SEC Seeks Public Comment Prior to Jobs Act Rulemaking
The Securities and Exchange Commission today announced it will begin accepting comments from the public as the agency sets out to make rules required under the recently-signed Jumpstart Our Business Startups (JOBS) Act.
Under a process first utilized with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the public will be able to comment before the agency even proposes its regulatory reform rules and amendments.
The SEC is generally required by law to establish a public comment period at the time it proposes rules or rule amendments. However, similar to the Commission’s action with the Dodd-Frank Act, the public will have an opportunity to voice its views before rules or amendments are proposed under the JOBS Act. The public also will be able to see what others are saying to the agency about these issues.
To facilitate public comment, the SEC is providing a series of links on its website organized by titles of the JOBS Act.
In addition, to ensure full transparency, the SEC will post information on its website about any JOBS Act meetings with interested parties. Staff will request that meeting participants provide an agenda of intended topics in advance, which will become part of the public record. Meeting participants will be encouraged to submit written comments to the public file so that all interested parties have the opportunity to review and consider the views expressed. (Press Rel. 2012-60)
Commission Declares Decision as to Gualario & Co., LLC and Ronald Gualario Final
The Commission has declared final the initial decision of an administrative law judge ordering that, Gualario & Co., LLC, and Ronald Gualario (Respondents) cease and desist from committing or causing any violations or future violations of Section 17(a) of the Securities Act, Sections 10(b) and 15(a)(1) of the Exchange Act and Rule 10b-5 thereunder, and Sections 206(1), 206(2), and 206(4) of the Advisers Act. The law judge further ordered that, Gualario & Co., LLC, and Ronald Gualario, jointly and severally, disgorge $592,249.67 plus prejudgment interest; that Gualario & Co., LLC, and Ronald Gualario, jointly and severally, pay a civil money penalty of $390,000; and barring Ronald Gualario from associating with any broker, dealer, or investment adviser and is prohibited, permanently, from serving or acting as an employee, officer, director, member of an advisory board, investment adviser or depositor of, or principal underwriter for, a registered investment company or affiliated person of such investment adviser, depositor, or principal underwriter.
Ronald Gualario worked in various capacities in the financial industry for several years before founding Gualario & Co., LLC, an investment adviser, in February 1998. He was the owner, sole principal, president and CEO. Gualario & Co., LLC has been a registered investment adviser with the Commission since 2006. Ronald Gualario has never been a registered broker-dealer or associated with one. Gualario & Co.'s principal product was a discretionary large cap equity account, which emphasized S&P 500 stocks. From 2006 to 2007, TD Ameritrade held these individually-managed accounts. By 2007, Respondents had over $40 million in assets under management.
Starting in late 2006 and ending in 2007, Respondents raised over $8 million by selling fraudulent promissory notes and limited partnerships to its investors and misrepresented to the clients, orally and in writing, that the monies raised from selling these notes and partnerships were to be used to start a hedge fund.
A portion of the monies raised from selling the fraudulent promissory notes and limited partnerships was used to start the hedge fund, but by November 2007, most of it had been spent on other unrelated expenditures or lost in risky options trading, mostly in ways that were at odds to the representations Respondents made to the investors. In an attempt to recoup their losses, and without informing their clients that a portion of the funds had been lost through proprietary trading in options, a second set of notes were sold from November 28, 2006 to March 22, 2007. These funds were also used for options trading and subsequently lost. Gualario & Co., LLC was dissolved in 2008.
The law judge found that Respondents' conduct was egregious and recurrent, continuing for more than one year; and, the conduct involved at least a reckless degree of scienter. The law judge further found that Gualario's chosen occupation in the financial industry will present opportunities for future violations. (Rel. 33-9310; 34-66751; IA-3392; IC-30028; File No. 3-14340)
Commission Revokes Registration of Securities of Litewave Corp. For Failure to Make Required Periodic Filings
On April 11, 2012, the Commission revoked the registration of each class of registered securities of Litewave Corp. 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, Litewave Corp. 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 Litewave 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 Litewave Corp.’s securities pursuant to Section 12(j) of the Exchange Act. This Order settled the proceedings brought against Litewave Corp. in In the Matter of JMAR Technologies, Inc., et al., Administrative Proceeding File No. 3-14768.
Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:
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 JMAR Technologies, Inc., et al., Administrative Proceeding File No. 3-14768, Exchange Act Release No. 66447, February 23, 2012. (Rel. 34-66778; File No. 3-14768)
Delinquent Filers’ Stock Registrations Revoked
The registrations of the registered securities of BluePoint Linux Software Corp., China Bottles, Inc., China Hinon Biotech, Inc., China One Holding, Inc., China Private Equity Group, Corporation, Chinese Manufacturers Online Corp., Long-e International, Inc., and Nano Superlattice Technology, 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. 34-66779; File No. 3-14728)
In the Matter of National Stock Transfer, Inc.
On April 11, 2012, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 17A of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (Order) against National Stock Transfer, Inc. (National). The Order finds that on November 9, 2011, National consented to the entry of a judgment enjoining it from violations of Sections 17(a)(3) and 17A(d) of the Securities Exchange Act of 1934 and Rules 17Ad-2, 17f-1, 17f-2(a), 17Ac2-1(c), 17Ac-2-2, 17Ad-6, 17Ad-7, 17Ad-10, 17Ad-13, 17Ad-15(c), 17Ad-17 and 17Ad-19 thereunder, in Securities and Exchange Commission v. National Stock Transfer, et al., Civil No. 2:11-cv-798 (U.S.D.C. Utah).
Based on the above, the Order revokes National’s registration as a transfer agent. National consented to the issuance of the Order without admitting or denying any of the findings in the Order, except it admitted the entry of the injunction. (Rel. 34-66782; File No. 3-14840)
Securities and Exchange Commission Orders Hearing on Registration Suspension or Revocation Against New Century Resources Corp. For Failure to Make Required Periodic Filings
Today the Commission 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 New Century Resources Corp. (New Century Resources) for failure to make required periodic filings with the Commission.
In this Order, the Division of Enforcement (Division) alleges that New Century Resources is delinquent in its 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 Administrative Law Judge will hear evidence from the Division and the Respondent 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 Administrative Law Judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of the Respondent 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. 34-66783; File No. 3-14841)
SEC Obtains Final Judgments on Consent against Diamondback Capital Management LLC
The SEC announced that the Honorable Harold Baer, Jr., United States District Judge, United States District Court for the Southern District of New York, entered a Final Judgment on Consent as to Diamondback Capital Management LLC (“Diamondback”) on April 6, 2012, in the SEC’s insider trading case, SEC v. Spyridon Adondakis, et al., 12-CV-0409 (SDNY) (HB).
The SEC filed its complaint on January 18, 2012, charging two multi-billion dollar hedge fund advisory firms, including Diamondback, as well as seven fund managers and analysts involved in a $78 million insider trading scheme based on nonpublic information about Dell’s quarterly earnings and other similar inside information about Nvidia Corporation.
The SEC’s complaint alleged that in 2008 and 2009, Jesse Tortora, an analyst at Diamondback, obtained inside information about quarterly earnings reports of both Dell and Nvidia and passed that information to Todd Newman, a Diamondback portfolio manager, who used the information to execute trades on behalf of hedge funds managed by Diamondback. These illegal trades in Dell and Nvidia securities resulted in millions of dollars in illicit gains for Diamondback.
The Final Judgment against Diamondback: (1) permanently enjoins the firm from violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”), and Exchange Act Rule 10b-5; and (2) orders it to pay disgorgement of $5,173,000 plus pre-judgment interest of $832,751.35, for a total of $6,005,751.35, provided that the amount Diamondback owes would be credited, dollar for dollar, by amounts paid pursuant to a non-prosecution agreement between Diamondback and the U.S. Attorney’s Office for the Southern District of New York; and (c) orders it to pay a civil penalty in the amount of $3,000,000. [SEC v. Spyridon Adondakis et al., Civil Action 12-CV-0409 (SDNY)(HB)] (LR-22325)
SEC Charges China-Based Company and Others With Stock Manipulation
Securities and Exchange Commission v. AutoChina International Limited, Hui Kai Yan, Rui Ge Dong, Victory First Limited, Rainbow Yield Limited, Yong Qi Li, Ai Xi Ji, Ye Wang, Zhong Wen Zhang, Li Xin Ma, Yong Li Li, and Shu Ling Li 1:12-CV-10643-GAO (District of Massachusetts) (LR-22326)
The Securities and Exchange Commission today charged that AutoChina International Limited and eleven investors, including a senior executive and director at the China-based firm, conducted a market manipulation scheme to create the false appearance of a liquid and active market for AutoChina’s stock.
According to the SEC’s complaint filed in the U.S. District Court for the District of Massachusetts, AutoChina senior executive and director Hui Kai Yan, a former AutoChina manager, and others fraudulently traded AutoChina’s stock to boost its daily trading volume. Starting in October 2010, the defendants and others deposited more than $60 million into U.S.-based brokerage accounts and engaged in hundreds of fraudulent trades over the next three months through these accounts and accounts with a Hong Kong-based broker-dealer. The fraudulent trades included matched orders, where one account sold shares to another account at the same time and for the same price, and wash trades, which resulted in no change of beneficial ownership of the shares. According to the complaint, AutoChina and the other defendants engaged in the scheme after lenders offered AutoChina unfavorable terms for a stock-backed loan due to low trading volume in its stock.
“AutoChina and the other defendants engaged in a brazen manipulation of AutoChina’s stock to obtain favorable loan terms,” said Robert Khuzami, Director of the SEC’s Division of Enforcement. “The SEC will hold accountable publicly-traded companies, including foreign companies, that violate the U.S. securities laws and disrupt the U.S. capital markets.”
David P. Bergers, Director of the SEC’s Boston Regional Office, added, “The investing public has a right to honest and fair markets. Manipulation of stocks has no place in the financial strategies of any public company.”
The SEC complaint alleges that in the three months before the defendants opened the U.S.-based brokerage accounts, the average daily trading volume of AutoChina’s stock was approximately 18,000 shares. From November 1, 2010 through January 31, 2011, the average daily trading volume increased to more than 139,000 shares. On some days, the defendants and related accounts’ trading accounted for as much as 70% of the trading of AutoChina’s stock.
According to the SEC’s complaint, several of the defendants are related to AutoChina’s Chairman and Chief Executive Officer, who at the time of the scheme owned more than 57% of the company. Three of the defendants are siblings of AutoChina’s Chairman and Chief Executive Officer and another is married to one his siblings.
The SEC’s complaint charges AutoChina; Hui Kai Yan; Rui Ge Dong; Victory First Limited; Rainbow Yield Limited; Yong Qi Li; Ai Xi Ji; Ye Wang; Zhong Wen Zhang; Li Xin Ma; Yong Li Li; and Shu Ling Li with violating Section 17(a) of the Securities Act of 1933, Sections 9(a) and 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5. The complaint further alleges that Rui Ge Dong; Victory First Limited; Rainbow Yield Limited; Yong Qi Li; Ai Xi Ji; Ye Wang; Zhong Wen Zhang; Li Xin Ma; Yong Li Li; and Shu Ling Li aided and abetted AutoChina’s violations of Section 17(a) of the Securities Act of 1933, Sections 9(a) and 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5.
The complaint seeks a final judgment permanently enjoining the defendants from committing future violations of these provisions, ordering them to disgorge their ill-gotten gains plus prejudgment interest, imposing financial penalties and barring Hui Kai Yan them from acting as an officer or director of a public company. [SEC v. AutoChina International Limited, Hui Kai Yan, Rui Ge Dong, Victory First Limited, Rainbow Yield Limited, Yong Qi Li, Ai Xi Ji, Ye Wang, Zhong Wen Zhang, Li Xin Ma, Yong Li Li, and Shu Ling Li 1:12-CV-10643-GAO (District of Massachusetts)] (LR-22326); (Press Rel. 2012-59)
Glencoe, Illinois Resident Kenneth A. Dachman Ordered to Pay Over $2 Million For Misappropriation and Offering Fraud
On April 4, 2012, Judge Virginia M. Kendall of the United States District Court for the Northern District of Illinois entered a final judgment by default against Kenneth A. Dachman (Dachman), the former founder and Chairman of Central Sleep Diagnostics, LLC (Central Sleep), Central Sleep Diagnostics of Florida, LLC (Central Sleep Florida), and Advanced Sleep Devices, LLC (Advanced Sleep). Among other things, the Court ordered Dachman to pay disgorgement of over $1.8 million plus prejudgment interest related to his role in an offering fraud and misappropriation scheme.
The SEC’s complaint alleged that between July 2008 and June 2010, Dachman raised at least $3,594,709 from investors in 13 states and 12 foreign countries on behalf of Central Sleep and an additional $567,399 from investors in Central Sleep Florida and Advanced Sleep. According to the complaint, Dachman made numerous misrepresentations to investors while selling the investments, including lying about how investor funds would be used and his academic and business backgrounds. Dachman also failed to tell investors that he had misappropriated at least $1,875,739.42 of their funds, over 45% of the total funds raised. According to the SEC’s complaint, Dachman used investor funds for a variety of personal uses, including renting-to-own a 10,000 square foot home, family vacations to Alaska, Europe and elsewhere, a new Range Rover, rare books, collectibles and antiques, and other personal expenses and credit card bills. Dachman also diverted investor funds to a tattoo parlor that he co-owned with his son-in-law.
The Court’s final judgment against Dachman permanently enjoins him from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, orders Dachman to pay $1,875,739.42 in disgorgement and $194,756.43 in prejudgment interest, and permanently bars him from participating in any offering of penny stock. [SEC v. Kenneth A. Dachman, et al., 1:12-cv-00821 (N.D. Ill.)] (LR-22327)
Default Judgment Entered Against David E. Howard II, Flatiron Capital Partners, LLC, and Flatiron Systems, LLC
The U.S. Securities and Exchange Commission (Commission) announced that on April 6, 2012, the United States District Court for the Central District of California entered a Final Judgment against David E. Howard II, Flatiron Capital Partners, LLC (FCP), and Flatiron Systems, LLC (FS). Between December 2007 and March 2009, FCP and FS operated as investment companies that purported to trade securities using an automated trading system. Howard, a resident of New York City, was a co-managing member of FCP and the sole managing member of FS. The Commission’s complaint alleged, among other things, that, between December 2007 and January 2009, approximately 192 investors, located in at least 38 states, purchased LLC membership interests in FCP and FS. Investors were persuaded through false and misleading statements made by Howard and others to invest approximately $2.15 million in FCP and FS, and in addition, paid approximately $1.1 million in purported license fees for access to the trading systems. Thereafter, Howard misused and/or misappropriated almost $500,000 of the investor money and he and other principals lost the majority of the remaining funds through unsuccessful trading. Investors lost over $3 million in the scheme.
Howard, FCP and FS did not respond to the Commission’s allegations and the court therefore ordered default judgment against them. Howard, FCP and FS have each been enjoined from committing future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. In addition, Howard has been enjoined from future violations of Sections 206(1), 206(2), 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-8 thereunder, and FCP and FS have each been enjoined from future violations of Section 7(1) of the Investment Company Act of 1940. The Judgment also found Howard and FCP jointly and severally liable to pay disgorgement of $487,028 plus prejudgment interest of $79,838.69 on that disgorgement for a total of $566,866.69 and Howard and FS jointly and severally liable to pay disgorgement of $1,124,218.95 plus prejudgment interest of $127,192.86 on that disgorgement for a total of $1,251,411.81. Finally, Howard was ordered to pay a penalty of $390,000. [SEC v. Spyglass Equity Systems, Inc., et al, Case No. 2:11-cv-02371-JAK-MAN (C.D. California)] (LR-22328)
Robert Stinson, Jr., Sentenced to 33 Years in Prison and Ordered to Pay $14 Million in Restitution for Orchestrating Multimillion Dollar Ponzi Scheme
The Commission announced that on April 10, 2012, Robert Stinson, Jr., of Berwyn, Pennsylvania, was sentenced in a parallel criminal action for orchestrating a Ponzi scheme that defrauded at least 263 investors of more than $17 million. Judge Michael M. Baylson of the United States District Court for the Eastern District of Pennsylvania sentenced Stinson to 33 years in federal prison, followed by three years of supervised release, and ordered him to pay more than $14 million in restitution. On August 15, 2011, Stinson pleaded guilty to five counts of wire fraud, four counts of mail fraud, nine counts of money laundering, one count of bank fraud, three counts of filing false tax returns, two counts of obstruction of justice, and two counts of making false statements to federal agents.
On June 29, 2010, the Commission filed a civil injunctive action against Stinson and related persons and entities based on the same conduct, and sought and obtained a Temporary Restraining Order and Order Freezing Assets and the appointment of a receiver. According to the Commission’s complaint, from 2004 through June 2010, Stinson, primarily through Life’s Good, Inc. and Keystone State Capital Corporation, two companies he controlled, sold purported units in four Life’s Good private real estate hedge funds. Stinson falsely claimed that the Life’s Good funds generated annual returns of 10 to 16 percent by originating more than $30 million in commercial mortgage loans, and other investment income gained on the sale of foreclosure and investment properties. The Commission’s complaint alleges that Stinson stole investor funds for his personal use, transferred money to family members and others, and used new investor proceeds to pay existing investors as part of a Ponzi scheme. On June 20, 2011, the United States District Court entered partial summary judgment against Stinson and his co-defendants, finding violations of the federal securities laws and ordering permanent injunctive relief. The court deferred the determination of the amount of disgorgement and prejudgment interest, as well as the imposition of any civil penalties.
For further information, see Litigation Release No. 21584 (June 29, 2010); SEC v. Robert Stinson, Jr., et al., Civil Action No. 10-cv-3130-BMS (E.D. Pa.). [U.S. v. Robert Stinson, Jr., Case No. 2:10-cr-00724-MMB (E.D. Pa.)] (LR-22329)
First Trust Exchange-Traded Fund, et al.
An order has been issued on an application filed by First Trust Exchange-Traded Fund, et al. The order permits: (a) series of certain actively managed open-end management investment companies to issue shares (Shares) redeemable in large aggregations only (Creation Units); (b) secondary market transactions in Shares to occur at negotiated market prices; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days after the tender of Shares for redemption; and (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units. (Rel. IC-30029 - April 10)
Columbia Funds Master Investment Trust, LLC, et al.
An order has been issued on an application filed by Columbia Funds Master Investment Trust, LLC; Columbia Funds Series Trust; Columbia Funds Series Trust I; Columbia Funds Series Trust II; Columbia Funds Variable Insurance Trust; Columbia Funds Variable Insurance Trust I; Columbia Funds Variable Series Trust II; Columbia Management Investment Advisers, LLC; and Columbia Management Investment Distributors, Inc. 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 permits open-end management investment companies relying on Rule 12d1-2 under the Act to invest in certain financial instruments. (Rel. IC-30030 - April 10)
Forward Funds, et al.
An order has been issued on an application filed by Forward Funds, 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 permits funds of funds relying on Rule 12d1-2 under the Act to invest in certain financial instruments. (Rel. IC-30031 - April 10)
Huntington Asset Advisors, Inc., et al.
A notice has been issued giving interested persons until May 7, 2012, to request a hearing on an application filed by Huntington Asset Advisors, Inc., et al., for an order to permit: (a) series of certain actively managed open-end management investment companies to issue shares (Shares) redeemable in large aggregations only (Creation Units); (b) secondary market transactions in Shares to occur at negotiated market prices; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days after the tender of Shares for redemption; (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units; and (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares. (Rel. IC-30032 - April 10)
Immediate Effectiveness of Proposed Rule Change
A proposed rule change filed by NYSE Amex LLC implementing amendments to its Price List to raise the Supplemental Liquidity Provider rebate and raise the NYSE Crossing Session II rate and fee cap (SR-NYSEAmex-2012-20) 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 April 9. (Rel. 34-66776)
Proposed Rule Change
ICE Clear Credit LLC filed a proposed rule change (SR-ICC-2012-04) under Section 19(b)(1) of the Securities Exchange Act of 1934 to add rules related to the clearing of emerging markets sovereign Index CDS. Publication is expected in the Federal Register during the week of April 9. (Rel. 34-66777)
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-3 MModal Inc., 9009 CAROTHERS PARKWAY, FRANKLIN, TN, 37067, 866-295-4600 - 0 ($44,202,038.00) Equity, (File 333-180636 - Apr. 10) (BR. 03C) S-1 KOPJAGGERS INC., 28325 UTICA ROAD, ROSEVILLE, MI, 48066, 321-507-7826 - 9,500,000 ($95,000.00) Equity, (File 333-180637 - Apr. 10) (BR. 02) S-8 MENTOR GRAPHICS CORP, 8005 SW BOECKMAN RD, WILSONVILLE, OR, 97070-7777, 5036857000 - 0 ($57,840,000.00) Equity, (File 333-180638 - Apr. 10) (BR. 03B) S-3ASR Wright Express CORP, 97 DARLING AVENUE, SOUTH PORTLAND, ME, 04106, (207) 773-8171 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-180639 - Apr. 10) (BR. 03C) S-3ASR VORNADO REALTY TRUST, 888 SEVENTH AVE, NEW YORK, NY, 10019, 212-894-7000 - 0 ($0.00) Other, (File 333-180640 - Apr. 10) (BR. 08C) S-8 Matador Resources Co, 5400 LBJ FREEWAY, STE. 1500, DALLAS, TX, 75240, 972-371-5200 - 0 ($53,139,240.00) Equity, (File 333-180641 - Apr. 10) (BR. 04A) S-4 Kentucky First Federal Bancorp, 479 MAIN STREET, HAZARD, KY, 41702, (606) 436-3860 - 811,375 ($6,680,620.00) Equity, (File 333-180642 - Apr. 10) (BR. 07C) S-1 PURE BIOSCIENCE, INC., 1725 GILLESPIE WAY, EL CAJON, CA, 92020, 619-596-8600 - 12,470,711 ($3,242,384.86) Equity, (File 333-180643 - Apr. 10) (BR. 06C) S-1 POSITIVEID Corp, 1690 SOUTH CONGRESS AVENUE, SUITE 200, DELRAY BEACH, FL, 33445, 561-805-8008 - 2,600,000 ($247,000.00) Equity, (File 333-180644 - Apr. 10) (BR. 11C) S-1 POSITIVEID Corp, 1690 SOUTH CONGRESS AVENUE, SUITE 200, DELRAY BEACH, FL, 33445, 561-805-8008 - 4,000,000 ($4,000,000.00) Equity, (File 333-180645 - Apr. 10) (BR. 11C) S-8 KEYNOTE SYSTEMS INC, 777 MARINERS ISLAND BLVD., SAN MATEO, CA, 94404, 650-403-2400 - 0 ($10,125,500.00) Equity, (File 333-180646 - Apr. 10) (BR. 03C) S-3 SunOpta Inc., 2838 BOVAIRD DRIVE WEST, BRAMPTON, A6, L7A 0H2, (905) 455-1990 - 850,000 ($4,768,500.00) Equity, (File 333-180647 - Apr. 10) (BR. 05C) S-3 MITCHAM INDUSTRIES INC, 8141 SH 75 SOUTH, PO BOX 1175, HUNTSVILLE, TX, 77342, 9362912277 - 0 ($150,000,000.00) Unallocated (Universal) Shelf, (File 333-180648 - Apr. 10) (BR. 06B) S-3D FARMERS NATIONAL BANC CORP /OH/, 20 S BROAD STREET, P O BOX 555, CANFIELD, OH, 44406, 3305333341 - 0 ($4,710,000.00) Equity, (File 333-180649 - Apr. 10) (BR. 07B) S-1 HORIZON PHARMA, INC., 520 LAKE COOK ROAD, SUITE 520, DEERFIELD, IL, 60062, 224-383-3000 - 0 ($78,905,783.72) Equity, (File 333-180650 - Apr. 10) (BR. 01B) S-8 HORIZON PHARMA, INC., 520 LAKE COOK ROAD, SUITE 520, DEERFIELD, IL, 60062, 224-383-3000 - 0 ($2,927,775.00) Equity, (File 333-180651 - Apr. 10) (BR. 01B)
Form 8-K is used by companies to file current reports on the following events:
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 1st United Bancorp, Inc. FL 2.01,5.02,7.01,9.01 04/01/12 AMEND ABBOTT LABORATORIES IL 8.01 04/09/12 AFFIRMATIVE INSURANCE HOLDINGS INC DE 3.01 04/05/12 AG Mortgage Investment Trust, Inc. MD 1.01,2.03,9.01 04/10/12 AKORN INC LA 8.01,9.01 04/10/12 ALANCO TECHNOLOGIES INC AZ 2.01,9.01 04/09/12 ALEXANDER & BALDWIN INC HI 2.02,9.01 04/10/12 ALEXANDER & BALDWIN INC HI 8.01,9.01 04/10/12 ALLIANCE DATA SYSTEMS CORP DE 7.01,9.01 04/10/12 Allied Nevada Gold Corp. DE 7.01,9.01 04/09/12 Allied Nevada Gold Corp. DE 7.01,9.01 04/10/12 AMEDISYS INC DE 5.02,9.01 04/05/12 American Energy Development Corp. NV 7.01,9.01 04/10/12 AMERICAN INTERNATIONAL GROUP INC DE 5.02,9.01 04/06/12 American Realty Capital Trust III, In MD 1.01,2.01,9.01 04/05/12 American Standard Energy Corp. DE 1.01,3.02,9.01 04/05/12 American Strategic Minerals Corp NV 2.01,3.02,5.01,5.02, 01/26/12 AMEND 5.03,5.06,5.07,9.01 AMPAL-AMERICAN ISRAEL CORP NY 8.01,9.01 04/10/12 ANALOG DEVICES INC MA 5.02 04/09/12 ANGIOTECH PHARMACEUTICALS INC 1.01 04/04/12 ANWORTH MORTGAGE ASSET CORP MD 3.03,8.01,9.01 04/10/12 API Technologies Corp. DE 2.02,5.02,9.01 04/09/12 APPLIED ENERGETICS, INC. DE 5.07 04/10/12 APPLIED MICRO CIRCUITS CORP DE 1.01 04/05/12 ARQULE INC DE 8.01,9.01 04/10/12 ARRHYTHMIA RESEARCH TECHNOLOGY INC /D DE 1.01,2.03 04/04/12 ASPEN INSURANCE HOLDINGS LTD D0 8.01,9.01 04/03/12 AUSTRALIAN OIL & GAS CORP DE 8.01 04/10/12 AVON PRODUCTS INC NY 5.02,9.01 04/04/12 Bank of Marin Bancorp CA 7.01,9.01 04/10/12 BASIC ENERGY SERVICES INC 1.01,9.01 04/05/12 BENIHANA INC DE 7.01,9.01 04/10/12 BIOLARGO, INC. DE 1.01,9.01 04/09/12 BIOVEST INTERNATIONAL INC DE 7.01,9.01 04/10/12 BLACKHAWK CAPITAL GROUP BDC INC DE 8.01 04/10/12 Blue Earth, Inc. NV 5.03,9.01 04/04/12 Blue Earth, Inc. NV 9.01 09/07/11 AMEND Boston Therapeutics, Inc. DE 8.01,9.01 04/10/12 BRINX RESOURCES LTD 8.01 04/06/12 Bristow Group Inc DE 5.02,9.01 04/05/12 Burger King Holdings Inc DE 7.01,9.01 04/03/12 CAPITAL BANK CORP NC 2.02,9.01 04/09/12 CARDINAL HEALTH INC OH 5.02,7.01,9.01 04/09/12 CAROLINA BANK HOLDINGS INC NC 4.01,9.01 03/20/12 AMEND CARROLLTON BANCORP MD 1.01,3.02,7.01,9.01 04/08/12 CEDAR FAIR L P DE 5.02,8.01,9.01 04/04/12 CEPHEID CA 8.01 04/10/12 Chelsea Therapeutics International, L DE 8.01 04/04/12 CHEVRON CORP DE 2.02 04/10/12 CHURCH & DWIGHT CO INC /DE/ DE 8.01 03/28/12 CITIZENS CAPITAL CORP TX 8.01,9.01 04/10/11 CNO Financial Group, Inc. DE 7.01,9.01 04/09/12 CODORUS VALLEY BANCORP INC PA 8.01,9.01 04/10/12 COLOMBIA ENERGY RESOURCES, INC. DE 8.01 04/06/12 Command Center, Inc. WA 4.02,9.01 04/10/12 Compass Diversified Holdings DE 8.01,9.01 04/10/12 COMPUTER TASK GROUP INC NY 7.01,9.01 04/10/12 CONOLOG CORP DE 1.01,2.03,9.01 03/26/12 CoreSite Realty Corp MD 5.02,9.01 04/10/12 CRACKER BARREL OLD COUNTRY STORE, INC 1.01,3.03,5.03,8.01, 04/10/12 9.01 CRIMSON EXPLORATION INC. 7.01 04/09/12 CROSS COUNTRY HEALTHCARE INC DE 8.01,9.01 04/09/12 CROWN CASTLE INTERNATIONAL CORP DE 8.01,9.01 04/10/12 Cryoport, Inc. NV 5.02,9.01 04/05/12 DATA I/O CORP WA 2.02,8.01,9.01 04/09/12 Digital Realty Trust, Inc. 1.01,3.02,3.03,5.03, 04/04/12 9.01 DIGITALGLOBE INC 5.02 04/04/12 Discover Card Execution Note Trust DE 1.01,9.01 04/09/12 DREW INDUSTRIES INC DE 5.02,9.01 04/09/12 DTE ENERGY CO MI 2.02,7.01,9.01 04/10/12 EAST WEST BANCORP INC 5.02,9.01 04/09/12 EATON VANCE CORP MD 5.02 04/05/12 EMC INSURANCE GROUP INC IA 7.01,9.01 04/10/12 ENTERGY CORP /DE/ DE 5.02 04/09/12 Entia Biosciences, Inc. NV 1.01,9.01 04/04/12 EPAM Systems, Inc. DE 8.01 04/05/12 ePhoto Image, Inc. NV 1.01,2.01,3.02,5.01, 04/06/12 5.02,5.06,9.01 ERESEARCHTECHNOLOGY INC /DE/ DE 1.01,5.02,8.01,9.01 04/09/12 ES Bancshares, Inc. MD 8.01,9.01 03/28/12 FAMILY DOLLAR STORES INC DE 5.02,9.01 04/05/12 FARMER BROTHERS CO CA 1.01,5.02,9.01 03/28/12 AMEND Federal Home Loan Bank of Atlanta X1 2.03 04/10/12 Federal Home Loan Bank of Boston X1 2.03 04/04/12 Federal Home Loan Bank of Chicago X1 2.03 04/04/12 Federal Home Loan Bank of Cincinnati X1 2.03,9.01 04/05/12 Federal Home Loan Bank of Des Moines X1 2.03,9.01 04/06/12 Federal Home Loan Bank of Des Moines X1 7.01,9.01 04/10/12 Federal Home Loan Bank of Indianapoli X1 2.03,9.01 04/10/12 Federal Home Loan Bank of New York X1 2.03,9.01 04/04/12 Federal Home Loan Bank of Pittsburgh PA 2.03,9.01 04/04/12 Federal Home Loan Bank of San Francis X1 2.03 04/04/12 Federal Home Loan Bank of Seattle 2.03 04/04/12 Federal Home Loan Bank of Seattle 5.02 04/05/12 Federal Home Loan Bank of Topeka 2.03,9.01 04/04/12 FIRST CITIZENS BANC CORP /OH OH 2.02 04/10/12 FIRST NATIONAL COMMUNITY BANCORP INC PA 8.01,9.01 04/09/12 FIRST NIAGARA FINANCIAL GROUP INC DE 7.01 04/10/12 FIRST PACTRUST BANCORP INC MD 8.01,9.01 04/10/12 FIRST PACTRUST BANCORP INC MD 8.01,9.01 04/10/12 AMEND Firsthand Technology Value Fund, Inc. 8.01,9.01 04/10/12 FOREVERGREEN WORLDWIDE CORP NV 4.02,9.01 04/04/12 FTI CONSULTING INC MD 5.02,9.01 04/04/12 FX ENERGY INC NV 7.01,9.01 04/10/12 Galena Biopharma, Inc. 8.01 04/10/12 GALLAGHER ARTHUR J & CO DE 7.01,9.01 04/10/12 General Motors Financial Company, Inc TX 5.02,9.01 04/09/12 Genesis Biopharma, Inc NV 2.03,9.01 04/05/12 Global Indemnity plc L2 5.02 04/04/12 GOLDRICH MINING CO AK 1.01,3.02,7.01,9.01 04/03/12 GRANT PARK FUTURES FUND LIMITED PARTN IL 7.01,9.01 04/06/12 GREEN BANKSHARES, INC. TN 2.02,9.01 04/09/12 GREENLITE VENTURES INC NV 1.01,3.02,5.02,9.01 04/04/12 GreenPlex Services, Inc. NV 1.01,3.02,9.01 04/05/12 GROUP 1 AUTOMOTIVE INC DE 7.01,9.01 04/09/12 GULF ISLAND FABRICATION INC LA 8.01,9.01 04/10/12 HAEMONETICS CORP MA 5.02 04/05/12 HANSEN MEDICAL INC DE 8.01 04/10/12 HAWAIIAN ELECTRIC INDUSTRIES INC HI 8.01 04/09/12 HEALTH NET INC DE 8.01 04/04/12 Heckmann Corp DE 8.01,9.01 04/10/12 HELICOS BIOSCIENCES CORP DE 1.01,8.01,9.01 04/06/12 HIGHLANDS BANKSHARES INC /WV/ WV 8.01 04/10/12 HOOKER FURNITURE CORP VA 2.02,9.01 04/10/12 HUNT GLOBAL RESOURCES, INC. CO 5.02,7.01,9.01 04/02/12 IGATE CORP PA 1.01,8.01,9.01 04/03/12 IGATE CORP PA 8.01,9.01 04/10/12 IMPERIAL PETROLEUM INC NV 5.02,9.01 04/04/12 IMPERIAL PETROLEUM INC NV 1.03,9.01 04/04/12 Industrial Income Trust Inc. MD 1.01,9.01 04/06/12 INTERNATIONAL BANCSHARES CORP TX 8.01,9.01 04/10/12 INUVO, INC. NV 7.01,9.01 04/09/12 INVESTMENT TECHNOLOGY GROUP INC DE 8.01,9.01 04/10/12 JACK IN THE BOX INC /NEW/ DE 5.03,9.01 04/09/12 JDA SOFTWARE GROUP INC DE 4.02,9.01 04/10/12 KBS Legacy Partners Apartment REIT, I MD 1.01,2.01,2.03,9.01 04/06/12 Kennedy-Wilson Holdings, Inc. DE 5.02 04/05/12 KRISPY KREME DOUGHNUTS INC NC 5.02,9.01 04/09/12 L & L ENERGY, INC. NV 8.01 04/09/12 LEAP TECHNOLOGY INC / DE DE 1.01,5.02,8.01,9.01 04/09/12 LEVI STRAUSS & CO DE 2.02,9.01 04/10/12 LyondellBasell Industries N.V. P7 1.01,2.03,3.03,5.07, 04/04/12 9.01 MACK CALI REALTY CORP MD 7.01,9.01 04/10/12 MAGNUM OIL INC. NV 8.01 03/26/12 MARATHON OIL CORP DE 1.01,1.02,2.03,9.01 04/06/12 MARINE PRODUCTS CORP DE 8.01,9.01 04/10/12 MATTRESS FIRM HOLDING CORP. DE 1.01,2.02,9.01 04/09/12 Meritage Homes CORP MD 1.01,2.03,8.01,9.01 04/10/12 MERRIMACK PHARMACEUTICALS INC DE 5.02 04/04/12 MEXICO FUND INC MD 7.01,9.01 03/31/12 MFA FINANCIAL, INC. MD 7.01 04/10/12 MONAR INTERNATIONAL INC. NV 1.01,7.01,9.01 04/10/12 NATIONAL TAX CREDIT INVESTORS II CA 8.01 04/05/12 NATURALLY ADVANCED TECHNOLOGIES INC A1 8.01,9.01 04/09/12 NETFLIX INC DE 4.01,9.01 03/21/12 AMEND NEW CENTURY BANCORP INC NC 2.01,8.01,9.01 04/06/12 NEWS CORP 8.01,9.01 04/10/12 Noranda Aluminum Holding CORP DE 5.02 04/04/12 NORTHEAST UTILITIES MA 2.01,5.02,8.01,9.01 04/10/12 NSTAR/MA 2.01,3.01,3.03,5.01, 04/10/12 5.02,9.01 ONEOK INC /NEW/ OK 7.01,9.01 04/10/12 ONEOK Partners LP DE 7.01,9.01 04/10/12 OPNET TECHNOLOGIES INC DE 2.02,9.01 04/10/12 OWENS ILLINOIS INC /DE/ DE 7.01,9.01 04/10/12 OYO GEOSPACE CORP DE 7.01,9.01 04/10/12 PANERA BREAD CO DE 5.02,9.01 04/10/12 PARKE BANCORP, INC. NJ 1.01,9.01 04/09/12 PCS EDVENTURES COM INC ID 5.07,9.01 04/04/12 PEGASUS TEL, INC. DE 3.03 03/28/12 PEGASUS TEL, INC. DE 1.01,1.02,5.03,8.01, 03/21/12 AMEND 9.01 PENFORD CORP WA 2.02,9.01 04/09/12 PENN VIRGINIA RESOURCE PARTNERS L P DE 2.06,7.01,9.01 04/05/12 PINNACLE WEST CAPITAL CORP AZ 7.01,9.01 04/10/12 PLATINUM UNDERWRITERS HOLDINGS LTD D0 2.02,8.01,9.01 04/10/12 PNC FINANCIAL SERVICES GROUP, INC. PA 8.01,9.01 04/10/12 POLYMEDIX, INC DE 5.02 04/10/12 POLYMEDIX, INC DE 1.01,2.03,3.02,9.01 04/10/12 PREMIER EXHIBITIONS, INC. FL 8.01,9.01 04/10/12 PREMIERWEST BANCORP OR 8.01,9.01 04/09/12 PROSPECT CAPITAL CORP MD 7.01 04/10/12 PUMA BIOTECHNOLOGY, INC. DE 5.05,8.01 04/04/12 RealD Inc. DE 8.01,9.01 04/10/12 REGIS CORP MN 2.02,9.01 04/09/12 RETAIL PROPERTIES OF AMERICA, INC. MD 7.01,9.01 04/10/12 Riverview Financial Corp PA 1.01,5.02,9.01 04/04/12 Rosetta Resources Inc. DE 7.01,9.01 04/10/12 RPC INC DE 8.01,9.01 04/10/12 RUBY TUESDAY INC GA 5.02,9.01 04/09/12 RXi Pharmaceuticals Corp DE 1.01 04/03/12 SAFEWAY INC DE 5.02,9.01 04/09/12 Sanomedics International Holdings, In DE 5.02,9.01 03/26/12 SANTARUS INC DE 5.02 04/06/12 SANTARUS INC DE 7.01 04/10/12 SCHMITT INDUSTRIES INC OR 2.02,9.01 04/10/12 SCHOOL SPECIALTY INC WI 5.02,9.01 04/04/12 SCIENTIFIC LEARNING CORP DE 5.02 04/06/12 SIGMA DESIGNS INC CA 1.01,3.03,5.03,9.01 04/09/12 Silver Falcon Mining, Inc. DE 1.01,2.03,9.01 04/10/12 Sino Agro Food, Inc. NV 2.02,7.01,9.01 04/10/12 STANDARD MICROSYSTEMS CORP DE 2.02,9.01 04/10/12 STR HOLDINGS, INC. DE 5.02 04/06/12 STRATS (SM) TRUST FOR JPMORGAN CHASE 8.01,9.01 04/02/12 STRATS SM TRUST FOR IBM CORP SEC SERI 8.01,9.01 03/29/12 Strats(SM) Trust for JPMorgan Chase C 8.01,9.01 04/02/12 STRATS(SM) Trust For Morgan Stanley S 8.01,9.01 04/02/12 STUDIO II BRANDS INC FL 2.01,9.01 03/29/12 AMEND STW RESOURCES HOLDING CORP. NV 4.01 03/30/12 STW RESOURCES HOLDING CORP. NV 1.01,9.01 04/02/12 Summit Hotel Properties, Inc. MD 5.02,9.01 04/06/12 SUPERVALU INC DE 2.02,9.01 04/10/12 SYMANTEC CORP DE 5.02 04/05/12 T.O ENTERTAINMENT, INC. CO 1.01,2.01,3.02,5.01, 01/03/12 AMEND 5.02,5.03,5.06,9.01 TARGACEPT INC 8.01,9.01 04/10/12 Tianli Agritech, Inc. D8 5.02,9.01 04/05/12 TIB FINANCIAL CORP. FL 2.02,9.01 04/09/12 TIBCO SOFTWARE INC DE 5.02 04/06/12 TITAN PHARMACEUTICALS INC DE 1.01,3.03,9.01 04/09/12 Tongli Pharmaceuticals (USA), Inc. DE 5.02,9.01 04/09/12 Towers Watson & Co. DE 5.02,9.01 04/05/12 TOYS R US INC DE 1.01,2.03 04/10/12 TRAILBLAZER RESOURCES INC. NV 3.02,9.01 04/05/12 Transcept Pharmaceuticals Inc DE 5.02 04/04/12 TUESDAY MORNING CORP/DE DE 2.02,9.01 04/10/12 TYCO INTERNATIONAL LTD V8 8.01,9.01 04/10/12 UFood Restaurant Group, Inc. NV 4.02 03/12/12 AMEND UIL HOLDINGS CORP CT 7.01,9.01 04/10/12 UMH PROPERTIES, INC. MD 1.01,3.03,5.03,7.01 04/04/12 UMPQUA HOLDINGS CORP OR 1.01,7.01,8.01,9.01 04/09/12 United Continental Holdings, Inc. DE 8.01,9.01 04/09/12 URANIUM ENERGY CORP NV 7.01,9.01 04/10/12 Valeant Pharmaceuticals International A6 4.01,9.01 04/04/12 Vanity Events Holding, Inc. DE 1.01,2.01,3.02,9.01 03/29/12 VERMILLION, INC. DE 4.01,5.02,9.01 04/04/12 VIROPHARMA INC DE 8.01,9.01 04/09/12 VISUALANT INC NV 8.01 04/04/12 WASHINGTON FEDERAL INC WA 8.01 04/04/12 WAUSAU PAPER CORP. WI 2.03 04/09/12 WEBSTER FINANCIAL CORP DE 5.02,9.01 04/10/12 WEIGHT WATCHERS INTERNATIONAL INC VA 2.03,8.01,9.01 04/09/12 Westinghouse Solar, Inc. DE 3.01 04/04/12 Willbros Group, Inc.\NEW\ 2.02,9.01 04/09/12 WIRELESS AGE COMMUNICATIONS INC NV 2.02,9.01 04/10/12 WIZZARD SOFTWARE CORP /CO CO 1.01,7.01,9.01 04/05/12 WMI HOLDINGS CORP. WA 8.01,9.01 04/03/12 YAHOO INC DE 5.02 04/04/12 Zentric, Inc. NV 1.01,9.01 04/10/12