SEC to Publish For Public Comment Updated Market-Wide Circuit Breaker Proposals to Address Extraordinary Market Volatility
The Securities and Exchange Commission today announced that the national securities exchanges and the Financial Industry Regulatory Authority (FINRA) are filing proposals to revise existing market-wide circuit breakers that are designed to address extraordinary volatility across the securities markets. When triggered, these circuit breakers halt trading in all exchange-listed securities throughout the U.S. markets.
The proposals being filed today would update the market-wide circuit breakers by among other things reducing the market decline percentage thresholds necessary to trigger a circuit breaker, shortening the duration of the resulting trading halts, and changing the reference index used to measure a market decline.
If approved by the Commission, the new market-wide circuit breaker rules would replace the existing market-wide circuit breakers, which were originally adopted in October 1988 and have only been triggered on one day in 1997.
“This new market-wide circuit breaker together with the other post-Flash Crash measures is designed to reduce extraordinary volatility in our markets,” said SEC Chairman Mary Schapiro. “We look forward to reviewing the comments, including any views on how the proposed circuit breaker changes might work together with the proposed limit up-limit down mechanism for individual securities.”
The SEC will seek comment on the proposed rule changes, which are subject to Commission approval following a 21-day public comment period.
Market-Wide Circuit Breaker Proposal
The proposals would revise the existing market-wide circuit breakers by:
The market-wide circuit breakers were not triggered during the severe market disruption of May 6, 2010, which led the exchanges and FINRA in consultation with SEC staff to assess whether the circuit breakers needed to be modified or updated in light of today’s market structure. In addition, the Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues recommended in February 2011 that the SEC and CFTC review the current operation of the market-wide circuit breakers, and consider appropriate modifications.
Other Post-May 6 Actions
The SEC has undertaken other initiatives to respond to the events of May 6, including:
The Commission also is considering a proposal by the exchanges and FINRA to establish a “limit up-limit down” mechanism to address extraordinary market volatility in individual securities.
In addition, the SEC has:
The proposed rules will be available on the SEC’s website. The Commission intends to promptly publish the proposed rules in the Federal Register for a 21-day public comment period, and then will review the comments received on the proposals. (2011-190)
Kara Novaco Brockmeyer Named Chief of FCPA Unit
The Securities and Exchange Commission’s Division of Enforcement announced today that Kara Novaco Brockmeyer has been named Chief of its nationally specialized Foreign Corrupt Practices Act Unit that focuses on violations of the anti-bribery provisions of the federal securities laws.
Ms. Brockmeyer has been serving as an Assistant Director in the Enforcement Division and supervising a number of complex investigations involving violations of the Foreign Corrupt Practices Act (FCPA), which prohibits U.S. companies from bribing foreign officials to obtain government contracts and other business. Ms. Brockmeyer spearheaded the SEC’s investigation of Halliburton Co., KBR Inc., Technip S.A., and ENI S.p.A. for FCPA violations resulting from a decades-long bribery scheme in Nigeria. The SEC’s actions in this matter together with the Department of Justice resulted in the recovery of $1.2 billion of ill-gotten gains and criminal penalties.
In addition to her significant FCPA experience, Ms. Brockmeyer has served as the co-head of the Division’s Cross Border Working Group, a proactive risk-based initiative focusing on U.S. companies with substantial foreign operations. Ms. Brockmeyer’s efforts on the Cross Border Working Group have resulted in several recent significant enforcement actions, including the Commission’s first stop orders for post-effective registration statements due to the resignation of the companies’ independent auditor.
“Kara’s creativity and perseverance is reflected in her outstanding efforts and results over the years in fulfilling the Commission’s mission of investor protection,” said Robert Khuzami, Director of the SEC’s Division of Enforcement. “Enforcement of the FCPA remains a high priority for the Division, and adding Kara’s talent to the exceptional ability and dedication of the members of the Foreign Corrupt Practices Act Unit will further enhance our anti-corruption program.”
Ms. Brockmeyer said, “I am looking forward to the privilege of leading the Foreign Corrupt Practices Act Unit and its dedicated and talented staff.”
Ms. Brockmeyer is filling the position previously held by Cheryl Scarboro, who left the agency in June after serving as the first chief of the unit.
Ms. Brockmeyer joined the SEC in 2000 following several years in private practice. She started supervising investigations in 2002 and was promoted to Assistant Director in 2005. In addition to FCPA investigations, Ms. Brockmeyer has substantial experience supervising matters involving financial fraud, insider trading, market manipulation, and violations by regulated entities.
Ms. Brockmeyer received her law degree magna cum laude from the University of Michigan Law School and her undergraduate degree cum laude from Williams College. (Press Rel. 2011-192)
In the Matter of Maxicare Health Plans Inc.
An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations By Default as to One Respondent (Default Order) in Maxicare Health Plans Inc., Admin. Proc. No. 3-14462. 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 registrations of each class of registered securities of Maxicare Health Plans, Inc., pursuant to Section 12(j) of the Securities Exchange Act of 1934.
Respondents MetroConnect, Inc., Microislet, Inc., Mobicom Corp., and North American Scientific, Inc., have been defaulted. See Maxicare Health Plans, Inc., Exchange Act Release. No. 65193 (August 25, 2011). MTI Technology Corp. is currently negotiating a settlement with the Division of Enforcement. (Rel. 34-65402; File No. 3-14462)
Commission Revokes Registration of Securities of Silver Star Capital Holdings, Inc. for Failure to Make Required Periodic Filings
On September 27, 2011, the Commission revoked the registration of each class of registered securities of Silver Star Capital Holdings, Inc. (Silver Star Capital) for failure to make required periodic filings with the Commission.
Without admitting or denying the findings in the Order, except as to jurisdiction, which it admitted, Silver Star Capital consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Silver Star Capital Holdings, Inc. finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of Silver Star Capital’s securities pursuant to Section 12(j) of the Exchange Act. This Order settled the proceedings brought against Silver Star Capital in In the Matter of SFH II Acquisition Corp., et al., Administrative Proceeding File No. 3-14453.
Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:
For further information see Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934, In the Matter of SFH II Acquisition Corp., et al., Administrative Proceeding File No. 3-14453, Exchange Act Release No. 64811, July 5, 2011. (Rel. 34-65403; File No. 3-14453)
RBC Capital Markets, LLC to Pay $30.4 Million to Settle SEC Charges Related to Sale of Unsuitable CDO Investments to Wisconsin School Districts
On September 27, 2011, the Securities and Exchange Commission announced that RBC Capital Markets, LLC (RBC Capital) will pay $30.4 million to settle SEC charges that it violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 in connection with the sale of unsuitable CDO investments to five Wisconsin school districts and its inadequate disclosures regarding the risks associated with those investments.
The SEC’s Order found that RBC Capital marketed and sold to trusts created by the school districts $200 million of credit-linked notes that were tied to the performance of synthetic collateralized debt obligations (CDOs). The SEC’s Order found that the school districts contributed $37.3 million of district funds to the investments, with the remainder of the investment coming from funds borrowed by the trusts. The sales took place despite significant concerns within RBC Capital about the suitability of the product for municipalities like the school districts. RBC Capital’s marketing materials failed to explain adequately the risks associated with the investments.
According to the SEC’s Order, the five school districts are Kenosha Unified School District No. 1, Kimberly Area School District, School District of Waukesha, West Allis-West Milwaukee School District, and School District of Whitefish Bay. The board members and business managers for the school districts had no prior experience investing in CDOs or instruments tied to CDOs. Compared to the typical buyers of instruments tied to CDOs, the school districts were not sophisticated investors. The SEC’s Order finds that the school districts lacked sufficient knowledge and sophistication to appreciate the nature of such investments.
RBC Capital consented to the entry of the SEC’s Order without admitting or denying any of its findings. The Order censured RBC Capital and directed that it cease and desist from committing or causing any violations and any future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933, which among other things prohibit obtaining money by means of an untrue statement of material fact and engaging in any transaction, practice, or course of business that operates as a fraud or deceit upon the purchaser. RBC Capital agreed to pay disgorgement of $6.6 million, prejudgment interest of $1.8 million, and a civil money penalty of $22 million. Under terms of the settlement, RBC Capital will pay the entire amount ordered, $30.4 million, in varying amounts to the school districts, pursuant to the Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002.
In a related case, filed on August 10, 2011 in federal court in Milwaukee, the Commission charged St. Louis-based brokerage firm Stifel, Nicolaus & Co. and a former senior executive with fraudulent misconduct in connection with the same sale of the CDO investments to the school districts. See Litigation Rel. No. 22064 (Aug. 10, 2011). That case remains pending. (Rel. 33-9262; 34-65404; IA-3289; File No. 3-14564)
In the Matter of LPB Capital d/b/a Family Office Group, LLC, and Gary J. Pappas
On September 27, 2011, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act of 1940 and Rule 102(e) of the Commission’s Rules of Practice (Order) against LPB Capital d/b/a Family Office Group, LLC (Family Office) and Gary J. Pappas (Pappas) (jointly Respondents).
The Division of Enforcement alleges that, between June 2008 and May 2010, Family Office, a registered investment adviser headquartered in Pinehurst, North Carolina, and Pappas, the firm’s founder, majority owner, Chief Executive Officer, and Chief Compliance Officer, misrepresented the firm’s assets under management in Form ADV filings and other documents provided to the Commission staff. The Division of Enforcement alleges that Pappas, who was licensed as a Certified Public Accountant from April 1990 through December 2008, knowingly inflated Family Office’s assets under management by, among other things, including estimated values of prospective clients’ assets in various calculations of Family Office’s assets under management, which were included in the firm’s Form ADV filings and other documents provided to the Commission staff. According to the Order, Family Office falsely claimed to have as much as $128.6 million of assets under management, when the true amount ranged between approximately $6 million and $13 million, making Family Office ineligible for registration with the Commission. The Division of Enforcement alleges that Family Office failed to disclose its precarious financial condition to clients.
As alleged in the Order, Family Office willfully violated Sections 203A, 204, 206(4), and 207 of the Investment Advisers Act of 1940 (Advisers Act) and Rules 204-2(a)(8) and 206(4)-4(a)(1) thereunder, and Pappas willfully violated Section 207 of the Advisers Act, and willfully aided and abetted, and/or caused Family Office’s violations of Sections 203A, 204, and 206(4) of the Advisers Act and Rules 204-2(a)(8) and 206(4)-4(a)(1) thereunder.
A hearing will be scheduled before an Administrative Law Judge to determine whether the allegations in the order are true, and to provide Respondents an opportunity to establish defenses to the allegations, and to determine whether remedial action is appropriate and in the public interest. The Order requires the Administrative Law Judge to issue an initial decision no later than 300 days from the date of the service of the Order. (Rel. 34-65409; IA-3290; AAE Rel. 3323; File No. 3-14565)
In the Matter of Amnon Cohen
On September 27, 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 as to Amnon Cohen (Cohen).
In the Order, the Commission finds that between 2005 and 2008, Wextrust Capital, LLC (Wextrust Capital) and its affiliates (together, Wextrust), raised approximately $270 million from over 1,400 investors in at least 70 fraudulent private placement securities offerings for real estate, African diamond mining, commodities, and other ventures.
Cohen joined Wextrust in 2000 and he became a 20 percent owner and officer of Wextrust Capital. Wextrust Capital formed Wextrust Commodities Managers, LLC (WCM) for the sole purpose of serving as an adviser to Wextrust’s four commodity funds, each of which invested substantial assets in equity securities. Wextrust Capital owned 100 percent of WCM and exercised exclusive managerial authority over it, including authority for all investment decisions made for the commodity funds, and was compensated for doing so.
Cohen also oversaw all loan originations for Wextrust’s three hard money high yield real estate debt funds. The high yield debt funds were formed to provide high yield project loans secured by first or second mortgages. Cohen was identified in the three high yield debt funds’ private placement memoranda as the manager of all loan originations. Between 2004 and 2008, the high yield debt funds raised approximately $43 million from investors including reinvestments.
By late 2005 or early 2006, Cohen became aware that Joseph Shereshevsky (Shereshevsky), Wextrust Capital’s Chief Operating Officer, and Steven Byers (Byers), Wextrust Capital’s President and Chief Executive Officer, had misappropriated millions of dollars raised from the purchasers of preferred membership interests in GSA Investors, LLC, another Wextrust fund, by representing that the monies would be used to purchase and operate seven commercial properties that were leased to the United States General Services Administration (GSA). Cohen learned that, in reality, the GSA Investors, LLC offering was a sham and that Shereshevsky and Byers intended to use much of the proceeds of the offering for unrelated projects. In fact, none of the GSA properties were ever purchased. Instead, substantially all of the monies raised from investors to purchase the properties were diverted by Byers and Shereshevsky to unrelated projects and purposes including payments to other investors.
By July 2007, Cohen also learned that Shereshevsky and Byers had diverted monies from the high yield funds, used the monies to pay expenses of other Wextrust funds, and were commingling monies among various Wextrust entities.
Despite his knowledge that the GSA Investors, LLC offering was a sham and that Byers and Shereshevsky had diverted monies from the high yield funds, Cohen continued to manage investments for the high yield funds and to participate in the promotion of the high yield funds to investors.
In December 2007, Cohen met with representatives of a hedge fund in New York City as part of their due diligence before making an investment decision. At the meeting, Cohen assured the hedge fund representatives of the soundness of the fund’s investments that he was responsible for and the security of the loan portfolios that he would manage. In a follow-up due diligence telephone call Cohen again reassured a hedge fund representative of the security of the loan portfolio he was responsible for. When Cohen affirmatively represented the soundness of the loan portfolios to the hedge fund representatives, he failed to disclose the facts that that the GSA Investors, LLC offering was a sham and that Shereshevsky and Byers diverted monies from, and commingled monies among, other Wextrust funds. Subsequent to the telephone call, the hedge fund invested $500,000 in shares of a Wextrust high yield debt fund.
Based on the above, the Order finds that Cohen willfully violated Section 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder, orders Cohen to cease and desist from committing or causing violations and any future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, bars Cohen from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, and prohibits Cohen 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.
The Order also orders Cohen to pay $437,000 in disgorgement of ill-gotten gain and $53,375 in prejudgment interest, but waives payment of disgorgement and prejudgment interest and does not impose a penalty based upon Cohen’s sworn representations in his Statement of Financial Condition and his cooperation. (Rel. 33-9263; 34-65411; IA-3291; IC-29822; File No. 3-14566)
In the Matter of Donald Longueuil
On September 27, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions against Donald Longueuil. The Order finds that from July 2008 to June 2010, Longueuil was a portfolio manager at CR Intrinsic Investors, LLC, an unregistered investment advisor that is affiliated with SAC Capital Management LLC and based in Stamford, Connecticut, and from June 2004 to June 2008, Longueuil was an analyst and ultimately a managing director at Empire Capital Management, LLC (“Empire Capital”), an unregistered investment adviser and hedge fund located in Westport, Connecticut. Empire Capital was a registered investment advisor from January 2006 until December 2006. On February 8, 2011, the Commission filed a civil action against Longueuil in SEC v. Longoria et al., Civil Action No. 11-CV-0753 (S.D.N.Y.). On September 12, 2011, the Court entered an order permanently enjoining Longueuil, by consent, from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission’s complaint alleged that, in connection with the purchase or sale of securities, Longueuil knew, recklessly disregarded, or should have known, that material non-public information he received from a tipper was disclosed or misappropriated in breach of a fiduciary duty, or similar relationship of trust and confidence, and Longueuil is liable for the trading that occurred in Empire Capital because he directly or indirectly caused Empire Capital to place trades and/or unlawfully tipped inside information to Empire Capital. On April 28, 2011, in a parallel criminal proceeding, Longueuil pled guilty to one count of securities fraud and one count of conspiracy to commit securities fraud and wire fraud in violation of 15 U.S.C. §§ 78j(b) and 78ff and 18 U.S.C. § 371 before the United States District Court for the Southern District of New York, in United States v. Donald Longueuil, 11-CR-000161 (JSR).
Based on the above, the Order bars Donald Longueuil from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization. Donald Longueuil consented to the issuance of the Order without admitting or denying the findings in the Order, except he admitted to the entry of the injunction and the conviction. (Rel. IA-3292; File No. 3-14567)
Federal Court Enters Order Dismissing Disgorgement, Prejudgment Interest and Civil Penalty Claims Against Larry Langford
The Securities and Exchange Commission has voluntarily dismissed its claims for disgorgement, prejudgment interest, and civil penalties against former Jefferson County, Alabama Commission president Larry Langford. The Commission dismissed its claims against Langford due to the 15-year prison sentence and significant restitution and forfeiture orders entered against Langford in a parallel criminal case that arose out of the Commission’s investigation. The Eleventh Circuit Court of Appeals recently upheld the criminal sentence, which included orders to pay $119,985 in restitution to the Internal Revenue Service and forfeit $241,843.65 in benefits he received to the government. Following the Commission’s dismissal notice, the Honorable Abdul K. Kallon, United States District Judge for the Northern District of Alabama dismissed the claims against Langford and dismissed the now-completed case.
The Commission’s complaint against Langford alleged he accepted approximately $156,000 in cash, loans, and other benefits in exchange for steering County bond and swap business to a long-time friend and local broker dealer. On August 8, 2011, the Court granted the Commission’s motion for summary judgment against Langford and permanently enjoined him from further violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Exchange Act Rule 10b-5. [SEC v. Larry Langford, et al., Civil Action No. 2:08-CV-00761-AKK (N.D. AL)] (LR-22104)
SEC Charges Unregistered Investment Adviser with Fraud
On September 27, 2011, the Securities and Exchange Commission filed a civil injunctive action against Shreyans Desai and ShreySiddh Capital, LLC (SSC) in the United States District Court for the District of New Jersey.
The Commission’s complaint alleges fraudulent conduct by Desai in connection with the purchase and sale of securities for individuals who provided Desai with more than $245,000 to invest on their behalf. According to the complaint, from April 2009 to February 2011, Desai, acting through SSC, an unregistered investment adviser founded by Desai, made numerous materially false and misleading statements to potential investors, including that SSC was a securities broker registered with the Commission and that potential investors would receive returns of at least 50% if they invested their money with SSC. Desai also guaranteed to investors that he would not lose their money. On the basis of Desai’s misrepresentations, five individuals gave Desai money to invest on their behalf through SSC. Desai then misappropriated investor money, using it to, among other things, make donations to a local religious institution and pay the personal debts and expenses of Desai’s family members. Desai also lost investor money through bad trades. To hide the fact that Desai had misappropriated or lost investor money, Desai provided SSC investors with account statements that overstated the value of the investors’ accounts by as much as 300%.
According to the Commission’s complaint, Desai and SSC also acted as securities brokers by engaging in the regular business of effecting transactions in securities for the accounts of others and by holding themselves out as securities brokers that were registered with the Commission. At the time, however, neither Desai nor SSC was registered with the Commission as a broker and neither was associated with a registered broker-dealer.
The Commission’s complaint charges Desai and SSC with violations of Section 17(a) of the Securities Act of 1933, Sections 10(b) and 15(a) 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. The Commission is seeking permanent injunctive relief, civil penalties and disgorgement against Desai and SSC.
The SEC acknowledges the assistance of the United States Attorney’s Office for the District of New Jersey and the Federal Bureau of Investigation in this matter. [SEC v. Shreyans Desai, et al., Civil Action No. 11-cv-05597-DMC-MF (DNJ)] (LR-22105)
Proposed Rule Changes
The Commission issued a notice of filing of a proposed rule change by the Municipal Securities Rulemaking Board (MSRB) pursuant to Section 19(b) (1) of the Securities Exchange Act of 1934 consisting of proposed amendments regarding professional qualifications and information concerning associated persons (SR-MSRB-2011-17). Publication is expected to in the Federal Register during the week of September 26. (Rel. 34-65393)
National Securities Clearing Corporation filed a proposed rule change (SR-NSCC-2011-07) pursuant to Section 19(b)(1) of the Act and Rule 19b-4 thereunder that would amend NSCC’s rules relating to an adjustment to the settlement timing of partial transfers of mutual fund assets through NSCC’s Automated Customer Account Transfer Service. Publication is expected to in the Federal Register during the week of September 26. (Rel. 34-65401)
Withdrawal of Proposed Rule Changes
The Commission issued notice of withdrawal of a proposed rule change (SR-MSRB-2011-10) filed by the Municipal Securities Rulemaking Board (“MSRB”) under Rule 19b-4 of the Securities Exchange Act of 1934 consisting of amendments to MSRB Rule G-20 (Gifts and Gratuities) and related amendments to MSRB Rule G-8 (Books and Records) and MSRB Rule G-9 (Preservation of Records), and to clarify that certain interpretations by the Financial Industry Regulatory Authority and its predecessor, the National Association of Securities Dealers, would be applicable to municipal advisors. Publication is expected to in the Federal Register during the week of September 26. (Rel. 34-65394)
The Commission issued notice of withdrawal of a proposed rule change (SR-MSRB-2011-12) filed by the Municipal Securities Rulemaking Board under Rule 19b-4 of the Securities Exchange Act of 1934 consisting of proposed new Rule G-42, on political contributions and prohibitions on municipal advisory activities; proposed amendments to Rules G-8, on books and records, G-9, on preservation of records, and G-37, on political contributions and prohibitions on municipal securities business; proposed Form G-37/G-42 and Form G-37x/G-42x; and a proposed restatement of a Rule G-37 interpretive notice. Publication is expected to in the Federal Register during the week of September 26. (Rel. 34-65395)
The Commission issued notice of withdrawal of a proposed rule change (SR-MSRB-2011-08) filed by the Municipal Securities Rulemaking Board under Rule 19b-4 of the Securities Exchange Act of 1934 relating to proposed new Rule A-11, on municipal advisor assessments, and new Form A-11-Interim. Publication is expected to in the Federal Register during the week of September 26. (Rel. 34-65396)
The Commission issued notice of withdrawal of a proposed rule change (SR-MSRB-2011-14) filed by the Municipal Securities Rulemaking Board under Rule 19b-4 of the Securities Exchange Act of 1934 consisting of proposed Rule G-36, on fiduciary duty of municipal advisors, and a proposed interpretive notice concerning the application of proposed Rule G-36 to municipal advisors. Publication is expected to in the Federal Register during the week of September 26. (Rel. 34-65397)
The Commission issued notice of withdrawal of a proposed rule change (SR-MSRB-2011-15) filed by the Municipal Securities Rulemaking Board under Rule 19b-4 of the Securities Exchange Act of 1934 consisting of a proposed interpretive notice concerning the application of Rule G-17 to municipal advisors. Publication is expected to in the Federal Register during the week of September 26. (Rel. 34-65398)
Approval of Proposed Rule Changes
The Commission approved a proposed rule change submitted by NASDAQ OMX PHLX LLC (SR-Phlx-2011-111) pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 requesting permanent approval of the pilot program permitting NASDAQ OMX PHLX to receive certain inbound routes by Nasdaq Options Services, LLC. Publication is expected to in the Federal Register during the week of September 26. (Rel. 34-65399)
The Commission approved a proposed rule change (SR-NYSEArca-2011-53) submitted by NYSE Arca, Inc. pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to reflect a change to the benchmark index applicable to the Russell Equity ETF. Publication is expected to in the Federal Register during the week of September 26. (Rel. 34-65400)
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 Liberty Media Corp, 12300 LIBERTY BOULEVARD, ENGLEWOOD, CO, 80112, (720) 875-5400 - 0 ($143,580,000.00) Equity, (File 333-176987 - Sep. 26) (BR. 11C) S-8 Liberty Media Corp, 12300 LIBERTY BOULEVARD, ENGLEWOOD, CO, 80112, (720) 875-5400 - 0 ($595,763,880.00) Equity, (File 333-176988 - Sep. 26) (BR. 11C) S-8 Liberty Interactive Corp, 12300 LIBERTY BOULEVARD, ENGLEWOOD, CO, 80112, 7208755400 - 0 ($78,650,000.00) Equity, (File 333-176989 - Sep. 26) (BR. 11C) S-8 GLOBAL EARTH ENERGY, INC., 1213 CULBERTH DRIVE, WILLMINGTON, NC, 28405, (910) 270-7749 - 40,000,000 ($56,000.00) Equity, (File 333-176995 - Sep. 26) (BR. 08C) S-4 SARATOGA RESOURCES INC /TX, 7500 SAN FELIPE, SUITE 675, HOUSTON, TX, 77063, 7139148017 - 127,500,000 ($127,500,000.00) Non-Convertible Debt, (File 333-176999 - Sep. 26) (BR. 04A) S-8 GLOBAL EARTH ENERGY, INC., 1213 CULBERTH DRIVE, WILLMINGTON, NC, 28405, (910) 270-7749 - 40,000,000 ($56,000.00) Equity, (File 333-177002 - Sep. 26) (BR. 08C) S-4 SANDRIDGE ENERGY INC, 123 ROBERT S. KERR AVENUE, OKLAHOMA CITY, OK, 73102-6406, 405-429-5500 - 0 ($900,000,000.00) Non-Convertible Debt, (File 333-177003 - Sep. 26) (BR. 04C) S-8 SANDRIDGE ENERGY INC, 123 ROBERT S. KERR AVENUE, OKLAHOMA CITY, OK, 73102-6406, 405-429-5500 - 0 ($63,892,500.00) Equity, (File 333-177004 - Sep. 26) (BR. 04C) S-8 Blueknight Energy Partners, L.P., TWO WARREN PLACE, 6120 SOUTH YALE AVENUE, SUITE 500, TULSA, OK, 74136, (918) 237-4000 - 1,350,000 ($9,787,500.00) Limited Partnership Interests, (File 333-177005 - Sep. 26) (BR. 04B) S-8 ADVISORY BOARD CO, 2445 M STREET, NW, WASHINGTON, DC, 20037, 202-266-5600 - 0 ($77,362,500.00) Equity, (File 333-177006 - Sep. 26) (BR. 08B) S-3 HORIZON BANCORP /IN/, 515 FRANKLIN SQUARE, MICHIGAN CITY, IN, 46360, 2198790211 - 12,500 ($12,500,000.00) Equity, (File 333-177007 - Sep. 26) (BR. 07A) S-8 Diamond Foods Inc, 1050 SOUTH DIAMOND STREET, STOCKTON, CA, 95205 7087, 209 467 6000 - 0 ($38,401,693.20) Equity, (File 333-177008 - Sep. 26) (BR. 04B) S-3 PLURISTEM THERAPEUTICS INC, MATAM ADVANCED TECHNOLOGY PARK, BUILDING NO. 20, HAIFA, L3, 31905, 972-74-710-7171 - 0 ($150,000,000.00) Unallocated (Universal) Shelf, (File 333-177009 - Sep. 26) (BR. 01B) S-4 CROWN MEDIA HOLDINGS INC, 12700 VENTURA BOULEVARD, STUDIO CITY, CA, 91604, 818 755-2400 - 0 ($300,000,000.00) Debt, (File 333-177010 - Sep. 26) (BR. 11C) S-8 Global Geophysical Services Inc, 13927 SOUTH GESSNER, MISSOURI CITY, TX, 77489, 713-972-9200 - 1,000,000 ($7,395,000.00) Equity, (File 333-177011 - Sep. 26) (BR. 04B) S-4 GENESIS ENERGY LP, 919 MILAM, SUITE 2100, HOUSTON, TX, 77002, 7138602500 - 0 ($250,000,000.00) Non-Convertible Debt, (File 333-177012 - Sep. 26) (BR. 04B)
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 ABRAXAS PETROLEUM CORP NV 7.01,9.01 09/26/11 ACCO BRANDS CORP DE 7.01 09/26/11 ADVANCED PHOTONIX INC DE 1.01,9.01 09/23/11 AGENUS INC DE 8.01,9.01 09/26/11 AISystems, Inc. 5.02 09/23/11 ALANCO TECHNOLOGIES INC AZ 1.02 09/21/11 ALLIANCE DATA SYSTEMS CORP DE 7.01,9.01 09/26/11 ALLIED HEALTHCARE INTERNATIONAL INC NY 1.01,9.01 09/26/11 ALR TECHNOLOGIES INC 7.01,9.01 09/26/11 Alternative Energy Partners, Inc. FL 5.02 09/22/11 AMARIN CORP PLC\UK X0 8.01 09/26/11 American Electric Technologies Inc FL 5.02,8.01,9.01 09/26/11 American Midstream Partners, LP DE 5.02,8.01,9.01 09/20/11 AMERICAN SCIENCE & ENGINEERING, INC. MA 8.01,9.01 09/26/11 Antero Resources Finance Corp DE 7.01,9.01 09/26/11 APPLIED ENERGETICS, INC. DE 8.01 09/26/11 AQUA SOCIETY, INC. NV 7.01 09/26/11 ARABIAN AMERICAN DEVELOPMENT CO DE 5.02 09/25/11 ASSURANCE GROUP INC. FL 4.01 09/26/11 AVIAT NETWORKS, INC. DE 5.02 09/22/11 BANK OF GRANITE CORP DE 3.01 09/20/11 BANK OF THE JAMES FINANCIAL GROUP INC VA 5.05,8.01,9.01 09/20/11 BEHRINGER HARVARD MULTIFAMILY REIT I 5.02,5.07,7.01,8.01, 09/22/11 9.01 BERKSHIRE HATHAWAY INC DE 8.01,9.01 09/26/11 BIOTECH HOLDRS TRUST DE 8.01,9.01 09/26/11 BLUEGREEN CORP MA 2.03,9.01 09/20/11 Bonds.com Group, Inc. DE 5.01,9.01 09/20/11 BRAINY BRANDS COMPANY, INC. DE 1.01,2.03,3.02,9.01 09/23/11 BreitBurn Energy Partners L.P. DE 8.01 09/26/11 Bristow Group Inc DE 5.02 09/21/11 CAI International, Inc. 7.01,9.01 09/26/11 CAL MAINE FOODS INC DE 8.01,9.01 09/23/11 CAL MAINE FOODS INC DE 2.02,9.01 09/26/11 CAMAC Energy Inc. DE 7.01,9.01 09/26/11 CAMDEN PROPERTY TRUST TX 1.01,2.03,9.01 09/22/11 CAPSALUS CORP NV 5.02,7.01,9.01 09/21/11 Care Investment Trust Inc. MD 2.01,2.03,7.01,9.01 09/20/11 CASCADE MICROTECH INC 1.01,2.01,8.01,9.01 09/22/11 CEC ENTERTAINMENT INC KS 7.01,9.01 09/26/11 CEDAR FAIR L P DE 7.01 09/22/11 CELL THERAPEUTICS INC WA 5.02,8.01,9.01 09/20/11 CENTRUE FINANCIAL CORP DE 5.02,9.01 09/21/11 CEPHALON INC DE 8.01 09/23/11 CH2M HILL COMPANIES LTD DE 1.01 09/24/11 CLEAN WIND ENERGY TOWER, INC. NV 5.02,9.01 09/26/11 CleanTech Innovations, Inc. NV 5.02,9.01 09/20/11 CLEVELAND BIOLABS INC DE 7.01,9.01 09/26/11 CLICKER INC. NV 1.01,2.03,3.02,9.01 09/21/11 COMERICA INC /NEW/ 8.01,9.01 09/26/11 COMMUNITY FIRST INC TN 1.01,9.01 09/20/11 CORONADO BIOSCIENCES INC DE 5.02,9.01 09/26/11 Corporate Resource Services, Inc. DE 5.02 09/22/11 CSX CORP VA 7.01,9.01 09/26/11 CYBERONICS INC DE 5.07 09/26/11 CYS Investments, Inc. MD 7.01,9.01 09/26/11 DELCATH SYSTEMS INC DE 5.02,9.01 08/31/11 DENTSPLY INTERNATIONAL INC /DE/ DE 2.03,9.01 09/21/11 DGT Holdings Corp. NY 2.02,9.01 09/26/11 DGT Holdings Corp. NY 5.02,5.03,9.01 09/21/11 DIVERSIFIED GLOBAL HOLDINGS GROUP INC FL 1.01 09/20/11 DOLLAR THRIFTY AUTOMOTIVE GROUP INC DE 1.01,7.01,9.01 09/23/11 DUKE REALTY CORP IN 7.01,9.01 09/21/11 DUKE REALTY LIMITED PARTNERSHIP/ IN 7.01,9.01 09/21/11 DYNEGY INC. DE 8.01 09/21/11 DYNEGY INC. DE 7.01,9.01 09/23/11 Education Realty Trust, Inc. MD 1.01,2.03,9.01 09/21/11 EMAGIN CORP DE 8.01 09/23/11 EMERALD DAIRY INC NV 1.01,2.03,3.02,8.01, 09/20/11 9.01 EMTEC INC/NJ UT 7.01,9.01 09/26/11 ENBRIDGE ENERGY PARTNERS LP DE 8.01 09/26/11 ENCORE CAPITAL GROUP INC DE 7.01,9.01 09/26/11 ENNIS, INC. TX 2.02,9.01 09/26/11 EnviroStar, Inc. DE 2.02,9.01 09/23/11 EPLUS INC DE 5.02,9.01 09/23/11 EVANS BANCORP INC NY 5.02 09/20/11 Evetsco, Inc. DE 1.01,2.03 09/23/11 Federal Home Loan Bank of Dallas 2.03,9.01 09/20/11 FENTURA FINANCIAL INC MI 5.02 09/20/11 FERRELLGAS PARTNERS L P DE 2.02,7.01,9.01 09/26/11 FIRST PACTRUST BANCORP INC MD 2.02,7.01,8.01,9.01 09/26/11 FLORIDA GAMING CORP DE 1.01,2.04,9.01 09/20/11 FLOTEK INDUSTRIES INC/CN/ DE 1.01,2.03,7.01,9.01 09/23/11 FOREST CITY ENTERPRISES INC OH 5.02,9.01 09/22/11 FOREST OIL CORP NY 5.02 09/20/11 FRANKLIN COVEY CO UT 8.01,9.01 09/26/11 FREDERICK'S OF HOLLYWOOD GROUP INC /N NY 1.01,2.03,9.01 09/22/11 Freescale Semiconductor Holdings I, L D0 7.01,9.01 09/26/11 Freeze Tag, Inc. DE 3.02,9.01 09/21/11 GALENA BIOPHARMA, INC. 1.01,2.03,5.02,5.03, 09/24/11 8.01,9.01 GASCO ENERGY INC NV 1.01,9.01 09/20/11 GelTech Solutions, Inc. DE 5.02,5.03,9.01 09/20/11 GENERAC HOLDINGS INC. DE 7.01,9.01 09/26/11 General Finance CORP DE 8.01,9.01 09/23/11 GENESIS ENERGY LP DE 8.01,9.01 09/26/11 GENESIS ENERGY LP DE 8.01,9.01 09/23/11 GENUINE PARTS CO GA 8.01,9.01 09/26/11 GLOBALSCAPE INC DE 8.01 09/26/11 Globalstar, Inc. DE 7.01 09/26/11 Graystone Co DE 8.01 08/16/11 GREENLIGHT CAPITAL RE, LTD. 8.01 09/26/11 GRYPHON GOLD CORP NV 7.01,9.01 09/26/11 GYRODYNE CO OF AMERICA INC NY 8.01 09/26/11 GYRODYNE CO OF AMERICA INC NY 8.01,9.01 09/26/11 HANSEN MEDICAL INC 1.01 09/20/11 HARBINGER GROUP INC. DE 7.01 09/26/11 HEALTH ENHANCEMENT PRODUCTS INC NV 1.01,2.03 09/26/11 HEALTH NET INC DE 7.01 09/26/11 HELMERICH & PAYNE INC DE 8.01 09/23/11 HIGHLANDS BANCORP, INC. NJ 1.01,3.02,3.03,5.03, 09/22/11 9.01 Hines Global REIT, Inc. MD 1.01,9.01 09/20/11 Horizon Lines, Inc. 8.01,9.01 09/26/11 Hubei Minkang Pharmaceutical Ltd. NV 2.01,3.02,4.01,5.01, 07/08/11 5.02,5.03,5.06,7.01, 9.01 IAC/INTERACTIVECORP DE 5.02 09/22/11 ICON Equipment & Corporate Infrastruc DE 7.01,9.01 09/26/11 ICON INCOME FUND NINE LLC 7.01,9.01 09/26/11 ICON INCOME FUND TEN LLC DE 7.01,9.01 09/26/11 ICON LEASING FUND ELEVEN, LLC DE 7.01,9.01 09/26/11 ICON LEASING FUND TWELVE, LLC DE 7.01,9.01 09/26/11 IDACORP INC ID 8.01 09/23/11 IMMUNOGEN INC MA 5.02 06/22/11 Innophos Holdings, Inc. 8.01,9.01 09/26/11 INTEGRA LIFESCIENCES HOLDINGS CORP DE 2.01,2.03,7.01,9.01 09/23/11 INTEGRATED DEVICE TECHNOLOGY INC DE 7.01,9.01 09/26/11 INTL FCSTONE INC. DE 1.01,9.01 09/21/11 Invesco Mortgage Capital Inc. MD 7.01,9.01 09/26/11 J P MORGAN CHASE & CO DE 5.02 09/20/11 J.P. Morgan Chase Commercial Mortgage DE 8.01,9.01 09/26/11 JMP Group Inc. DE 7.01 09/26/11 JOHNSON CONTROLS INC WI 5.02 09/20/11 KANSAS CITY SOUTHERN DE 8.01,9.01 09/23/11 KIT digital, Inc. DE 7.01,9.01 09/20/11 LANDSTAR SYSTEM INC DE 8.01 09/23/11 LANTRONIX INC DE 5.02,9.01 09/26/11 LaPorte Bancorp, Inc. X1 8.01,9.01 09/26/11 LEAR CORP DE 5.02 09/22/11 LIONS GATE ENTERTAINMENT CORP /CN/ 2.02,7.01,9.01 09/26/11 LIQUIDITY SERVICES INC 1.01,9.01 09/22/11 LMI AEROSPACE INC MO 7.01,9.01 09/26/11 LTV CORP DE 8.01,9.01 09/20/11 Maiden Holdings, Ltd. D0 7.01,9.01 09/26/11 MANAS PETROLEUM Corp NV 3.02 09/22/11 MARTHA STEWART LIVING OMNIMEDIA INC DE 5.02 09/26/11 MCDONALDS CORP DE 7.01,9.01 09/22/11 MCGRAW-HILL COMPANIES INC NY 8.01 09/22/11 MDC PARTNERS INC A6 1.01,7.01,9.01 09/21/11 Measurement Specialties Inc NJ 5.02,5.07 09/22/11 MEDCO HEALTH SOLUTIONS INC DE 8.01,9.01 09/26/11 MEDIANET GROUP TECHNOLOGIES INC NV 4.01,9.01 09/26/11 MELA SCIENCES, INC. /NY 8.01,9.01 09/26/11 Merriman Holdings, Inc DE 8.01,9.01 09/26/11 MESA LABORATORIES INC /CO CO 5.07 09/22/11 MFA FINANCIAL, INC. MD 7.01 09/26/11 Midway Gold Corp A1 1.01,9.01 09/23/11 MITEL NETWORKS CORP 5.07 09/26/11 Morningstar, Inc. IL 8.01,9.01 09/23/11 MOVE INC DE 1.01,9.01 09/20/11 MULTIMEDIA GAMES HOLDING COMPANY, INC TX 5.02 09/22/11 NATIONAL BANCSHARES CORP /OH/ OH 5.02,9.01 09/21/11 NATURALLY ADVANCED TECHNOLOGIES INC A1 8.01,9.01 09/22/11 NeurogesX Inc CA 5.02,9.01 09/20/11 NEW YORK MORTGAGE TRUST INC MD 7.01 09/26/11 NIKE INC OR 2.02,9.01 09/22/11 NORTHSTAR REALTY FINANCE CORP. MD 7.01,9.01 09/26/11 Northwest Bancshares, Inc. MD 8.01,9.01 09/26/11 Oak Valley Bancorp CA 8.01,9.01 09/22/11 Omnitek Engineering Corp CA 3.02,5.02 09/19/11 Orange 21 Inc. DE 1.01,9.01 09/20/11 P F CHANGS CHINA BISTRO INC 5.02 09/22/11 PARKER DRILLING CO /DE/ DE 5.07 05/05/11 AMEND PATHFINDER BANCORP INC DE 8.01,9.01 09/23/11 Pay Mobile, Inc NV 5.03 09/23/11 PENSKE AUTOMOTIVE GROUP, INC. DE 1.01 09/20/11 PILGRIMS PRIDE CORP DE 1.01,9.01 09/23/11 POTASH CORP OF SASKATCHEWAN INC Z4 1.01,9.01 09/26/11 PRICELINE COM INC DE 5.02,9.01 09/26/11 PRINCETON NATIONAL BANCORP INC DE 1.01,9.01 09/20/11 PRIVATEBANCORP, INC DE 7.01,9.01 09/26/11 PUBLIC MEDIA WORKS INC DE 1.03 09/26/11 PUBLIC SERVICE ENTERPRISE GROUP INC NJ 7.01,9.01 09/26/11 QUEPASA CORP NV 1.01,3.02,9.01 09/20/11 REALTY INCOME CORP MD 8.01,9.01 09/26/11 RED MOUNTAIN RESOURCES, INC. FL 2.01,9.01 05/26/11 AMEND REGENERON PHARMACEUTICALS INC NY 7.01,9.01 09/26/11 Resource Capital Corp. MD 7.01,9.01 09/26/11 RETAIL OPPORTUNITY INVESTMENTS CORP DE 1.01,2.03,9.01 09/20/11 ROGERS CORP MA 5.02,7.01,9.01 09/20/11 SAN DIEGO GAS & ELECTRIC CO CA 5.02 09/22/11 Scripps Networks Interactive, Inc. OH 8.01 09/23/11 Sequoia Mortgage Trust 2011-2 8.01,9.01 09/01/11 SHAW GROUP INC LA 8.01,9.01 09/26/11 Silver Dragon Resources Inc. DE 5.07,9.01 09/26/11 SINGLE TOUCH SYSTEMS INC DE 8.01 09/26/11 SKYWORKS SOLUTIONS, INC. DE 8.01 09/26/11 SMARTHEAT INC. NV 5.07 09/22/11 SOUTH JERSEY INDUSTRIES INC NJ 5.07 04/28/11 AMEND SOUTHERN CALIFORNIA GAS CO CA 5.02 09/22/11 SSI Investments II Ltd L2 5.02 09/21/11 STANDARD MOTOR PRODUCTS INC NY 1.01,9.01 09/22/11 STANLEY BLACK & DECKER, INC. CT 7.01,9.01 09/26/11 STILLWATER MINING CO /DE/ DE 7.01,9.01 09/26/11 Sucampo Pharmaceuticals, Inc. 7.01,9.01 09/26/11 SUNTRUST BANKS INC GA 8.01,9.01 09/23/11 SUPERCLICK INC WA 1.01,8.01,9.01 09/23/11 THERAVANCE INC DE 8.01,9.01 09/25/11 TIDEWATER INC DE 2.02,9.01 09/22/11 TORTOISE CAPITAL RESOURCES CORP 8.01,9.01 09/21/11 TORVEC INC NY 1.01,3.02,3.03,5.03, 09/21/11 5.07,8.01,9.01 TPC Group Inc. DE 5.02,7.01,9.01 09/20/11 TRANS1 INC 1.01,9.01 09/21/11 TRANSATLANTIC HOLDINGS INC DE 8.01,9.01 09/26/11 TRIDENT MICROSYSTEMS INC DE 2.05,9.01 09/21/11 TRIPLE-S MANAGEMENT CORP 5.07 04/29/11 AMEND Uni-Pixel DE 8.01,9.01 09/26/11 United Development Funding III, LP DE 7.01,9.01 09/26/11 United Development Funding IV MD 7.01,9.01 09/26/11 UNITIL CORP NH 5.03,9.01 09/21/11 UTAH MEDICAL PRODUCTS INC UT 1.01,2.03 09/23/11 Venture Lending & Leasing VI, Inc. MD 2.03 09/23/11 VERINT SYSTEMS INC DE 7.01,9.01 09/23/11 VERISIGN INC/CA DE 5.02,9.01 09/26/11 VERMILLION, INC. DE 5.02,8.01,9.01 09/20/11 VIVUS INC CA 7.01 09/26/11 WARWICK VALLEY TELEPHONE CO NY 5.07 04/29/11 AMEND WebMD Health Corp. DE 5.02 09/20/11 Western Dubuque Biodiesel, LLC IA 5.07 09/21/11 WORLDWIDE ENERGY & MANUFACTURING USA CO 8.01 09/26/11