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U.S. Securities and Exchange Commission

SEC NEWS DIGEST

Issue 2013-234
December 6, 2013

Commission announcements

Commission Suspends Trading in the Securities of Guar Global Ltd.

The Securities and Exchange Commission ("Commission") today announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934, of trading in the securities of Guar Global Ltd. ("Guar Global"), at 9:30 a.m. EST on December 6, 2013 through 11:59 p.m. EST on December 19, 2013.

The Commission temporarily suspended trading in the securities of Guar Global because of concerns regarding the accuracy and adequacy of information in the marketplace and potentially manipulative transactions in Guar Global's common stock. Guar Global is quoted on OTC Link under the ticker symbol GGBL. The Commission acknowledges the assistance of the Financial Industry Regulatory Authority. See In the Matter of Guar Global Ltd. (Rel. 34-71002).

Commission Suspends Trading of Aden Solutions, Inc.

The Commission ordered the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the "Exchange Act"), of trading in the securities of Aden Solutions, Inc. ("Aden"), quoted on OTC Link, operated by OTC Markets Group, Inc., due to a lack of current and accurate information about the company because it has not filed certain periodic reports with the Commission and because of questions that have been raised about the accuracy and adequacy of information concerning the market for Aden stock. Aden's ticker symbol is ADSU.

The trading suspension will last for ten business days. The trading suspension commenced at 9:30 a.m. EST on December 6, 2013, and terminates at 11:59 p.m. EST on December 19, 2013.

The SEC acknowledges the assistance of FINRA in this matter.

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 Aden.

Further, brokers and dealers should be alert to the fact that, pursuant to Rule 15c2-11 under the Exchange Act, at the termination of the trading suspension, no quotation may be entered unless and until they have strictly complied with all of the provisions of the rule. If any broker or dealer has any questions as to whether or not he has complied with the rule, he should not enter any quotation but immediately contact the staff in the Division of Trading and Markets, Office of Interpretation and Guidance, at (202) 551-5777. If any broker or dealer is uncertain as to what is required by Rule 15c2-11, he should refrain from entering quotations relating to Aden's securities until such time as he has familiarized himself with the rule and is certain that all of its provisions have been met. 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 contact the following individuals: Amelia Cottrell, (212) 336-1056 or cottrella@sec.gov, Associate Regional Director, New York Regional Office; or Michael Paley, (212) 336-0045 or paleym@sec.gov; Assistant Regional Director, New York Regional Office. (Rel. 34-71001)

ENFORCEMENT PROCEEDINGS

Commission Halts Texas-Based Oil and Gas Investment Scheme

The Commission today announced charges and an emergency asset freeze against the perpetrators of a Texas-based Ponzi scheme involving purported investments in oil and gas projects.

The SEC alleges that Robert A. Helms and Janniece S. Kaelin, who work out of an office in Austin, misled investors about their experience in the oil and gas industry while raising nearly $18 million for supposed purchases of oil and gas royalty interests. Despite representations that nearly all of the money they raised would be used to make oil and gas investments, Helms and Kaelin actually used only a fraction of the offering proceeds for that purpose. Instead, the vast majority of investor funds were used to make Ponzi payments and cover various personal and business expenses.

 "Helms and Kaelin pretended to be in the oil and gas business when they were really in the business of fattening their own wallets," said David R. Woodcock, director of the SEC's Fort Worth Regional Office. "They lied to investors about the use of offering proceeds, spent investor funds on personal expenses, and made Ponzi payments to give investors the false impression that they were earning returns in a profitable venture."

The SEC's complaint unsealed late yesterday in U.S. District Court for the Western District of Texas also charges Deven Sellers of Arvada, Colo., and Roland Barrera of Costa Mesa, Calif., with illegally selling investments for Helms and Kaelin without being registered with the SEC. They also allegedly misled investors about the sales commissions and referral fees they were receiving.

According to the SEC's complaint, Helms and Kaelin began offering investments in 2011 through Vendetta Royalty Partners, a limited partnership that they control. They have since attracted at least 80 investors in more than a dozen states while promising in offering documents that they would use more than 99 percent of the investment proceeds to acquire a lucrative portfolio of oil and gas royalty interests. The offering documents were fraudulent as Helms and Kaelin invested only 10 percent of the proceeds, and the oil and gas projects in which they actually did invest generated only minuscule returns.

The SEC alleges that Helms and Kaelin directed Vendetta Royalty Partners to make approximately $5.9 million in so-called partnership income distributions to investors. They used money from newer investors to make the distributions to earlier investors. Helms and Kaelin created the illusion that Vendetta Royalty Partners was a profitable enterprise when, in fact, it was a fraudulent Ponzi scheme. Some offering documents touted Helms to have extensive oil-and-gas experience, misrepresenting that he had "worked with various mineral companies over the last 10 years advising management on issues involving the acquisition and management of royalty interests, mineral properties and related legal and financial issues." In fact, Helms's oil-and-gas experience came almost entirely from operating Vendetta Royalty Partners and its affiliated or predecessor companies.

The SEC alleges that Helms and Kaelin misled investors about other important matters besides their business background and industry reputation. They failed to disclose the existence of litigation against them and companies they control. They misrepresented the performance of the limited oil-and-gas royalty investments actually under their management. And they failed to inform investors that Vendetta Royalty Partners was behind on its line of credit. The company ultimately defaulted.

According to the SEC's complaint, Helms and Kaelin along with Sellers and Barrera told potential investors that any commissions or finder's fees would be small. However, Sellers and Barrera each received more than $200,000 in such fees on one investment alone. Sellers and Barrera regularly solicited investments without being registered as brokers.

At the SEC's request, the court entered an order temporarily restraining the defendants from further violations of the federal securities laws, freezing their assets, prohibiting the destruction of documents, requiring them to provide an accounting, and authorizing expedited discovery.

The SEC's complaint alleges that the defendants violated the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5. The complaint further alleges that Sellers and Barrera acted as unregistered brokers in violation of Section 15(a) of the Exchange Act. The complaint requests permanent injunctions and the disgorgement of ill-gotten gains plus prejudgment interest and penalties.

The SEC's investigation was conducted by Chris Davis, Carol Hahn, and Joann Harris of the Fort Worth Regional Office. The SEC's litigation will be led by Timothy McCole. The SEC appreciates the assistance of the Federal Bureau of Investigation, U.S. Secret Service, and Texas State Securities Board. (Press Rel. 2013-256)

Michael Anthony Gonzalez Permanently Enjoined and Barred

The Commission today announced that it barred Michael Anthony Gonzalez 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. The bar was imposed following entry of a final judgment against Gonzalez permanently enjoining him from future violations of the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, as well as from acting as an unregistered broker or dealer in violation of Section 15(a) of the Exchange Act. In consenting to entry of the permanent injunction, Gonzalez admitted the violations alleged by the Commission, consistent with his guilty plea in the related criminal action.

Gonzalez held himself out as a bond portfolio manager through solicitations in a local magazine and directly to friends and acquaintances. Between February 2010 and April 17, 2012, when the Commission filed an emergency action against him, Gonzalez raised at least $1 million from approximately twenty investors, by falsely claiming to purchase specific California municipal bonds on behalf of those investors. In fact, Gonzalez did not purchase the bonds; instead he concealed his securities fraud with fake confirmations and receipts. Gonzalez also lured investors by touting his prior association with well-known broker-dealers while omitting to disclose that he had been barred by both NASD and the NYSE from associating with their member brokerage firms. Gonzalez also lied to investors claiming he was currently associated with a New York based registered broker-dealer which provided investor protection through the Securities Investor Protection Corporation ("SIPC") when he was not. In fact, Gonzalez was operating a Ponzi scheme, and failed to repay investors as the bonds he sold them reached their purported maturity dates. Gonzalez, age 48, resides in Pasadena, California. (Rel. 34-71012)

In the Matter of Raymond J. Lucia Companies, Inc. and Raymond J. Lucia, Sr.

An Administrative Law Judge has issued an Initial Decision on Remand in Raymond J. Lucia Companies, Inc., Admin. Proc. File No. 3-15006. A July 8, 2013, Initial Decision was remanded by the Securities and Exchange Commission to consider additionally charged misrepresentations that had not been addressed by the Initial Decision. The Initial Decision on Remand makes findings on the additionally charged misrepresentations and confirms the findings from the July 8, 2013, Initial Decision that Raymond J. Lucia Companies, Inc. (RJLC), violated Sections 206(1), 206(2), and 206(4) of the Investment Advisers Act of 1940 (Advisers Act), and that Raymond J. Lucia, Sr. (Lucia) aided and abetted RJLC's violations of Advisers Act Sections 206(1), 206(2), and 206(4). The Initial Decision on Remand orders the same sanctions as the July 8, 2013, Initial Decision, barring Lucia from association with an investment adviser, broker, or dealer, revoking Lucia's and RJLC's investment adviser registrations, imposing a civil penalty of $50,000 on Lucia and $250,000 on RJLC, and ordering Lucia and RJLC to cease and desist from further violations of the Advisers Act.  (ID-540)

Investment company orders

Minnesota Life Insurance Company, et al.

A notice has been issued giving interested persons until December 27, 2013, to request a hearing on an application filed by Minnesota Life Insurance Company (Insurance Company), Variable Annuity Account, and Securian Financial Services, Inc. (collectively, Applicants). Applicants seek an order amending an existing order under Section 6(c) of the Investment Company Act of 1940 (Act), exempting them from Sections 2(a)(32) and 27(i)(2)(A) of the Act and rule 22c-1 under the Act, to the extent necessary to permit Applicants, under specified circumstances, to recapture certain bonuses applied to cumulative net purchase payments under certain deferred variable annuity contracts issued by the Insurance Company. (Rel. IC-30821)

EXEMPTIVE orders

Commission Grants Temporary Exemption Order

An order has been issued on an application filed by the self-regulatory organizations for a temporary exemption pursuant to Section 36(a)(1) of the Securities Exchange Act of 1934 (Exchange Act) from the filing deadline specified in Rule 613(a)(1) of the Exchange Act. (Rel. 34-71018)             

Self-regulatory organizations

Immediate Effectiveness of Proposed Rule Change

A proposed rule change filed by the Miami International Securities Exchange LLC to amend the MIAX Fee Schedule (SR-MIAX-2013-56) 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 December 9th. (Rel. 34-71009)

A proposed rule change filed by The NASDAQ Stock Market LLC (SR-NASDAQ-2013-146) relating to routing fees has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected to be made in the Federal Register during the week of December 9th. (Rel. 34-71008).

A proposed rule change (SR-NASDAQ-2013-134) filed by The NASDAQ Stock Market LLC to modify the listing of additional shares fees payable by non-U.S. companies 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 9th. (Rel. 34-71017)

A proposed rule change filed by the Miami International Securities Exchange LLC for the extension of a pilot program for SPY position and exercise limits (SR-MIAX-2013-53) 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 December 9th. (Rel. 34-71014)

A proposed rule change (SR-C2-2013-040), filed by C2 Options Exchange, Incorporated, relating to the Options Regulatory Fee 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 9th. (Rel. 34-71006)

A proposed rule change (SR-CBOE-2013-117), filed by Chicago Board Options Exchange, Incorporated, relating to the Options Regulatory Fee 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 9th. (Rel. 34-71007)

A proposed rule change (SR-BOX-2013-55) filed by BOX Options Exchange LLC to amend the Fee Schedule to permit the Exchange to exclude from its Average Daily Volume calculations any trading day on which the Exchange is closed for trading due to an early closing or a market-wide trading halt 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 9th.  (Rel. 34-71025)

A proposed rule change filed by NYSE MKT LLC amending the NYSE Amex Options Fee Schedule to include FLEX Option transactions in the strategy execution fee cap (SR-NYSEMKT-2013-98) 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 9th. (Rel. 34-71015)

A proposed rule change filed by NYSE Arca, Inc. amending the NYSE Arca Options Fee Schedule to raise the Take Liquidity fee for Lead Market Maker and Market Maker Electronic executions in Penny Pilot Issues (SR-NYSEArca-2013-136) 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 9th. (Rel. 34-71016)

Notice of Proposed Rule Change

NASDAQ OMX PHLX LLC filed a proposed rule change (SR-Phlx-2013-115) pursuant to Section 19(b)(1) of the Securities Exchange Act, and Rule 19b-4 thereunder, to amend the Restated Certificate of Incorporation and By-Laws of The NASDAQ OMX Group, Inc. Publication is expected in the Federal Register during the week of December 9th. (Rel. 34-71010)

NASDAQ OMX BX, Inc. filed a proposed rule change (SR-BX-2013-057) pursuant to Section 19(b)(1) of the Securities Exchange Act, and Rule 19b-4 thereunder, to amend the Restated Certificate of Incorporation and By-Laws of The NASDAQ OMX Group, Inc. Publication is expected in the Federal Register during the week of December 9th. (Rel. 34-71011)

The NASDAQ Stock Market LLC filed a proposed rule change (SR-NASDAQ-2013-148) pursuant to Section 19(b)(1) of the Securities Exchange Act, and Rule 19b-4 thereunder, to amend the Restated Certificate of Incorporation and By-Laws of The NASDAQ OMX Group, Inc. Publication is expected in the Federal Register during the week of December 9th. (Rel. 34-71013)

The Boston Stock Exchange Clearing Corporation (BSECC) filed a proposed rule change (File No. SR-BSECC-2013-001) under Section 19(b)(1) of the Securities Exchange Act of 1934 to amend the Restated Certificate of Incorporation and By-Laws of the NASDAQ OMX Group, Inc. Publication is expected in the Federal Register during the week of December 9th. (Rel. 34-71019)

The Stock Clearing Corporation of Philadelphia (SCCP) filed a proposed rule change (File No. SR-SCCP-2013-01) under Section 19(b)(1) of the Securities Exchange Act of 1934 to amend the Restated Certificate of Incorporation and By-Laws of the NASDAQ OMX Group, Inc. Publication is expected in the Federal Register during the week of December 9th. (Rel. 34-71020)

BATS Exchange, Inc. filed with the Securities and Exchange Commission a proposed rule change under Rule 19b-4 (SR-BATS-2013-059) in connection with the proposed business combination involving BATS Global Markets, Inc. and Direct Edge Holdings LLC. Publication is expected in the Federal Register during the week of December 9th. (Rel. 34-71023)

BATS Y-Exchange, Inc. filed with the Securities and Exchange Commission a proposed rule change under Rule 19b-4 (SR-BYX-2013-039) in connection with the proposed business combination involving BATS Global Markets, Inc. and Direct Edge Holdings LLC. Publication is expected in the Federal Register during the week of December 9th. (Rel. 34-71024)

Approval of a Proposed Rule Change

The Commission approved a proposed rule change submitted by NASDAQ OMX PHLX LLC (SR-Phlx-2013-101) pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 regarding the Short Term Options Program. Publication is expected in the Federal Register during the week of December 9th. (Rel. 34-71004)

The Commission approved a proposed rule change, as modified by Amendment No. 1, submitted by the Chicago Board Options Exchange, Incorporated (SR-CBOE-2013-096) pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 relating to the Short Term Option Series Program. Publication is expected in the Federal Register during the week of December 9th. (Rel. 34-71005)

Pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934, the Commission has approved a proposed rule change filed by The Options Clearing Corporation (File No. SR-OCC-2013-17) under Section 19(b)(1) of the Securities Exchange Act of 1934 concerning charters for the Board of Directors, the Membership/Risk Committee, the Audit Committee and the Performance Committee. Publication is expected in the Federal Register during the week of December 9th.  (Rel. 34-71022)

Securities Act Registrations

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     G&K SERVICES INC, 9529125500 - 1,000,000 ($59,730,000.00) Equity, 
        (File 333-192662 - Dec. 5) (BR. 11A)

S-8     ESCO TECHNOLOGIES INC, 9900 A CLAYTON RD, ST LOUIS, MO, 63124, 
        3142137200 - 500,000 ($17,037,500.00) Equity, (File 333-192663 - 
        Dec. 5) (BR. 11A)

S-8     SCANSOURCE INC, 6 LOGUE COURT, GREENVILLE, SC, 29615, 8642882432 - 
        0 ($124,333,334.04) Equity, (File 333-192664 - Dec. 5) (BR. 03B)

S-8     SCANSOURCE INC, 6 LOGUE COURT, GREENVILLE, SC, 29615, 8642882432 - 
        0 ($4,164,000.00) Equity, (File 333-192665 - Dec. 5) (BR. 03B)

S-1     Multri Precision, LLC, 115 MAIN STREET, OAKVILLE, CT, 06779, 
        8602742536 - 8,000,000 ($2,000,000.00) Equity, (File 333-192666 - 
        Dec. 5) (BR. )

S-3     General Moly, Inc, 1726 COLE BOULEVARD, SUITE 115, LAKEWOOD, CO, 80401, 
        (303) 928-8599 - 0 ($523,843,045.20) Other, (File 333-192668 - Dec. 5) 
        (BR. 09B)

S-3     Orbitz Worldwide, Inc., 500 W. MADISON STREET, SUITE 1000, CHICAGO, IL, 
        60661, 312-894-5000 - 
        0 ($750,000,000.00) Unallocated (Universal) Shelf, (File 333-192669 - 
        Dec. 5) (BR. 05C)

S-3     STONEMOR PARTNERS LP, 311 VETERANS HIGHWAY, SUITE B, LEVITTOWN, PA, 
        19056, 2158262800 - 0 ($500,000,000.00) Equity, (File 333-192670 - 
        Dec. 5) (BR. 11A)

S-4     OLD NATIONAL BANCORP /IN/, ONE MAIN ST, EVANSVILLE, IN, 47708, 
        8124641434 - 0 ($117,573,106.56) Equity, (File 333-192671 - Dec. 5) 
        (BR. 07C)

S-8     MURPHY OIL CORP /DE, 200 PEACH ST, PO BOX 7000, EL DORADO, AR, 
        71731-7000, 8708626411 - 553,500 ($36,088,200.00) Equity, 
        (File 333-192672 - Dec. 5) (BR. 04A)

S-8     CBS CORP, 51 WEST 52ND STREET, 35TH FLOOR, NEW YORK, NY, 10019, 
        2129754321 - 0 ($200,000,000.00) Other, (File 333-192673 - Dec. 5) 
        (BR. 11A)

S-1     VERITEQ, 220 CONGRESS PARK DRIVE, SUITE 200, DELRAY BEACH, FL, 33445, 
        651-455-1621 - 6,333,335 ($13,046,670.00) Equity, (File 333-192674 - 
        Dec. 5) (BR. 11C)

S-1     LIQUIDMETAL TECHNOLOGIES INC, 30452 ESPERANZA, RANCHO SANTA MARGARITA, 
        CA, 92688, 800-511-3651 - 102,024,643 ($18,997,282.00) Equity, 
        (File 333-192675 - Dec. 5) (BR. 06B)

S-8     BLACKHAWK NETWORK HOLDINGS, INC, 5918 STONERIDGE MALL ROAD, PLEASANTON, 
        CA, 94588, 925-226-9990 - 2,000,000 ($44,740,000.00) Equity,

Recent 8K Filings

Form 8-K is used by companies to file current reports on the following events:

1.01

Entry into a Material Definitive Agreement

1.02

Termination of a Material Definitive Agreement

1.03

Bankruptcy or Receivership

2.01

Completion of Acquisition or Disposition of Assets

2.02

Results of Operations and Financial Condition

2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

2.04

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

2.05

Cost Associated with Exit or Disposal Activities

2.06

Material Impairments

3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

3.02

Unregistered Sales of Equity Securities

3.03

Material Modifications to Rights of Security Holders

4.01

Changes in Registrant's Certifying Accountant

4.02

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

5.01

Changes in Control of Registrant

5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer

5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

5.04

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans

5.05

Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

5.06

Change in Shell Company Status

6.01

ABS Informational and Computational Material.

6.02

Change of Servicer or Trustee.

6.03

Change in Credit Enhancement or Other External Support.

6.04

Failure to Make a Required Distribution.

6.05

Securities Act Updating Disclosure.

7.01

Regulation FD Disclosure

8.01

Other Events

9.01

Financial Statements and Exhibits

 

Form 8-K filings can be researched through several SEC EDGAR searches, some of which have item filtering functionality.

 

http://www.sec.gov/news/digest/2013/dig120613.htm


Modified: 12/18/2013