SEC Charges Investment Adviser With Defrauding Investors In Two Upstate New York Real Estate Funds
The Securities and Exchange Commission today charged a Monticello, N.Y.-based investment adviser with fraudulently offering and selling securities in two upstate New York real estate funds he managed.
The SEC alleges that Lloyd V. Barriger told investors in the Gaffken & Barriger Fund (G&B Fund) that it was a relatively safe and liquid investment that generated a minimum return of 8 percent per year. However, the fund’s actual performance did not justify these performance claims. The SEC further alleges that Barriger defrauded investors in Campus Capital Corp. by raising money from them to prop up the ailing G&B Fund without disclosing that was how their money was actually being used. Barriger also caused Campus to engage in other transactions that personally benefitted him, unbeknownst to Campus investors.
“In the midst of the credit crisis, Barriger chose to lie about the solvency and liquidity of his fund rather than admit the somber truth of a collapsing business,” said George Canellos, Director of the SEC’s New York Regional Office. “He continued to solicit new investor funds based on the same misrepresentations up until the day before the fund collapsed.”
According to the SEC’s complaint filed in federal court in Manhattan, the G&B Fund raised approximately $20 million from January 1998 to March 2008, and Campus raised approximately $12 million from October 2001 to July 2008. Barriger froze the G&B Fund in March 2008 and disclosed its true financial condition to investors.
The SEC’s complaint alleges that Barriger misused G&B Fund assets by causing the fund to pay cash distributions of “Preferred Returns” to those investors who requested them. Barriger also caused the fund to redeem investors at values reflecting the purported accrued 8 percent per year return when the fund lacked the income to support those allocations and payments.
According to the SEC’s complaint, Barriger caused Campus to inject a total of nearly $2.5 million into the G&B Fund between August 2007 and April 2008 when the G&B Fund was in distress. Barriger did not disclose this information to investors.
The SEC’s complaint alleges that Barriger violated 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 Sections 206(1) and 206(2) of the Investment Advisers Act of 1940.
In its complaint, the SEC seeks a final judgment permanently enjoining Barriger from future violations of the foregoing provisions and ordering him to pay civil penalties and disgorgement of ill-gotten gains with prejudgment interest.
The SEC acknowledges the assistance of the U.S. Attorney’s Office for the Southern District of New York and the Federal Bureau of Investigation.
For more information about this enforcement action, contact:
Andrew M. Calamari
Closed Meeting on Thursday, May 19, 201, at 2:00 p.m.
The subject matter of the Closed Meeting scheduled for Thursday, May 19, 2011, will be: institution and settlement of injunctive actions; institution and settlement of administrative proceedings; and other matters relating to enforcement proceedings.
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.
Commission Sustains Disciplinary Action Against Gremo Investments, Inc.
The Commission has sustained disciplinary action against Gremo Investments, Inc., a Financial Industry Regulatory Authority, Inc. (FINRA) member firm. The Commission found that the Firm violated Section 17(e) of the Securities Exchange Act of 1934 and Rule 17a-5 thereunder, and FINRA Rule 2010, by filing an annual report that was audited by an accounting firm that was not registered with the Public Company Accounting Oversight Board (PCAOB).
In sustaining the suspension and $1,000 fine imposed on the Firm, the Commission emphasized that the reporting rules "are not technical but involve fundamental safeguards imposed for the protection of the investing public on those who wish to engage in the securities business." The Commission also found that the sanctions are remedial because they will impress upon the Firm and others the importance of filing annual reports that are audited by PCAOB-registered firms in compliance with the federal securities laws and protect the investing public by reducing the likelihood of any recurrence of a violation. (34-64481; File No. 3-14093)
In the Matter of Bio-Life Labs, Inc.
On May 13, 2011, an Administrative Law Judge issued an Order Setting Prehearing Conference and Making Findings and Revoking Registrations of Five Respondents by Default (Default Order) in Bio-Life Labs, Inc., Admin. Proc. No. 3-14271. The Default Order sets a prehearing conference on June 24, 2011, to determine the status of Calais Resources, Inc.’s delinquent periodic reporting, and finds that 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 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 BSI2000, Inc., EGX Funds Transfer, Inc., Fischer Imaging Corp., Great Western Land Recreation, Inc. (a/k/a Great Western Land and Recreation, Inc.), and id-Confirm, Inc. (Rel. 34-64482; File No. 3-14271)
Investment Adviser, Transfer Agent Sanctioned
The registration of FreedomTree Mutual Funds and Asset Management, LLC, d/b/a FreedomTree Asset Management, LLC (FreedomTree), as an investment adviser and the registration of Spence-Lingo & Company, Ltd., d/b/a FreedomTree Transfer Agency (Spence-Lingo), as a transfer agent have been revoked. Additionally, each has been ordered to pay a civil penalty of $325,000 and to cease and desist from violating various antifraud and recordkeeping provisions of the securities laws. The two entities are owned by Jermaine Ezekiel Spence. FreedomTree falsely held itself out as a successful investment adviser with millions of dollars in assets under management when it had no clients, revenues, or assets under management that would even qualify it for registration with the Securities and Exchange Commission as an investment adviser. FreedomTree also represented that it was part of a larger financial group that included a transfer agent providing clearing services to corporate and government issuers, but Spence-Lingo, in fact, provided no clearing services as represented. Additionally, FreedomTree and Spence-Lingo did not allow Commission staff to examine their operations and failed to respond to the staff’s requests for documents and information. The sanctions were ordered in an administrative proceeding before an administrative law judge. (Rel. 34-64483, IA-3202; File No. 3-14082)
Commission Sustains FINRA’s Findings of Violation Against and Imposition of a Nine-Month Suspension and $77,500 Fine on Harry Friedman
The Commission has sustained FINRA's findings that Harry Friedman, formerly a general securities representative and general securities principal associated with former FINRA member firm First Montauk Securities Corp., engaged in private securities transactions without prior written notice to First Montauk. The Commission found that Friedman's involvement in these transactions constituted violations of NASD Conduct Rules 3040 and 2110. The Commission found that the $77,500 fine and nine-month suspension that FINRA imposed were not excessive or oppressive sanctions for Friedman's violations. (Rel. 34-64486; File No. 3-14016)
Commission Sustains NYSE Disciplinary Action Against Philip L. Spartis and Amy J. Elias
The Commission sustained NYSE disciplinary action against Philip L. Spartis and Amy J. Elias, former registered representatives of Salomon Smith Barney, Inc., an NYSE member firm. The Commission also sustained the censures NYSE imposed against Spartis and Elias.
The Commission found that Spartis and Elias caused their firm to violate NYSE's public communications rule by sending marketing materials to their customers, then-employees of WorldCom, Inc., that omitted material facts and were misleading. During the period from 1998 to 2001, according to the Commission, Spartis and Elias provided assistance to their customers in the exercise of employee stock options granted to them by WorldCom. In so doing, Spartis and Elias distributed a document, titled the "Exercise & Hold vs Exercise & Sell Analysis," that encouraged customers to exercise their WorldCom stock options and hold the resulting stock for at least a year, rather than exercising their options and immediately selling the stock in the market. The document further assumed an ever-increasing appreciation in WorldCom's stock price, which was consistent with Smith Barney's then-telecommunications analyst Jack Grubman's projections, and encouraged customers, as part of the holding strategy, to use margin loans to fund the transactions. Subsequently, however, the predicted stock price increases "never materialized," producing heavy customer losses.
The Commission agreed with the NYSE that the document was materially misleading, under NYSE's public communications rule, by "'present[ing] an unduly optimistic picture of the potential gains' that would result under the . . . hold[ing] strategy and by failing to include any downside risk analysis." According to the Commission, it was particularly "troubled by the omission of information" in the document "regarding the potential adverse consequences of financing these transactions on margin," noting that "transactions effected on margin . . . entail substantial risks." In upholding NYSE's sanction, the Commission stated that Spartis's and Elias's distribution of the one-sided document to their customers "thwarted" "an important policy objective" of "provid[ing] full and fair disclosure" to investors. (Rel. 34-64489; File No. 3-13979)
Commission Declares Decision as to Frank L. Constantino Final
The decision of an administrative law judge barring Frank L. Constantino from association with any broker or dealer has become final. The law judge found that on Feb. 3, 2010, that Frank L. Constantino was found guilty by the Superior Court of Cobb County, Georgia, of six counts of violations of the Georgia Securities Act, which involved the offer and sale of securities, and three counts of theft of investor funds, among other violations, in State v. Constantino, No. 09-9-5301-42.
In May 2002, Constantino sold "units" of Belize Development Trust II to a seventy-six year old woman, whom he falsely assured that the investment was guaranteed, carried a substantial rate of return, and could not lose money. Constantino used part of the $1.15 million received from this investment for his own personal use. He was found guilty of two counts of securities law violations, for antifraud and registration violations, and one count of theft.
In February and March 2003, Constantino sold "stock" in Caye International Bank to the now seventy-seven year old woman. He willfully omitted a material fact necessary to prevent misleading the investor and then unlawfully appropriated the $500,000 that she invested for his own personal use. He was found guilty of one count of securities antifraud violations and two counts of theft.
Lastly, in May 2003, Constantino sold, to the same woman, "interests" in another Belize Land Development Trust. The "interests" were unregistered securities. Constantino was not registered to sell securities in Georgia at that time. He also failed to disclose that he was subject to a Missouri Cease and Desist Order for making an untrue statement of material fact in connection with the sale of a security. He was found guilty of two counts of securities registration violations and one count of antifraud violations.
Constantino was sentenced to 20 years in prison and ordered by the court to pay $2.5 million in restitution. He is currently incarcerated at the Georgia Diagnostic and Classification Prison located in Jackson, Georgia. (Rel. 34-64490; File No. 3-14051)
In the Matter of Gregory L. Oldham
On May 13, 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 Gregory L. Oldham (Oldham). The Order finds that from August 18, 2004 through December 31, 2008, Oldham was a registered representative at Advanced Planning Securities, Inc., a registered broker-dealer, from at least June 1, 2004 until February 24, 2009. The Order further finds that on April 20, 2011, a final judgment was entered by consent against Oldham, permanently enjoining him from violating the registration provisions of the federal securities laws in the civil action entitled SEC v. Charles C. Slowey et al., Civil Action Number 09 Civ. 4547 (LDW) (ETB), in the United States District Court for the Eastern District of New York.
The Order further finds that the Commission’s complaint in that action alleges that, from approximately March 2004 through August 2006, Oldham offered and sold securities for which there was no registration statement in effect and for which no exemption from the registration requirements applied.
Based on the above, the Order bars Oldham from association with any broker, dealer, or investment adviser with the right to reapply for association after eighteen months to the appropriate self-regulatory organization, or if there is none, to the Commission. Oldham consented to the issuance of the Order without admitting or denying any of the findings in the Order, except he admitted the entry of the injunction. (Rel. 34-64491; IA-3203; File No. 3-14381)
In the Matter of Michael P. Watson
On May 13, 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 Michael P. Watson (Watson). The Order finds that Watson does not hold any securities licenses, and that on April 26, 2011, a judgment was entered by consent against Watson, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange Commission v. Mike Watson Capital, LLC, et al., Civil Action Number 2:11-cv-00275 (DB), in the United States District Court for the District of Utah. The Order further finds that the Commission’s complaint in the civil action alleged that, among other things, Watson and others engaged in the offering of Mike Watson Capital, LLC (MWC) securities, which were not registered with the Commission as required under the law, and made materially false representations to investors regarding, among other things, the intended use of the proceeds from the sale of such securities, and the real estate holdings, equity, and positive cash flow from operations of MWC, in contravention of the antifraud provisions of the federal securities laws.
Based on the above, the Order bars Watson from association with any broker or dealer, investment adviser, municipal securities dealer, or transfer agent, and also bars Watson from participating in any offering of a penny stock. Watson consented to the issuance of the Order without admitting or denying any of the findings in the Order, except he admitted the entry of the injunction. (Rel. 34-64492; File No. 3-14382)
In the Matter of Daniel M. Hughes
On May 13, 2011, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act of 1933, Section 21C of the Securities Exchange Act of 1934, Sections 203(f) and 203(k) of the Investment Advisers Act of 1940, and Section 9(b) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Order) as to Daniel M. Hughes. The Order finds that from May 2008 to April 2009, Hughes, a principal and director of a registered investment adviser, made oral misrepresentations to one of his investment advisory clients in order to conceal $3.6 million in index options trading losses incurred by Hughes. During this same period, Hughes falsified several of the client’s brokerage account statements and delivered these falsified statements to the client’s private banker.
Based on the above, the Order (1) requires Hughes to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940; (2) bars Hughes from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization and prohibiting him from serving or acting as an employee, officer, director, member of an advisory board, investment adviser or depositor of, or principal underwriter for, a registered investment company or affiliated person of such investment adviser, depositor, or principal underwriter; and (3) imposes disgorgement of $8,475 and prejudgment interest of $604, but waives payment of such amount and does not impose a civil penalty based upon the sworn representations in Hughes’s Statement of Financial Condition. Hughes consented to the issuance of the Order without admitting or denying any of the findings in the Order. (Rels. 33-9207; 34-64493; IA-3204; IC-29669; File No. 3-14383)
Court Enters Judgment of Permanent Injunction Against Luis Felipe Perez and the Commission Dismisses Its Money Claims Against Perez in Light of His 10-Year Prison Sentence and $14 Million Restitution Orders in Parallel Criminal Action
The Commission announced that on May 9, 2011, the Honorable Jose E. Martinez, United States District Court Judge for the Southern District of Florida, entered judgment of permanent injunction against Luis Felipe Perez. Perez consented to the entry of an injunction against 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. In addition, the Commission dismissed its claims for disgorgement, prejudgment interest, and a civil penalty against Perez based on his criminal sentences and restitution orders in Case Nos. 10-20584-CR and 10-20411-CR before the Southern District of Florida.
On June 2, 2010, the Commission filed its complaint against Perez alleging that he orchestrated a $40 million Ponzi scheme with funds primarily raised from investors in the Miami Hispanic community to purportedly support jewelry businesses and pawn shops. [SEC v. Luis Felipe Perez, Case No. 1:10-CV-21804-Martinez/McAliley (S.D. Fla.)] (LR-21965)
SEC Charges Thor Industries With Violating Commission Cease-and-Desist Order and Charges Former VP of Finance of Thor Subsidiary With Securities Fraud
On May 12, 2011, the Securities and Exchange Commission filed a settled enforcement action in United States District Court for the District of Columbia charging Ohio-based producer of recreational vehicles Thor Industries, Inc. with issuer reporting, record-keeping, and internal control violations. Thor has agreed to be permanently enjoined and to pay a $1 million civil penalty for violating a 1999 Commission cease-and-desist Order prohibiting violations of the books and records and internal controls provisions. In the Matter of Thor Industries, Inc., Exchange Act Release No. 42021 (Oct. 18, 1999). The SEC also charged Mark C. Schwartzhoff, a former Vice President of Finance at Thor’s Dutchmen Manufacturing, Inc. subsidiary, with securities fraud and other violations. Schwartzhoff has agreed to be permanently enjoined, to be permanently barred from serving as an officer or director of a public company, and to be permanently suspended from appearing or practicing before the Commission as an accountant. Schwartzhoff also agreed to pay disgorgement of $394,830, which shall be deemed satisfied by the entry of a restitution order against Schwartzhoff in a parallel criminal case.
The SEC’s complaint alleges that from approximately December 2002 to January 2007, while serving as the senior financial officer of Dutchmen, one of Thor’s principal operating subsidiaries, Schwartzhoff engaged in a fraudulent accounting scheme to understate Dutchmen’s cost of goods sold in order to avoid recognizing inventory costs that were not reflected in Dutchmen’s financial accounting system. Instead of properly recording increased cost of goods sold, Schwartzhoff concealed the costs in various balance sheet accounts by making baseless manual journal entries to falsify the financial statements and other records he provided to Thor. To cover-up his false entries, the complaint alleges that Schwartzhoff created false supporting documentation and false account reconciliations. Schwartzhoff also submitted false documents and information to Thor’s external auditor.
As alleged in the complaint, Schwartzhoff’s fraud overstated Dutchmen’s pre-tax income by nearly $27 million from fiscal year 2003 to the second quarter of fiscal 2007, and allowed him to obtain nearly $300,000 in ill-gotten bonuses. In June 2007, Thor filed restated financial statements for fiscal years 2004 to 2006, each of the quarters of fiscal 2005 and 2006, and the first quarter of fiscal 2007, reducing its pre-tax income by approximately $26 million in the aggregate.
The SEC’s complaint further alleges that Thor failed to maintain accurate books and records and adequate internal accounting controls in violation of a 1999 Commission cease-and-desist Order. The Order directed Thor to cease and desist from committing future books and records and internal controls violations of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934 (“Exchange Act”), based on similar misconduct and internal control deficiencies that occurred over four years at a different Thor subsidiary.
The complaint alleges that Thor’s failure to implement adequate internal controls after the 1999 Order provided Schwartzhoff the opportunity to commit his fraud without detection. In particular, Thor failed to adequately implement and verify certain key segregation of duties within accounting and financial functions at Dutchmen, which allowed Schwartzhoff to have unfettered access rights to Dutchmen’s accounting system, the ability to create, enter and approve manual journal entries, and the ability to create and approve account reconciliations. As a result, Schwartzhoff was able to make fraudulent journal entries in various accounts and to disguise these entries through account reconciliations and supporting documents that he falsified. In addition, as alleged in the complaint, Thor failed adequately to monitor and verify account reconciliations and account information that Schwartzhoff submitted in reporting Dutchmen’s financial results. Thor also failed to implement an effective internal audit function for Dutchmen.
As the SEC’s complaint alleges, after Schwartzhoff's fraud came to light, Thor concluded that the internal control failures at Dutchmen constituted a material weakness in Thor’s internal controls over financial reporting. Thor also determined that similar lack of segregation of duties existed in varying degrees at each of its subsidiaries. For example, senior accounting officers (Controllers and Vice Presidents of Finance) at numerous subsidiaries had the ability to create, enter, and approve journal entries and reconciliations in accounts such as accounts receivable, accounts payable, and cash. At all but one subsidiary, various individuals had inappropriate access rights to accounting and information systems, including “super user” access by senior accounting officers at some subsidiaries. In addition, the complaint alleges Thor also determined that it lacked sufficient corporate level monitoring of account reconciliations for all of its subsidiaries.
Without admitting or denying the allegations in the complaint, Thor has consented to the entry of a final judgment: (1) requiring it to comply with the 1999 cease-and-desist Order; (2) permanently enjoining it from violating Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder; (3) ordering it to pay a $1 million penalty pursuant to Exchange Act Section 21(d)(3) for violating the 1999 Order; and (4) ordering it to hire an independent consultant to review and evaluate certain of its internal controls and record-keeping policies and procedures.
Without admitting or denying the allegations in the complaint, Schwartzhoff has consented to the entry of a final judgment: (1) permanently enjoining him from violating Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1, and 13b2-2 thereunder, and from aiding and abetting violations of Exchange Act Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) and Rules 12b-20, 13a-1 and 13a-13 thereunder; (2) ordering him to pay disgorgement of $299,805 plus prejudgment interest of $95,025, for a total of $394,830, with payment of this amount to be deemed satisfied by the entry of a restitution order against Schwartzhoff in a parallel criminal case that is equal to or greater than $394,830; and (3) permanently barring him from serving as an officer or director. Schwartzhoff also consented to the issuance of an order pursuant to Rule 102(e) of the Commission’s Rules of Practice, permanently suspending him from appearing or practicing before the Commission as an accountant.
These settlements are subject to the approval of the United States District Court for the District of Columbia. The settlement with Thor takes into account the company’s self-reporting and significant cooperation in the SEC’s investigation.
Separately, on May 12, 2011 the United States Attorney’s Office for the Northern District of Indiana filed a related criminal action against Schwartzhoff, and Schwartzhoff agreed to plead guilty to an Information charging him with one count of wire fraud and to pay restitution of approximately $1.9 million.
The SEC’s investigation was conducted by Tim England, Margaret McGuire, Michael Lim, and Stephen Kaiser in the SEC’s Enforcement Division in Washington, DC.
[SEC v. Thor Industries, Inc., and Mark C. Schwartzhoff, Case No. 1:11-cv-00889-RMC (D.D.C.] (LR-21966; AAE Rel. 3280)
SEC Brings Civil Action Against Advanced Optics Electronics, Inc., Its Former Chairman Leslie S. Robins, and Stock Seller Jason Claffey For Engaging in an Unlawful Public Offering
In an action brought in federal district court, the Securities and Exchange Commission on February 25, 2011, charged Advanced Optics Electronics, Inc. (ADOT), its former Chairman Leslie S. Robins, JDC Swan, Inc. and its former President, Jason Claffey with engaging in an unlawful public offering of the securities of ADOT, a development stage Nevada corporation located in New Mexico.
The Commission’s complaint, filed in the U.S. District Court for the Southern District of New York, alleges that from at least as early as January 2006, through June 2007, ADOT, acting through Robins, issued a total of over 9.8 billion shares of ADOT to JDC Swan through the use of purchase agreements that represented falsely that the shares were registered and free trading. The complaint further alleges that Claffey arranged to have the ADOT shares sold through a securities account he established at Divine Capital Markets, LLC, a registered broker-dealer located in New York. According to the SEC’s complaint, the defendants raised over $2 million through the offer and sales of ADOT shares into public market without a registration statement on file, or declared effective by the SEC. The complaint alleges that Claffey acquired the shares with a view to distribution and that there was no applicable exemption from registration to the offers and sales.
According to the SEC’s complaint, Claffey retained approximately 30% of the proceeds of the ADOT sales and wired the remainder to an ADOT account controlled by Robins. The complaint further alleges that ADOT, Robins, JDC Swan and Claffey’s offers and sales of ADOT shares violated Sections 5(a) and (c) of the Securities Act.
The SEC’s complaint against ADOT, Robins, JDC Swan and Claffey seeks a final judgment permanently enjoining the defendants from future violations of the Sections 5(a) and (c) and ordering them to pay civil money penalties, disgorge their ill gotten gains, plus prejudgment interest, and prohibiting them from participating in an offering of penny stock pursuant to Section 20(g) of the Securities Act
The Commission also instituted related cease-and-desist and administrative proceedings against registered broker-dealer Divine Capital Markets, LLC (Divine Capital), its CEO and President Danielle Hughes, and Divine Capital employee, Michael Buonomo. In the Matter of Divine Capital Markets, Danielle Hughes and Michael Buonomo, Release No. 34-63980 (Feb. 25, 2011). In the contested proceedings, the Commission’s Division of Enforcement alleges that Divine and Buonomo each violated sections 5(a) and (c) of the Securities Act and that Hughes and Divine failed to supervise Buonomo with a view to preventing his violations. The Division seeks administrative sanctions, penalties and disgorgement against all three respondents. [SEC v. Advanced Optics Electronics, Inc., Leslie S. Robins, JDC Swan, Inc. and Jason Claffey, Civil Action No. 11-cv-1321, USDC, SDNY] (LR-21967)
Proposed Rule Changes
BATS Exchange has filed a proposed rule change (SR-BATS-2011-015) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to amend BATS Rule 11.9, entitled “Orders and Modifiers” and BATS Rule 11.13, entitled “Order Execution.” Publication is expected in the Federal Register during the week of May 16. (Rel. 34-64475)
BATS Y-Exchange has filed a proposed rule change (SR-BYX-2011-009) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to amend BYX Rule 11.9, entitled “Orders and Modifiers” and BYX Rule 11.13, entitled “Order Execution.” Publication is expected in the Federal Register during the week of May 16. (Rel. 34-64476)
Approval of Proposed Rule Change
The Commission granted approval to a proposed rule change filed by NASDAQ OMX PHLX (SR-Phlx-2011-28), under Section 19(b)(2) of the Securities Exchange Act of 1934 Expanding the Number of Components in the Phlx Oil Service SectorSM, known as OSXSM, and Changing the Weighting Methodology from Price-Weighted to Capitalization-Weighted. Publication is expected in the Federal Register during the week of May 16. (Rel. 34-64478)
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-8 Brookfield Residential Properties Inc., BROOKFIELD PLACE, 181 BAY STREET, SUITE 300, TORONTO, A6, M5J 2T3, 416-956-5240 - 7,000,000 ($67,987,872.00) Equity, (File 333-174115 - May. 11) (BR. 06A) N-2 Oaktree Finance, LLC, C/O OAKTREE CAPITAL MANAGEMENT, L.P., 333 SOUTH GRAND AVENUE, 28TH FLOOR, LOS ANGELES, CA, 90071, (213) 830-6213 - 0 ($125,000,000.00) Equity, (File 333-174117 - May. 11) (BR. 18) S-8 NOVELLUS SYSTEMS INC, 4000 N FIRST ST, SAN JOSE, CA, 95134, 408-943-9700 - 9,796,984 ($349,556,389.12) Equity, (File 333-174118 - May. 11) (BR. 10B) S-3ASR RANGE RESOURCES CORP, 100 THROCKMORTON STE. 1200, FT WORTH, TX, 76102, 817-870-2601 - 0 ($0.00) Non-Convertible Debt, (File 333-174119 - May. 11) (BR. 04C) S-1 LCT Global Resources Inc, 4790 CAUGHLIN PKWY, STE 387, RENO, NV, 89511, 775-851-7397 - 1,440,000 ($14,400.00) Equity, (File 333-174120 - May. 11) (BR. 08) F-1 MAGAL SECURITY SYSTEMS LTD, P O BOX 70, INDUSTRIAL ZONE, YAHUD ISRAEL, L3, 5600, 5,273,274 ($16,505,347.62) Equity, (File 333-174121 - May. 11) (BR. 11C) S-8 TransDigm Group INC, 1301 EAST 9TH STREET, SUITE 3710, CLEVELAND, OH, 44114, 216 706 2939 - 4,000,000 ($331,640,000.00) Equity, (File 333-174122 - May. 11) (BR. 05C) S-8 HERSHEY CO, 100 CRYSTAL A DRIVE, P O BOX 810-EXTERNAL RPTG & COMPLIANCE, HERSHEY, PA, 17033-0810, 7175344200 - 16,500,000 ($929,775,000.00) Equity, (File 333-174123 - May. 11) (BR. 04B) S-8 CAMBREX CORP, ONE MEADOWLANDS PLZ, E RUTHERFORD, NJ, 07073, 2018043000 - 1,000,000 ($4,570,000.00) Equity, (File 333-174124 - May. 11) (BR. 01C) S-8 UNIVERSAL INSURANCE HOLDINGS, INC., 1110 W. COMMERCIAL BLVD., SUITE 100, FORT LAUDERDALE, FL, 33309, 9549581200 - 0 ($43,084,000.00) Equity, (File 333-174125 - May. 11) (BR. 01C) S-8 SavWatt USA, Inc., 6801 EASTERN AVENUE, SUITE 203, BALTIMORE, MD, 21224, 866 641 3507 - 18,000,000 ($36,000.00) Equity, (File 333-174126 - May. 11) (BR. 06B) S-8 MAGAL SECURITY SYSTEMS LTD, P O BOX 70, INDUSTRIAL ZONE, YAHUD ISRAEL, L3, 5600, 510,575 ($1,598,099.75) Equity, (File 333-174127 - May. 11) (BR. 11C) S-3 AMERISTAR CASINOS INC, 3773 HOWARD HUGHES PKWY, SUITE 490 SOUTH, LAS VEGAS, NV, 89169, 7025677000 - 0 ($101,553,408.00) Equity, (File 333-174128 - May. 11) (BR. 08A) S-8 LEMAITRE VASCULAR INC, 63 2ND AVE, BURLINGTON, MA, 01803, 781-221-2266 - 0 ($10,309,858.87) Equity, (File 333-174129 - May. 11) (BR. 10B) S-1 USA Synthetic Fuel Corp, 312 WALNUT STREET, SUITE 1600, CINCINNATI, OH, 45202, (513) 762-7870 - 5,000,000 ($20,000,000.00) Equity, (File 333-174130 - May. 11) (BR. 02C) S-8 HAWAIIAN ELECTRIC INDUSTRIES INC, 900 RICHARDS ST, HONOLULU, HI, 96813, 8085435662 - 0 ($7,791,000.00) Equity, (File 333-174131 - May. 11) (BR. 02C) S-8 TESORO CORP /NEW/, 19100 RIDGEWOOD PKWY, SAN ANTONIO, TX, 78259-1828, 210 626-6000 - 0 ($175,791,527.60) Equity, (File 333-174132 - May. 11) (BR. 04A) S-8 General Maritime Corp / MI, 299 PARK AVENUE, NEW YORK, NY, 10171, (212) 763-5600 - 7,500,000 ($15,600,000.00) Equity, (File 333-174133 - May. 11) (BR. 05A) S-1 MedClean Technologies, Inc., 3 TROWBRIDGE DRIVE, BETHEL, CT, 06801, 203 798 1080 - 400,000,000 ($1,600,000.00) Equity, (File 333-174136 - May. 11) (BR. 06B) S-8 CELLCYTE GENETICS CORP, PMB189, 14205 SE 36TH, SUITE 100, BELLEVUE, WA, 98006, 425-519-3755 - 20,000,000 ($400,000.00) Equity, (File 333-174137 - May. 11) (BR. 01B) S-8 XL GROUP PLC, NO. 1 HATCH STREET UPPER, 4TH FLOOR, DUBLIN, L2, 2, 353-1-405-2033 - 0 ($307,443,000.00) Equity, (File 333-174138 - May. 11) (BR. 01C)
Form 8-K is used by companies to file current reports on the following events:
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.
STATE NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT 21ST CENTURY HOLDING CO FL 2.02,9.01 05/12/11 3D SYSTEMS CORP DE 8.01,9.01 05/12/11 8888 Acquisition CORP NV 2.02,9.01 05/12/11 ACCELLENT INC 2.02,9.01 05/12/11 ACI WORLDWIDE, INC. DE 7.01,9.01 05/12/11 ADA-ES INC CO 2.02,9.01 05/12/11 Advanced Life Sciences Holdings, Inc. 8.01,9.01 05/05/11 ADVANT E CORP DE 2.02,8.01,9.01 05/12/11 Advaxis, Inc. DE 9.01 05/09/11 AMEND Aircastle LTD D0 8.01,9.01 05/10/11 ALANCO TECHNOLOGIES INC AZ 5.07 05/12/11 ALEXION PHARMACEUTICALS INC DE 5.07,8.01,9.01 05/11/11 Alexza Pharmaceuticals Inc. DE 5.02 05/11/11 ALLETE INC MN 5.07,7.01,8.01,9.01 05/10/11 ALLIANT TECHSYSTEMS INC DE 7.01 05/12/11 ALLIED MOTION TECHNOLOGIES INC CO 2.02,9.01 05/12/11 ALLSTATE CORP DE 7.01,9.01 05/12/11 Ally Master Owner Trust 1.01,8.01,9.01 05/11/11 Alon Refining Krotz Springs, Inc. DE 8.01 05/11/11 Alon USA Energy, Inc. DE 8.01 05/11/11 AMBASSADORS GROUP INC DE 5.02,8.01,9.01 05/11/11 AMERICAN AIRLINES INC DE 7.01 05/12/11 American Casino & Entertainment Prope DE 2.02,9.01 05/12/11 AMERICAN FINANCIAL GROUP INC OH 5.07 05/11/11 AMERICAN INDEPENDENCE CORP DE 2.02,9.01 03/31/11 AMERICAN INTERNATIONAL GROUP INC DE 5.03,5.07,9.01 05/11/11 AMERICAN PACIFIC CORP DE 2.02,9.01 05/12/11 AMERISOURCEBERGEN CORP DE 5.02,9.01 05/12/11 AMES NATIONAL CORP IA 8.01 05/11/11 AMES NATIONAL CORP IA 5.07 04/27/11 AMEND AMP Holding Inc. NV 1.01,3.02,9.01 05/10/11 AMR CORP DE 7.01 05/12/11 Animal Health International, Inc. DE 2.02,9.01 05/12/11 APAC CUSTOMER SERVICES, INC IL 2.02,9.01 05/11/11 API Technologies Corp. DE 7.01,9.01 05/12/11 Apollo Global Management LLC DE 2.02,9.01 05/12/11 APPLIED INDUSTRIAL TECHNOLOGIES INC OH 8.01 05/11/11 ARCTIC CAT INC MN 2.02,9.01 05/12/11 ARRHYTHMIA RESEARCH TECHNOLOGY INC /D DE 2.02,9.01 05/11/11 ARROWHEAD RESEARCH CORP DE 2.02,9.01 05/12/11 AsherXino Corp DE 3.02,9.01 04/04/11 ASTEA INTERNATIONAL INC DE 2.02,9.01 05/12/11 ATS CORP DE 7.01,9.01 05/12/11 AUBURN NATIONAL BANCORPORATION INC DE 5.07 05/10/11 AUTHENTIDATE HOLDING CORP DE 2.02,9.01 05/12/11 AVENTINE RENEWABLE ENERGY HOLDINGS IN DE 2.02,9.01 05/12/11 AXESSTEL INC NV 2.02,9.01 05/12/11 Babcock & Wilcox Co DE 5.07 05/12/11 Bacterin International Holdings, Inc. DE 2.02,9.01 05/12/11 BARNES GROUP INC DE 5.02,5.07 05/06/11 AMEND BG Medicine, Inc. DE 2.02,8.01,9.01 05/11/11 BIO KEY INTERNATIONAL INC DE 2.02,9.01 05/12/11 BIOANALYTICAL SYSTEMS INC IN 1.01,5.03,9.01 05/09/11 BIOCLINICA INC DE 5.02,5.07 05/08/11 BIOJECT MEDICAL TECHNOLOGIES INC OR 2.02,9.01 05/11/11 BLACK BOX CORP DE 2.02,9.01 05/12/11 BlueLinx Holdings Inc. DE 1.01,9.01 05/10/11 Bluerock Enhanced Multifamily Trust, MD 8.01 05/12/11 BODY CENTRAL CORP 2.02,9.01 05/12/11 BofI Holding, Inc. DE 7.01,9.01 05/11/11 BRE PROPERTIES INC /MD/ MD 8.01 05/12/11 Bridgepoint Education Inc DE 5.07 05/10/11 BRIGHTPOINT INC IN 7.01,9.01 05/12/11 Brooklyn Federal Bancorp, Inc. X1 5.02,9.01 05/11/11 BRUKER CORP DE 5.07 05/12/11 BUCKEYE PARTNERS, L.P. DE 8.01,9.01 05/12/11 Burger King Holdings Inc DE 2.02,9.01 05/12/11 C H ROBINSON WORLDWIDE INC DE 8.01,9.01 05/12/11 CA, INC. DE 2.02,5.02,8.01,9.01 05/12/11 CACHE INC FL 2.02,9.01 05/12/11 CAI International, Inc. 5.02 05/09/11 CALLON PETROLEUM CO DE 2.02,7.01,9.01 05/11/11 CALLON PETROLEUM CO DE 1.01,2.03,9.01 05/09/11 CAMDEN PROPERTY TRUST TX 5.02,5.07,9.01 05/11/11 CAPITAL BANK CORP NC 2.02,9.01 05/12/11 CAPITOL BANCORP LTD MI 2.02,9.01 05/12/11 Capstone Therapeutics Corp. DE 3.01 05/10/11 CAREER EDUCATION CORP DE 7.01,9.01 05/12/11 CCFNB BANCORP INC PA 5.07,8.01,9.01 05/10/11 Celsion CORP DE 2.02,9.01 05/12/11 CENTRAL PACIFIC FINANCIAL CORP HI 8.01 05/11/11 CENTURY ALUMINUM CO DE 5.02,9.01 05/11/11 CENTURY PROPERTIES FUND XIV CA 1.01,9.01 05/10/11 CENVEO, INC CO 2.02,9.01 05/11/11 CHDT CORP FL 7.01,9.01 05/10/11 Chemtura CORP DE 5.07 05/10/11 CHESAPEAKE ENERGY CORP OK 7.01,9.01 05/09/11 China BCT Pharmacy Group, Inc. DE 5.02 05/06/11 CHINA DIGITAL VENTURES CORP NV 4.01,9.01 02/18/11 AMEND China Direct Industries, Inc. FL 1.01,3.02,5.02,9.01 05/06/11 China Information Technology, Inc. 1.01,9.01 05/11/11 China Power Technology, Inc. NV 4.01 05/12/11 China Power Technology, Inc. NV 4.01 05/12/11 AMEND China TransInfo Technology Corp. NV 2.02,7.01,9.01 05/12/11 CITIZENS SOUTH BANKING CORP DE 5.07 05/09/11 CITY NATIONAL BANCSHARES CORP NJ 7.01,8.01,9.01 05/08/11 CLEAN HARBORS INC MA 5.07,9.01 05/09/11 CLEARONE COMMUNICATIONS INC UT 5.02 05/05/11 CLOUD PEAK ENERGY INC. DE 7.01,8.01,9.01 05/11/11 Cloud Peak Energy Resources LLC DE 7.01,8.01,9.01 05/11/11 CMS ENERGY CORP MI 8.01,9.01 05/09/11 CNB BANCORP INC/VA VA 1.01,9.01 05/06/11 CNH CAPITAL RECEIVABLES LLC DE 1.01,9.01 05/12/11 CNO Financial Group, Inc. DE 5.03,5.07,7.01,9.01 05/12/11 COCA COLA BOTTLING CO CONSOLIDATED /D DE 2.02,9.01 05/10/11 COLGATE PALMOLIVE CO DE 5.07 05/06/11 COLLECTORS UNIVERSE INC DE 1.01,2.02,5.02,9.01 05/09/11 COMMONWEALTH EDISON CO IL 5.02,9.01 05/09/11 CommonWealth REIT MD 5.07,8.01,9.01 05/10/11 COMMUNITY BANK SHARES OF INDIANA INC IN 8.01,9.01 05/12/11 AMEND COMMUNITY BANK SYSTEM INC DE 8.01,9.01 05/12/11 Community Partners Bancorp NJ 5.07,8.01 05/10/11 COMPUTER TASK GROUP INC NY 5.07 05/11/11 Comstock Homebuilding Companies, Inc. DE 1.01,3.01,5.03,8.01, 05/06/11 9.01 Copano Energy, L.L.C. 7.01,9.01 05/11/11 Cornerstone Financial Corp NJ 2.02,9.01 05/11/11 Cornerstone OnDemand Inc DE 2.02,9.01 05/12/11 CORNERSTONE THERAPEUTICS INC DE 2.02,9.01 05/12/11 CORNING NATURAL GAS CORP NY 8.01 05/12/11 COVER ALL TECHNOLOGIES INC DE 2.02,9.01 05/12/11 CRC Health CORP DE 2.02,9.01 05/12/11 CRIMSON EXPLORATION INC. 2.02,9.01 03/31/11 CTI INDUSTRIES CORP DE 2.02,9.01 05/10/11 CURTISS WRIGHT CORP DE 5.02,5.07 05/06/11 CVS CAREMARK CORP DE 8.01,9.01 05/09/11 Cyberspace Vita, Inc. NV 4.01,9.01 05/11/11 Cyclacel Pharmaceuticals, Inc. DE 2.02,9.01 05/12/11 CYNOSURE INC 5.07 05/12/11 DARLING INTERNATIONAL INC DE 2.02,9.01 05/10/11 DATARAM CORP NJ 1.01,9.01 05/12/11 DELTA MUTUAL INC DE 4.01,7.01 05/06/11 DEVRY INC DE 1.01,1.02,7.01,9.01 05/10/11 DICE HOLDINGS, INC. DE 1.01,9.01 05/09/11 DIGITAL ANGEL CORP DE 1.01,7.01,9.01 05/06/11 Discover Financial Services DE 7.01,9.01 05/12/11 DIXIE GROUP INC TN 2.02,9.01 05/12/11 DIXIE GROUP INC TN 7.01,9.01 05/12/11 DOCUMENT SECURITY SYSTEMS INC NY 2.02,9.01 05/12/11 DOLLAR TREE INC VA 7.01,9.01 05/12/11 Domtar CORP DE 8.01,9.01 05/12/11 Douglas Lake Minerals Inc. NV 7.01,9.01 05/12/11 DOW CHEMICAL CO /DE/ DE 5.07 05/12/11 DOW CHEMICAL CO /DE/ DE 5.02 03/24/11 AMEND Duke Energy CORP DE 8.01,9.01 05/12/11 EBIX INC DE 2.02,9.01 05/10/11 EchoStar CORP NV 1.01 05/12/11 EDGAR ONLINE INC DE 1.01 05/10/11 EDGAR ONLINE INC DE 2.02,9.01 05/12/11 EDIETS COM INC DE 2.02,9.01 05/12/11 Electromed, Inc. MN 2.02,9.01 05/12/11 ELOYALTY CORP DE 2.02,7.01,9.01 05/12/11 EMAGIN CORP DE 2.02,9.01 05/12/11 EMS TECHNOLOGIES INC GA 2.02,9.01 05/12/11 EN2GO INTERNATIONAL INC NV 3.02 05/06/11 Energy Transfer Partners, L.P. DE 1.01,2.03,7.01,9.01 05/09/11 ENERGY XXI (BERMUDA) LTD D0 7.01,9.01 05/12/11 EQUITY LIFESTYLE PROPERTIES INC MD 5.07 05/11/11 EQUITY LIFESTYLE PROPERTIES INC MD 8.01 05/11/11 EQUUS TOTAL RETURN, INC. DE 8.01,9.01 05/12/11 ERHC Energy Inc CO 8.01,9.01 05/10/11 EV Energy Partners, LP DE 7.01,9.01 05/09/11 EVOLUTION PETROLEUM CORP NV 2.02,9.01 05/12/11 Excel Trust, Inc. MD 5.07 05/09/11 EXELON CORP PA 7.01,8.01,9.01 05/11/11 EXOPACK HOLDING CORP 8.01,9.01 05/06/11 EXPRESS-1 EXPEDITED SOLUTIONS INC DE 2.02,9.01 05/12/11 EZCORP INC DE 1.01,1.02,2.03,9.01 05/10/11 Federal Home Loan Bank of Atlanta X1 2.03 05/12/11 Federal Home Loan Bank of Boston X1 2.03 05/09/11 Federal Home Loan Bank of Chicago X1 2.02,9.01 05/12/11 Federal Home Loan Bank of Chicago X1 2.03 05/09/11 Federal Home Loan Bank of Cincinnati X1 2.03,9.01 05/09/11 Federal Home Loan Bank of Des Moines X1 2.03,9.01 05/10/11 Federal Home Loan Bank of Indianapoli X1 2.03,9.01 05/10/11 Federal Home Loan Bank of New York X1 2.03,9.01 05/10/11 Federal Home Loan Bank of Pittsburgh PA 2.03,9.01 05/09/11 Federal Home Loan Bank of San Francis X1 2.03 05/09/11 Federal Home Loan Bank of Seattle 2.03 05/09/11 Federal Home Loan Bank of Topeka 2.03,9.01 05/09/11 Financial Engines, Inc. DE 5.07 05/11/11 FINISAR CORP DE 2.01,9.01 05/06/11 FIRST INDUSTRIAL REALTY TRUST INC MD 5.07 05/12/11 FIRST PACTRUST BANCORP INC MD 5.03,9.01 05/11/11 FIRST SOLAR, INC. DE 1.01,9.01 05/06/11 FIRST UNITED CORP/MD/ MD 7.01,9.01 05/12/11 FLEETCOR TECHNOLOGIES INC DE 2.02,9.01 05/12/11 FLORIDIAN FINANCIAL GROUP INC 5.02,9.01 05/06/11 FLOTEK INDUSTRIES INC/CN/ DE 2.02,9.01 05/11/11 FLOTEK INDUSTRIES INC/CN/ DE 1.01,3.02,8.01,9.01 05/11/11 FMC TECHNOLOGIES INC DE 5.07 05/06/11 FMC TECHNOLOGIES INC DE 5.03,9.01 05/06/11 FOREST OIL CORP NY 5.07 05/11/11 FORRESTER RESEARCH INC DE 5.07,7.01,8.01,9.01 05/10/11 FORWARD AIR CORP TN 5.07 05/12/11 Freescale Semiconductor Holdings I, L D0 5.07,8.01 05/12/11 Gaming Partners International CORP NV 2.02,9.01 05/12/11 GC China Turbine Corp. NV 5.02,9.01 05/08/11 General Finance CORP DE 8.01,9.01 05/12/11 General Moly, Inc DE 8.01,9.01 05/12/11 GEORGIA POWER CO GA 5.07 05/10/11 GLADSTONE COMMERCIAL CORP MD 5.07 05/05/11 AMEND GLOBAL NUTECH, INC. 7.01,9.01 05/12/11 GLOBALSCAPE INC DE 2.02,9.01 05/12/11 GLOWPOINT INC DE 2.02,9.01 05/12/11 GOLDFIELD CORP DE 2.02,9.01 05/12/11 GOLDMAN SACHS GROUP INC DE 9.01 05/12/11 GRAMERCY CAPITAL CORP MD 8.01,9.01 05/02/11 GRAPHIC PACKAGING HOLDING CO DE 1.01,9.01 05/06/11 Graymark Healthcare, Inc. OK 1.01,3.02,9.01 04/30/11 AMEND GREAT ATLANTIC & PACIFIC TEA CO INC MD 7.01,9.01 05/11/11 GREAT PLAINS ENERGY INC MO 8.01 05/12/11 GROEN BROTHERS AVIATION INC /UT/ UT 1.01,3.03,5.03,9.01 05/06/11 GTSI CORP DE 2.02,9.01 05/12/11 HALLADOR ENERGY CO CO 8.01 05/11/11 HAMPTON ROADS BANKSHARES INC VA 7.01,8.01,9.01 05/12/11 Harbin Electric, Inc 2.02,9.01 05/11/11 HARBINGER GROUP INC. DE 2.02,9.01 05/11/11 HARLAND CLARKE HOLDINGS CORP DE 7.01 05/12/11 HAVERTY FURNITURE COMPANIES INC MD 5.07 05/12/11 HERITAGE FINANCIAL CORP /WA/ WA 7.01,9.01 05/12/11 Heritage-Crystal Clean, Inc. DE 5.07 05/05/11 Highpower International, Inc. DE 2.02,7.01,9.01 05/12/11 HOSPIRA INC DE 5.03,5.07,9.01 05/10/11 HOST HOTELS & RESORTS, INC. MD 1.01,2.03,8.01,9.01 05/11/11 HUMAN GENOME SCIENCES INC DE 5.02,5.07,9.01 05/11/11 AMEND HUNTINGTON BANCSHARES INC/MD MD 7.01,9.01 05/12/11 IBERIABANK CORP LA 5.02,5.07,9.01 05/06/11 IDENTIVE GROUP, INC. DE 5.02,7.01,9.01 05/09/11 IGATE CORP PA 3.02 05/09/11 ILLINOIS TOOL WORKS INC DE 5.02,5.03,5.07 05/06/11 ILLUMINA INC DE 5.07 05/10/11 IMEDIA INTERNATIONAL INC DE 1.02,5.01,5.02,7.01 05/09/11 Imperial Holdings, Inc. 2.02,9.01 05/12/11 IMPERIAL INDUSTRIES INC DE 2.02,9.01 05/12/11 INDEPENDENCE HOLDING CO DE 2.02,9.01 05/12/11 InfuSystem Holdings, Inc DE 2.02,9.01 05/12/11 Inland American Real Estate Trust, In MD 7.01,9.01 05/12/11 Innolog Holdings Corp. NV 4.02 05/10/11 INSITE VISION INC DE 2.02,9.01 05/12/11 INTEGRAL SYSTEMS INC /MD/ MD 2.02,9.01 05/12/11 InterDigital, Inc. PA 7.01,9.01 05/12/11 INTERMUNE INC DE 5.07 05/10/11 INTERNATIONAL LEASE FINANCE CORP CA 7.01,8.01,9.01 05/11/11 INTERNATIONAL PAPER CO /NEW/ NY 5.07,8.01 05/09/11 INTERNATIONAL SHIPHOLDING CORP DE 8.01 05/09/11 INVENTURE FOODS, INC. DE 7.01 05/10/11 Iowa Renewable Energy, LLC IA 5.07 05/07/11 IPALCO ENTERPRISES, INC. IN 7.01 05/10/11 IPAYMENT INC DE 1.01,1.02,2.03,8.01, 05/06/11 9.01 Iron Eagle Group, Inc. DE 9.01 03/30/11 Iron Eagle Group, Inc. DE 2.01,9.01 01/11/10 AMEND IRON MINING GROUP, INC. 1.01,9.01 05/06/11 IRONWOOD PHARMACEUTICALS INC 2.02,9.01 05/12/11 Janus Resources, Inc. NV 1.01,7.01,9.01 05/07/11 JONES SODA CO WA 2.02,9.01 05/12/11 Journal of Radiology, Inc. NV 4.01 05/09/11 KANSAS CITY SOUTHERN DE 1.01,8.01,9.01 05/06/11 Kansas City Southern de Mexico, S.A. O5 1.01,8.01,9.01 05/06/11 KBS Real Estate Investment Trust III, MD 1.01 05/06/11 KELLY SERVICES INC DE 5.07 05/11/11 KEMET CORP DE 2.02,7.01,9.01 05/12/11 Kentucky Energy, Inc. UT 8.01 05/11/11 KILLBUCK BANCSHARES INC OH 5.07 05/09/11 KINDRED HEALTHCARE, INC DE 1.01,8.01,9.01 05/12/11 KINETIC CONCEPTS INC TX 8.01 05/09/11 KINGSTONE COMPANIES, INC. DE 5.02,9.01 05/10/11 Kips Bay Medical, Inc. DE 2.02,9.01 05/12/11 KOHLS Corp WI 2.02,7.01,9.01 05/12/11 Kraton Performance Polymers, Inc. DE 5.02 05/09/11 Kurrant Mobile Catering, Inc. CO 1.01,3.02,9.01 05/06/11 LA JOLLA PHARMACEUTICAL CO DE 8.01 05/11/11 Lake Victoria Mining Company, Inc. NV 1.01,9.01 05/06/11 LaPorte Bancorp, Inc. X1 5.07,9.01 05/10/11 LAWSON PRODUCTS INC/NEW/DE/ DE 5.07 05/10/11 LEXON TECHNOLOGIES INC DE 1.01,2.01,9.01 05/11/11 AMEND LGL GROUP INC DE 2.02,7.01,9.01 05/11/11 LGL GROUP INC DE 7.01,9.01 05/12/11 Life Nutrition Products, Inc DC 4.01,5.01,5.02,9.01 05/10/11 LIGHTING SCIENCE GROUP CORP DE 1.01,2.03,9.01 05/06/11 LIME ENERGY CO. DE 2.02,9.01 05/12/11 Lithium Exploration Group, Inc. NV 3.02 04/28/11 Lithium Exploration Group, Inc. NV 3.02 05/10/11 M & F WORLDWIDE CORP DE 7.01 05/12/11 Madison Bancorp Inc MD 2.02,9.01 05/10/11 MANAGEMENT NETWORK GROUP INC 2.02,9.01 05/12/11 MARKET 2000 PLUS HOLDRS SM TRUST NY 8.01,9.01 05/12/11 MARKWEST ENERGY PARTNERS L P 7.01,9.01 05/12/11 MARSHALL & ILSLEY CORP WI 8.01 05/12/11 Mastech Holdings, Inc. PA 5.07 05/11/11 MEDCATH CORP DE 1.01,8.01,9.01 05/06/11 MediaMind Technologies Inc. DE 2.02,9.01 05/12/11 MediaMind Technologies Inc. DE 2.02,9.01 05/12/11 AMEND MEDIFAST INC DE 8.01 05/10/11 Medley Capital Corp DE 2.02,7.01,9.01 05/12/11 MERCER GOLD CORP. NV 5.03,7.01,9.01 04/15/11 MERCER INTERNATIONAL INC. WA 7.01,9.01 05/12/11 MEREDITH CORP IA 8.01,9.01 05/12/11 Merriman Holdings, Inc DE 2.02,9.01 05/12/11 MetLife Insurance CO of Connecticut CT 8.01 05/12/11 MIDDLEBY CORP DE 2.02,9.01 05/11/11 MINE SAFETY APPLIANCES CO PA 5.07 05/11/11 MISSISSIPPI POWER CO MS 5.07 05/10/11 MOSAIC CO DE 5.07 05/11/11 MOTORCAR PARTS AMERICA INC NY 1.01,1.02,2.01,2.03, 05/06/11 8.01,9.01 Motorola Mobility Holdings, Inc 5.07 05/09/11 Motorola Solutions, Inc. DE 8.01,9.01 05/12/11 MxEnergy Holdings Inc 8.01,9.01 05/12/11 NEAH POWER SYSTEMS, INC. NV 8.01,9.01 05/11/11 NEWELL RUBBERMAID INC DE 5.07 05/10/11 NewPage CORP DE 2.02,9.01 05/12/11 NOBEL LEARNING COMMUNITIES INC DE 2.02,9.01 05/12/11 NORDSTROM INC WA 2.02,5.02,5.07,7.01, 05/11/11 8.01,9.01 NORTEK INC DE 2.02,9.01 05/12/11 NV ENERGY, INC. NV 2.03 05/12/11 NVIDIA CORP DE 2.02,9.01 05/12/11 Obagi Medical Products, Inc. DE 1.01,2.03,9.01 05/09/11 Och-Ziff Capital Management Group LLC DE 5.07 05/10/11 OLYMPIC STEEL INC OH 5.07 05/06/11 OMNICITY CORP. NV 5.02 05/10/11 Onstream Media CORP FL 8.01,9.01 05/12/11 ONVIA INC DE 5.03,5.07,9.01 05/10/11 ORAMED PHARMACEUTICALS INC. NV 7.01,9.01 05/12/11 ORRSTOWN FINANCIAL SERVICES INC PA 8.01 05/11/11 OVERLAND STORAGE INC CA 2.02,9.01 05/12/11 OXIGENE INC DE 8.01,9.01 05/12/11 OXIGENE INC DE 2.02,9.01 05/12/11 P&F INDUSTRIES INC DE 2.02,9.01 05/12/11 PACIFICORP /OR/ OR 8.01,9.01 05/12/11 PALATIN TECHNOLOGIES INC DE 5.03,5.07,9.01 05/11/11 Paradigm Holdings, Inc WY 1.01,2.03,3.02,9.01 05/06/11 PARKERVISION INC FL 8.01 05/12/11 PARKWAY PROPERTIES INC MD 2.01 05/12/11 PARTNERRE LTD 5.02 05/12/11 Patriot Coal CORP DE 7.01,9.01 05/12/11 PAULSON CAPITAL CORP OR 2.02,9.01 05/12/11 PAXTON ENERGY INC NV 2.01,9.01 05/06/11 PENN MILLERS HOLDING CORP 2.02,9.01 05/12/11 PENSON WORLDWIDE INC DE 5.02,7.01,9.01 05/12/11 PENTAIR INC MN 2.01,9.01 05/12/11 PEOPLES FINANCIAL SERVICES CORP. PA 1.01,9.01 05/10/11 PERCEPTRON INC/MI MI 2.02,9.01 05/11/11 PERFORMANCE TECHNOLOGIES INC \DE\ DE 2.02 03/31/11 Pet Airways Inc. IL 2.02,9.01 05/12/11 PFSWEB INC DE 2.02 05/11/11 PHARMATHENE, INC DE 2.02,9.01 05/11/11 PHAZAR CORP DE 2.02,9.01 04/26/11 Philip Morris International Inc. VA 5.07,8.01,9.01 05/11/11 PIEDMONT NATURAL GAS CO INC NC 1.01,2.03,9.01 05/06/11 PITNEY BOWES INC /DE/ DE 5.03,5.07,9.01 05/09/11 PLANTRONICS INC /CA/ DE 5.02 05/12/11 PLUG POWER INC DE 2.02,9.01 05/12/11 POINDEXTER J B & CO INC DE 2.02,9.01 05/12/11 POLARIS INDUSTRIES INC/MN MN 7.01,9.01 05/11/11 POLYONE CORP 5.07 05/11/11 Polypore International, Inc. 7.01,9.01 05/12/11 POPE RESOURCES LTD PARTNERSHIP DE 7.01 05/12/11 POSITIVEID Corp DE 1.01,3.02,7.01,9.01 05/09/11 PRECISION CASTPARTS CORP OR 2.02,9.01 05/12/11 Prestige Brands Holdings, Inc. 2.02,7.01,9.01 05/12/11 Primoris Services Corp DE 2.02,5.07,8.01,9.01 05/06/11 PRIMUS GUARANTY LTD 2.02,9.01 05/12/11 PROCTER & GAMBLE CO OH 5.02 02/11/11 AMEND PROFESSIONAL VETERINARY PRODUCTS LTD NE 7.01,9.01 05/12/11 Protalix BioTherapeutics, Inc. FL 7.01,9.01 05/12/11 PROTECTIVE LIFE CORP DE 5.02,5.07 05/09/11 PRUDENTIAL FINANCIAL INC NJ 9.01 05/12/11 PSS WORLD MEDICAL INC FL 2.02,7.01,9.01 05/12/11 QUAINT OAK BANCORP INC 5.07 05/11/11 QUAKER CHEMICAL CORP PA 5.02,5.07,9.01 05/11/11 QUESTAR CORP UT 5.07 05/10/11 QUIDEL CORP /DE/ DE 5.07 05/10/11 RadNet, Inc. DE 2.02,9.01 05/10/11 RAMBUS INC DE 1.01,3.02,8.01,9.01 05/12/11 RANGE RESOURCES CORP DE 1.01,7.01,9.01 05/11/11 READING INTERNATIONAL INC NV 2.02,9.01 05/06/11 Redpoint Bio CORP 1.02,9.01 05/11/11 REGENCY CENTERS CORP FL 2.02,9.01 05/12/11 REHABCARE GROUP INC DE 1.01,8.01,9.01 05/12/11 REPUBLIC SERVICES, INC. DE 5.07 05/12/11 RESPONSE GENETICS INC 2.02,9.01 05/12/11 Rhino Resource Partners LP DE 1.01 05/06/11 RigNet, Inc. DE 2.02,9.01 05/11/11 RITE AID CORP DE 5.02 05/09/11 RYDER SYSTEM INC FL 5.02,9.01 05/12/11 SANDERS MORRIS HARRIS GROUP INC TX 2.02,7.01,9.01 05/10/11 SBT Bancorp, Inc. CT 8.01,9.01 05/10/11 SCHIFF NUTRITION INTERNATIONAL, INC. 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DE 2.02,8.01,9.01 05/12/11 TREY RESOURCES INC DE 1.01,3.02,3.03,5.03, 05/04/11 9.01 TRI VALLEY CORP DE 2.02,9.01 05/09/11 TRICO MARINE SERVICES INC DE 7.01,9.01 05/11/11 TUCOWS INC /PA/ PA 2.02,9.01 05/11/11 TWO RIVERS WATER Co CO 7.01 05/12/11 TYSON FOODS INC DE 8.01 05/12/11 UNIT CORP DE 1.01,7.01,9.01 05/11/11 UNITED BANCORPORATION OF ALABAMA INC DE 5.07 05/04/11 UNITED GUARDIAN INC DE 7.01,9.01 05/12/11 UNITED GUARDIAN INC DE 5.07 05/11/11 UNITED STATES CELLULAR CORP DE 1.01,8.01,9.01 05/09/11 AMEND UNIVERSAL INSURANCE HOLDINGS, INC. DE 5.02,5.07,9.01 05/11/11 UNIVERSAL POWER GROUP INC. TX 2.02,9.01 05/11/11 VALPEY FISHER CORP MD 2.02,9.01 05/12/11 VECTOR GROUP LTD DE 8.01,9.01 05/11/11 VENTAS INC DE 8.01 05/12/11 VENTAS INC DE 9.01 05/10/11 VENTURE LENDING & LEASING IV INC MD 5.07 05/10/11 Venture Lending & Leasing V, Inc. MD 5.07 05/10/11 Venture Lending & Leasing VI, Inc. MD 5.07 05/10/11 VERAMARK TECHNOLOGIES INC DE 1.01,5.02 05/06/11 Verecloud, Inc. 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DE 1.01,5.02,9.01 05/09/11 Wonder Auto Technology, Inc NV 3.01,9.01 05/12/11 WORDLOGIC CORP NV 7.01,9.01 05/11/11 XFONE INC. NV 8.01 05/12/11 Yankee Holding Corp. DE 2.02,9.01 05/12/11 ZHONE TECHNOLOGIES INC DE 5.07 05/10/11 Zolon Corp FL 8.01 05/10/11 ZORAN CORP \DE\ DE 5.02 05/06/11