 |
Home | Previous Page | |
|
||
 |
|
|
|
||
 |
|
|
|
|
|||||||||||||||
|
|
|||||||||||||||
|
 |
Commission announcementsCommission Names Julie Lutz as Director of Denver Regional OfficeThe Securities and Exchange Commission (Commission) today announced the appointment of Julie K. Lutz as director of the Denver Regional Office, where she will oversee enforcement and examinations in a seven-state region. Ms. Lutz has supervised the enforcement program in the Denver office as associate director since 2010. She has been serving as acting co-director of the office for the past few months. "Julie brings a wealth of experience, a passion for the work of the Commission, and an emphasis on getting results," said Andrew J. Ceresney, co-director of the SEC's Division of Enforcement. "The enforcement staff in Denver has flourished under Julie's leadership, and we are pleased that she has agreed to take on this role." Ms. Lutz has led SEC enforcement efforts in a number of major cases out of the Denver office:
Ms. Lutz joined the SEC staff in 1977 and worked in San Francisco and Washington D.C. before moving to the Denver office in 1996. She has contributed to the success of the Denver office in a variety of roles ranging from investigative attorney to trial counsel as she has ascended through the ranks to become the leader of the office. "For more than 35 years, Julie has demonstrated her commitment to working for investors and our markets, and we are especially pleased to bring her considerable experience and talent to the examination program," said Andrew J. Bowden, director of the SEC's National Exam Program. Ms. Lutz said, "The Denver office has an outstanding record of collaboration and accomplishments in the exam and enforcement arenas, which speaks to the great talent and dedication of the staff here. I am honored to be appointed as regional director and look forward to continuing our strong record of achievement." Ms. Lutz earned her bachelor's degree cum laude from Stanford University and her law degree from Cornell University. (Press Rel. 2013-246) Commission Announces Fraud Charges against Two Florida-Based Investment AdvisersThe Commission today announced charges against two Tampa-area investment advisers accused of committing fraud by failing to truthfully inform clients about compensation received from offshore funds they were recommending as safe investments despite substantial risks and red flags. The advisers also are charged with contributing to violations of the "custody rule" that requires investment advisory firms to establish specific procedures to safeguard and account for client assets. The SEC's Enforcement Division alleges that Gregory J. Adams and Larry C. Grossman solicited and directed clients of their investment firm Sovereign International Asset Management to invest almost exclusively in funds controlled by an asset manager named Nikolai Battoo, who the SEC charged in a separate enforcement action last year. Grossman and Adams failed to inform clients about the conflict of interest in recommending these investments as Battoo was paying them millions of dollars in compensation for steering investors to his funds. "Investment advisers have a fiduciary duty to act in utmost good faith when recommending investments, and they must fully disclose all of the relevant facts to their clients," said Eric I. Bustillo, director of the SEC's Miami Regional Office. "Adams and Grossman breached this duty when they misstated their compensation and failed to disclose serious conflicts of interest." According to the SEC's order instituting administrative proceedings, Grossman was paid approximately $3.3 million and Adams received $1 million in the undisclosed compensation arrangements. Grossman and Adams promoted the investments as safe, diversified, independently administered and audited, and suitable for the investment objectives and risk profiles of their clients who were often retirees. However, Battoo's funds were in fact risky, lacked diversification, and lacked independent administrators and auditors. Grossman and Adams also failed to investigate - and in some cases wholly disregarded - numerous red flags surrounding Battoo and his funds. The SEC's Enforcement Division alleges that Grossman and Adams aided and abetted Sovereign's violations of the custody rule when they instructed clients to transfer their investment funds to a bank account controlled by a related entity. Grossman and Adams pooled clients' money in this bank account before investing it in Battoo's offshore funds. Sovereign failed to comply with the custody rule, which requires an investment adviser to comply with surprise examinations or certain other procedures to verify and safeguard client assets. According to the SEC's order, Grossman and Adams willfully violated Section 17(a)(2) of the Securities Act of 1933, Section 15(a) of the Securities Exchange Act of 1934, and Sections 206(1), 206(2), 206(3) and 207 of the Investment Advisers Act of 1940. They willfully aided and abetted violations of Section 15(a) of the Exchange Act and Section 206(4) of the Advisers Act and Rules 204-3 and 206(4)-2. The SEC's investigation was conducted by Andre J. Zamorano, Sunny H. Kim, and Kathleen Strandell in the SEC's Miami office. The case was supervised by Thierry Olivier Desmet, and the litigation will be led by Patrick R. Costello. The SEC examination of Sovereign that led to the investigation was conducted by Roda A. Johnson and Jean M. Cabot under the supervision of John C. Mattimore. (Press Rel. 2013-245) ENFORCEMENT PROCEEDINGSCommission Bars Gregg C. Lorenzo and Imposes Additional Remedial Sanctions against Lorenzo and Charles Vista, LLCOn November 20, 2013, the Commission issued an Order Making Findings and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b), 21B, and 21C of the Securities Exchange Act of 1934 as to Respondent Gregg C. Lorenzo and Charles Vista, LLC (the Order). The Order, which is effective immediately, bars Gregg C. Lorenzo (Lorenzo) from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating agency and from participating in any offering of a penny stock. The Order also directs Lorenzo and the broker-dealer where he was formerly registered, Charles Vista, LLC (Charles Vista), to cease-and desist from violating Section 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 (Exchange Act). Charles Vista was further ordered to cease-and-desist from violating Section 15(c) and Rule 10b-3 of the Exchange Act. Lorenzo and Charles Vista (Respondents) were ordered, jointly and severally, to pay $150,000 in disgorgement and pre-judgment interest. In addition, Lorenzo was ordered to pay a civil penalty of $375,000 and Charles Vista was ordered to pay a $4.35 million civil penalty. Without admitting or denying the findings in the Order except as to jurisdiction, which the Respondents admitted, the Respondents consented to the entry of the Order. The Order made the following findings: Beginning in the fall of 2009, the Respondents used misleading sales tactics to defraud several investors into purchasing highly risky debt securities issued by Waste2Energy Holdings, Inc., a now-bankrupt company that purported to possess technology for converting waste into clean energy. Gregg Lorenzo, a Staten Island, New York resident and the founder of Charles Vista, attempted to convince the investors to purchase Waste2Energy debt securities so that he and his firm could earn lucrative commissions. To solicit purchases, Gregg Lorenzo and another person registered at the firm made a litany of false, misleading, and unfounded statements to create the impression that the speculative debt securities, which were convertible into stock, were effectively risk-free and would likely result in enormous investment returns. Respondents Gregg Lorenzo and Charles Vista made both oral and written misrepresentations to induce investors to purchase the Waste2Energy securities. Charles Vista sent its customers a series of email solicitations that, among other things, falsely claimed that the company had "over $10 million in confirmed assets," which would provide investors with protection against losses. In reality, the company had written its assets down to almost zero, and was subject to a going concern opinion from its auditor. (Rel. 34-70904) In the Matter of Larry C. Grossman and Gregory J. AdamsOn November 20, 2013, the Commission announced the issuance of an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 15(b) and 21C of the Securities Exchange Act of 1934, Sections 203(f) and 203(k) of the Investment Advisers Act of 1940 and Section 9(b) of the Investment Company Act of 1940 (Order) against Larry C. Grossman and Gregory J. Adams. The Division of Enforcement (Division) alleges that investment advisers Grossman and Adams failed to truthfully inform clients about compensation received from offshore funds they were recommending as safe investments despite substantial risks and red flags. The advisers also are charged with contributing to violations of the "custody rule" that requires investment advisory firms to establish specific procedures to safeguard and account for client assets. The Division further alleges Grossman and Adams solicited and directed clients of their investment firm Sovereign International Asset Management to invest almost exclusively in funds controlled by an asset manager named Nikolai Battoo, who the SEC charged in a separate enforcement action last year. Grossman and Adams failed to inform clients about the conflict of interest in recommending these investments as Battoo was paying them millions of dollars in compensation for steering investors to his funds. According to the Order, Grossman was paid approximately $3.3 million and Adams received $1 million in the undisclosed compensation arrangements. Grossman and Adams promoted the investments as safe, diversified, independently administered and audited, and suitable for the investment objectives and risk profiles of their clients, who were often retirees. However, Battoo's funds were in fact risky, lacked diversification, and lacked independent administrators and auditors. Grossman and Adams also failed to investigate - and in some cases wholly disregarded - numerous red flags surrounding Battoo and his funds. The Division also alleges that Grossman and Adams aided and abetted Sovereign's violations of the "custody rule" when they instructed clients to transfer their investment funds to a bank account controlled by a related entity. Grossman and Adams pooled clients' money in this bank account before investing it in Battoo's offshore funds. Sovereign failed to comply with the custody rule, which requires an investment adviser to comply with surprise examinations or certain other procedures to verify and safeguard client assets. A hearing before an administrative law judge will be scheduled to determine whether the allegations in the Order are true, to provide Grossman and Adams an opportunity to respond to these allegations, and to determine what, if any, remedial action is appropriate in the public interest. The Order directed the Administrative Law Judge to issue an initial decision within 300 days from the date of service of the Order. (Rel. 34-70908) Commission Issues Initial Decision to Revoke Registration of Securities of High End Ventures, Inc. for Failure to Make Required Periodic FilingsAn Administrative Law Judge has issued an Initial Decision (ID) in High End Ventures, Inc., Admin. Proc. File No. 3-15577. The Order Instituting Proceedings alleged that Respondent repeatedly failed to file timely periodic reports while its securities were registered with the Securities and Exchange Commission. The ID finds these allegations to be true and revokes the registration of each class of Respondent's registered securities, pursuant to Section 12(j) of the Securities Exchange Act of 1934. (ID-528) James L. Brandolino Barred From the Securities IndustryJames L. Brandolino (Brandolino), formerly of Chicago, Illinois, has been barred from the securities industry. The sanction was ordered in an administrative proceeding before an administrative law judge, following a May 2013 conviction of mail fraud. From 2003 to January 2011, Brandolino defrauded investors and obtained money by means of materially false and misleading statements in connection with certain managed accounts and the offer and sale of investment interests in commodity pools. (ID-529) Investment company ordersWisdomTree Trust, et al.A notice has been issued giving interested persons until December 10, 2013, to request a hearing on an application filed by WisdomTree Trust, et al., 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; (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares; and (f) certain series to perform creations and redemptions of Shares in-kind in a master-feeder structure. (IC-30790) Self-regulatory organizationsImmediate Effectiveness of Proposed Rule ChangeA proposed rule change filed by the Miami International Securities Exchange LLC to amend the MIAX Fee Schedule (SR-MIAX-2013-52) 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 November 25, 2013. (Rel. 34-70903) A proposed rule change filed by Chicago Board Options Exchange, Incorporated to amend the CBSX Fees Schedule (SR-CBOE-2013-111) 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 25, 2013. (Rel. 34-70907) Notice of Proposed Rule ChangeNYSE Arca, Inc. has filed a proposed rule change (SR-NYSEArca-2013-122) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder relating to the use of derivative instruments by PIMCO Total Return Exchange Traded Fund. Publication is expected in the Federal Register during the week of November 25, 2013. (Rel. 34-70905) The Financial Industry Regulatory Authority, Inc. has filed a proposed rule change (SR-FINRA-2013-046) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder relating to TRACE reporting and dissemination of transactions in additional asset-backed securities. Publication is expected in the Federal Register during the week of November 25, 2013. (Rel. 34-70906) The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue. Registration statements may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.
S-3 Carbonite Inc, 177 HUNTINGTON AVENUE, BOSTON, MA, 02115, 6175871140 -
19,000,000 ($188,810,000.00) Unallocated (Universal) Shelf,
(File 333-192400 - Nov. 19) (BR. 03B)
S-3 URANIUM ENERGY CORP, 1111 WEST HASTINGS STREET, SUITE 320, VANCOUVER,
A1, V6E 2J3, 604-682-9775 - 3,007,239 ($5,052,161.52) Equity,
(File 333-192401 - Nov. 19) (BR. 09B)
S-1 NOODLES & Co, 520 ZANG ST., SUITE D, BROOMFIELD, CO, 80021,
7202141921 - 5,175,000 ($222,783,750.00) Equity, (File 333-192402 -
Nov. 19) (BR. 05B)
S-11 INDEPENDENCE REALTY TRUST, INC, CIRA CENTRE, 2929 ARCH ST. 17TH FLOOR,
PHILADELPHIA, PA, 19104, 2152439000 - 0 ($50,000,000.00) Equity,
(File 333-192403 - Nov. 19) (BR. 08B)
S-8 Houghton Mifflin Harcourt Co, 222 BERKELEY STREET, BOSTON, MA, 02116,
617-351-5000 - 0 ($215,990,536.98) Equity, (File 333-192404 - Nov. 19)
(BR. 05C)
S-1 Electric Vehicle Research Corp, 8200 SEMINOLE BOULEVARD, SEMINOLE, FL,
33772, 727-471-0444 - 1,182,000 ($59,100.00) Equity, (File 333-192405 -
Nov. 19) (BR. 08)
S-8 TANDEM DIABETES CARE INC, 11045 ROSELLE STREET, SUITE 200, San Diego,
CA, 92121, 858-366-6900 - 0 ($101,199,964.00) Equity,
(File 333-192406 - Nov. 19) (BR. 10B)
S-8 APPLIED OPTOELECTRONICS, INC., 13115 JESS PIRTLE BLVD, SUGAR LAND, TX,
77478, 281-295-1800 - 2,600,000 ($32,422,000.00) Equity,
(File 333-192407 - Nov. 19) (BR. 10A)
S-8 Village Bank & Trust Financial Corp., 15521 MIDLOTHIAN TURNPIKE,
SUITE 200, MIDLOTHIAN, VA, 23113, 804-897-3900 -
555,000 ($693,750.00) Equity, (File 333-192408 - Nov. 19) (BR. 07B)
S-3 CYTORI THERAPEUTICS, INC., 3020 CALLAN ROAD, SAN DIEGO, CA, 92121,
8584580900 - 0 ($19,600,000.00) Equity, (File 333-192409 - Nov. 19)
(BR. 10A)
S-8 FIRST MARBLEHEAD CORP, 800 BOYLSTON ST., 34TH FLOOR, BOSTON, MA,
02199-8157, 617 638-2000 - 6,000,000 ($4,560,000.00) Equity,
(File 333-192410 - Nov. 19) (BR. 07B)
S-8 BEST BUY CO INC, 7601 PENN AVE SOUTH, RICHFIELD, MN, 55423,
6122911000 - 7,000,000 ($304,570,000.00) Equity,
15,000,000 ($15,000,000.00) Other, (File 333-192412 - Nov. 19) (BR. 02C)
S-3 Campus Crest Communities, Inc., 2100 REXFORD ROAD, SUITE 414,
CHARLOTTE, NC, 28211, 704-496-2500 - 9,950,240 ($97,661,606.00) Equity,
(File 333-192413 - Nov. 19) (BR. 08C)
S-4 FNB CORP/FL/, F.N.B. CORPORATION, ONE F.N.B. BOULEVARD, HERMITAGE, PA,
16148, 724-981-6000 - 0 ($87,576,911.40) Equity, (File 333-192414 -
Nov. 19) (BR. 07C)
S-1 Ournett Holdings, Inc., 500 FIFTH AVENUE, SUITE 1420, NEW YORK, NY,
10110, 212-986-1544 - 1,200,000 ($30,000.00) Equity, (File 333-192415 -
Nov. 19) (BR. )
S-3ASR Clovis Oncology, Inc., 2525 28TH STREET, SUITE 100, BOULDER, CO, 80301,
(303) 625-5000 - 3,713,731 ($191,962,756.00) Equity, (File 333-192416 -
Nov. 19) (BR. 01B)
S-8 zulily, inc., 2200 FIRST AVENUE SOUTH, SEATTLE, WA, 98134,
(877) 779-5614 - 0 ($593,640,415.45) Equity, (File 333-192418 -
Nov. 19) (BR. 02)
Recent 8K FilingsForm 8-K is used by companies to file current reports on the following events:
Form 8-K filings can be researched through several SEC EDGAR searches, some of which have item filtering functionality. • Latest Filings Search, filtered for 8-K, returns the most recent 8-K filings. Item numbers are indicated on the results page. You can also subscribe to the associated RSS, which also indicates items. • Boolean Archive Search, allows item searching and filtering by other "header data". For example, here are 8-Ks filed on 10/30/2013 with Item 8.01. Note, however, that this search lags by one business day. The index is refreshed nightly. • Company Search, allows filtering for 8-K for a specific company. For example, see IBM's 8-K filings. • EDGAR Full-Text Search, advanced menu, allows searching by 8-K with additional filtering by search phrase, SIC code, and date range. Note that this search only indexes filings from the last 4 years. • Current Events Search shows the most recent filings listed by day. |