SEC Deputy Inspector General to Serve as Agency’s Interim Inspector General
On January 27, 2012, the Securities and Exchange Commission announced that Noelle Maloney will serve as interim Inspector General for the agency following the departure of Inspector General H. David Kotz to join a private investigative services firm. Mr. Kotz’s last day at the Commission was Friday, Jan. 27.
Ms. Maloney will head the SEC’s Office of Inspector General (OIG) while the Commission searches for a permanent head. The 2010 Dodd-Frank Act requires the Inspector General to report to all SEC Commissioners, so SEC Chairman Mary Schapiro has directed the staff to work with the Commissioners to create a consensus process that will involve all the Commissioners in the hiring.
Ms. Maloney has been Deputy Inspector General at the agency since July 2008. In that role, she oversees the OIG’s Office of Investigations and the OIG’s Office of Audits, which conducts independent audits and evaluations of SEC programs and operations. Ms. Maloney also is responsible for supervising the OIG’s administrative, financial, and personnel matters, information systems management, strategic planning, and policy development.
Ms. Maloney joined the SEC in January 2005 as a Senior Counsel in the Office of the General Counsel of the SEC. In that capacity, Ms. Maloney served as an agency subject matter expert on issues of privacy and information sharing.
Before coming to the SEC, Ms. Maloney was the Director of Policy and Public Information for the Peace Corps, where she supervised the audit and evaluation of agency policy, operating plans, and programs, and the drafting of new policy. She also served as the agency’s Freedom of Information and Privacy Act Officer. Ms. Maloney began her federal career at the National Institutes of Health, where she worked in offices of administration and management as well as legislative and intergovernmental affairs.
Ms. Maloney received her bachelor’s degree in English from the College of New Jersey, and her law degree from Rutgers School of Law-Camden, where she graduated with awards for her pro bono work and brief writing. Before moving to Washington, D.C., to begin her federal career, Ms. Maloney clerked for the Honorable Donald A. Smith, Jr., Presiding Civil Judge of the New Jersey Superior Court, and was an associate at the law firm of Sterns & Weinroth, PC. (Press Rel. 2012-20)
Commission Revokes Registration of Securities of RPM Advantage, Inc. For Failure to Make Required Periodic Filings
On January 30, the Commission revoked the registration of each class of registered securities of RPM Advantage, Inc. (RPMV) 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, RPMV 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 RPM Advantage, 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 RPMV’s securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against RPMV in In the Matter of RPM Advantage, Inc., et al., Administrative Proceeding File No. 3-14686.
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 RPM Advantage, Inc., et al., Administrative Proceeding File No. 3-14686, Exchange Act Release No. 66117 (January 6, 2012). (Rel. 34-66267; File No. 3-14686)
SEC Charges Former Executives and Accountants With Fraud at British Subsidiary of Medical Devices Company
SEC Obtains Settlements With CEO and CFO to Clawback Bonuses Under Sarbanes-Oxley Section 304
The Securities and Exchange Commission today announced four enforcement actions arising from an alleged financial fraud spanning several years at a British subsidiary of the NYSE-listed Symmetry Medical, Inc. (Symmetry).
First, the Commission announced today that it has filed and, subject to Court approval, simultaneously settled charges against Richard J. Senior, Matthew Bell, Lynne Norman and Shaun P. Whiteley arising from the alleged financial fraud. According to the Commission’s Complaint, the fraud was orchestrated and carried out by senior executives and accounting staff of the Sheffield, England-based Symmetry Medical Sheffield LTD, f/k/a Thornton Precision Components, Limited (hereinafter TPC), particularly by Senior, Bell, Norman and Whiteley, who were, respectively, Symmetry’s VP for European Operations, TPC’s Finance Director, TPC’s Controller and a TPC Management Accountant. According to the Complaint, the fraud involved the systematic understatement of expenses and overstatement of assets and revenues, and materially distorted the financial statements of the Indiana-headquartered Symmetry, into which TPC’s financials were consolidated, for a period running from Symmetry’s December 2004 initial public offering through its second fiscal quarter of 2007. The Complaint further alleges that during the fraud, Senior, Bell and Norman made false certifications as to the accuracy of the financial information reported to Symmetry by TPC, and lied to TPC’s outside auditors. Finally, the Complaint alleges that Senior and Bell sold Symmetry stock during the fraud, at prices each knew or recklessly disregarded were inflated by the fraud at TPC.
According to the Complaint, by their conduct, Senior, Bell, Norman and Whiteley violated Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5 and 13b2-1 thereunder, and aided and abetted Symmetry’s violation of Exchange Act Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B), and Rules 12b-20, 13a-1 and 13a-13 thereunder; Senior and Bell also violated Section 17(a) of the Securities Act of 1933; and Senior, Bell and Norman also violated Exchange Act Rule 13b2-2. The four defendants’ signed Consents—which are subject to approval by the Court—provide that, without admitting or denying the Commission’s allegations, defendants Senior, Bell and Norman would be barred from serving as an officer or director of any public company. (Additionally, Bell, Norman and Whiteley each consented to be permanently barred, in follow-on administrative proceedings, from appearing or practicing before the Commission as accountants.) The final judgment to which Bell consented further orders that he is liable for disgorgement of $136,209 together with $50,728 in prejudgment interest thereon, but, based on his sworn financial statements and supporting documentation, waives payment of disgorgement and prejudgment interest; and the judgment to which Senior consented defers resolution of the monetary portion of his case pending the completion of asset discovery, with which Senior would be ordered to cooperate. Each defendant would also be permanently enjoined against future violations of the statutes and rules each is alleged to have violated.
The Commission also announced that it has filed, and, subject to Court approval, simultaneously settled, a civil action against Symmetry’s former CEO, Brian S. Moore, seeking reimbursement for bonuses and other incentive-based and equity-based compensation pursuant Section 304 of the Sarbanes-Oxley Act of 2002. The Commission’s Complaint alleges that Symmetry was required to restate its annual financial statements for 2005 and 2006, as well as other reporting periods, as a result of misconduct in the reporting of TPC’s financials. The Complaint further alleges that Moore received from Symmetry bonuses and incentive-based and equity-based compensation, and realized profits from the sale of Symmetry stock, during the 12-month periods following the restated financials, but has made no reimbursement thereof. The Complaint does not allege that Moore engaged in the fraud. Moore’s signed Consent—which is subject to approval by the Court—provides that, without admitting or denying the Commission’s allegations, Moore would agree to issuance of a Final Judgment ordering him make reimbursement of $450,000 to Symmetry.
The Commission further announced that, separately, it has instituted and simultaneously settled administrative proceedings against two Associate Chartered Accountants in the United Kingdom, Christopher J. Kelly and Margaret Hebb née Whyte, who were the former audit partner and audit manager, respectively, on Ernst & Young LLP UK’s audits of TPC for the 2004 through 2006 fiscal years (in the case of Kelly) and for the 2005 and 2006 fiscal years (in the case of Hebb). Kelly and Hebb consented to issuance of the Commission’s Order and the sanctions it imposed, without admitting or denying the Order’s findings. The Order found that both Kelly and Hebb engaged in improper professional conduct by, among other things, failing to properly audit TPC’s accounts receivable balances and inventory. Based on these findings, the Order suspended both Kelly and Hebb from appearing or practicing before the Commission as accountants, with a right to re-apply after two years. See Matter of Christopher J. Kelly, ACA and Margaret Hebb, ACA, Admin. Proc. File No. 3-14724 (Jan. 30, 2012).
Finally, the Commission further announced that, separately, it has instituted and simultaneously settled administrative proceedings against Symmetry and its CFO, Fred L. Hite. Symmetry and Hite consented to issuance of the Commission’s Order and the sanctions it imposed, without admitting or denying the Order’s findings. With respect to Symmetry, the Order found that, as a result of the fraud at TPC, Symmetry (i) filed periodic reports with the Commission that included materially false and misleading financial statements in violation of Exchange Act Section 13(a) and Rules 12b-20, 13a-1 and 13a-13 and (ii) maintained materially inaccurate books, records and accounts in violation of Exchange Act Section 13(b)(2)(a); and that Symmetry also failed to devise and maintain effective internal accounting controls in violation of Exchange Act Section 13(b)(2)(B). With respect to Hite, the Order found that by failing to provide an internal audit status report concerning TPC to Symmetry’s Audit Committee in July 2006, Hite violated Exchange Act Section 13(b)(5) and was a cause of Symmetry’s violation of Exchange Act Section 13(b)(2)(B); and that by failing to reimburse Symmetry for bonuses, incentive- and equity-based compensation, and Symmetry stock-sale proceeds he received during periods embraced by Symmetry’s restatement, Hite violated Section 304 of the Sarbanes-Oxley Act. Based on the foregoing findings, the Commission ordered Symmetry and Hite to cease-and-desist from committing or causing future violations of the relevant provisions, and ordered Hite to pay a $25,000 penalty and make reimbursement of $185,000 to Symmetry. See Matter of Symmetry Medical, Inc. and Fred L. Hite, Admin. Proc. File No. 3-14723 (Jan. 30, 2012).
The Commission acknowledges the assistance of the United Kingdom’s Financial Services Authority (FSA) in this matter. SEC v. Richard J. Senior et al., Civil Action No. 3:12CV60 (N.D. Ind., Jan. 30, 2012); SEC v. Brian S. Moore, Civil Action No. 3:12CV61 (N.D. Ind.)]; [SEC v. Brian S. Moore, Civil Action No. 3:12CV61 (N.D. Ind.)] (LR-22241); Administrative Proceeding in the Matter of Symmetry Medical, Inc. and Fred L. Hite (Rel. 34-66268; AAE Rel. 3358; File No. 3-14723) Administrative Proceeding in the Matter of Christopher J. Kelly, ACA and Margaret Hebb, ACA (Rel. 34-66269; AAE Rel. 3359; File No. 3-14724)
Judgments Entered Against Arthur and Gloria Lin in Chicago Area Offering Fraud Case
The Securities and Exchange Commission announced today that on January 25, 2012 U.S. District Judge Ruben Castillo entered judgments against Arthur Lin (“Lin”) and his wife, Relief Defendant Gloria Lin. The SEC’s complaint, filed in the U.S. District Court for the Northern District of Illinois, alleges that from at least September 2006 through at least January 2009, Defendants Marcin Malarz (“Malarz”), Jacek Sienkiewicz (“Sienkiewicz”), and Lin raised at least $14,380,000 from at least 43 investors through the fraudulent unregistered offer and sale of promissory notes issued by entities owned and controlled by Malarz and/or Sienkiewicz. Malarz Equity Investments, LLC (“Malarz Equity”) was the primary entity through which the scheme was perpetrated. Gloria Lin was a member of Malarz Equity, and Lin was an officer of Malarz Equity. The complaint alleges, among other things, that investors were told that their funds would be used to purchase apartment complexes and rehabilitate and convert the individual apartment units for sale as condominiums. The complaint alleges that contrary to these representations, Malarz used substantial sums of the Malarz Equity investors’ funds for his personal benefit and to make ponzi-type “interest” and principal payments to previous investors. Further, Lin received at least $436,000 in undisclosed commission payments, which were transmitted to Relief Defendant Gloria Lin.
To resolve the Commission’s charges, without admitting or denying the allegations of the complaint, Lin consented to the entry of a judgment permanently enjoining him from violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and ordering disgorgement of $436,000 and prejudgment interest of $49,583, but waiving payment of all but $158,240 in disgorgement and prejudgment interest and not imposing a civil penalty, based upon Lin’s representations in his sworn statement of financial condition dated August 16, 2011. Without admitting or denying the allegations of the complaint, Gloria Lin consented to the entry of a judgment ordering her jointly and severally liable for the disgorgement amount owed by Lin. The Lins are required to pay $43,500 within 14 days of the entry of the final judgments and the remaining $114,740 within 1 year of the date of entry of the final judgments plus post-judgment interest thereon.
The Commission acknowledges the assistance of the Illinois Securities Department in this matter. [SEC v. Marcin Malarz et al., Case No. 11-cv-8803 (N.D. Ill., filed December 12, 2011)] (LR-22242)
Relationship Partner at Accounting Firm Charged With Fraud and Barred For Five Years; Former Syntax-Brillian Corp. Executive Ordered to Pay More Than $48 Million For Insider Trading and Financial Fraud
On January 30, 2012, the Securities and Exchange Commission filed settled charges against Robert Chiu for aiding and abetting the fraudulent revenue recognition scheme at Syntax-Brillian Corporation (“Syntax”), a developer of high-definition LCD televisions. In addition, on January 12, 2012, Judge Susan R. Bolton of the United States District Court for the District of Arizona entered a default judgment against Thomas Chow, formerly the Chief Procurement Officer and a Director of Syntax. The Court permanently enjoined Chow from future violations of the antifraud, reporting, books and records, internal controls, and misrepresentation to auditor provisions of the federal securities laws, and ordered him to pay disgorgement of $10,370,317.16, prejudgment interest of $2,567,483.64, an insider trading penalty of $30,849,951.48, and a civil penalty of $4,680,000.00 for his role in the financial fraud scheme. Chow was also permanently barred from serving as an officer or director of a publicly traded company.
As alleged in the SEC’s Complaint against Chow, from at least June 2006 through April 2008, Chow and other members of Syntax’s senior management engaged in a complex scheme to overstate Syntax’s revenues and earnings and artificially inflate its stock price. As a result, Syntax reported false and misleading financial statements beginning in the fiscal year ended June 30, 2006, through the fiscal first quarter ended September 30, 2007. The scheme included the creation of fictitious sales and shipping documents and coordinating the circular transfer of funds among and between Syntax, its primary manufacturer in Taiwan, and its purported distributor in Hong Kong.
In its Complaint against Chiu, the SEC alleged that he served as an audit and relationship partner for Syntax’s outside auditor. Specifically, the SEC alleged that Chiu instructed Syntax executives on how to create a backdated distribution agreement to assist them in improperly recognizing revenue in Syntax’s fourth quarter ended June 30, 2006. Additionally, the SEC alleged that after his firm was replaced as Syntax’s auditor, Chiu participated in an engagement for Syntax’s purported distributor, where he learned that it was treating the Syntax sales as agency sales. This treatment was in contrast to Syntax’s treatment of the same sales. Despite his knowledge, Chiu failed to object to his accounting firm’s issuance of multiple consents to the reissuance of its audit opinion to Syntax’s Form 10-K for fiscal year 2007.
Without admitting or denying the allegations in the SEC’s complaint, Chiu consented to the entry of a final judgment permanently enjoining him from aiding and abetting violations of Sections 10(b), 13(b)(2)(A), 13(b)(2)(B), and 13(b)(5) of the Exchange Act, and Rules 10b-5, 13b2-1, and 13b2-2 thereunder. Chiu also consented to the institution of settled administrative proceedings pursuant to Rule 102(e)(3) of the Commission’s Rules of Practice suspending him from appearing or practicing before the Commission as an accountant, with the right to reapply after five years.
The settlement with Chiu takes into account his substantial cooperation with the Commission’s investigation.
The Commission has previously obtained permanent injunctions against defendants James Li, Roger Kao, Christopher Liu, and Wayne Pratt, and collected total disgorgement of $88,000, prejudgment interest of $17,000, and civil penalties of $290,000. In addition, the Commission obtained officer and director bars against Li, Liu, and Pratt, as well as the entry of an administrative order suspending Pratt from appearing or practicing before the Commission as an accountant with the right to reapply after five years. For more information see [SEC v. James Li (A/K/A Ching Hua Li), Thomas Chow (A/K/A Man Kit Chow), Roger Kao (A/K/A Chao Chun Kao), Christopher Liu (A/K/A Chi Lei Liu), and Wayne A. Pratt, Civil Action No. CV-11-1712-PHX-SRB (SRB) (D. Ariz.) (Filed Aug. 30, 2011)] (LR-22075; AAER-3315). [SEC v. Robert Chiu (a/k/a Chi Hung Chiu), Civil Action No. CV-12-00200-PHX-JWS (JWS) (D. Ariz.) (Filed Jan. 30, 2012)] (LR-22243; AAER-3360)
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change filed by NASDAQ OMX PHLX LLC (SR-Phlx-2012-09) relating to a document removal fee 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 January 30. (Rel. 34-66251)
A proposed rule change filed by NASDAQ OMX PHLX LLC (SR-Phlx-2012-10) amending the rebates and fees for adding and removing liquidity in Select Symbols 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 January 30. (Rel. 34-66252)
A proposed rule change filed by Chicago Stock Exchange, Inc. (SR-CHX-2012-04) to extend the program relating to Clearly Erroneous transactions 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 January 30. (Rel. 34-66253)
A proposed rule change filed by International Securities Exchange, LLC (SR-ISE-2012-04) to amend ISE Rule 2128 to extend the 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 January 30. (Rel. 34-66255)
A proposed rule change filed by Chicago Mercantile Exchange, Inc. (CME) regarding fees for its cleared-only OTC FX clearing offering (SR-CME-2012-02) 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 January 30. (Rel. 34-66261)
Proposed Rule Changes
NASDAQ OMX PHLX LLC filed a proposed rule change (SR-Phlx-2012-11) relating to the listing and trading of PHLX FOREX OptionsTM. Publication is expected in the Federal Register during the week of January 30. (Rel. 34-66257)
A proposed rule change filed by the Options Clearing Corporation (OCC) to amend rules relating to public directors (SR-OCC-2012-01) was filed pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of January 30. (Rel. 34-66266)
Approval of Proposed Rule Change
The Commission approved a proposed rule change (SR-CBOE-2011-007) filed by Chicago Board Options Exchange, Incorporated to adopt rules in connection with S&P 500 option variance basket trades. Publication is expected in the Federal Register during the week of January 30. (Rel. 34-66265)
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-1 Three Rivers Operating Co Inc., 1122 SOUTH CAPITAL OF TEXAS HIGHWAY, SUITE 325, AUSTIN, TX, 78746, 512-600-3190 - 0 ($300,000,000.00) Equity, (File 333-179193 - Jan. 27) (BR. 04) S-8 EMULEX CORP /DE/, 3333 SUSAN STREET, COSTA MESA, CA, 92626, 7146625600 - 3,292,901 ($29,932,470.09) Equity, (File 333-179194 - Jan. 27) (BR. 03B) S-8 PATRIOT NATIONAL BANCORP INC, 900 BEDFORD ST, STAMFORD, CT, 06901, 2033247500 - 3,000,000 ($5,190,000.00) Equity, (File 333-179204 - Jan. 27) (BR. 07C) S-3ASR RYLAND GROUP INC, 3011 TOWNSGATE ROAD, SUITE 200, WESTLAKE VILLAGE, CA, 91361-3027, (805) 367-3800 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-179206 - Jan. 27) (BR. 06A) S-8 Bonanza Creek Energy, Inc., 410 17TH STREET, SUITE 1500, DENVER, CO, 80202, 720-440-6100 - 0 ($36,975,000.00) Equity, (File 333-179207 - Jan. 27) (BR. 04C) S-1 Advaxis, Inc., TECHNOLOGY CENTRE OF NEW JERSEY, 675 ROUTE 1, NORTH BRUNSWICK, NJ, 08902, 732 545 1590 - 12,898,630 ($2,192,767.10) Equity, (File 333-179208 - Jan. 27) (BR. 01A) S-3 Huntington Funding, LLC, HUNTINGTON CENTER, 41 SOUTH HIGH STREET, COLUMBUS, OH, 43287, (302) 636-5401 - 0 ($1,000,000.00) Asset-Backed Securities, (File 333-179209 - Jan. 27) (BR. ) S-8 WHITE MOUNTAIN TITANIUM CORP, 100 AUGUSTO LEGUIA, SUITE 812, LAS CONDES, SANTIAGO, F3, 00000, 56 2 231-5780 - 2,049,094 ($4,385,061.00) Equity, (File 333-179210 - Jan. 27) (BR. 09A) S-8 SENOMYX INC, 4767 NEXUS CENTRE DRIVE, SAN DIEGO, CA, 92121, 8586468300 - 0 ($6,811,200.00) Equity, (File 333-179211 - Jan. 27) (BR. 01B) S-1 PUGET TECHNOLOGIES, INC., 227 BELLEVUE WAY NE, SUITE 411, BELLEVUE, WA, 98004, 206-350-6345 - 2,000,000 ($80,000.00) Equity, (File 333-179212 - Jan. 27) (BR. ) S-3ASR DOMINION RESOURCES INC /VA/, 120 TREDEGAR STREET, RICHMOND, VA, 23219, 8048192000 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-179213 - Jan. 27) (BR. 02A) S-3 Raptor Pharmaceutical Corp, 9 COMMERCIAL BLVD, SUITE 200, NOVATO, CA, 94949, 415-382-1390 - 0 ($100,000.00) Unallocated (Universal) Shelf, (File 333-179215 - Jan. 27) (BR. 01A) S-3 HORIZON BANCORP /IN/, 515 FRANKLIN SQUARE, MICHIGAN CITY, IN, 46360, 2198790211 - 0 ($40,000,000.00) Unallocated (Universal) Shelf, (File 333-179216 - Jan. 27) (BR. 07B) S-8 CREE INC, 4600 SILICON DR, DURHAM, NC, 27703, 9194075300 - 1,000,000 ($26,450,000.00) Equity, (File 333-179217 - Jan. 27) (BR. 10A) S-8 CREE INC, 4600 SILICON DR, DURHAM, NC, 27703, 9194075300 - 4,081,050 ($107,943,772.50) Equity, (File 333-179218 - Jan. 27) (BR. 10A) S-8 EMAGIN CORP, 3006 NORTHUP WAY, SUITE 103, BELLEVUE, WA, 98004, (425)-284-5200 - 2,299,247 ($10,392,596.00) Equity, (File 333-179219 - Jan. 27) (BR. 10A) S-8 LUCAS ENERGY, INC., 3555 TIMMONS LANE, SUITE 1550, HOUSTON, TX, 77027, 713-528-1881 - 1,500,000 ($3,810,000.00) Equity, (File 333-179220 - Jan. 27) (BR. 04B) S-8 ADOBE SYSTEMS INC, 345 PARK AVE, SAN JOSE, CA, 95110-2704, 4085366000 - 0 ($7,102,747.76) Equity, (File 333-179221 - Jan. 27) (BR. 03C) S-1 DECHAN II, INC., 4322 FLAMING RIDGE TRAIL, LAS VEGAS, NV, 89147, 702-873-8478 - 5,000,000 ($25,000.00) Equity, (File 333-179222 - Jan. 27) (BR. ) S-3 Clean Energy Fuels Corp., 3020 OLD RANCH PARKWAY, SUITE 400, SEAL BEACH, CA, 90740, (562) 493-2804 - 0 ($208,650,000.00) Equity, (File 333-179223 - Jan. 27) (BR. 02C) S-3 Chatham Lodging Trust, 50 COCOANUT ROW, SUITE 200, PALM BEACH, FL, 33480, (561) 802-4477 - 0 ($250,000,000.00) Equity, (File 333-179224 - Jan. 27) (BR. 08C) S-1 GSP-2, INC., 650 SWEET BAY AVENUE, PLANTATION, FL, 33324, 954-467-8170 - 1,487,018 ($354.49) Equity, (File 333-179225 - Jan. 27) (BR. 02A) S-1 Boomerang Systems, Inc., 355 MADISON AVE, MORRISTOWN, NJ, 07960, 973-538-1194 - 0 ($27,169,475.00) Equity, (File 333-179226 - Jan. 27) (BR. 10A) S-8 ZAGG Inc, 3855 S 500 W., SUITE J, SALT LAKE CITY, UT, 84115, 801-263-0699 - 8,000,000 ($65,200,000.00) Equity, (File 333-179227 - Jan. 27) (BR. 02C)
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 1ST CONSTITUTION BANCORP NJ 2.02,9.01 01/27/12 ACADIA REALTY TRUST MD 8.01,9.01 12/09/11 AGREE REALTY CORP DE 7.01,8.01,9.01 01/24/12 AIR PRODUCTS & CHEMICALS INC /DE/ DE 5.07 01/26/12 Alkermes plc. 7.01,9.01 01/27/12 Alliance Holdings GP, L.P. DE 2.02,9.01 01/27/12 ALLIANCE RESOURCE PARTNERS LP DE 2.02,9.01 01/27/12 ALTRIA GROUP, INC. VA 2.02,5.02,5.03,9.01 01/25/12 ALTRIA GROUP, INC. VA 8.01,9.01 01/27/12 AMCOL INTERNATIONAL CORP DE 2.02,9.01 01/27/12 AMERICAN ELECTRIC POWER CO INC NY 2.02,9.01 01/27/12 AMERICAN EXPRESS CO NY 5.02,9.01 01/23/12 American Petroleum Tankers Parent LLC DE 1.01 01/24/12 Amwest Imaging Inc NV 1.01,2.01,2.02,3.02, 09/06/11 AMEND 4.01,5.01,5.02,9.01 ANALOGIC CORP MA 5.02,9.01 01/24/12 ANALOGIC CORP MA 5.02,5.07,9.01 01/23/12 APRICUS BIOSCIENCES, INC. NV 1.01,9.01 01/26/12 ARKANSAS BEST CORP /DE/ DE 2.02,9.01 01/27/12 ARKANSAS BEST CORP /DE/ DE 5.02 01/25/12 ASSOCIATED BANC-CORP WI 5.02,9.01 01/23/12 ASSOCIATED MATERIALS, LLC DE 5.02 01/25/12 Atrinsic, Inc. DE 8.01 01/27/12 AUTONATION, INC. DE 8.01,9.01 01/27/12 AUTONATION, INC. DE 8.01,9.01 01/27/12 AVIS BUDGET GROUP, INC. DE 5.02,9.01 01/27/12 Axion Power International, Inc. DE 5.02 01/23/12 BALLANTYNE STRONG, INC. DE 5.02 01/25/12 Banks.com, Inc. FL 3.01,9.01 01/23/12 BARD C R INC /NJ/ NJ 8.01 01/27/12 Bella Petrellas Holdings, Inc. FL 5.02 01/27/12 BIGLARI HOLDINGS INC. IN 2.02,9.01 01/27/12 BIONOVO INC DE 3.01,5.02,9.01 01/23/12 BOLT TECHNOLOGY CORP CT 2.02,8.01,9.01 01/25/12 CALIFORNIA FIRST NATIONAL BANCORP CA 2.02,7.01,9.01 01/26/12 CAPITAL CITY BANK GROUP INC FL 2.02,9.01 12/31/11 CARPENTER TECHNOLOGY CORP DE 2.02,9.01 01/26/12 Casablanca Mining Ltd. NV 1.01,9.01 01/26/12 Ceelox Inc. 1.02,2.01,5.07,9.01 01/27/12 AMEND CEL SCI CORP CO 1.01,9.01 01/25/12 CENTRAL PACIFIC FINANCIAL CORP HI 5.02,5.03,9.01 01/25/12 CHESAPEAKE UTILITIES CORP DE 8.01 01/24/12 CHESAPEAKE UTILITIES CORP DE 8.01 01/24/12 CHEVRON CORP DE 2.02 01/27/12 CHEVRON CORP DE 5.02 01/25/12 CHINA AMERICA HOLDINGS, INC. FL 8.01 01/27/12 CHINACAST EDUCATION CORP DE 5.02,8.01,9.01 01/23/12 ChromaDex Corp. 7.01,9.01 01/27/12 CIGNA CORP DE 7.01 01/27/12 CITIZENS HOLDING CO /MS/ MS 2.02,7.01,9.01 01/27/12 CITIZENS REPUBLIC BANCORP, INC. MI 7.01,9.01 01/27/12 Claridge Ventures, Inc. NV 4.01 09/16/11 CLEARONE COMMUNICATIONS INC UT 7.01,8.01,9.01 01/26/12 Clearwire Corp /DE DE 8.01,9.01 01/27/12 CLIFFS NATURAL RESOURCES INC. OH 2.02,9.01 01/26/12 COCA-COLA ENTERPRISES, INC. DE 8.01 01/27/12 COLUMBIA BANKING SYSTEM INC WA 2.02,8.01,9.01 01/26/12 COLUMBUS MCKINNON CORP NY 2.02,9.01 01/27/12 COMMUNITY BANK SYSTEM INC DE 1.01,8.01,9.01 01/23/12 Complete Production Services, Inc. DE 2.02,9.01 01/27/12 COMPUTER PROGRAMS & SYSTEMS INC DE 5.02,9.01 01/23/12 Con-way Inc. DE 5.02,5.03,9.01 01/23/12 Consolidation Services, Inc. DE 4.02,9.01 01/25/12 CONVERSION SERVICES INTERNATIONAL INC DE 8.01,9.01 01/27/12 COOPER TIRE & RUBBER CO DE 8.01,9.01 01/26/12 CORNING NATURAL GAS CORP NY 3.02,9.01 01/25/12 COSI INC DE 2.02,9.01 01/26/12 Crystal Rock Holdings, Inc. DE 2.02,9.01 01/27/12 DAWSON GEOPHYSICAL CO TX 5.02,5.07 01/24/12 DELTA APPAREL, INC GA 2.02,7.01,9.01 01/26/12 DIRECTV DE 5.02,9.01 01/25/12 Domark International Inc. NV 4.02 11/21/11 AMEND DOMINION RESOURCES INC /VA/ VA 2.02,9.01 01/27/12 DOMINION RESOURCES INC /VA/ VA 8.01,9.01 01/27/12 DONALDSON CO INC DE 5.02,7.01,9.01 01/27/12 DONALDSON CO INC DE 8.01,9.01 01/27/12 DRI CORP NC 1.01,5.02,9.01 01/16/12 Dynastar Holdings, Inc. NV 1.01,2.01,3.02,5.01, 01/17/12 AMEND 5.02,5.06,9.01 EAGLE ROCK ENERGY PARTNERS L P DE 7.01,8.01,9.01 01/26/12 EASTMAN CHEMICAL CO DE 1.01,8.01,9.01 01/26/12 EASYLINK SERVICES INTERNATIONAL CORP DE 1.01,1.02,9.01 01/23/12 EDIETS COM INC DE 3.01 01/26/12 ELECSYS CORP KS 5.02 01/27/12 ELITE PHARMACEUTICALS INC /DE/ DE 8.01,9.01 01/23/12 EMCORE CORP NJ 5.02,8.01,9.01 01/25/12 EMTEC INC/NJ UT 2.02,9.01 01/24/12 ENCISION INC CO 2.02,9.01 01/26/12 Encore Bancshares Inc TX 2.02,9.01 01/27/12 ENER1 INC FL 1.01,1.03,2.04,5.02, 01/25/12 AMEND 7.01,9.01 ENERGY PARTNERS LTD DE 9.01 01/27/12 AMEND EnerJex Resources, Inc. NV 8.01 01/23/12 EnerJex Resources, Inc. NV 7.01,9.01 01/27/12 ENTERCOM COMMUNICATIONS CORP PA 7.01,9.01 01/26/12 ENTERPRISE BANCORP INC /MA/ MA 2.02,9.01 01/26/12 ESB FINANCIAL CORP PA 2.02,9.01 01/27/12 Euramax Holdings, Inc. DE 8.01,9.01 01/27/12 Excel Corp DE 1.01,2.01,3.02,9.01 01/26/12 F&M BANK CORP VA 2.02,9.01 01/27/12 Federal Home Loan Bank of Chicago X1 2.02,9.01 01/27/12 Federal Home Loan Bank of Topeka 2.02,7.01,9.01 01/27/12 FEDERATED INVESTORS INC /PA/ PA 2.02,9.01 01/26/12 FIRST BANKS, INC MO 2.02,9.01 01/27/12 FIRST COMMUNITY BANCSHARES INC /NV/ NV 7.01 01/26/12 FIRST FINANCIAL BANKSHARES INC TX 2.02,9.01 01/26/12 FIRST MID ILLINOIS BANCSHARES INC DE 2.02,9.01 12/31/11 FIRST OTTAWA BANCSHARES INC DE 5.02 01/26/12 FIRST REPUBLIC PREFERRED CAPITAL CORP 8.01 01/27/12 FORD MOTOR CO DE 2.02,9.01 01/27/12 FORD MOTOR CREDIT CO LLC DE 2.02,9.01 01/27/12 Francesca's Holdings CORP 7.01,9.01 01/26/12 Fresh Traffic Group Inc. NV 5.02 01/23/12 FRONTIER COMMUNICATIONS CORP DE 8.01,9.01 01/27/12 Full Circle Capital Corp MD 1.01,2.03,9.01 01/27/12 General Maritime Corp / MI 2.02,7.01,9.01 01/27/12 GENESIS ENERGY LP DE 1.01,8.01,9.01 01/24/12 GENTA INC DE/ DE 8.01 01/27/12 GENVEC INC DE 1.01,7.01,9.01 01/24/12 GLACIER BANCORP INC DE 2.02,9.01 01/26/12 GLOBETRAC INC DE 1.02,8.01,9.01 01/27/12 GOLDMAN SACHS GROUP INC DE 9.01 01/27/12 GRAHAM CORP DE 2.02,9.01 01/27/12 GREAT CHINA MANIA HOLDINGS, INC. FL 1.01,2.01,9.01 01/19/12 GREAT NORTHERN IRON ORE PROPERTIES MN 2.02,9.01 01/27/12 GROUP 1 AUTOMOTIVE INC DE 8.01,9.01 01/26/12 GSI TECHNOLOGY INC 5.07 01/25/12 AMEND Guaranty Bancorp DE 2.02,7.01,9.01 01/25/12 HANCOCK HOLDING CO MS 2.02,7.01,9.01 01/26/12 HANGER ORTHOPEDIC GROUP INC DE 5.02,9.01 01/26/12 HealthSpring, Inc. DE 7.01 01/27/12 HECLA MINING CO/DE/ DE 7.01,9.01 01/20/12 HERITAGE OAKS BANCORP CA 2.02,5.02,9.01 01/26/12 Heron Lake BioEnergy, LLC MN 5.02 01/23/12 HIBERNIA BANCORP, INC. 8.01,9.01 01/27/12 HMN FINANCIAL INC DE 2.02,5.02,9.01 01/23/12 Home Federal Bancorp, Inc. MD 2.02,5.03,5.07,9.01 01/24/12 HONEYWELL INTERNATIONAL INC DE 2.02,9.01 01/27/12 Horizon Lines, Inc. 1.01,9.01 01/26/12 HORTON D R INC /DE/ DE 2.02,9.01 01/27/12 HUB GROUP INC DE 2.02,9.01 12/31/11 HUNT J B TRANSPORT SERVICES INC AR 2.02,9.01 01/26/12 ICAHN ENTERPRISES L.P. DE 7.01,9.01 01/27/12 IDEXX LABORATORIES INC /DE DE 2.02,9.01 01/27/12 ILLUMINA INC DE 8.01,9.01 01/26/12 ILLUMINA INC DE 8.01,9.01 01/27/12 IMMUNOGEN INC MA 2.02,9.01 01/27/12 India Globalization Capital, Inc. MD 5.02 01/23/12 INERGY L P DE 2.02,7.01,9.01 01/27/12 INFINITY PHARMACEUTICALS, INC. DE 8.01,9.01 01/27/12 INLAND WESTERN RETAIL REAL ESTATE TRU MD 5.07 10/11/11 AMEND INNOCAP INC NV 8.01 01/27/12 Innolog Holdings Corp. NV 4.01 01/27/12 INTEGRATED ELECTRICAL SERVICES INC DE 5.02,9.01 01/27/12 INTEGRATED ENVIRONMENTAL TECHNOLOGIES NV 3.02 01/24/12 INTERNET MEDIA SERVICES, INC. DE 5.02 01/23/12 ITT EDUCATIONAL SERVICES INC DE 5.02 01/23/12 JACOBS ENGINEERING GROUP INC /DE/ DE 5.02,9.01 01/26/12 JACOBS ENGINEERING GROUP INC /DE/ DE 5.03,9.01 01/26/12 JACOBS ENGINEERING GROUP INC /DE/ DE 5.07 01/26/12 James River Coal CO VA 5.03,8.01,9.01 01/24/12 Jayhawk Energy, Inc. CO 4.02 01/09/12 AMEND KAMAN CORP CT 3.01,9.01 01/27/12 KB HOME DE 5.02,9.01 01/26/12 KBW, INC. 5.02,9.01 01/24/12 KENTUCKY BANCSHARES INC /KY/ KY 2.02,9.01 01/27/12 Kior Inc DE 1.01,2.03,3.02,9.01 01/26/12 LAKELAND INDUSTRIES INC DE 5.02,9.01 01/24/12 LAMAR ADVERTISING CO/NEW DE 8.01,9.01 01/26/12 LEGG MASON, INC. MD 2.02,9.01 01/27/12 Liberator, Inc. FL 7.01,9.01 01/26/12 Longhai Steel Inc. NV 4.01,9.01 01/27/12 AMEND LPATH, INC NV 8.01,9.01 01/26/12 MACERICH CO MD 5.03,9.01 01/26/12 MAGELLAN GOLD Corp NV 2.03,3.02 12/13/11 MAP Pharmaceuticals, Inc. DE 1.01,5.02 01/25/12 MARVELL TECHNOLOGY GROUP LTD D0 7.01,9.01 01/27/12 MATTHEWS INTERNATIONAL CORP PA 2.02,9.01 01/26/12 MATTRESS FIRM HOLDING CORP. DE 5.02,8.01,9.01 01/27/12 MB FINANCIAL INC /MD 2.02,9.01 01/26/12 MCCLATCHY CO DE 2.05 01/24/12 MEREDITH CORP IA 1.01,7.01,9.01 01/23/12 MERIDIAN BIOSCIENCE INC OH 2.02,5.02,5.07,9.01 01/25/12 Meritage Homes CORP MD 5.02 01/27/12 MERITOR INC IN 5.07 01/26/12 METALS USA HOLDINGS CORP. DE 2.02,9.01 01/26/12 MICROMET, INC. DE 1.01,3.03,5.02,8.01, 01/25/12 9.01 Mid-Con Energy Partners, LP DE 7.01,8.01,9.01 01/25/12 MINN DAK FARMERS COOPERATIVE ND 8.01 01/24/12 MModal Inc. DE 5.02,9.01 01/23/12 MOHEGAN TRIBAL GAMING AUTHORITY 2.02,9.01 01/27/12 Monarch Financial Holdings, Inc. VA 5.02,9.01 01/26/12 Monarch Financial Holdings, Inc. VA 8.01,9.01 01/27/12 MONEYGRAM INTERNATIONAL INC 5.02,5.03,9.01 01/23/12 MONMOUTH REAL ESTATE INVESTMENT CORP MD 5.03,9.01 01/25/12 MOOG INC NY 2.02,9.01 01/27/12 MS STRUCTURED ASSET CORP CBT SERIES 2 DE 8.01,9.01 01/25/12 MusclePharm Corp NV 5.03,9.01 01/18/12 NATIONAL PENN BANCSHARES INC PA 5.02,9.01 01/23/12 Naugatuck Valley Financial Corp MD 2.02,9.01 01/25/12 NEAH POWER SYSTEMS, INC. NV 8.01 01/27/12 NETWORK ENGINES INC DE 2.02,9.01 01/26/12 NEUROLOGIX INC/DE DE 1.01,9.01 01/23/12 NEWELL RUBBERMAID INC DE 2.02,7.01,9.01 01/27/12 Newport Bancorp Inc 2.02,9.01 01/27/12 NEWS CORP 8.01,9.01 01/27/12 NEXTERA ENERGY INC FL 2.02,9.01 01/27/12 NISOURCE INC/DE DE 5.02 01/27/12 NORMAN CAY DEVELOPMENT, INC. NV 1.01,7.01,9.01 01/25/12 NORTH VALLEY BANCORP CA 5.03,9.01 01/26/12 Northfield Bancorp, Inc. X1 8.01,9.01 01/25/11 NORWOOD FINANCIAL CORP PA 2.02,9.01 01/27/12 NuStar Energy L.P. DE 2.02,9.01 01/27/12 NuStar GP Holdings, LLC DE 2.02,9.01 01/27/12 NUVASIVE INC DE 8.01 01/26/12 Oasis Petroleum Inc. DE 2.02,9.01 01/26/12 OBA Financial Services, Inc. MD 2.02,9.01 01/24/12 OLD REPUBLIC INTERNATIONAL CORP DE 2.02,9.01 01/26/12 OLIN CORP VA 7.01,9.01 01/27/12 OMNOVA SOLUTIONS INC OH 2.02,9.01 01/27/12 Oncologix Tech Inc. NV 3.02 01/26/12 ONE Bio, Corp. 2.01,9.01 12/31/11 One E-Commerce Corp NV 4.01,9.01 01/26/12 Options Media Group Holdings, Inc. NV 1.01 01/25/12 ORBIT INTERNATIONAL CORP DE 1.02,5.02,9.01 01/23/12 ORCHARD SUPPLY HARDWARE STORES CORP DE 5.02 01/23/12 Oxford Resource Partners LP DE 7.01,9.01 01/27/12 PALMETTO BANCSHARES INC SC 2.02,9.01 01/27/12 PediatRx Inc. NV 1.01,8.01,9.01 01/27/12 PERVASIP CORP NY 1.01,3.02,5.03,9.01 01/23/12 PLANAR SYSTEMS INC OR 1.01,9.01 01/27/12 PLATINUM UNDERWRITERS HOLDINGS LTD D0 2.02,8.01,9.01 01/26/12 PMI GROUP INC DE 8.01,9.01 01/20/12 PMX Communities, Inc. NV 5.02 12/16/11 POSITIVEID Corp DE 5.03,5.07,9.01 01/27/12 Post Holdings, Inc. MO 2.02,7.01,9.01 01/26/12 PREMIER ALLIANCE GROUP, INC. NV 4.02 01/20/12 AMEND PRICE T ROWE GROUP INC MD 2.02,9.01 01/27/12 PRICESMART INC DE 5.07 01/27/12 PRIVATE SECRETARY, INC. NV 5.02 01/26/12 PROCTER & GAMBLE Co OH 2.02 01/27/12 PROCTER & GAMBLE Co OH 7.01 01/27/12 PROVIDENT FINANCIAL SERVICES INC DE 2.02,7.01,9.01 01/27/12 PULSE ELECTRONICS CORP PA 8.01,9.01 01/25/12 Rackwise, Inc. NV 5.02 01/23/12 RALCORP HOLDINGS INC /MO MO 7.01,9.01 01/27/12 RAYTHEON CO/ DE 5.02,9.01 01/25/12 RENTECH INC /CO/ CO 5.02 01/23/12 REPROS THERAPEUTICS INC. DE 1.01,9.01 01/26/12 REPUBLIC AIRWAYS HOLDINGS INC DE 8.01 01/26/12 REPUBLIC BANCORP INC /KY/ KY 1.01,2.01,9.01 01/26/12 ROCKWELL MEDICAL TECHNOLOGIES INC MI 8.01,9.01 01/27/12 Rotoblock CORP NV 5.02,9.01 01/20/12 RYERSON INC. DE 5.02 01/27/12 SALISBURY BANCORP INC CT 2.02,8.01,9.01 01/27/12 Sally Beauty Holdings, Inc. 5.03,5.07,9.01 01/26/12 SavWatt USA, Inc. DE 3.02 01/09/12 SCBT FINANCIAL CORP SC 2.02,9.01 01/27/12 Seagate Technology plc L2 8.01,9.01 01/26/12 SENOMYX INC DE 5.02,9.01 01/25/12 SHAW GROUP INC LA 5.07 01/25/12 Skinny Nutritional Corp. NV 3.02 01/25/12 SLM CORP DE 8.01,9.01 01/27/12 SMITH A O CORP DE 2.02,9.01 01/27/12 SOLUTIA INC DE 2.02,9.01 01/27/12 SOLUTIA INC DE 1.01,8.01,9.01 01/27/12 ST JOE CO FL 2.06,9.01 01/25/12 STAMPS.COM INC DE 1.01,2.01 01/23/12 STEEL DYNAMICS INC IN 8.01,9.01 01/26/12 STERLING BANCORP NY 7.01,9.01 01/26/12 SUNOCO LOGISTICS PARTNERS L.P. DE 2.02,7.01,9.01 01/26/12 SYMBION INC/TN DE 5.02 01/27/12 TARGET CORP MN 5.02,9.01 01/24/12 TECHE HOLDING CO LA 2.02,9.01 01/26/12 TEKELEC CA 1.02,2.01,3.01,3.03, 01/27/12 5.01,5.02,8.01,9.01 TIFFANY & CO DE 5.02,8.01,9.01 01/27/12 TORCHLIGHT ENERGY RESOURCES INC NV 5.02,9.01 01/24/12 TOYS R US INC DE 5.02 01/26/12 TRANS1 INC 7.01 01/27/12 TRAVELZOO INC DE 2.02,9.01 01/26/12 U.S. RARE EARTHS, INC NV 9.01 01/27/12 ULTRATECH INC DE 5.02 01/23/12 UNIONBANCAL CORP DE 2.02,9.01 01/27/12 UNITED BANCORP INC /MI/ MI 2.02,7.01,9.01 01/27/12 United Community Bancorp X1 8.01,9.01 01/26/12 United Continental Holdings, Inc. DE 5.02 01/25/12 UNITED ONLINE INC DE 8.01 01/27/12 UNITED PARCEL SERVICE INC DE 2.02,9.01 01/27/12 UNIVERSAL STAINLESS & ALLOY PRODUCTS DE 2.02,9.01 01/27/12 US Highland, Inc. OK 1.01,5.02,9.01 10/14/11 VALLEY FINANCIAL CORP /VA/ VA 2.02,9.01 01/26/12 VCA ANTECH INC DE 1.01,9.01 01/25/12 ViewPoint Financial Group Inc. MD 8.01,9.01 01/27/12 VIST FINANCIAL CORP PA 1.01,9.01 01/25/12 VIVUS INC CA 5.02,9.01 01/27/12 Vuzix Corp DE 1.01,2.03,9.01 01/23/12 Warner Chilcott plc 2.02,9.01 01/27/12 WASHINGTON BANKING CO WA 2.02,8.01,9.01 01/26/12 WAYNE SAVINGS BANCSHARES INC /DE/ DE 2.02,9.01 01/27/12 WCA WASTE CORP DE 8.01,9.01 01/27/12 WELLS FARGO & CO/MN DE 9.01 01/27/12 WERNER ENTERPRISES INC NE 2.02,9.01 01/26/12 WEST BANCORPORATION INC IA 2.02,9.01 01/27/12 WEST COAST BANCORP /NEW/OR/ OR 2.02,9.01 01/27/12 Williams Partners L.P. 7.01,8.01,9.01 01/25/12 WINN DIXIE STORES INC FL 5.02,8.01,9.01 01/25/12