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SEC News Digest
Issue 2011-123
June 27, 2011
Rules and Related Matters
Risk Management Controls for Brokers or Dealers with Market Access
The Commission extended the date for compliance with Rule 15c3-5 (Risk Management Controls for Broker or Dealers with Market Access) from July 14, 2011 to November 30, 2011, for the requirements relating to pre-trade credit and capital limits set forth in Rule 15c3-5(c)(1)(i) for all securities, and all of the requirements of Rule 15c3-5 for fixed income securities. The limited extension was granted to give broker-dealers with market access additional time to develop, test, and implement the relevant risk management controls and supervisory procedures required under the Rule. The compliance date remains July 14, 2011 for all provisions of Rule 15c3-5 not subject to this limited extension.
Rule 15c3-5 requires brokers or dealers with access to trading directly on an exchange or alternative trading system, including those providing sponsored or direct market access to customers or other persons, and broker-dealer operators of an ATS that provide access to their ATS to a non-broker-dealer, to implement risk management controls and supervisory procedures reasonably designed to manage the financial, regulatory, and other risks of this business activity. Publication is expected in the Federal Register during the week of July 27. (Rel. 34-64748)
Enforcement Proceedings
Commission Sets Aside Disciplinary Action Against American Funds Distributors, Inc., for Alleged Violations of Anti-Reciprocal Rule
The Commission has set aside NASD disciplinary action against American Funds Distributors, Inc. (AFD), in connection with its "directed brokerage" practices from 2001 to 2003, as distributor and underwriter for the American Funds family of mutual funds. NASD, the predecessor to FINRA, had found that AFD violated former NASD Rule 2830(k)(3) – commonly known as the "Anti-Reciprocal Rule" – by improperly requesting or arranging for directed brokerage commissions be paid to top-selling broker-dealers in exchange for their sale of American Funds shares. NASD censured AFD and imposed a $5 million fine.
During the period at issue, Rule 2830(k) prohibited an underwriter for an investment company from "request[ing] or arrang[ing] for the direction" of specific brokerage commissions to a broker-dealer "conditioned upon" its sale of the investment company's shares. The Rule, included a limited exception for an underwriter of "an investment company which follows a policy, disclosed in its prospectus, of considering sales" of the investment company's shares "as a factor" in selecting broker-dealers to "execute portfolio transactions, subject to . . . best execution" requirements. AFD, on appeal, claimed that its directed brokerage practices for American Funds complied with this exception because best execution was met and properly disclosed. It further claimed that, if its practices ran afoul of Rule 2830(k), it was a consequence of ambiguity in the Rule's language.
The Commission agreed with AFD, finding that NASD Rule 2830(k), as in effect during 2001 to 2003, was ambiguous; that there existed minimal guidance at the time as to its meaning; and that such ambiguity was addressed in subsequent amendments to the Rule. Moreover, the Commission considered evidence suggesting that AFD "sought proactively to ensure that its directed brokerage practices conformed to regulatory requirements." Commissioner Aguilar dissented from the majority opinion, finding "the text, history and guidance of the rule were sufficiently clear to put AFD on notice that its directed brokerage arrangements violated the rule." (Rel. 34-64747; File No. 3-13055)
In the Matter of City Network, Inc.
An Administrative Law Judge has issued an Order Making Findings and Revoking Registration By Default (Default Order) in City Network, Inc., Admin. Proc. No. 3-14377. The Order Instituting Proceedings alleged that Respondent repeatedly failed to file required annual and quarterly reports while its securities were registered with the Securities and Exchange Commission. The Default Order finds these allegations to be true and revokes the registration of each class of registered securities of City Network, Inc. pursuant to Section 12(j) of the Securities Exchange Act of 1934. (Rel. 34-64749; File No. 3-14377)
Erez Bahar, CA, Sanctioned
Erez Bahar, CA (Bahar) has been sanctioned in connection with his role as manager of the audit of the 2007 financial statements of International Commercial Television Inc. (ICTV), the vendor of a beauty appliance, the DermaWand. The audit failed to uncover ICTV’s overstatement of revenue; ICTV’s originally reported $11.3 million in revenue was overstated by about $2.8 million, which was reversed in two restatements. Bahar was denied the privilege of appearing or practicing before the Securities and Exchange Commission as an accountant for a period of two years. (Initial Decision No. 420; File No. 3-13997)
In the Matter of Jason Mutascio
On June 27, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Notice of Hearing (Order) against Jason Mutascio (Mutascio).
In the Order, the Division of Enforcement alleges that Mutascio, a registered representative residing in Aventura, Florida, pled guilty to one count of wire fraud in violation of Title 18 United States Code, Section 1343 before the United States District Court for the Southern District of Florida in U.S. v. Mutascio, Case No. 10-60025-CR-COHN. In his guilty plea, Mutascio admitted that in March 2009, he devised a scheme to defraud one of his clients and to obtain money and property by means of false and fraudulent pretenses, representations, and promises and that, without the permission of his client, he caused the wire transfer of funds in the amount of $44,000 from his client’s brokerage account to bank accounts under his control.
A hearing will be scheduled before an administrative law judge to determine whether the allegations in the Order are true, to provide Mutascio an opportunity to respond to these allegations, and to determine what, if any, remedial action is appropriate in the public interest. The Order directed the Administrative Law Judge to issue an initial decision within 210 days from the date of service of the Order. (Rel. 34-64751; File No. 3-14437)
In the Matter of Eric Maher
On June 27, 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 Eric Maher. The Order finds that, in 2009, Maher was a salesperson who sold unregistered securities in the form of investment contracts of Express International, LLC; that on June 1, 2011, a final judgment was entered by consent against Maher, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and 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. Curtis Peterson, et al., Civil Action No. CV 11-01143 ODW (JEMx), in the United States District Court for the Central District of California; and that the Commission’s complaint alleged that, in connection with the offer and sale of those securities, Maher made false statements to investors, orally and in writing, concerning the nature of the Express International investment program, the safety of investor principal, and the profits to be realized from participation in the investment program, and also alleged that Maher sold unregistered securities and acted as an unregistered broker-dealer.
Based on the above, the Order bars Maher from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization; and bars him from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance of or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock; with the right to apply for reentry after five years to the appropriate self-regulatory organization, or if there is none, to the Commission.
Maher consented to the issuance of the Order without admitting or denying any of the findings in the Order, except that he admitted the entry of the injunction. (Rel. 34-64752; File No. 3-14438)
In the Matter of Printz Capital Management, LLC
On June 27, 2011, the Commission issued an order revoking the registration of Printz Capital Management, LLC (Printz Capital) as an investment adviser with the Commission.
Without admitting or denying the findings in the Order Making Findings and Imposing Remedial Sanctions Pursuant to Section 203(e) of the Investment Advisers Act of 1940 (Order), Printz Capital consented to the entry of the Order finding that it was the subject of a final judgment entered by default in the civil action entitled Securities and Exchange Commission v. Alfred Clay Ludlum, III, et al., Civil Action No. 10-CV-7379, in the United States District Court for the Eastern District of Pennsylvania, in which Printz Capital was permanently enjoined from future violations of the registration provisions of Sections 5(a) and 5(c) the Securities Act of 1933 (Securities Act) and the antifraud provisions of Section 17(a) of the Securities Act, 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 (Advisers Act) and other technical provisions in Sections 203A, 204, and 207 of the Advisers Act. Pursuant to the final judgment, Printz Capital also was ordered to pay, jointly and severally with two affiliated defendants, $735,617 in disgorgement, $49,817 in prejudgment interest, and a civil penalty of $735,617. This Order resolves the proceedings previously instituted against Printz Capital in In the Matter of Printz Capital Management, LLC, Administrative Proceeding File No. 3-14314.
The Commission’s complaint in the civil action alleged that Printz Capital is wholly controlled by Alfred Clay Ludlum III (Ludlum), who also controls a number of other business entities, including Printz Financial Group, Inc. and PCM Global Holdings LLC (together with Printz Capital, the Printz Entities). The complaint alleged that Ludlum and the Printz Entities made fraudulent misrepresentations and material omissions to investors, including Printz Capital advisory clients, concerning unregistered offerings of equity and debt securities in the Printz Entities. These investors were told that their funds would be used for working capital and to grow and operate the businesses of the Printz Entities when, in fact, most of these funds were used to support Ludlum’s lifestyle, pay his personal expenses, and repay other investors. The Commission also alleged that Printz Capital fraudulently obtained loans from one advisory client and transferred funds from three advisory client accounts to accounts controlled by Ludlum without those clients’ consents. The complaint further alleged that the Printz Entities, including Printz Capital, failed to register their securities offerings with the Commission, even though no exemption from registration applied, and that Printz Capital violated a number of provisions governing investment advisers.
For further information see Litigation Release No. 21785, Dec. 20, 2010 and the Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 203(e) of the Investment Advisers Act of 1940, In the Matter of Printz Capital Management, LLC, Administrative Proceeding File No. 3-14314, Investment Advisers Act Release No. 3183, March 31, 2011. (Rel. IA-3223; File No. 3-14314)
In the Matter of Elite Resources
The Commission announced that on June 23, 2011, the Honorable Steve C. Jones, United States District Judge for the Northern District of Georgia, entered an order on June 23, 2011, permanently enjoining Patricia Diane Gruber (Gruber), Kadar M. Josey (Josey), Elite Resources, LLC (Elite) and Elite3 Holding Corp. (Elite3) (collectively Defendants). The order restrained and enjoined Defendants from violating of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (Securities Act), Section 10(b) of the Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder and Gruber and Josey from violating Section 15(a) of the Exchange Act. Defendants were also ordered to pay disgorgement, pre-judgment interest and a civil penalty in amounts to be resolved upon motion of the Commission at a later date, and directed that for purposes of that motion, the allegations of the Commission’s Complaint shall be deemed true. Defendants consented to the entry of the order without admitting or denying the allegations of the Commission’s Complaint.
The Commission’s complaint, filed on Oct. 29, 2010, alleges that from at least April 8, 2010 through at least Aug. 20, 2010, Defendants raised approximately $2.85 million from at least nine investors. In raising these funds, the complaint alleges Defendants represented that investors could draw upon bank issued guarantees worth millions of dollars, in one case representing a 40,000% return on investment, without having to repay the withdrawn funds. The complaint also alleges that Defendants further represented that investor funds would be held in escrow until the bank guarantees were issued. The complaint alleges that both of these representations were false in that no such bank guarantees existed and the defendants used almost all of the funds for several undisclosed purposes immediately upon receipt. When investors demanded performance, the complaint alleges that the defendants provided them with a fictitious guarantee certificate purportedly issued by Barclays Bank. [SEC v. Elite Resources, et al., Civil Action Number 1:10-CV-3522-SCJ (N.D. GA.)] (LR-22013)
SEC Charges Two Senior Executives With Accounting Fraud at Southern California-Based Water Treatment Company
The Securities and Exchange Commission today announced charges against two former Basin Water, Inc. executives with fraudulently inflating its revenues, beginning with the company’s first financial report after it went public.
The SEC alleges that former Basin Water chief executive officer Peter L. Jensen and former chief financial officer Thomas C. Tekulve, Jr. improperly recognized revenue to disguise the company’s true financial performance in its 2006 and 2007 quarterly and annual reports. The SEC also alleges that Jensen sold and donated his own Basin Water shares before the company’s true financial condition was revealed, reaping millions of dollars in trading profits and tax benefits. Basin Water built, sold, and leased water treatment systems that cleaned contaminated groundwater.
The SEC’s complaint, filed June 24, 2011, alleges that Jensen and Tekulve improperly included revenue from six sales transactions in Basin Water’s financial reports filed with the Commission. The SEC alleges that, depending upon the transaction, the sale was not final; did not have the customer’s required acceptance of the system; allowed the customer to pay nothing until the customer resold the system, even though there was no resale; did not provide enough assurance that the customer would pay for the system; or where the company had not shipped the system. The SEC alleges that as a result Basin Water overstated its 2006 revenues by 13% and its 2007 revenues by 74% and overstated its quarterly 2006 and 2007 revenues by 10% to 161%. The SEC further alleges that, before the company’s true financial condition was revealed, Jensen sold or donated approximately 1.9 million Basin Water shares for over $9.1 million in trading profits and tax deductions.
In February 2009, Basin Water restated its financial results. In July 2009, the Rancho Cucamonga, Calif.-based company declared Chapter 11 bankruptcy and is now defunct.
The SEC’s complaint charges Jensen and Tekulve with violations of the antifraud, reporting, books and records, certification, and against Tekulve only, misrepresentation to auditor provisions of the federal securities laws. The complaint also alleges control person liability against Jensen and Tekulve for violations of the antifraud and reporting provisions of the federal securities laws. The complaint also alleges that they failed to reimburse Basin Water for bonuses, other incentive or equity-based compensation, and/or trading profits, as required by the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act). The complaint seeks permanent injunctions, officer and director bars, disgorgement with prejudgment interest, financial penalties, and Sarbanes-Oxley Act reimbursement. [SEC v. Peter L. Jensen and Thomas C. Tekulve, Jr., Civil Action No. CV 11-05316 R (AGRx) (C.D. Cal.) (LR-22014)
Self-Regulatory Organizations
Proposed Rule Change
NASDAQ OMX BX filed a proposed rule change (SR-BX-2011-034) under Section 19(b)(1) of the Securities Exchange Act of 1934 relating to amending the BOX Trading Rules to establish facilitation and solicitation auction mechanisms. Publication is expected in the Federal Register during the week of June 27. (Rel. 34-64734)
Approval of Proposed Rule Changes
The Commission has approved a proposed rule change (SR-OCC-2011-05) filed by The Options Clearing Corporation under Section 19(b)(1) of the Securities Exchange Act of 1934 to provide flexibility to OCC with respect to its obligations to pay settlement amounts to clearing members generally as well as in emergency situations. Publication is expected in the Federal Register during the week of June 27. (Rel. 34-64740)
The Commission approved a proposed rule change submitted by NASDAQ OMX PHLX (SR-Phlx-2011-65) pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 regarding opening index option months and series. Publication is expected in the Federal Register during the week of June 27. (Rel. 34-64741)
The Commission approved a proposed rule change filed by NYSE Amex, as modified by Amendment No. 1 (SR-NYSEAmex-2011-18), relating to the formation of a Joint Venture between the Exchange, its ultimate parent NYSE Euronext, and seven other entities to operate an electronic trading facility for options contracts. Publication is expected in the Federal Register during the week of June 27. (Rel. 34-64742)
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change (SR-ISE-2011-35) filed by the International Securities Exchange to extend a fee discount pilot program for large-sized foreign currency options has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of June 27. (Rel. 34-64743)
A proposed rule change filed by NASDAQ OMX PHLX to amend the fee schedule regarding co-location fees for additional power and cable options (SR-Phlx-2011-86) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of June 27. (Rel. 34-64745)
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-4 CASELLA WASTE SYSTEMS INC, 25 GREENS HILL ROAD, RUTLAND, VT, 05701,
8027750325 - 0 ($200,000,000.00) Debt, (File 333-175106 - Jun. 24)
(BR. 06C)
S-3 CASELLA WASTE SYSTEMS INC, 25 GREENS HILL ROAD, RUTLAND, VT, 05701,
8027750325 - 0 ($250,000,000.00) Unallocated (Universal) Shelf,
(File 333-175107 - Jun. 24) (BR. 06C)
S-1 North American Financial Holdings, Inc., CORPORATION TRUST CENTER,
1209 ORANGE STREET, WILMINGTON, DE, 19801, 800 716 0507 -
0 ($300,000,000.00) Equity, (File 333-175108 - Jun. 24) (BR. 07)
S-4 GRIFFON CORP, 712 FIFTH AVENUE, NEW YORK, NY, 10019, 2129575000 -
550,000,000 ($550,000,000.00) Debt, (File 333-175109 - Jun. 24)
(BR. 06A)
S-4 CLEAR CHANNEL COMMUNICATIONS INC, 200 E BASSE RD, SAN ANTONIO, TX,
78209, 2108222828 - 0 ($1,750,000,000.00) Non-Convertible Debt,
(File 333-175115 - Jun. 24) (BR. 11C)
S-3 Entergy Louisiana, LLC, 4809 JEFFERSON HIGHWAY, JEFFERSON, LA, 70121,
504-840-2734 - 1,000,000 ($1,000,000.00) Other, (File 333-175117 -
Jun. 24) (BR. 02C)
S-8 VANGUARD HEALTH SYSTEMS INC, 20 BURTON HILLS BLVD, NASHVILLE, TN,
37215, 6156656000 - 0 ($369,564,336.00) Equity, (File 333-175118 -
Jun. 24) (BR. 01C)
S-1 SINGLE TOUCH SYSTEMS INC, 2235 ENCINITAS BLVD. SUITE 210, ENCINITAS,
CA, 92024, 7604380100 - 10,910,841 ($4,637,108.00) Equity,
(File 333-175119 - Jun. 24) (BR. 03C)
S-8 Diversified Restaurant Holdings, Inc., 27680 FRANKLIN ROAD, SOUTHFIELD,
MI, 48034, (248) 223-9160 - 1,000,000 ($5.90) Equity,
(File 333-175120 - Jun. 24) (BR. 08A)
S-8 DOLLAR TREE INC, 500 VOLVO PARKWAY, N/A, CHESAPEAKE, VA, 23320,
(757) 321-5000 - 2,000,000 ($126,400,000.00) Equity, (File 333-175121 -
Jun. 24) (BR. 02B)
S-8 MENS WEARHOUSE INC, 5803 GLENMONT DR, HOUSTON, TX, 77081, 7135927200 -
0 ($80,187,500.00) Equity, (File 333-175122 - Jun. 24) (BR. 09B)
S-8 INTEL CORP, 2200 MISSION COLLEGE BLVD, RNB-4-151, SANTA CLARA, CA,
95054, 4087658080 - 146,512,737 ($3,120,721,298.00) Equity,
(File 333-175123 - Jun. 24) (BR. 10B)
S-3 Blueknight Energy Partners, L.P., TWO WARREN PLACE,
6120 SOUTH YALE AVENUE, SUITE 500, TULSA, OK, 74136, (918) 237-4000 -
0 ($400,000,000.00) Other, (File 333-175124 - Jun. 24) (BR. 04B)
F-3 KNIGHTSBRIDGE TANKERS LTD, PAR LA VILLE PLACE, 4TH FLOOR,
14 PAR LA VILLE ROAD, HAMILTON HM 08, D0, 00000, 4412956935 -
2,438,199 ($53,079,592.23) Equity,
0 ($200,000,000.00) Unallocated (Universal) Shelf, (File 333-175125 -
Jun. 24) (BR. 05B)
S-1 BLUEARC CORP, 50 RIO ROBLES DRIVE, SAN JOSE, CA, 95134, 408-576-6600 -
0 ($100,000,000.00) Equity, (File 333-175126 - Jun. 24) (BR. 03A)
S-8 Orbitz Worldwide, Inc., 500 W. MADISON STREET, SUITE 1000, CHICAGO, IL,
60661, 312-894-5000 - 0 ($7,065,000.00) Equity, (File 333-175127 -
Jun. 24) (BR. 05C)
S-1 ASPEN AEROGELS INC, 30 FORBES ROAD, BUILDING B, NORTHBOROUGH, MA,
01532, 5086911150 - 0 ($115,000,000.00) Equity, (File 333-175128 -
Jun. 24) (BR. )
S-8 TALON INTERNATIONAL, INC., 21900 BURBANK BLVD., SUITE 270,
WOODLAND HILLS, CA, 91367, 8184444100 - 2,310,000 ($231,000.00) Equity,
(File 333-175129 - Jun. 24) (BR. 09B)
S-8 TALON INTERNATIONAL, INC., 21900 BURBANK BLVD., SUITE 270,
WOODLAND HILLS, CA, 91367, 8184444100 -
11,557,000 ($1,155,700.00) Equity, (File 333-175130 - Jun. 24) (BR. 09B)
S-8 TRANSCEND SERVICES INC, ONE GLENLAKE PARKWAY, SUITE 1325, ATLANTA, GA,
30328, 678-808-0613 - 500,000 ($13,175,000.00) Equity,
(File 333-175131 - Jun. 24) (BR. 02B)
S-1 COATES INTERNATIONAL LTD \DE\, HIGHWAY 34 & RIDGEWOOD RD,
WALL TOWNSHIP, NJ, 07719, 9084497717 -
19,000,000 ($7,030,000.00) Equity, (File 333-175132 - Jun. 24) (BR. 05A)
S-8 PETSMART INC, 19601 N 27TH AVE, PHOENIX, AZ, 85027, 6235806100 -
0 ($1,111,174,458.00) Equity, (File 333-175133 - Jun. 24) (BR. 02B)
S-1 Converted Organics Inc., 137A LEWIS WHARF, BOSTON, MA, 02110,
617 624 0111 - 0 ($9,153,139.28) Equity, (File 333-175134 - Jun. 24)
(BR. 05A)
S-1 LyondellBasell Industries N.V., WEENA 737, ROTTERDAM, P7, 3013AM,
713-309-4560 - 0 ($602,883,016.00) Non-Convertible Debt,
(File 333-175136 - Jun. 24) (BR. 06A)
S-1 Rhino Resource Partners LP, 424 LEWIS HARGETT CIRCLE SUITE 250,
LEXINGTON, KY, 40503, (859) 389-6500 -
0 ($65,578,750.00) Limited Partnership Interests, (File 333-175138 -
Jun. 24) (BR. 04)
S-8 Live Nation Entertainment, Inc., 9348 CIVIC CENTER DRIVE,
BEVERLY HILLS, CA, 90210, 310-867-7200 - 0 ($106,400,000.00) Equity,
(File 333-175139 - Jun. 24) (BR. 05B)
S-4 STATER BROS HOLDINGS INC, 301 S. TIPPECANOE AVE., SAN BERNARDINO, CA,
92408, 9097335000 - 0 ($255,000,000.00) Non-Convertible Debt,
(File 333-175140 - Jun. 24) (BR. 02B)
S-8 Iveda Solutions, Inc., 1201 SOUTH ALMA SCHOOL ROAD, MESA, AZ, 85210,
480-307-8700 - 2,000,000 ($2,000,000.00) Equity, (File 333-175143 -
Jun. 24) (BR. 06A)
S-1 MINISTRY PARTNERS INVESTMENT COMPANY, LLC, 915 WEST IMPERIAL HIGHWAY,
SUITE 120, BREA, CA, 92821, (714) 671-5720 -
75,000,000 ($75,000,000.00) Equity, (File 333-175144 - Jun. 24)
(BR. 07B)
Recent 8K Filings
Form 8-K is used by companies to file current reports on the following events:
1.01
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Entry into a Material Definitive Agreement
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1.02
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Termination of a Material Definitive Agreement
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1.03
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Bankruptcy or Receivership
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2.01
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Completion of Acquisition or Disposition of Assets
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2.02
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Results of Operations and Financial Condition
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2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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2.04
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
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2.05
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Cost Associated with Exit or Disposal Activities
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2.06
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Material Impairments
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3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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3.02
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Unregistered Sales of Equity Securities
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3.03
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Material Modifications to Rights of Security Holders
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4.01
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Changes in Registrant's Certifying Accountant
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4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
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5.01
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Changes in Control of Registrant
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5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer
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5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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5.04
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Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
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5.05
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Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
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5.06
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Change in Shell Company Status
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6.01
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ABS Informational and Computational Material.
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6.02
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Change of Servicer or Trustee.
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6.03
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Change in Credit Enhancement or Other External Support.
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6.04
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Failure to Make a Required Distribution.
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6.05
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Securities Act Updating Disclosure.
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7.01
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Regulation FD Disclosure
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8.01
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Other Events
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9.01
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Financial Statements and Exhibits
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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
30DC, INC. MD 9.01 06/24/11
3Power Energy Group Inc. NV 5.02 06/02/11
ACCENTIA BIOPHARMACEUTICALS INC 7.01,9.01 06/24/11
AE Biofuels, Inc. 1.01,2.03,9.01 06/20/11
ALLETE INC MN 8.01,9.01 06/20/11
ALSERES PHARMACEUTICALS INC /DE DE 1.01 06/20/11
AMEDISYS INC DE 5.07 06/09/11 AMEND
AMERICAN AIRLINES INC DE 8.01 06/24/11
AMERICAN EAGLE OUTFITTERS INC DE 5.02 06/21/11
AMERICAN REALTY CAPITAL HEALTHCARE TR MD 2.01,2.03,8.01,9.01 06/21/11
AMKOR TECHNOLOGY INC DE 8.01,9.01 06/24/11
AMR CORP DE 8.01 06/24/11
ANGEL ACQUISITION CORP. NV 5.02 06/22/11
ARCA biopharma, Inc. DE 8.01 06/20/11
ARENA PHARMACEUTICALS INC DE 8.01 06/24/11
ATLANTIC POWER CORP A1 1.01,9.01 06/20/11
AUTOBYTEL INC DE 5.07 06/23/11
AUTOMATIC DATA PROCESSING INC DE 1.01,2.03,9.01 06/24/11
Banks.com, Inc. FL 3.01,9.01 06/20/11
BAR HARBOR BANKSHARES ME 5.02 06/21/11
BECKMAN COULTER INC DE 1.02,5.02 06/20/11
BEHRINGER HARVARD MULTIFAMILY REIT I 7.01,9.01 06/24/11
BEST BUY CO INC MN 5.02,5.07 06/21/11
BIOCANCELL THERAPEUTICS INC. 8.01 06/23/11
BIOGEN IDEC INC. DE 5.02 06/23/11
BIOPHARM ASIA, INC. NV 1.01,9.01 06/24/11
BLASTGARD INTERNATIONAL INC CO 1.01,3.02,8.01,9.01 06/17/11
BOWL AMERICA INC MD 5.02,9.01 06/21/11
BRIGHAM EXPLORATION CO DE 5.07,9.01 06/21/11
BROADRIDGE FINANCIAL SOLUTIONS, INC. DE 7.01,9.01 06/22/11
CAMBREX CORP DE 5.02,9.01 06/24/11
CAMPBELL SOUP CO NJ 5.02,5.03,9.01 06/23/11
CAPITAL ONE FINANCIAL CORP DE 5.02 06/20/11
CAPSTEAD MORTGAGE CORP MD 8.01,9.01 06/23/11
CARBON 612 Corp DE 4.01,9.01 06/24/11 AMEND
Cardium Therapeutics, Inc. DE 8.01,9.01 06/22/11
Casablanca Mining Ltd. NV 8.01,9.01 06/23/11
Cavico Corp 3.01,9.01 06/17/11
CBEYOND, INC. 5.07 06/22/11
CCFNB BANCORP INC PA 8.01 06/24/11
CEDAR FAIR L P DE 1.01,5.02,9.01 06/20/11
China Pharmaceuticals Inc NV 5.03,9.01 06/20/11
CHIQUITA BRANDS INTERNATIONAL INC NJ 5.02 06/20/11
Cinedigm Digital Cinema Corp. DE 5.02 06/20/11
CITIGROUP INC DE 5.02 06/23/11
Clear Skies Solar, Inc DE 4.01,9.01 06/24/11 AMEND
CLEVELAND BIOLABS INC DE 7.01,8.01,9.01 06/23/11
CLIFTON SAVINGS BANCORP INC 8.01,9.01 06/22/11
CMG HOLDINGS, INC. NV 1.01,9.01 06/24/11
COATES INTERNATIONAL LTD \DE\ DE 8.01,9.01 06/23/11
COLGATE PALMOLIVE CO DE 2.01,9.01 06/20/11
CombiMatrix Corp DE 5.07 06/22/11
Compressco Partners, L.P. DE 1.01,2.01,2.03,3.02, 06/20/11
5.03,9.01
CONAGRA FOODS INC /DE/ DE 5.02 06/20/11
Conmed Healthcare Management, Inc. DE 8.01,9.01 06/24/11
CROSS COUNTRY HEALTHCARE INC DE 5.02,9.01 06/21/11
CROWN MEDIA HOLDINGS INC DE 5.07 06/22/11
CSB BANCORP INC /OH OH 1.01,9.01 06/24/11
CUMBERLAND PHARMACEUTICALS INC 1.01,9.01 06/20/10
DANAHER CORP /DE/ DE 2.03 06/20/11
DEMAND MEDIA INC. DE 5.07 06/22/11
DEPOMED INC CA 1.01,8.01 06/20/11
DIODES INC /DEL/ DE 7.01,9.01 06/24/11
DOLPHIN DIGITAL MEDIA INC NV 4.01,9.01 06/20/11
Douglas Lake Minerals Inc. NV 5.02 06/21/11
DPAC TECHNOLOGIES CORP CA 1.01,9.01 06/22/11
DUCOMMUN INC /DE/ DE 1.01,8.01,9.01 06/23/11
DURECT CORP DE 8.01,9.01 06/23/11
Eagle Ford Oil & Gas Corp NV 1.01,2.01,2.02,5.01, 06/24/11
5.02,9.01
EDUtoons, Inc. DE 5.02 06/21/11
ELANDIA INTERNATIONAL INC. DE 5.02 06/20/11
EMMIS COMMUNICATIONS CORP IN 2.05,9.01 06/20/11 AMEND
EMPIRE RESORTS INC DE 8.01,9.01 06/24/11
ENDO PHARMACEUTICALS HOLDINGS INC DE 8.01,9.01 06/23/11
Energy Transfer Equity, L.P. DE 7.01,8.01,9.01 06/23/11
EnerJex Resources, Inc. NV 7.01,8.01,9.01 06/22/11
ES Bancshares, Inc. MD 8.01,9.01 06/20/11
EVCARCO, INC. NV 5.03 06/22/11
EVOLVING SYSTEMS INC DE 5.07,8.01,9.01 06/23/11
FARMERS NATIONAL BANC CORP /OH/ OH 5.02,9.01 06/21/11
Federal Home Loan Bank of Boston X1 2.03 06/20/11
Federal Home Loan Bank of Dallas 2.03,9.01 06/20/11
Federal Home Loan Bank of Seattle 5.02 06/24/11
FEDERAL HOME LOAN MORTGAGE CORP 7.01,9.01 06/24/11
FEDERAL HOME LOAN MORTGAGE CORP 8.01 06/22/11
FIRST CASH FINANCIAL SERVICES INC DE 5.02,5.07 06/22/11
First Guaranty Bancshares, Inc. LA 9.01 06/23/11
FLEETCOR TECHNOLOGIES INC DE 1.01,1.02,2.03,9.01 06/22/11
FLUOROPHARMA MEDICAL, INC. NV 1.01,3.02,9.01 06/22/11
FOOT LOCKER INC NY 5.02,9.01 06/22/11
FOREST LABORATORIES INC DE 9.01 06/24/11 AMEND
FRANKLIN COVEY CO UT 8.01 06/24/11
FREMONT MICHIGAN INSURACORP INC MI 8.01,9.01 06/24/11
FULTON FINANCIAL CORP PA 1.01,5.02,5.03,9.01 06/24/11
FUSION TELECOMMUNICATIONS INTERNATION DE 1.01,2.03,9.01 06/24/11
GARMIN LTD V8 8.01,9.01 06/24/11
GENERAL STEEL HOLDINGS INC NV 5.02,5.07 06/20/11
GENTA INC DE/ DE 8.01 06/24/11
GeoVax Labs, Inc. DE 5.02 06/22/11
GigOptix, Inc. DE 8.01 06/23/11
Global Pharm Holdings Group, Inc. DE 5.07 06/21/11
Golden Minerals Co 8.01,9.01 06/24/11
Google Inc. DE 8.01 06/23/11
GP STRATEGIES CORP DE 9.01 04/15/11 AMEND
GRAYSON BANKSHARES INC VA 5.02 06/14/11
GRAYSON BANKSHARES INC VA 8.01,9.01 06/24/11
GREIF INC DE 1.01 06/24/11
GRIFFON CORP DE 8.01,9.01 06/24/11
HANCOCK HOLDING CO MS 5.02 06/21/11
HARBINGER GROUP INC. DE 1.01 06/23/11
HARRIS INTERACTIVE INC DE 5.02 06/22/11
Heart Tronics, DE 1.01,3.02,8.01,9.01 06/24/11
HEMISPHERX BIOPHARMA INC DE 1.01,5.02,5.03,8.01, 06/22/11
9.01
HERCULES TECHNOLOGY GROWTH CAPITAL IN MD 1.01,2.03,8.01,9.01 06/20/11
ICF International, Inc. DE 7.01,9.01 06/24/11
IDENIX PHARMACEUTICALS INC DE 5.02,9.01 06/20/11
Industrial Income Trust Inc. MD 5.07 06/23/11
INTERDOM, CORP. NV 5.01,5.02,8.01 06/14/11
INTERNATIONAL RECTIFIER CORP /DE/ DE 5.02,9.01 06/23/11
IRON MINING GROUP, INC. 2.04 06/20/11
ITP Energy Corp 1.01,2.01,3.02,4.01, 04/29/11 AMEND
5.01,5.02,5.03,5.06,
9.01
IXYS CORP /DE/ DE 5.02 06/20/11
KBS Real Estate Investment Trust III, MD 1.01,2.01 06/24/11
KEMET CORP DE 8.01,9.01 06/24/11
Kennedy-Wilson Holdings, Inc. DE 5.07,9.01 06/23/11
KEWAUNEE SCIENTIFIC CORP /DE/ DE 5.02,9.01 06/22/11
KFORCE INC FL 5.07 06/21/11
KV PHARMACEUTICAL CO /DE/ DE 8.01 06/21/11
LANTRONIX INC DE 2.04,5.02,8.01,9.01 06/22/11
LEVEL 3 COMMUNICATIONS INC DE 8.01,9.01 06/24/11 AMEND
LIGAND PHARMACEUTICALS INC DE 7.01,9.01 06/23/11 AMEND
LINCOLN NATIONAL CORP IN 8.01,9.01 06/24/11
LIONS GATE ENTERTAINMENT CORP /CN/ 8.01,9.01 06/23/11
LOCKHEED MARTIN CORP MD 5.02,5.03,9.01 06/23/11
LPATH, INC NV 5.07 06/22/11
Maiden Holdings, Ltd. D0 2.03,8.01,9.01 06/17/11
MAINSOURCE FINANCIAL GROUP IN 5.02,9.01 06/20/11
MANNATECH INC TX 8.01,9.01 06/23/11
MATCHES, INC. NV 1.01,2.01,4.01,5.01, 12/17/10 AMEND
5.02,5.06,8.01,9.01
MCGRAW-HILL COMPANIES INC NY 7.01 06/24/11
MedQuist Holdings Inc. DE 8.01 06/17/11
MEDQUIST INC NJ 8.01,9.01 06/17/11
MERA PHARMACEUTICALS INC DE 4.01,9.01 06/10/11 AMEND
MID AMERICA APARTMENT COMMUNITIES INC TN 7.01,9.01 06/24/11
MONKEY ROCK GROUP, INC. DE 1.01,3.02,9.01 06/24/11
MOTRICITY INC DE 9.01 04/14/11 AMEND
MULTI COLOR Corp OH 1.01,9.01 06/22/11
NET TALK.COM, INC. FL 2.03,9.01 06/23/11
New York & Company, Inc. 5.07 06/22/11
NEWELL RUBBERMAID INC DE 5.02,9.01 06/23/11
News of China Inc DE 8.01 06/15/11
Nile Therapeutics, Inc. DE 1.01,3.02,9.01 06/20/11
NORCRAFT COMPANIES LP 5.02 06/22/11
NORTHROP GRUMMAN CORP /DE/ DE 5.02,9.01 06/20/11
NOVASTAR FINANCIAL INC MD 8.01,9.01 06/23/11
NYSE Euronext DE 8.01 06/23/11
Oasis Petroleum Inc. DE 8.01 06/24/11
Och-Ziff Capital Management Group LLC DE 5.02,9.01 06/21/11
Oconee Federal Financial Corp. 8.01,9.01 06/23/11
OHIO LEGACY CORP OH 1.01,9.01 06/24/11
Ohr Pharmaceutical Inc 8.01 06/21/11
OLD LINE BANCSHARES INC MD 5.07 06/23/11
PACIFIC BIOSCIENCES OF CALIFORNIA INC 5.07 06/23/11
PALATIN TECHNOLOGIES INC DE 5.02,9.01 06/22/11
PDL BIOPHARMA, INC. DE 5.07 06/22/11
Pebblebrook Hotel Trust MD 1.01,7.01,9.01 06/20/11
PEPCO HOLDINGS INC DE 7.01,9.01 06/24/11
PERNIX THERAPEUTICS HOLDINGS, INC. MD 5.07 06/23/11
PILGRIMS PRIDE CORP DE 1.01,2.03,9.01 06/23/11
PIONEER NATURAL RESOURCES CO DE 7.01 06/24/11
PPL ENERGY SUPPLY LLC PA 8.01,9.01 06/24/11
PREFERRED APARTMENT COMMUNITIES INC MD 9.01 04/11/11 AMEND
PRIMEDIA INC DE 8.01,9.01 06/24/11
PRIVATE MEDIA GROUP INC NV 5.07 06/20/11
Puda Coal, Inc. 3.01,8.01,9.01 06/20/11
RDA Holding Co. 5.02 06/22/11
READING INTERNATIONAL INC NV 1.01 06/24/11
REDFIN NETWORK, INC. NV 1.01,3.02,9.01 06/20/11
Rhino Resource Partners LP DE 8.01 06/24/11
RITE AID CORP DE 5.02,5.07,8.01 06/23/11
RLJ Lodging Trust MD 1.01,2.03,7.01,9.01 06/20/11
ROBERTS REALTY INVESTORS INC GA 1.01,2.03,9.01 06/23/11
SARATOGA RESOURCES INC /TX TX 7.01,9.01 06/24/11
Shire plc 8.01,9.01 06/24/11
Sino Green Land Corp NV 3.02,8.01,9.01 06/03/11
SINOCOKING COAL & COKE CHEMICAL INDUS FL 1.01,9.01 06/17/11
SMITH MICRO SOFTWARE INC DE 5.07 06/23/11
Soltera Mining Corp. NV 3.02,7.01,9.01 06/23/11
Southern Products, Inc. NV 1.01,9.01 06/07/11
SOUTHERN UNION CO DE 8.01,9.01 06/23/11
SOUTHERN UNION CO DE 8.01,9.01 06/24/11
SWS GROUP INC DE 5.02 06/23/11
SYNERGY RESOURCES CORP CO 1.01,3.02,5.02,9.01 06/22/11
TANGER FACTORY OUTLET CENTERS INC NC 8.01 06/24/11
TEGAL CORP /DE/ DE 1.01,9.01 06/21/11
TENGASCO INC TN 5.07 06/20/11
THOMAS GROUP INC DE 5.07 06/22/11
THRESHOLD PHARMACEUTICALS INC DE 8.01,9.01 06/21/11
Titan Energy Worldwide, Inc. NV 1.01,9.01 06/17/11
TITANIUM METALS CORP DE 8.01,9.01 06/24/11
Titon Iron Ore Corp. NV 1.01,3.02,9.01 06/20/11
TRANS1 INC 5.02 06/23/11
Transcept Pharmaceuticals Inc DE 5.07 06/23/11
TRANSIT MANAGEMENT HOLDING CORP 5.07 06/20/11
TRIMAS CORP DE 1.01,2.03,8.01,9.01 06/21/11
Trio Merger Corp. DE 1.01,9.01 06/21/11
TRIUMPH GROUP INC DE 1.01,2.03,9.01 06/20/11
UIL HOLDINGS CORP CT 7.01,9.01 06/24/11
UNION BANKSHARES INC VT 8.01,9.01 06/23/11
UNITED INSURANCE HOLDINGS CORP. DE 2.02,7.01,9.01 06/24/11
UNITED INSURANCE HOLDINGS CORP. DE 1.01 06/01/11 AMEND
UNIVEST CORP OF PENNSYLVANIA PA 5.07 04/19/11 AMEND
US AIRWAYS GROUP INC DE 8.01,9.01 06/22/11
US ENERGY CORP WY 5.07 06/24/11
USG CORP DE 3.02,9.01 06/21/11
UTAH MEDICAL PRODUCTS INC UT 9.01 03/17/11 AMEND
UV FLU TECHNOLOGIES INC NV 5.03 03/01/11
VANGUARD HEALTH SYSTEMS INC DE 2.04,8.01,9.01 06/24/11
Verdant Automotive Corp 1.01,2.01,5.01,5.02, 05/11/11 AMEND
9.01
VERIZON COMMUNICATIONS INC DE 7.01 06/24/11
Virolab, Inc. DE 1.01,2.01,5.06 03/18/11 AMEND
VIROPHARMA INC DE 8.01,9.01 06/24/11
Vitacost.com, Inc. DE 7.01 06/24/11
VOICESERVE INC DE 3.02 06/21/11
Volcom Inc 2.01,3.01,3.02,3.03, 06/22/11
5.01,5.03,9.01
VOLTERRA SEMICONDUCTOR CORP 5.02 06/20/11
WASHINGTON BANKING CO WA 5.02,9.01 06/24/11
WASTE MANAGEMENT INC DE 5.03,9.01 06/21/11
WASTE MANAGEMENT INC DE 5.03,9.01 06/21/11
WAYNE SAVINGS BANCSHARES INC /DE/ DE 7.01,9.01 06/24/11
WESCO FINANCIAL CORP CA 2.01,3.01,3.03,5.01, 06/24/11
5.02,5.03,5.07,9.01
WILLIAMS COMPANIES INC DE 8.01,9.01 06/23/11
YAHOO INC DE 5.07 06/23/11
http://www.sec.gov/news/digest/2011/dig062711.htm
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