Commission Announces First Deferred Prosecution Agreement with Individual
The Securities and Exchange Commission (Commission) today announced a deferred prosecution agreement with a former hedge fund administrator who helped the agency take action against a hedge fund manager who stole investor assets.
Deferred prosecution agreements (DPAs) encourage individuals and companies to provide the SEC with forthcoming information about misconduct and assist with a subsequent investigation. In return, the SEC refrains from prosecuting cooperators for their own violations if they comply with certain undertakings.
According to the SEC's DPA with Scott Herckis - the agency's first with an individual - he served as administrator for Connecticut-based Heppelwhite Fund LP, which was founded and managed by Berton M. Hochfeld. With voluntary and significant cooperation from Herckis, the SEC filed an emergency enforcement action against Hochfeld in November 2012 for misappropriating more than $1.5 million from the hedge fund and overstating its performance to investors. The SEC's action halted the fraud and froze the hedge fund's assets and Hochfeld's personal assets, which are now being used to compensate defrauded investors. Last month, a federal court judge approved a $6 million distribution to harmed Heppelwhite investors.
"We're committed to rewarding proactive cooperation that helps us protect investors, however the most useful cooperators often aren't innocent bystanders," said Scott W. Friestad, an associate director in the SEC's Division of Enforcement. "To balance these competing considerations, the DPA holds Herckis accountable for his misconduct but gives him significant credit for reporting the fraud and providing full cooperation without any assurances of leniency."
According to the DPA, Herckis served as the fund's administrator from December 2010 to September 2012, when he resigned and contacted government authorities with his concerns about Hochfeld's conduct and certain discrepancies in Heppelwhite's accounting records. Herckis voluntarily produced voluminous documents and described to the SEC how Hochfeld was able to perpetrate his fraud. As a result, the SEC was able to file the emergency action within weeks.
Under the terms of the DPA, which states that Herckis aided and abetted Hochfeld's securities law violations, Herckis must comply with certain prohibitions and undertakings. Herckis cannot serve as a fund administrator or otherwise provide any services to any hedge fund for a period of five years, and he also cannot associate with any broker, dealer, investment adviser, or registered investment company. The DPA requires Herckis to disgorge approximately $50,000 in fees he received for serving as the fund administrator, which will be added to the Fair Fund that has been created to help compensate Heppelwhite investors. A second round of distributions from the Fair Fund is expected after additional money is collected for harmed investors through the sale of Hochfeld's personal assets, including a collection of antiques he paid for with stolen funds.
The SEC's investigation was conducted by Brian Vann, Stacy Fresch, and Brian O. Quinn. The SEC appreciates the assistance of the U.S. Attorney's Office for the Southern District of New York and the Federal Bureau of Investigation. (Rel. 2013-241)
Commission Files Subpoena Enforcement Action again Charles T. Lawrence
On November 6, 2013, the Securities and Exchange Commission filed an application with the United States District Court for the Southern District of New York for an order to enforce an investigative subpoena served on Charles T. Lawrence relating to his formerly registered investment adviser Chasson Group, Inc., located in New York, NY.
The SEC's application and supporting papers allege that on April 29, 2013, the SEC issued a Formal Order Directing Private Investigation entitled In the Matter of Chasson Group, Inc. According to the Commission's application, Lawrence has failed to comply with a validly issued and served subpoena for documents and his testimony relating to this investigation, which involves, among other things, possible (i) misappropriation of client funds, (ii) false or misleading statements in forms Chasson Group filed with the Commission, and (iii) acting as an unregistered broker-dealer. (Rel. LR-22867)
Investment company orders
Arden Investment Series Trust
An order has been issued on an application filed by Arden Investment Series Trust (the "Trust") and Arden Asset Management LLC (collectively, the "Applicants") pursuant to Section 6(c) of the Investment Company Act of 1940 ("1940 Act"). The order grants exemptions from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder in cases where a life insurance company separate account supporting variable life insurance contracts ("VLI Accounts") holds shares of Arden Variable Alternative Strategies Fund, an existing portfolio of the Trust (the "Existing Variable Fund"), or a "Future Variable Fund," as defined below (any Existing Variable Fund or Future Variable Fund is referred to herein as a "Fund," and collectively, the "Funds"), and one or more of the following other types of investors also hold shares of the Funds: (i) any life insurance company separate account supporting variable annuity contracts ("VA Accounts"); (ii) any VLI Account; (iii) trustees of qualified group pension or group retirement plans outside the separate account context; (iv) the investment adviser or any subadviser to a Fund or affiliated persons of the adviser or subadviser (representing seed money investments in the Fund); and (v) any general account of an insurance company depositor of VA Accounts and/or VLI Accounts and affiliated persons of such insurance company. As used in the application, a Future Variable Fund is any investment company (or investment portfolio or series thereof), other than the Existing Variable Fund, designed to be sold to VA Accounts and/or VLI Accounts and to which Applicants or their affiliates may in the future serve as investment advisers, investment subadvisers, investment managers, administrators, principal underwriters or sponsors. (Rel. IC-30781)
Ranger Alternative Management, L.P. And Ranger Funds Investment Trust
A notice has been issued giving interested persons until December 9, 2013, to request a hearing on an application filed by Ranger Alternative Management, L.P. and Ranger Funds Investment Trust for an order to permit: (a) certain open-end management investment companies or series thereof 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 from 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. (IC-30778)
Immediate Effectiveness of Proposed Rule Change
A proposed rule change filed by C2 Options Exchange, Incorporated relating to Obvious Error (SR-C2-2013-038) 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 November 11th. (Rel. 34-70846)
A proposed rule change filed by Chicago Board Options Exchange, Incorporated relating to Obvious Error (SR-CBOE-2013-103) 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 November 11th. (Rel. 34-70844)
A proposed rule change filed by NASDAQ OMX PHLX LLC regarding box spread strategies (SR-Phlx-2013-109) 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 November 11th. (Rel. 34-70850)
Approval of a Proposed Rule Change
The Commission granted approval of a proposed rule change (File No. SR-NSCC-2013-10) submitted by National Securities Clearing Corporation (NSCC) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, relating to the decommissioning of the DTCC Trade Risk Pro service. Publication is expected in the Federal Register during the week of November12, 2013. (Rel. 34-70848)
The Commission approved a proposed rule change (SR-ICC-2013-07) filed by ICE Clear Credit LLC under Section 19(b)(1) of the Securities Exchange Act of 1934 to provide for the clearance of Standard Emerging European and Middle Eastern Sovereign single-name credit default swaps. Publication is expected in the Federal Register during the week of November 11th. (Rel. 34-70849)
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 NANOMETRICS INC, 1550 BUCKEYE DRIVE, MILPITAS, CA, 95035, 408-435-9600 - 2,600,000 ($46,098,000.00) Equity, (File 333-192183 - Nov. 8) (BR. 10B) S-4 Regency Energy Partners LP, 2001 BRYAN STREET, SUITE 3700, DALLAS, TX, 75201, 214-750-1771 - 0 ($3,431,253,399.00) Limited Partnership Interests, (File 333-192184 - Nov. 8) (BR. 04B) S-8 OFFICE DEPOT INC, 6600 NORTH MILITARY TRAIL, BOCA RATON, FL, 33496, 561-438-8176 - 0 ($264,948,528.30) Equity, (File 333-192185 - Nov. 8) (BR. 02B) S-8 IAC/INTERACTIVECORP, 555 WEST 18TH STREET, NEW YORK, NY, 10011, 2123147300 - 0 ($555,100,000.00) Equity, (File 333-192186 - Nov. 8) (BR. 02B) S-8 NATIONAL PENN BANCSHARES INC, PHILADELPHIA AND READING AVES, PO BOX 547, BOYERTOWN, PA, 19512, 1-800-822-3321 - 0 ($20,600,000.00) Equity, (File 333-192187 - Nov. 8) (BR. 07B) S-8 MEDIA GENERAL INC, 333 E FRANKLIN ST, RICHMOND, VA, 23219, 8046496000 - 7,159,686 ($68,224,237.00) Equity, (File 333-192188 - Nov. 8) (BR. 11A) S-8 GLOBAL EARTH ENERGY, INC., 1213 CULBERTH DRIVE, WILLMINGTON, NC, 28405, (910) 270-7749 - 250,000,000 ($200,000.00) Equity, (File 333-192190 - Nov. 8) (BR. 08C) S-4 Regency Energy Partners LP, 2001 BRYAN STREET, SUITE 3700, DALLAS, TX, 75201, 214-750-1771 - 0 ($600,000,000.00) Debt, (File 333-192194 - Nov. 8) (BR. 04B) S-8 ARCTIC CAT INC, 505 NORTH HWY 19, SUITE 1000, PLYMOUTH, MN, 55441, 763-354-1800 - 0 ($58,262,600.00) Equity, (File 333-192195 - Nov. 8) (BR. 05A) S-B KfW, PALMENGARTENSTRASSE, 5 - 9, FRANKFURT AM MAIN, 2M, 60325, 496974310 - 0 ($8,500,000,000.01) Debt, (File 333-192196 - Nov. 8) (BR. DN) F-10 TELUS CORP, 3777 KINGSWAY, BURNABY, D1, 00000, 0 ($2,015,623,724.00) Other, (File 333-192197 - Nov. 8) (BR. 11C) S-8 CHESAPEAKE UTILITIES CORP, 909 SILVER LAKE BLVD, PO BOX 615, DOVER, DE, 19903-0615, 3027346799 - 0 ($24,356,503.20) Equity, (File 333-192198 - Nov. 8) (BR. 02B) S-8 Norcraft Companies, Inc., 3020 DENMARK AVENUE, SUITE 100, EAGAN, MN, 55121, 800-297-0661 - 0 ($32,470,608.00) Equity, (File 333-192199 - Nov. 8) (BR. 06B) S-8 Healthient, Inc., 15132 PARK OF COMMERCE BLVD., 2ND FLOOR, JUPITER, FL, 33478, 888-720-2112 - 1,000,000 ($3,680,000.00) Asset-Backed Securities, (File 333-192200 - Nov. 8) (BR. 11C) S-8 POLYMET MINING CORP, FIRST CANADIAN PLACE, 100 KING STREET WEST, SUITE 5700, TORONTO, A6, M5X 1C7, 416-915-4149 - 26,268,700 ($33,979,021.00) Equity, (File 333-192208 - Nov. 8) (BR. 09A) S-4 GEO Group REIT, Inc., ONE PARK PLACE, SUITE 700, 621 NORTHWEST 53RD STREET, BOCA RATON, FL, 33487, 561-893-0101 - 0 ($3,035,700,000.00) Equity, (File 333-192209 - Nov. 8) (BR. 08) S-4 THERMOGENESIS CORP, 2711 CITRUS ROAD, RANCHO CORDOVA, CA, 95742, 9168585100 - 12,490,841 ($10,742,123.00) Equity, (File 333-192210 - Nov. 8) (BR. 10B) S-8 Sotherly Hotels Inc., 410 W. FRANCIS STREET, WILLIAMSBURG, VA, 23185, 757-229-5648 - 750,000 ($3,442,500.00) Equity, (File 333-192213 - Nov. 8) (BR. 08B) S-3 Maiden Holdings, Ltd., SCHRODERS HOUSE, 131 FRONT STREET, HAMILTON, D0, HM 12, (441) 295-5225 - 0 ($300,000,000.00) Equity, (File 333-192214 - Nov. 8) (BR. 01B) S-8 Opexa Therapeutics, Inc., 2635 TECHNOLOGY FOREST BLVD., THE WOODLANDS, TX, 77381, (281) 272-9331 - 3,000,000 ($5,895,000.00) Equity, (File 333-192215 - Nov. 8) (BR. 01B) S-3 HANSEN MEDICAL INC, 800 EAST MIDDLEFIELD ROAD, MOUNTAIN VIEW, CA, 94043, 650 404 5800 - 62,601,623 ($115,186,986.32) Equity, (File 333-192216 - Nov. 8) (BR. 10A) S-1 Arrakis Mining Research Inc., 8200 SEMINOLE BOULEVARD, SEMINOLE, FL, 33772, 613-421-9733 - 1,380,000 ($34,500.00) Equity, (File 333-192217 - Nov. 8) (BR. 08) S-3 HANSEN MEDICAL INC, 800 EAST MIDDLEFIELD ROAD, MOUNTAIN VIEW, CA, 94043, 650 404 5800 - 5,291,005 ($9,735,449.20) Equity, (File 333-192218 - Nov. 8) (BR. 10A) S-3ASR ANADARKO PETROLEUM CORP, 1201 LAKE ROBBINS DRIVE, THE WOODLANDS, TX, 77380-1046, 832-636-1000 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-192219 - Nov. 8) (BR. 04B) S-8 TEMPUR SEALY INTERNATIONAL, INC., 1000 TEMPUR WAY, LEXINGTON, KY, 40511, 800-878-8889 - 0 ($202,576,305.75) Equity, (File 333-192220 - Nov. 8) (BR. 06B) S-8 Clean Energy Fuels Corp., 4675 MACARTHUR COURT, SUITE 800, NEWPORT BEACH, CA, 92660, (949) 437-1000 - 0 ($28,425,000.00) Equity, (File 333-192221 - Nov. 8) (BR. 02C) S-8 BankUnited, Inc., 14817 OAK LANE, MIAMI LAKES, FL, 33016, (305) 569-2000 - 0 ($138,397.50) Equity, (File 333-192222 - Nov. 8) (BR. 07C) S-4 WINDSTREAM CORP, 4001 RODNEY PARHAM ROAD, LITTLE ROCK, AR, 72212, 501-748-7000 - 500,000,000 ($500,000,000.00) Debt, (File 333-192223 - Nov. 8) (BR. 11) S-8 BROADVISION INC, 1700 SEAPORT BLVD.,, SUITE 210, REDWOOD CITY, CA, 94063, 6503311000 - 200,000 ($1,934,000.00) Equity, (File 333-192224 - Nov. 8) (BR. 03B) S-8 CINCINNATI BELL INC, 221 E FOURTH ST, CINCINNATI, OH, 45202, 513-397-9900 - 3,000,000 ($8,730,000.00) Equity, (File 333-192225 - Nov. 8) (BR. 11C) S-8 CINCINNATI BELL INC, 221 E FOURTH ST, CINCINNATI, OH, 45202, 513-397-9900 - 3,000,000 ($8,730,000.00) Equity, (File 333-192226 - Nov. 8) (BR. 11C) S-3ASR CDW Corp, 200 N MILWAUKEE AVE, VERNON HILLS, IL, 60061, 847-465-6000 - 0 ($0.00) Equity, (File 333-192227 - Nov. 8) (BR. 02B) S-1 THREE FORKS, INC., 555 ELDORADO BLVD., SUITE 100, BROOMFIELD, CO, 80021, 303-404-2160 - 3,637,028 ($5,455,542.00) Equity, (File 333-192228 - Nov. 8) (BR. 04B) S-8 Edwards Lifesciences Corp, ONE EDWARDS WAY, IRVINE, CA, 92614, 9492502500 - 0 ($137,973,000.00) Equity, (File 333-192229 - Nov. 8) (BR. 10A) S-1 Cara Therapeutics, Inc., ONE PARROTT DRIVE, SHELTON, CT, 06484, 203-567-1500 - 0 ($60,000,000.00) Equity, (File 333-192230 - Nov. 8) (BR. 01A) S-8 CD INTERNATIONAL ENTERPRISES, INC., 431 FAIRWAY DRIVE, SUITE 200, DEERFIELD BEACH, FL, 33441, (954) 363-7333 - 6,400,000 ($832,000.00) Equity, (File 333-192231 - Nov. 8) (BR. 09B) S-1 AMEDICA Corp, 1885 WEST 2100 STREET, SALT LAKE CITY, UT, 84119, 801-839-3516 - 0 ($35,000,000.00) Equity, (File 333-192232 - Nov. 8) (BR. 10A) S-4 ALAMOGORDO FINANCIAL CORP, 500 10TH ST, ALAMOGORDO, NM, 88310, 525,059 ($1,853,459.00) Equity, (File 333-192233 - Nov. 8) (BR. 11C) S-1 Globoforce Ltd, RESERVOIR CORPORATE CENTER, 144 TURNPIKE ROAD, SUITE 310, SOUTHBOROUGH, MA, 01772, 508-229-1500 - 0 ($75,000,000.00) Equity, (File 333-192234 - Nov. 8) (BR. 03A) S-8 STERICYCLE INC, 28161 NORTH KEITH DRIVE, -, LAKE FOREST, IL, 60045, 8473675910 - 300,000 ($34,902,000.00) Equity, (File 333-192235 - Nov. 8) (BR. 06A) S-8 SFX Entertainment, INC, 430 PARK AVENUE, 6TH FLOOR, NEW YORK, NY, 10022, 646-561-6400 - 0 ($166,320,000.00) Other, (File 333-192236 - Nov. 8) (BR. 05B) S-3ASR Spirit Realty Capital, Inc., 16767 N. PERIMETER DR., SUITE 210, SCOTTSDALE, AZ, 85260, 480.606.0820 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-192237 - Nov. 8) (BR. 08B) S-8 FOX FACTORY HOLDING CORP, 915 DISC DRIVE, SCOTTS VALLEY, CA, 95066, 831-274-6500 - 0 ($76,065,118.00) Equity, (File 333-192238 - Nov. 8) (BR. 05A) S-3ASR WisdomTree Investments, Inc., 380 MADISON AVENUE, 21ST FLOOR, NEW YORK, NY, 10017, 212-801-2080 - 0 ($11,481,250.00) Equity, (File 333-192239 - Nov. 8) (BR. 08B) S-1 BRIGHT HORIZONS FAMILY SOLUTIONS INC., 200 TALCOTT AVENUE SOUTH, WATERTOWN, MA, 02472, 617-673-8000 - 0 ($323,265,000.00) Equity, (File 333-192240 - Nov. 8) (BR. 09A) F-3 MAGIC SOFTWARE ENTERPRISES LTD, 5 HAPLADA STREET, OR YEHUDA ISRAEL, L3, 60218, 97235389322 - 0 ($60,000,000.00) Equity, (File 333-192241 - Nov. 8) (BR. 03A) S-1 Kindred Biosciences, Inc., 58 WEST PORTAL AVE., #105, SAN FRANCISCO, CA, 94127, 415-596-1557 - 0 ($57,500,000.00) Equity, (File 333-192242 - Nov. 8) (BR. 01B) S-4 Affinia Group Inc., 1101 TECHNOLOGY DRIVE, ANN ARBOR, MI, 48108, 734-827-5400 - 0 ($250,000,000.00) Debt, (File 333-192243 - Nov. 8) (BR. 05A) S-1 Ultragenyx Pharmaceutical Inc., 60 LEVERONI COURT, NOVATO, CA, 94949, 415-483-8800 - 0 ($86,250,000.00) Equity, (File 333-192244 - Nov. 8) (BR. 01A) S-3ASR MPLX LP, 200 E. HARDIN STREET, FINDLAY, OH, 45840, (419) 421-2582 - 0 ($0.00) Limited Partnership Interests, (File 333-192245 - Nov. 8) (BR. 04B) F-1 SCORPIO BULKERS INC., 9, BOULEVARD CHARLES III, MC, O9, 98000, (011)377 9798 5716 - 0 ($100,000,000.00) Equity, (File 333-192246 - Nov. 8) (BR. 05B) S-8 ORGANOVO HOLDINGS, INC., 6275 NANCY RIDGE DRIVE, SUITE 110, SAN DIEGO, CA, 92121, 858-550-9994 - 0 ($35,500,000.00) Equity, (File 333-192248 - Nov. 8) (BR. 01A) S-4 PLAINS ALL AMERICAN PIPELINE LP, 333 CLAY STREET, SUITE 1600, HOUSTON, TX, 77002, 7136544100 - 0 ($744,221,551.15) Equity, (File 333-192249 - Nov. 8) (BR. 04A) S-1 LA JOLLA PHARMACEUTICAL CO, 4660 LA JOLLA VILLAGE DRIVE, SUITE 1070, SAN DIEGO, CA, 92122, 858-207-4264 - 142,857,139 ($24,285,713.63) Equity, (File 333-192250 - Nov. 8) (BR. 01B)
Recent 8K Filings
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