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ENFORCEMENT PROCEEDINGSSecurities and Exchange Commission Orders Hearing on Registration Revocation Against Six Public Companies for Failure to Make Required Periodic FilingsOn August 24, the Commission instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registrations of each class of the securities of six companies for failure to make required periodic filings with the Commission:
In this Order, the Division of Enforcement alleges that the six issuers are delinquent in their required periodic filings with the Commission. In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the Administrative Law Judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 or 13a-16 thereunder, are true. The Administrative Law Judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-60562; File No. 3-13597) In the Matter of Phillip J. MilliganAn Administrative Law Judge has issued an Initial Decision in Phillip J. Milligan, Administrative Proceeding No. 3-13482. The Initial Decision finds that the U.S. District Court for the Eastern District of New York permanently enjoined Respondent Phillip J. Milligan 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. The Initial Decision concludes that, pursuant to Section 15(b) of the Exchange Act, it is appropriate in the public interest to bar Milligan from association with any broker or dealer. (Initial Decision 386; File No. 3-13482) SEC Files Settled Insider Trading Charges Relating to Acquisition of First Indiana CorporationOn August 24, the Securities and Exchange Commission filed a settled civil injunctive action in the U.S. District Court for the Southern District of New York against Nancy Jewell, Kristin Mays, and Matthew B. Murphy, III, alleging that the defendants violated the antifraud provisions of the Securities Exchange Act of 1934 by buying First Indiana Corporation common stock on the basis of material nonpublic information ahead of a public announcement that First Indiana had entered into a merger agreement. The Commission's complaint alleges that on July 6, 2007, a member of First Indiana's Board of Directors received a phone call advising him of a special Board meeting scheduled for Sunday, July 8, 2007. The Director had a longstanding relationship and a history of sharing confidences with each of the defendants. The complaint further alleges that the Director complained to each of the defendants that he was upset that a special First Indiana Board meeting was taking place on Sunday and ruining his scheduled plans for that day. The complaint alleges that the defendants then each misappropriated that information from the Director by purchasing First Indiana common stock that same day on the basis of the information. Before the start of trading on July 9, 2007, First Indiana announced that it had agreed to be acquired by Marshall & Ilsley Corporation at a price per share that represented a 42% premium over the Friday, July 6, closing price for First Indiana common stock. Without admitting or denying the allegations in the Commission's complaint, each of the defendants has consented to entry of a Final Judgment that would enjoin him or her from further violations of the antifraud provisions of the Exchange Act, order payment of all ill-gotten gains from the defendant's trading, with prejudgment interest thereon; and impose a civil penalty equal to the defendant's disgorgement. Pursuant to the proposed settlements, Jewell would pay disgorgement of $8,888, with prejudgment interest of $943.56, and a civil penalty of $8,888; Mays would pay $7,960, with prejudgment interest of $845.03, and civil penalty of $7,960; and Murphy would pay $9,078, with prejudgment interest of $963.72, and a civil penalty of $9,078. [SEC v. Nancy Jewell, Kristin Mays, and Matthew B. Murphy, III, Civil Action No. 09-CV-7417, S.D.N.Y. filed Aug. 24, 2009] (LR-21183) INVESTMENT COMPANY ACT RELEASESMML Series Investment Fund, et al.A notice has been issued giving interested persons until Sept. 14, 2009, to request a hearing on an application filed by MML Series Investment Fund (MML Trust), MML Series Investment Fund II (MML II Trust) and Massachusetts Mutual Life Insurance Company (collectively, Applicants). Applicants request an order pursuant to Section 6(c) of the Investment Company Act exempting each life insurance company separate account supporting variable life insurance contracts (VLI Account) and its insurance company depositor that may invest in shares of an existing portfolio of the MML Trust or the MML II Trust (Existing Fund) or a Future Fund, as defined below, from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder. The exemptions would apply in situations where such VLI Accounts hold shares of any Existing Fund or Future Fund when one or more of the following other types of investors also hold shares of the Funds: (1) a life insurance company separate account supporting variable annuity contracts, (2) any VLI account, (3) a Fund's investment adviser or affiliated person of the investment adviser (representing seed money investments in the Fund), and/or (4) trustees of a qualified group pension or group retirement plan outside the separate account context. As used in the application, a Future Fund is any investment company (or investment portfolio or series thereof), other than an Existing Fund, designed to be sold to VLI Accounts and to which Applicants or their affiliates may in the future serve as investment advisers, investment subadvisers, investment managers, administrators, principal underwriters, or sponsors. (Rel. IC-28849 - August 20) SELF-REGULATORY ORGANIZATIONSApproval of Proposed Rule ChangesThe Commission approved a proposed rule change submitted by the NASDAQ Stock Market (SR-NASDAQ-2009-056) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, as modified by Amendment No. 1 thereto, to adopt rules implementing the Options Order Protection and Locked/Crossed Market Plan. Publication is expected in the Federal Register during the week of August 24. (Rel. 34-60525) The Commission approved a proposed rule change, as modified by Amendment No. 1 thereto, (SR-NYSEAmex-2009-19) submitted under Rule 19b-4 of the Securities Exchange Act of 1934 by NYSE Amex to adopt rules implementing the Options Order Protection and Locked/Crossed Market Plan. Publication is expected in the Federal Register during the week of August 24. (Rel. 34-60526) The Commission approved a proposed rule change, as modified by Amendment No. 1 thereto, (SR-NYSEArca-2009-45) submitted under Rule 19b-4 of the Securities Exchange Act of 1934 by NYSE Arca to adopt rules implementing the Options Order Protection and Locked/Crossed Market Plan. Publication is expected in the Federal Register during the week of August 24. (Rel. 34-60527) The Commission approved a proposed rule change (SR-BX-2009-028) submitted under Rule 19b-4 of the Securities Exchange Act of 1934 by NASDAQ OMX BX, to adopt rules to implement the Options Order Protection and Locked/Crossed Market Plan. Publication is expected in the Federal Register during the week of August 24. (Rel. 34-60530) The Commission issued a notice of filing of Amendment No. 1 and an order granted accelerated approval to a proposed rule change (SR-FINRA-2009-036), as modified by Amendment No. 1 thereto, filed by the Financial Industry Regulatory Authority to adopt FINRA Rules 2124 (Net Transactions with Customers), 2220 (Options Communications), 4370 (Business Continuity Plans and Emergency Contact Information) and 5250 (Payment for Market Making) in the Consolidated FINRA Rulebook. Publication is expected in the Federal Register during the week of August 24. (Rel. 34-60534) The Securities and Exchange Commission has issued an order approving a proposed rule change submitted by New York Stock Exchange (SR-NYSE-2009-60) in connection with the proposal of NYSE Euronext to require that at least three-fourths of its directors satisfy independence requirements pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 to amend its limited liability agreement. Publication is expected in the Federal Register during the week of August 24. (Rel. 34-60542) The Commission approved a proposed rule change submitted by the Chicago Board Options Exchange, (SR-CBOE-2009-040) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to adopt rules implementing the Options Order Protection and Locked/Crossed Market Plan. Publication is expected in the Federal Register during the week of August 24. (Rel. 34-60551) A proposed rule change (SR-NYSEAmex-2009-42), as modified by Amendment No. 1, filed by NYSE Amex relating to the electronic handling of complex orders has been approved pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of August 24. (Rel. 34-60554) The Commission approved a proposed rule change, as modified by Amendment No. 1, submitted by the Chicago Board Options Exchange, (SR-CBOE-2009-039) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to extend the delta hedging exemption from equity options position limits to customers. Publication is expected in the Federal Register during the week of August 24. (Rel. 34-60555) Immediate Effectiveness of Proposed Rule ChangesA proposed rule change (SR-NASDAQ-2009-076) filed by the NASDAQ Stock Market to modify processing of orders on the NASDAQ Options Market 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 August 24. (Rel. 34-60521) A proposed rule change filed by the Municipal Securities Rulemaking Board relating to an amendment to Rule A-14, on Annual Fee (SR-MSRB-2009-13) 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 August 24. (Rel. 34-60528) A proposed rule change filed by the International Securities Exchange relating to fee changes and an incentive plan for three foreign currency options (SR-ISE-2009-59) has become immediately effective under Section 19(b)(3)(A) under the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of August 24. (Rel. 34-60536) A proposed rule change filed by the International Securities Exchange relating to changes to the fee schedule (SR-ISE-2009-63) 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 August 24. (Rel. 34-60537) A proposed rule change (SR-NYSEAmex-2009-44) filed by the NYSE Amex amending the permissible expiration dates for Flexible Exchange 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 August 24. (Rel. 34-60548) A proposed rule change (SR-CBOE-2009-061) filed by Chicago Board Options Exchange to clarify the definition of "Narrow-Based Index" 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 August 24. (Rel. 34-60556) Accelerated Approval of Proposed Rule ChangesThe NASDAQ Stock Market has filed, and the Commission has approved on an accelerated basis, a proposed rule change (SR-NASDAQ-2009-075) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 relating to the listing standards for Selected Equity-linked Debt Securities. Publication is expected in the Federal Register during the week of August 24. (Rel. 34-60514) The Commission issued notice of filing and granted accelerated approval of a proposed rule change submitted by NYSE Amex (SR-NYSEAmex-2009-55) amending Section 107(H) of the NYSE Amex Company Guide. Publication is expected in the Federal Register during the week of August 24. (Rel. 34-60535) Proposed Rule ChangesFinancial Industry Regulatory Authority has filed a proposed rule change (SR-FINRA-2009-054) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to extend certain Regulation NMS protections to quoting and trading in the market for OTC Equity Securities. Publication is expected in the Federal Register during the week of August 24. (Rel. 34-60515) NYSE Amex has filed a proposed rule change (SR-NYSEAmex-2009-45) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 amending Rule 476A-Imposition of Fines for Minor Violations of Rules. Publication is expected in the Federal Register during the week of August 24. (Rel. 34-60520) SECURITIES ACT REGISTRATIONSRECENT 8K FILINGS
http://www.sec.gov/news/digest/2009/dig082409.htm
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