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 4, 2012 and terminating at 11:59 p.m. EST on December 17, 2012.
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 Group of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-68344)
SEC Staff to Host Decimalization Roundtable
The Securities and Exchange Commission announced that its staff will host a roundtable early next year to discuss the impact of decimal-based stock trading on small and mid-sized companies, market professionals, investors, and U.S. securities markets.
The roundtable will be held on Feb. 5 at the SEC’s Washington, D.C., headquarters, and will be open to the public and webcast live on the SEC’s website. Information on the agenda and participants will be issued shortly.
U.S. stock markets adopted decimal pricing increments in place of fractions in 2001, in part to address concerns that the U.S. was at a competitive disadvantage to markets outside the U.S. using decimal pricing. Proponents of decimal pricing also pointed to evidence of artificially wide spreads – the difference between the price to buy and sell a stock – with fractional pricing, which might benefit market makers at the expense of investors. Since the advent of decimalization, however, various parties have raised concerns that its adoption may be detrimental to small and mid-sized companies.
The Jumpstart Our Business Startups Act, or JOBS Act, enacted in April, directed the Commission to conduct a study of the effects of decimalization on initial public offerings (IPOs) and on small and middle-capitalization companies. In its Report to Congress on Decimalization, the SEC staff recommended that the Commission solicit the views of investors, companies, market professionals, academics, and other interested parties on decimalization generally, its effects on IPOs and on trading and liquidity for small and mid-cap companies, and what, if any, changes should be considered. The roundtable will provide a forum to discuss these issues and explore specific recommendations on structuring pilot programs to gather additional data and analysis on these issues. (Press Rel. 2012-250)
Joint Press Statement of Leaders on Operating Principles and Areas of Exploration in the Regulation of the Cross-Border OTC Derivatives Market
The Securities and Exchange Commission’s Office of International Affairs today released the following joint statement of leaders of regulatory authorities on the regulation of OTC derivatives markets:
Leaders of authorities with responsibility for the regulation of the over-the-counter (OTC) derivatives markets in Australia, Brazil, the European Union, Hong Kong, Japan, Ontario, Quebec, Singapore, Switzerland and the United States, met on November 28, 2012 to discuss reform of the OTC derivatives market as agreed by the leaders at the G-20 Pittsburgh Summit in September 2009.
We recognize that the OTC derivatives market is a global market and firmly support the adoption and enforcement of robust and consistent standards in and across jurisdictions. This will help further the G-20 regulatory reform agenda for OTC derivatives markets to mitigate risk, improve transparency and protect against market abuse, and to prevent regulatory gaps, reduce the potential for arbitrage opportunities, and foster a level playing field for market participants, intermediaries and infrastructures. We further recognize the need to reduce regulatory uncertainty and provide market participants, intermediaries and infrastructures with sufficient clarity on laws and regulations by avoiding, to the extent possible, the application of conflicting rules to the same entities and transactions. We also acknowledge the need to take into account, among other factors, minimizing the application of inconsistent and duplicative rules.
It is clear that coordination among jurisdictions regarding the regulation of cross-border activities should facilitate the implementation of the objectives of the G-20 regulatory reform agenda for the OTC derivatives market. However, complete harmonization – perfect alignment of rules across jurisdictions – is difficult as it would need to overcome jurisdictions’ differences in law, policy, markets and implementation timing, as well as to take into account the unique nature of jurisdictions’ legislative and regulatory processes.
We recognize that national authorities have ultimate responsibility and authority to protect against all sources of risk to their markets, and that statutory and regulatory requirements of each jurisdiction are core components of each respective market. Legal systems and market conditions differ among jurisdictions and due account should be taken of such differences in determining the cross-border application of laws and regulations.
We also recognize that conflicting or inconsistent cross-border application of rules to market participants, intermediaries, infrastructures and products may inhibit the execution or clearing of certain cross-border transactions or impose additional compliance burdens. We further recognize that regulatory gaps may present risks to financial markets and provide the potential for regulatory arbitrage.
During our series of discussions, we have identified various potential conflicts, inconsistencies, and duplicative requirements within our respective contemplated rules and we will continue to discuss measures to ameliorate the challenges they raise. In this connection, it is therefore important to (i) develop concrete and practical solutions with respect to any conflicting application of rules, (ii) identify inconsistent or duplicative requirements and attempt to reduce the regulatory burdens associated with such requirements, and (iii) identify gaps and reduce the potential for regulatory arbitrage.
In light of the above, we have reached the following understandings and identified the following areas for further exploration.
1. Understanding on Clearing Determinations
In a manner consistent with our respective legal regimes and the achievement of our policy objectives, we agree to consult with each other prior to making any final determinations regarding which derivatives products will be subject to a mandatory clearing requirement. We also commit that once one of the authorities decides that a certain product or class of products should be subject to a clearing requirement, then each of us will consider whether the same product should be subject to the same requirement in our jurisdictions, having regard to the characteristics of our domestic markets and in accordance with the applicable determination processes in our respective legal regimes.
We agree to continue to work together to define the process pursuant to which our respective authorities will consult in making mandatory clearing determinations.
2. Understanding on Sharing of Information and Supervisory and Enforcement Cooperation
We recognize that entering into, and abiding by, supervisory and enforcement cooperation arrangements should facilitate effective coordination in implementing recognition, substituted compliance, and registration categories and exemptions approaches.
We agree to attempt to ensure that the relevant supervisory authorities:
We will make every effort to provide to each other the assistance necessary to satisfy our counterpart’s statutory and regulatory requirements under the terms and conditions of these supervisory and enforcement cooperation arrangements.
We also recognize such arrangements should not preclude market participants, intermediaries and infrastructures from meeting their obligation to provide relevant information under that authority’s recognition or registration (including substituted compliance, registration categories or exemptions) framework.
We agree that authorities should have appropriate and effective access to such data as required to perform properly their mandates. Consistent with our domestic law and the relevant international regulatory recommendations, standards and principles, we will work to ensure that other authorities have appropriate and effective access to data held in trade repositories consistent with their mandates.
3. Understanding on Timing
Keeping in mind the G-20 commitments to implement key OTC reforms in our respective jurisdictions with respect to clearing, reporting, trading and capital by end-2012, we recognize that differences in implementation dates may create gaps in regulations and uncertainty in the application of certain cross-border regulatory requirements, and may lead to risks to financial markets that are unaddressed, to regulatory arbitrage, and to an uneven playing field for market participants, intermediaries and infrastructures. Accordingly, we renew our efforts to implement quickly OTC derivatives reforms and in a manner consistent with an orderly implementation process in our respective jurisdictions.
Wherever possible consistent with applicable laws and regulations, the scope of market participants to whom cross border regulatory requirements apply should be clear. The absence of rules and regulations in certain jurisdictions may limit the assessments of such jurisdictions for purposes of giving effect to regimes based on recognition and substituted compliance. We will consider providing appropriate transitional implementation periods for entities in jurisdictions that are implementing comparable regulations, supervision, and comprehensive oversight.
In order to facilitate an orderly transition with respect to new OTC derivatives regulatory requirements when promulgating regulations with cross-border applicability, we agree to a reasonable, limited transition period to facilitate the implementation of such cross-border regulatory requirements in appropriate circumstances and in consultation with other jurisdictions. Consistent with the G-20 commitments, we commit to work with our legislative bodies to finalize expeditiously relevant legislation and to promulgate promptly requirements in a form flexible enough to respond to cross-border consistency and other issues that may arise, consistent with our respective legal requirements and our core policy objectives.
4. Areas of Exploration - Scope of Regulation and Recognition or Substituted Compliance for Cross Border Compliance
We discussed different possible approaches to regulating persons, transactions and infrastructures with respect to cross-border activity when more than one set of rules applies. We discussed the differences in scope of our rules and the application of requirements to foreign participants, intermediaries and infrastructures. We also noted the need to prevent the application of conflicting rules and the desire to minimize, where appropriate, the application of inconsistent and duplicative rules. We agree that one or more of the following or different approaches should be considered, consistent with our respective statutory and other legal requirements:
a. Recognition – An authority could decide that market participants, intermediaries and infrastructures have substantially met some or all of its regulatory requirements if it determines that such entities are already subject to the regulation and oversight of another authority, which the first authority has recognized to be comparable or equivalent.
b. Registration and Substituted Compliance – An authority requiring all relevant market participants, intermediaries and infrastructures to register with it, could as part of the registration process, allow in certain circumstances for compliance with foreign regulations to substitute for compliance with otherwise applicable requirements. In permitting the use of substituted compliance, the authority must first determine that the entities are already subject to comparable regulation, supervision and comprehensive oversight of compliance, by virtue of the fact that: (i) the foreign regulation and oversight meet the same regulatory objectives; and (ii) the foreign regulator has the authority and means to support and enforce compliance by relevant foreign participants, intermediaries and infrastructures. It should be noted that in some jurisdictions’ regulatory systems, this registration process is characterized as “recognition.”
c. Transactions and Substituted Compliance – An authority could allow in certain circumstances for compliance with foreign regulations to substitute for compliance with otherwise applicable transaction-level requirements (i.e., requirements that apply regardless of registration status). In permitting the use of substituted compliance, the authority must first determine that transactions are already subject to comparable regulation, by virtue of the fact that: (i) the foreign regulation meets the same regulatory objectives; and (ii) the foreign regulator has the authority and means to support and enforce compliance by relevant foreign participants, intermediaries and infrastructures.
d. Registration Categories and Exemptions – An authority could require market participants, intermediaries and infrastructures to register with it. Such authority may define different registration categories to provide such market participants, intermediaries and infrastructures the opportunity to comply with different sets of regulatory requirements, or the same regulatory requirements in different ways, based upon their characteristics and activities. This provides flexibility in oversight in instances where entities are already subject to comparable regulation and oversight by another authority. The authority also may elect to exempt certain market participants, intermediaries and infrastructures, from registration or other requirements, after taking into consideration such entities’ existing obligations to other regulators.
We agree that these different approaches will not be undertaken on a firm by firm basis but rather will focus on the applicable regime in a jurisdiction and will entail a review of laws, rules, supervision and enforcement.
Authorities will consider these different approaches, taking into account, among other factors, the application of conflicting, inconsistent and duplicative rules to the same entities and transactions.
Permitting compliance with another jurisdiction’s rules and regulations through either recognition or substituted compliance to satisfy our rules and regulations or exempting a person from our rules and regulations does not restrict, or represent a forfeit of, our power to take appropriate regulatory, supervisory or enforcement measures over a person or transactions subject to our law. However, in this case, close consultation with relevant authorities of another jurisdiction will be needed in connection with taking such measures.
We will continue to work together to further refine the concepts of recognition, substituted compliance, registration categories and exemptions, including continued consultation in a timely manner about our respective processes for determining when we will use recognition, substituted compliance, registration categories or exemptions and the conditions that we will require to be met for such treatment.
In support of these understandings and areas of exploration, we commit to regularly meet and consult with one another. We agree to next meet in Brussels in early 2013. Future meetings will address the following items:
1) Options to address identified conflicts, inconsistencies and duplicative rules;
2) With respect to the basis for determinations of comparability of regulatory regimes:
a. Discuss expected regulatory outcomes with regard to the regulation of market participants, intermediaries, and infrastructures;
b. Identify possible standards, including relevant international standards, that will help to inform an assessment of whether a given regulatory regime achieves particular outcomes; and
c. Identify the types of arrangements, including supervisory and enforcement memoranda of understanding that need to be entered into by each relevant supervisory authority.
1) In relation to timing and sequencing, the authorities will meet in January 2013 to inform each other of the planned timing of the finalization and implementation of our rules and advise of possible transition periods and update each other on progress on the concrete steps being taken in our own jurisdictions to improve global regulatory oversight in these markets.
2) In relation to clearing determinations, we have reached an understanding and will:
a. Develop a process and a means for consulting with each other prior to making any final determinations regarding which derivatives products will be subject to a mandatory clearing requirement; and
b. Reach an understanding of the objective of such consultation process.
5. International Engagement
We support the continued development and setting of international standards by IOSCO and other standard setting bodies and intend to remain active in the various workstreams related to OTC derivatives. We support the efforts of the Financial Stability Board (FSB) in ensuring coordination among international standard-setting bodies. We further support the efforts of the FSB to promote the implementation of the G-20 regulatory reform agenda in the area of OTC derivatives regulation. (Press Rel. 2012-251)
Division of Corporation Finance Director Meredith Cross to Leave SEC
The Securities and Exchange Commission today announced that Meredith B. Cross, Director of the Division of Corporation Finance, will leave the SEC at the end of the year to return to the private sector.
Ms. Cross has served as the Division’s Director since June 2009. She joined Chairman Mary Schapiro’s senior leadership team in the wake of the financial crisis and played a key role in the Chairman’s initiatives to rebuild the agency’s credibility, improve overall operations at the SEC, and build a more resilient, integrated program designed to foresee and reduce the likelihood of future crises in the securities markets.
As Director, Ms. Cross led a broad array of initiatives designed to enhance investor protection and restore investor confidence in the securities markets, address gaps in the regulatory landscape highlighted by the financial crisis, enhance the impact of the Division’s review of prospectuses, annual reports and other company filings, foster capital formation for smaller business, and develop additional expertise to better position the Division for the future. Among many major projects, Ms. Cross led the Division’s ongoing efforts to implement the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Jumpstart Our Business Startups Act.
“Meredith has been an exceptional division director and a trusted adviser during this critical time at the Commission,” said Chairman Schapiro. “Because of the efforts of Meredith and her staff, investors today get better, more meaningful information about the companies they invest in. She understands that the SEC’s work matters for millions of Americans and she helped to improve the way the agency does its job.”
Ms. Cross said, “It has been an honor and a privilege to work with Chairman Schapiro, Chairman-designate Walter and the other members of the Commission, and the remarkably talented and committed staff in the Division of Corporation Finance and throughout the agency during this time of historic changes in our markets and the regulatory landscape. I am so proud of all we have accomplished together. With Chairman Schapiro’s support, we have been able to demonstrate time and time again that the Division’s disclosure review program makes a real difference in improving the quality of information that is available to investors. The Division’s rule-writing staff has worked tirelessly to produce top quality recommendations to implement the many legislative mandates and other rules that are critical to protecting investors and improving access to capital for issuers. And the many other members of the Division staff have skillfully provided the interpretations, training, administrative, technology, and other support that has been critical for the Division to accomplish so much. ”
During Ms. Cross’s tenure, the Division’s staff reviewed some of the most high-profile IPOs in history, significantly improving investors’ access to the information they need while allowing companies timely access to the capital markets. The Division established a program to perform continuous reviews of the largest financial services companies and recalibrated the review program to enhance effectiveness and efficiency of reviews of smaller companies.
Under Ms. Cross, the Division established new offices specifically focusing on large financial institutions, asset-backed securities and other structured products, and capital markets trends, which enable the Division to better identify and address issues that could significantly impact investors, issuers and markets in the future. Most recently, the Division created a new Office of Disclosure Standards to assess the outcomes of filing reviews and assist the Division in enhancing the review program in the future.
Ms. Cross and the Division staff also have worked closely with the SEC’s Advisory Committee on Small and Emerging Companies as it has provided advice to the Commission on matters relating to small company capital raising and regulatory requirements.
Ms. Cross testified before Congress on numerous occasions on a range of issues, including corporate governance, capital formation, risk retention in asset-backed securities offerings, executive compensation oversight, and agency management and budget.
Under Ms. Cross’s leadership, the Division recommended close to 60 rulemaking releases to the Commission for action, including:
Following enactment of the JOBS Act in April 2012, Ms. Cross guided the Division’s efforts to quickly provide pragmatic guidance to issuers and their advisers about the Act. The Division immediately implemented procedures to allow for the confidential submission of registration statements by “emerging growth companies,” as contemplated by the JOBS Act, and promptly posted a series of “frequently asked questions” on matters related to the law’s IPO “on-ramp” provisions and changes to the requirements for Exchange Act registration and deregistration. The Division continues to work on rulemakings required by the JOBS Act.
The Division of Corporation Finance oversees the disclosures made to investors by more than 9,000 public issuers including registration statements for newly-offered securities, materials distributed in connection with business combination transactions, annual and quarterly filings, and proxy materials sent to shareholders for annual meetings. The Division provides interpretive assistance to companies and investors with respect to their obligations under the federal securities laws and develops rulemaking recommendations for the Commission.
Ms. Cross previously was a partner at Wilmer Cutler Pickering Hale and Dorr LLP in Washington D.C. from 1998 to 2009, advising clients on corporate and securities matters. She was involved with the full range of issues faced by public and private companies in capital raising and financial reporting. Ms. Cross worked in the SEC’s Division of Corporation Finance from 1990 to 1998, serving in a variety of capacities including Deputy Chief Counsel, Chief Counsel, Associate Director, and Deputy Director. Among other prior positions, Ms. Cross worked in the securities department of King & Spalding in Atlanta and served as a law clerk to Judge Albert Henderson of the U.S. Court of Appeals for the Eleventh Circuit in 1982 and 1983. She earned her undergraduate degree, cum laude, from Duke University in 1979, and her law degree in 1982 from Vanderbilt University Law School, where she was a member of the Vanderbilt Law Review and Order of the Coif. (Press Rel. 2012-252)
Change In The Meeting: Deletion of Item
The following item will not be considered during the Closed Meeting on Thursday, December 6, 2012: adjudicatory matter.
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.
Commission Orders Hearings on Registration Suspension or Revocation Against Five Companies for Failure to Make Required Periodic Filings
In conjunction with these trading suspensions, 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:
In this Order, the Division of Enforcement (Division) alleges that the respective Respondents are delinquent in their required periodic filings with the Commission.
In these proceedings, 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 proceedings 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 the proceedings issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-68345; File No. 3-15117)
In the Matter of in China Voice Holding Corp.
An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations by Default as to Three Respondents (Default Order) in China Voice Holding Corp., Admin. Proc. No. 3-15076. The Order Instituting Proceedings alleged that China Yongxin Pharmaceuticals, Inc., Creative Technologies Holdings, Inc., and Crys*Tel Telecommunications.com, Inc. (n/k/a Fleet Management Solutions, Inc.), repeatedly failed to file timely periodic reports while their securities were registered with the Securities and Exchange Commission. The Default Order finds these allegations to be true and revokes the registration of each class of their registered securities, pursuant to Section 12(j) of the Securities Exchange Act of 1934.
This proceeding is still ongoing as to China Voice Holding Corp., Crestek, Inc., and CST Entertainment, Inc. (n/k/a Legacy Holding, Inc.). This proceeding has ended as to Respondent CSI Computer Specialists, Inc. See China Voice Holding Corp., Exchange Act Release No. 68333 (Dec. 3, 2012). (Rel. 34-68346; File No. 3-15076)
Joseph S. Blimline Sanctioned
Joseph S. Blimline (Blimline) has been barred from association with any broker or dealer and from participating in an offering of penny stock. The sanction was ordered in an administrative proceeding before an administrative law judge, following a May 2012 conviction for conspiracy to commit mail fraud. The wrongdoing underlying Blimline’s conviction took place from about September 2006 to February 2009 when he and others sold oil and gas investments using materially false representations and omissions, raising over $400 million from investors. (Rel. 34-68347; File No. 3-15016)
Former Fair Finance Company CEO Sentenced to 50 Years in Prison for Conducting $200 Million Fraud Scheme
The Commission announced that on November 30, 2012, Timothy S. Durham, former CEO of Ohio-based Fair Finance Company (Fair Finance), was sentenced to 50 years in prison for orchestrating a $200 million scheme that defrauded more than 5,000 investors over almost five years. Judge Jane Magnus-Stinson of the United States District Court for the Southern District of Indiana also sentenced James F. Cochran, Fair Finance’s board chairman, to 25 years in prison, and Rick D. Snow, the firm’s chief financial officer, to a 10-year prison term. According to U.S. Attorney Joseph Hogsett in Indianapolis, Durham’s sentence is the longest white-collar fraud sentence in Indiana history.
On June 20, 2012, a federal jury in Indiana convicted Durham, age 50, of securities fraud, conspiracy and 10 counts of wire fraud. Cochran, age 57, and Snow, age 49, were also found guilty on conspiracy and securities fraud charges for their roles in the Fair Finance scheme.
On March 16, 2011, the Commission filed a civil action against Durham, Cochran and Snow based on the same conduct alleged in the criminal case. The Commission’s action has been stayed pending the outcome of the criminal case.
The Commission’s complaint alleged that Fair Finance had for decades legitimately raised funds by selling interest-bearing certificates to investors and using the proceeds to purchase and service discounted consumer finance contracts. However, after purchasing Fair Finance in 2002, Durham, Cochran and Snow began to deceive investors. Under the guise of loans, Durham and Cochran schemed to divert investor proceeds to themselves and others, including to entities that they controlled.
The Commission alleged that Durham and Cochran knew that neither they nor their related companies had the earnings, collateral or other resources to ensure repayment on the purported loans. As CFO, Snow knew or was reckless in not knowing that neither Durham and Cochran nor their entities could repay the funds they took from Fair Finance.
The complaint further alleged that, by November 2009, Durham, Cochran and their related businesses owed Fair Finance more than $200 million, which accounted for approximately 90 percent of Fair Finance’s total loan portfolio. Durham and Cochran also gave large amounts of money to family members and friends, and misused investor funds to afford mortgages for multiple homes, a $3 million private jet, a $6 million yacht, and classic and exotic cars worth more than $7 million. They also diverted investor money to cover hundreds of thousands of dollars in gambling and travel expenses, credit card bills, and country club dues, and to pay for elaborate parties and other forms of entertainment.
For further information, see Litigation Release No. 21888 (March 16, 2011). [U.S. v. Timothy S. Durham, et al., Case No. 1:11-cr-00042 (S.D. Ind.)] (LR-22557)
Defendant in SEC Action Pleads Guilty to Criminal Charges and is Barred from the Securities Industry
The Securities and Exchange Commission announced today that Arnett L. Waters of Milton, Massachusetts, a principal of a broker-dealer and investment adviser who is a defendant in a securities fraud action filed by the Commission in May 2012, has pleaded guilty to criminal charges brought by the U.S. Attorney for the District of Massachusetts and has been barred from the securities industry by the Commission. Waters' guilty plea to securities fraud and other charges occurred on November 29, 2012, and follows an earlier guilty plea by Waters in October 2012 to criminal contempt charges for violating a preliminary injunction order obtained by the Commission in its case. The Commission's Order barring Waters from the securities industry was issued on December 3, 2012.
The Commission filed an emergency enforcement action against Waters on May 1, 2012, alleging that he and two companies under his control, broker-dealer A.L. Waters Capital, LLC and investment adviser Moneta Management, LLC, defrauded investors from at least 2009-2012 by, among other things, misappropriating investor funds and spending it on personal expenses. On May 3, 2012, the Court entered a preliminary injunction order that, among other things, froze Waters' assets and required him to provide an accounting of all his assets to the Commission. On August 7, 2012, the Commission filed a civil contempt motion against Waters, alleging that he had violated the court's preliminary injunction order by establishing an undisclosed bank account, transferring funds to that account, dissipating assets, and failing to disclose the bank account to the Commission, as required by the Court's order. On August 9, 2012, the U.S. Attorney for the District of Massachusetts filed a separate criminal contempt action against Waters based on the same allegations. On October 2, 2012, Waters pleaded guilty to the criminal contempt charges, and the Court ordered him detained pending sentencing.
The Commission’s Order barring Waters from the securities industry was issued on December 3, 2012, and is based on his October 2, 2012 guilty plea to criminal contempt charges. The Order bars Waters from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, and from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock.
The U.S. Attorney for the District of Massachusetts also charged Waters with a broader array of securities fraud and other violations on October 17, 2012. On November 29, 2012, Waters pleaded guilty to sixteen counts of securities fraud, mail fraud, money laundering, and obstruction of justice. The counts of the criminal information to which Waters pleaded guilty alleged that, from at least 2007 through 2012, he used fictitious investment-related partnerships to draw in investors, misappropriate their investment money, and spend the vast majority of it on personal and business expenses and debts. Waters raised at least $839,000 from at least thirteen investors, including $500,000 from his church in March 2012. Waters also pleaded guilty to engaging in a criminal scheme to defraud clients of his rare coin business. Under this scheme, Waters defrauded coin customers out of as much as $7.8 million by selling coins at prices inflated, on average, by 600% and by inducing coin purchasers to return coins to him, on the false representation that he would sell those coins on the customers’ behalf, when, in fact, he sold most or all of the coins and kept the proceeds for himself. The criminal information to which Waters pleaded guilty further alleged that he engaged in money laundering through two transactions totaling $77,000. Finally, Waters pleaded guilty to allegations that he made multiple misrepresentations to Commission staff, including that there were no investors in his investment-related partnerships, in order to conceal the fact that investor money was misappropriated in a fraudulent scheme. Waters is charged with obstruction of justice related to this conduct.
Waters has been detained since October 2, 2012, when the Court ordered him held pending sentencing in the criminal contempt action. He is currently scheduled to be sentenced in April 2013 in connection with the guilty pleas in the two separate criminal actions against him.
The Commission acknowledges the assistance of the United States Attorney’s Office for the District of Massachusetts, the Federal Bureau of Investigation and FINRA in this matter.
For further information, see Litigation Release No. 22356 (May 4, 2012) [Commission emergency enforcement action filed and preliminary injunction issued]; Litigation Release No. 22512 (October 18, 2012) [criminal charges filed against Waters]; and Exchange Act Release No. 34-68334 (December 3, 2012 [Waters barred from securities industry].
For further information see LR-22356/May 4, 2012 and LR-22512/October 18, 2012. [SEC v. A.L. Waters Capital, LLC, et al., Civil Action No. 12-cv-10783-DJC (District of Massachusetts); U.S. v. Arnett L. Waters, Criminal No. 12-cr-10336-DJC (District of Massachusetts)] (LR-22558)
INVESTMENT COMPANY ACT RELEASES
Cambria Investment Management, L.P. and Cambria ETF Trust
A notice has been issued giving interested persons until December 26, 2012, to request a hearing on an application filed by Cambria Investment Management, L.P. and Cambria ETF Trust, for an order that permits: (a) actively-managed series of certain 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-30286 – November 30)
Notice of Applications for Deregistration under the Investment Company Act of 1940
For the month of November 2012 a notice has been issued giving interested persons until December 26, 2012, to request a hearing on any of the following applications for an order under Section 8(f) of the Investment Company Act of 1940 declaring that the applicant has ceased to be an investment company:
(Rel. IC-30287 — November 30)
Fidelity Aberdeen Street Trust, et al.
An order has been issued on an application filed by Fidelity Aberdeen Street Trust, et al., to amend a prior order under (a) section 6(c) of the Investment Company Act of 1940 (Act) granting an exemption from sections 18(f) and 21(b) of the Act; (b) section 12(d)(1)(J) of the Act granting an exemption from section 12(d)(1) of the Act; (c) sections 6(c) and 17(b) of the Act granting an exemption from sections 17(a)(1) and 17(a)(3) of the Act; and (d) section 17(d) of the Act and rule 17d-1 under the Act to permit certain joint arrangements (Prior Order). The Prior Order permitted certain registered open-end management investment companies to participate in a joint lending and borrowing facility. The amended order modifies certain rate conditions in the Prior Order and grants an exemption from section 17(a)(2) of the Act. (Rel. IC-30288 – December 3)
Notice of Applications for Deregistration under the Investment Company Act of 1940
A notice has been issued giving interested persons until December 26, 2012, to request a hearing on any of the following applications for an order under Section 8(f) of the Investment Company Act of 1940 declaring that the applicant has ceased to be an investment company:
(Rel. IC-30290 – December 4)
Application for Registration as a National Securities Exchange Under Section 6 of the Securities Exchange Act of 1934
The Commission has granted the application of Miami International Securities Exchange, LLC (File No. 10-207) for registration as a national securities exchange pursuant to Section 6 of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of December 3. (Rel. 34-68341)
Proposed Rule Change
The NASDAQ Stock Market LLC filed a proposed rule change (SR-NASDAQ-2012-129) pursuant to Section 19(b)(1) of the Securities Exchange Act, and Rule 19b-4 thereunder, to establish the Retail Price Improvement Program on a pilot basis until 12 months from the date of implementation. Publication is expected in the Federal Register during the week of December 3. (Rel. 34-68336)
Withdrawal of Proposed Rule Change
ICE Clear Credit LLC (ICC) withdrew its proposed rule change (SR-ICC-2012-18) to add rules related to the clearing of iTraxx Europe Index CDS and European Corporate Single-Name CDS. Publication is expected in the Federal Register during the week of December 3. (Rel. 34-68337)
Immediate Effectiveness of Proposed Rule Changes
ICE Clear Credit LLC (ICC) filed a proposed rule change (File No. SR-ICC-2012-22) under Section 19(b)(1) of the Securities Exchange Act of 1934 to amend Schedule 502 of the ICC Rules to update the Contract Reference Obligation ISIN associated with one single name contract. Publication is expected in the Federal Register during the week of December 3. (Rel. 34-68338)
A proposed rule change filed by NYSE Arca, Inc. amending NYSE Arca Rule 6.62(cc) making available the Post No Preference Light Only quotation to options classes not participating in the penny pilot (SR-NYSEArca-2012-130) 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 3. (Rel. 34-68339)
A proposed rule change filed by the NYSE MKT LLC (SR-NYSEMKT-2012-65) amending Rule 123C(9)(a)(1)(ii) - Equities to delete the requirement that the order acceptance cut-off time cannot be past 4:30 p.m. 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 3. (Rel. 34-68340)
A proposed rule change filed by Chicago Board Options Exchange, Incorporated to amend the fees schedule (SR-CBOE-2012-114) 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 3. (Rel. 34-68342)
Approval of Proposed Rule Change
The Commission has approved a proposed rule change (SR-Nasdaq-2012-118) filed by the Nasdaq Stock Market LLC to modify certain disclosure requirements to require issuers to publicly describe the specific basis and concern identified by Nasdaq when a listed issuer does not meet a listing standard and give Nasdaq the authority to make a public announcement when a listed issuer fails to make a public announcement. Publication is expected in the Federal Register during the week of December 3. (Rel. 34-68343)
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-1 Eclipse Resources Inc., #2-556 FURBY STREET, WINNIPEG, A2, R3B 2V8, 604-331-4422 - 9,000,000 ($18,000.00) Equity, (File 333-185227 - Dec. 3) (BR. 09) S-3 Homeowners Choice, Inc., 5300 WEST CYPRESS STREET, TAMPA, FL, 33607, 813 405 3600 - 0 ($50,000,000.00) Equity, (File 333-185228 - Dec. 3) (BR. 01A) S-8 RUBY TUESDAY INC, 150 W CHURCH ST, MARYVILLE, TN, 37801, 2053443000 - 0 ($10,818,691.65) Equity, (File 333-185229 - Dec. 3) (BR. 05C) S-8 SILICOM LTD., P.O.BOX 2164, KFAR-SAVA, L3, 44000, 97297644555 - 500,000 ($8,232,800.00) Equity, (File 333-185230 - Dec. 3) (BR. 03C) S-8 HORACE MANN EDUCATORS CORP /DE/, 1 HORACE MANN PLZ, SPRINGFIELD, IL, 62715-0001, 2177892500 - 0 ($41,822,000.00) Equity, (File 333-185231 - Dec. 3) (BR. 01B) S-8 PREMIER FINANCIAL BANCORP INC, 2883 FIFTH AVENUE, NONE, HUNTINGTON, WV, 25702, 3045251600 - 500,000 ($5,060,000.00) Equity, (File 333-185239 - Dec. 3) (BR. 07B) S-8 STRATASYS LTD., 7665 COMMERCE WAY, EDEN PRAIRIE, MN, 55344, 972-8-931-4314 - 0 ($20,118,463.00) Equity, (File 333-185240 - Dec. 3) (BR. 03) N-2 Ashmore Emerging Markets Income Fund, C/O ROPES AND GRAY LLP, 800 BOYLSTON STREET, BOSTON, MA, 02199, 617-951-7291 - 40,000 ($1,000,000.00) Equity, (File 333-185241 - Dec. 3) (BR. ) S-3ASR AMERICAN EXPRESS CO, 200 VESEY STREET, 50TH FLOOR, NEW YORK, NY, 10285, 2126402000 - 0 ($0.00) Other, (File 333-185242 - Dec. 3) (BR. 12A) N-2 TORTOISE MLP GROWTH FUND, INC., 11550 ASH STREET, SUITE 300, LEAWOOD, KS, 66211, 913-981-1020 - 0 ($1,000,000.00) Equity, (File 333-185243 - Dec. 3) (BR. ) S-1 TAMINCO ACQUISITION Corp, C/O APOLLO MANAGEMENT VII, L.P., 9 WEST 57TH STREET, 43RD FLOOR, NEW YORK, NY, 10019, 610-366-6744 - 0 ($250,000,000.00) Equity, (File 333-185244 - Dec. 3) (BR. ) S-3ASR Merck & Co. Inc., ONE MERCK DRIVE, P.O. BOX 100, WHITEHOUSE STATION, NJ, 08889-0100, 908-423-4840 - 0 ($220,400,000.00) Equity, (File 333-185245 - Dec. 3) (BR. 01A) S-3 MERCER INTERNATIONAL INC., 700 WEST PENDER STREET, SUITE 1120, VANCOUVER, A1, V6C 1G8, 206-674-4639 - 0 ($500,000,000.00) Unallocated (Universal) Shelf, (File 333-185246 - Dec. 3) (BR. 04B) F-1 Morria Biopharmaceuticals PLC, 53 DAVIES STREET, LONDON, X0, W1K 5JH, 646-878-0804 - 3,500,510 ($6,614,757.00) Equity, (File 333-185247 - Dec. 3) (BR. 01B) S-3ASR Merck & Co. Inc., ONE MERCK DRIVE, P.O. BOX 100, WHITEHOUSE STATION, NJ, 08889-0100, 908-423-4840 - 0 ($0.00) Debt, (File 333-185248 - Dec. 3) (BR. 01A) S-8 VOIS Inc., 3525 DEL MAR HEIGHTS ROAD, SUITE 802, SAN DIEGO, X1, 92130, 858-461-0423 - 45,000,000 ($3,150,000.00) Equity, (File 333-185249 - Dec. 3) (BR. 03A)
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 ----------------------------------------------------------------------------------------- ACADIA PHARMACEUTICALS INC DE 5.02 01/27/12 AETRIUM INC MN 8.01,9.01 11/29/12 AIR METHODS CORP DE 1.01,5.02,5.07,8.01, 12/03/12 9.01 AK STEEL HOLDING CORP DE 7.01,8.01,9.01 12/03/12 ALLETE INC MN 8.01 12/03/12 Allied Nevada Gold Corp. DE 7.01,9.01 11/27/12 Alliqua, Inc. FL 5.02,8.01,9.01 11/27/12 Altisource Portfolio Solutions S.A. N4 1.01,2.03,9.01 11/27/12 AMCON DISTRIBUTING CO DE 8.01 11/30/12 AMERICAN AIRLINES INC DE 8.01,9.01 12/03/12 AMERICAN CAMPUS COMMUNITIES INC MD 2.01,7.01,9.01 11/30/12 AMERICAN ELECTRIC POWER CO INC NY 9.01 12/03/12 AMR CORP DE 8.01,9.01 12/03/12 AMTECH SYSTEMS INC AZ 9.01 03/10/08 AMEND ANDERSONS INC OH 1.01 12/03/12 Aon plc X0 8.01,9.01 12/03/12 ATWOOD OCEANICS INC TX 7.01,9.01 11/30/12 AUTHENTIDATE HOLDING CORP DE 7.01,9.01 12/03/12 AVALONBAY COMMUNITIES INC MD 8.01,9.01 11/28/12 BANK JOS A CLOTHIERS INC /DE/ DE 8.01,9.01 12/03/12 BAYOU CITY EXPLORATION, INC. 5.02 11/30/12 BELO CORP DE 8.01,9.01 11/30/12 BIODELIVERY SCIENCES INTERNATIONAL IN DE 5.03,8.01,9.01 12/03/12 BLACKHAWK CAPITAL GROUP BDC INC DE 1.01 11/30/12 BnetEFactor, Inc. NV 1.01,9.01 11/30/12 BROADRIDGE FINANCIAL SOLUTIONS, INC. DE 7.01,9.01 12/03/12 BSD MEDICAL CORP DE 5.02 11/28/12 BUCKEYE PARTNERS, L.P. DE 7.01,9.01 12/03/12 CALLON PETROLEUM CO DE 1.01,7.01,9.01 11/27/12 CAM Group, Inc. NV 1.01,2.01,3.02,4.01, 11/30/12 AMEND 5.01,5.02,5.03,5.06, 9.01 Canadian Tactical Training Academy In NV 5.02 03/14/11 CARBONICS CAPITAL CORP DE 5.03,9.01 11/30/12 CARBONICS CAPITAL CORP DE 1.01,9.01 12/03/12 CARRIZO OIL & GAS INC TX 5.02,9.01 11/29/12 CDI CORP PA 8.01 12/03/12 Ceelox Inc. 1.01,9.01 12/03/12 CENTURY CASINOS INC /CO/ DE 1.01 12/03/12 CERADYNE INC DE 2.01,3.01,3.02,3.03, 11/27/12 5.01,5.02,5.03,9.01 CERUS CORP DE 1.01 11/28/12 CHARTER FINANCIAL CORP/GA 8.01,9.01 11/27/12 ChromaDex Corp. DE 7.01,9.01 12/01/12 Chrysler Group LLC DE 8.01,9.01 12/03/12 CINCINNATI FINANCIAL CORP OH 7.01,9.01 12/03/12 CITIZENS HOLDING CO /MS/ MS 7.01,9.01 11/30/12 CLIFFS NATURAL RESOURCES INC. OH 5.02,9.01 12/03/12 CLIFTON SAVINGS BANCORP INC 5.02,8.01,9.01 11/28/12 CMS ENERGY CORP MI 7.01,9.01 12/03/12 COMCAST CORP PA 8.01,9.01 11/29/12 Community Partners Bancorp NJ 8.01,9.01 12/03/12 COMPREHENSIVE CARE CORP DE 5.02,8.01,9.01 11/28/12 COMPUTER SCIENCES CORP NV 1.01,7.01,9.01 12/03/12 COMPUTER SCIENCES CORP NV 7.01 12/03/12 CONNS INC DE 2.02,8.01,9.01 12/03/12 CONOCOPHILLIPS DE 8.01,9.01 12/03/12 CorEnergy Infrastructure Trust, Inc. 5.03,9.01 12/03/12 CorMedix Inc. DE 5.07,8.01 11/28/12 Corporate Capital Trust, Inc. MD 2.02,9.01 11/30/12 COSTCO WHOLESALE CORP /NEW WA 8.01,9.01 11/28/12 Crescent Financial Bancshares, Inc. 8.01,9.01 12/03/12 CROWN CASTLE INTERNATIONAL CORP DE 8.01,9.01 11/30/12 DELTA AIR LINES INC /DE/ DE 5.02,9.01 12/03/12 Desert Hawk Gold Corp. NV 8.01 11/30/12 DIAMOND HILL INVESTMENT GROUP INC OH 8.01 12/03/12 Digerati Technologies, Inc. NV 2.01,3.02,5.01,5.02, 11/26/12 9.01 DIGITALGLOBE, INC. DE 5.07,8.01,9.01 12/03/12 DISH Network CORP NV 7.01,9.01 12/02/12 Dividend Capital Diversified Property MD 8.01 11/01/12 DRINKS AMERICAS HOLDINGS, LTD DE 5.02 11/27/12 DTE ENERGY CO MI 7.01,9.01 12/03/12 Duke Energy CORP DE 8.01,9.01 12/03/12 Duke Energy CORP DE 7.01 12/03/12 Duke Energy CORP DE 1.01,9.01 12/03/12 DUN & BRADSTREET CORP/NW DE 2.03,9.01 11/28/12 DUNKIN' BRANDS GROUP, INC. DE 5.02 11/30/12 Dynastar Holdings, Inc. NV 2.01,3.02 11/27/12 Eagle Bancorp Montana, Inc. 5.02 11/30/12 Eastern Insurance Holdings, Inc. PA 8.01,9.01 11/30/12 ECOLAB INC DE 1.01,8.01,9.01 11/30/12 Electromed, Inc. 1.01,5.02,9.01 11/29/12 EMPIRE ENERGY CORP UT 8.01 12/03/12 EMPIRE RESORTS INC DE 1.01,9.01 11/30/12 ENCORE CAPITAL GROUP INC DE 1.01,2.03,3.02,9.01 11/27/12 ENDEAVOUR INTERNATIONAL CORP NV 1.01,9.01 11/29/12 ENDO HEALTH SOLUTIONS INC. DE 8.01,9.01 11/30/12 ENTROPIC COMMUNICATIONS INC DE 2.05 11/28/12 EQUIFAX INC GA 1.01,2.03,7.01,9.01 12/01/12 EURONET WORLDWIDE INC DE 1.01,9.01 12/03/12 EXA CORP MA 2.02,9.01 12/03/12 EXTREME NETWORKS INC DE 5.02,5.07,8.01 11/27/12 Federal Home Loan Bank of New York X1 8.01 12/03/12 Federal Home Loan Bank of San Francis X1 5.02,5.07,9.01 11/28/12 FEDERAL MOGUL CORP DE 1.01,3.02,8.01,9.01 12/02/12 FIRST COLOMBIA GOLD CORP. NV 3.03,9.01 11/15/12 FIRST COMMONWEALTH FINANCIAL CORP /PA PA 5.02,9.01 11/27/12 FIRST FINANCIAL CORP /IN/ IN 8.01,9.01 12/03/12 FIRST PACTRUST BANCORP INC MD 8.01 11/30/12 FIRST PACTRUST BANCORP INC MD 8.01,9.01 12/03/12 FIRST PACTRUST BANCORP INC MD 8.01,9.01 12/03/12 FIRST PACTRUST BANCORP INC MD 8.01,9.01 12/03/12 FIRST SECURITY GROUP INC/TN TN 3.01,9.01 12/03/12 FLEETCOR TECHNOLOGIES INC DE 8.01,9.01 11/27/12 FLEETCOR TECHNOLOGIES INC DE 7.01,8.01,9.01 12/03/12 FORD MOTOR CO DE 8.01,9.01 12/03/12 FORD MOTOR CREDIT CO LLC DE 8.01,9.01 12/03/12 FSP PHOENIX TOWER CORP 1.01 12/03/12 FTI CONSULTING INC MD 7.01,9.01 11/28/12 FUEL DOCTOR HOLDINGS, INC. DE 5.02,9.01 11/29/12 Gaming Partners International CORP NV 7.01,9.01 12/03/12 GASTAR EXPLORATION LTD 7.01,9.01 12/03/12 GENERAL CABLE CORP /DE/ DE 7.01,9.01 12/03/12 General Growth Properties, Inc. DE 5.02,9.01 12/03/12 GENESIS GROUP HOLDINGS INC 1.01,2.03,3.02,9.01 11/13/12 GeoEye, Inc. DE 5.07,9.01 12/03/12 GLIMCHER REALTY TRUST MD 5.02 03/08/12 AMEND Global Eagle Acquisition Corp. DE 7.01,9.01 12/03/12 Global Eagle Acquisition Corp. DE 8.01,9.01 12/03/12 Global Ecology Corp NV 5.07 11/29/12 AMEND Global Growth Trust, Inc. MD 1.01,2.01,2.03,7.01, 11/27/12 9.01 Global Stevia Corp. NV 1.01,9.01 11/27/12 GLOBECOMM SYSTEMS INC 8.01,9.01 11/30/12 GOLD CREST MINES INC NV 5.02 11/30/12 GREAT PLAINS ENERGY INC MO 7.01,9.01 12/03/12 Green Ballast, Inc. DE 1.01,2.03,9.01 12/03/12 Griffin-American Healthcare REIT II, MD 1.01,9.01 11/28/12 HARRIS & HARRIS GROUP INC /NY/ NY 5.02,9.01 11/29/12 HCA Holdings, Inc. 7.01,9.01 12/03/12 HERITAGE COMMERCE CORP CA 7.01,9.01 09/30/12 HFF, Inc. DE 7.01,9.01 11/30/12 Hillenbrand, Inc. IN 2.01,2.03,8.01,9.01 12/01/12 Home Federal Bancorp, Inc. MD 8.01,9.01 11/30/12 Homeowners Choice, Inc. FL 1.02 11/29/12 ICAHN ENTERPRISES L.P. DE 1.01,2.03,8.01,9.01 12/02/12 ID SYSTEMS INC DE 5.02 11/27/12 IGATE CORP PA 5.02 09/17/12 AMEND ILLUMINA INC DE 8.01 12/03/12 InfuSystem Holdings, Inc DE 1.01,2.03,8.01,9.01 11/30/12 Inland Diversified Real Estate Trust, MD 7.01,9.01 12/03/12 INNOSPEC INC. DE 7.01,9.01 12/03/12 INSMED INC VA 7.01,9.01 12/03/12 INTEGRATED ENVIRONMENTAL TECHNOLOGIES NV 8.01,9.01 12/03/12 INTERNATIONAL SHIPHOLDING CORP DE 1.01,2.01,2.03,8.01 12/03/12 ION GEOPHYSICAL CORP DE 5.02,7.01,9.01 12/01/12 IPARTY CORP DE 5.02,9.01 11/30/12 IRON MOUNTAIN INC DE 5.02,9.01 12/03/12 ISABELLA BANK CORP MI 5.02,8.01,9.01 11/28/12 JDA SOFTWARE GROUP INC DE 8.01,9.01 12/03/12 John Bean Technologies CORP DE 7.01,9.01 12/03/12 John Bean Technologies CORP DE 1.01,1.02,2.03,9.01 11/30/12 JOHNSON & JOHNSON NJ 5.02,9.01 11/30/12 KIRBY CORP NV 1.01,7.01,9.01 11/27/12 KORN FERRY INTERNATIONAL DE 5.02,9.01 11/28/12 LACLEDE GROUP INC MO 5.02 11/27/12 Laredo Petroleum Holdings, Inc. DE 7.01,9.01 11/28/12 Lincolnway Energy, LLC IA 1.02 11/29/12 Live Event Media, Inc. NV 8.01 11/30/12 LOUISIANA-PACIFIC CORP DE 1.01 11/30/12 MARRIOTT INTERNATIONAL INC /MD/ DE 5.02,9.01 12/03/12 Mister Goody, Inc. FL 1.01,9.01 11/26/12 MOCON INC MN 5.02,7.01,9.01 11/30/12 MONAR INTERNATIONAL INC. NV 7.01 11/30/12 Mondelez International, Inc. VA 5.02,9.01 12/03/12 MORGANS FOODS INC OH 1.01 11/29/12 MRC GLOBAL INC. DE 8.01,9.01 11/30/12 MULTI FINELINE ELECTRONIX INC 1.01,7.01,9.01 11/30/12 MVB FINANCIAL CORP WV 1.01,8.01,9.01 12/03/12 NATIONAL HEALTH INVESTORS INC MD 8.01,9.01 11/29/12 NATIONAL HEALTH INVESTORS INC MD 8.01,9.01 11/29/12 NAVIDEA BIOPHARMACEUTICALS, INC. DE 1.01,3.02,9.01 11/27/12 New Global Energy, Inc. 1.01,5.02 11/30/12 New Mountain Finance Corp DE 2.02 12/03/12 NEW PEOPLES BANKSHARES INC VA 8.01 11/30/12 NEWMONT MINING CORP /DE/ DE 5.02 11/28/12 Nexeo Solutions Holdings, LLC DE 1.01,9.01 11/29/12 NORTHERN TRUST CORP DE 7.01,9.01 12/03/12 NYC MODA INC NV 1.01,2.01,4.01,5.01, 11/29/12 5.02,5.03,5.06,5.07, 9.01 OGE ENERGY CORP. OK 7.01 12/03/12 OLD NATIONAL BANCORP /IN/ IN 8.01 12/03/12 ORACLE CORP 8.01,9.01 12/03/12 PACIFIC CAPITAL BANCORP /CA/ DE 3.01,3.03,5.01,5.03, 11/30/12 9.01 Parametric Sound Corp NV 2.02,9.01 11/28/12 PARKWAY PROPERTIES INC MD 1.01,8.01,9.01 12/03/12 PATHEON INC 2.02,7.01,8.01,9.01 11/13/12 AMEND Patriot Coal CORP DE 8.01 11/27/12 PC MALL INC DE 1.01,5.02,9.01 11/27/12 PDL BIOPHARMA, INC. DE 5.02,9.01 11/28/12 PEP BOYS MANNY MOE & JACK PA 2.02,9.01 12/03/12 Perfumania Holdings, Inc. FL 7.01,9.01 11/29/12 PETMED EXPRESS INC FL 8.01,9.01 12/03/12 PHH CORP MD 1.01,9.01 11/27/12 PIONEER ENERGY SERVICES CORP TX 7.01,9.01 12/03/12 PIONEER NATURAL RESOURCES CO DE 7.01 12/03/12 Pioneer Southwest Energy Partners L.P DE 7.01 12/03/12 PMI GROUP INC DE 7.01 12/03/12 PREMIER BIOMEDICAL INC NV 5.02 11/29/12 PRIMUS TELECOMMUNICATIONS GROUP INC DE 8.01 12/03/12 PROASSURANCE CORP DE 7.01,9.01 11/30/12 PROGAMING PLATFORMS CORP DE 5.02,9.01 12/03/12 Quamtel, Inc. NV 5.02 12/03/12 RADIAN GROUP INC DE 8.01,9.01 12/03/12 REO PLUS, INC. TX 4.01,9.01 11/29/12 RIDGEWOOD ENERGY A-1 FUND LLC DE 1.01,2.03,9.01 11/27/12 Ridgewood Energy O Fund LLC 1.01,2.03,9.01 11/27/12 RIDGEWOOD ENERGY Q FUND LLC 1.01,2.03,9.01 11/27/12 RIDGEWOOD ENERGY S FUND LLC 1.01,2.03,9.01 11/27/12 RIDGEWOOD ENERGY T FUND LLC 1.01,2.03,9.01 11/27/12 RIDGEWOOD ENERGY V FUND LLC 1.01,2.03,9.01 11/27/12 Ridgewood Energy W Fund LLC DE 1.01,2.03,9.01 11/27/12 ROYAL GOLD INC DE 1.01,1.02 11/27/12 Sabra Health Care REIT, Inc. MD 7.01,9.01 12/03/12 Sanchez Energy Corp DE 1.01,5.02,9.01 11/27/12 SANDRIDGE ENERGY INC DE 8.01,9.01 12/03/12 SANUWAVE Health, Inc. NV 3.02,9.01 11/27/12 SCOTTS LIQUID GOLD INC CO 8.01,9.01 12/03/12 SEALY CORP DE 8.01,9.01 11/30/12 SEQUENTIAL BRANDS GROUP, INC. DE 5.02,7.01,9.01 11/29/12 SERVICE CORPORATION INTERNATIONAL TX 5.02 11/30/12 SHAW GROUP INC LA 7.01,8.01 12/03/12 SHERWIN WILLIAMS CO OH 1.01,2.03,9.01 12/03/12 Shire plc 8.01,9.01 12/03/12 SIGNET JEWELERS LTD 8.01 12/03/12 Sino Agro Food, Inc. NV 7.01,9.01 12/03/12 SL GREEN REALTY CORP MD 7.01 12/03/12 SONIC AUTOMOTIVE INC DE 7.01,9.01 12/03/12 SONOCO PRODUCTS CO SC 5.02,8.01,9.01 11/30/12 SPX CORP DE 2.01,9.01 12/03/12 STEC, INC. CA 5.02 11/29/12 STEEL DYNAMICS INC IN 8.01,9.01 11/27/12 STRATUS PROPERTIES INC DE 8.01 11/29/12 STW RESOURCES HOLDING CORP. NV 1.01,2.03,3.02,5.02, 10/22/12 8.01,9.01 Sucampo Pharmaceuticals, Inc. 7.01,8.01,9.01 11/28/12 Sugarmade, Inc. DE 1.01,5.02,9.01 11/29/12 SUN HEALTHCARE GROUP INC DE 1.02,2.01,3.01,3.03, 12/03/12 5.01,5.02,5.03,8.01, 9.01 SUN HYDRAULICS CORP FL 8.01,9.01 12/03/12 SUNPOWER CORP DE 7.01 12/02/12 SUPERTEL HOSPITALITY INC VA 5.02 11/28/12 SYNERGY RESOURCES CORP CO 8.01,9.01 11/30/12 SYNERGY RESOURCES CORP CO 1.01,2.03,9.01 11/28/12 SYNOPSYS INC DE 2.01,8.01,9.01 11/30/12 Synthetic Biologics, Inc. NV 3.02,8.01,9.01 11/28/12 TeleNav, Inc. DE 5.07,8.01,9.01 12/03/12 TENGION INC DE 7.01,8.01 11/30/12 TESSCO TECHNOLOGIES INC DE 1.01,8.01,9.01 11/30/12 TGC INDUSTRIES INC TX 7.01,9.01 12/03/12 THOMAS PROPERTIES GROUP INC DE 9.01 09/17/12 AMEND TIMKEN CO OH 7.01,9.01 12/03/12 TITAN INTERNATIONAL INC IL 8.01,9.01 12/03/12 TRANS LUX CORP DE 5.02 11/30/12 TransMontaigne Partners L.P. DE 7.01,9.01 12/03/12 Travelport LTD D0 7.01,9.01 12/03/12 Triangle Petroleum Corp DE 1.01,3.03,5.03,7.01, 11/29/12 9.01 TRIUMPH GROUP INC DE 5.02 11/29/12 U S PRECIOUS METALS INC DE 1.01 11/29/12 U. S. Premium Beef, LLC 5.02,9.01 12/03/12 Unilife Corp DE 5.07,7.01,9.01 11/29/12 UNIONBANCAL CORP DE 8.01,9.01 12/01/12 United Health Products, Inc. NV 4.01,9.01 12/03/12 URBAN OUTFITTERS INC PA 5.02,5.03,9.01 11/27/12 US AIRWAYS GROUP INC DE 8.01,9.01 11/29/12 US CONCRETE INC DE 8.01,9.01 11/30/12 US FUEL CORP NV 4.01,9.01 12/03/12 USA Synthetic Fuel Corp DE 5.02,5.07,8.01,9.01 11/28/12 VERSANT CORP CA 8.01,9.01 11/30/12 VHGI HOLDINGS, INC. DE 4.01,9.01 10/19/12 AMEND Viacom Inc. DE 5.02,9.01 11/27/12 VIAD CORP DE 5.02,9.01 11/27/12 VII Peaks-KBR Co-Optivist Income BDC MD 2.02 11/29/12 VISHAY INTERTECHNOLOGY INC DE 5.02 11/29/12 Volcano Corp DE 1.01,8.01,9.01 12/01/12 WESBANCO INC WV 2.01,3.02,5.02,7.01, 12/03/12 9.01 Western Gas Partners LP DE 7.01,9.01 12/03/12 Whitestone REIT TX 9.01 09/30/12 AMEND WHITEWAVE FOODS Co DE 8.01,9.01 12/03/12 WIDEPOINT CORP DE 5.02,9.01 11/27/12 AMEND XCEL ENERGY INC MN 7.01 12/03/12 XcelMobility Inc. NV 5.02 12/03/12 XL RENT, INC. NV 1.01,1.02,5.01,5.02, 10/24/12 AMEND 5.03,9.01 ZIONS BANCORPORATION /UT/ UT 9.01 12/03/12 ZOOM TECHNOLOGIES INC DE 3.01 11/27/12