Securities and Exchange Commission Suspends Trading in Three Issuers for Failure to Make Required Periodic Filings
The U.S. Securities and Exchange Commission announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on June 10, 2008, and terminating at 11:59 p.m. EDT on June 23, 2008.
The Commission temporarily suspended trading in the securities of these three 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 four 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 this company.
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 company 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 this company that has 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) 551-5720. 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. 34-57940)
RULES AND RELATED MATTERS
Interactive Data for Mutual Fund Risk/Return Summary
On June 10, the Commission issued a release proposing amendments to provide for mutual fund risk/return summary information to be filed with the Commission in interactive data format. The risk/return summary includes information about a fund's investment objectives and strategies, risks, expenses, and performance. The proposed rule amendments also would permit investment companies to submit portfolio holdings information in the Commission's interactive data voluntary program without being required to submit other financial information. (Rels. 33-8929; 34-57942; 39-2457; IC-28298)
Commission Orders Hearing on Registration Suspension or Revocation Against Four Companies for Failure to Make Required Periodic Filings
In conjunction with today's trading suspension, the Commission also instituted an administrative proceeding to determine whether to revoke or suspend for a period not exceeding twelve months the registration of each class of the securities of four companies for failure to make required periodic filings with the Commission:
In the Order, the Division of Enforcement (Division) alleges that the respondents are delinquent in their required periodic filings with the Commission.
In this proceeding, 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 respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute a failure to comply with violations of 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 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.
For further information see also the Order of Suspension of Trading, In the Matter of Struthers, Inc. (n/k/a Global Marine, Ltd.), et al., File No. 500. (Rel. 34-57941; File No. 3-13061)
In the Matter of Empyrean Bioscience, Inc.
An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations by Default (Default Order) in the matter of Empyrean Bioscience, Inc. The Order Instituting Proceedings alleged that Empyrean Bioscience, Inc., Languageware.net Co. Ltd., and Uncle B's Bakery, Inc., each failed repeatedly to file required annual and quarterly reports while their securities were registered with the Securities and Exchange Commission. The Default Order finds these allegations to be true and revokes the registrations of each class of registered securities of Empyrean Bioscience, Inc., Languageware.net Co. Ltd., and Uncle B's Bakery, Inc., pursuant to Section 12(j) of the Securities Exchange Act of 1934. (Rel. 34-57943; File No. 3-13016)
In the Matter of Salvatore LaGreca, CPA
On June 10, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings and Imposing Remedial Sanctions (Order) against Salvatore LaGreca, CPA. The Order finds that Salvatore LaGreca, age 55, a resident of Port Washington, New York, served as McCann-Erickson Worldwide's (McCann) Vice-Chairman, Finance and Operations and Chief Financial Officer from January 1996 to October 2002. LaGreca is a Certified Public Accountant licensed in the State of New York, although his license is currently inactive. LaGreca oversaw McCann's accounting, financial reporting, strategic planning, mergers and acquisitions, and budgeting. Interpublic Group of Companies, Inc. (IPG) is an advertising and media holding company that owns over 600 advertising agencies and other companies in approximately 130 countries. IPG is headquartered in New York, New York, and its stock is listed on the New York Stock Exchange. McCann is a Delaware corporation that IPG wholly owns.
On May 6, 2008, a final judgment was entered by consent against LaGreca, permanently enjoining him from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder, in the civil action entitled SEC v. Salvatore LaGreca et. al, Civil Action Number 08-CV-4076 (GBD), in the United States District Court for the Southern District of New York. LaGreca was also ordered to pay $36,000 in disgorgement of ill-gotten gains, $10,947 in prejudgment interest, and a $25,000 civil money penalty.
The Commission's complaint alleged, among other things, in the Fall of 2002, IPG restated its financial results in the amount of $181 million for the period 1997 to 2002. The largest component of this restatement, approximately $101 million, was due to the failure of McCann and its officers and employees, including LaGreca, to eliminate properly imbalances in McCann's intercompany accounts. Among other things, LaGreca ignored the red flags that McCann's misstated intercompany accounts would have a material impact on IPG's financial results.
Based on the above, the Order suspends LaGreca from appearing or practicing before the Commission as an accountant for a period of five (5) years. LaGreca consented to the issuance of the Order without admitting or denying any of the findings except as to the final judgment entered against him which he admits. (Rel. 34-57944; AAE Rel. 2837; File No. 3-13062)
Court Enters Final Judgment of Permanent Injunction and Other Relief Against Defendant Danny L. Pixler
The Commission announced that on May 7, 2008, the Honorable William J. Zloch of the United States District Court for the Southern District of Florida entered a Final Judgment of Permanent Injunction and Other Relief against Danny Pixler, Certified Services Inc.'s Chief Executive Officer. The Judgment enjoins him from violating Section 17(a) of the Securities Act of 1933, Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act), and Rules 10b-5, 13a-14, 13b2-1, 13b2-2 thereunder and from aiding and abetting Certified's violations of Section 13(a), 13(b)(2)(A), 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and Rule 13a-13 thereunder. In addition to injunctive relief, the Judgment permanently bars Pixler from acting as an officer and director and from participating in the offering of any penny stock. The Judgment also orders him to pay disgorgement of ill-gotten gains, with prejudgment interest and a civil money penalty, in an amount to be determined at a later date. Pixler consented to entry of the judgment without admitting or denying any of the allegations in the complaint.
On March 6, 2008, the Commission filed a civil injunctive action against Pixler and others. The complaint charged Pixler and others with financial fraud conducted in violation of the federal securities laws arising from their involvement with Certified. [SEC v. W. Anthony Huff, et al., Case No. 08-60315-CIV-ZLOCH (S.D. FL) (LR-20612)
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change (SR-CBOE-2008-57) filed by the Chicago Board Options Exchange to increase the class quoting limit in GLD options 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 June 9. (Rel. 34-57928)
A proposed rule change filed by the Philadelphia Stock Exchange to relating to list and trade options on full and reduced values of the Nasdaq-100 Index (SR-Phlx-2008-36) 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 June 9. (Rel. 34-57936)
A proposed rule change (SR-CBOE-2008-58) filed by the Chicago Board Options Exchange to allow CBOE to determine to permit electronic exposure of SAL, HAL, and/or COA Orders to all CBOE Market-Makers 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 June 9. (Rel. 34-57937)
The Commission granted approval to a proposed rule change (SR-NYSEArca-2008-09), as modified by Amendment Nos. 1 and 2 thereto, filed by NYSE Arca, through its wholly owned subsidiary, NYSE Arca Equities, Inc., relating to the listing and trading of shares of the AirShares™ EU Carbon Allowances Fund. Publication is expected in the Federal Register during the week of June 9. (Rel. 34-57938)
A proposed rule change (SR-CBOE-2008-60) filed by the Chicago Board Options Exchange to increase the class quoting limit in certain option classes 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 June 9. (Rel. 34-57939)
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