RULES AND RELATED MATTERS
Notice of Intention to Cancel Transfer Agent Registrations
Notice is given that at any time after December 15, 2010, the Commission intends to issue an order pursuant to Section 17A(c)(4)(B) of the Exchange Act cancelling the registrations of certain transfer agents. Publication is expected in the Federal Register during the week of November 1. (Rel. 34-63211)
In the Matter of Andain, Inc.
On November 2, 2010, an Administrative Law Judge issued an Order Making Findings and Revoking Registrations by Default as to Five Respondents (Default Order) in Andain, Inc., Administrative Proceeding No. 3-14087, as to Ariel Resources Ltd., Asensia, Inc., ATG Inc., Audre Recognition Systems, Inc. (a/k/a eXtr@ct, Inc.), and Axis.com, Inc. The Default Order finds that these five Respondents failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Exchange Act Rules 13a-1 and 13a-13 or 13a-16 because each failed to make periodic filings with the Commission for a number of years. Based on these findings, the Default Order, pursuant to Section 12(j) of the Exchange Act, revokes the registration of each class of registered securities of each of these companies. (Rel. 34-63224; File No. 3-14087)
In the Matter of Camera Platforms Int'l, Inc.
An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations by Default as to Eight Respondents (Default Order) in Camera Platforms Int'l, Inc., Administrative Proceeding No. 3-14088. The Order Instituting Proceedings (OIP) alleged that nine Respondents repeatedly failed to file required annual and quarterly reports while their securities were registered with the Securities and Exchange Commission (Commission). The Default Order finds these allegations to be true as to eight Respondents and revokes the registrations of each class of registered securities of Camera Platforms International, Inc., Castleguard Energy, Inc., CD Warehouse, Inc., Ceatech USA, Inc., Cedyco Corp., Cell Robotics International, Inc., Cellcom Corporation (n/k/a Cellcom I Corp.), and Central Utilities Production Corp., pursuant to Section 12(j) of the Securities Exchange Act of 1934.
The Commission previously accepted an Offer of Settlement from Cell Wireless Corp., the other Respondent named in the OIP. Camera Platforms Int'l, Inc., Exchange Act Release No. 63210 (Oct. 29, 2010). (Rel. 34-63225; File No. 3-14088)
In the Matter of Value Line, Inc., Value Line Securities, Inc., Jean Bernhard Buttner, and David Henigson
The Securities and Exchange Commission issued an Order Modifying Order Instituting Proceedings Extending Period of Time For Respondent Jean Bernhard Buttner (Buttner) To Comply With Associational Bars. The Order extends the period of time, from November 4, 2010 until December 24, 2010, to complete a full disassociation by Buttner, the former CEO of Value Line, Inc. (Value Line), from Value Line's investment adviser and affiliated broker-dealer, as required under associational bars imposed in a prior Commission's Order.
On November 4, 2009, the Commission issued an Order finding that Value Line, while serving as investment adviser to the Value Line family of mutual funds, had engaged in a fraudulent practice that misappropriated fund assets by directing over $24 million in bogus brokerage commissions from the Value Line funds to an affiliated broker-dealer, Value Line Securities, Inc. (VLS). The Commission found that Value Line, VLS, Buttner, and David Henigson (Henigson), Value Line's former Chief Compliance Officer, had violated, or aided and abetted and caused violations of, the anti-fraud and other provisions of the federal securities laws. In that Order, the Commission (1) censured and imposed cease-and-desist orders against the Respondents; (2) ordered Value Line to pay a total of $43,705,765 in disgorgement, prejudgment interest and civil penalty, and Buttner and Henigson to pay civil penalties of $1 million and $250,000, respectively; (3) prohibited Buttner and Henigson from acting as an officer or director of any public company; and (4) barred Buttner and Henigson from association with any broker, dealer, investment adviser and investment company. As to the associational bars against Buttner, a one-year period was provided to perform transactions that would result in termination of Buttner's association with the investment adviser and broker-dealer. The Order issued today extends the deadline, until December 24, 2010, to effect full disassociation from Value Line's regulated entities. (Rels. 33-9156; 34-63231; IA-3100; IC-29495; File No. 3-13675)
Partial Consent Judgments Tendered to Court, Which if Approved, Will Permanently Enjoin Defendants Cohmad Securities Corp., Maurice J. Cohn, Marcia B. Cohn, and Robert M. Jaffe
The Commission announced that on November 1, 2010, the Commission filed an amended complaint in its Madoff-related action, SEC v. Cohmad Securities Corp., et al. On that same day, the parties submitted to the Honorable Louis L. Stanton, who is presiding over this action, partial judgments on consent, which if the Court approves, will permanently enjoin defendants Robert M. Jaffe, Maurice J. Cohn, Marcia B. Cohn and Cohmad Securities Corp. (Cohmad), from future violations of certain provisions of the federal securities laws, including, in the case of Jaffe, Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 (Exchange Act), and in the case of Cohmad and the Cohns, Section 17(a)(2) of the Securities Act of 1933 (Securities Act).
The amended complaint alleges the defendants made material misrepresentations and omissions by referring hundreds of investors to Bernard L. Madoff and his firm, Bernard L. Madoff Investment Securities Corporation LLC (BMIS), while the defendants were aware of and failed to disclose facts that should have raised serious questions about the propriety of the Madoff investment. The investors referred to BMIS by the Defendants provided BMIS with more than one billion dollars. In consenting to partial judgments, each defendant neither admitted nor denied the allegations of the amended complaint, except that solely for purposes of the Court's later determination of monetary relief, the allegations of the amended complaint are accepted as and deemed true by the Court. Under the terms of the respective partial judgments:
Each partial judgment provides that the issue of disgorgement, prejudgment interest and civil penalty relief against the defendants will be decided at a later time.
The Commission filed its original complaint against the defendants on June 22, 2009. On February 1, 2010, Judge Stanton dismissed certain of the Commission's claims against defendants, including the claims against all defendants under Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Advisers Act, and the claims against the Cohns under Section 15(b)(7) of the Exchange Act and Rule 15b7-1 thereunder. In issuing that decision, Judge Stanton granted the Commission leave to replead its claims in an amended complaint.
For more information see prior litigation release no. 21095. [SEC v. Cohmad Securities Corp., et al., Civil Action No. 09-CV-5680 (LLS) (S.D.N.Y.)] (LR-21718)
SEC Alleges "Pump and Dump" Market Manipulation by Former CEO of Southern California Apparel Company
The Securities & Exchange Commission announced that it charged a Southern California businessman, Javeed Matin, age 52, of Diamond Bar, Calif., for engaging in a scheme to pump up the stock of his former apparel company, Veltex Corp.
The Commission's complaint alleges that, beginning in at least 2006 through August 2008, Matin perpetuated a "pump and dump" scheme in which he arranged for a company to acquire newly issued shares of Veltex, made false representations about Veltex's business prospects, and then caused the company to sell its shares into the resulting market. According to the complaint, while Matin was Veltex's CEO, he funneled about 10.5 million Veltex shares in an unregistered offering to a company he controlled, Wilshire Equity, Inc. The complaint further alleges that Matin enlisted a figurehead over Wilshire, Mazhar Ul Haque, who immediately resold Veltex shares to the public at Matin's direction. The complaint also alleges that Matin contemporaneously touted Veltex by issuing a series of false and misleading press releases grossly inflating Veltex's revenues, embellishing its overseas operations, and assuring investors that Veltex's financial statements were being audited. The complaint alleges during this time Veltex's stock price fluctuated between $0.33 and $3.30 and that Matin generated approximately $6.5 million from the sale of Veltex shares through Wilshire.
The complaint alleges that Matin and Wilshire violated the securities registration and antifraud provisions of the securities laws. The Commission seeks permanent injunctions against each defendant, and disgorgement, prejudgment interest, and civil penalties, and additionally as to Matin, a conduct-based injunction barring him from offering unregistered securities in the future.
In a separate administrative action instituted on November 1, the Commission ordered Haque to cease-and-desist from committing violations of the securities registration provisions. In the Matter of Mazar Ul Haque, Admin. Proc. File No. 3-14103, Securities Exchange Act Release No. 33-9155 (Nov. 1, 2010). [SEC v. Javeed A. Matin and Wilshire Equity, Inc., U. S. District Court for the Central District of California, Civil Action No. EDCV10-1686VAP (DTBx) (LR-21719)
SEC Charges Trader in Fraudulent Free-Riding Scheme
The Securities and Exchange Commission today charged a Deer Park, New York man with orchestrating and conducting an illegal scheme that defrauded two broker-dealers out of more than $600,000, and netted the trader, alone or with others, over $223,000 in illicit profits.
The SEC alleges that Noor Mohammed, acting alone or in conjunction with others, conducted a fraudulent "free-riding" scheme by: (1) using false information to establish margin accounts at the broker-dealers; (ii) funding those accounts with checks that Mohammed knew were not backed by sufficient funds; (iii) executing over 100 trades in the accounts; and (iv) either profiting from the winning trades or abandoning the accounts without paying for the losing trades.
According to the SEC's Complaint filed in the U.S. District Court for the Eastern District of New York, from approximately April through October 2007, Mohammed, alone or with others, obtained and used the names and identities of several Bangladeshi immigrants to establish at least eight different brokerage accounts in which the illegal trading occurred. Mohammed fabricated and submitted false information to the broker-dealers on new account applications, misrepresenting, for example, the account holder's income, assets, employment, and investment experience. In total, Mohammed, alone or with others, fraudulently presented to the broker-dealers checks with a total face value of approximately $1.05 million, pretending to fund the brokerage accounts but knowing that the checks were not backed by sufficient funds. Mohammed solicited and obtained some of these checks from Bangladeshi immigrants he had recruited. Mohammed also, directly or indirectly, pretended to fund the brokerage accounts with checks drawn against bank accounts that he owned or controlled.
The Complaint further alleges that Mohammed, alone or with others, then purchased and sold hundreds of short term options in the accounts before the checks used to fund the accounts bounced. When the trades resulted in losses, which occurred on all but one occasion, Mohammed abandoned the brokerage accounts, leaving the broker-dealers holding the loss. On the one occasion when the trades generated a net profit, Mohammed directed the funding of the securities account with a second check backed by sufficient funds and proceeded to reap the profits from the successful trades.
The SEC charged Mohammed with 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 Commission seeks to enjoin Mohammed from future violations of these provisions, disgorgement of Mohammed's ill-gotten gains plus prejudgment interest, and a monetary penalty.
The Commission acknowledges the assistance of the United States Attorney for the Eastern District of New York, the Federal Bureau of Investigation, the Queens County District Attorney's Office, and the Suffolk County Police Department. [SEC v. Noor Mohammed, Civil Action No. 10-CV-5058 (LDW) E.D.N.Y.] (LR-21720)
SEC Charges Medical Researcher With Tipping Inside Information About Clinical Trial
The Commission today announced the filing of a civil injunctive action against Yves M. Benhamou, M.D., a French medical doctor and researcher, for tipping a hedge fund manager material, non-public information concerning Human Genome Science, Inc.'s (HGSI's) clinical trial for the drug Albumin Interferon Alfa 2-a (Albuferon), a potential drug to treat hepatitis-C, in advance of HGSI's Jan. 23, 2008 negative announcement.
According to the SEC's complaint filed in U.S. District Court for the Southern District of New York, Benhamou was a member of the Steering Committee overseeing the clinical trial of Albuferon. Benhamou learned about two serious adverse events, including one death, occurring during the third phase of the trial. The SEC alleges that Benhamou tipped material, non-public information about the trial to the portfolio manager in stages upon learning of each new negative development. While serving on the Steering Committee, Benhamou provided consulting services to the portfolio manager with whom he had developed a friendship over the years. The portfolio manager, based on the confidential formation provided by Benhamou, ordered the sale of the entire position of HGSI stock held by six health care-related hedge funds that he co-managed (approximately 6 million shares). These sales occurred during the 6 week period prior to HGSI's public announcement on Jan. 23, 2008, that it was reducing the dosage in one arm of the trial. Two million shares were sold in a block trade just before the markets closed on January 22. HGSI's share price dropped 44 percent to $5.62 by the end of the day on January 23. As a result of the sales, the hedge funds avoided losses of at least $30 million.
Benhamou is charged with violating the antifraud provisions of the federal securities laws, Section 17(a) of the Securities Act of 1933 [15 U.S.C. § 77q(a)], Section 10(b) of the Securities Exchange Act of 1934 [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. The complaint seeks a final judgment permanently enjoining him from future violations of the above provisions of the federal securities laws, ordering him to disgorge any ill-gotten gains plus prejudgment interest, and ordering him to pay a financial penalty.
The SEC's investigation is ongoing. [SEC v. Dr. Yves M. Benhamou, Civil Action No. 10-cv-8266 (S.D.N.Y.)] (LR-21721)
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change filed by the NASDAQ Stock Market to establish a flexible 60-Day trial period for new users of Correlix latency measurement services (SR-NASDAQ-2010-140) 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 November 1. (Rel. 34-63218)
A proposed rule change filed by NASDAQ OMX PHLX to establish a revenue sharing program with Correlix, Inc. and free trial period for new users (SR-Phlx-2010-152) 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 November 1. (Rel. 34-63219)
A proposed rule change filed by NASDAQ OMX BX to establish a revenue sharing program with Correlix, Inc. and free trial period for new users (SR-BX-2010-072) 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 November 1. (Rel. 34-63220)
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