Fee Rate Advisory #1 for Fiscal Year 2010
The Securities and Exchange Commission today announced that in fiscal year 2010 the fees that public companies and other issuers pay to register their securities with the Commission will be set at $71.30 per million dollars. In addition, the fees applicable to most securities transactions will be fixed at $12.70 per million dollars.
The Commission determined these new rates in accordance with the procedures required under the Investor and Capital Markets Fee Relief Act. Accordingly, the Commission consulted with both the Congressional Budget Office and the Office of Management and Budget regarding the annual adjustment. These adjustments do not affect the amount of funding available to the Commission.
A copy of the Commission's order, including the calculation methodology, is available at http://www.sec.gov.
The Investor and Capital Markets Fee Relief Act requires that the Commission make annual adjustments to the rates for fees paid under Section 6(b) of the Securities Act of 1933 and Sections 13(e), 14(g), and 31 of the Securities Exchange Act of 1934. Specifically, the Commission must set rates for the fees paid under Section 6(b) of the Securities Act of 1933 and Section 31 of the Securities Exchange Act of 1934 to levels that the Commission projects will generate collections equal to annual targets specified in the Act. The targets in the Fee Relief Act for fiscal years 2009 and 2010 are as follows:
Effective Oct. 1, 2009, or five days after the date on which the Commission receives its fiscal year 2010 regular appropriation, whichever date comes later, the Section 6(b) fee rate applicable to the registration of securities, the Section 13(e) fee rate applicable to the repurchase of securities, and the Section 14(g) fee rates applicable to proxy solicitations and statements in corporate control transactions will increase from $55.80 per million dollars to $71.30 per million dollars. The Section 6(b) rate is also the rate used to calculate the fees payable with the Annual Notice of Securities Sold Pursuant to Rule 24f-2 under the Investment Company Act of 1940.
In addition, effective Oct. 1, 2009, or 30 days after the date on which the Commission receives its fiscal year 2010 regular appropriation, whichever date comes later, the Section 31 fee rate applicable to securities transactions on the exchanges and certain over-the-counter markets will decrease from $25.70 per million dollars to $12.70 per million dollars. The assessment on security futures transactions under Section 31(d) will remain unchanged at $0.0042 for each round turn transaction.
The Office of Interpretation and Guidance in the Commission's Division of Trading and Markets is available for questions on Section 31 at (202) 551-5777, or by e-mail at firstname.lastname@example.org.
The Commission will issue further notices as appropriate to keep the public informed of developments relating to the effective dates of the fee rates under Section 6(b), Section 13(e), Section 14(g), and Section 31. These notices will be posted at the Commission's Internet Web site at http://www.sec.gov. (Press Rel. 2009-100)
SEC Announces Agenda and Panelists for Roundtable on Short Selling
The Securities and Exchange Commission today announced the agenda and panelists for its May 5 roundtable to discuss short sale price tests and short sale circuit breakers.
The roundtable will be held at the SEC's headquarters at 100 F Street NE in Washington, D.C., and will begin at 10 a.m. with opening remarks from SEC Chairman Mary L. Schapiro.
"The Commission will hear from leading experts, all of whom possess a strong understanding of short selling and its impact on financial markets," said Chairman Schapiro. "Their insight will be helpful as the Commission evaluates the costs and benefits of short sale price test restrictions and short sale circuit breakers."
Panel topics will include discussions on investor confidence and the necessity and effectiveness of short sale price tests and short sale circuit breakers; the operational and compliance issues raised by the SEC's recently proposed regulatory approaches in the area of short selling; and what empirical data says about short sale price tests and short sale circuit breakers.
Roundtable participants will include representatives of public issuers, investors, financial services firms, self-regulatory organizations and the academic community.
Agenda and Panelists
10:00 a.m. - Opening Remarks from SEC Chairman Mary L. Schapiro
10:10 a.m. - Panel One: Market Changes and Investor Confidence; Are short sale price tests or short sale circuit breakers necessary or effective?
11:20 a.m.-11:30 a.m. - Break
11:30 a.m. - Panel Two: Bid versus Tick versus Circuit Breakers; Discussion of short sale price tests and short sale circuit breakers.
12:45 p.m. - Lunch Break
1:45 p.m. - Panel Three: Lessons and Insights from Empirical Data; Short sale price tests and short sale circuit breakers by the numbers.
3:00 p.m. - Closing Remarks
The roundtable will be open to the public with seating on a first-come, first-served basis. The roundtable also will be webcast on the SEC's Web site.
For additional information about the roundtable, contact the SEC's Division of Trading and Markets at (202) 551-5720. (Press Rel. 2009-101)
Closed Meeting - Monday, May 4, 2009 - 9:00 a.m.
The subject matter of the Closed Meeting scheduled for Monday, May 4, 2009, will be: institution of an injunctive action; and institution of an administrative proceeding of an enforcement nature.
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.
In the Matter of Childrobics, Inc.
An Administrative Law Judge issued an Order Making Findings and Revoking Registrations by Default (Default Order) in Childrobics, Inc., Admin. Proc. 3-13426 (April 30, 2009). The Default Order finds that Childrobics, Inc., Churchill Technology, Inc., Global Intellicom, Inc., Tenney Engineering, Inc., and The Score Board, Inc., violated Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Exchange Act Rules 13a-1 and 13a-13 that require an issuer with securities registered pursuant to Exchange Act Section 12(g) to file annual reports and domestic issuers to file quarterly reports with the Commission. Based on these findings, the Administrative Law Judge, pursuant to Section 12(j) of the Exchange Act, revoked the registration of each class of registered securities of each named Respondent. (Rel. 34-59851; File No. 3-13426)
Commission Revokes Registration of Securities of Farm Fish, Inc. for Failure to Make Required Periodic Filings
On May 1, 2009, the Commission revoked the registration of each class of registered securities of Farm Fish, Inc. (Farm Fish) for failure to make required periodic filings with the Commission.
Without admitting or denying the findings in the Order, except as to jurisdiction, which it admitted, Farm Fish consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Farm Fish finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of Farm Fish's securities pursuant to Section 12(j) of the Exchange Act. This order settled the proceedings brought against Farm Fish, Inc. in In the Matter of F&C International, Inc., et al., Administrative Proceeding File No. 3-13427.
Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:
No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked . . . .
For further information see Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934, In the Matter of F&C International, Inc., et al., Administrative Proceeding File No. 3-13427, Exchange Act Release No. 59669, April 2, 2009. (Rel. 34-59853; File No. 3-13427)
Daryn P. Fleming and Mathew C. Bruce
The Securities and Exchange Commission announced that on April 14, 2009, the Honorable Robert H. Whaley of the United States District Court for the Eastern District of Washington entered final judgments against Defendants Daryn P. Fleming and Mathew C. Bruce in the above captioned matter, to which Defendants Fleming and Bruce consented, without either admitting or denying the SEC's allegations against them. The final judgments permanently enjoin Defendants Fleming and Bruce from violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The final judgment against Defendant Fleming also prohibits Fleming from acting as the officer or director of any public company, and orders that Fleming pay disgorgement totaling $20,844 in ill-gotten gains, $3,865 in prejudgment interest, and a $35,000 civil penalty.
The SEC previously alleged that Defendant Fleming issued false press releases about the business operations of International Broadcasting Corporation, including nonexistent broadcast affiliations with various radio stations. The SEC has also alleged that when Bruce and Fleming were later questioned by investors about these supposed affiliations, they made public misrepresentations live on an International Broadcasting internet radio show to conceal the fact that the original press releases were false. The SEC previously filed a settled civil injunctive action against International Broadcasting Corporation, in which the company consented to the entry of a permanent injunction from violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. [SEC v. Daryn P. Fleming and Mathew C. Bruce, CV-08-029-FVS (E.D. Wa.)] (LR-21021)
Initial Distribution of $7.7 Million Funds to be Made to Investors in Carolina Development Offering Fraud
On April 23, 2009, Thomas Seaman, the court-appointed Receiver obtained an order approving the distribution of funds pursuant the Securities and Exchange Commission's previously approved plan of partial distribution. The Order authorizes a distribution of $7,751,332.17 to defrauded investors. This amount represents a return of approximately 20% of investors' total investments in The Carolina Development Company.
The complaint alleged that Vander Tuig and his co-defendants obtained investments of at least $30 million from the fraudulent, unregistered offering of Carolina Company stock. Defendants made false claims including: 1) representations that Carolina Company would soon make an initial public offering and that the stock would likely trade at a price many times the initial offering price, while in reality, the Carolina Company had not taken any substantial steps to register an offering; (2) failure to disclose that the same stock being sold in the unregistered offering was available for purchase through the Pink Sheet quotation system at prices well below the offering price; and, (3) representations that shares purchased would be immediately available for trading as soon as Carolina Company went public, when such shares were actually restricted and could not be sold for at least one year. Further, Defendants failed to disclose that Vander Tuig was previously enjoined by in an action brought by the Commission and was subsequently barred by the Commission from association with any broker or dealer. The SEC filed its action against Carolina Development Company on February 16, 2006. [SEC v. Lambert Vander Tuig, The Carolina Development Company, Inc. and Jonathan Carman. Case No. SACV06-00172 AHS (MLGx) (C.D. Cal.)] (LR-21022)
Proposed Rule Changes
The Commission issued notice of a proposed rule change and Amendment No. 1 thereto submitted by NYSE Arca (SR-NYSEArca-2009-30), through its wholly owned subsidiary, NYSE Arca Equities, Inc., pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 relating to the adoption of listing standards for Managed Trust Securities and the listing and trading of shares of the iShares(R) Diversified Alternatives Trust. Publication is expected in the Federal Register during the week of May 4. (Rel. 34-59835)
The Commission noticed a proposed rule change (SR-Phlx-2009-37) submitted by NASDAQ OMX PHLX pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 relating to quoting requirements for Streaming Quote Traders, Remote Streaming Quote Traders and specialists. Publication is expected in the Federal Register during the week of May 4. (Rel. 34-59842)
Approval of Proposed Rule Changes
The Commission granted approval of a proposed rule change (SR-BSECC-2009-02) filed by Boston Stock Exchange Clearing Corporation under Section 19(b)(1) of the Securities Exchange Act of 1934 to amend BSECC's Articles of Organization and By-Laws to increase the number of authorized shares and to reflect a transfer in ownership of five percent of BSECC's shares. BSECC is also amending its Articles of Organization and By-Laws to change its name to the Nasdaq Clearing Corporation. Publication is expected in the Federal Register during the week of May 4. (Rel. 34-59839)
The Commission approved a proposed rule change submitted by the New York Stock Exchange (SR-NYSE-2009-31) regarding initial and annual listing fees for securities listed and traded on the NYSE Bonds System. Publication is expected in the Federal Register during the week of May 4. (Rel. 34-59844)
Immediate Effectiveness of Proposed Rule Changes
The Commission issued notice of filing and immediate effectiveness of a proposed rule change (SR-Phlx-2009-38) filed by NASDAQ OMX PHLX under Rule 19b-4 of the Securities Exchange Act of 1934 relating to payment for order flow. Publication is expected in the Federal Register during the week of May 4. (Rel. 34-59841)
A proposed rule change (SR-NYSEArca-2009-34) filed by NYSE Arca amending Rule 6.76A Order Execution - OX 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 May 4. (Rel. 34-59846)
A proposed rule change filed by the NASDAQ Stock Market to modify fees for members using the NASDAQ Market Center (SR-NASDAQ-2009-035) 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 May 4. (Rel. 34-59843)
Accelerated Approval of Proposed Rule Change
The Commission approved a proposed rule change (SR-OCC-2009-08) that was submitted under Rule 19b-4 by the Options Clearing Corporation to revise OCC's eligibility requirements for the deposit of stocks as margin. The proposed rule change was approved on an accelerated basis. Publication is expected in the Federal Register during the week of May 4. (Rel. 34-59845)
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