Securities and Exchange Commission Suspends Trading in the Securities of Ten 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 Oct. 27, 2009 and terminating at 11:59 p.m. EST on Nov. 9, 2009.
The Commission temporarily suspended trading in the securities of these ten 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 two 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 these companies.
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 companies 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 these companies that have 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. 34-60882)
RULES AND RELATED MATTERS
Adoption of Updated EDGAR Filer Manual
The EDGAR Filer Manual has been updated to support the revisions to the EDGAR system made in EDGAR Release 9.17 (Sept. 28, 2009). The revisions were made to enforce additional XBRL validation requirements to improve the quality of XBRL exhibits; to allow filers to electronically submit the withdrawal of application for exemptive or other relief from the Investment Companies Act as submission types APP WD and APP WD/A; and, to allow filers to add Subject Company related information for the submission types F-6, F-6/A, F-6EF, and F-6POS. (Rels. 33-9077; 34-60875, 39-2468, IC-28984)
Commission Orders Hearings on Registration Suspension or Revocation Against Twelve Companies for Failure to Make Required Periodic Filings
In conjunction with today's trading suspension, the Commission today also instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registration of each class of the securities of twelve companies for failure to make required periodic filings with the Commission:
In this Order, the Division of Enforcement (Division) alleges that the twelve 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 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 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. 34-60883; File No. 3-13665)
Commission Declares Decision as to Petrol Industries, Inc. (n/k/a/ Caddo International, Inc.) Final
The decision of an administrative law judge with respect to Petrol Industries, Inc. (n/k/a Caddo International, Inc.) has become final. The law judge found that Caddo International violated Section 13(a) of the Securities Exchange Act of 1934, and Exchange Act Rules 13a-1 and 13a-13 by failing to file any periodic reports since it filed a Form 10-QSB/A for the period ended Sept. 30, 2005. Caddo's Answer referenced new management and indicated that the decision not to file periodic reports was made by prior management, but records contained in EDGAR show that Caddo had not filed a Form 8-K to disclose this change in management as specified in Form 8-K Items 5.01 and 5.02. Caddo's Answer also referenced new management's contact with "potential auditors," but Caddo had not filed a Form 8-K to disclose the resignation of its previously designated certifying accountant as specified in Form 8-K Item 4.01. The law judge revoked the registered securities of Petrol Industries, Inc. (n/k/a Caddo International, Inc.). (Rel. 34-60884; File No. 3-13527)
Commission Declares Decision Final as to Frederick J. Barton
The Commission has declared final the initial decision of an administrative law judge barring Frederick J. Barton from associating with any broker, dealer, or investment adviser. The initial decision found that, on April 27, 2009, by Default Judgement, the United States District Court for the Northern District of Georgia, SEC v. Barton, No 1:08-cv-1917, permanently enjoined Barton, Barton Asset Management, and TwinSpan from any future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Exchange Act, Exchange Act Rule 10b-5, and Sections 206(1) and 206(2) of the Advisers Act. Barton and TwinSpan were also permanently enjoined by the district court from violations of Exchange Act Rule 10b-9. The district court ordered Barton to: (1) disgorge $3,170,000, of which $1,021,900 is joint and several with TwinSpan, and $685,000 is joint and several with Barton Asset Management; and (2) pay prejudgment interest of $945,110.92, of which $265,936.86 is joint and several with TwinSpan and $106,589.43 is joint and several with Barton Asset Management; and (3) pay a civil penalty of $120,000.
Barton also pled guilty to one count of wire fraud in violation of 18 U.S.C. SS 1343, 1346, and 2 in a thirteen count indictment in the Criminal Case, United States v. Barton, No. 1:08-cr-477 (TWT) (N.D. Ga. June 23, 2009). He was sentenced to seventy-eight months incarceration and ordered to pay $878,100.00 in restitution to twelve people and to serve three years of supervised release. The district court found that Barton did not have the ability to pay a fine and cost of incarceration.
Barton was a registered representative for A.G. Edwards in the period 1988 through September 2002; and, was the Atlanta Branch Manager for A.G. Edwards from 1994 through 2002. In 2002, Barton formed Barton Asset Management, a LLC. In 2003, Barton organized and controlled, through Barton Asset Management, TwinSpan, a LLC based in Atlanta, Georgia. TwinSpan was registered as an investment adviser with the Commission from January 2003 until June 2007.
The initial decision found that Barton committed willful violations of the securities statutes while he was associated with a broker-dealer and an investment adviser. (Rels. 34-60885; IA-2941; File No. 3 13548)
Court Enjoins Unregistered Broker Dealer and Its President from Future Violations of Broker Dealer Registration and Antifraud Provisions, Orders Them to Pay Disgorgement and Prejudgment Interest, and Orders Them to Pay Civil Penalties
The Securities and Exchange Commission announced that the Hon. Richard M. Berman, United States District Judge for the Southern District of New York, entered summary judgments against defendants Thompson Price Holding Inc., an unregistered broker dealer conducting business in New York, New York, and Damir Lukovic, also known as Greg Thompson, of Clifton, New Jersey, on Oct. 26, 2009.
The judgment permanently enjoined Thompson Price and Lukovic from further violations of Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Section 17(a) of the Securities Act of 1933 (Securities Act). It further ordered Thompson Price and Lukovic to disgorge, jointly and severally, their ill-gotten gains of $154,510 and prejudgment interest of $14,305.89. Finally, the judgment imposed civil penalties of $120,000 against Thompson Price of $16,500 against Lukovic.
The Commission's complaint, filed on Oct. 25, 2007, alleged that Defendants defrauded unsuspecting investors in the United States (many of whom are senior citizens) by inducing investors to send checks purportedly for the purchase of shares in the initial public offerings of several Australian companies. Thompson Price's president, Lukovic, using the alias "Greg Thompson," made false and misleading statements to prospective investors, including that: (i) Thompson Price had received an "allocation" of shares in the IPOs; and (ii) Thompson Price would use investors' funds to purchase IPO stock. In fact these representations were false and misleading. Thompson Price was not an underwriter or a broker-dealer. It had no affiliation with any of the Australian companies or their underwriters. It never received any allocation of stock from those IPOs. Moreover, the Defendants did not purchase IPO stock. [SEC v. Thompson Price Holding Inc. and Damir Lukovic, a/k/a Greg Thompson, 07 Civ. 9525 (RMB) (S.D.N.Y.)] (LR-21261)
INVESTMENT COMPANY ACT RELEASES
Ridgewood Capital Energy Growth Fund, LLC, et al.
An order has been issued on an application filed by Ridgewood Capital Energy Growth Fund, LLC, et al., under Sections 57(i) and 17(d) of the Investment Company Act and Rule 17d-1 under the Act. The order permits a business development company to co-invest with certain affiliated investment funds in portfolio companies. (Rel. IC-28982 - October 21)
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change (SR-ISE-2009-82) filed by the International Securities Exchange to expand the Penny Pilot Program 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 October 26. (Rel. 34-60865)
A proposed rule change filed by NYSE Arca (SR-NYSEArca-2009-93) to add 75 options classes to the Penny Pilot Program 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 October 26. (Rel. 34-60876)
A proposed rule change filed by NASDAQ OMX PHLX (SR-Phlx-2009-92) relating to the TOPO Plus Orders Data Feed 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 October 26. (Rel. 34-60877)
A proposed rule change filed by NASDAQ OMX PHLX (SR-Phlx-2009-90) to permit listing option series that are restricted to closing transactions if such series are listed and restricted to closing transactions on another national securities exchange 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 October 26. (Rel. 34-60879)
The Options Clearing Corporation filed a proposed rule change (SR-OCC-2009-16) under Section 19(b)(1) of the Exchange Act, which proposed rule change became effective upon filing, to allow dividend equivalent payments to be principally effected through the Depository Trust Company's facilities. Publication is expected in the Federal Register during the week of October 26. (Rel. 34-60881)
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