SEC NEWS DIGEST Issue 2006-239 December 13, 2006 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS CLOSED MEETING - TUESDAY, DECEMBER 19, 2006 - 10:00 A.M. The subject matters of the closed meeting scheduled for Tuesday, December 19, will be: formal orders of investigation; institution and settlement of injunctive actions; institution and settlement of administrative proceedings of an enforcement nature; a collection matter; an adjudicatory matter; 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. SEC VOTES TO JOINTLY ISSUE WITH THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM RULES FOR COMMENT TO IMPLEMENT BANK BROKER PROVISIONS SEC Issues Companion Proposal Concerning Bank Dealer Activities and Order Extending Temporary Exemption for Banks from the Definition of "Broker" After consulting with and seeking the concurrence of the Federal banking agencies, the Commission today voted to publish for public comment, jointly with the Board of Governors of the Federal Reserve System (Board), rules to implement the bank broker provisions of the Securities Exchange Act of 1934. The Board will consider the proposal at its Dec. 18, 2006, meeting. In addition, the Commission also voted to publish for public comment a companion proposal concerning certain bank dealer activities and other related matters. To ensure that the Commission will have time to carefully consider public comment, it also extended the temporary exemption of banks from the definition of "broker" until July 2, 2007. A. Key Provisions of the Proposed Joint Rules The proposed rules would define certain statutory terms in the areas of third-party brokerage ("networking"), trust and fiduciary activities, safekeeping and custody, and sweep accounts. They also would provide banks with conditional exemptions to accommodate certain limited bank securities activities. In addition, the proposal would provide banks with an exemption from possible third-party rescission rights for acting as an unregistered broker, as well as a related transitional exemption. 1. Networking Exception. The networking exception allows banks to refer bank customers to broker-dealers in exchange for a share of the commissions earned from the customers' accounts. The Exchange Act provides that banks may pay unregistered employees "nominal" incentive compensation for making these referrals. The proposed rules would define "nominal," "incentive compensation," and certain other terms. To accommodate banks' customary bonus plans, the definition of "incentive compensation" would specifically exclude qualifying discretionary compensation paid under these bonus plans. The proposal also would allow banks to pay more than nominal fees for referrals of certain institutional customers and high net worth customers to a broker or dealer, if the bank and broker-dealer satisfy conditions to protect these customers. 2. Trust and Fiduciary Activities Exception. The trust and fiduciary activities exception permits a bank to effect securities transactions in a trustee or fiduciary capacity if it is "chiefly compensated" for those transactions, consistent with fiduciary principles and standards, on the basis of specifically enumerated types of fees. The proposed rules refer to these fees collectively as "relationship compensation," which would include a broad range of administration fees, as well as fees paid by investment companies. To determine whether it is "chiefly compensated" by relationship compensation, a bank would conduct an account-by-account review using a two-year rolling average comparison of the fees from the account. Alternatively, banks are permitted to compare relationship compensation to total aggregate compensation on a bank wide basis using a two-year rolling average comparison. Banks can exclude from the compensation comparison some unusual accounts (such as accounts acquired as part of a business combination or asset acquisition for 12 months). 3. Sweep Accounts and Transactions in Money Market Funds. The sweep accounts exception permits a bank to sweep deposits into no-load, money market funds. The proposed rules would define terms used in the sweep accounts exception, and would provide banks with a conditional exemption for transactions in money market funds that are not no-load as well as for transactions that are not sweeps. A bank relying on this exemption for transactions involving funds that are not no-load would have to provide the customer with a prospectus showing the fund's fees, and could not characterize the fund shares as no-load. 4. Safekeeping and Custody. The safekeeping and custody exception would permit banks to perform specified services in connection with safekeeping and custody of securities. Under the proposed exemption, banks can take orders for securities transactions from employee benefit plan accounts and individual retirement and similar accounts for which the bank acts as a custodian, as well as from other safekeeping and custody accounts on an accommodation basis. If a bank accepts securities orders under the proposed exemption with respect to a custody account, no bank employee may receive compensation from the bank, the executing broker or dealer, or any other person that is based on whether a securities transaction is executed for the account, or on the quantity, price, or identity of the securities purchased or sold by the account. Additional conditions would apply when a bank accepts securities orders for a custodial account on an accommodation basis. In particular, the bank can not advertise securities order-taking, provide investment advice or research or make recommnedations concerning securities to the account or otherwise solicit securities transactions from the account. In addition, the bank's charges for effecting a securities transaction for the account can not vary based on whether the bank accepted the order for the transaction, or on the quantity or price of the securities to be bought or sold. 5. Proposed Exemption for Banks To Effect Transactions in Investment Company Securities. The proposal would include an exemption that would permit banks to effect mutual fund transactions through the National Securities Clearing Corporation's Mutual Fund Services (Fund/SERV) or directly with a transfer agent. 6. Securities Lending Exemption. The proposal would repropose an exemption for banks from the definition of broker for noncustodial securities lending activities. This exemption would reinstate a rule that would otherwise be voided by the Regulatory Relief Act. The existing rule was adopted as a part of the bank dealer rules and included exemptions for banks' brokerage activities associated with noncustodial securities lending. 7. Regulation S Securities Exemption. The proposal would include an exemption for banks from the definition of broker for agency transactions in Regulation S securities with non-U.S. persons. The Commission originally proposed this rule in 2004. 8. Section 29 Exemptions. The proposal would provide banks with a transitional 18-month exemption to prevent their contracts from being void or voidable under Exchange Act Section 29(b). In addition, it would provide banks with a permanent exemption from Section 29(b), where a bank has acted in good faith and had reasonable policies and procedures in place to comply with the bank broker rules and regulations, and any violation of the registration requirements would not result in any significant harm, financial loss, or cost to the person seeking to void the contract. 9. Temporary Exemption. The proposed rules also would provide banks with a transitional 18-month exemption until the first day of their first fiscal year commencing after June 30, 2008. This would give banks time to make any necessary changes in their compliance programs. The Commission, together with the Board, request public comment on these proposals within 90 days of their publication in the Federal Register. B. Key Provisions of the SEC-only Proposal. The companion proposal issued by the Commission complements the rules issued for comment jointly with the Board. In particular, the release reproposes an exemption from the definition of "dealer" for banks' conduit securities lending activities, a conditional exemption from the definition of "dealer" for banks' riskless principal Regulation S transactions, and a clarifying amendment to Exchange Act Rule 15a-6 to align that rule with the Exchange Act bank broker and dealer provisions and related rules. The Commission requests public comment on these proposals within 90 days of their publication in the Federal Register. C. Key Provisions of the Temporary Exemption. The Commission extended the exemption for banks from the definition of "broker" until July 2, 2007. This will provide the Commission and the Board time to consider fully comments received and to take any final action on the implementing rules. Background Gramm-Leach-Bliley and Regulatory Relief Acts. On Oct. 13, 2006, President Bush signed into law the Regulatory Relief Act, which requires the Commission and the Board to jointly issue proposed rules no later than 180 days after the date of enactment and to jointly adopt final rules implementing the bank broker exceptions in Exchange Act Section 3(a)(4). The Regulatory Relief Act also requires the Commission and the Board to consult with and seek the concurrence of the Federal banking agencies (the Office of the Comptroller of the Currency, the Office of Thrift Supervision, and the Federal Deposit Insurance Corporation). A final set of rules jointly adopted by the Commission and the Board will supersede any other proposed or final rule issued by the Commission on or after the date of enactment of the Gramm-Leach-Bliley Act of 1999 (GLBA) with regard to the bank exceptions to the definition of "broker" in Exchange Act Section 3(a)(4)(B). The GLBA replaced banks' complete exemption from the definition of "broker" with eleven exceptions that permit banks to engage in certain securities activities. (Press Rel. 2006-205) SEC VOTES TO PROPOSE INTERPRETIVE GUIDANCE FOR MANAGEMENT TO IMPROVE SARBANES-OXLEY 404 IMPLEMENTATION The Securities and Exchange Commission today voted to propose for public comment interpretive guidance for managements regarding their evaluations of internal control over financial reporting. The Commission also proposed amendments to Rules 13a-15 and 15d-15 that would make it clear that a company choosing to perform an evaluation of internal control in accordance with the interpretive guidance would satisfy the annual evaluation required by those rules. Finally, the Commission proposed amendments to Regulation S-X to clarify the auditor's reporting requirement pursuant to Section 404(b) of the Sarbanes-Oxley Act. "We are proposing this interpretative guidance to help management make their evaluation process more efficient and cost-effective," said SEC Chairman Christopher Cox. "In the absence of guidance, management has looked to the PCAOB's auditing standard to conduct their evaluations, which is not what was intended. With this guidance, management will be able to scale and tailor their evaluation procedures to fit their facts and circumstances, and investors will benefit from reduced compliance costs. While the guidance is intended to help public companies of all sizes, smaller companies should particularly benefit from its scalability and flexibility. We believe that today's proposed guidance, along with the Public Company Accounting Oversight Board's new auditing standard to be proposed next week, will result in significant improvements in the implementation of Sox 404." "The guidance proposed today is an important step in the roadmap the Commission laid out in May for improving the implementation of Section 404 for all issuers," said John W. White, Director of the SEC's Division of Corporation Finance. "The proposed interpretive guidance should reduce uncertainty about what constitutes a reasonable approach to management's evaluation while maintaining flexibility for companies that have already developed their own assessment procedures and tools that serve the company and its investors well. Companies will be able to continue using their existing procedures if they choose, provided of course that those meet the standards of Section 404 and our rules. At the same time, the guidance maintains the important investor protection objectives of bringing information about material weaknesses into public view and fostering the preparation of reliable financial statements in an effective and efficient manner." "Our proposed guidance is focused on risk and materiality. We have worked hard to ensure that the proposed guidance will not disrupt best practices already in place, or that may be evolving, while at the same time ensuring that it would be scalable to companies of all sizes," said Conrad Hewitt, Chief Accountant. "In particular, the top-down, risk-based guidance would allow for effective, and, importantly, efficient, methods and procedures for conducting evaluations at smaller companies. It is also intended to rebalance control over the process by providing management with its own guidance - without the need to look to auditing standards - for evaluating internal control over financial reporting. Although our guidance is directed to management and the expected proposal from the PCAOB is directed to auditors, we encourage respondents to take advantage of the proposals' overlapping comment periods to consider whether the proposals, if adopted, will ensure an appropriate balance between management's evaluation process and the audit process. We encourage feedback on all aspects of our proposal." Introduction Section 404(a) of the Sarbanes-Oxley Act directed the Commission to adopt rules requiring each annual report of a company, other than a registered investment company, to contain (1) a statement of management's responsibility for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and (2) management's assessment, as of the end of the company's most recent fiscal year, of the effectiveness of the company's internal controls structure and procedures for financial reporting. On June 5, 2003, the Commission adopted such rules implementing Section 404(a) with regard to management's obligations to report on its internal control over financial reporting. The final rules did not prescribe any specific method or set of procedures for management to follow in performing its evaluation. Today's proposal would amend the Commission's rules adopted in 2003 to state that an evaluation conducted in accordance with the interpretive guidance would satisfy the Commission's rules. However, in order to retain the flexibility that was desired by the 2003 rules, the amendments proposed today would afford management the latitude to either follow the interpretive guidance or to develop and use other methods that achieve the objectives of the Commission's 2003 rules. Proposed Interpretive Guidance for Evaluating Effectiveness of Internal Control over Financial Reporting The proposed guidance is principles-based guidance that is organized around two important principles: * First, management should evaluate the design of the controls that it has implemented to determine whether there is a reasonable possibility that a material misstatement in the financial statements would not be prevented or detected in a timely manner. This principle promotes efficiency by allowing management to focus on those controls that are needed to prevent or detect material misstatement in the financial statements. * Second, management should gather and analyze evidence about the operation of the controls being evaluated based on its assessment of the risk associated with those control. The principle allows management to align the nature and extent of its evaluation procedures with those areas of financial reporting that pose the greatest risks to reliable financial reporting. By following these two principles, we believe that companies of all sizes and complexities will be able to implement our rules more effectively and efficiently. As smaller public companies often have less complex internal control systems than larger public companies, this proposed approach would enable smaller public companies in particular to scale and tailor their evaluation methods and procedures to fit their own facts and circumstances. The proposed guidance describes a risk-based approach and addresses many of the concerns that have been raised to the Commission including: excessive testing of controls generally; excessive documentation of processes, controls, and testing; and the ability to scale the evaluation to smaller companies. The guidance addresses four specific areas including: 1. Identification of risks to reliable financial reporting and the related controls that management has implemented to address those risks. The proposed guidance describes a risk-based approach that would require the use of judgment to determine those areas that are both material and which pose a risk to reliable financial reporting. Management then would identify the controls that address those risks, including the risk of material misstatement due to fraud. The guidance would not require that every control in a process be identified. Once those controls are identified that adequately address the risk of material misstatement in the financial statements, it would be unnecessary to include additional controls within management's evaluation. 2. Evaluation of the operating effectiveness of controls. Once management has determined the controls within the scope of its evaluation, management would then gather and analyze evidence about the operation of those controls. The proposed guidance provides for a risk-based approach that would require the use of judgment to direct management's evaluation efforts towards those areas that pose greatest risk to reliable financial reporting based on the company's unique facts and circumstances. The proposed guidance would allow management to support its evaluation in a variety of ways and illustrates how management can consider and utilize its existing daily interaction with its business, self-assessment, and other ongoing monitoring activities to support its evaluation. 3. Reporting the overall results of management's evaluation. Once management has completed its evaluation, management must decide if any identified control deficiencies are material weaknesses. The proposed guidance provides management with a framework, outside of the auditing literature, for making these judgments and includes situations that are considered strong indicators that a material weakness exists. The guidance describes the factors that management should consider to evaluate the severity of a deficiency. If the deficiency is a material weakness, consistent with the Commission's existing rules, management must conclude that internal control over financial reporting is not effective and management has reporting responsibilities surrounding that material weakness. In addition, the guidance addresses the disclosure requirements for internal control reports in situations such as scope limitations and restatements. 4. Documentation. The proposed guidance explains the nature and extent of evidential matter that management must maintain in support of its assessment including how management has flexibility in approaches to documentation. The proposed guidance indicates that such documentation can take many forms, can be presented in a number of ways, and does not need to include all controls within a process that impacts financial reporting. The proposed guidance provides that the evidential matter maintained in support of the assessment would also include the methods and procedures it utilizes to gather and evaluate evidence and the basis for its conclusions about the controls related to individual financial reporting elements. The proposed guidance indicates that in those situations in which management is able to rely on its daily interaction with its controls as a basis for its assessment, management may have limited documentation created specifically for the evaluation beyond documentation regarding how its interaction provided it with sufficient evidence. Coordination with the Public Company Accounting Oversight Board Although today's issuance of the proposed interpretive release is a major milestone in the improvement of the implementation of Section 404, the Commission remains committed to all of the steps set forth in the roadmap that was released entitled "Next Steps for Sarbanes-Oxley Implementation" (SEC Press Release 2006-75, May 17, 2006). In that regard, the Commission and its staff have also been working closely with the Public Company Accounting Oversight Board over the past few months in their work to develop a new auditing standard that would supersede Auditing Standard No. 2, the Board's existing auditing standard on internal control over financial reporting. The proposed standard is expected to provide for more efficient, risk-based, scalable audits of internal control over financial reporting while retaining the important investor protection benefits. Today's proposed amendments to Regulation S-X are intended to clarify the auditor reporting requirement in a consistent manner with the anticipated proposed new auditing standard. The Board has announced that it intends to consider proposing the new auditing standard at the Board's open meeting to be held next week on Tuesday, Dec. 19, 2006. Comments on the proposed interpretive guidance and rule amendments should be received by the Commission within 60 days of their publication in the Federal Register. (Press Rel. 2006-206) SEC VOTES TO REPROPOSE RULES ALLOWING FOREIGN PRIVATE ISSUER DEREGISTRATION UNDER THE EXCHANGE ACT Today the Commission voted to repropose amendments to the rules that govern when a foreign private issuer may terminate the registration of a class of equity securities under Section 12(g) of the Securities Exchange Act of 1934 and the corresponding duty to file reports required under Section 13(a) of the Exchange Act, and when it may cease its reporting obligations regarding a class of equity or debt securities under Section 15(d) of the Exchange Act. Under the current rules, a foreign private issuer may exit the Exchange Act registration and reporting regime if the class of the issuer's securities has less than 300 record holders who are U.S. residents. Because of the increased globalization of the U.S. securities markets that has occurred since the adoption of these rules, a foreign private issuer may find it difficult to terminate its Exchange Act registration and reporting obligations despite the fact that there is relatively little interest in the issuer's securities among United States investors. Moreover, currently a foreign private issuer can only suspend, and cannot terminate, a duty to report arising under Section 15(d) of the Exchange Act. Reproposed Exchange Act Rule 12h-6 would permit the termination of Exchange Act reporting regarding a class of equity securities under either Section 12(g) or Section 15(d) of the Exchange Act by a foreign private issuer that meets a quantitative benchmark designed to measure relative U.S. market interest for that class of securities, which does not depend on a head count of the issuer's U.S. security holders. The reproposed benchmark would require the comparison of the average daily trading volume of an issuer's securities in the United States with that in its primary trading market. Because the Commission did not fully address this approach when it originally proposed Rule 12h-6 last December, and because of other proposed changes to Rule 12h-6 not fully discussed in the original rule proposal, it has reproposed Rule 12h-6 and the accompanying rule amendments. "Foreign private issuers are a very important part of our capital markets. By providing foreign registrants with an appropriate means to terminate their Exchange Act reporting obligations based solely on their securities' relatively small U.S. trading volume, today's proposal is intended to provide more clarity and certainty to foreign issuers as well as to U.S. investors in those companies," said John White, Director of the Division of Corporation Finance at the SEC. "The revised proposal should make the deregistration process less complicated and burdensome for foreign private issuers without sacrificing investors' interests. We look forward to receiving comments from the broad range of parties with views on foreign deregistration as the Commission continues to recognize and respond to the challenges and needs of our markets' increasing globalization while never losing sight of our primary mission of investor protection." Highlights of the Rule Reproposal Trading Volume Standard Reproposed Rule 12h-6 would: * permit an issuer, regardless of size, to terminate its Exchange Act registration and reporting obligations regarding a class of equity securities, assuming it meets all the other conditions of Rule 12h-6, if the U.S. average daily trading volume of the subject class of securities has been no greater than 5 percent of the average daily trading volume of that class of securities in the issuer's primary trading market during a recent 12 month period; * require an issuer that delists in the U.S. prior to deregistering under Rule 12h-6 to meet the trading volume standard at the date of delisting or else wait 12 months before it can proceed with deregistration in reliance on the trading volume standard; and * require an issuer that terminates an American Depositary Receipts facility to wait 12 months before seeking deregistration under Rule 12h-6 in reliance on the trading volume standard. Other Conditions for Equity Securities Registrants Reproposed Rule 12h-6 would also require an equity securities registrant to: * have been an Exchange Act reporting company for at least one year, to have filed or submitted all Exchange Act reports required for this period, and to have filed at least one Exchange Act annual report; * have not sold its securities in a registered offering in the United States, except for specified offerings, during the preceding 12 months, but would allow exempted securities offerings; and * have maintained a listing for at least a year in a foreign jurisdiction that, either singly or together with one other foreign jurisdiction, constitutes the primary trading market for the issuer's subject class of securities. Expanded Scope of Rule 12h-6 Reproposed Rule 12h-6 would expand the scope of the originally proposed rule in two respects: * a foreign private issuer that terminated or suspended its Exchange Act reporting obligations under the current exit rules before the effective date of Rule 12h-6 would be able to achieve the benefits of termination under Rule 12h-6 as long as it met specified conditions; and * following a merger, acquisition or other similar transaction, a foreign private issuer that succeeded to the Exchange Act reporting obligations of another company could take into account the Exchange Act reporting history of its predecessor when determining whether it met the conditions for deregistration under Rule 12h-6. Reproposed Rule 12g3-2(b) Amendments The reproposed rule amendments would permit a foreign private issuer to claim the Rule 12g3-2(b) exemption: * immediately upon its termination of Exchange Act reporting under Rule 12h-6, rather than having to wait 18 months as is currently required; and * upon the condition that it publish in English its home country materials required by Rule 12g3-2(b) on its Internet website or through an electronic information delivery system that is generally available to the public in its primary trading market. The reproposed rule amendments would further permit: * a non-reporting company that has received or will receive the Rule 12g3-2(b) exemption, upon application to the Commission and not pursuant to Rule 12h-6, to publish in English its required home country documents on its Internet website or through an electronic information delivery system in its primary trading market, rather than submitting them in paper to the Commission, as is currently required. Comments on the rule reproposal must be received by the Commission within 30 days of its publication in the Federal Register. (Press Rel. 2006-207) ENFORCEMENT PROCEEDINGS IN THE MATTER OF GUILLAUME POLLET On December 12, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (Order) against Guillaume Pollet (Pollet). The Order finds that: (1) on Nov. 21, 2006, a partial judgment was entered by consent against Pollet, a former managing director of SG Cowen & Co., LLC (SG Cowen), in SEC v. Guillaume Pollet, 05 Civ. 1937 (SLT)(RLM), which, among other things: (a) permanently enjoined Pollet from future violations 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; and (b) ordered Pollet to pay disgorgement, pre-judgment interest, and civil penalties in amounts to be determined by a later order of the Court in the civil action; (2) the Commission's complaint had alleged that, during 2001, Pollet routinely sold short the publicly traded securities of PIPE issuers prior to the close of such issuers' PIPE transaction in which SG Cowen was investing or contemplating investing. A "PIPE" is a private investment in public equity. The complaint further alleged that, in several instances, Pollet's short selling was contrary to specific representations in securities purchase agreements that no short selling would take place or had taken place and that the PIPE shares were being purchased with investment intent. The complaint also alleged that Pollet's pre-close short selling constituted unlawful insider trading on occasions where either Pollet obtained information about the upcoming PIPE transaction pursuant to a confidentiality agreement with the PIPE issuer and, therefore, owed such issuer a duty of trust or confidence, or where SG Cowen served as the PIPE issuer's investment banker and, as such, was a temporary insider that owed a fiduciary duty to the issuer. Based on the above, the Order bars Pollet from association with any broker or dealer. Pollet consented to the issuance of the Order without admitting or denying any of the findings in the Order. (Rel. 34-54924; File No. 3-12503) COMMISSION ORDERS HEARINGS ON REGISTRATION REVOCATION AGAINST SECURITIES OF ENERGY VISION INTERNATIONAL, INC. (F/K/A DEMARCO ENERGY SYSTEMS OF AMERICA, INC.) FOR FAILURE TO MAKE REQUIRED PERIODIC FILINGS Commission Institutes Follow-Up Proceedings to August 28, 2006 Trading Suspensions The Commission today instituted public administrative proceedings to determine whether to revoke or suspend the registration of each class of the securities of Energy Vision International, Inc. (f/k/a DeMarco Energy Systems of America, Inc.) (EGVI) for failure to make required periodic filings with the Commission. These proceedings represent follow-up action to the trading suspension order issued by the Commission on August 28, 2006 as to the securities of EGVI. In this matter, the Division of Enforcement alleges that EGVI is delinquent in its required periodic filings with the Commission. The Division of Enforcement also alleges that the common stock of EGVI was quoted on the Pink Sheets as of Aug. 21, 2006. In these proceedings, instituted pursuant to Securities Exchange Act of 1934 (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 respondent 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 these proceedings will then determine whether the registration pursuant to Exchange Act Section 12 of the securities of the respondent should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in these proceedings issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. * See also the Order Instituting Administrative Proceedings, In the Matter of Paystar Corp., et al., Administrative Proceeding File No. 3-12399 * See also the Order Instituting Administrative Proceedings, In the Matter of China Continental, Inc., et al., Administrative Proceeding File No. 3-12438 * See also the Order Instituting Administrative Proceedings, In the Matter of Cycomm International, Inc., et al., Administrative Proceeding File No. 3-12439 * See also the Order Instituting Administrative Proceedings, In the Matter of Amanda Company, Inc., et al., Administrative Proceeding File No. 3-12486 * See also the Order Instituting Administrative Proceedings, In the Matter of American International Petroleum Corp., et al., Administrative Proceeding File No. 3-12491 *See also Order of Suspension of Trading, In the Matter of Amanda Company, Inc., et al., Exchange Act Release No. 54369 (Rel. 34-54925; File No. 3-12504) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change (SR-ISE-2006-75) filed by the International Securities Exchange relating to Rule 2101 (Equity Securities Traded) and 2106 (Opening Process) 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 11. (Rel. 34-54895) A proposed rule change (SR-ISE-2006-74) and Amendment No. 1 thereto filed by the International Securities Exchange relating to prefatory language in Chapter 21 (ISE Stock Exchange LLC Trading Rules) 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 11. (Rel. 34-54896) A proposed rule change (SR-ISE-2006-76) filed by the International Securities Exchange relating to ISE Stock Exchange fees 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 11. (Rel. 34-54897) A proposed rule change (SR-NASD-2006- 129) filed by the National Association of Securities Dealers relating to new trade report modifiers 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 18. (Rel. 34-54909) A proposed rule change (SR NYSE-2006 108) filed by the New York Stock Exchange to amend the linkage fee has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934 and Rule 19b-4(f)(2) thereunder. Publication is expected in the Federal Register during the week of December 18. (Rel. 34-54911) PROPOSED RULE CHANGES The New York Stock Exchange filed a proposed rule change (SR-NYSE- 2006-110) relating to the retroactive application of an increase to its Linkage Order Fee. Publication is expected in the Federal Register during the week of December 11. (Rel. 34-54912) The Philadelphia Stock Exchange filed a proposed rule change (SR-Phlx- 2006-81) relating to the establishment of a maximum number of quoting participants permitted in a particular option on the Exchange pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of December 18. (Rel. 34-54914) APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change (SR-NYSE-2006-13) filed by the New York Stock Exchange and granted accelerated approval to Amendment No. 1 to the proposed rule change to Rule 431 (Margin Requirements) and Rule 726 (Delivery of Options Disclosure Document and Prospectus) relating to customer portfolio margining. Publication is expected in the Federal Register during the week of December 18. (Rel. 34-54918) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Chicago Board Options Exchange filed Amendment Nos. 1 and 2 to the proposed rule change (SR-CBOE-2006-14) relating to customer portfolio margining. The Commission granted accelerated approval to the proposed rule change, as amended. Publication is expected in the Federal Register during the week of December 18. (Rel. 34-54919) 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 obtained in person or by writing to the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. 20549-1090 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . S-3 CYTOGEN CORP, 6099878200 - 0 ($27,765,989.10) Equity, (File 333-139264 - Dec. 12) (BR. 01A) F-3 QIAO XING UNIVERSAL TELEPHONE INC, QIAO XING BUILDING WU SHI INDUSTRIAL ZON, 011-86-752-2808188, HUIZHOU CITY GUANG D, F4, 80111, 0 ($36,140,029.00) Equity, (File 333-139265 - Dec. 12) (BR. 11C) SB-2 Western Hemisphere Mining CORP, 4861 CAMBRIDGE STREET, BURNABY, A1, V5C 1H9, (604)451-6841 - 10,000,000 ($200,000.00) Equity, (File 333-139266 - Dec. 12) (BR. 04) S-8 NACCO INDUSTRIES INC, 5875 LANDERBROOK DR, MAYFIELD HEIGHTS, OH, 44124-4017, 4404499668 - 184,421 ($27,416,025.86) Equity, (File 333-139268 - Dec. 12) (BR. 10B) S-8 AMERICAS CARMART INC, 802 SOUTHEAST PLAZA AVE., SUITE 200, BENTONVILLE, AR, 72712, (479) 464-9944 - 200,000 ($2,294,000.00) Equity, (File 333-139269 - Dec. 12) (BR. 02C) S-8 AMERICAS CARMART INC, 802 SOUTHEAST PLAZA AVE., SUITE 200, BENTONVILLE, AR, 72712, (479) 464-9944 - 200,000 ($2,294,000.00) Equity, (File 333-139270 - Dec. 12) (BR. 02C) SB-2 ENVIRO-TECH INC, 1 PLACE VILLE MARIE, SUITE 2818, MONTREAL, A8, H3B 4R4, 514-845-0084 - 5,500,000 ($275,000.00) Equity, (File 333-139271 - Dec. 12) (BR. 04) S-1 TRAVELCENTERS OF AMERICA LLC, 400 CENTRE STREET, NEWTON, MA, 02458, 617-964-8389 - 0 ($341,770,000.00) Equity, (File 333-139272 - Dec. 12) (BR. 02) SB-2 DEEAS RESOURCES INC., 6348 49TH AVENUE, LADNER, A1, V4K 5A1, 604-808-6211 - 676,000 ($135,200.00) Equity, (File 333-139273 - Dec. 12) (BR. 04) S-8 DELHAIZE GROUP, RUE OSSEGHEMSTRAAT 53, BRUSSELS, C9, 1080, 011-32-2-412-2111 - 0 ($611,082,000.00) Equity, (File 333-139274 - Dec. 12) (BR. 02B) S-1 ORCHID CELLMARK INC, 4390 US ROUTE ONE, PRINCETON, NJ, 08540, 6097502200 - 4,874,630 ($15,428,203.95) Equity, (File 333-139275 - Dec. 12) (BR. 09B) N-2 TEMPLETON RUSSIA & EAST EUROPEAN FUND INC, BROWARD FINANCIAL CENTRE, 500 EAST BROWARD BLVD., SUITE 2100, FORT LAUDERDALE, FL, 33394-3091, 9545277500 - 12,500 ($989,375.00) Other, (File 333-139276 - Dec. 12) (BR. 18) S-8 InfoSearch Media, Inc., 310-437-7380 - 1,285,714 ($231,429.00) Equity, (File 333-139277 - Dec. 12) (BR. 08C) S-8 BRAZAURO RESOURCES CORP, 800 BERING, STE 208, HOUSTON, TX, 77057, 7137851278 - 9,925,000 ($11,063,187.00) Equity, (File 333-139278 - Dec. 12) (BR. 04A) S-8 MANATRON INC, 510 E MILHAM AVENUE, PORTAGE, MI, 49002, 6163755300 - 600,000 ($5,382,000.00) Equity, (File 333-139279 - Dec. 12) (BR. 03B) S-3 MANATRON INC, 510 E MILHAM AVENUE, PORTAGE, MI, 49002, 6163755300 - 436,500 ($3,915,405.00) Equity, (File 333-139280 - Dec. 12) (BR. 03B) S-3 DEL GLOBAL TECHNOLOGIES CORP, 11550 WEST KING STREET, FRANKLIN PARK, IL, 60131, 847 2887000 - 5,555,555 ($10,000,000.00) Equity, (File 333-139281 - Dec. 12) (BR. 10A) S-8 EMC CORP, 176 SOUTH STREET, HOPKINTON, MA, 01748-9103, 5084351000 - 100,000,000 ($100,000,000.00) Equity, (File 333-139282 - Dec. 12) (BR. 03C) S-8 XA, INC., JOHN HANCOCK CENTER, 875 NORTH MICHIGAN AVENUE, SUITE 2626, CHICAGO, IL, 60611, 312-397-9100 - 150,000 ($46,500.00) Equity, (File 333-139283 - Dec. 12) (BR. 08A) S-8 INFOSPACE INC, 601 108TH AVE NE, SUITE 1200, BELLEVUE, WA, 98004, 4258821602 - 0 ($100,100,000.00) Equity, (File 333-139284 - Dec. 12) (BR. 03C) S-3 OPTION CARE INC/DE, 485 E. HALF DAY ROAD, SUITE 300, BUFFALO GROVE, IL, 60089, 8474652100 - 0 ($7,942,143.00) Equity, (File 333-139285 - Dec. 12) (BR. 01B) S-3 TRIUMPH GROUP INC /, FOUR GLENHARDIE CORPORATE CENTER, 1255 DRUMMERS LANE SUITE 200, WAYNE, PA, 19087, 6109750420 - 0 ($201,250,000.00) Equity, (File 333-139287 - Dec. 12) (BR. 05C) 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 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 Principal Officers; Election of Directors; Appointment of Principal Officers 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 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 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. 20549-1090 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT @ROAD, INC DE 8.01,9.01 12/10/06 1 800 FLOWERS COM INC DE 2.02 12/12/06 ACCEPTANCE INSURANCE COMPANIES INC DE 8.01,9.01 12/11/06 Acquicor Technology Inc DE 8.01,9.01 12/12/06 ACUSPHERE INC DE 7.01,8.01,9.01 12/12/06 ADC TELECOMMUNICATIONS INC MN 2.02,7.01,9.01 12/12/06 ADDVANTAGE TECHNOLOGIES GROUP INC OK 2.02,7.01,9.01 12/11/06 ADVANCED VIRAL RESEARCH CORP DE 5.02,9.01 12/08/06 AEI INCOME & GROWTH FUND XXII LTD PAR MN 2.01,9.01 12/06/06 AGILE SOFTWARE CORP DE 8.01,9.01 12/06/06 AGILENT TECHNOLOGIES INC DE 7.01,9.01 12/12/06 AKORN INC LA 1.01,9.01 12/06/06 ALABAMA NATIONAL BANCORPORATION DE 1.01,2.03,9.01 12/08/06 ALANCO TECHNOLOGIES INC AZ 2.01 09/11/06 AMEND ALANCO TECHNOLOGIES INC AZ 2.01,9.01 12/11/06 AMEND ALCAN INC A6 5.02,8.01 12/12/06 Alexza Pharmaceuticals Inc. DE 8.01 12/11/06 ALLIANT ENERGY CORP WI 5.02,5.03,9.01 12/06/06 ALLIANT ENERGY CORP WI 5.02 09/21/06 AMEND ALLOY INC DE 3.02,9.01 12/07/06 ALMOST FAMILY INC DE 8.01,9.01 12/11/06 ALPHA MOTORSPORT, INC. NV 1.01,9.01 12/11/06 ALTAIR NANOTECHNOLOGIES INC A6 5.02 12/11/06 AMERICA FIRST APARTMENT INVESTORS INC MD 2.01,9.01 09/28/06 AMEND AMERICAN AXLE & MANUFACTURING HOLDING DE 1.01,9.01 12/11/06 AMERICAN PACIFIC CORP DE 5.02 12/06/06 American Telecom Services Inc 8.01,9.01 12/12/06 AMICAS, Inc. DE 5.02 12/12/06 Amtrust Financial Services, Inc. DE 8.01,9.01 12/12/06 ARADIGM CORP CA 5.02 12/06/06 ARCH CAPITAL GROUP LTD. 8.01 12/12/06 ARCHSTONE SMITH TRUST MD 8.01,9.01 09/20/06 ARGENTEX MINING CORP NV 3.02 12/07/06 ARGENTEX MINING CORP NV 3.02 12/05/06 ARROW ELECTRONICS INC NY 1.01,8.01,9.01 12/11/06 Ascent Solar Technologies, Inc. DE 3.01 12/11/06 ASIAINFO HOLDINGS INC DE 7.01,9.01 12/12/06 ASIAN DRAGON GROUP INC. NV 1.01,5.01,5.02,8.01 12/12/06 AMEND ATMOS ENERGY CORP TX 1.01,9.01 12/07/06 ATS MEDICAL INC MN 9.01 09/29/06 AMEND AURIGA LABORATORIES, INC. DE 1.01,9.01 12/08/06 AUXILIUM PHARMACEUTICALS INC 1.01,1.02,9.01 12/06/06 AVATAR HOLDINGS INC DE 5.02 12/06/06 AVISTA CORP WA 2.02,9.01 12/12/06 AVISTA CORP WA 8.01,9.01 12/12/06 AVON PRODUCTS INC NY 5.02,9.01 12/06/06 BALCHEM CORP MD 3.01,7.01,9.01 12/11/06 BANNER CORP WA 8.01,9.01 12/11/06 BANNER CORP WA 1.01,9.01 12/11/06 BARNWELL INDUSTRIES INC DE 8.01,9.01 12/12/06 BARRIER THERAPEUTICS INC DE 5.02,8.01,9.01 12/06/06 BEA SYSTEMS INC DE 1.01 12/08/06 BERKSHIRE INCOME REALTY INC 2.01 12/06/06 BEST BUY CO INC MN 2.02,9.01 12/12/06 BIOGEN IDEC INC DE 5.02 12/06/06 BITECH PHARMA, INC. 4.01,9.01 12/06/06 BlackRock Inc. DE 9.01 09/29/06 AMEND BNS HOLDING, INC. 4.01,9.01 12/11/06 BNS HOLDING, INC. 4.01,9.01 12/08/06 AMEND BOSTON CAPITAL REAL ESTATE INVESTMENT MD 1.01,2.03,8.01,9.01 12/07/06 BRANDYWINE OPERATING PARTNERSHIP LP / DE 5.02,9.01 12/06/06 BRANDYWINE REALTY TRUST MD 5.02,9.01 12/06/06 BROADVISION INC DE 2.02,9.01 12/07/06 BSML INC UT 5.02,9.01 12/06/06 AMEND Bunge LTD 5.02,9.01 12/07/06 CAPITAL MORTGAGE PLUS L P DE 8.01,9.01 12/12/06 CAPITAL ONE MASTER TRUST NY 8.01,9.01 12/11/06 Cardium Therapeutics, Inc. 8.01,9.01 12/07/06 CAREER EDUCATION CORP DE 8.01,9.01 12/12/06 CAREGUIDE INC DE 2.01,3.02,5.02,8.01,9.01 12/08/06 CARGO CONNECTION LOGISTICS HOLDING, I FL 1.01,3.02,9.01 12/06/06 CATUITY INC DE 1.01 12/06/06 CDRV Investors, Inc. DE 1.01,3.03,5.02,8.01,9.01 12/06/06 CEDAR SHOPPING CENTERS INC MD 2.02,7.01,9.01 12/11/06 CELGENE CORP /DE/ DE 1.01,9.01 12/08/06 Center for Wound Healing, Inc. 3.01,9.01 11/16/06 CENTRAL VERMONT PUBLIC SERVICE CORP VT 1.01,9.01 12/07/06 CHAD THERAPEUTICS INC CA 4.01,9.01 11/27/06 AMEND CHAMPPS ENTERTAINMENT INC DE 5.02,9.01 12/06/06 CHAPEAU INC UT 7.01,9.01 12/12/06 CHASE BANK USA, NATIONAL ASSOCIATION DE 8.01,9.01 12/08/06 CHEVRON CORP DE 5.02,9.01 12/06/06 China VoIP & Digital Telecom Inc. NV 8.01,9.01 12/12/06 China VoIP & Digital Telecom Inc. NV 4.01 12/01/06 CIRTRAN CORP NV 1.01,9.01 11/30/06 CIT GROUP INC DE 8.01,9.01 12/11/06 CITIZENS BANCSHARES CORP /GA/ GA 5.02 12/12/06 CLARUS CORP DE 1.01,5.02,9.01 12/11/06 CLEVELAND ELECTRIC ILLUMINATING CO OH 2.03,9.01 12/11/06 Coley Pharmaceutical Group, Inc. DE 1.01 12/07/06 COLONIAL COMMERCIAL CORP NY 1.01,3.02,9.01 12/06/06 COMMERCE ENERGY GROUP, INC. DE 2.02,9.01 12/12/06 COMMUNITY BANK SYSTEM INC DE 1.01,2.03,9.01 12/08/06 CONTINENTAL AIRLINES INC /DE/ DE 7.01,9.01 12/11/06 CONVERA CORP DE 5.02 12/06/06 Convergence Ethanol, Inc. 5.02,9.01 12/12/06 COOPER COMPANIES INC DE 2.02,9.01 12/12/06 COREL CORP A6 9.01 12/12/06 CORNELL COMPANIES INC DE 1.01,7.01,9.01 10/10/06 AMEND CORNING INC /NY NY 5.02 12/06/06 CORPORATE PROPERTY ASSOCIATES 15 INC MD 5.02 12/06/06 CORUS BANKSHARES INC MN 5.02,9.01 12/06/06 COUNTRYWIDE FINANCIAL CORP DE 2.02,9.01 12/12/06 COVAD COMMUNICATIONS GROUP INC DE 1.01,5.02,9.01 12/08/06 CRANE CO /DE/ DE 8.01,9.01 12/11/06 Cyberkinetics Neurotechnology Systems DE 5.05,9.01 12/06/06 CYTOKINETICS INC 8.01,9.01 12/11/06 CYTYC CORP DE 8.01,9.01 12/08/06 DEFENSE INDUSTRIES INTERNATIONAL INC NV 8.01 12/12/06 DENBURY RESOURCES INC DE 5.02 12/06/06 DEPOMED INC CA 1.01,9.01 12/11/06 DEPOMED INC CA 8.01 12/06/06 DEVON ENERGY CORP/DE DE 5.02 12/08/06 DEWEY ELECTRONICS CORP NY 5.02,9.01 12/06/06 DIAMOND OFFSHORE DRILLING INC DE 7.01,9.01 12/11/06 DIVERSIFAX INC DE 1.01,2.01,5.01,5.06,9.01 12/10/06 Dividend Capital Total Realty Trust I MD 8.01 12/08/06 DOLLAR GENERAL CORP TN 2.02,7.01,9.01 12/12/06 DREW INDUSTRIES INC DE 5.02,9.01 12/01/06 DUSKA THERAPEUTICS, INC. NV 1.01,2.03,3.02,9.01 12/08/06 E DIGITAL CORP DE 1.01,1.02,2.03,3.02,9.01 12/12/06 EAGLE BROADBAND INC TX 1.01,3.02,9.01 12/07/06 EASTMAN CHEMICAL CO DE 3.03 12/07/06 EDEN BIOSCIENCE CORP WA 3.01,9.01 12/12/06 EDGETECH SERVICES INC NV 1.01,2.01,9.01 12/04/06 AMEND EDISON INTERNATIONAL CA 8.01 12/12/06 EDISON MISSION ENERGY DE 8.01,9.01 12/12/06 EFUNDS CORP DE 5.02 12/08/06 EGPI FIRECREEK, INC. NV 3.02,9.01 12/07/06 ELECTRONICS FOR IMAGING INC DE 8.01 11/22/06 ELITE PHARMACEUTICALS INC /DE/ DE 1.01,3.02,5.01,8.01,9.01 12/06/06 ENDWAVE CORP DE 8.01,9.01 12/11/06 EnerSys DE 1.01,9.01 12/12/06 ENTERPRISE FINANCIAL SERVICES CORP DE 1.01,9.01 12/06/06 EPIX Pharmaceuticals, Inc. 7.01,9.01 12/12/06 EQUINIX INC DE 8.01,9.01 12/11/06 EQUITABLE RESOURCES INC /PA/ PA 5.03,9.01 12/06/06 EQUITY RESIDENTIAL MD 2.06,7.01,9.01 12/06/06 EXELON CORP PA 7.01,9.01 12/12/06 EXPLORATION CO OF DELAWARE INC DE 5.02,9.01 12/07/06 FACTORY CARD & PARTY OUTLET CORP DE 2.02,8.01,9.01 12/12/06 Federal Home Loan Bank of Atlanta X1 2.03 12/06/06 Federal Home Loan Bank of Boston X1 2.03 12/06/06 Federal Home Loan Bank of Chicago X1 2.03 12/06/06 Federal Home Loan Bank of Cincinnati X1 2.03,9.01 12/06/06 Federal Home Loan Bank of Dallas 2.03 12/06/06 Federal Home Loan Bank of Des Moines X1 2.03,9.01 12/06/06 Federal Home Loan Bank of Indianapoli X1 2.03,9.01 12/06/06 Federal Home Loan Bank of New York X1 2.03,9.01 12/06/06 Federal Home Loan Bank of Pittsburgh PA 2.03,9.01 12/06/06 Federal Home Loan Bank of San Francis X1 2.03 12/06/06 Federal Home Loan Bank of Seattle 2.03 12/11/06 Federal Home Loan Bank of Topeka 2.03 12/06/06 FEDERAL NATIONAL MORTGAGE ASSOCIATION 3.01 12/07/06 FIRST CASH FINANCIAL SERVICES INC DE 8.01,9.01 12/12/06 First Franklin Mortgage Loan Trust 20 DE 1.01,9.01 12/12/06 First Franklin Mortgage Loan Trust 20 DE 8.01,9.01 11/27/06 FIRST KEYSTONE FINANCIAL INC 3.02,5.03,9.01 12/11/06 FIRST POTOMAC REALTY TRUST MD 1.01,2.03,3.02,9.01 12/11/06 FIRSTGOLD CORP. DE 5.03,9.01 12/01/06 FLORIDA PUBLIC UTILITIES CO FL 1.01 12/06/06 FOCUS ENHANCEMENTS INC DE 1.01,2.03,9.01 12/11/06 FOLDERA, INC 5.02,9.01 12/06/06 FONIX CORP DE 1.01,2.03,3.02,9.01 12/07/06 FONIX CORP DE 1.01,2.03,3.02,9.01 12/07/06 FOOTHILLS RESOURCES INC 5.02,9.01 10/23/06 FOREST OIL CORP NY 1.01,2.03 12/08/06 FREMONT MICHIGAN INSURACORP INC MI 5.02 12/12/06 FRIENDLY ICE CREAM CORP MA 7.01,9.01 12/11/06 FTI CONSULTING INC MD 5.02,9.01 12/11/06 FULLER H B CO MN 5.02,9.01 11/30/06 FUSION TELECOMMUNICATIONS INTERNATION 8.01,9.01 12/11/06 FX ENERGY INC NV 7.01,9.01 12/12/06 GAMMACAN INTERNATIONAL INC DE 7.01,9.01 11/30/06 GASTAR EXPLORATION LTD 7.01,9.01 12/12/06 GENERAL MILLS INC DE 5.03,9.01 12/11/06 GENESCO INC TN 1.01,7.01,9.01 12/09/06 GENESIS BIOVENTURES INC NY 5.02,8.01,9.01 12/07/06 GENOMIC HEALTH INC 8.01 12/12/06 GETTING READY CORP 3.02,5.01,9.01 12/04/06 AMEND GFR PHARMACEUTICALS INC NV 2.01,3.02,5.01,5.02,9.01 12/11/06 GLIMCHER REALTY TRUST MD 1.01,1.02,8.01 12/06/06 GLIMCHER REALTY TRUST MD 5.02 05/05/06 AMEND Global Developments Inc. DE 8.01 12/06/06 Global Developments Inc. DE 8.01 12/06/06 Global Developments Inc. DE 8.01 12/06/06 Global Developments Inc. DE 8.01 12/05/06 GLOBALSCAPE INC DE 5.02,7.01,9.01 12/06/06 GOLD RESOURCE CORP CO 1.01,3.02,9.01 12/07/06 GOLDEN PATRIOT CORP NV 8.01,9.01 12/07/06 GOLDMAN SACHS GROUP INC/ DE 2.02,5.03,8.01,9.01 12/11/06 GOLDSPRING INC FL 5.02 12/11/06 GONDWANA ENERGY LTD / NY NV 3.02,7.01,9.01 12/08/06 GOODRICH PETROLEUM CORP DE 2.03,3.02,8.01,9.01 12/08/06 GREAT PLAINS ENERGY INC MO 8.01 12/11/06 Halo Technology Holdings, Inc. NV 1.01,9.01 12/06/06 HEALTH CARE REIT INC /DE/ DE 8.01,9.01 12/11/06 HEARTLAND EXPRESS INC NV 8.01,9.01 12/08/06 HERLEY INDUSTRIES INC /NEW DE 2.02,9.01 12/11/06 HINES REAL ESTATE INVESTMENT TRUST IN 1.01,2.01,7.01,9.01 12/07/06 HOSPITALITY PROPERTIES TRUST MD 8.01,9.01 12/12/06 HURCO COMPANIES INC IN 5.02 12/11/06 HURCO COMPANIES INC IN 5.02 12/11/06 IA GLOBAL INC DE 2.02,9.01 12/12/06 ICAD INC DE 5.02 12/08/06 IKANOS COMMUNICATIONS CA 2.05 11/30/06 IKON OFFICE SOLUTIONS INC OH 8.01,9.01 12/11/06 IMMUNE RESPONSE CORP DE 3.02 12/11/06 INDEVUS PHARMACEUTICALS INC DE 7.01,9.01 12/12/06 INDEVUS PHARMACEUTICALS INC DE 1.01,7.01,9.01 12/11/06 IndyMac Home Equity Mortgage Loan Ass DE 8.01,9.01 11/30/06 InfoSearch Media, Inc. DE 9.01 12/05/06 AMEND INFOSPACE INC DE 1.01 12/05/06 AMEND INGLES MARKETS INC NC 5.02 12/12/06 INSWEB CORP DE 2.02,8.01,9.01 12/12/06 INTERCONTINENTALEXCHANGE INC 8.01,9.01 12/11/06 IPARTY CORP DE 5.02,9.01 12/08/06 IPORUSSIA INC DE 8.01 12/08/06 Israel Technology Acquisition Corp. DE 1.01,9.01 02/28/06 AMEND IWT TESORO CORP NV 1.01,9.01 12/10/06 JANUS CAPITAL GROUP INC DE 7.01 12/12/06 KAISER GROUP HOLDINGS INC DE 5.02 12/11/06 KELLOGG CO DE 5.02,9.01 12/12/06 KENSEY NASH CORP DE 5.02,9.01 12/06/06 Kohlberg Capital CORP DE 8.01,9.01 12/12/06 Koppers Holdings Inc. PA 1.01,9.01 12/09/06 KOPPERS INC PA 1.01,9.01 12/09/06 LARGE SCALE BIOLOGY CORP DE 1.03,8.01,9.01 10/11/06 LEHMAN BROTHERS HOLDINGS INC DE 5.02 12/12/06 LIBBEY INC DE 1.01 12/08/06 Liberty Global, Inc. 2.03,9.01 12/11/06 LINN ENERGY, LLC DE 5.02 12/06/06 Long Beach Mortgage Loan Trust 2006-1 DE 6.01 12/12/06 MANNKIND CORP 1.01,9.01 12/12/06 MAPINFO CORP DE 1.01,9.01 12/07/06 MARATHON OIL CORP DE 3.01,9.01 12/12/06 MARTEK BIOSCIENCES CORP DE 2.02,9.01 12/12/06 MASS MEGAWATTS WIND POWER INC 2.02,9.01 12/11/06 MATRITECH INC/DE/ DE 3.01,9.01 12/08/06 MCCORMICK & CO INC MD 8.01,9.01 12/12/06 MCDONALDS CORP DE 8.01,9.01 12/08/06 MEADE INSTRUMENTS CORP DE 2.02,9.01 12/11/06 MEDICALCV INC MN 1.01 12/06/06 MERCANTILE BANKSHARES CORP MD 5.02 12/06/06 Merchandise Creations, Inc. 1.01,9.01 12/08/06 MERCK & CO INC NJ 7.01,9.01 12/12/06 MERRILL LYNCH & CO INC DE 5.03,9.01 12/11/06 MFB CORP IN 5.03 12/06/06 MICROISLET INC NV 1.01,9.01 12/07/06 MICRON ENVIRO SYSTEMS INC NV 8.01,9.01 12/11/06 MIDDLEFIELD BANC CORP OH 5.02 12/11/06 MIDWEST GENERATION LLC DE 8.01,9.01 12/12/06 MINERA ANDES INC /WA 8.01,9.01 12/04/06 MISSION ENERGY HOLDING CO DE 8.01,9.01 12/12/06 MITCHAM INDUSTRIES INC TX 2.02,9.01 12/12/06 MIV THERAPEUTICS INC NV 1.01,8.01,9.01 12/11/06 MIV THERAPEUTICS INC NV 8.01 12/11/06 MOBILE MINI INC DE 5.02 12/08/06 MOLINA HEALTHCARE INC DE 8.01 12/11/06 Morgan Stanley ABS Capital I Inc. Tru DE 1.01,9.01 09/27/06 MortgageIT Holdings, Inc. MD 8.01,9.01 12/12/06 MOSCOW CABLECOM CORP DE 4.01,9.01 12/12/06 MOVENTIS CAPITAL, INC. DE 7.01,9.01 12/12/06 MSX INTERNATIONAL INC DE 1.01,5.02 12/08/06 NATIONAL DENTEX CORP /MA/ MA 5.02,9.01 12/08/06 NATIONAL FUEL GAS CO NJ 5.02 12/06/06 NATIONAL HEALTH REALTY INC MD 8.01 12/11/06 National Investment Managers Inc. FL 1.01,3.02,9.01 12/11/06 NATIONAL LAMPOON INC CA 5.02 12/07/06 NationsHealth, Inc. DE 7.01,9.01 12/12/06 NCI BUILDING SYSTEMS INC DE 5.02,5.03,9.01 12/07/06 NEKTAR THERAPEUTICS DE 5.02 12/06/06 NET PERCEPTIONS INC DE 1.01,9.01 12/11/06 NETMANAGE INC DE 7.01 12/12/06 NETOPIA INC DE 9.01 11/13/06 AMEND NORFOLK SOUTHERN CORP VA 7.01,8.01,9.01 12/11/06 NOVASTAR FINANCIAL INC MD 7.01,9.01 12/12/06 NUVELO INC DE 8.01,9.01 12/11/06 ODYNE CORP 3.02 12/12/06 OGE ENERGY CORP OK 1.01,2.03 12/12/06 OKLAHOMA GAS & ELECTRIC CO OK 1.01,2.03 12/12/06 Omega Flex, Inc. PA 8.01 12/12/06 ON SEMICONDUCTOR CORP DE 8.01,9.01 12/11/06 OneBeacon Insurance Group, Ltd. D0 5.02,9.01 12/12/06 ORTEC INTERNATIONAL INC DE 8.01 12/11/06 OSIRIS THERAPEUTICS, INC. DE 7.01,9.01 12/09/06 OYO GEOSPACE CORP DE 4.01 12/07/06 PACIFICHEALTH LABORATORIES INC DE 5.02 12/07/06 PARALLEL PETROLEUM CORP DE 5.02 12/06/06 PARKWAY PROPERTIES INC MD 8.01,9.01 12/11/06 PAVILION BANCORP INC 1.02,2.04 12/08/06 PEDIATRIC SERVICES OF AMERICA INC DE 2.02,9.01 12/12/06 PEERLESS SYSTEMS CORP DE 2.02,9.01 12/12/06 Peninsula Gaming, LLC DE 8.01 12/12/06 PEOPLES BANCORP OF NORTH CAROLINA INC NC 8.01,9.01 12/06/06 PEPCO HOLDINGS INC DE 1.01,2.03,9.01 12/12/06 PLATINUM ENERGY RESOURCES INC DE 1.01,3.02,9.01 12/06/06 PLATO LEARNING INC DE 2.02,9.01 12/12/06 POPE & TALBOT INC /DE/ DE 5.02 12/08/06 POSSIS MEDICAL INC MN 7.01,9.01 12/12/06 POST PROPERTIES INC GA 8.01,9.01 12/12/06 PPL ENERGY SUPPLY LLC 9.01 12/12/06 AMEND PREMIERWEST BANCORP OR 8.01,9.01 12/12/06 PRIDE INTERNATIONAL INC DE 5.02 12/06/06 PRUDENTIAL FINANCIAL INC NJ 2.03,3.02,8.01,9.01 12/12/06 PRUDENTIAL FINANCIAL INC NJ 7.01,8.01,9.01 12/11/06 PUBLIC SERVICE ENTERPRISE GROUP INC NJ 5.02,8.01,9.01 12/07/06 QUALCOMM INC/DE DE 1.01,3.03,9.01 12/07/06 QUANEX CORP DE 5.02,9.01 12/06/06 QUANTRX BIOMEDICAL CORP NV 1.01 12/06/06 Quintana Maritime LTD 1T 1.01 12/07/06 RAINING DATA CORP DE 8.01 12/12/06 RAM Holdings Ltd. D0 7.01,9.01 12/08/06 RAMCO GERSHENSON PROPERTIES TRUST MD 8.01,9.01 12/12/06 REDWOOD TRUST INC MD 1.01,2.03,9.01 12/12/06 River Rock Entertainment Authority XX 5.02 12/08/06 ROBERTS REALTY INVESTORS INC GA 1.01,2.03,9.01 12/06/06 ROCKWELL AUTOMATION INC DE 5.02 12/06/06 RURAL/METRO CORP /DE/ DE 8.01,9.01 12/11/06 SABRE HOLDINGS CORP DE 7.01,9.01 12/12/06 SAFEWAY INC DE 2.02,7.01,8.01,9.01 12/12/06 SAIC, Inc. DE 2.02,9.01 12/12/06 SALESFORCE COM INC DE 8.01,9.01 12/12/06 SALON MEDIA GROUP INC DE 5.02 12/07/06 SCRIPPS E W CO /DE OH 8.01,9.01 12/12/06 SEAWRIGHT HOLDINGS INC DE 1.01,2.03,9.01 12/06/06 Securitized Asset Backed Receivables 8.01,9.01 12/12/06 Security Capital Assurance Ltd D0 7.01 12/11/06 Seneca Gaming Corp XX 2.02,9.01 12/12/06 SERVICE AIR GROUP INC NJ 3.02,9.01 12/11/06 SEYCHELLE ENVIRONMENTAL TECHNOLOGIES NV 4.02,9.01 12/12/06 SHORE BANCSHARES INC MD 5.02,9.01 12/07/06 SIERRA BANCORP CA 2.04 12/08/06 SIGMATRON INTERNATIONAL INC DE 2.02,9.01 12/12/06 SIRENZA MICRODEVICES INC DE 8.01 12/11/06 SIX FLAGS INC DE 7.01,9.01 12/12/06 SONIC CORP DE 8.01,9.01 12/12/06 SOTHEBYS DE 5.02 12/06/06 SOURCE PETROLEUM INC. NV 2.03,9.01 12/05/06 SOURCE PETROLEUM INC. NV 2.03,9.01 12/05/06 AMEND SOUTH SHORE RESOURCES, INC. 3.02 12/06/06 SOUTHWEST AIRLINES CO TX 1.01,9.01 09/30/06 STANDARD MOTOR PRODUCTS INC NY 5.02 12/07/06 STELLENT INC MN 5.01,5.02 12/12/06 Stone Arcade Acquisition CORP DE 8.01,9.01 11/27/06 AMEND STONEMOR PARTNERS LP DE 2.01,9.01 09/28/06 AMEND SUNOCO INC PA 8.01,9.01 12/11/06 SUNTERRA CORP MD 2.02,9.01 12/07/06 SUPERTEL HOSPITALITY INC VA 8.01,9.01 12/11/06 SUPREME REALTY INVESTMENTS, INC. 1.01,9.01 12/11/06 SYSCO CORP DE 5.02,8.01 12/08/06 TAIWAN FUND INC DE 7.01,9.01 10/01/06 TARRANT APPAREL GROUP CA 1.01,3.02,9.01 12/06/06 TELIK INC DE 1.01,3.03,9.01 12/11/06 TELVUE CORP DE 5.02 12/12/06 Tempest Microsystems, Inc. DE 3.02 11/06/06 TENNECO INC DE 1.01,9.01 12/06/06 TRAILER BRIDGE INC 7.01,9.01 12/12/06 TRANSCOMMUNITY FINANCIAL CORP VA 8.01,9.01 12/12/06 TransDigm Group INC DE 8.01,9.01 12/11/06 TRANSMERIDIAN EXPLORATION INC DE 5.02,9.01 12/07/06 TRC COMPANIES INC /DE/ DE 3.02 12/07/06 TRIMBLE NAVIGATION LTD /CA/ CA 1.01,9.01 12/12/06 AMEND TRIMBLE NAVIGATION LTD /CA/ CA 8.01,9.01 12/12/06 AMEND TRX INC/GA GA 1.01,9.01 12/07/06 U S ENERGY SYSTEMS INC DE 5.02,5.03,9.01 12/06/06 ULTRALIFE BATTERIES INC DE 7.01,9.01 12/12/06 ULURU INC. NV 1.01 12/08/06 UMPQUA HOLDINGS CORP OR 8.01,9.01 12/12/06 UNITED AUTO GROUP INC DE 1.01,2.03,9.01 12/07/06 UNITED COMPONENTS INC DE 7.01,9.01 12/12/06 UNITED COMPONENTS INC DE 8.01,9.01 12/12/06 UNITED COMPONENTS INC DE 7.01 12/12/06 UNITED DOMINION REALTY TRUST INC MD 1.01,9.01 12/07/06 UNITED THERAPEUTICS CORP DE 8.01,9.01 12/12/06 UNITED WESTERN BANCORP INC CO 8.01 12/06/06 Valera Pharmaceuticals Inc 7.01,9.01 12/12/06 Valera Pharmaceuticals Inc 1.01,7.01,9.01 12/11/06 VALERO GP HOLDINGS LLC DE 7.01 12/12/06 VALERO L P DE 7.01 12/12/06 VASCULAR SOLUTIONS INC DE 8.01 12/08/06 VECTREN CORP IN 5.02 12/12/06 VENTURE LENDING & LEASING IV INC MD 1.01,2.03 12/11/06 VERIZON COMMUNICATIONS INC DE 5.02 12/11/06 Viacom Inc. DE 8.01,9.01 12/06/06 VIEWCAST COM INC DE 7.01,9.01 12/12/06 VION PHARMACEUTICALS INC DE 8.01,9.01 12/11/06 VIRAL GENETICS INC /DE/ DE 8.01,9.01 12/12/06 VIRCO MFG CORPORATION DE 2.02,9.01 12/07/06 Visiphor CORP A1 7.01,9.01 12/07/06 VITESSE SEMICONDUCTOR CORP DE 2.02,7.01 12/12/06 VULCAN MATERIALS CO NJ 5.02,9.01 12/12/06 VWR International, Inc. 1.01,5.02,8.01,9.01 12/06/06 Waterbank of America (USA) Inc. UT 4.01,9.01 11/30/06 WEBSITE PROS INC DE 7.01 12/11/06 WELLS REAL ESTATE FUND IX LP GA 1.01 12/12/06 WELLS REAL ESTATE FUND X L P GA 1.01 12/12/06 WELLS REAL ESTATE FUND XI L P GA 1.01 12/12/06 WEST MARINE INC DE 5.02,9.01 12/08/06 WII Components, Inc. DE 1.01,8.01,9.01 12/11/06 WILLIAMS CONTROLS INC DE 2.02,9.01 12/12/06 Williams Partners L.P. 1.01,8.01,9.01 12/06/06 WILLIS LEASE FINANCE CORP DE 5.02,9.01 12/06/06 WILLOW FINANCIAL BANCORP, INC. PA 5.02,9.01 12/08/06 WINDROSE MEDICAL PROPERTIES TRUST MD 8.01,9.01 12/11/06 WISCONSIN ENERGY CORP WI 5.02 12/12/06 WYNDHAM WORLDWIDE CORP DE 7.01,9.01 12/12/06 XL CAPITAL LTD 1.01,9.01 12/12/06 Z AXIS CORP CO 2.03,9.01 12/12/06 ZIMMER HOLDINGS INC DE 8.01,9.01 12/12/06