SEC Issues Order Raising Performance Fee Rule Dollar Limit to Adjust for Inflation
The Securities and Exchange Commission today issued an order that raises, to adjust for inflation, two of the thresholds that determine whether an investment adviser can charge its clients performance fees. The order carries out a requirement of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Rule 205-3 under the Investment Advisers Act allows an investment adviser to charge a client performance fees if the client meets certain criteria, including two tests that have dollar amount thresholds. Under today’s order, an investment adviser will be able to charge performance fees if the client has at least $1 million under the management of the adviser, or if the client has a net worth of more than $2 million. Either of these tests must be met at the time of entering into the advisory contract. The previous thresholds were $750,000 and $1.5 million respectively, and were last revised in 1998.
The Dodd-Frank Act requires that the Commission issue an order to adjust for inflation these dollar amount thresholds by July 21, 2011 and every five years thereafter. The Commission published a notice of its intent to issue the order on May 10, 2011. The Commission also proposed amendments to Rule 205-3, which are currently under consideration.
The order will be effective on Sept. 19, 2011, which will be approximately 60 days after its publication in the Federal Register. (Press Rel. 2011-145)
Following is a schedule of Commission meetings, which will be conducted under provisions of the Government in the Sunshine Act. Meetings will be scheduled according to the requirements of agenda items under consideration.
Open meetings will be held in the Auditorium, Room L-002 at the Commission's headquarters building, 100 F Street, N.E., Washington, D.C. Visitors are welcome at all open meetings, insofar as space is available. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record a Commission meeting should notify the Secretary's office 48 hours in advance of the meeting.
Any member of the public who requires auxiliary aids such as a sign language interpreter or material on tape to attend a public meeting should contact SECInterpreter@SEC.gov at least three business days in advance. For any other reasonable accommodation related disability contact DisabilityProgramOfficer or call 202-551-4158.
Open Meeting on July 14, 2011 at 10:00 a.m.
An open meeting will be held to hear oral argument in an appeal by Comverse Technology, Inc. from an initial decision of an administrative law judge.
Comverse is a New York corporation that provides a variety of services in the telecommunications industry through its subsidiaries. Comverse's common stock is registered with the Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934.
On July 22, 2010, the law judge issued his decision finding that Comverse had violated Securities Exchange Act Section 13(a) and Exchange Act Rules 13a-1 and 13a-13 by failing to file quarterly and annual reports for any period after Oct. 31, 2005. The law judge revoked the registration of Comverse's common stock. Subsequent to the issuance of the law judge's decision, Comverse has filed certain annual and quarterly reports.
Comverse does not appeal the law judge's findings of violation but, rather, the law judge's determination to revoke its registration. Exchange Act Section 12(j) authorizes sanctions, including revocation, for reporting violations where it is “necessary or appropriate for the protection of investors.” Issues likely to be considered at oral argument include the extent to which, under the circumstances, sanctions are warranted.
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.
In the Matter of Secured Digital Applications, Inc.
On July 11, 2011, an Administrative Law Judge issued an Initial Decision as to Sentex Sensing Technology, Inc. (Sentex) in Secured Digital Applications, Inc., Admin. Proc. No. 3-14319. The Initial Decision notes the case law holding that compliance with the Commission’s reporting requirements is a primary tool to protect investors. In ordering the revocation of Sentex’s registered securities, the Initial Decision found that its good intentions do not overcome the facts that Sentex has not been able to meet its reporting requirements for five years and no longer represents it can make its filings current before the due date for the Initial Decision. (Initial Decision No. 422; File No. 3-14319)
In the Matter of J.P. Morgan Securities LLC
The Securities and Exchange Commission announced that it has granted to J.P. Morgan Securities LLC (JPMS), on behalf of themselves and their current and future affiliates a waiver of the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act of 1933 (Securities Act) and Section 21E(b)(1)(A)(ii) of the Securities Exchange Act of 1934 (Exchange Act). Those provisions disqualified JPMS and its current and future affiliates from making use of the safe harbor for forward-looking statements provided by Section 27A of the Securities Act and Section 21E of the Exchange Act. The disqualifications arose by virtue of a final judgment entered on July 8, 2011, by the Honorable William J. Martini, United States District Court Judge for the District of New Jersey in Securities and Exchange Commission v. J. P. Morgan Securities LLC, (Case No. 11-cv-03877-WJM-MF), enjoining JPMS from violating Section 15(c)(1)(A) of the Exchange Act. Sections 27A(b) of the Securities Act and 21E(b) of the Exchange Act authorize the Commission to waive the disqualifications. In addition, the Securities and Exchange Commission granted, for good cause shown, JPMS and its affiliates a waiver of the disqualification provisions of Rules 602(b)(4) and 602(c)(2) of the Securities Act that would otherwise be applicable by virtue of the Final Judgment. (Rel. 33-9233; File No. 34-64854)
In the Matter of Janney Montgomery Scott LLC
On July 11, 2011, the Commission announced today the institution and settlement of an enforcement action against Janney Montgomery Scott LLC, a registered broker-dealer based in Philadelphia. The Commission charged Janney with securities law violations for failing to adequately establish, maintain and enforce policies and procedures to prevent the misuse of material, nonpublic information, as required by Section 15(g) of the Securities Exchange Act of 1934.
According to the SEC’s Order, from at least January 2005 through July 2009, Janney’s policies and procedures that governed its Equity Capital Markets division, which oversaw its equity sales, trading, syndicate and research departments, were deficient in a number of ways. In some instances, Janney did not enforce policies and procedures and, therefore, employees and managers did not understand their responsibilities or what procedures were actually in place. In other instances, Janney did not follow the policies and procedures as written. These failures led to inadequate implementation and enforcement of the firm’s written compliance policies and procedures and created the risk that material, nonpublic information could be misused.
Janney’s failures included, for example:
Janney agreed, without admitting or denying the Commission’s findings, to the entry of a Commission Order censuring it, ordering it to cease and desist from committing or causing any violations and any future violations of Section 15(g) of the Exchange Act and ordering it to pay an $850,000 civil penalty.
The Commission Order also requires Janney to comply with undertakings to retain an independent compliance consultant to conduct a comprehensive review, make recommendations and prepare written reports regarding Janney’s policies, practices and procedures relating to Section 15(g) of the Exchange Act, including the prevention of the misuse of material, nonpublic information, and certify in writing that Janney has established and continues to maintain policies, practices and procedures pursuant to Section 15(g) of the Exchange Act that are consistent with the findings of the Order.
This investigation was conducted by Assistant Regional Director Colleen K. Lynch, Senior Counsel Lynn H. O’Connor and Investigator John S. Rymas of the Philadelphia Regional Office. (Rel. 34-64855; File No. 3-14459); (Waiver of Rule 602(c)(3) – Rel. 33-9235)
In the Matter of Jennifer Kim
On July 12, 2011, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (Exchange Act), Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Order) against Jennifer Kim (Kim).
The Order finds that respondent Kim and her supervisor Larry Feinblum, two traders at Morgan Stanley & Co., Inc. (MS & Co. or the firm) engaged in misconduct that had the effect of concealing from risk managers the extent of the risk associated with their proprietary trading and that ultimately contributed to millions of dollars of losses in their trading books. The Order finds that from at least October through December 2009, Kim and her supervisor executed numerous trades in certain securities that they traded for MS & Co. that created risk exposure substantially in excess of internal limits that could be exceeded only with supervisory approval. The Order further finds that to conceal from the firm that this risk exposure exceeded internal risk exposure limitations (the “excessions”), Kim and her supervisor entered in MS & Co.’s risk management system swap orders -- on at least thirty-two occasions -- that they had no intention of executing and that they promptly canceled after entering the orders in the system. The Order also finds that Kim and her supervisor entered these orders for the sole purpose of temporarily and artificially reducing the net risk exposure in the securities, as recorded in certain of the firm’s risk management systems, in order to pursue a strategy that sought to profit from price differences between U.S. and foreign markets. The Order finds that Kim and her supervisor cancelled the swap orders after they knew that the risk management systems had captured false and misleading information about their net risk exposure and continued to execute their arbitrage trading strategy at positions beyond MS and Co.’s net risk limits. As a result of Kim’s and her supervisor’s misconduct, MS & Co. unwound the unauthorized trading positions, ultimately sustaining a loss of approximately $24.47 million.
Based on the above, the Order orders Kim to cease and desist from committing or causing any violations and any future violations of Section 13(b)(5) of the Exchange Act. The Order also bars Kim from association with any broker or dealer with the right to reapply after three (3) years, and requires Kim to pay a $25,000 civil penalty.
In the Matter of Invesco Funds Group, Inc., Aim Advisors, Inc., and Aim Distributors, Inc.
The United States Securities and Exchange Commission has accepted an amended offer of settlement from Invesco Advisers, Inc. (Invesco) and issued an order modifying the undertakings contained in the Oct. 8, 2004 against Invesco Funds Group, Inc., AIM Advisors, Inc. (AIM), and AIM Distributors, Inc. In 2009 AIM merged with Invesco and Invesco assumed all of the undertakings required of AIM in the Order. The modifications to the 2004 order relieve Invesco of its obligations to continue to: (1) undertake bi-annual third party compliance reviews, (2) maintain an internal compliance controls committee, and (3) conduct shareholders’ meetings to elect the Board of Trustees at least every five years. All other provisions of the 2004 order remain in effect. (Rels. 34-64865; IA-3237; IC-29722; File No. 3-11701)
SEC Charges John N. Irwin and Jacklin Associates, Inc. with Participating in Ponzi Scheme Orchestrated by
The Securities and Exchange Commission announced that on July 11, 2011, it filed a settled civil action in the United States District Court in Philadelphia against John N. Irwin (Irwin), a certified public accountant, and his consulting firm, Jacklin Associates, Inc. (Jacklin). The Commission alleges that, from at least February 1995 through December 2008, Irwin and Jacklin participated in a multi-million dollar Ponzi scheme orchestrated and run by Joseph S. Forte (Forte) through his limited partnership Joseph S. Forte, LP (Forte LP). In December 2008, Forte confessed to federal authorities that, for over a decade, he had been operating a Ponzi scheme in which he fraudulently obtained approximately $50 million from roughly 80 investors through the sale of securities in the form of limited partnership interests in Forte LP. Subsequent investigation of Forte’s confession has revealed over 100 investors who collectively invested over $75 million. Forte and Forte LP solicited investors by making misrepresentations regarding, among other things, use of invested funds, investment returns, and investor account balances. On Jan. 7, 2009, the Commission and the United States Commodities Futures Trading Commission filed civil actions against Forte and Forte LP and successfully sought emergency relief that, among other things, froze their assets and enjoined further illegal conduct. SEC v. Forte, et al., 09-CV-0063 (E.D. Pa.); CFTC v. Forte, 09-CV-0064 (E.D. Pa.). In parallel criminal proceedings, Forte pled guilty to charges of wire fraud, mail fraud, bank fraud and money laundering and was sentenced to 15 years in prison. U.S. v. Forte, 09-CR-304 (E.D. Pa.).
The Commission’s complaint against Irwin and Jacklin alleges that they participated in Forte’s scheme by soliciting investors for Forte LP. In doing so, Irwin relied exclusively on Forte’s misrepresentations about Forte LP’s stellar performance and, without performing any due diligence, passed along to investors through Jacklin materially false and misleading information about, among other things, Forte LP’s current value and growth, historical performance, rapid-trading strategy, and retention of an accountant. Irwin, through Jacklin, also performed back office and bookkeeping functions for Forte LP, including creating and issuing to investors false quarterly statements and tax documents prepared based on the false information provided by Forte. In communicating the fraudulent information to investors, Irwin disregarded red flags that should have alerted him that the information that he was passing on was false. Over the course of the fraud, Irwin, through Jacklin, received ill-gotten gains exceeding $5 million in purported fees and trading profits.
Irwin and Jacklin agreed to settle the Commission’s charges, without admitting or denying the allegations in the Commission’s complaint. Under the settlement, which is subject to the court’s approval, Irwin and Jacklin consented to a judgment permanently enjoining them from violating Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933. The judgment also orders the defendants to pay disgorgement plus prejudgment interest, and permits the Commission to ask the court to impose civil penalties, the amounts of which will be determined at a later date. As part of the settlement, Irwin agreed to the entry of an order suspending him from appearing or practicing before the Commission as an accountant. [SEC v. John N. Irwin and Jacklin Associates, Inc., Civil Action No. 11-CV-4429 (PD) (E.D. Pa.)] (LR-22033)
SEC Charges Ronald F. LeGrand and Frederick E. Wheat, Jr. with Making Fraudulent Representations in the Unregistered Offer and Sale of Securities in Mountain Country Partners, LLC
The Securities and Exchange Commission announced today that on July 12, 2011, it filed a settled civil action in the United States District Court for the Southern District of West Virginia against Ronald F. LeGrand (LeGrand), a founder and the sole manager of Mountain Country Partners, LLC (MCP), a West Virginia oil and gas company, and one of his former partners, Frederick E. Wheat (Wheat). The Commission alleges that, from September 2006 through December 2006, LeGrand and Wheat raised over $9.5 million for MCP from approximately 54 investors located throughout the United States through the sale of promissory notes and limited partnership membership interests. These funds were raised primarily via e-mail and in-person solicitations from individuals who attended real estate investment seminars promoted and taught by LeGrand, and were used to purchase the land and other assets of a bankrupt oil and gas company headquartered in West Virginia. At the time of their solicitations, neither LeGrand nor Wheat was experienced in working or investing in the oil and gas industry. Despite this inexperience, LeGrand and Wheat solicited investors by making material misrepresentations and omissions regarding the investment, including the degree of risk, amount of expected returns, value of the company’s assets, and the guaranteed return of principal and interest within as little as 90 days. In addition, LeGrand and Wheat failed to register MCP’s securities offerings, although no exemption from registration applies. To date, MCP has been unable to repay investors the returns promised by LeGrand and Wheat.
LeGrand and Wheat agreed to settle the Commission’s charges, without admitting or denying the allegations in the Commission’s complaint. Under the settlement, which is subject to the court’s approval, LeGrand and Wheat consented to a judgment permanently enjoining them from violating Sections 5(a), 5(c), 17(a)(2) and 17(a)(3) of the Securities Act of 1933. The judgment also orders LeGrand to pay a civil penalty in the amount of $150,000. [SEC v. Ronald F. LeGrand and Frederick E. Wheat, Jr., Civil Action No. 2:11-CV-0474 (S.D. W.Va.)] (LR-22034)
SEC Obtains Final Judgment Following Jury Verdict Against Ran H. Furman, Former CFO of Island Pacific
On July 8, 2011, following a Feb. 25, 2011 jury verdict in favor of the Commission and partial summary judgment granted in the Commission’s favor on Nov. 18, 2009, the Honorable William Q. Hayes of the United States District Court for the Southern District of California issued a final judgment permanently enjoining Ran H. Furman, the former CFO of Island Pacific, Inc., and a resident of San Diego, California, from violating the antifraud, books and records, lying to auditors, and certification provisions of the federal securities laws, prohibiting him for seven years from acting as an officer or director of a public company, and assessing a $75,000 civil penalty.
On Sept. 4, 2008, the Securities and Exchange Commission filed a Complaint alleging that Island Pacific improperly recorded and reported $3.9 million in revenue from a sham transaction that was based on a License Agreement that had been altered by Furman, unbeknownst to the other party to the transaction. In its June 23, 2011 Order granting relief, the Court found, among other things, “the evidence presented at trial and on summary judgment demonstrates that Furman knowingly participated in and facilitated the alteration of the License Agreement, [engaged in] repeated violations of GAAP and the company’s revenue recognition policy, [participated in] the firing of [a whistle-blowing company employee] and [made] repeated misrepresentations to the auditors” which merited imposition of requested relief. The Court further concluded that “Furman played an essential and knowing role in the securities law violations at issue.”
The Court permanently enjoined Furman from future violations of the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, the record-keeping and internal control provisions of Section 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder, the false statements to auditors provisions of Exchange Act Rule 13b2-2, and the officer certification provisions of Rule 13a-14 of the Exchange Act, and aiding and abetting violations of the issuer reporting provisions of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder. In addition, the Court prohibited Furman from acting as an officer or director of a public company for a period of seven years and assessed a third tier civil penalty of $75,000.
Previously, on Oct. 16, 2008, the Court entered final judgments of permanent injunction and other relief against Island Pacific and former CEOs Barry M. Schechter and Harvey Braun, pursuant to their consents, and on Oct. 24, 2008, the Commission instituted an administrative proceeding against Schechter, pursuant to which he was permanently suspended from appearing or practicing before the Commission as an accountant. For additional information, see Lit. Rel. No. 21327 (Sept. 5, 2008) and Rel. No. 34-58849 (Oct. 24, 2008). [SEC v. Retail Pro, Inc. (Fka Island Pacific, Inc.), et al., Civil Action No. 08 Cv 1620 Wqh (Rbb) (S.D. Cal.)] (LR-22035)
J.P. Morgan Securities LLC, et al.
The Commission has issued a temporary order to J.P. Morgan Securities LLC, et al. under Section 9(c) of the Investment Company Act with respect to an injunction issued by the U.S. District Court for the District of New Jersey on July 8, 2011. The temporary order exempts J.P. Morgan Securities LLC (JPMS), Bear Stearns Asset Management Inc., Bear Stearns Health Innoventures Management, L.L.C., BSCGP Inc., Constellation Growth Capital LLC, Constellation Ventures Management II, LLC, Highbridge Capital Management, LLC, JF International Management Inc., JPMorgan Asset Management (UK) Limited, JPMorgan Distribution Services, Inc., J.P. Morgan Institutional Investments, Inc., J.P. Morgan Investment Management Inc., J.P. Morgan Latin America Management Company, LLC, J.P. Morgan Partners, LLC, J.P. Morgan Private Investments Inc., OEP Co-Investors Management II, Ltd., OEP Co-Investors Management III, Ltd., Security Capital Research & Management Incorporated, Sixty Wall Street GP Corporation, Sixty Wall Street Management Company, LLC, and Technology Coinvestors Management, LLC, as well as companies of which JPMS is or becomes an affiliated person, from the provisions of Section 9(a) of the Act until the Commission takes final action on an application for a permanent order. The Commission also has issued a notice giving interested persons until Aug. 5, 2011 to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC-29719 – July 11)
FQF Trust, et al.
A notice has been issued giving interested persons until Aug. 5, 2011, to request a hearing on an application filed by FQF Trust, et al., for an order to permit: (a) series of certain open-end management investment companies whose portfolios will consist of the component securities of a securities index to issue shares (Shares) redeemable in large aggregations only (Creation Units); (b) secondary market transactions in Shares to occur at negotiated market prices; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days after the tender of Shares for redemption; (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units; and (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares. (Rel. IC-29720 – July 11)
Highmark Funds, et al.
An order has been issued on an application filed by HighMark Funds, et al. under Section 6(c) of the Investment Company Act for an exemption from Rule 12d1-2(a) under the Act. The order permits open-end management investment companies relying on Rule 12d1-2 under the Act to invest in certain financial instruments. (Rel. IC-29721 – July 12)
A proposed rule change filed by Chicago Board Options Exchange relating to PAR Official Fees in Volatility Index Options (SR-CBOE-2011-057) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of July 11. (Rel. 34-64834)
A proposed rule change filed by Chicago Stock Exchange (SR-CHX-2011-16) to alter its Fee Schedule to increase its SRO, DEA and Off-Exchange trader fees 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 July 11. (Rel. 34-64850)
A proposed rule change filed by the Chicago Board Options Exchange (SR-CBOE-2011-062) to amend its Fees Schedule regarding Automated Improvement Mechanism Fees 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 July 11. (Rel. 34-64851)
A proposed rule change filed by The NASDAQ Stock Market (SR-NASDAQ-2011-092) to extend fee pilot program for NASDAQ Last Sale 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 July 11. (Rel. 34-64856)
A proposed rule change filed by NYSE Arca (SR-NYSEArca-2011-45) to amend NYSE Arca Equities Rule 7.31(b) to add text describing how Limit Orders priced a specified percentage away from the National Best Bid or Offer will be rejected by Exchange systems has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of July 11. (Rel. 34-64857)
Proposed Rule Change
International Securities Exchange filed a proposed rule change (SR-ISE-2011-39) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 relating to complex orders. Publication is expected in the Federal Register during the week of July 11. (Rel. 34-64853)
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 AMERICAN APPAREL, INC, 747 WAREHOUSE STREET, LOS ANGELES, CA, 90021, 213-488-0226 - 10,000,000 ($8,950,000.00) Equity, (File 333-175430 - Jul. 11) (BR. 09B) S-8 WORLD HEART CORP, 4750 WILEY POST WAY, SUITE 120, SALT LAKE CITY, UT, 84116, 801-355-6255 - 0 ($723,750.00) Equity, (File 333-175431 - Jul. 11) (BR. 10C) S-1 KV PHARMACEUTICAL CO /DE/, ONE CORPORATE WOODS DRIVE, BRIDGETON, MO, 63044, 3146456600 - 0 ($225,000,000.00) Non-Convertible Debt, (File 333-175432 - Jul. 11) (BR. 01B) S-4 METROPOLITAN HEALTH NETWORKS INC, 777 YAMATO ROAD, SUITE 510, BOCA RATON, FL, 33431, 5618058500 - 0 ($13,357,531.00) Equity, (File 333-175433 - Jul. 11) (BR. 01B) S-1 EMMAUS HOLDINGS, INC., 20725 S. WESTERN AVE., SUITE 136, TORRANCE, CA, 90501, 310-214-0065 - 2,922,250 ($39,939,000.00) Equity, (File 333-175434 - Jul. 11) (BR. 09) S-3ASR GULFPORT ENERGY CORP, 14313 NORTH MAY AVENUE, SUITE 100, OKLAHOMA CITY, OK, 73134, 4058488807 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-175435 - Jul. 11) (BR. 04C) S-11 Sabra Health Care REIT, Inc., 18500 VON KARMAN, SUITE 550, IRVINE, CA, 92612, 888-393-8248 - 0 ($172,500,000.00) Equity, (File 333-175436 - Jul. 11) (BR. 08A) S-8 LIME ENERGY CO., 1280 LANDMEIER ROAD, ELK GROVE, IL, 60007, 8474371666 - 0 ($1,503,000.00) Equity, (File 333-175437 - Jul. 11) (BR. 10B) S-1 General Finance CORP, 39 EAST UNION STREET, PASADENA, CA, 91103, 626-584-9722 - 0 ($300,000.00) Equity, (File 333-175458 - Jul. 11) (BR. 02C) S-8 CRIMSON EXPLORATION INC., 717 TEXAS AVENUE, SUITE 2900, HOUSTON, TX, 77002, 7132367400 - 2,000,000 ($7,380,000.00) Equity, (File 333-175459 - Jul. 11) (BR. 04C) S-8 BRAINSTORM CELL THERAPEUTICS INC, 110 EAST 59TH STREET, NEW YORK, NY, 10019, 250-519-0553 - 5,000,000 ($2,300,000.00) Equity, (File 333-175460 - Jul. 11) (BR. 01B) S-4 Energy Transfer Equity, L.P., 3738 OAK LAWN AVENUE, DALLAS, TX, 75219, 2149810700 - 0 ($2,579,540,000.00) Limited Partnership Interests, (File 333-175461 - Jul. 11) (BR. 02B) S-1 CAMCO FINANCIAL CORP, 814 WHEELING AVENUE, CAMBRIDGE, OH, 43725, 7404352020 - 0 ($22,500,000.00) Equity, (File 333-175462 - Jul. 11) (BR. 07C) S-8 Total Nutraceutical Solutions, Inc., PO BOX 910, STEVENSON, WA, 98648, 509-427-5132 - 15,000,000 ($600,000.00) Equity, (File 333-175463 - Jul. 11) (BR. 11A) S-8 FIRST NIAGARA FINANCIAL GROUP INC, 6950 SOUTH TRANSIT ROAD, PO BOX 514, LOCKPORT, NY, 14095, 7166257500 - 0 ($1.00) Other, (File 333-175464 - Jul. 11) (BR. 07B) S-1 IntelGenx Technologies Corp., 6425 ABRAMS, VILLE SAINT LAURENT, A8, H4S 1X9, 514-331-7440 - 10,317,672 ($6,055,605.60) Equity, (File 333-175465 - Jul. 11) (BR. 01B) S-1 NEXT FUEL, INC., 210 WALFORD WAY, CARY, NC, 27519, (919)414-1458 - 1,400,000 ($6,335,000.00) Equity, (File 333-175466 - Jul. 11) (BR. 09) S-3ASR WINTRUST FINANCIAL CORP, 727 N BANK LANE, LAKE FOREST, IL, 60045, 8476154096 - 0 ($17,211,200.00) Equity, (File 333-175467 - Jul. 11) (BR. 07C) S-3 Bacterin International Holdings, Inc., 600 CRUISER LANE, BELGRADE, MT, 59714, 406-388-0480 - 5,293,181 ($13,947,531.94) Equity, (File 333-175469 - Jul. 11) (BR. 01A) S-4 NRG ENERGY, INC., 211 CARNEGIE CENTER, -, PRINCETON, NJ, 08540, 609-524-4500 - 0 ($1,200,000,000.00) Debt, (File 333-175470 - Jul. 11) (BR. 02A) S-11 ALDA OFFICE PROPERTIES, INC., 315 S. BEVERLY DRIVE, SUITE 211, LOS ANGELES, CA, 90212, 310-734-2300 - 0 ($18,000,000.00) Equity, (File 333-175471 - Jul. 11) (BR. ) S-8 MedQuist Holdings Inc., 9009 CAROTHERS PARKWAY, FRANKLIN, TN, 37067, 866-295-4600 - 4,533,963 ($58,397,443.44) Equity, (File 333-175472 - Jul. 11) (BR. 03C) S-1 MacDermid Group Inc., 245 FREIGHT STREET, WATERBURY, CT, 06702, 203-575-5646 - 0 ($200,000,000.00) Equity, (File 333-175473 - Jul. 11) (BR. ) S-8 MedQuist Holdings Inc., 9009 CAROTHERS PARKWAY, FRANKLIN, TN, 37067, 866-295-4600 - 0 ($26,194,821.00) Equity, (File 333-175474 - Jul. 11) (BR. 03C) S-1 GSE Holding, Inc., 10 SOUTH WACKER DR., SUITE 3175, CHICAGO, IL, 60606, 281-443-8564 - 0 ($143,750,000.00) Equity, (File 333-175475 - Jul. 11) (BR. )
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 ACRO INC. NV 5.01,9.01 07/05/11 ACURA PHARMACEUTICALS, INC NY 3.01,5.02,8.01,9.01 07/06/11 AMERICAN APPAREL, INC DE 2.02,9.01 07/07/11 American Realty Capital Properties, I MD 1.01,8.01,9.01 07/07/11 AMERICAN SUPERCONDUCTOR CORP /DE/ DE 2.02,4.02,9.01 07/06/11 AMREP CORP. OK 5.02,5.03,9.01 07/07/11 ANNALY CAPITAL MANAGEMENT INC MD 8.01,9.01 07/11/11 Antero Resources Finance Corp DE 1.01,9.01 07/08/11 Apollo Global Management LLC DE 8.01,9.01 07/08/11 APPLIED ENERGETICS, INC. DE 5.02,8.01 07/05/11 ARCH CHEMICALS INC VA 1.01,8.01,9.01 07/10/11 ARES CAPITAL CORP MD 7.01,9.01 07/11/11 Armour Residential REIT, Inc. MD 7.01,9.01 07/11/11 ATLAS PIPELINE PARTNERS LP DE 1.01,2.03,7.01,9.01 07/08/11 ATTUNE RTD NV 7.01 07/08/11 Banyan Rail Services Inc. DE 5.03,9.01 07/05/11 BASSETT FURNITURE INDUSTRIES INC VA 2.01,9.01 05/02/11 AMEND BAY BANKS OF VIRGINIA INC VA 5.02,5.03,9.01 07/06/11 BELDEN INC. DE 5.02 07/11/11 Bergio International, Inc. DE 8.01 07/08/11 Bluerock Enhanced Multifamily Trust, MD 1.01,1.02 07/11/11 BRINKS CO VA 5.02,5.03,8.01,9.01 07/07/11 BUTLER NATIONAL CORP DE 8.01,9.01 07/11/11 CADIZ INC DE 8.01,9.01 07/08/11 CATO CORP DE 5.02 07/11/11 CEDAR FAIR L P DE 5.07 07/07/11 Celsion CORP DE 5.07 06/10/11 CHEVRON CORP DE 2.02 07/11/11 China Biologic Products, Inc. 8.01,9.01 07/11/11 CHINA RECYCLING ENERGY CORP 1.01,2.01,2.03 06/28/11 CHINA VITUP HEALTH CARE HOLDINGS, INC 4.01,9.01 07/07/11 CHINA YIDA HOLDING, CO. 8.01 06/24/11 CITY NATIONAL BANCSHARES CORP NJ 5.02 06/30/11 CLAIRES STORES INC DE 5.02 07/08/11 Clean Energy Fuels Corp. DE 1.01,2.03,3.02,9.01 07/11/11 COMPUWARE CORP MI 1.01,2.03,9.01 06/30/11 COSTAR GROUP INC DE 8.01,9.01 07/11/11 CRACKER BARREL OLD COUNTRY STORE, INC TN 1.01,1.02,2.03,7.01, 07/08/11 9.01 CRAWFORD & CO GA 7.01,9.01 07/11/11 Debut Broadcasting Corporation, Inc. NV 1.01,2.03,9.01 06/30/11 DELCATH SYSTEMS INC DE 5.02,9.01 07/06/11 DIGIRAD CORP DE 5.02,9.01 07/11/11 Divine Skin Inc. FL 4.01,9.01 06/29/11 AMEND DREAMS INC UT 1.01,9.01 07/07/11 DYNEGY INC. DE 7.01,9.01 07/10/11 DYNEGY INC. DE 5.02,7.01,9.01 07/05/11 EARTHLINK INC DE 8.01,9.01 06/16/11 AMEND ECOLOGY COATINGS, INC. NV 3.02 07/11/11 eCrypt Technologies, Inc. CO 5.02,9.01 07/05/11 ELECSYS CORP KS 2.02,9.01 07/11/11 Emergent Health Corp. NV 8.01 06/30/11 Encore Energy Partners LP DE 1.01,7.01,9.01 07/11/11 ENXNET INC OK 7.01,9.01 07/11/11 EVERGREEN SOLAR INC DE 3.01,8.01 07/05/11 ExamWorks Group, Inc. DE 2.03,9.01 07/07/11 FASTENAL CO MN 7.01,9.01 07/11/11 FEDERAL REALTY INVESTMENT TRUST MD 1.01,1.02,2.03,9.01 07/07/11 FIRST RELIANCE BANCSHARES INC SC 5.02 07/08/11 Ford Credit Auto Lease Trust 2011-A DE 1.01,9.01 07/05/11 FULLER H B CO MN 5.02 07/07/11 GENEREX BIOTECHNOLOGY CORP DE 1.01,5.03,9.01 07/08/11 GLOBE SPECIALTY METALS INC 5.02 07/05/11 GROUP 1 AUTOMOTIVE INC DE 7.01,9.01 07/07/11 Grubb & Ellis Healthcare REIT II, Inc MD 7.01,9.01 07/11/11 Grubb & Ellis Healthcare REIT II, Inc MD 9.01 06/30/11 AMEND Guanwei Recycling Corp. NV 8.01,9.01 07/11/11 High Plains Gas, Inc. NV 1.01 07/11/11 AMEND Homeland Security Capital CORP DE 2.01,9.01 07/05/11 Horsehead Holding Corp 2.02,9.01 07/11/11 Hubei Minkang Pharmaceutical Ltd. NV 1.01,8.01,9.01 07/08/11 I-LEVEL MEDIA GROUP INC NV 5.02,5.03,8.01,9.01 08/04/09 IMMUCOR INC GA 8.01 07/11/11 IMPAX LABORATORIES INC DE 5.02,9.01 07/05/11 Imperial Resources, Inc. 3.02 07/11/11 INLAND WESTERN RETAIL REAL ESTATE TRU MD 7.01,9.01 07/11/11 INNSUITES HOSPITALITY TRUST OH 5.07 07/07/10 INSIGHT ENTERPRISES INC DE 5.02 07/08/11 INVESTMENT TECHNOLOGY GROUP INC DE 8.01,9.01 07/11/11 ITT Corp IN 7.01,9.01 07/11/11 ITT Corp IN 8.01,9.01 07/05/11 IVANY NGUYEN, INC. DE 5.03,9.01 07/06/11 JOE'S JEANS INC. DE 2.02,9.01 07/11/11 KBS Legacy Partners Apartment REIT, I MD 5.07 07/08/11 KBS Real Estate Investment Trust II, MD 5.07 07/08/11 KBS Real Estate Investment Trust III, MD 1.01 07/08/11 KBS Real Estate Investment Trust, Inc MD 5.07 07/08/11 KBS Strategic Opportunity REIT, Inc. MD 5.07 07/08/11 Keyuan Petrochemicals, Inc. NV 3.01,9.01 07/05/11 Keyuan Petrochemicals, Inc. NV 3.01,9.01 07/11/11 Kraton Performance Polymers, Inc. DE 5.02 07/05/11 KV PHARMACEUTICAL CO /DE/ DE 8.01,9.01 07/08/11 LEXICON UNITED INC DE 1.01,5.01,5.02,5.03, 07/11/11 5.07,9.01 LIVEDEAL INC NV 8.01 07/05/11 LOCATEPLUS HOLDINGS CORP 5.02 07/05/11 LoopNet, Inc. DE 5.07,8.01,9.01 07/11/11 LTS Nutraceuticals, Inc. NV 8.01 07/08/11 Man AHL FuturesAccess LLC DE 8.01,9.01 07/08/11 Measurement Specialties Inc NJ 1.01,9.01 07/08/11 MECHANICAL TECHNOLOGY INC NY 5.02,9.01 07/05/11 MGT CAPITAL INVESTMENTS INC DE 8.01,9.01 07/08/11 MICROCHIP TECHNOLOGY INC DE 2.02,9.01 07/11/11 ML Aspect FuturesAccess LLC DE 8.01,9.01 07/08/11 ML BlueTrend FuturesAccess LLC DE 8.01,9.01 07/08/11 ML Systematic Momentum FuturesAccess DE 8.01,9.01 07/08/11 ML Transtrend DTP Enhanced FuturesAcc DE 8.01,9.01 07/08/11 ML TREND-FOLLOWING FUTURES FUND L.P. DE 8.01,9.01 07/08/11 ML Winton FuturesAccess LLC DE 8.01,9.01 07/08/11 MOSAIC CO 8.01,9.01 07/11/11 MultiCell Technologies, Inc. DE 1.01,8.01,9.01 07/11/11 NCR CORP MD 8.01,9.01 07/11/11 NELNET INC NE 8.01,9.01 07/08/11 NetApp, Inc. CA 1.01,2.03 07/08/11 NeuMedia, Inc. DE 5.02 06/27/11 NEW ENERGY TECHNOLOGIES, INC. 1.01,7.01,9.01 07/05/11 NEWPORT CORP NV 1.01,7.01,9.01 07/06/11 NORTHEAST COMMUNITY BANCORP INC X1 8.01,9.01 07/11/11 NOVELLUS SYSTEMS INC CA 2.02,9.01 07/11/11 Nuance Communications, Inc. DE 5.02 07/05/11 NYXIO TECHNOLOGIES Corp NV 1.01,2.01,3.02,5.01, 07/05/11 5.02,9.01 OCLARO, INC. DE 5.02 07/05/11 Oncologix Tech Inc. NV 1.01 07/06/11 ORIENT EXPRESS HOTELS LTD D0 5.02,9.01 07/08/11 PAYCHEX INC DE 5.02 07/06/11 PDL BIOPHARMA, INC. DE 8.01,9.01 07/07/11 Perfumania Holdings, Inc. FL 7.01,9.01 07/07/11 Polypore International, Inc. 5.02,9.01 07/11/11 POZEN INC /NC 1.01,9.01 07/05/11 PPL Corp 5.02,7.01,9.01 07/11/11 PROFESSIONAL VETERINARY PRODUCTS LTD NE 7.01,9.01 07/11/11 PROVIDENT COMMUNITY BANCSHARES, INC. 3.01 07/07/11 R F INDUSTRIES LTD NV 5.02 07/05/11 RADIANT SYSTEMS INC GA 8.01,9.01 07/11/11 RADISYS CORP OR 2.01,3.02,5.02,8.01, 07/07/11 9.01 RAPTOR NETWORKS TECHNOLOGY INC 1.01,2.01,2.04 07/05/11 REDtone Asia Inc NV 5.02 07/08/11 REX ENERGY CORP DE 2.02,9.01 07/11/11 ROADSHIPS HOLDINGS, INC. DE 5.02,9.01 07/10/11 Rockville Financial, Inc. /CT/ CT 5.02,9.01 07/11/11 Sabra Health Care REIT, Inc. MD 1.01,7.01,8.01,9.01 07/08/11 Sabra Health Care REIT, Inc. MD 2.01,9.01 05/03/11 AMEND SANGAMO BIOSCIENCES INC DE 5.02,9.01 06/17/11 SARATOGA RESOURCES INC /TX TX 7.01,9.01 07/07/11 SCANSOURCE INC SC 2.02,9.01 07/11/11 SEAHAWK DRILLING, INC. DE 7.01,9.01 07/08/11 Sebring Software, Inc. NV 1.01,2.01,9.01 07/06/11 SELECTICA INC DE 5.02 07/06/11 SELECTIVE INSURANCE GROUP INC NJ 7.01,9.01 07/11/11 SEQUENOM INC DE 1.01 07/08/11 SOUTH AMERICAN GOLD CORP. NV 9.01 04/25/11 AMEND SOUTHERN CONNECTICUT BANCORP INC CT 5.02 07/07/11 SPANISH BROADCASTING SYSTEM INC DE 3.03,5.03,9.01 07/11/11 Spectrum Brands Holdings, Inc. DE 5.02,8.01,9.01 07/05/11 STARBUCKS CORP WA 5.02,7.01,9.01 07/11/11 STATE INVESTORS BANCORP, INC. 5.02 07/06/11 STERLING GROUP VENTURES INC NV 2.01,9.01 07/08/11 STILLWATER MINING CO /DE/ DE 8.01,9.01 07/11/11 STILLWATER MINING CO /DE/ DE 8.01,9.01 07/11/11 STILLWATER MINING CO /DE/ DE 1.01,9.01 07/11/11 STILLWATER MINING CO /DE/ DE 2.02,9.01 07/11/11 AMEND STILLWATER MINING CO /DE/ DE 7.01,9.01 07/11/11 AMEND Suspect Detection Systems, Inc. DE 5.02 07/07/11 SYNOVUS FINANCIAL CORP GA 5.02 07/11/11 TECHNICAL COMMUNICATIONS CORP MA 1.01,9.01 07/05/11 TECHPRECISION CORP 4.01 07/06/11 TESSERA TECHNOLOGIES INC DE 7.01,9.01 07/11/11 THERMOENERGY CORP DE 3.02,5.03,8.01,9.01 05/31/11 Thermon Holding Corp. DE 2.04,9.01 07/11/11 Timberline Resources Corp DE 7.01,9.01 07/11/11 Titan Holding Group, Inc. FL 3.02 07/11/11 TNP Strategic Retail Trust, Inc. MD 4.01,9.01 07/05/11 TRICO MARINE SERVICES INC DE 7.01,9.01 07/08/11 TRUE RELIGION APPAREL INC DE 8.01 07/05/11 TRW AUTOMOTIVE HOLDINGS CORP DE 8.01,9.01 07/11/11 United Continental Holdings, Inc. DE 8.01,9.01 07/08/11 URANIUM ENERGY CORP NV 1.01,9.01 07/07/11 US ENERGY CORP WY 8.01,9.01 07/11/11 Vanguard Natural Resources, LLC DE 1.01,7.01,9.01 07/11/11 VENTAS INC DE 1.01,2.01,2.03,5.02, 07/01/11 5.03,9.01 Viper Resources,Inc. NV 4.01,9.01 07/06/11 VOLT INFORMATION SCIENCES, INC. NY 7.01,9.01 07/07/11 WABCO Holdings Inc. DE 1.01,1.02,2.03,9.01 07/08/11 WACCAMAW BANKSHARES INC NC 8.01,9.01 07/05/11 Wells Timberland REIT, Inc. MD 1.01 07/11/11 Wind Works Power Corp. NV 1.01,9.01 07/06/11 ZANETT INC DE 3.01,9.01 07/11/11 ZHONG SEN INTERNATIONAL TEA CO FL 3.02 06/30/11 ZHONGPIN INC. DE 4.01,9.01 07/06/11