SEC News Digest (February 17, 2011)

COMMISSION ANNOUNCEMENTS

Lona Nallengara Named Deputy Director in SEC Division of Corporation Finance

The Securities and Exchange Commission today announced that Lona Nallengara has been named Deputy Director for Legal and Regulatory Policy in the SEC’s Division of Corporation Finance.

Mr. Nallengara will play a key role in the Division’s extensive rulemaking agenda. Mr. Nallengara also will focus on potential proposals to enhance the U.S. proxy system and initiatives to ease compliance burdens and facilitate capital formation for small business.

Mr. Nallengara joins the SEC from Shearman & Sterling LLP in New York, where he has been a partner in the Capital Markets practice group.

“I am delighted that Lona has agreed to join the Division at this critical – and very busy – time for the agency,” said Meredith Cross, Director of the SEC’s Division of Corporation Finance. “His extensive capital markets background coupled with his experience in advising corporate issuers on governance matters and compliance with the federal securities laws will be invaluable to both the Division and the Commission in fulfilling our mission.”

Mr. Nallengara said, “I am honored to have this opportunity to work at the Commission during this important and challenging time. I look forward to working with Meredith and the dedicated staff of the Division of Corporation Finance to carry out the SEC’s mission of investor protection and facilitating capital formation.”

As Deputy Director, Mr. Nallengara will oversee the Division’s Offices of Chief Counsel, Enforcement Liaison, International Corporate Finance, Mergers & Acquisitions, and Small Business Policy. He joins fellow Division deputy directors Paula Dubberly, who oversees the Offices of Rulemaking, Capital Markets Trends, and Structured Finance, and Shelley Parratt, who oversees disclosure operations. Mr. Nallengara replaces Brian Breheny, who left the agency last year.

At Shearman & Sterling, Mr. Nallengara advised public companies and financial institutions in a wide range of capital raising activities and on corporate governance, public reporting, and mergers and acquisitions matters. Mr. Nallengara also served as the firm’s Co-Hiring Partner, Co-Chair of the Associate Development Committee, Co-Chair of the International Associates and Trainees Committee, and as a member of its Diversity Committee.

Prior to joining Shearman & Sterling LLP in 1998, Mr. Nallengara was an associate in the corporate practice group at the law firm of Osler, Hoskin & Harcourt LLP in Toronto, Canada.

Mr. Nallengara earned his law degree in 1996 from Osgoode Hall Law School in Toronto and his undergraduate degree in Political Science in 1993 from the University of Western Ontario in London, Canada. (Press Rel. 2011-45)

Enforcement Proceedings

Commission Revokes Registration of Securities of Global Mainframe Corp. for Failure to Make Required Periodic Filings

On Feb. 17, 2011, the Commission revoked the registration of each class of registered securities of Global Mainframe Corp. (GMFCF) 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, GMFCF 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 Global Mainframe Corp. 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 GMFCF’s securities pursuant to Section 12(j) of the Exchange Act. This Order settled the charges brought against GMFCF in In the Matter of ActiveCore Technologies, Inc., et al., Administrative Proceeding File No. 3-14231.

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 ActiveCore Technologies, Inc., et al., Administrative Proceeding File No. 3-14231, Exchange Act Release No. 63841 (Feb. 4, 2011). (Rel. 34-63920; File No. 3-14231)

In the Matter of Craig DeMizio

On Feb. 17, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (Order) against Craig DeMizio, age 44 and a resident of Colts Neck, New Jersey. The Order finds that from 2004 to 2007, DeMizio was a securities lending representative associated with Swiss American Securities, Inc., a broker-dealer registered with the Commission. The Order further finds that on Feb. 28, 2008, DeMizio pled guilty to one count of conspiracy to commit securities fraud and wire fraud in violation of Title 18 United States Code, Section 1349 before the United States District Court for the Eastern District of New York, in United States v. Craig DeMizio, et al., Crim. Indictment No. 07-CR-711. The count of the criminal indictment to which DeMizio pled guilty alleged, inter alia, that DeMizio did knowingly and intentionally conspire to execute a scheme and artifice to defraud and obtain money and property from Morgan Stanley & Co., Inc. and others by means of false and fraudulent pretenses, representations and promises, and to deprive Morgan Stanley of its right to honest services of its employees, in connection with securities of issuers with a class of securities registered under Section 12 of the Exchange Act of 1934.

Based on the above, the Order bars DeMizio from association with any broker or dealer. DeMizio consented to the issuance of the Order without admitting or denying any of the Commission’s findings, except he admits to the Commission’s jurisdiction over him and the subject matter of the proceedings and his guilty plea on Feb. 28, 2008. (Rels. 34-63921; File No. 3-14261)

In the Matter of Darin DeMizio

On Feb. 17, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (Order) against Darin DeMizio, age 43 and a resident of Madison, New Jersey. The Order finds that from 1991 to 2007, DeMizio was a securities lending representative associated with Morgan Stanley & Co., Inc., a broker-dealer registered with the Commission. The Order further finds that on March 24, 2009, DeMizio was convicted by jury verdict of, among other things, conspiracy to commit securities fraud and wire fraud in violation of Title 18 United States Code, Sections 1349 and 3551 before the United States District Court for the Eastern District of New York, in United States v. Darin DeMizio, et al., Crim. Indictment No. 08-CR-00336. The count of the criminal indictment to which DeMizio was convicted alleged, inter alia, that DeMizio did knowingly and intentionally conspire to execute a scheme and artifice to defraud and obtain money and property from Morgan Stanley and others by means of false and fraudulent pretenses, representations and promises, and to deprive Morgan Stanley of its right to honest services of its employees, in connection with securities of issuers with a class of securities registered under Section 12 of the Exchange Act of 1934.

Based on the above, the Order bars DeMizio from association with any broker or dealer. DeMizio consented to the issuance of the Order without admitting or denying any of the Commission’s findings, except he admits to the Commission’s jurisdiction over him and the subject matter of the proceedings and his conviction by jury on March 24, 2009. (Rel. 34-63922; File No. 3-14262)

In the Matter of Salvatore Zangari

On Feb. 17, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions (Order) against Salvatore Zangari, age 34 and a resident of New York, New York. The Order finds that from October 2006 to July 2009, Zangari worked as a stock loan trader at UBS Securities, LLC, from May 2005 to October 2006, he worked at Banc of America Securities, LLC, a registered broker-dealer and investment adviser, and before that, at Morgan Stanley & Co., Inc., which is also a registered broker-dealer and investment adviser, from August 1998 to May 2005. The Order further finds that on March 9, 2010, the Commission filed a complaint against Zangari in the United States District Court for the Eastern District of New York alleging that he violated the antifraud provisions of the federal securities laws, SEC v. Salvatore Zangari, 10-cv-1058 (CBA). The Commission’s complaint alleges, among other things, that during the course of Zangari’s employment with Morgan Stanley and Banc of America, he knowingly engaged in a scheme to defraud broker-dealers in connection with the lending and borrowing of securities. The Order further finds that on May 21, 2010, the court entered a partial final consent judgment against Zangari which, among other things, permanently enjoined him from violating Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

Based on the above, the Order bars Zangari from association with any broker, dealer or investment adviser. Zangari consented to the issuance of the Order without admitting or denying any of the Commission’s findings, except the filing of the Commission’s complaint on March 9, 2010 and the court’s entry of the partial final consent judgment on May 21, 2010. (Rels. 34-63923; IA-3161; File No. 3-14263)

In the Matter of Shaun Sarnicola

On Feb. 17, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (Order) against Shaun Sarnicola, age 32 and a resident of Brooklyn, New York. The Order finds that from 1998 to 2006, Sarnicola was a securities lending representative associated with Kellner Dileo & Company, a broker-dealer registered with the Commission. The Order further finds that on Aug. 16, 2007, Sarnicola pled guilty to one count of conspiracy to commit wire fraud in violation of Title 18 United States Code, Section 1349 before the United States District Court for the Eastern District of New York, in United States v. Shaun Sarnicola, Crim. Information No. 07-CR-639. The count of the criminal information to which Sarnicola pled guilty alleged, inter alia, that Sarnicola, together with others, did knowingly and intentionally conspire to execute a scheme and artifice to defraud Kellner of money and property and to obtain money and property from Kellner by means of materially false and fraudulent pretenses, representations and promises and in executing such scheme and artifice to defraud did so by means of wire communication in interstate and foreign commerce.

Based on the above, the Order bars Sarnicola from association with any broker or dealer. Sarnicola consented to the issuance of the Order without admitting or denying any of the Commission’s findings, except he admits to the Commission’s jurisdiction over him and the subject matter of the proceedings and his guilty plea on Aug. 16, 2007. (Rel. 34-63924; File No. 3-14264)

In the Matter of Johnny Clifton

On Feb. 17, 2011, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 15(b) of the Securities Exchange Act of 1934 (Order) against Johnny Clifton. According to the Order, Clifton was the former principal of Commission-registered broker-dealer MPG Financial. Clifton and MPG Financial offered and sold interests in a six-well oil and gas project on behalf of Managed Petroleum Group. According to the Order, Clifton, who controlled MPG Financial’s sales practices, received all material information about the project’s progress from the issuer. The Division of Enforcement alleges that despite receiving this information, Clifton made misleading statements to prospective investors in a conference call. The Division of Enforcement further alleges that he failed reasonably to supervise MPG Financial’s sales representatives, who likewise made materially misleading statements to prospective investors.

The Division of Enforcement alleges in the Order that Clifton willfully violated Sections 17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act which prohibits fraudulent conduct in the offer and sale of securities. In addition, the Division of Enforcement alleges that Clifton failed reasonably to supervise MPG Financial’s sales representatives within the meaning of Section 15(b)(6)(A) of the Exchange Act, which incorporates by reference Section 15(b)(4)(E) of the Exchange Act, with a view to preventing and detecting violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act by MPG Financial’s sales representatives.

A hearing will be scheduled before an Administrative Law Judge to determine whether the allegations contained in the Order are true, and to provide the Respondent an opportunity to dispute these allegations, and to determine what, if any, remedial sanctions are appropriate and in the public interest.

The Order requires the Administrative Law Judge to issue an initial decision no later than 300 days from the date of service of this Order, pursuant to Rule 360(a)(2) of the Commission's Rules of Practice. (Rels. 33-9188; 34-63926; 3-14266)

In the Matter of Jacques R. Gendreau

On Feb. 17, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions (Order) against Jacques R. Gendreau (Gendreau). The Order finds that Gendreau was the president and chief compliance officer of Gendreau & Associates, Inc. (G&A), an investment adviser registered with the Commission, and that a judgment was entered by consent against Gendreau in SEC v. Gendreau & Associates, Inc., et al. (Civil Action Number CV09-3697- JST (FMOx)), permanently enjoining him from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and Sections 206(1) and 206(2) of the Advisers Act, and from aiding and abetting violations of Section 204 of the Advisers Act and Rule 204-2 thereunder.

Based on the above, the Order bars Gendreau from association with any investment adviser with the right to reapply for association after five years. Gendreau consented to the issuance of the Order without admitting or denying any of the findings except he admitted the entry of the final judgment. (Rel. IA-3162; File No. 3-14265)

In the Matter of William J. Reid

On Feb. 17, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings and Imposing Remedial Sanctions (Order) against William J. Reid. The Order finds that Reid is the founder, managing member and sole employee of Algorithmic Trading Advisors, LLC, an unregistered investment adviser which provided investment advisory services to World Stock Fund, L.P., an unregistered investment fund. The Order also finds that on February 3, 2011, a final judgment was entered by consent against Reid, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Section 206(4) of the Advisers Act, and Rule 206(4)-8 thereunder, in the civil action entitled Securities and Exchange Commission v. Algorithmic Trading Advisors, LLC, et al., Civil Action Number 4:11CV0016, in the United States District Court for the Southern District of Georgia.

Based on the above, the Order bars Reid from association with any investment adviser. Reid consented to the issuance of the Order without admitting or denying any of the findings in the Order. (Rel. IA-3163; File No. 3-14267)

SEC Charges Three San Diego-Based Stock Promoters and a Canadian Citizen in a Pump and Dump Scheme

The Securities and Exchange Commission charged three principals of Del Mar Corporate Communications, LLC, a San Diego-based investor relations company, and a Canadian citizen for committing fraud while promoting a penny stock company headquartered in British Columbia, Canada.

In a complaint filed in U.S. District Court for the Southern District of California, the SEC alleges that Sakwinder Narwal, a British Columbia resident, hired Del Mar Corporate Communications, which is now defunct, and its principals Justin Beck, Brian Hill, and Larry Downs to conduct a telemarketing campaign designed to dupe investors into buying the stock of Pax Clean Energy with exaggerated claims about the company’s future prospects and stock price.

The SEC alleges that beginning in February 2009, Narwal hired Del Mar Corporate Communications to promote Pax Clean Energy and its planned merger with another company. The SEC alleges that Narwal funded and controlled the entire fraudulent campaign. He directed Beck, Hill, and Downs to hype the stock by telling investors that Pax Clean Energy would be the “next Google” and its price would rise to $100 per share by the end of the year. The SEC contends that by April 2009, the defendants successfully pumped the stock price to an all-time high of $11.24 per share. During this time, and without disclosing to investors, Narwal and Del Mar Corporate Communications repeatedly sold Pax Clean Energy shares — the very securities they were recommending investors to buy – reaping proceeds of almost $455,000 and $140,000, respectively.

The SEC’s complaint charges all four defendants with violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. The SEC seeks a permanent injunction, disgorgement, a civil penalty, and a penny stock bar against Narwal.

Without admitting or denying the SEC’s allegations, Beck, Hill, and Downs have agreed to settle the charges against them. All three agreed to an injunction, and additionally, Downs consented to a penny stock bar. Beck and Hill also agreed to certain undertakings and a five year conduct-based injunction. The SEC requires all of them to pay disgorgement relating to Del Mar Corporate Communications’ stock sales along with pre-judgment interest, and Downs to pay a civil penalty, but waives these payments based on their sworn financial statements. The SEC did not seek a civil penalty against Beck or Hill.

The SEC has entered into cooperation agreements with Beck and Hill. The terms of their settlements reflect credit given to them by the SEC for their substantial past and anticipated continuing cooperation in its investigation and enforcement action.

The SEC previously suspended trading in Pax Clean Energy on April 28, 2009, due to questions about the accuracy of the information circulating in the market about the company. See http://www.sec.gov/litigation/suspensions/2009/34-59827.pdf.

The SEC would like to acknowledge the assistance of the British Columbia Securities Commission in this matter. [SEC v. Sakwinder Singh Narwal, Justin Beck, Brian Hill, and Larry Downs, United States District Court for the Southern District of California, Case No. 3:11-cv-00303-JAH -POR ] (LR-21861)

Securities Act Registrations

The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.

Registration statements may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.

S-3     ASR  DOVER CORP, 280 PARK AVE, 38-W, NEW YORK, NY, 10017, 2129221640 - 
        0 ($0.00) Debt Convertible into Equity, (File 333-172299 - Feb. 16) 
        (BR. 10A)

S-8     SEQUENOM INC, 3595 JOHN HOPKINS CT, SAN DIEGO, CA, 92121, 8582029000 - 
        0 ($2,746,000.00) Equity, (File 333-172302 - Feb. 16) (BR. 10C)

S-8     ARIBA INC, 807 11TH AVENUE, SUNNYVALE, CA, 94089, 6509306200 - 
        8,000,000 ($246,880,000.00) Equity, (File 333-172303 - Feb. 16) 
        (BR. 03B)

S-8     LANNETT CO INC, 9000 STATE RD, PHILADELPHIA, PA, 19136, 2153339000 - 
        0 ($8,512,500.00) Equity, (File 333-172304 - Feb. 16) (BR. 01B)

S-8     Agfeed Industries, Inc, 1095 QINGLAN AVENUE, 
        ECONOMIC AND TECHNOLOGICAL DEVELOPMENT Z, 
        NAN CHANG CITY, JIANGXI PROVIN, F4, 330013, 662-262-9347 - 
        3,000,000 ($7,110,000.00) Equity, (File 333-172305 - Feb. 16) (BR. 05A)

S-8     Riverbed Technology, Inc., 199 FREMONT STREET, SAN FRANCISCO, CA, 
        94105, (415) 247-8800 - 0 ($361,649,974.96) Equity, (File 333-172306 - 
        Feb. 16) (BR. 03A)

S-8     MICRO IMAGING TECHNOLOGY, INC., 23456 S POINTE DR, LAGUNA HILLS, CA, 
        92653-1512, 9497709347 - 15,000,000 ($97,500.00) Equity, 
        (File 333-172307 - Feb. 16) (BR. 03A)

S-8     IRVINE SENSORS CORP/DE/, 3001 REDHILL AVE, COSTA MESA, CA, 92626, 
        7145498211 - 0 ($3,521,425.00) Equity, (File 333-172308 - Feb. 16) 
        (BR. 10B)

S-1     Celpad Inc, 201 SANTA MONICA BLVD, SUITE 300, SANTA MONICA, CA, 90401, 
        310-752-7773 - 1,000,000 ($20,000.00) Equity, (File 333-172309 - 
        Feb. 16) (BR. )

S-3     Chesapeake Lodging Trust, 1997 ANNAPOLIS EXCHANGE PARKWAY, SUITE 410, 
        ANNAPOLIS, MD, 21401, (410) 972-4140 - 0 ($500,000,000.00) Other, 
        (File 333-172310 - Feb. 16) (BR. 08C)

S-8     Chesapeake Lodging Trust, 1997 ANNAPOLIS EXCHANGE PARKWAY, SUITE 410, 
        ANNAPOLIS, MD, 21401, (410) 972-4140 - 4,292 ($80,432.08) Equity, 
        (File 333-172311 - Feb. 16) (BR. 08C)

S-3     INERGY L P, TWO BRUSH CREEK, SUITE 200, KANSAS CITY, MO, 64112, 
        8168428181 - 0 ($1,500,000,000.00) Unallocated (Universal) Shelf, 
        (File 333-172312 - Feb. 16) (BR. 02C)

S-4     INERGY L P, TWO BRUSH CREEK, SUITE 200, KANSAS CITY, MO, 64112, 
        8168428181 - 0 ($600,000,000.00) Non-Convertible Debt, 
        (File 333-172313 - Feb. 16) (BR. 02C)

Recent 8K Filings

Form 8-K is used by companies to file current reports on the following events:

1.01

Entry into a Material Definitive Agreement

1.02

Termination of a Material Definitive Agreement

1.03

Bankruptcy or Receivership

2.01

Completion of Acquisition or Disposition of Assets

2.02

Results of Operations and Financial Condition

2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

2.04

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

2.05

Cost Associated with Exit or Disposal Activities

2.06

Material Impairments

3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

3.02

Unregistered Sales of Equity Securities

3.03

Material Modifications to Rights of Security Holders

4.01

Changes in Registrant's Certifying Accountant

4.02

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

5.01

Changes in Control of Registrant

5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer

5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

5.04

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans

5.05

Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

5.06

Change in Shell Company Status

6.01

ABS Informational and Computational Material.

6.02

Change of Servicer or Trustee.

6.03

Change in Credit Enhancement or Other External Support.

6.04

Failure to Make a Required Distribution.

6.05

Securities Act Updating Disclosure.

7.01

Regulation FD Disclosure

8.01

Other Events

9.01

Financial Statements and Exhibits

8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.

SEC News Digest