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U.S. Securities and Exchange Commission

SEC News Digest

Issue 2011-245
December 21, 2011

Commission announcements

SEC Charges Executives at Clean Coal Technology Company For Misstatements to Investors

The Securities and Exchange Commission today charged the former CEO and CFO at a Minnesota-based clean coal technology company for making false and misleading statements to investors, and separately charged a network of brokers who sold the company’s securities without being registered with the SEC to do so.

According to the SEC’s complaints filed in U.S. District Court for the District of Minnesota, Bixby Energy Systems raised at least $43 million from more than 1,800 investors during a nine-year period through a series of purported private placement offerings of stocks, warrants, and promissory notes. The company used this capital raising activity to help fund operations, pay salaries, and pay commissions to brokers that sold Bixby securities.

The SEC alleges that Bixby’s former CEO Robert Walker and former CFO Dennis DeSender made repeated misstatements both verbally and in writing to investors about the company’s core product – a machine that supposedly produced synthetic natural gas through a proprietary clean coal technology. They told investors that Bixby’s coal gasification machine was proven and operating when in fact it had substantial technological defects, did not function properly, and was at risk of self-destruction. Walker and DeSender never disclosed these problems to investors.

“Investors were falsely informed that Bixby’s coal gasification technology was proven, fully functional, and ready for market,” said Merri Jo Gillette, Director of the SEC’s Chicago Regional Office. “Investors who purchased Bixby shares through the unregistered brokers were deprived of the protections afforded under the federal securities laws requiring the registration of broker-dealers and securities offerings like these.”

According to the SEC’s complaint, among the other false and misleading statements or omissions to investors in offering materials or solicitations:

  • Investors were told that company officers would not be compensated for their sale of Bixby securities. However, Bixby actually paid DeSender at least $3.6 million in cash and warrants related to his sale of Bixby securities. DeSender kicked back more than $600,000 to Walker in an undisclosed and fraudulent commission-sharing scheme.
  • DeSender was convicted for bank fraud in 1998. However, this was never disclosed to investors in offering materials, which instead touted DeSender’s “25 years of financial consulting and operations management experience” and “extensive background in management and operations.”
  • Walker and DeSender induced investors to purchase Bixby securities by telling them that Bixby was going to conduct an initial public offering of its shares in the near term, even though they knew that Bixby could not do so.

The SEC further alleges that DeSender and his corporation DLD Financial Ltd. acted as unregistered brokers and that Walker aided and abetted the violations. Walker and DeSender are charged with violations of the securities offering provisions of the Securities Act of 1933.

According to the SEC’s separate complaint against the unregistered brokers, they and DeSender sold more than $21.7 million in Bixby securities to at least 560 investors. As compensation for their sale of Bixby securities, the unregistered brokers and DeSender were paid a total of at least $4.9 million in transaction-based cash commissions. They also received warrants to purchase more than 900,000 shares of Bixby common stock. The SEC alleges that these brokers induced the purchase or sale of securities when they were not registered with the SEC as a broker or dealer or associated with an entity registered with the SEC as a broker or dealer.

The brokers or firms charged in the SEC’s complaint are:

  • Gary A. Collyard of Delano, Minn.
  • Collyard Group LLC based in Minnetonka, Minn. (owned by Collyard)
  • Paul D. Crawford of Spring Lake Park, Minn.
  • Crawford Capital Corp. based in Minneapolis (owned by Crawford)
  • Ronald Musich of Hamel, Minn.
  • Joshua J. Singer of Lino Lakes, Minn.
  • Michael B. Spadino of St. Paul, Minn.
  • Marketing Concepts Inc. based in Woodbury, Minn. (owned by Spadino)
  • Christopher C. Weides of Elk River, Minn.

The unregistered brokers are charged with violations of Section 15(a) of the Securities Exchange Act of 1934.

The SEC’s investigation was conducted by Thu Ta, Luz Aguilar and C.J. Kerstetter of the SEC’s Chicago Regional Office. The litigation will be led by Gregory von Schaumburg. The SEC thanks the U.S. Attorney’s Office for the District of Minnesota for its coordination and assistance. The SEC’s investigation is continuing. (Press Rel. 2011-272)

SEC Adopts Dodd-Frank Mine Safety Disclosure Requirements

The Securities and Exchange Commission has adopted new rules outlining how mining companies must disclose the mine safety information required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Under Section 1503 of the Dodd-Frank Act, mining companies are required to include information about mine safety and health in the quarterly and annual reports they file with the SEC.  The Dodd-Frank Act disclosure requirements are based on the safety and health requirements that apply to mines under the Federal Mine Safety and Health Act of 1977, which is administered by the Mine Safety and Health Administration (MSHA).

The new SEC rules, which take effect 30 days after publication in the Federal Register, specifically require those companies to provide mine-by-mine totals for the following:

  • Significant and substantial violations of mandatory health or safety standards under section 104 of the Mine Act for which the operator received a citation from MSHA

  • Orders under section 104(b) of the Mine Act

  • Citations and orders for unwarrantable failure of the mine operator to comply with section 104(d) of the Mine Act

  • Flagrant violations under section 110(b)(2) of the Mine Act

  • Imminent danger orders issued under section 107(a) of the Mine Act

  • The dollar value of proposed assessments from MSHA

  • Notices from MSHA of a pattern of violations or potential to have a pattern of violations under section 104(e) of the Mine Act

  • Pending legal actions before the Federal Mine Safety and Health Review Commission

  • Mining-related fatalities

The accompanying instructions specify that a mining company must report the total penalties assessed in the reporting period, even if the company is contesting an assessment.  For legal actions, mining companies are instructed to report the number instituted and resolved during the reporting period, report the number pending on the last day of the reporting period, and categorize the actions based on the type of proceeding.

In addition, the Dodd-Frank Act added a requirement for U.S. companies to file a Form 8-K when they receive notice from MSHA of an imminent danger order under section 107(a) of the Mine Act; notice of a pattern of violations under section 104(e) of the Mine Act, or notice of the potential to have a pattern of such violations.  The new SEC rules specify that the Form 8-K must be filed within four business days and include the type of notice received, the date it was received, and the name and location of the mine involved.  The new rules specify that a late filing of the Form 8-K will not affect a company's eligibility to use Form S-3 short-form registration. (Press Rel. 2011-273)

Rules and related matters

SEC Extends Temporary Municipal Advisor Registration Rule

On December 21, 2011, the Commission extended an interim final temporary rule -- Rule 15Ba2-6T -- that provides a method for municipal advisors to temporarily satisfy the registration requirement under the Securities Exchange Act of 1934 by completing Form MA-T through the Commission’s public website. Without the nine-month extension, the rule would expire on December 31, 2011. The extension will allow municipal advisors to continue to temporarily satisfy the statutory registration requirement until the Commission promulgates a final rule establishing another manner of registration of municipal advisors, prescribing a form for such purpose, and developing an electronic registration system. Publication of the extension is expected in the Federal Register on December 26. (Rel. 34-66020)

Enforcement Proceedings

Commission Revokes Registration of Securities of Biometric Security Corp. (a/k/a Pender Financial Group Corp.) For Failure to Make Required Periodic Filings

On December 21, 2011, the Commission revoked the registration of each class of registered securities of Biometric Security Corp. (a/k/a Pender Financial Group Corp.) (Biometric) 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, Biometric 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 Biometric Security Corp. (a/k/a Pender Financial Group Corp.) finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 or 13a-16 thereunder and revoking the registration of each class of Biometric’s securities pursuant to Section 12(j) of the Exchange Act. This Order settled the proceedings brought against Biometric in In the Matter of AEC, I, Inc., et al., Administrative Proceeding File No. 3-14646.

Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:

No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked . . . .

For further information see Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934, In the Matter of AEC, I, Inc., et al., Administrative Proceeding File No. 3-14646, Exchange Act Release No. 65839, November 28, 2011. (Rel. 34-66017; File No. 3-14646)

SEC Charges Eight Individuals with Insider Trading in Vital Signs, Inc.

On December 16, 2011, the Securities and Exchange Commission charged eight people with insider trading in securities of Vital Signs, Inc., ahead of a July 24, 2008 announcement that it would be acquired by a subsidiary of the General Electric Company (NYSE: GE). The Commission alleges that John R. Easom, who at the time was a Vital Signs Executive Vice President and officer, tipped a family member, William Echeverri (“Echeverri”), about the pending takeover. The complaint alleges that Echeverri, who at the time was a trader at a registered broker-dealer, then purchased Vital Signs stock and tipped five people, all of whom then traded. One of Echeverri’s tippees tipped another person who traded, and one of his other tippees recommended Vital Signs to two relatives. The eight defendants made approximately $450,000 from their illegal trading in Vital Signs.

The case was filed in U.S. District Court for the District of New Jersey. According to the complaint:

  • Easom learned the final GE acquisition terms on June 5, 2008, the same day they were agreed to by the companies’ CEOs. Shortly after being told, Easom sent the terms of the agreement in a text message to his cousin’s husband, Echeverri. By tipping Echeverri, Easom violated his duty of trust and confidence owed to Vital Signs.

  • On June 6, 2008, the day after receiving Easom’s tip, Echeverri began buying shares of Vital Signs. To conceal his trading from his employer, Echeverri placed his trades through an outside personal account. Echeverri sold his shares after the takeover announcement for illicit profits of approximately $150,000.

  • Echeverri tipped five others about the impending Vital Signs acquisition: his brother, Victor H. Echeverri (“V. Echeverri”), and four friends, Robert Miketich, Rory E. Tringali, Joseph F. Mancuso and Paul S. Qassis.

  • Each of Echeverri’s direct tippees purchased shares of Vital Signs while in possession of material, nonpublic information about the takeover, which they sold after the takeover announcement for illicit profits totaling approximately $190,000.

  • V. Echeverri, with Tringali’s help, placed his trades in an account held by Tringali’s father to conceal his trading.

  • Qassis tipped his friend and colleague Gary S. Saggu, who purchased shares while in possession of material, nonpublic information about the pending takeover, which he sold after the announcement for illicit profits of approximately $111,000.

  • Easom also bought 15 shares of Vital Signs on May 16, 2008. Previously, Easom had signed a January 21, 2008 non-disclosure agreement between Vital Signs and GE concerning the companies’ takeover negotiations.

Without admitting or denying the allegations in the complaint, Easom, Echeverri, V. Echeverri, Miketich, Mancuso, Qassis and Saggu have agreed to settle the Commission’s charges by consenting to the entry of final judgments permanently enjoining them from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Easom also agreed to be barred for five years from serving as an officer or director of a publicly traded company.

In total, the seven settling defendants have also agreed to pay over $900,000, representing disgorgement and prejudgment interest of over $430,000, and civil penalties of over $475,000. Specifically, Easom will pay disgorgement of $327, prejudgment interest of $50.75, and a civil penalty of $10,000. Echeverri will pay disgorgement of $150,121.19, prejudgment interest of $22,450.59, and a civil penalty of $227,428.22. V. Echeverri consented to an order to pay disgorgement of $12,477.19 and prejudgment interest of $1,829.52, but waiving payment and not imposing a civil penalty based on his inability to pay. Miketich will pay disgorgement of $31,455, prejudgment interest of $4,252.20, and a civil penalty of $41,455. Mancuso will pay disgorgement of $61,367.01, prejudgment interest of $8,998.13, and a civil penalty of $61,367.01. Qassis will pay disgorgement of $22,167.64, prejudgment interest of $3,082.17, and a civil penalty of $80,000.00. Saggu will pay disgorgement of $111,494.29, prejudgment interest of $15,073.97, and a civil penalty of $55,747.14. The settlements are subject to approval by the court.

The SEC has entered into a cooperation agreement with Easom. The terms of his proposed settlement reflect credit given to him by the Commission for his substantial assistance in its investigation and anticipated cooperation in its pending enforcement action. The Commission also considered his sworn statements concerning his financial condition.

The Commission acknowledges the assistance of FINRA in this matter. [SEC v. John R. Easom, et al., Civil Action No. 2:11-CV-7314-WHW-MCA, United States District Court for the District of New Jersey] (LR-22205)

SEC Obtains Injunction Against Myron Weiner for Unregistered Sales of Spongetech Delivery Systems, Inc. Stock; Weiner Ordered to Pay Over $1.3 Million

The United States Securities and Exchange Commission announced that on December 19, 2011, the Honorable Dora L. Irizarry, United States District Court Judge for the Eastern District of New York, entered a judgment against Myron Weiner. The judgment permanently enjoins Weiner from violating the registration provisions of Section 5 of the Securities Act of 1933 (“Securities Act”) and imposes a one-year penny stock bar against Weiner. The judgment also ordered Weiner to pay $1,215,057 in disgorgement, $80,135 in prejudgment interest, and a $50,000 civil penalty. Weiner consented to the entry of the judgment, without admitting or denying the allegations of the Commission’s complaint. Weiner also settled a related forfeiture action brought by the Civil Division of the U.S. Attorney’s Office for the Eastern District of New York.

The Commission’s civil action against Myron Weiner, filed on November 22, 2011, relates to his unregistered sales of shares of Spongetech Delivery Systems, Inc. (“Spongetech”) in 2009. In its complaint, the Commission alleges that Weiner purchased the shares from a Spongetech affiliate at a discounted price of 5 cents, and then sold the shares into the public market less than three months later for 20 cents, for a profit of $1,215,057. The Commission alleges that Weiner’s conduct violated the registration provisions of Section 5 of the Securities Act, since his sales were not registered with the Commission, and no exemption from the registration requirements of the federal securities laws applied.

The Commission wishes to thank the U.S. Attorney’s Office, the Federal Bureau of Investigation and the Internal Revenue Service for their assistance and cooperation in connection with this matter. [SEC v. Myron Weiner, Civil Action No. 11-CV-5731 (E.D.N.Y.) (DLI)(RER)] (LR-22206)

Investment company act releases

Genesis Capital, LLC and Northern Lights Fund Trust

An order has been issued on an application filed by Genesis Capital, LLC and Northern Lights Fund Trust for an exemption from Section 15(a) of the Investment Company Act of 1940 (Act) and Rule 18f-2 under the Act. The order permits the applicants to enter into and materially amend subadvisory agreements without shareholder approval. (Rel. IC-29888 - December 19)

Rio Tinto plc and Rio Tinto Limited

A notice has been issued giving interested persons until January 13, 2012 to request a hearing on an application filed by Rio Tinto plc and Rio Tinto Limited (together, “Rio Tinto”) for an order under Section 3(b)(2) of the Investment Company Act declaring Rio Tinto to be primarily engaged in a business other than that of investing, reinvesting, owning, holding or trading in securities. (Rel. IC-29889 - December 19)

Highland Capital Management, L.P., et al.

A notice has been issued giving interested persons until January 13, 2011, to request a hearing on an application filed by Highland Capital Management, L.P., et al., for an order to permit: (a) certain open-end management investment companies or series thereof to issue shares (Shares) redeemable in large aggregations only (Creation Unit Aggregations); (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 from 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 Unit Aggregations; 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-29890 - December 19)

Self-Regulatory Organizations

Accelerated Approval of Proposed Rule Change

The NYSE Amex LLC filed, and the Commission approved on an accelerated basis, a proposed rule change (SR-NYSEAmex-2011-97) pursuant to Section 19(b)(1) of the Exchange Act to amend NYSE Amex Rule 452 and Corresponding Section 723 of the Company Guide and Amex Rule 577 relating to discretionary proxy voting on executive compensation matters. Publication is expected in the Federal Register during the week of December 19. (Rel. 34-66006)

Immediate Effectiveness of Proposed Rule Changes

A proposed rule change filed by the National Stock Exchange, Inc. (SR-NSX-2011-15) to amend its fee and rebate schedule 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 December 19. (Rel. 34-66007)

A proposed rule change filed by C2 Options Exchange, Incorporated (SR-C2-2011-40) relating to the Penny Pilot program 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 December 19. (Rel. 34-66008)

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-8     ONEOK INC /NEW/, 100 WEST 5TH ST, TULSA, OK, 74103, 9185887000 - 
        1,300,000 ($105,950,000.00) Equity, (File 333-178622 - Dec. 20) 
        (BR. 02C)

        310-217-9400 - 2,000,000 ($2,900,650.00) Equity, (File 333-178623 - 
        Dec. 20) (BR. 09B)

        A8, H1P 1Z4, 514-852-2111 - 12,000,000 ($3,000,000.00) Equity, 
        (File 333-178624 - Dec. 20) (BR. 09B)

        441-279-5700 - 0 ($19,545,000.00) Equity, (File 333-178625 - Dec. 20) 
        (BR. 01A)

        20036, 0 ($2,112,312,575.00) Other, (File 333-178626 - Dec. 20) (BR. DN)

S-8     IVOICE, INC /NJ, 750 HIGHWAY 34, MATAWAN, NJ, 07747, 7324417700 - 
        1,609,436,507 ($160.94) Equity, (File 333-178627 - Dec. 20) (BR. 03A)

S-1     ATEL Growth Capital Fund 8, LLC, ATEL FINANCIAL SERVICES, LLC, 
        415-989-8800 - 0 ($75,000,000.00) Debt, (File 333-178629 - Dec. 20) 
        (BR. 06)

        44143-1467, 2162615000 - 2,100,000 ($33,043,500.00) Equity, 
        (File 333-178630 - Dec. 20) (BR. 08C)

S-1     Comp Services, Inc., 414 S. ALMANSOR STREET, ALHAMBRA, CA, 91801, 
        626-227-1453 - 739,000 ($36,950.00) Equity, (File 333-178631 - Dec. 20) 
        (BR. 02)

F-10    Brookfield Office Properties Inc, BCE PLACE, 181 BAY STREET, SUITE 330, 
        TORONTO, A6, M5J 2T3, 416-369-2300 - 0 ($1,000,000,000.00) Equity, 
        (File 333-178635 - Dec. 20) (BR. 08B)

S-8     Jive Software, Inc., 325 LYTTON STREET, PALO ALTO, CA, 94301, 
        503-295-3700 - 20,367,690 ($122,633,790.60) Equity, (File 333-178636 - 
        Dec. 20) (BR. 03A)

S-8     TripAdvisor, Inc., 333 108TH AVENUE NE, BELLEVUE, WA, 98004, 
        425.679.7810 - 17,500,000 ($277,952,000.00) Equity, (File 333-178637 - 
        Dec. 20) (BR. 03C)

        5124774455 - 0 ($1.00) Equity, (File 333-178638 - Dec. 20) (BR. 02C)

        800-847-8366 - 0 ($0.00) Unallocated (Universal) Shelf, 
        (File 333-178639 - Dec. 20) (BR. 05C)

        23510, 757-217-1000 - 2,750,000 ($7,562,500.00) Equity, 
        (File 333-178640 - Dec. 20) (BR. 07C)

        7604387400 - 12,903,226 ($4,000,000.00) Equity, (File 333-178641 - 
        Dec. 20) (BR. 11C)

        FARMINGTON, CT, 06034-2925, 860-409-2925 - 
        0 ($0.00) Unallocated (Universal) Shelf, (File 333-178642 - Dec. 20) 
        (BR. 07B)

        (727) 932-9593 - 40,458,125 ($7,687,044.00) Equity, (File 333-178643 - 
        Dec. 20) (BR. 10B)

        10022, 2123282153 - 0 ($100,000,000.00) Unallocated (Universal) Shelf, 
        (File 333-178644 - Dec. 20) (BR. 18)

        00908-0146, 7877298200 - 0 ($618,024,022.48) Equity, (File 333-178645 - 
        Dec. 20) (BR. 07B)

N-2     CĪON Investment Corp, 100 FIFTH AVE - 4TH FL, NEW YORK, NY, 10011, 
        212 - 418 - 4700 - 0 ($1,000,000,000.00) Equity, (File 333-178646 - 
        Dec. 20) (BR. )

        30305, 4049490700 - 0 ($610,000,000.00) Non-Convertible Debt, 
        (File 333-178647 - Dec. 20) (BR. 11C)

S-1     Digital Cinema Destinations Corp., 250 E. BROAD STREET, WESTFIELD, NJ, 
        07090, 908-396-1362 - 0 ($23,000,000.00) Equity, (File 333-178648 - 
        Dec. 20) (BR. )

S-4     Chrysler Group LLC, 1000 CHRYSLER DRIVE, AUBURN HILLS, MI, 48326, 
        800-247-9753 - 0 ($3,200,000,000.00) Non-Convertible Debt, 
        (File 333-178649 - Dec. 20) (BR. 05B)

S-8     Expedia, Inc., 333 108TH AVENUE NE, BELLEVUE, WA, 98004, 
        (425) 679-7200 - 29,000,200 ($165,780,000.00) Equity, 
        (File 333-178650 - Dec. 20) (BR. 05B)

Recent 8K Filings

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


Entry into a Material Definitive Agreement


Termination of a Material Definitive Agreement


Bankruptcy or Receivership


Completion of Acquisition or Disposition of Assets


Results of Operations and Financial Condition


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


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


Cost Associated with Exit or Disposal Activities


Material Impairments


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


Unregistered Sales of Equity Securities


Material Modifications to Rights of Security Holders


Changes in Registrant's Certifying Accountant


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


Changes in Control of Registrant


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


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


Temporary Suspension of Trading Under Registrant's Employee Benefit Plans


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


Change in Shell Company Status


ABS Informational and Computational Material.


Change of Servicer or Trustee.


Change in Credit Enhancement or Other External Support.


Failure to Make a Required Distribution.


Securities Act Updating Disclosure.


Regulation FD Disclosure


Other Events


Financial Statements and Exhibits

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

NAME OF ISSUER                          CODE     8K ITEM NO.          DATE        COMMENT

Acadia Healthcare Company, Inc.         DE       1.01,8.01,9.01       12/15/11

ADVANCED CELL TECHNOLOGY, INC.          DE       3.02,8.01            12/15/11

Advaxis, Inc.                           DE       5.02,9.01            12/14/11

ADVOCAT INC                             DE       5.02,9.01            12/20/11

Aegerion Pharmaceuticals, Inc.          DE       5.02,9.01            12/14/11

AGCO CORP /DE                           DE       5.03,9.01            12/19/11

Alamo Energy Corp.                      NV       7.01,9.01            12/20/11

Alexza Pharmaceuticals Inc.             DE       5.02                 12/16/11

ALION SCIENCE & TECHNOLOGY CORP         DE       2.02,7.01,8.01       12/20/11

ALLIANCE DATA SYSTEMS CORP              DE       7.01,9.01            12/20/11

ALLIANCEBERNSTEIN HOLDING L.P.          DE       5.02,7.01,9.01       12/19/11

ALLIANCEBERNSTEIN L.P.                  DE       5.02,7.01,9.01       12/19/11

Alliqua, Inc.                           FL       5.02,5.07,9.01       12/19/11

ALPHA & OMEGA SEMICONDUCTOR Ltd                  1.01                 12/14/11

ALPHA WASTEWATER, INC.                  NV       5.03,9.01            12/20/11

AMCON DISTRIBUTING CO                   DE       5.07                 12/20/11

American Eagle Energy Inc.              NV       1.01,3.03,5.01,9.01  12/20/11

American Energy Development Corp.       NV       5.02,7.01,9.01       12/19/11

AMERICAN NATIONAL BANKSHARES INC        VA       5.02,9.01            12/20/11

American Standard Energy Corp.          DE       8.01,9.01            12/16/11

AMERIGON INC                            MI       8.01                 12/14/11

ANSYS INC                               DE       5.03,8.01,9.01       12/14/11

AON CORP                                DE       8.01,9.01            12/20/11

APOLLO GROUP INC                        AZ       5.02,7.01,9.01       12/16/11

APPLIED ENERGETICS, INC.                DE       8.01                 12/15/11

ARBOR REALTY TRUST INC                  MD       5.02,8.01            12/15/11

ARBOR REALTY TRUST INC                  MD       8.01                 12/20/11

ARRAY BIOPHARMA INC                     DE       8.01,9.01            12/16/11

ARROWHEAD RESEARCH CORP                 DE       2.02,9.01            12/20/11

ASBURY AUTOMOTIVE GROUP INC             DE       8.01                 12/20/11

ASIARIM CORP                            NV       8.01                 12/20/11

AT&T INC.                               DE       1.02                 12/19/11

ATLANTIC POWER CORP                     A1       2.01,9.01            11/05/11    AMEND

Atrinsic, Inc.                          DE       2.01,8.01            12/15/11

AUTOLIV INC                             DE       5.02,5.03,8.01,9.01  12/20/11

BAKER HUGHES INC                        DE       2.06,5.02,9.01       12/19/11

BankGuam Holding Co                              1.01,9.01            12/15/11

BeesFree, Inc.                          NV       4.01,9.01            12/16/11

BELK INC                                         2.03,9.01            12/14/11

BENIHANA INC                            DE       8.01,9.01            12/20/11

BGC Partners, Inc.                      DE       5.02,5.07,7.01,9.01  12/14/11

BIOANALYTICAL SYSTEMS INC               IN       2.02,9.01            12/20/11

BIOTECH HOLDRS TRUST                    DE       8.01,9.01            12/20/11

BISON INSTRUMENTS INC                   MN       5.02                 12/19/11

BJs RESTAURANTS INC                     CA       8.01,9.01            12/14/11

BLUE RIDGE REAL ESTATE CO               PA       8.01                 12/15/11

Boardwalk Pipeline Partners, LP         DE       5.02,9.01            12/14/11

BORDERS GROUP INC                       MI       7.01,9.01            12/20/11

BRE PROPERTIES INC /MD/                 MD       5.02,9.01            12/14/11

BROOKLINE BANCORP INC                   DE       8.01,9.01            12/20/11

BSD MEDICAL CORP                        DE       5.02                 12/15/11    AMEND

CAGLES INC                              GA       7.01,9.01            11/30/11

CAMDEN NATIONAL CORP                    ME       8.01,9.01            12/20/11

CAMERON INTERNATIONAL CORP              DE       8.01                 12/13/11

Cardinal Ethanol LLC                    IN       7.01,9.01            12/20/11

CARNIVAL CORP                           DE       2.02,9.01            12/20/11

CARPENTER TECHNOLOGY CORP               DE       8.01                 12/20/11

CEMTREX INC                             DE       5.02,9.01            12/19/11

CHARTER COMMUNICATIONS, INC. /MO/       DE       1.01,2.03,8.01,9.01  12/14/11

CHIMERA INVESTMENT CORP                 DE       5.03,9.01            12/14/11

China Industrial Steel Inc.             MD       7.01,9.01            12/20/11

CINTAS CORP                             WA       2.02,9.01            12/20/11

CMS ENERGY CORP                         MI       1.01,9.01            12/15/11

CNL Properties Trust, Inc.              MD       1.01,9.01            12/15/11

Cobalt International Energy, Inc.                1.01,2.01            12/20/11

COLDWATER CREEK INC                     DE       5.02                 12/19/11

Colony Financial, Inc.                  MD       8.01                 12/19/11

COMMERCE GROUP CORP /WI/                WI       8.01                 12/15/11

CONAGRA FOODS INC /DE/                  DE       2.02,9.01            12/20/11

CONSUMER PORTFOLIO SERVICES INC         CA       1.01,2.03,9.01       12/14/11

COOPER COMPANIES INC                    DE       1.01,9.01            12/14/11

CUMULUS MEDIA INC                       DE       8.01,9.01            12/20/11

CVS CAREMARK CORP                       DE       2.02,9.01            12/20/11

CYTODYN INC                             CO       5.02,7.01,9.01       12/15/11

DARA BioSciences, Inc.                  DE       5.02                 12/19/11

DELTA NATURAL GAS CO INC                KY       2.03                 12/20/11

DENBURY RESOURCES INC                   DE       5.02                 12/14/11

DEPOMED INC                             CA       1.01,1.02,5.02       12/15/11

DGT Holdings Corp.                      NY       5.02,5.07,8.01       09/22/11

DGT Holdings Corp.                      NY       5.02                 09/21/11    AMEND

Digital Domain Media Group, Inc.        FL       2.02,8.01,9.01       12/20/11

DIRECT INSITE CORP                      DE       8.01,9.01            12/13/11

DIVERSIFIED GLOBAL HOLDINGS GROUP INC   FL       1.01,3.02,5.03,9.01  11/09/11

Dixie Foods International, Inc          FL       5.02                 12/16/11

DONALDSON CO INC                        DE       5.02,7.01,9.01       12/20/11

DRINKS AMERICAS HOLDINGS, LTD           DE       1.01,2.04,3.02,9.01  12/13/11

Duke Mountain Resources, Inc            NV       1.01                 12/20/11

DYNAVAX TECHNOLOGIES CORP               DE       8.01,9.01            12/20/11

DYNEGY INC.                             DE       1.01,9.01            12/16/11

EARTHSTONE ENERGY INC                   DE       8.01,9.01            12/19/11

ECA Marcellus Trust I                   DE       8.01,9.01            12/19/11

EnerJex Resources, Inc.                 NV       1.01,2.03,9.01       12/14/11

EPLUS INC                               DE       8.01                 12/19/11

Eternal Energy Corp.                             1.01,5.01,5.02,5.03, 12/20/11
EV Energy Partners, LP                  DE       1.01,5.02,9.01       12/20/11

FAUQUIER BANKSHARES, INC.               VA       7.01,9.01            12/20/11

Federal Home Loan Bank of Atlanta       X1       2.03                 12/20/11

Federal Home Loan Bank of Boston        X1       2.03                 12/15/11

Federal Home Loan Bank of Chicago       X1       2.03                 12/14/11

Federal Home Loan Bank of Chicago       X1       5.03,9.01            12/15/11

Federal Home Loan Bank of Cincinnati    X1       2.03,9.01            12/14/11

Federal Home Loan Bank of Des Moines    X1       7.01,9.01            12/20/11

Federal Home Loan Bank of Des Moines    X1       2.03,9.01            12/16/11

Federal Home Loan Bank of Indianapoli   X1       2.03,9.01            12/20/11

Federal Home Loan Bank of New York      X1       2.03,9.01            12/14/11

Federal Home Loan Bank of Pittsburgh    PA       2.03,9.01            12/14/11

Federal Home Loan Bank of San Francis   X1       2.03                 12/15/11

Federal Home Loan Bank of Topeka                 2.03,9.01            12/14/11

FIRST M&F CORP/MS                       MS       5.03,9.01            12/14/11

FIRST OF LONG ISLAND CORP               NY       5.03,9.01            12/20/11

FIRSTCITY FINANCIAL CORP                DE       7.01,9.01            12/20/11

FLEXTRONICS INTERNATIONAL LTD.          U0       5.02                 12/16/11

FSI INTERNATIONAL INC                   MN       2.02,9.01            12/20/11

Fuel Systems Solutions, Inc.                     5.02,5.03,9.01       12/14/11

FXCM Inc.                                        1.01,2.03,7.01,9.01  12/19/11

GALECTIN THERAPEUTICS INC               NV       8.01,9.01            12/20/11

GE Dealer Floorplan Master Note Trust   DE       1.01,9.01            12/16/11

GENERAL MILLS INC                       DE       2.02,9.01            12/20/11

General Moly, Inc                       DE       5.02,8.01,9.01       12/15/11

GLIMCHER REALTY TRUST                   MD       1.01,8.01,9.01       12/20/11

GLOBAL CASINOS INC                      UT       2.03,3.02,9.01       12/20/11

GOLDEN GRAIN ENERGY                     IA       1.01                 12/15/11

Golden Spirit Enterprises Ltd.          DE       5.03                 12/20/11

GP STRATEGIES CORP                      DE       5.07                 12/14/11

GREENHILL & CO INC                      DE       5.02,9.01            12/20/11

GROEN BROTHERS AVIATION INC /UT/        UT       1.01,3.03,5.03,9.01  12/19/11

HANCOCK FABRICS INC                     DE       5.07,8.01            12/16/11

HARDINGE INC                            NY       1.01,2.03,9.01       12/16/11

HARMONIC ENERGY, INC.                   NV       5.02,8.01            12/16/11

HEALTH ENHANCEMENT PRODUCTS INC         NV       1.02,5.02            12/16/11

HEALTHWAYS, INC                         DE       7.01,9.01            12/20/11

HOME PROPERTIES INC                     MD       1.01,2.03,9.01       12/19/11

HOMELAND ENERGY SOLUTIONS LLC                    1.01                 12/15/11

HORNE INTERNATIONAL, INC.               DE       5.02                 12/19/11

HOUSTON AMERICAN ENERGY CORP            DE       8.01                 12/19/11

HSW International, Inc.                 DE       4.01,5.02,9.01       12/20/11

IDT CORP                                DE       7.01,9.01            12/20/11

IDT CORP                                DE       5.07                 12/15/11

II-VI INC                               PA       7.01,9.01            12/19/11

IKANOS COMMUNICATIONS                   CA       3.01                 12/16/11

IMAGE SENSING SYSTEMS INC               MN       1.01,2.05,9.01       12/15/11

IMAGING3 INC                            CA       5.02                 12/20/11

IMMUNOGEN INC                           MA       7.01                 12/20/11

IMPERIAL SUGAR CO /NEW/                 TX       8.01,9.01            12/16/11

INCYTE CORP                             DE       5.02                 12/20/11

INERGY L P                              DE       1.01,9.01            12/15/11

INERGY MIDSTREAM, L.P.                           1.01,9.01            12/15/11

INFINERA CORP                           DE       5.02                 12/14/11

INFORMATICA CORP                        DE       5.05                 12/15/11

Infusion Brands International, Inc.     NV       1.01,3.02,9.01       12/14/11

INSIGNIA SYSTEMS INC/MN                 MN       5.02,9.01            12/16/11

INTEGRATED DEVICE TECHNOLOGY INC        DE       1.01,9.01            12/14/11

INTEGRATED ELECTRICAL SERVICES INC      DE       1.01,2.02,9.01       12/15/10

INTEGRYS ENERGY GROUP, INC.             WI       5.03,9.01            12/15/11

INTER PARFUMS INC                       DE       8.01                 12/20/11

INTERNATIONAL BANCSHARES CORP           TX       5.02                 12/16/11

INTERNATIONAL LEASE FINANCE CORP        CA       7.01,9.01            12/19/11

INTERSECTIONS INC                       DE       1.01,9.01            12/19/11

IRIS INTERNATIONAL INC                  DE       1.01,9.01            12/14/11

JABIL CIRCUIT INC                       DE       2.02,9.01            12/20/11

JACOBS ENTERTAINMENT INC                DE       9.01                 10/03/11    AMEND

JEFFERIES GROUP INC /DE/                DE       2.02,9.01            12/20/11

KBR, INC.                               DE       7.01,9.01            12/20/11

KBS Real Estate Investment Trust, Inc   MD       1.01,2.03            12/14/11

LADENBURG THALMANN FINANCIAL SERVICES   FL       1.01,5.02            12/15/11

LADENBURG THALMANN FINANCIAL SERVICES   FL       5.07                 11/10/11    AMEND

LEAF Equipment Finance Fund 4, L.P.     DE       5.02                 12/14/11

LEAF Equipment Leasing Income Fund II   DE       5.02                 12/14/11

LEASE EQUITY APPRECIATION FUND I LP     DE       5.02                 12/14/11

Lease Equity Appreciation Fund II, L.   DE       5.02,8.01            12/14/11

Liberty Media Corp                      DE       2.02,7.01,9.01       12/16/11

LIBERTY SILVER CORP                              3.02                 12/19/11

LORAN CONNECTION CORP                   NV       5.02,5.03,8.01,9.01  12/13/11

LTS Nutraceuticals, Inc.                NV       1.01,2.01,3.02,9.01  12/14/11

M&T BANK CORP                           NY       8.01                 12/19/11

MAGELLAN MIDSTREAM PARTNERS LP          DE       7.01,9.01            12/20/11

MAGELLAN PETROLEUM CORP /DE/            DE       3.02,8.01,9.01       12/14/11

MAKEMUSIC, INC.                         MN       1.01,9.01            12/19/11

MARTIN MARIETTA MATERIALS INC           NC       8.01                 12/06/11

MB FINANCIAL INC /MD                             5.02                 12/14/11

MEDIA SCIENCES INTERNATIONAL INC                 8.01                 12/19/11

MEMSIC Inc                                       5.02                 12/15/11

Merriman Holdings, Inc                  DE       3.02                 12/14/11

Mindesta Inc.                           DE       1.01,5.02,9.01       12/15/11

MMEX Mining Corp                                 1.01                 12/15/11

MMRGlobal, Inc.                         DE       8.01                 12/16/11

Mojo Ventures, Inc.                     DE       4.01,9.01            12/15/11

MOLINA HEALTHCARE INC                   DE       7.01,9.01            12/20/11

NASDAQ OMX GROUP, INC.                  DE       5.02,9.01            12/14/11

NATIONAL WESTERN LIFE INSURANCE CO      CO       5.02,9.01            12/14/11

NATURAL GAS SERVICES GROUP INC                   5.02                 12/19/11

NAVISTAR INTERNATIONAL CORP             DE       2.02,5.02,7.01,9.01  12/17/11

NB&T FINANCIAL GROUP INC                OH       8.01                 12/20/11

Neonode, Inc                            DE       3.02                 12/14/11

Net Element, Inc.                       DE       5.02                 12/14/11

NEW ENERGY SYSTEMS GROUP                NV       8.01,9.01            12/19/11

NEWPORT CORP                            NV       2.01,9.01            10/04/11    AMEND

NEWS CORP                                        8.01,9.01            12/20/11

NEXT FUEL, INC.                         NV       8.01,9.01            12/19/11

NEXTERA ENERGY INC                      FL       5.02                 12/16/11

NIC INC                                 CO       8.01                 12/16/11

NIKE INC                                OR       2.02,9.01            12/19/11

NorthStar Real Estate Income Trust, I   MD       8.01                 12/16/11

NORTHWEST NATURAL GAS CO                OR       5.02,9.01            12/14/11

NORTHWESTERN CORP                       DE       7.01                 12/20/11

NOVELOS THERAPEUTICS, INC.              DE       5.02                 12/16/11

NTN BUZZTIME INC                        DE       1.01,9.01            12/20/11

NTS MORTGAGE INCOME FUND                DE       8.01,9.01            12/19/11

Nuveen Diversified Commodity Fund       DE       7.01,9.01            12/20/11

OCEANEERING INTERNATIONAL INC           DE       2.01,9.01            12/20/11

Ohr Pharmaceutical Inc                           3.02                 12/16/11

OIL SERVICE HOLDRS TRUST                NY       8.01,9.01            12/20/11

OPENTABLE INC                           DE       5.02,8.01,9.01       12/14/11

Options Media Group Holdings, Inc.      NV       5.02                 12/14/11

ORACLE CORP                                      2.02,8.01,9.01       12/20/11

ORCHID CELLMARK INC                              3.01,3.02,3.03,5.03, 12/15/11
Otter Tail Corp                         MN       5.02                 12/16/11

PALL CORP                               NY       5.02,5.07            12/14/11

PAPA JOHNS INTERNATIONAL INC            DE       7.01,9.01            12/20/11

PARTNERRE LTD                                    8.01,9.01            12/14/11

PATRICK INDUSTRIES INC                  IN       7.01,9.01            12/19/11

PAYCHEX INC                             DE       2.02,9.01            12/20/11

PEER REVIEW MEDIATION & ARBITRATION I   FL       2.01,9.01            11/01/10

PEOPLES BANCORPORATION INC /SC/         SC       1.01,8.01,9.01       12/19/11

PEOPLES LIBERATION INC                  DE       5.02                 12/14/11

PHARMACEUTICAL HOLDRS TRUST                      8.01,9.01            12/20/11

PHARMACYCLICS INC                       DE       8.01,9.01            12/19/11

PILGRIMS PRIDE CORP                     DE       9.01                 12/20/11    AMEND

PLAINS EXPLORATION & PRODUCTION CO      DE       7.01                 12/19/11

POZEN INC /NC                                    1.01                 12/19/11

PREMIERE GLOBAL SERVICES, INC.          GA       1.01,2.03,9.01       12/20/11

Prestige Brands Holdings, Inc.                   7.01,9.01            12/20/11

PRIVATE MEDIA GROUP INC                 NV       5.02                 12/15/11

PROELITE, INC.                          NJ       5.02                 12/14/11

PROFESSIONAL VETERINARY PRODUCTS LTD    NE       2.01,9.01            12/16/11

PROGENICS PHARMACEUTICALS INC           DE       8.01,9.01            12/20/11

PROVECTUS PHARMACEUTICALS INC           NV       8.01,9.01            12/20/11

PSS WORLD MEDICAL INC                   FL       5.02,9.01            12/15/11

PUBLIX SUPER MARKETS INC                FL       1.01,9.01            12/14/11

RADIANT LOGISTICS, INC                  DE       5.02                 12/14/11

REALNETWORKS INC                        WA       5.02                 12/15/11

Regency Energy Partners LP              DE       8.01                 12/19/11

REGIONAL BANK HOLDERS SM TRUST          NY       8.01,9.01            12/20/11

REINSURANCE GROUP OF AMERICA INC        MO       1.01,1.02,2.03,9.01  12/19/11

REPLIGEN CORP                           DE       5.03,9.01            12/15/11

REPLIGEN CORP                           DE       2.01,7.01,9.01       12/20/11

RETAIL HOLDRS TRUST                     NY       8.01,9.01            12/20/11

RIMAGE CORP                             MN       9.01                 10/10/11    AMEND

Rock Energy Resources, Inc.             DE       2.01,2.03,3.02,8.01, 12/14/11
Rose Rock Midstream, L.P.                        1.01,2.03,3.02,5.03, 12/14/11
ROYAL BANCSHARES OF PENNSYLVANIA INC    PA       5.02                 12/14/11

RUBICON FINANCIAL INC                   NV       8.01                 12/07/11

RYLAND GROUP INC                        MD       1.01,2.03,9.01       12/14/11

SANDY SPRING BANCORP INC                MD       8.01,9.01            12/20/11

SANTARUS INC                            DE       8.01,9.01            12/20/11

SCBT FINANCIAL CORP                     SC       8.01,9.01            12/19/11

Seagate Technology plc                  L2       2.01,3.02,9.01       12/19/11

SEMICONDUCTOR HOLDRS TRUST              NY       8.01,9.01            12/20/11

SG BLOCKS, INC.                         DE       2.01,9.01            11/04/11    AMEND

SHERIDAN GROUP INC                      DE       8.01                 11/23/11

SHERWIN WILLIAMS CO                     OH       5.02                 12/14/11

SIMPSON MANUFACTURING CO INC /CA/       DE       5.02,9.01            12/16/11

SIMPSON MANUFACTURING CO INC /CA/       DE       1.01,9.01            12/16/11

Six Flags Entertainment Corp                     1.01,1.02,9.01       12/20/11

SOUTHERN MICHIGAN BANCORP INC           MI       7.01,8.01,9.01       12/20/11

SPX CORP                                DE       5.02                 12/16/11

SS&C Technologies Holdings Inc          DE       1.01,1.02,2.03,8.01, 12/15/11
STAR SCIENTIFIC INC                     DE       5.03,5.07,9.01       12/16/11

STEINER LEISURE Ltd                     C5       5.02,9.01            12/19/11

STONE ENERGY CORP                       DE       7.01,9.01            12/19/11

SUREWEST COMMUNICATIONS                 CA       5.02                 12/14/11

SUSQUEHANNA BANCSHARES INC              PA       5.02,8.01,9.01       12/19/11

SXC Health Solutions Corp.              A6       1.01,1.02,2.03       12/16/11

SYPRIS SOLUTIONS INC                    DE       1.01,8.01,9.01       12/20/11

TAL International Group, Inc.           DE       5.02,9.01            12/15/11

TALBOTS INC                             DE       8.01,9.01            12/20/11

TARGACEPT INC                                    8.01,9.01            12/20/11

TaxMasters, Inc.                        NV       1.01,3.02            12/14/11

TBS International plc                   L2       1.01                 12/14/11

TEMPLE INLAND INC                       DE       8.01,9.01            12/18/11

Tennessee Commerce Bancorp, Inc.        TN       3.01                 12/14/11

TIDELANDS ROYALTY TRUST B               TX       7.01,9.01            12/19/11

TMS International Corp.                 DE       1.01,1.02,2.03       12/15/11

TPG Specialty Lending, Inc.             DE       3.02                 12/16/11

TRANSDEL PHARMACEUTICALS INC            DE       1.01,1.02,2.03,3.02, 10/07/11
Travelport LTD                          D0       1.01,5.02,9.01       12/14/11

Trius Therapeutics Inc                  DE       7.01,9.01            12/19/11

TRUMP ENTERTAINMENT RESORTS, INC.       DE       1.01                 12/20/11

U. S. Premium Beef, LLC                          7.01,9.01            12/20/11

UNIFI INC                               NY       1.01,9.01            12/19/11

UNITED BANCSHARES INC /PA               PA       5.07                 12/16/11

URANIUM ENERGY CORP                     NV       7.01,9.01            12/20/11

Urban Barns Foods Inc.                           5.02,9.01            12/20/11

URSTADT BIDDLE PROPERTIES INC           MD       2.02,9.01            12/15/11

VERMILLION, INC.                        DE       1.01,8.01,9.01       12/19/11

VIRGINIA COMMERCE BANCORP INC                    5.02,9.01            12/20/11

VistaGen Therapeutics, Inc.             NV       2.01                 05/11/11    AMEND

VISTAPRINT N.V.                         P7       1.01,9.01            12/17/11

Vulcan Materials CO                     NJ       1.01,1.02,7.01,9.01  12/15/11

WILLIS GROUP HOLDINGS PLC               L2       1.01,1.02,2.03,5.02, 12/14/11
XO GROUP INC.                           DE       8.01,9.01            12/19/11

YUHE INTERNATIONAL, INC.                NV       3.01                 12/15/11

ZYNEX INC                               NV       1.01,2.03,9.01       12/19/11



Modified: 12/21/2011