Commission Suspends Trading in the Securities of Eight Issuers for Failure to Make Required Periodic Filings
The Securities and Exchange Commission (Commission) announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EST on December 5, 2013 and terminating at 11:59 p.m. EST on December 18, 2013.
The Commission temporarily suspended trading in the securities of these eight 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) 551-5777. 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 Branch of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-70988; Order)
Closed Meeting on Thursday, December 12, 2013 at 2:00 p.m.
The subject matter of the Closed Meeting will be: institution and settlement of injunctive actions; institution and settlement of administrative proceedings; an opinion; and other matters relating to enforcement proceedings.
At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact the Office of the Secretary at (202) 551-5400.
Commission Obtains Final Judgment against Massachusetts-Based Broker and Investment Adviser
The Commission announced today that on December 4, 2013, the U.S. District Court for the District of Massachusetts entered final judgments against Arnett L. Waters of Milton, Massachusetts, and two entities that he controlled, broker-dealer A.L. Waters Capital, LLC and investment adviser Moneta Management, LLC, who are defendants in an enforcement action filed by the Commission in May 2012. The Commission filed its action on an emergency basis in order to halt the defendants' fraudulent sales of fictitious investment-related partnerships. The final judgment, to which the defendants consented, enjoins them from violating the antifraud provisions of the federal securities laws. The Court also found the defendants jointly and severally liable for $839,000 in disgorgement, which has been deemed satisfied by a restitution order of over $9 million in a parallel criminal proceeding.
The Commission's enforcement action filed May 1, 2012 alleged that from at least 2009-2012, Waters, A.L. Waters Capital and Moneta Management engaged in a fraudulent scheme through which they raised at least $780,000 from at least 8 investors, including $500,000 from Waters' church, by promising to use investor funds to purchase a portfolio of securities, when they instead misappropriated the money and spent it on personal and business expenses. On May 3, 2012, the Court entered a preliminary injunction order that, among other things, froze the defendants' assets, as well as those of two relief defendants, one of whom was Waters' wife, and required them to provide an accounting of all their 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 and asset freeze 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 Commission on December 3, 2012 barred Waters from the securities industry based on his guilty plea in the criminal contempt action.
The U.S. Attorney for the District of Massachusetts charged Waters with an 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 arising out of both the conduct that is the subject of the Commission's civil action and a criminal scheme through which Waters defrauded clients of his rare coin business out of as much as $7.8 million. 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 obstruction of justice in connection with 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. As a result of his guilty plea to this criminal conduct, Waters was sentenced on April 26, 2013 to 17 years in federal prison and three years of supervised release, and was ordered to pay $9,025,691 in restitution and forfeiture.
The final judgment in the Commission's enforcement action enjoins the defendants from violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and Section 17(a) of the Securities Act of 1933, and also enjoins Waters and Moneta Management from violations of Section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-8 thereunder. On November 18, 2013, the Court entered the parties' stipulation of dismissal against relief defendant Port Huron Partners, LLP, an unregistered entity owned by Waters. The Commission's case remains pending against relief defendant Janet Waters, Arnett Waters' wife.
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. [S.E.C. v. A.L. Waters Capital, LLC, et al., Civil Action No. 12-cv-10783-DJC (District of Massachusetts)] (LR-22885)
Commission Bars Anastasios "Tommy" Belesis And Imposes Additional Remedial Sanctions Against Belesis and John Thomas Financial, Inc.
On December 5, 2013, the Commission issued an Order Making Findings, Imposing Remedial Sanctions and a Cease-and-Desist Order, Pursuant to Sections 21C, 15(b)(4) and 15(b)(6) of the Securities Exchange Act of 1934, Section 203(k) of the Investment Advisers Act of 1940 ("Advisers Act"), and Section 9(b) of the Investment Company Act of 1940 as to John Thomas Financial, Inc. and Anastasios "Tommy" Belesis (the "Order"). The Order, which is effective immediately, bars Anastasios "Tommy" Belesis ("Belesis") 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, and further prohibits him from serving or acting as an employee, officer, director, member of an advisory board, investment adviser, or depositor of, or principal underwriter for, a registered investment company or affiliated person of such investment adviser, depositor, or principal underwriter. The Order also directs Belesis and the broker-dealer where he formerly served as chief executive officer, John Thomas Financial, Inc. ("John Thomas"), to cease-and desist from committing or causing any violations and future violations of Section 206(2) of the Advisers Act, and censures them. Belesis was ordered to pay $400,000 in disgorgement and prejudgment interest and a civil penalty of $100,000. John Thomas was ordered to pay a civil penalty of $500,000.
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 2007, Respondents sold shares of two hedge funds, then known as the John Thomas Bridge and Opportunity Fund LP I and LP II (the "Funds"). They also provided other services relating to the Funds, including execution of the Funds' securities transactions and services to the companies in which the Funds invested. Through Belesis' influence over the Funds' manager and adviser, the Respondents aided, abetted and caused the manager's and adviser's breaches of their fiduciary duties to the Funds.
Although John Thomas and the Funds shared the same brand name, the adviser purported to be wholly independent of John Thomas. Likewise, the manager represented that he was "responsible for all the investment decisions" of the Funds. However, the manager and adviser on occasion acquiesced to Respondent Belesis' demands regarding certain investment decisions; the independence of the adviser and John Thomas was untrue. In addition, the manager and adviser used the Funds' assets to pay the Respondents significant amounts for providing services that had little or no direct value to the Funds. (Rel. 34-70989)
Commission Orders Hearings on Registration Suspension or Revocation against Eight Companies for Failure to Make Required Periodic Filings
In conjunction with this trading suspension, 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 eight companies for failure to make required periodic filings with the Commission:
In the Matter of ICC Worldwide, Inc., et al., Administrative Proceeding File No. 3-15636
In this Order, the Division of Enforcement (Division) alleges that the eight issuers are delinquent in their required periodic filings with the Commission.
In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the 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 proceeding 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 this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-70987)
Investment company orders
American Beacon Funds, et al.
A notice has been issued giving interested persons until December 27, 2013 to request a hearing on an application filed by American Beacon Funds, American Beacon Select Funds, and American Beacon Advisors, Inc., for an order that would supersede a prior order and exempt applicants from Section 15(a) of the Investment Company Act of 1940 (Act) and Rule 18f-2 under the Act, as well as from certain disclosure requirements. The order would permit the applicants to enter into and materially amend subadvisory agreements without shareholder approval and would grant relief from certain disclosure requirements. (Rel. IC-30819)
Immediate Effectiveness of Proposed Rule Change
A proposed rule change filed by BOX Options Exchange LLC to amend interpretive material to Rule 5050 to eliminate the cap on the number of additional series that may be listed per expiration month for each Quarterly Options Series in exchange-traded fund options (SR-BOX-2013-57) 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 9, 2013. (Rel. 34-70991)
The Commission issued notice of filing and immediate effectiveness of a proposed rule change (SR-MIAX-2013-55) filed by Miami International Securities Exchange LLC pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 to amend Exchange Rule 402. Publication is expected in the Federal Register during the week of December 9, 2013. (Rel. 34-70992)
A proposed rule change filed by the New York Stock Exchange LLC to amend its price list to specify the exclusion of odd lot transactions from consolidated average daily volume calculations for a limited period of time for purposes of certain transaction pricing on the exchange (SR-NYSE-2013-78) 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 9, 2013. (Rel. 34-70997)
Notice of Proposed Rule Change
NYSE Arca, Inc. has filed a proposed rule change (SR-NYSEArca-2013-132) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to list and trade shares of Merk Hard Currency ETF under NYSE Arca Equities Rule 8.600. Publication is expected in the Federal Register during the week of December 9, 2013. (Rel. 34-70994)
Approval of a Proposed Rule Change
The Commission granted approval of a proposed rule change (SR-BATS-2013-051) submitted by BATS Exchange, Inc. pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to list and trade shares of the iShares Liquidity Income Fund. Publication is expected in the Federal Register during the week of December 9, 2013. (Rel. 34-70986)
The Commission has issued notice of filing of, and granted accelerated approval to, a proposed rule change (SR-CBOE-2013-114) filed by Chicago Board Options Exchange, Incorporated, pursuant to Rule 19b-4 under the Securities Exchange Act of 1934, to amend CBOE Rule 18.2 (Procedures in Trading Permit Holder Controversies). Publication is expected in the Federal Register during the week of December 9, 2013. (Rel. 34-70996)
The Commission granted approval of a proposed rule change filed by the Municipal Securities Rulemaking Board (SR-MSRB-2013-08) consisting of amendments to MSRB Rule G-11, on primary offering practices, relating to changes in a bond authorizing document. Publication is expected in the Federal Register during the week of December 9, 2013. (Rel. 34-70990)
The Commission granted approval of a proposed rule change (SR-NYSEArca-2013-101), submitted by NYSE Arca, Inc. pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to list and trade Shares of the WisdomTree Bloomberg U.S. Dollar Bullish Fund, WisdomTree Bloomberg U.S. Dollar Bearish Fund, and the WisdomTree Commodity Currency Bearish Fund under NYSE Arca Equities Rule 8.600. Publication is expected in the Federal Register during the week of December 9, 2013. (Rel. 34-70993)
The Commission has approved a proposed rule change (File No. SR-NSCC-2013-02), as modified by amendment, filed by the National Securities Clearing Corporation (NSCC) under Section 19(b)(1) of the Securities Exchange Act of 1934 to institute supplemental liquidity deposits to its Clearing Fund designed to increase liquidity resources to meet its liquidity needs.
Publication is expected in the Federal Register during the week of December 9, 2013. (Rel. 34-70999)
Designation of Longer Period for Commission Action on Proposed Rule Change
The Commission has designated a longer period for Commission action under Section 19(b)(2) of the Securities Exchange Act of 1934 on a proposed rule change (SR-NYSEArca-2013-92) filed by NYSE Arca, Inc. to amend NYSE Arca Equities Rules 7.31, 7.32, 7.37, and 7.38 in order to comprehensively update rules related to the Exchange's order types and modifiers. Publication is expected in the Federal Register during the week of December 9, 2013. (Rel. 34-70995)
Notice of No Objection to an Advance Notice
The Commission has issued a notice of no objection to an advance notice (File No. SR-NSCC-2013-802), as modified by amendment, filed by the National Securities Clearing Corporation (NSCC) under Section 806(e)(1)(I) of the Payment, Clearing, and Settlement Supervision Act of 2010 to institute supplemental liquidity deposits to its Clearing Fund designed to increase liquidity resources to meet its liquidity needs. Publication is expected in the Federal Register during the week of December 9, 2013. (Rel. 34-71000)
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 Compliance & Risk Management Solutions Inc., 2490 BLACKROCK TURNPIKE, #344, FAIRFIELD, CT, 06825, 203-456-8088 - 1,508,000 ($180,960.00) Equity, (File 333-192647 - Dec. 4) (BR. ) F-1 ELBIT VISION SYSTEMS LTD, 7 BAREKET STREET, INDUSTRIAL PARK CAESAREA, P.O.B. 3047, CAESAREA, L3, 30889, 01197246107609 - 49,764,670 ($3,483,526.90) Equity, (File 333-192648 - Dec. 4) (BR. 10A) S-1 Lion Biotechnologies, Inc., 21900 BURBANK BLVD., THIRD FLOOR, WOODLAND HILLS, CA, 91367, 818-992-3126 - 24,017,456 ($120,832,106.00) Equity, (File 333-192649 - Dec. 4) (BR. 05A) S-8 Iveda Solutions, Inc., 1201 SOUTH ALMA SCHOOL ROAD, MESA, AZ, 85210, 480-307-8700 - 10,000,000 ($17,000,000.00) Equity, (File 333-192655 - Dec. 4) (BR. 06A) S-8 REINSURANCE GROUP OF AMERICA INC, 1370 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MO, 63017-6039, 6367367000 - 0 ($120,448,000.00) Equity, (File 333-192656 - Dec. 4) (BR. 01B) S-3 SKYSTAR BIO-PHARMACEUTICAL CO, RM 10601, JIEZUO PLAZA, NO. 4, FENGHUI ROAD SOUTH, GAOXIN DISTRICT, XIAN PROVINCE, F4, 00000, 407-645-4433 - 0 ($35,000,000.00) Equity, (File 333-192657 - Dec. 4) (BR. 01A) S-4 CNH Capital LLC, 5729 WASHINGTON AVENUE, RACINE, WI, 53406, 262.636.6011 - 0 ($500,000,000.00) Debt, (File 333-192659 - Dec. 4) (BR. 07) S-8 AMR CORP, 4333 AMON CARTER BLVD, FORT WORTH, TX, 76155, 8179631234 - 0 ($1,206,969,638.00) Equity, (File 333-192660 - Dec. 4) (BR. 05A)
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