENA CORP DE 2.02,5.02,9.01 12/06/11
CIRCLE STAR ENERGY CORP. NV 7.01,9.01 12/08/11
CISCO SYSTEMS, INC. CA 5.02,5.07,9.01 12/07/11
COMMUNICATION INTELLIGENCE CORP DE 1.01,3.02 12/02/11
COMSTOCK RESOURCES INC NV 1.01,7.01,9.01 12/08/11
COMTECH TELECOMMUNICATIONS CORP /DE/ DE 2.02,7.01,9.01 10/31/11
CONNS INC DE 2.02,5.02,9.01 12/05/11
COOPER COMPANIES INC DE 2.02,5.02,9.01 12/02/11
COSTCO WHOLESALE CORP /NEW WA 2.02,9.01 12/08/11
CPI International Holding Corp. 2.02,9.01 12/08/11
CRAWFORD & CO GA 7.01,9.01 12/08/11
CVS CAREMARK CORP DE 8.01,9.01 12/07/11
DAEGIS INC. DE 1.01,9.01 06/30/11 AMEND
DAILY JOURNAL CORP SC 5.02 12/02/11
DEERE & CO DE 5.02,9.01 12/07/11
DEERE & CO DE 5.03,9.01 12/07/11
DELCATH SYSTEMS INC DE 5.02,9.01 12/06/11
DemandTec, Inc. DE 1.01,5.02,8.01,9.01 12/07/11
Duke Energy Carolinas, LLC NC 8.01,9.01 12/08/11
ECOLAB INC DE 8.01,9.01 12/08/11
ECOLAB INC DE 1.01,2.03,8.01,9.01 12/05/11
Ellington Financial LLC DE 7.01,9.01 12/07/11
Employers Holdings, Inc. NV 5.02,9.01 12/05/11
EQUITY RESIDENTIAL MD 8.01,9.01 12/08/11
ERIE INDEMNITY CO PA 5.02,8.01,9.01 12/06/11
ESTERLINE TECHNOLOGIES CORP DE 2.02,9.01 12/08/11
EVERGREEN ENERGY INC DE 7.01,9.01 12/08/11
FARMERS & MERCHANTS BANCORP DE 8.01,9.01 12/06/11
Federal Home Loan Bank of Atlanta X1 2.03 12/08/11
Federal Home Loan Bank of Boston X1 2.03 12/06/11
Federal Home Loan Bank of Cincinnati X1 2.03,9.01 12/05/11
Federal Home Loan Bank of Des Moines X1 2.03,9.01 12/06/11
Federal Home Loan Bank of Pittsburgh PA 2.03,9.01 12/05/11
Federal Home Loan Bank of San Francis X1 5.02 12/02/11
First Clover Leaf Financial Corp. MD 8.01,9.01 12/02/11
FIRST FINANCIAL BANCORP /OH/ OH 8.01 12/02/11
FIRST NIAGARA FINANCIAL GROUP INC DE 8.01,9.01 12/07/11
FIRST NIAGARA FINANCIAL GROUP INC DE 8.01,9.01 12/08/11
FLOW INTERNATIONAL CORP WA 2.02,9.01 12/08/11
FORD MOTOR CO DE 8.01,9.01 12/08/11
FORD MOTOR CREDIT CO LLC DE 8.01,9.01 12/08/11
FOREST CITY ENTERPRISES INC OH 2.02,9.01 12/08/11
FOREST CITY ENTERPRISES INC OH 2.02,9.01 12/08/11
FOSTER WHEELER AG V8 5.02 12/08/11
FRONTIER FUND DE 8.01 12/08/11
FS Energy & Power Fund DE 2.02,9.01 12/07/11
FS Investment CORP MD 2.02,9.01 12/08/11
General Growth Properties, Inc. DE 7.01,9.01 12/08/11
Genie Energy Ltd. DE 2.02,9.01 12/08/11
GENTA INC DE/ DE 8.01,9.01 12/08/11
GEOGLOBAL RESOURCES INC. DE 8.01,9.01 12/08/11
GILEAD SCIENCES INC DE 1.01,9.01 12/06/11
GLIMCHER REALTY TRUST MD 1.01,2.03,8.01,9.01 12/08/11
GLOBALSCAPE INC DE 8.01 12/08/11
GLOBALSCAPE INC DE 7.01,9.01 12/08/11
GLOBALSCAPE INC DE 1.01,2.01,2.03,5.02, 12/02/11
7.01,9.01
GLOWPOINT, INC. DE 5.03 12/06/11
GlyEco, Inc. NV 5.02 11/30/11
GNC HOLDINGS, INC. DE 8.01,9.01 12/08/11
GOLDMAN SACHS GROUP INC DE 9.01 12/08/11
Golub Capital BDC, Inc. DE 2.02,9.01 12/08/11
Golub Capital BDC, Inc. DE 2.02,9.01 12/08/11
GRAY TELEVISION INC GA 5.02 12/07/11
GRAYBAR ELECTRIC CO INC NY 5.02 12/08/11
HARLEY DAVIDSON INC WI 8.01 12/06/11
HARTFORD FINANCIAL SERVICES GROUP INC DE 1.01 12/05/11
HARTFORD LIFE INSURANCE CO CT 1.01 12/05/11
Heartland Bridge Capital, Inc. DE 1.01,9.01 12/01/11
Heavy Earth Resources, Inc. 5.02,8.01,9.01 12/02/11
HEMISPHERX BIOPHARMA INC DE 5.07,9.01 10/13/11 AMEND
HIGHWATER ETHANOL LLC 2.02,9.01 12/08/11
Hillenbrand, Inc. IN 5.02 12/07/11
HOLLOMAN ENERGY CORP NV 1.02 12/05/11
Horizon Lines, Inc. 5.07 12/02/11
Horizon Lines, Inc. 5.02 12/02/11 AMEND
ICEWEB INC DE 1.02,9.01 12/06/11
Ideal Financial Solutions Inc 5.02 12/07/11
IDEX CORP /DE/ DE 8.01 12/06/11
IEC ELECTRONICS CORP DE 2.02,9.01 12/08/11
IMMUCELL CORP /DE/ DE 8.01,9.01 12/08/11
IMPERIAL SUGAR CO /NEW/ TX 5.02 12/05/11
Industrial Income Trust Inc. MD 8.01,9.01 12/08/11
INLAND REAL ESTATE CORP MD 8.01,9.01 12/08/11
INNOVATIVE SOLUTIONS & SUPPORT INC PA 2.02,9.01 12/07/11
INSPERITY, INC. DE 7.01 12/07/11
INTEGRAMED AMERICA INC DE 5.02 12/07/11
INUVO, INC. NV 8.01,9.01 12/08/11
INVACARE CORP OH 7.01,9.01 12/08/11
INVESTMENT TECHNOLOGY GROUP INC DE 8.01,9.01 12/08/11
IRELAND INC. NV 7.01,9.01 12/07/11
IsoRay, Inc. MN 1.01,9.01 12/08/11
JPMORGAN CHASE & CO DE 7.01,9.01 12/07/11
JPMORGAN CHASE & CO DE 8.01 12/07/11
KEYW HOLDING CORP MD 8.01,9.01 12/07/11
KID BRANDS, INC NJ 5.07 07/19/11 AMEND
KMG CHEMICALS INC TX 5.02 12/06/11
KORN FERRY INTERNATIONAL DE 2.02,9.01 12/08/11
LANTRONIX INC DE 4.01,9.01 12/02/11
LAYNE CHRISTENSEN CO DE 2.02,9.01 12/08/11
LEHMAN ABS CORP CORP BACKED TRUST CER DE 8.01,9.01 12/01/11
Li3 Energy, Inc. NV 5.02 12/05/11
LIQUIDMETAL TECHNOLOGIES INC DE 4.01,5.07,9.01 12/02/11
LKQ CORP DE 1.01,2.03 12/02/11
MACK CALI REALTY CORP MD 1.01,9.01 12/05/11
MACK CALI REALTY CORP MD 5.02,8.01,9.01 12/06/11
Main Street Capital CORP MD 8.01,9.01 12/08/11
MAYS J W INC NY 2.02 12/07/11
MCMORAN EXPLORATION CO /DE/ DE 7.01,9.01 12/07/11
Mead Johnson Nutrition Co DE 5.02,9.01 12/07/11
MEDIA GENERAL INC VA 5.02 12/05/11
MEMC ELECTRONIC MATERIALS INC DE 2.05,8.01,9.01 12/07/11
MERITOR INC IN 7.01,9.01 12/08/11
METHODE ELECTRONICS INC DE 2.02,9.01 12/08/11
Midway Gold Corp A1 7.01,9.01 12/06/11
MusclePharm Corp NV 1.01,3.02,9.01 12/02/11
NATIONAL BEVERAGE CORP DE 2.02,9.01 12/08/11
NATIONAL INTELLIGENCE ASSOCIATION INC NV 1.01,2.03,3.02,9.01 12/02/11
NATIONAL RURAL UTILITIES COOPERATIVE DC 5.02 12/06/11
NATURAL ALTERNATIVES INTERNATIONAL IN DE 5.07 12/02/11
NBCUniversal Media, LLC DE 1.01,1.02 12/05/11
Neonode, Inc DE 7.01,9.01 12/08/11
Neonode, Inc DE 1.01,8.01,9.01 12/08/11
NEOPROBE CORP DE 8.01,9.01 12/08/11
Neuralstem, Inc. DE 5.07 12/07/11
NEXSTAR BROADCASTING GROUP INC DE 5.02,9.01 12/05/11
NII HOLDINGS INC DE 1.01,2.03,9.01 12/05/11
NOBLE ENERGY INC DE 1.01,9.01 12/05/11
NPC INTERNATIONAL INC KS 7.01,9.01 12/08/11
OMNI BIO PHARMACEUTICAL, INC. CO 7.01,9.01 12/08/11
ORIGINOIL INC NV 8.01,9.01 12/08/11
PACIFIC SUNWEAR OF CALIFORNIA INC CA 1.01,1.02,2.02,2.03, 12/07/11 AMEND
3.02,3.03,5.02,9.01
PAID INC DE 4.01 12/02/11
PFSWEB INC DE 1.01 12/05/11
PHH CORP MD 1.01,8.01,9.01 12/07/11
PINNACLE AIRLINES CORP DE 8.01,9.01 12/08/11
POPE RESOURCES LTD PARTNERSHIP DE 7.01,9.01 12/07/11
POWELL INDUSTRIES INC NV 2.02,9.01 12/06/11
POZEN INC /NC 5.02 12/07/11
PRESSURE BIOSCIENCES INC MA 8.01,9.01 12/07/11
PROGRESS SOFTWARE CORP /MA MA 5.02,9.01 12/02/11
Q Holdings, Inc. DE 5.02 12/06/11
QUANTUM FUEL SYSTEMS TECHNOLOGIES WOR DE 2.02,9.01 12/08/11
QUEPASA CORP NV 3.03,9.01 12/06/11
QUEST DIAGNOSTICS INC DE 5.02,9.01 12/06/11
RAPTOR NETWORKS TECHNOLOGY INC 1.01,3.02,5.02,9.01 12/02/11
RealD Inc. DE 1.01,2.03,9.01 12/06/11
REDWOOD TRUST INC MD 5.02,9.01 12/08/11
REGENCY CENTERS CORP FL 7.01,9.01 12/07/11
Resource Real Estate Opportunity REIT MD 2.03 12/02/11
RIGHTNOW TECHNOLOGIES INC MT 8.01 12/06/11
Rock-Tenn CO GA 1.01,2.03,9.01 12/02/11
Rockwood Holdings, Inc. DE 5.02,9.01 12/02/11
ROYAL GOLD INC DE 2.03 12/02/11
RVUE HOLDINGS, INC. NV 7.01,9.01 12/08/11
SAVIENT PHARMACEUTICALS INC DE 8.01 12/07/11
SCHULMAN A INC DE 7.01,9.01 12/08/11
SCIENTIFIC GAMES CORP DE 8.01 12/08/11
SEACHANGE INTERNATIONAL INC DE 2.02,9.01 12/08/11
SELECTICA INC DE 8.01,9.01 12/05/11
SHAW GROUP INC LA 8.01,9.01 12/08/11
SILLENGER EXPLORATION CORP. NV 1.01,3.02,9.01 12/06/11
SMART BALANCE, INC. DE 8.01,9.01 12/08/11
Smart-tek Solutions Inc NV 2.01,9.01 10/18/11 AMEND
SMITH & WESSON HOLDING CORP NV 2.02,9.01 12/08/11
SMITHFIELD FOODS INC VA 2.02,9.01 12/08/11
SNAP-ON Inc DE 1.01,1.02,2.03,9.01 12/08/11
SOUTHWEST IOWA RENEWABLE ENERGY, LLC IA 7.01,8.01,9.01 12/08/11
SPARTECH CORP DE 5.02 12/02/11
SPICY PICKLE FRANCHISING INC CO 5.02 12/02/11
Spine Pain Management, Inc DE 7.01,9.01 12/08/11
Spirit Airlines, Inc. DE 7.01,9.01 12/08/11
STANDARD MICROSYSTEMS CORP DE 5.02,9.01 12/06/11
STARTEK INC DE 5.02,9.01 12/02/11
STONE ENERGY CORP DE 7.01,9.01 12/08/11
STREAMLINE HEALTH SOLUTIONS INC. DE 1.01,2.01,2.03,9.01 12/07/11
STUDIO ONE MEDIA, INC. DE 5.02 11/29/11
STUDIO ONE MEDIA, INC. DE 2.03,9.01 12/02/11
SUN COMMUNITIES INC MD 1.01 12/02/11
SUN RIVER ENERGY, INC CO 1.01,9.01 12/04/11
SUNPEAKS VENTURES, INC. 8.01 12/06/11
SUPERIOR ENERGY SERVICES INC DE 8.01,9.01 12/08/11
TEAMSTAFF INC NJ 7.01,9.01 12/08/11
TELEFLEX INC DE 2.01,9.01 12/02/11
TELULAR CORP DE 1.01,8.01,9.01 12/03/11
Tennessee Commerce Bancorp, Inc. TN 8.01 12/08/11
TEXAS INSTRUMENTS INC DE 7.01,9.01 12/08/11
TherapeuticsMD, Inc. UT 9.01 10/04/11 AMEND
TIRE INTERNATIONAL ENVIRONMENTAL SOLU NV 1.01 12/07/11
Total Nutraceutical Solutions, Inc. NV 8.01,9.01 12/05/11
TPG Specialty Lending, Inc. DE 3.02 12/02/11
TRANSATLANTIC HOLDINGS INC DE 8.01 12/07/11
TRICO BANCSHARES / CA 8.01,9.01 12/07/11
TRIO TECH INTERNATIONAL CA 5.07 12/06/11
UC Hub Group Inc NV 1.01,2.01,3.03,5.02, 02/18/11
5.03,9.01
UFood Restaurant Group, Inc. NV 4.01,9.01 12/02/11
UNITED AMERICAN HEALTHCARE CORP MI 9.01 12/07/11
UNITED COMMUNICATIONS PARTNERS INC NV 5.02 12/08/11
United Continental Holdings, Inc. DE 8.01,9.01 12/07/11
UNITED GUARDIAN INC DE 7.01,9.01 12/08/11
USEC INC DE 5.02 12/08/11
VAIL RESORTS INC DE 5.03,5.07,9.01 12/02/11
Verisk Analytics, Inc. DE 1.01,2.03,9.01 12/08/11
Viacom Inc. DE 1.01,2.03,8.01,9.01 12/02/11
VISTA GOLD CORP B0 7.01,9.01 12/06/11
WAL MART STORES INC DE 1.01 12/08/11
Warner Music Group Corp. DE 2.02,7.01,9.01 12/08/11
WELLS REAL ESTATE FUND IX LP GA 1.01 12/06/11
WELLS REAL ESTATE FUND VIII LP GA 1.01 12/06/11
WILEY JOHN & SONS, INC. NY 7.01 10/31/11
Win Global Markets, Inc. NV 1.01,5.02,9.01 12/08/11
WINNEBAGO INDUSTRIES INC IA 7.01 12/08/11
ZALE CORP DE 5.02,5.07,9.01 12/02/11
ZION OIL & GAS INC DE 5.02,9.01 12/05/11
http://www.sec.gov/news/digest/2011/dig120911.htm
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