Jon Rymer Named Interim Inspector General
On May 30, 2012, the Securities and Exchange Commission announced that Jon T. Rymer will serve as Interim Inspector General until the Commission hires a permanent Inspector General. Mr. Rymer, who currently serves as Inspector General of the Federal Deposit Insurance Corporation, will continue his duties at the FDIC’s Office of Inspector General after starting at the SEC on May 30.
Mr. Rymer is a Certified Internal Auditor and a Certified Government Auditing Professional. He currently serves as the Chair of the Audit Committee of the Council of the Inspectors General on Integrity and Efficiency and as Vice Chair of the Council of Inspectors General on Financial Oversight. He also is a member of the Comptroller General’s Advisory Council on Government Auditing Standards.
From 1981 to 1992, Mr. Rymer was an executive at First American National Bank of Tennessee. He was an executive at Boatmen’s Bank of Arkansas from 1992 to 1997. He joined the accounting firm of KPMG LLP in 1997 as a Director and provided services for banking clients on matters of process improvement, assurance processes, and internal auditing. His clients ranged from international banks to community banks, thrifts, and credit unions.
Mr. Rymer has served for more than 31 years in the active and reserve components of the U.S. Army. His awards include the meritorious service medal with oak leaf cluster and the humanitarian service medal. He is a graduate of the U.S. Army’s Inspector General School.
Mr. Rymer is a graduate of the University of Tennessee, where he received a Bachelor of Arts degree in Economics. He also earned a Master of Business Administration degree from the University of Arkansas at Little Rock.
Noelle Maloney, who has served as interim Inspector General since January, will return to her previous role as Deputy Inspector General. (Press Rel. 2012-106)
Closed Meeting on Thursday, June 7, 2012 at 2:00 p.m.
The subject matter of the Closed Meeting scheduled for Thursday, June 7, 2012 will be: institution and settlement of injunctive actions; institution and settlement of administrative proceedings; and other matters relating to enforcement proceedings.
At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 551-5400.
International Asset Group, Inc. Sanctioned
The election of International Asset Group, Inc. (IAG), to be regulated as a business development company has been revoked, and IAG has been ordered to cease and desist from violations of the Investment Company Act of 1940. IAG had repeatedly failed to file required twice-a-year reports with the Securities and Exchange Commission, had failed to maintain a fidelity bond, and had ceased to engage in business. Thus, it violated several crucial provisions of the federal securities laws. The sanctions were ordered in an administrative proceeding before an administrative law judge. (Rel. IC-30088; File No. 3-14825)
In the Matter of Entertainment Capital Corp.
An Administrative Law Judge issued an Order Making Findings, Issuing Cease and Desist, and Imposing Remedial Sanctions by Default (Default Order) in Entertainment Capital Corp., Admin. Proc. 3-14824. The Default Order finds that Entertainment Capital Corp. (Entertainment Capital), a company with securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act) that had elected to be regulated as a business development company, violated the Investment Company Act of 1940, the Exchange Act, and regulations issued pursuant to both statutes and the Securities Act of 1933.
The Default Order requires that Entertainment Capital cease and desist from committing or causing violations, and any future violations, of Section 17(g) of the Investment Company Act and Investment Company Act Rule 17g-1, and Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1 and 13a-13; permanently suspends Entertainment Capital’s Regulation E exemption; and revokes the registration of each class of Entertainment Capital’s registered securities and its election as a business development company. (Rels. 33-9327; 34-67080; IC-30089; File No. 3-14824)
Interim Capital Corp. Sanctioned
The registration of the registered securities of Interim Capital Corp. (ICC) and its election to be regulated as a business development company have been revoked, and ICC has been ordered to cease and desist from violations of the Securities Exchange Act of 1934 and the Investment Company Act of 1940. ICC had repeatedly failed to file required annual and quarterly reports with the Securities and Exchange Commission, had failed to maintain a fidelity bond, and had ceased to engage in business. Thus, it violated several crucial provisions of the federal securities laws. The sanctions were ordered in an administrative proceeding before an administrative law judge. (Rel. 34-67081; IC-30090; File No. 3-14826)
SEC Charges Penny Stock Financiers and Two Public Companies With Illegal Unregistered Stock Distributions
The Securities and Exchange Commission filed a civil injunctive action today in the United States District Court for the Middle District of Florida against Mark A. Lefkowitz, Compass Capital Group, Inc., Mark A. Lopez, Unico, Inc., Steven R. Peacock, Shane H. Traveller, and Advanced Cell Technology, Inc., alleging that they violated the federal securities laws in connection with the unregistered distribution of billions of shares of penny stocks through the repeated misuse of the exemption from registration contained in Section 3(a)(10) of the Securities Act of 1933.
Section 3(a)(10) provides an exemption from registration that permits a company to issue common stock to public investors “in exchange for one or more bona fide outstanding securities, claims or property interests” without having to file a registration statement “where the terms and conditions of such issuance and exchange are approved after a hearing upon the fairness of such terms and conditions” by any court or any governmental authority “expressly authorized by law to grant such approval.” The Complaint alleges that the Section 3(a)(10) exemption was not available for any of the stock offerings at issue because the terms and conditions of the exchanges – including the fact that the issuers were raising capital through such exchanges – were not fully disclosed to the court.
According to the Commission’s Complaint, in or about early 2006, Lefkowitz, a penny stock financier, devised a strategy for penny stock issuers to pay off past due debts while, at the same time, improperly raising additional capital in reliance upon Section 3(a)(10). According to the Complaint, Lefkowitz executed his illegal strategy with Lopez, the chief executive officer of Unico, a penny stock issuer based in California, and William Caldwell IV, the chief executive officer of Advanced Cell Technology, a penny stock issuer based in Massachusetts. The Complaint further alleges that Peacock and Traveller, two penny stock financiers who learned of the illegal strategy from Lefkowitz, executed the strategy with Unico and other penny stock issuers.
The Complaint alleges that from September 9, 2006 through January 29, 2009, in order to satisfy the fairness hearing requirement of Section 3(a)(10), more than fifty pre-settled lawsuits were filed in a Florida state court purportedly to settle past due debts owed by Unico, Advanced Cell, or other penny stock issuers (collectively, the “Penny Stock Issuers”) to Compass Capital Group and several offshore financing entities affiliated with Lefkowitz, and Sequoia International, Inc., an entity affiliated with Peacock and Traveller (collectively, the “Financiers”). The Complaint further alleges that in each case, one of the Penny Stock Issuers entered into a written settlement agreement with one or more of the Financiers whereby the Penny Stock Issuer agreed to issue unrestricted common stock to the Financiers at a substantial discount to the prevailing market price, purportedly to retire the past due debt. The settlement shares allegedly were worth multiple times more than the debt that was to be extinguished and the Financiers agreed to remit monies to the Penny Stock Issuer following the sale of the settlement shares to the public on the open market. According to the Complaint, none of the settlement agreements submitted to the court for approval, disclosed, nor did the parties ever apprise the presiding judges of, the existence of the side agreements, that the market value of the shares to be issued greatly exceeded the debts that were to be extinguished, or that significant sums of monies would be remitted to the Penny Stock Issuers as a result of the Section 3(a)(10) settlements.
According to the Complaint, at the conclusion of each of the hearings, the Florida state court granted a Section 3(a)(10) exemption from registration and, thereafter, unrestricted shares were issued to the Financiers, who quickly sold the shares on the open market to public investors unaware of the dilutive effects of the new stock issuances. Also according to the Complaint, the Financiers subsequently remitted millions of dollars to the Penny Stock Issuers, either directly or through an intermediary, as financing, making it an improper capital raising transaction for the Penny Stock Issuers.
The Complaint alleges that Unico extinguished approximately $4.0 million in past due debts but separately raised more than $9.2 million as a result of monies later remitted to it by the Financiers. Advanced Cell allegedly extinguished $1.1 million in debts while separately raising more than $3.5 million through monies later remitted by or on behalf of the Financiers. The Other Penny Stock Issuers allegedly collectively extinguished approximately $1 million in debts while separately raising more than $1.2 million. The Complaint also alleges that Lefkowitz and his affiliated entities profited by at least $1.7 million from these transactions and that Peacock and Traveller profited by at least $455,000.
The Complaint alleges that Unico filed false and misleading disclosures with the Commission concerning the monies it received from the Financiers and that Unico and Advanced Cell failed to timely disclose the settlement agreements and issuance of over 9 billion and 260 million unregistered shares of their respective common stocks in connection with the Section 3(a)(10) settlements. In addition, the complaint further alleges that Peacock, aided and abetted by Traveller, failed to report his beneficial ownership of more than five percent of the outstanding shares of Unico common stock in December 2006.
The Complaint charges all of the defendants with violations of the securities offering registration provisions, Unico and Advanced Cell with periodic reporting violations, Lopez for aiding and abetting Unico’s periodic reporting violations, Peacock with beneficial ownership reporting violations, and Traveller for aiding and abetting Peacock’s ownership reporting violations. The Commission seeks permanent injunctions, disgorgement of illegal profits with prejudgment interest, and civil penalties as to Unico, Advanced Cell, Peacock, and Traveller; a permanent injunction and a civil penalty as to Lopez; disgorgement of illegal profits with prejudgment interest and civil penalties as to Lefkowitz and Compass Capital; and an order barring Lefkowitz, Compass Capital, Lopez, Peacock, and Traveller from participating in any future offerings of penny stock.
Lefkowitz, Compass Capital, and Traveller previously have been enjoined from violating various provisions of the federal securities laws, including the antifraud provisions, in connection with unrelated conduct that also involved the misuse of an exemption from registration of securities offerings. [SEC v. Mark A. Lefkowitz, Compass Capital Group, Inc., Mark A. Lopez, Unico, Inc., Steven R. Peacock, Shane H. Traveller, and Advanced Cell Technology, Inc., United States District Court for the Middle District of Florida, Civil Action No. 8:12-CV-1210T35MAP] (LR-22381)
SEC Charges Two Individuals in Fraudulent Offering of Investments in Dominican Republic Resorts
The Securities and Exchange Commission charged James B. Catledge and Derek F.C. Elliott, and certain of their related entities, with making material misrepresentations to investors in connection with the unregistered sale of interests in two resorts in the Dominican Republic.
The SEC alleges that Catledge, a Nevada resident, and Elliott, a Canadian citizen and resident of the Toronto area, raised more than $163 million from approximately 1,200 investors between the fall of 2004 and 2009. The securities offered, called “Residence” and “Passport” investments, represented timeshare and ownership interests, respectively, in the Cofresi and Juan Dolio resorts in the Dominican Republic
The complaint alleges that Catledge and Elliott promised investors a secure return of 8% to 12% annually on the Residence investment and 5% on the Passport investment. Investors were assured that their principal was safe, and that they would share in the projected appreciation in the value of the resorts. According to the SEC’s complaint, investor funds were not used to construct the properties, as had been represented, but instead were largely used for other purposes, including the payment of exorbitant undisclosed commissions and promised returns to earlier investors. The SEC alleges that, of the nearly $164 million raised from investors, approximately $59 million (36%) was used to pay commissions to Catledge, Elliott and several of their related entities, among others.
The SEC’s complaint seeks disgorgement of ill-gotten gains, financial penalties, and permanent injunctive relief against Catledge, Elliott, Sun Village Juan Dolio, Inc., EMI Sun Village, Inc. and EMI Resorts (S.V.G.), Inc. to enjoin them from future violations of the federal securities laws. As to Catledge and Elliott only, it also seeks an injunction against acting as an unregistered broker-dealer. The complaint also names D.R.C.I. Trust, which was beneficially owned by Catledge, as a relief defendant in this matter.
The SEC’s investigation was conducted by staff attorney Alison J. Okinaka and senior staff accountant Norman J. Korb in the Commission’s Salt Lake Regional Office. Senior trial counsel Thomas M. Melton is leading the litigation.
The SEC acknowledges the assistance of the Ontario Securities Commission, the U.S. Attorney’s Office for the Northern District of California and the Federal Bureau of Investigation. [SEC v. James B. Catledge, Derek F.C. Elliott, EMI Resorts (S.V.G.) Inc., EMI Sun Village, Inc. and Sun Village Juan Dolio, Inc., Case No. 2:12-cv-00887-JCM-RJJ (USDC Nevada)] (LR-22382)
SEC Charges Two Feeders For One of South Florida’s Largest-Ever Ponzi Schemes
On May 22, 2012, The Securities and Exchange Commission charged two individuals who provided the biggest influx of investor funds into one of the largest-ever Ponzi schemes in South Florida. The SEC alleges that George Levin and Frank Preve, who live in the Fort Lauderdale area, raised more than $157 million from 173 investors in less than two years by issuing promissory notes from Levin’s company and interests in a private investment fund they operated. They used investor funds to purchase discounted legal settlements from former Florida attorney Scott Rothstein through his prominent law firm Rothstein Rosenfeldt and Adler PA. However, the settlements Rothstein sold were not real and the supposed plaintiffs and defendants did not exist. Rothstein simply used the funds in classic Ponzi scheme fashion to make payments due other investors and support his lavish lifestyle. Rothstein’s Ponzi scheme collapsed in October 2009, and he is currently serving a 50-year prison sentence.
According to the SEC’s complaint filed in federal court in Miami, Levin and Preve began raising money to purchase Rothstein settlements in 2007 by offering investors short-term promissory notes issued by Levin’s company – Banyon 1030-32 LLC. In 2009, seeking additional funds from investors, they formed a private investment fund called Banyon Income Fund LP that invested exclusively in Rothstein’s settlements. Banyon 1030-32 served as the general partner of the fund, and its profit was generated from the amount by which the settlement discounts obtained from Rothstein exceeded the rate of return promised to investors.
The SEC alleges that the offering materials for the promissory notes and the private fund contained material misrepresentations and omissions. They misrepresented to investors that prior to any settlement purchase, Banyon 1030-32 would obtain certain documentation about the settlements to ensure the safety of the investments. Levin and Preve, however, knew or were reckless in not knowing that Banyon 1030-32 often purchased settlements from Rothstein without obtaining any documentation whatsoever.
Furthermore, Banyon Income Fund’s private placement memorandum misrepresented that the fund would be a continuation of a successful business strategy pursued by Banyon 1030-32 during the prior two-and-a-half years. Levin and Preve failed to disclose that by the time the Banyon Income Fund offering began in May 2009, Rothstein had already ceased making payments on a majority of the prior settlements Levin and his entities had purchased. They also failed to inform investors that Levin’s ability to recover his prior investments from Rothstein was contingent on his ability to raise at least $100 million of additional funding to purchase more settlements from Rothstein.
The SEC’s complaint charges Levin and Preve with violating Section 5(a), 5(c), and 17(a) of the Securities Act of 1933, and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934. The SEC is seeking disgorgement of ill gotten gains, financial penalties, and permanent injunctive relief against Levin and Preve to enjoin them from future violations of the federal securities laws. [SEC v. George G. Levin and Frank J. Preve, Civil Action No. 1:12-cv-21917 (U.S. District Court for the Southern District of Florida)] (LR-22383)
Destra Capital Investments LLC and Destra Unit Investment Trust
An order has been issued on an application filed by Destra Capital Investments LLC (Destra) and Destra Unit Investment Trust under Section 6(c) of the Investment Company Act of 1940 (Act) for exemptions from Sections 2(a)(32), 2(a)(35), 14(a), 19(b), 22(d) and 26(a)(2)(C) of the Act and Rules 19b-1 and 22c-1 under the Act, and under Sections 11(a) and 11(c) of the Act to approve certain offers of exchange and rollover privileges. The order would permit certain unit investment trusts to: (a) impose sales charges on a deferred basis and waive the deferred sales charge in certain cases; (b) offer unitholders certain exchange and rollover privileges; (c) publicly offer units without requiring Destra to take for its own account or place with others $100,000 worth of units; and (d) distribute capital gains resulting from the sale of portfolio securities within a reasonable time after receipt. (Rel. IC-30087 – May 30)
A proposed rule change filed by The NASDAQ Stock Market LLC to delay the implementation date for its Excess Order Fee (SR-NASDAQ-2012-064) 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 June 4. (Rel. 34-67068)
A proposed rule change filed by NASDAQ OMX BX, Inc. (SR-BX-2012-037) relating to a waiver of fees for BX Options participants 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 June 4. (Rel. 34-67074)
Designation of Longer Period For Commission Action
The Commission has designated a longer period for Commission action under Section 19(b)(2) of the Securities Exchange Act of 1934 on a proposed rule change (SR-NYSEArca-2012-28) filed by NYSE Arca, Inc. to list and trade shares of the JPM XF Physical Copper Trust pursuant to NYSE Arca Equities Rule 8.201. Publication is expected in the Federal Register during the week of June 4. (Rel. 34-67075)
Proposed Rule Changes
The NASDAQ Stock Market LLC has filed a proposed rule change (SR-NASDAQ-2012-062) pursuant to Section 19(b) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to modify the exception that allows a non-independent director to serve on a listed company’s audit committee, compensation committee or nominations committee under exceptional and limited circumstances. Publication is expected in the Federal Register during the week of June 4. (Rel. 34-67076)
Financial Industry Regulatory Authority, Inc. filed a proposed rule change (SR-FINRA-2012-025) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to adopt FINRA rule 5270 (Front Running of Block Transactions) in the consolidated FINRA rulebook. Publication is expected in the Federal Register during the week of June 4. (Rel. 34-67079)
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 Monster Offers, PO BOX 1092, BONSALL, CA, 92003, 760-208-4905 - 400,000 ($360,000.00) Equity, (File 333-181746 - May. 30) (BR. 03A) S-1 SLAVIA, CORP., 2360 CORPORATE CIRCLE STE 400, HENDERSON, NV, 89074-7722, 01179021768840 - 2,000,000 ($80,000.00) Equity, (File 333-181747 - May. 30) (BR. 11) S-3 ZAGG Inc, 3855 S 500 W., SUITE J, SALT LAKE CITY, UT, 84115, 801-263-0699 - 2,380,902 ($113,570,824.00) Equity, (File 333-181748 - May. 30) (BR. 02C) S-3ASR EXELON CORP, PO BOX 805398, CHICAGO, IL, 60680-5398, 3123947399 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-181749 - May. 30) (BR. 02B) S-8 AXCELIS TECHNOLOGIES INC, 108 CHERRY HILL DRIVE, BEVERLY, MA, 01915, 978 232 4001 - 0 ($3,801,900.00) Equity, (File 333-181750 - May. 30) (BR. 10A) S-8 PPL Corp, TWO N NINTH ST, ALLENTOWN, PA, 18101-1179, 610-774-5151 - 0 ($276,400,000.00) Equity, (File 333-181752 - May. 30) (BR. 02B) S-8 HARLEY DAVIDSON INC, 3700 W JUNEAU AVE, MILWAUKEE, WI, 53208, 4143424680 - 0 ($472,700,000.00) Equity, (File 333-181761 - May. 30) (BR. 05B) S-3ASR ENDOLOGIX INC /DE/, 11 STUDEBAKER, IRVINE, CA, 92618, 9495957200 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-181762 - May. 30) (BR. 10A) S-8 THERAVANCE INC, 901 GATEWAY BLVD, SOUTH SAN FRANCISCO, CA, 94080, 6508086000 - 0 ($371,176,764.00) Equity, (File 333-181763 - May. 30) (BR. 01A) S-8 CYTORI THERAPEUTICS, INC., 3020 CALLAN ROAD, SAN DIEGO, CA, 92121, 8584580900 - 500,000 ($955,000.00) Equity, (File 333-181764 - May. 30) (BR. 10A) S-8 Fuel Systems Solutions, Inc., 3030 SOUTH SUSAN STREET, SANTA ANA, CA, 92704, 714-656-1300 - 0 ($4,623,000.00) Equity, (File 333-181765 - May. 30) (BR. 05B) S-3ASR BIOMARIN PHARMACEUTICAL INC, 105 DIGITAL DRIVE, NOVATO, CA, 94949, 4155066700 - 0 ($0.00) Equity, (File 333-181766 - May. 30) (BR. 01B) S-3ASR EAGLE MATERIALS INC, 3811 TURTLE CREEK BLVD, SUITE 1100, DALLAS, TX, 75219, 214-432-2000 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-181767 - May. 30) (BR. 06A) S-8 Intermec, Inc., 6001 36TH AVENUE WEST, EVERETT, WA, 98203-1264, 425-265-2400 - 0 ($8,460,000.00) Equity, (File 333-181768 - May. 30) (BR. 03B) F-10 TORONTO DOMINION BANK, 66 WELLINGTON ST., 4TH FL, TD BANK TOWER, TORONTO, ONTARIO, A6, M5K 1A2, 4169828222 - 0 ($15,000,000,000.00) Debt, (File 333-181769 - May. 30) (BR. 12A) S-3ASR ALLEGHENY TECHNOLOGIES INC, 1000 SIX PPG PLACE, PITTSBURGH, PA, 15222, 4123942800 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-181770 - May. 30) (BR. 06A) S-8 Graymark Healthcare, Inc., 204 N. ROBINSON, SUITE 400, OKLAHOMA CITY, OK, 73102, 4056015300 - 0 ($816,300.00) Equity, (File 333-181771 - May. 30) (BR. 01B) S-8 CASS INFORMATION SYSTEMS INC, 13001 HOLLENBERG DR., BRIDGETON, MO, 63044, 3145055500 - 500,000 ($18,880,000.00) Equity, (File 333-181772 - May. 30) (BR. 02A) S-1 GREENMAN TECHNOLOGIES INC, 7 KIMBALL LANE, BUILDING A, LYNNFIELD, MA, 01940, 7812242411 - 47,255,820 ($32,133,958.00) Equity, (File 333-181773 - May. 30) (BR. 06A) S-1 MAGNEGAS CORP, 150 RAINVILLE ROAD, TARPON SPRINGS, FL, 34689, (727) 932-9593 - 0 ($13,000,000.00) Equity, (File 333-181775 - May. 30) (BR. 10B) S-8 LIN TV CORP., ONE WEST EXCHANGE STREET, SUITE 5A, PROVIDENCE, RI, 02903, 401.454.2880 - 0 ($8,775,900.00) Equity, (File 333-181776 - May. 30) (BR. 11A)
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 ----------------------------------------------------------------------------------------- 3DICON CORP 8.01,9.01 05/29/12 A123 SYSTEMS, INC. DE 1.01,2.03,3.02,5.07, 05/23/12 9.01 A123 SYSTEMS, INC. DE 8.01,9.01 05/30/12 ACELRX PHARMACEUTICALS INC DE 1.01,3.02,9.01 05/29/12 ACETO CORP NY 8.01,9.01 05/29/12 ACTIVE NETWORK INC DE 5.02,5.07,9.01 05/23/12 AETHLON MEDICAL INC NV 8.01 05/29/12 AGL RESOURCES INC GA 8.01 05/30/12 AGR TOOLS, INC. NV 1.01,9.01 05/29/12 ALLIANCE DATA SYSTEMS CORP DE 7.01,9.01 05/30/12 Alternative Energy Partners, Inc. FL 2.01,9.01 05/30/12 American Water Works Company, Inc. DE 7.01 05/30/12 AMPAL-AMERICAN ISRAEL CORP NY 5.07 05/30/12 AMREP CORP. OK 3.01,9.01 05/29/12 ANGEION CORP/MN MN 7.01 05/30/12 AP PHARMA INC /DE/ DE 5.07 05/29/12 APPLIED MATERIALS INC /DE DC 1.01,2.03,9.01 05/25/12 Applied Minerals, Inc. DE 5.02,9.01 05/25/12 ARCA biopharma, Inc. DE 5.07 05/25/12 Ardea Biosciences, Inc./DE DE 7.01,9.01 05/30/12 ARK RESTAURANTS CORP NY 8.01,9.01 05/29/12 ASSISTED LIVING CONCEPTS INC NV 5.02,9.01 05/29/12 ATWOOD OCEANICS INC TX 5.02,5.03,9.01 05/24/12 BANCTRUST FINANCIAL GROUP INC AL 1.02 05/28/12 BANK JOS A CLOTHIERS INC /DE/ DE 2.02,9.01 05/30/12 Billet Finder Inc NV 5.02,9.01 05/29/12 BIO-PATH HOLDINGS INC UT 8.01,9.01 05/29/12 Bioflamex Corp NV 1.01,5.02,9.01 05/29/12 BIOLASE TECHNOLOGY INC DE 1.01,2.03,8.01,9.01 05/24/12 BLYTH INC DE 5.02 05/29/12 Booz Allen Hamilton Holding Corp DE 2.02,9.01 05/30/12 BRINKS CO VA 7.01,9.01 05/30/12 BROADVIEW NETWORKS HOLDINGS INC DE 8.01,9.01 05/30/12 BTU INTERNATIONAL INC DE 5.07 05/25/12 Builders FirstSource, Inc. DE 5.07 05/23/12 Capital Group Holdings, Inc. MN 4.01,9.01 04/26/12 AMEND CAPITALSOURCE INC DE 8.01 05/30/12 CARROLS RESTAURANT GROUP, INC. 8.01,9.01 05/30/12 Carter Validus Mission Critical REIT, MD 7.01,9.01 05/30/12 CATALYST HEALTH SOLUTIONS, INC. DE 8.01 05/30/12 CATALYST HEALTH SOLUTIONS, INC. DE 8.01 05/30/12 CATERPILLAR FINANCIAL SERVICES CORP DE 8.01,9.01 05/30/12 CENTURYLINK, INC LA 5.07,9.01 05/23/12 CHART INDUSTRIES INC DE 7.01,9.01 05/30/12 CHASE BANK USA, NATIONAL ASSOCIATION DE 8.01,9.01 05/29/12 Chefs' Warehouse, Inc. DE 5.02,9.01 05/24/12 Chesapeake Lodging Trust MD 5.02,5.07,8.01,9.01 05/25/12 CHINA AUTOMOTIVE SYSTEMS INC DE 1.02,9.01 05/25/12 Chino Commercial Bancorp CA 5.07 05/24/12 CHRISTOPHER & BANKS CORP DE 2.02,7.01,9.01 05/10/12 AMEND CIRRUS LOGIC INC DE 5.02,5.03 05/29/12 CITIZENS HOLDING CO /MS/ MS 7.01,9.01 05/29/12 COLDWATER CREEK INC DE 2.02,9.01 05/30/12 Cole Credit Property Trust III, Inc. MD 5.02,9.01 05/25/12 COLUMBUS MCKINNON CORP NY 2.02,9.01 05/24/12 COMM 2012-CCRE1 Mortgage Trust DE 8.01,9.01 05/30/12 COMPETITIVE TECHNOLOGIES INC DE 5.02,5.07 05/30/12 Conmed Healthcare Management, Inc. DE 5.07,9.01 05/24/12 Consolidated Communications Holdings, DE 8.01,9.01 05/29/12 CONSUMER PORTFOLIO SERVICES INC CA 1.01,9.01 03/30/12 AMEND CONSUMER PORTFOLIO SERVICES INC CA 1.01,2.03,9.01 05/11/12 AMEND COPART INC CA 2.02,9.01 05/29/12 CORVEL CORP DE 2.02,9.01 05/30/12 Covidien plc 1.01,8.01,9.01 05/22/12 CPI CORP DE 1.01 05/24/12 DAKTRONICS INC /SD/ SD 2.02,7.01,9.01 05/30/12 Data Storage Corp NV 8.01,9.01 05/20/12 Daulton Capital Corp. NV 1.01,1.02,5.01,5.02, 05/30/12 9.01 DELCATH SYSTEMS INC DE 3.03,5.07 05/23/12 Diamond Foods Inc DE 1.01,2.03,3.02,5.02, 05/29/12 9.01 DIGITALGLOBE INC 5.02 05/30/12 Diversified Restaurant Holdings, Inc. NV 1.01,5.07 05/24/12 DOLE FOOD CO INC DE 5.02,5.07 05/29/12 DYNAMIC MATERIALS CORP DE 5.02,5.07,9.01 05/24/12 DYNEGY INC. DE 7.01,9.01 05/30/12 EAGLE ROCK ENERGY PARTNERS L P DE 8.01,9.01 05/30/12 EAGLE ROCK ENERGY PARTNERS L P DE 1.01,9.01 05/30/12 EASTMAN CHEMICAL CO DE 8.01,9.01 05/29/12 EASTMAN KODAK CO NJ 9.01 05/30/12 EASYLINK SERVICES INTERNATIONAL CORP DE 2.02,9.01 05/30/12 EDELMAN FINANCIAL GROUP INC. TX 8.01,9.01 05/30/12 EL PASO CORP/DE DE 2.01,3.01,3.03,4.01, 05/24/12 5.01,5.02,5.03,8.01, 9.01 ENDEAVOUR INTERNATIONAL CORP NV 1.01,2.03,3.02,9.01 05/23/12 ENDOLOGIX INC /DE/ DE 5.02,5.07,9.01 05/30/12 ENVIRONMENTAL SOLUTIONS WORLDWIDE INC FL 8.01 05/22/12 ENVIVIO INC DE 2.02,9.01 05/30/12 EPIQ SYSTEMS INC MO 8.01,9.01 05/30/12 F5 NETWORKS INC WA 5.02,9.01 05/25/12 FBR & Co. VA 7.01 05/30/12 Federal Home Loan Bank of Cincinnati X1 2.03,9.01 05/23/12 Federal Home Loan Bank of Des Moines X1 2.03,9.01 05/24/12 Fibrocell Science, Inc. DE 1.01,3.02,9.01 05/30/12 Fidelity National Financial, Inc. 5.07 05/23/12 FINISH LINE INC /IN/ IN 8.01,9.01 05/30/12 FIRST BANCSHARES INC /MS/ MS 5.07 05/29/12 First Financial Northwest, Inc. WA 8.01,9.01 05/24/12 FIRST INTERSTATE BANCSYSTEM INC MT 5.07 05/23/12 FIRST POTOMAC REALTY TRUST MD 5.02,5.07,9.01 05/23/12 FIRST REPUBLIC PREFERRED CAPITAL CORP 8.01 05/30/12 FLATBUSH FEDERAL BANCORP INC 5.07,9.01 05/24/12 FNBH BANCORP INC MI 5.07 05/24/12 FOCUS GOLD Corp 5.02 04/03/12 FRANKLIN ELECTRIC CO INC IN 7.01,9.01 05/30/12 Fresh Market, Inc. DE 2.02,9.01 05/30/12 FriendFinder Networks Inc. NV 5.07 05/30/12 FS Energy & Power Fund DE 1.01,2.03,9.01 05/30/12 GALECTIN THERAPEUTICS INC NV 5.02,5.03,5.07,8.01, 05/23/12 9.01 Galena Biopharma, Inc. 8.01 05/30/12 General Moly, Inc DE 8.01,9.01 05/30/12 GETTY REALTY CORP /MD/ MD 5.07 05/24/12 Gevo, Inc. DE 8.01,9.01 05/24/12 Global Telecom & Technology, Inc. DE 1.01,2.03,9.01 05/23/12 GlyEco, Inc. NV 1.01,9.01 05/24/12 Gold & Gemstone Mining Inc. NV 1.01,9.01 05/25/12 Gordmans Stores, Inc. DE 5.07 05/29/12 Greektown Superholdings, Inc. DE 1.01,8.01,9.01 05/24/12 Greenwood Gold Resources, Inc. NV 5.02 05/25/12 Guru Health Inc NV 1.01,2.03,9.01 05/18/12 HALCON RESOURCES CORP DE 5.02 05/16/12 AMEND HAMPTON ROADS BANKSHARES INC VA 7.01,9.01 05/30/12 HANDY & HARMAN LTD. DE 1.01,5.07 05/23/12 Hanesbrands Inc. MD 7.01,9.01 05/30/12 HAWKINS INC MN 2.02,9.01 05/30/12 HEALTH CARE REIT INC /DE/ DE 1.01,2.03,9.01 05/24/12 HEALTH NET INC DE 7.01 05/29/12 HEALTHCARE TRUST OF AMERICA, INC. MD 7.01,9.01 05/30/12 HEALTHSTREAM INC TN 5.07 05/24/12 HECLA MINING CO/DE/ DE 5.07,8.01 05/24/12 HERSHA HOSPITALITY TRUST MD 5.02,5.07 05/24/12 HEXCEL CORP /DE/ DE 1.01,2.03,9.01 05/25/12 IEC ELECTRONICS CORP DE 1.01,5.02,9.01 05/23/12 IMPERVA INC DE 1.01,2.03,9.01 05/24/12 INDEPENDENT BANK CORP /MI/ MI 1.01,9.01 05/23/12 INNERWORKINGS INC 8.01 05/30/12 INSMED INC VA 8.01,9.01 05/30/12 Intrepid Potash, Inc. DE 5.02,5.07,9.01 05/29/12 ION GEOPHYSICAL CORP DE 1.01,2.03,9.01 05/29/12 IPC The Hospitalist Company, Inc. DE 8.01 05/30/12 J CREW GROUP INC DE 2.02,9.01 05/30/12 KADANT INC DE 5.07 05/23/12 KAMAN CORP CT 7.01,9.01 05/30/12 KATY INDUSTRIES INC DE 5.07 05/24/12 KINDER MORGAN, INC. DE 2.01,5.02,5.03,8.01, 05/24/12 9.01 LAMPERD LESS LETHAL INC NV 8.01 05/30/12 LEFT BEHIND GAMES INC. WA 7.01,9.01 05/30/12 LIME ENERGY CO. DE 5.02,9.01 05/24/12 LIMITED BRANDS INC DE 5.07 05/24/12 LIONS GATE ENTERTAINMENT CORP /CN/ A1 2.02,9.01 05/30/12 LOUISIANA BANCORP INC LA 8.01,9.01 05/29/12 LSB INDUSTRIES INC DE 5.07 05/24/12 LTC PROPERTIES INC MD 1.01,7.01,9.01 05/25/12 MAGELLAN PETROLEUM CORP /DE/ DE 1.01,2.01,9.01 05/30/12 Mandalay Digital Group, Inc. DE 5.02,5.07,9.01 05/18/12 Market Leader, Inc. WA 5.07 05/24/12 MARKWEST ENERGY PARTNERS L P 8.01 05/29/12 MARKWEST ENERGY PARTNERS L P 7.01,9.01 05/30/12 MARLIN BUSINESS SERVICES CORP 5.07 05/23/12 MARTHA STEWART LIVING OMNIMEDIA INC DE 5.07 05/23/12 MARTIN MARIETTA MATERIALS INC NC 5.07 05/24/12 Mattersight Corp DE 5.02,9.01 05/23/12 MEMC ELECTRONIC MATERIALS INC DE 5.02,5.07,8.01 05/25/12 MGT CAPITAL INVESTMENTS INC DE 1.01,3.02,7.01,9.01 05/24/12 Molycorp, Inc. DE 1.01,2.03,9.01 05/25/12 MSCI Inc. DE 5.02,9.01 05/29/12 NANOMETRICS INC DE 5.02,5.07 05/24/12 Native American Energy Group, Inc. DE 1.01,8.01,9.01 05/29/12 NAVARRE CORP /MN/ MN 5.02,7.01,9.01 05/25/12 NCI BUILDING SYSTEMS INC DE 2.02,9.01 05/30/12 NCR CORP MD 5.02,9.01 05/23/12 NEWS CORP 8.01,9.01 05/30/12 Niska Gas Storage Partners LLC DE 2.02,9.01 05/30/12 NORTHERN ILLINOIS GAS CO /IL/ /NEW/ IL 5.02 05/30/12 NORTHSTAR ELECTRONICS INC DE 1.01,9.01 05/30/12 NorthStar Real Estate Income Trust, I MD 8.01 05/23/12 NORTHWEST NATURAL GAS CO OR 5.02,5.03,5.07,8.01 05/24/12 OMNI VENTURES INC KS 1.01 05/29/12 PALADIN REALTY INCOME PROPERTIES INC MD 8.01 05/30/12 PAM TRANSPORTATION SERVICES INC DE 5.02,5.07 05/24/12 PARK OHIO HOLDINGS CORP OH 5.02,5.07,9.01 05/24/12 Park Sterling Corp NC 8.01,9.01 05/30/12 PATRICK INDUSTRIES INC IN 5.07 05/24/12 PennyMac Mortgage Investment Trust MD 1.01,2.03,9.01 05/24/12 PEP BOYS MANNY MOE & JACK PA 1.01,1.02,8.01,9.01 05/29/12 PEPCO HOLDINGS INC DE 7.01,9.01 05/30/12 PG&E CORP CA 7.01,9.01 05/29/12 Philip Morris International Inc. VA 8.01,9.01 05/22/12 Piedmont Office Realty Trust, Inc. MD 5.07 05/24/12 PIMI AGRO CLEANTECH, INC. DE 5.02,5.03,9.01 05/23/12 PIMI AGRO CLEANTECH, INC. DE 5.02,5.03,9.01 05/23/12 AMEND Plures Technologies, Inc./DE DE 3.02,9.01 05/25/12 POPULAR INC 3.03,8.01,9.01 05/29/12 POWERWAVE TECHNOLOGIES INC DE 8.01 05/23/12 PREMIERWEST BANCORP OR 5.07 05/29/12 PRIVATE MEDIA GROUP INC NV 1.01,2.01,3.02,5.02 05/23/12 PUBLIC SERVICE ENTERPRISE GROUP INC NJ 7.01,9.01 05/30/12 QAD INC DE 2.02,9.01 05/30/12 QUALITY SYSTEMS, INC CA 5.02,8.01,9.01 05/23/12 QUANTUM SOLAR POWER CORP. 1.01,2.03,7.01,9.01 05/23/12 RADIAN GROUP INC DE 5.07 05/30/12 RBC Bearings INC 2.02,9.01 05/30/12 RED HAT INC DE 5.02,9.01 05/23/12 Red Lion Hotels CORP WA 5.02,5.07 05/23/12 RED TRAIL ENERGY, LLC 8.01,9.01 05/26/12 REX AMERICAN RESOURCES Corp DE 2.02,9.01 05/30/12 ROCKWELL MEDICAL TECHNOLOGIES INC MI 5.02,5.07 05/24/12 ROWAN COMPANIES PLC X0 7.01,9.01 05/30/12 ROWAN COMPANIES PLC X0 7.01,9.01 05/30/12 RTI INTERNATIONAL METALS INC OH 1.01,2.03,3.03,9.01 05/23/12 RUBICON FINANCIAL INC NV 8.01 05/29/12 RUDOLPH TECHNOLOGIES INC DE 7.01,9.01 05/30/12 rue21, inc. DE 5.02,9.01 05/29/12 SAFETY INSURANCE GROUP INC DE 5.07 05/23/12 SAVIENT PHARMACEUTICALS INC DE 5.07 05/22/12 SemGroup Corp DE 5.07 05/23/12 SEYCHELLE ENVIRONMENTAL TECHNOLOGIES NV 7.01,9.01 05/30/12 Shengkai Innovations, Inc. FL 5.02,9.01 05/30/12 Sino Agro Food, Inc. NV 2.02,7.01 05/30/12 SKYWEST INC UT 8.01,9.01 05/23/12 SL INDUSTRIES INC NJ 1.01,9.01 05/29/12 Smart Kids Group Inc. FL 1.01,2.01,3.02,5.01, 04/30/12 AMEND 5.02,5.03,9.01 SMART ONLINE INC DE 2.03,3.02 05/25/12 SMARTHEAT INC. NV 5.02,9.01 05/25/12 SOUTHERN MICHIGAN BANCORP INC MI 7.01,9.01 05/30/12 SOUTHWEST BANCORP INC OK 5.03,9.01 05/24/12 Spine Pain Management, Inc DE 8.01 05/25/12 Sport Tech Enterprises, Inc. NV 5.02,5.03,5.07,9.01 05/21/12 Stalar 2, Inc. DE 1.02 05/30/12 STARWOOD HOTEL & RESORTS WORLDWIDE, I MD 8.01 05/30/12 Stereotaxis, Inc. DE 5.02,8.01,9.01 05/24/12 Strategic Storage Trust, Inc. MD 7.01,9.01 05/30/12 StrikeForce Technologies Inc. NJ 7.01,9.01 05/30/12 STRUCTURED PRODUCTS CORP CORTS TR FOR DE 8.01,9.01 04/30/12 SUFFOLK BANCORP NY 5.02,5.07,9.01 05/29/12 SunOpta Inc. 1.01,9.01 05/30/12 Support.com, Inc. DE 5.02,5.07 05/23/12 Sur Ventures, Inc. NV 1.01,2.03,9.01 05/29/12 SUTRON CORP VA 1.01,2.01,8.01,9.01 05/23/12 SYNERGETICS USA INC 7.01,9.01 05/30/12 SYNTHESIS ENERGY SYSTEMS INC DE 7.01,9.01 05/30/12 Synthetic Biologics, Inc. NV 4.02,9.01 05/01/12 AMEND SYNTROLEUM CORP DE 8.01 05/29/12 TAKEDOWN ENTERTAINMENT INC. NV 8.01 05/14/12 Targa Resources Corp. DE 5.07 05/25/12 Teavana Holdings Inc 2.02,9.01 05/30/12 TELETECH HOLDINGS INC DE 5.07 05/24/12 TICC Capital Corp. MD 1.01,9.01 05/30/12 TIVO INC DE 2.02,9.01 05/30/12 TrackSoft Systems, Inc. WY 5.07 05/23/12 TransDigm Group INC DE 7.01,9.01 05/30/12 TrovaGene Inc. DE 8.01,9.01 05/30/12 TUFCO TECHNOLOGIES INC DE 5.07 05/23/12 UDR, Inc. MD 8.01,9.01 05/29/12 United States 12 Month Natural Gas Fu 7.01,9.01 05/30/12 United States 12 Month Oil Fund, LP 7.01,9.01 05/30/12 United States Brent Oil Fund, LP DE 7.01,9.01 05/30/12 United States Commodity Index Funds T DE 7.01,9.01 05/30/12 United States Gasoline Fund, LP DE 7.01,9.01 05/30/12 United States Heating Oil Fund, LP DE 7.01,9.01 05/30/12 United States Natural Gas Fund, LP 7.01,9.01 05/30/12 United States Oil Fund, LP DE 7.01,9.01 05/30/12 United States Short Oil Fund, LP DE 7.01,9.01 05/30/12 URS CORP /NEW/ DE 5.02,5.07,9.01 05/24/12 VAALCO ENERGY INC /DE/ DE 5.02,9.01 05/29/12 AMEND VALLEY FORGE COMPOSITE TECHNOLOGIES, FL 1.01,8.01,9.01 05/30/12 Vanda Pharmaceuticals Inc. DE 1.01,9.01 05/24/12 Vera Bradley, Inc. 5.07 05/24/12 VHGI HOLDINGS, INC. DE 5.02,9.01 05/25/12 VISA INC. DE 7.01 05/30/12 VISHAY INTERTECHNOLOGY INC DE 7.01,9.01 05/30/12 VOXX International Corp DE 9.01 03/14/12 AMEND VSUS TECHNOLOGIES INC DE 5.03 05/29/12 Vu1 CORP CA 5.02 05/23/12 WABASH NATIONAL CORP /DE DE 7.01,9.01 05/30/12 WAYNE SAVINGS BANCSHARES INC /DE/ DE 5.02,9.01 05/30/12 WELLS CORE OFFICE INCOME REIT INC 8.01 05/30/12 WELLS FARGO & COMPANY/MN DE 8.01,9.01 05/30/12 WHITE MOUNTAINS INSURANCE GROUP LTD D0 5.07 05/24/12 WHOLE FOODS MARKET INC TX 8.01 05/30/12 Willbros Group, Inc.\NEW\ 5.02,5.07,8.01,9.01 05/23/12 WILSHIRE BANCORP INC 8.01,9.01 05/29/12 WOUND MANAGEMENT TECHNOLOGIES, INC. TX 7.01,9.01 05/24/12 WOUND MANAGEMENT TECHNOLOGIES, INC. TX 5.02,9.01 05/29/12 Xylem Inc. IN 7.01,9.01 05/30/12 Xylem Inc. IN 5.02 05/24/12 ZOGENIX, INC. DE 8.01 05/30/12 Zoro Mining Corp. NV 1.01,3.02,9.01 05/29/12 ZST Digital Networks, Inc. DE 5.02,9.01 05/30/12 Zumiez Inc WA 7.01,9.01 05/30/12