Philip A. Falcone And Harbinger Charged With Securities Fraud
The Securities and Exchange Commission today filed fraud charges against New York-based hedge fund adviser Philip A. Falcone and his advisory firm, Harbinger Capital Partners LLC for illicit conduct that included misappropriation of client assets, market manipulation, and betraying clients. The SEC also charged Peter A. Jenson, Harbinger’s former Chief Operating Officer, for aiding and abetting the misappropriation scheme. Additionally, the SEC reached a settlement with Harbinger for unlawful trading.
In a separate, settled action, the SEC charged Harbert Management Corporation, whose affiliates served as the managing members of two Harbinger-related entities, as a controlling person in the market manipulation.
The SEC alleges that Falcone used fund assets to pay his taxes, conducted an illegal “short squeeze” to manipulate bond prices, secretly favored certain customers at the expense of others, and that Harbinger unlawfully bought equity securities in a public offering, after having sold short the same security during a restricted period.
“Today’s charges read like the final exam in a graduate school course in how to operate a hedge fund unlawfully,” said Robert Khuzami, Director of the SEC’s Division of Enforcement. “Clients and market participants alike were victimized as Falcone unscrupulously used fund assets to pay his personal taxes, manipulated the market for certain bonds, favored some clients at the expense of others, and violated trading rules intended to prohibit manipulative short sales.”
The SEC filed actions in U.S. District Court for the Southern District of New York against Falcone, Jenson, and Harbinger, and, in connection with the illegal trading scheme, separately instituted and settled administrative and cease-and-desist proceedings against Harbinger.
In particular, the SEC alleges that:
“Not only are hedge fund managers expected to be savvy investors, they are supposed to serve the interests of their clients. Here, in addition to raiding a fund for personal benefit and cutting secret deals with favored investors, Falcone then lied to investors about what he had done,” said Bruce Karpati, Chief of the Asset Management Unit in the SEC’s Division of Enforcement.
Describing the illegal short squeeze, Gerald W. Hodgkins, Associate Director of the SEC’s Division of Enforcement said, “After he took control of an entire issue of high-yield bonds, Falcone kept buying with an eye toward rigging the market and punishing short sellers to settle a score. In the process, Falcone hijacked the market for the bonds and illegally manipulated their price and availability. The Division will continue to police the bond market to make sure it operates as an efficient market, free of the corrosive effects of manipulators such as Falcone.”
In the misappropriation scheme, the SEC alleges that Falcone unlawfully used fund assets to pay his personal taxes. In 2009 Falcone owed federal and state authorities $113.2 million in taxes. Declining to pursue other financing options, such as pledging his personal assets as collateral for a bank loan, Falcone elected instead to take a $113.2 million loan from the Harbinger Capital Partners Special Situations Fund, L.P. – the same fund from which Harbinger had earlier suspended investors from redeeming.
Falcone authorized the transfer of fund assets to himself in a transaction that Jenson helped structure. Falcone and Harbinger never sought or obtained consent from investors prior to using the fund’s assets to benefit Falcone.
As part of the misappropriation scheme, the SEC alleges that Falcone and Harbinger, aided by Jenson, made several material misrepresentations and omissions in seeking legal advice regarding the loan and in subsequent communications with investors, including, among other things:
The SEC also alleges that Falcone and Harbinger delayed disclosing the loan for approximately five months because of their concern that disclosure of Falcone’s financial condition might have a negative impact on investor withdrawals and on Falcone’s ability to attract more investments for other Harbinger funds. Falcone repaid the loan in 2011, after the Commission commenced its investigation.
Market Manipulation / Illegal Short Squeeze
In a separate civil action, the SEC alleges that from 2006 through early 2008 Falcone and two Harbinger investment management entities manipulated the market in a series of distressed high-yield bonds issued by MAAX Holdings Inc. In this fraudulent scheme, Falcone and the Harbinger entities allegedly orchestrated an illegal “short squeeze” – a market manipulation scheme in which an investor constricts the supply of a security, through large purchases or other means, with the intent of forcing settlement from short sellers at arbitrary and inflated prices.
The SEC’s complaint alleges that at Falcone’s direction, Harbinger purchased a large position in the MAAX bonds during April and June of 2006. After hearing rumors that a Wall Street financial services firm was shorting the MAAX bonds and also encouraging its customers to do the same, Falcone decided to seek revenge. In September 2006, Falcone directed the Harbinger-managed funds to buy every available bond in the market, often purchasing the bonds from short sellers. Ultimately, Falcone raised the funds’ stake to approximately 13 percent more than the available supply of the MAAX bonds.
At one point, Harbinger had purchased 22 million more bonds than MAAX had ever issued. Contemporaneously with these purchases, Falcone locked up the MAAX bonds the Harbinger funds had purchased in a custodial account at a bank in Georgia to prevent his brokers from lending out the bonds to sellers seeking to deliver the bonds to purchasers after short sales.
Having seized control of the supply of the MAAX bonds, Falcone then demanded that the Wall Street firm and its customers settle their outstanding MAAX short sales, not disclosing that it would be virtually impossible to find bonds available for delivery. The Wall Street firm bid daily for the bonds, which quickly doubled in price. Then, Falcone engaged in a series of transactions with certain short sellers at arbitrary, inflated prices, while at the same time valuing the funds’ holdings on his books at a small fraction of the prices he charged the covering short sellers.
Preferential Redemption Scheme
In its action alleging misappropriation, the SEC also alleges that in a further breach of Falcone and Harbinger’s fiduciary duties to their clients, Falcone and Harbinger engaged in unlawful preferential redemptions for the benefit of certain favored investors.
In 2009, while soliciting required investor approval to restrict withdrawals from another Harbinger fund, Falcone and Harbinger secretly exempted certain large investors that Falcone deemed to be strategically important from soon-to-be imposed liquidity restrictions – provided those investors voted to approve restrictions that would temporarily stabilize the decline in Harbinger’s assets under management.
Ultimately, pursuant to these ‘vote buying’ agreements, Falcone and Harbinger allegedly permitted these investors who were connected to certain favored institutional investors to withdraw a total of approximately $169 million. Harbinger concealed these quid pro quo arrangements from the independent directors and from fund investors.
Other Illegal Trading by Harbinger
In a separate administrative and cease-and-desist proceeding, the SEC found that between April and June 2009, Harbinger violated Rule 105 of Regulation M of the Securities Exchange Act of 1934 (Exchange Act). Rule 105 is an anti-manipulation rule that prohibits short selling securities during a restricted period and then purchasing the same securities in a public offering.
The Commission’s Order censures Harbinger and requires the firm to cease and desist from committing or causing any violations of Rule 105 now or in the future. Harbinger will pay disgorgement in the amount of $857,950, prejudgment interest in the amount of $91,838, and a civil monetary penalty in the amount of $428,975. Harbinger consented to the issuance of the Order without admitting or denying any of the Commission’s findings.
Settlement with Harbert Management Company
In a separate complaint also filed in U.S. District Court for the Southern District of New York, the SEC filed a settled civil action against Harbert and two related investment entities – HMC-New York Inc. and HMC Investors, LLC – for their role in the illegal short squeeze described above.
The SEC alleges in its complaint against Harbert that during the entire period of the short squeeze, Defendants Harbert, HMC-NY and HMC Investors, directly or indirectly, possessed the power to control Falcone and the investment managers through which he operated. HMC-NY and HMC Investors, two entities controlled by Harbert, served as the managing members of two limited liability companies that acted as the general partners of the funds advised by Falcone.
Harbert and its affiliates also provided hedge fund administrative, legal, compliance, risk assessment and other services to the funds. In these capacities, Harbert, HMC-NY and HMC Investors knew of Falcone’s trades in the MAAX bonds, but failed to take appropriate steps to address Falcone’s manipulative conduct. The SEC charged the Harbert defendants as controlling persons pursuant to Section 20(a) of the Exchange Act, alleging that they are jointly and severally liable for Falcone’s and the Harbinger investment managers’ violations of the antifraud provisions of the Exchange Act.
Without admitting or denying the allegations of the complaint, Defendants Harbert, HMC-NY and HMC Investors have agreed to pay a civil penalty in the amount of $1 million. The Harbert defendants also have consented to the entry of a judgment enjoining them from violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The proposed settlement with Harbert is subject to approval by the court.
In the pending federal court actions concerning the first three fraudulent schemes described above, the Commission seeks a variety of sanctions and relief including injunctions against Falcone and Harbinger from violations of the anti-fraud provisions of the Securities Act of 1933, the Exchange Act, and the Investment Advisers Act of 1940.
In addition, the Commission seeks to enjoin Harbinger and Falcone from controlling any person who violates the anti-fraud provisions of the Exchange Act. As for monetary relief, the Commission seeks disgorgement of ill-gotten gains, prejudgment interest, and civil money penalties from Falcone and Harbinger. The Commission further seeks to prohibit Falcone from serving as an officer and director of any public company. Against Jenson, the Commission seeks to enjoin Jenson from aiding and abetting future violations of the anti-fraud provisions of the Exchange Act and Advisers Act and seeks to obtain monetary penalties.
The SEC’s investigation was a coordinated effort between teams from the SEC’s headquarters and the New York Regional Office, including Conway T. Dodge, Jr., Robert C. Besse, Ken C. Joseph, Mark Salzberg, Brian Fitzpatrick, and David Stoelting. Messrs. Joseph, Salzberg, and Fitzpatrick are members of the Enforcement Division’s Asset Management Unit. Mr. Stoelting and David Gottesman will lead the SEC’s litigation team. (Press Release 2012-122)
SEC CHARGES LONG ISLAND SOFTWARE COMPANY IN CONNECTION WITH BRIBERY SCHEME
The Securities and Exchange Commission today charged that FalconStor Software, Inc., a Long Island, N.Y., data storage company, misled investors about bribes it paid to obtain business with a subsidiary of J.P. Morgan Chase & Co.
FalconStor admitted to the bribery scheme and agreed to pay a $2.9 million penalty and to institute enhanced compliance measures to settle the SEC’s civil lawsuit, filed in U.S. District Court for the Eastern District of New York. The settlement is subject to court approval. FalconStor will pay an additional $2.9 million as part of a deferred prosecution agreement with the U.S. Attorney’s Office for the EDNY, which filed a related criminal case against the Melville, N.Y., company.
According to the SEC, FalconStor’s now deceased co-founder, chairman, and former chief executive ordered the bribes, which were paid to three executives of the subsidiary, JPMorgan Chase Bank, National Association, and their relatives, starting in October 2007. Lavish entertainment at casinos, and payments in cash, traveler’s checks, gift cards, and grants of FalconStor options and restricted stock, helped FalconStor secure a multi-million dollar contract with the J.P. Morgan Chase subsidiary, the SEC said.
The J.P. Morgan Chase subsidiary became one of FalconStor’s largest customers and FalconStor touted the relationship in earnings calls and releases as proof of the strength of its products and its strides in moving to direct sales rather than relying on third-party distributors. The SEC said FalconStor never told investors about the bribes and inaccurately recorded the payments as “compensation,” “sales promotion,” or “entertainment” expenses.
“FalconStor overstepped the bounds in its pursuit of business. This case shows that when such conduct results in securities law violations, the Commission will not hesitate to hold wrongdoers accountable,” said David Rosenfeld, Associate Director of the SEC’s New York Regional Office, adding, “FalconStor claimed the contract was a vindication of the company’s technology, but neglected to tell investors that the contract derived from the bribes that it paid.”
FalconStor’s CEO resigned in September 2010, after admitting that he had been involved in improper payments to a customer, and FalconStor’s stock fell by more than 22 percent on the news.
According to the SEC’s complaint, FalconStor made materially misleading statements in earnings releases filed with the SEC in April 2008 and February 2009. The SEC said FalconStor also granted restricted stock and options to relatives of two of the JP Morgan Chase executives even though they provided no bona fide services to the company, making the grants ineligible under FalconStor’s incentive stock plan. In addition, the SEC said FalconStor failed to accurately record the expenses associated with the bribes on its books and records, and lacked effective internal controls to detect or prevent bribery, which violated state law and FalconStor’s own policies. The complaint charges FalconStor with violating the books-and-records and internal controls provisions of U.S. securities laws, and violations of the offering registration provisions and certain antifraud provisions.
The SEC thanks the U.S. Attorney’s Office for the Eastern District of New York and the Federal Bureau of Investigation for their assistance in this matter, and acknowledges the cooperation of the New York County District Attorney’s Office in the investigation.
Leslie Kazon, Joseph P. Ceglio, Christopher C. Mele, and Preethi Krishnamurthy of the SEC’s New York Regional Office conducted the SEC’s investigation. (Press Release 2012-123)
In the Manner of Orbit E-Commerce, Inc.
An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations by Default as to Six Respondents (Default Order) in Orbit E-Commerce, Inc., Admin. Proc. File No. 3-14881. The Order Instituting Proceedings (OIP) alleged that Respondents repeatedly failed to file timely periodic reports while their securities were registered with the Securities and Exchange Commission. The Default Order finds these allegations to be true as to Respondents Orbit E-Commerce, Inc., Orion Ethanol, Inc., PainCare Holdings, Inc., Pay88, Inc., Rahaxi, Inc., and Raven Biofuels International Corp. and revokes the registration of each class of their registered securities, pursuant to Section 12(j) of the Securities Exchange Act of 1934. Respondent Pacificnet, Inc., remains in the proceeding. (Rel. 34-67268; File No. 3-14881)
In The Manner of Quintek Technologies, Inc.
An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations by Default as to Four Respondents (Default Order) in Quintek Technologies, Inc., Admin. Proc. File No. 3-14890. The Order Instituting Proceedings (OIP) alleged that Respondents repeatedly failed to file timely periodic reports while their securities were registered with the Securities and Exchange Commission. The Default Order finds these allegations to be true as to Respondents Quintek Technologies, Inc., The Saint James Co., Wherify Wireless, Inc., and WinWin Gaming, Inc., and revokes the registration of each class of their registered securities, pursuant to Section 12(j) of the Securities Exchange Act of 1934.
Respondent Urigen Pharmaceuticals, Inc. has filed an Answer to the OIP and remains in the proceeding. On June 22, 2012, Respondent Valor Energy Corp. was ordered to show cause by July 5, 2012, why the registration of its securities should not be revoked by default. (Rel. 34-67269; File No. 3-14890)
Commission Revokes Registration Of Securities Of Standard Mobile, Inc. For Failure To Make Required Periodic Filings
On June 27, 2012, the Commission revoked the registration of each class of registered securities of Standard Mobile, Inc. (Standard Mobile) (stock symbol SDML) 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, Standard Mobile 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 Standard Mobile, 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 Standard Mobile’s securities pursuant to Section 12(j) of the Exchange Act. This Order settled the proceedings brought against Standard Mobile in In the Matter of Savoy Resources Corp., et al., Administrative Proceeding File No. 3-14888. (In the matter of Savoy Resources Corp. et al – Rel. 34-67270; File No. 3-14888)
On June 26, 2012, the Securities and Exchange Commission filed a civil injunctive action in the United States District Court for the Southern District of New York charging Tai Nguyen, the owner of the California-based equity research firm Insight Research, with insider trading.
The charges stem from the SEC’s ongoing investigation of insider trading involving so-called “expert networks” that provide specialized information to investment firms.
The SEC has charged 23 defendants in enforcement actions arising out of its expert networks investigation, which has uncovered widespread insider trading at several hedge funds and other investment advisory firms. The insider trading alleged by the SEC has yielded illicit gains of more than $117 million, chiefly in shares of technology companies, including Apple, Dell, Fairchild Semiconductor, and Marvell Technology.
The SEC alleges that from 2006 through 2009, Nguyen frequently traded in the securities of Abaxis, Inc. based on inside information he received from a close relative employed at Abaxis. Nguyen repeatedly traded for himself in advance of the company’s quarterly earnings announcements while in possession of key data in those announcements, reaping tens of thousands of dollars in illicit profits. Nguyen also passed that same information to hedge fund clients of Insight Research, who used the inside information to make millions of dollars in profits from trading Abaxis securities.
According to the SEC’s complaint, filed in federal court in Manhattan, Nguyen regularly obtained material nonpublic information about Abaxis Inc.’s quarterly earnings – including revenues, gross profit margins and earnings per share – from a relative who worked in Abaxis’s finance department. Nguyen used the information to trade Abaxis securities in his own account and reaped approximately $145,000 in illicit trading profits from 2006 through 2009.
In addition to trading in his own account, the SEC alleges that Nguyen passed the inside information to New York-based Barai Capital Management and Boston-based Sonar Capital Management, both of which were clients of Nguyen’s firm, Insight Research. The two hedge fund managers – who collectively were paying Insight Research tens of thousands of dollars each month – traded Abaxis securities based on the inside information that Nguyen provided and reaped more than $7.2 million in illicit gains for their hedge funds.
The SEC’s complaint charges Nguyen with violating the anti-fraud provisions of U.S. securities laws and seeks a final judgment ordering him to disgorge his ill-gotten gains, with interest, and pay financial penalties, and permanently barring him from future violations. (LR-22401)
SEC Sues Fund Adviser For Fees Charged In Breach Of Duty Under The Investment Company Act
The Securities and Exchange Commission today sued AMMB Consultant Sendirian Berhad (AMC), a Malaysian investment adviser, alleging that for more than a decade, AMC charged a U.S. registered fund for advisory services that AMC did not provide. The SEC alleges that by doing so, AMC breached its fiduciary duty with respect to compensation under the Investment Company Act of 1940.
Kuala Lumpur-based AMC served as a sub-adviser to the Malaysia Fund, Inc., a closed-end fund that invests in Malaysian companies, whose principal investment adviser is Morgan Stanley Investment Management, Inc. (MSIM). The SEC alleges that AMC misrepresented its services during the fund’s annual advisory agreement review process for each year for more than 10 years, and AMC collected fees for advisory services that it did not provide.
AMC, a unit of AMMB Holdings Berhad, one of Malaysia’s largest banking groups, agreed to pay $1.6 million to settle the SEC’s charges, without admitting or denying the allegations. The case follows the SEC’s recent related action against the Malaysia Fund’s primary adviser, MSIM, and is part of an inquiry into the investment advisory contract renewal process by the SEC Enforcement Division’s Asset Management Unit.
AMC’s advisory fees were approved each year from 1996 to 2007 as part of the “15(c) process,” a reference to Section 15(c) of the Investment Company Act of 1940, which requires a registered fund’s board to annually evaluate the fund’s advisory agreements, and advisers to provide the board with information reasonably necessary to make that evaluation.
According to the SEC, AMC submitted a report to the Malaysia Fund’s board of directors each year that falsely claimed that AMC was providing specific advice, research, and assistance to MSIM for the benefit of the fund. In reality, the SEC’s complaint said AMC’s services were limited to providing two monthly reports based on publicly available information that MSIM did not request or use. Moreover, the SEC alleged that AMC failed to adopt and implement adequate policies, procedures, and controls over its advisory business, contrary to certifications provided to the fund’s directors in 2006 and 2007. AMC’s advisory agreement with the fund was terminated in early 2008 after the SEC’s examination staff inquired about the services AMC was purportedly providing to the fund.
The SEC’s complaint, filed in the U.S. District Court for the District of Columbia, alleges that AMC breached its fiduciary duty with respect to the receipt of compensation within the meaning of Section 36(b) of the Investment Company Act of 1940. The SEC also alleges that AMC violated Sections 206(2) and (4) of the Investment Advisers Act of 1940, and Rule 206(4)-7 thereunder, and Section 15(c) of the Investment Company Act of 1940. AMC consented to a judgment that bars it from violating these provisions in the future. AMC has also agreed to disgorge $1.3 million of its advisory fees paid by the fund and pay a $250,000 penalty. (LR-22402)
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change filed by The NASDAQ Stock Market LLC to modify an optional depth data Enterprise License fee for broker-dealer distribution of Depth-of-Book data (SR-NASDAQ-2012-069) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of July 2. (Rel. 34-67253)
A proposed rule change filed by the BOX Options Exchange LLC (SR-BOX-2012-009) extending the pilot that permits BOX to have no minimum size requirement for orders entered into the Price Improvement Period has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of July 2. (Rel. 34-67255)
A proposed rule change filed by the Financial Industry Regulatory Authority, Inc. (SR-FINRA-2012-033) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934 relating to non-substantive technical changes to the Supplemental Statement of Income required to be filed pursuant to FINRA Rule 4524 (Supplemental FOCUS Information). Publication is expected in the Federal Register during the week of July 2. (Rel. 34-67257)
A proposed rule change filed by Chicago Mercantile Exchange Inc. (CME) to adopt changes that would affect its Standard Portfolio Analysis of Risk Methodology for certain energy futures contracts (SR-CME-2012-25) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of July 2. (Rel. 34-67259)
Proposed Rule Changes
The NASDAQ Stock Market LLC has filed a proposed rule change (SR-NASDAQ-2012-071) pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 to amend Rule 4758(a)(1)(A) to reflect a change in NASDAQ’s routing functionality. Publication is expected in the Federal Register during the week of July 2. (Rel. 34-67246)
NYSE MKT LLC has filed a proposed rule change (SR-NYSEMKT-2012-10) pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 amending the NYSE MKT Price List to provide for additional co-location services and establish related fees. Publication is expected in the Federal Register during the week of July 2. (Rel. 34-67261)
Approval of Proposed Rule Change
The Commission granted approval of a proposed rule change (SR-BX-2012-030), as modified by Amendment Nos. 1 and 2, filed by NASDAQ OMX BX, Inc. to establish a new options market, NASDAQ OMX BX Options. Publication is expected in the Federal Register during the week of July 2. (Rel. 34-67256)
Designation of Longer Period for Commission Action on Proposed Rule Change
The Commission has designated a longer period for Commission action under Section 19(b)(2) of the Securities Exchange Act of 1934 on a proposed rule change (SR-NASDAQ-2012-059) filed by The NASDAQ Stock Market LLC to establish “Benchmark Orders” under NASDAQ Rule 4751(f). Publication is expected in the Federal Register during the week of July 2. (Rel. 34-67258)
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 Kips Bay Medical, Inc., 3405 ANNAPOLIS LANE, MINNEAPOLIS, MN, 55447, 763-235-3540 - 0 ($30,312,500.00) Equity, (File 333-182333 - Jun. 26) (BR. 10B) S-8 NEW YORK COMMUNITY BANCORP INC, 615 MERRICK AVE, WESTBURY, NY, 11590, 7183596400 - 19,030,673 ($233,696,665.00) Equity, (File 333-182334 - Jun. 26) (BR. 12A) S-3 Eagle Bulk Shipping Inc., 477 MADISON AVENUE, SUITE 1405, NEW YORK, NY, 10022, 212-785-2500 - 3,148,587 ($8,941,987.08) Equity, (File 333-182335 - Jun. 26) (BR. 05B) S-3 APPALACHIAN POWER CO, 1 RIVERSIDE PLAZA, COLUMBUS, OH, 43215, 614-716-1000 - 750,000,000 ($750,000,000.00) Debt, (File 333-182336 - Jun. 26) (BR. 02B) S-1 Future Healthcare of America, 1010 EAST FIRST STREET, SUITE A, CASPER, WY, 82601, 307-266-1152 - 1 ($2,129,390.00) Equity, (File 333-182338 - Jun. 26) (BR. 09) S-3ASR USG CORP, 550 WEST ADAMS STREET, DEPARTMENT 188, CHICAGO, IL, 60661, 312-606-4000 - 1,249,219 ($20,324,793.13) Equity, (File 333-182339 - Jun. 26) (BR. 06A) S-11 Hines Global REIT, Inc., 2800 POST OAK BOULEVARD SUITE 5000, HOUSTON, TX, 77056, 888-220-6121 - 0 ($2,500,000,000.00) Equity, (File 333-182340 - Jun. 26) (BR. 08B) S-3 Alexza Pharmaceuticals Inc., 2091 STIERLIN COURT, MOUNTAIN VIEW, CA, 94043, 650.944.7000 - 0 ($40,000,000.00) Other, (File 333-182341 - Jun. 26) (BR. 01A) S-8 TigerLogic CORP, 25A TECHNOLOGY DRIVE, IRVINE, CA, 92618, 949-442-4400 - 845,504 ($1,699,463.04) Equity, (File 333-182342 - Jun. 26) (BR. 03B) S-3 NTELOS HOLDINGS CORP, 401 SPRING LANE, SUITE 300, P.O. BOX 1990, WAYNESBORO, VA, 22980, 5409463500 - 0 ($410,151,430.00) Other, (File 333-182343 - Jun. 26) (BR. 11C) S-4 KEMET CORP, 2835 KEMET WAY, 2835 KEMET WAY, SIMPSONVILLE, SC, 29681, 8039636300 - 0 ($125,000,000.00) Debt, (File 333-182344 - Jun. 26) (BR. 10B) S-8 ROYAL STANDARD MINERALS INC, 50 RICHMOND STREET EAST, SUITE 101, TORONTO, A6, M5C 1N7, (416) 848-7744 - 8,385,382 ($1,953,307.30) Equity, (File 333-182345 - Jun. 26) (BR. 09A) S-8 GLOBAL PARTNERS LP, P.O. BOX 9161, 800 SOUTH STREET, WALTHAM, MA, 02454, (781) 894-8800 - 0 ($84,159,161.00) Equity, (File 333-182346 - Jun. 26) (BR. 04A) S-8 AMEDISYS INC, 5959 S SHERWOOD FOREST BLVD, BATON ROUGE, LA, 70816, 2252922031 - 0 ($50,717,000.00) Equity, (File 333-182347 - Jun. 26) (BR. 09A) S-3ASR M&T BANK CORP, C/O CORPORATE REPORTING, ONE M&T PLAZA 5TH FLOOR, BUFFALO, NY, 14203, 7168425390 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-182348 - Jun. 26) (BR. 12A) S-4 DISH DBS CORP, 9601 S. MERIDIAN BLVD., ENGLEWOOD, CO, 80112, 3037231277 - 0 ($1,900,000,000.00) Debt, (File 333-182349 - Jun. 26) (BR. 11C) S-8 APPLIED DNA SCIENCES INC, 25 HEALTH SCIENCES DRIVE, SUITE 113, STONY BROOK, NY, 11790, 631 444 6861 - 0 ($12,500,000.00) Equity, (File 333-182350 - Jun. 26) (BR. 06C) S-8 AMBIENT CORP /NY, 7 WELLS AVENUE, SUITE 11, NEWTON, MA, 02459, 6173320004 - 4,000,000 ($25,680,000.00) Equity, (File 333-182351 - Jun. 26) (BR. 11A)
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 ----------------------------------------------------------------------------------------- 3M CO DE 8.01,9.01 06/21/12 ACCELRYS, INC. DE 5.07 06/21/12 ADA-ES INC CO 7.01,9.01 06/25/12 Addus HomeCare Corp DE 5.07 06/20/12 AdvanSource Biomaterials Corp DE 5.02 06/26/12 AeroGrow International, Inc. NV 2.02,7.01,9.01 06/26/12 AeroVironment Inc DE 2.02,9.01 06/26/12 ALLEGHANY CORP /DE DE 1.01,8.01,9.01 06/21/12 ALLIANCEBERNSTEIN HOLDING L.P. DE 5.02,9.01 06/21/12 AMEND ALLIANCEBERNSTEIN L.P. DE 5.02,9.01 06/21/12 AMEND Ally Financial Inc. DE 8.01,9.01 06/21/12 Alon USA Energy, Inc. DE 1.01,5.02,9.01 06/20/12 AMERICAN AIRLINES INC DE 7.01,9.01 06/26/12 AMICUS THERAPEUTICS INC DE 5.02 06/20/12 AMR CORP DE 7.01,9.01 06/26/12 Apartment Trust of America, Inc. 5.07 06/26/12 APPLIED DNA SCIENCES INC DE 1.01,3.02,8.01 06/21/12 Applied Minerals, Inc. DE 4.01,9.01 06/14/12 AMEND ARIAD PHARMACEUTICALS INC DE 5.02,5.07,9.01 06/21/12 ARMSTRONG WORLD INDUSTRIES INC PA 5.07 06/22/12 Baron Energy Inc. NV 5.07 06/20/12 BED BATH & BEYOND INC NY 5.02,5.07,9.01 06/22/12 BEHRINGER HARVARD REIT I INC MD 7.01,9.01 06/26/12 Bio-Solutions Corp. NV 5.02,9.01 06/20/12 BIOHEART, INC. FL 5.02 06/25/12 BJs RESTAURANTS INC CA 8.01,9.01 06/26/12 BLACK HILLS CORP /SD/ SD 1.01,2.03,9.01 06/22/12 BLACKBAUD INC 5.02,5.07,9.01 06/20/12 Blackwater Midstream Corp. 1.01,2.03,9.01 06/22/12 BOEING CO DE 5.02,9.01 06/22/12 BOINGO WIRELESS INC DE 5.02 06/20/12 Bonanza Goldfield Corp. NV 5.02 06/20/12 BPZ RESOURCES, INC. TX 5.07,7.01,9.01 06/22/12 Bristow Group Inc DE 5.02,9.01 06/25/12 Bunge LTD 5.02,9.01 06/25/12 CAMDEN NATIONAL CORP ME 8.01,9.01 06/26/12 Campus Crest Communities, Inc. MD 7.01 06/26/12 Cape Bancorp, Inc. MD 5.02,9.01 06/25/12 CAPELLA EDUCATION CO 8.01 06/21/12 Carbon Natural Gas Co DE 8.01 06/22/12 Cardium Therapeutics, Inc. DE 8.01,9.01 06/19/12 CATALYST HEALTH SOLUTIONS, INC. DE 5.02,8.01 06/25/12 CATERPILLAR INC DE 1.04 06/25/12 CHINA SHEN ZHOU MINING & RESOURCES, I NV 5.07 06/20/12 CHIQUITA BRANDS INTERNATIONAL INC NJ 1.01,9.01 06/26/12 CIRCLE STAR ENERGY CORP. NV 7.01 06/22/12 Clearwater Paper Corp DE 5.02,9.01 06/25/12 CMS Bancorp, Inc. DE 5.02 06/20/12 COEUR D ALENE MINES CORP ID 7.01 06/26/12 Community Partners Bancorp NJ 5.02 06/20/12 COMPLETE GENOMICS INC DE 5.07 06/25/12 Comstock Homebuilding Companies, Inc. DE 5.07 06/22/12 CONSUMER PORTFOLIO SERVICES INC CA 1.01,2.03,9.01 06/20/12 CORONADO BIOSCIENCES INC DE 1.01,9.01 06/22/12 Coronus Solar Inc. A1 1.01,7.01,9.01 06/26/12 CORPORATE OFFICE PROPERTIES TRUST MD 8.01,9.01 06/20/12 CORPORATE PROPERTY ASSOCIATES 16 GLOB MD 5.07 06/20/12 CREDO PETROLEUM CORP DE 8.01,9.01 06/26/12 Crestwood Midstream Partners LP DE 7.01,9.01 06/25/12 CROSSTEX ENERGY INC DE 7.01 06/26/12 CROSSTEX ENERGY LP DE 7.01 06/26/12 CROWN AUTO HOLDINGS INC. NV 7.01,9.01 06/26/12 CubeSmart MD 1.01,2.03,9.01 06/26/12 CUBIC CORP /DE/ DE 5.02,9.01 06/24/12 Customers Bancorp, Inc. PA 8.01,9.01 06/20/12 DAYSTAR TECHNOLOGIES INC DE 1.01,9.01 06/20/12 DealerTrack Holdings, Inc. DE 5.07 06/20/12 DELTA AIR LINES INC /DE/ DE 7.01,9.01 06/26/12 DENBURY RESOURCES INC DE 5.02,9.01 06/20/12 Digital Realty Trust, Inc. 1.01,8.01 06/26/12 Dolby Laboratories, Inc. DE 1.01,9.01 06/25/12 Domark International Inc. NV 5.02,9.01 06/15/12 DR. TATTOFF, INC. FL 5.03,5.07,9.01 06/25/12 Dresser-Rand Group Inc. DE 1.01,2.03,9.01 06/21/12 DYNAMIC MATERIALS CORP DE 5.02,9.01 06/26/12 DYNARESOURCE INC DE 8.01,9.01 06/26/12 DYNAVAX TECHNOLOGIES CORP DE 8.01,9.01 06/26/12 EMERSON ELECTRIC CO MO 7.01 06/26/12 ENTEGRIS INC DE 5.02 06/22/12 ENTROPIC COMMUNICATIONS INC DE 9.01 04/12/12 AMEND ENZON PHARMACEUTICALS INC DE 5.02 05/16/12 AMEND EQUITY LIFESTYLE PROPERTIES INC MD 2.02,7.01,9.01 06/26/12 Federal Home Loan Bank of Atlanta X1 2.03 06/26/12 Federal Home Loan Bank of Boston X1 2.03 06/21/12 Federal Home Loan Bank of Chicago X1 2.03 06/20/12 Federal Home Loan Bank of Cincinnati X1 2.03,9.01 06/20/12 Federal Home Loan Bank of Des Moines X1 2.03,9.01 06/22/12 Federal Home Loan Bank of Indianapoli X1 2.03,9.01 06/26/12 Federal Home Loan Bank of New York X1 2.03,9.01 06/20/12 Federal Home Loan Bank of Pittsburgh PA 2.03,9.01 06/20/12 Federal Home Loan Bank of San Francis X1 2.03 06/20/12 Federal Home Loan Bank of Seattle 2.03 06/21/12 Federal Home Loan Bank of Topeka 2.03,9.01 06/20/12 FEDERAL HOME LOAN MORTGAGE CORP 7.01,9.01 06/26/12 Fifth & Pacific Companies, Inc. DE 3.02 06/20/12 FIRST NIAGARA FINANCIAL GROUP INC DE 5.02 06/20/12 FIRST RELIANCE BANCSHARES INC SC 5.07 06/21/12 FIRST SECURITY GROUP INC/TN TN 5.07 06/20/12 Flux Power Holdings, Inc. NV 1.01,3.02,8.01,9.01 06/22/12 FORUM ENERGY TECHNOLOGIES, INC. DE 7.01,9.01 06/26/12 FRANKLIN CREDIT HOLDING CORP/DE/ DE 7.01 06/25/12 FRANKLIN CREDIT HOLDING CORP/DE/ DE 7.01,9.01 06/20/12 FREDERICK COUNTY BANCORP INC MD 8.01,9.01 06/25/12 FULLER H B CO MN 2.02,9.01 06/25/12 FURMANITE CORP DE 8.01,9.01 06/26/12 GE Capital Credit Card Master Note Tr DE 1.01,9.01 06/20/12 GENERAL COMMUNICATION INC AK 5.07 06/25/12 GEOGLOBAL RESOURCES INC. DE 7.01,9.01 06/26/12 Georgetown Bancorp, Inc. MD 8.01,9.01 06/25/12 Georgetown Bancorp, Inc. X1 5.07,8.01,9.01 06/25/12 GigOptix, Inc. DE 5.02,9.01 06/21/12 GOLD RESOURCE CORP CO 5.07,7.01,9.01 06/26/12 Google Inc. DE 5.02,5.07,7.01,8.01, 06/21/12 9.01 GRANITE CITY FOOD & BREWERY LTD. MN 1.01,3.02,8.01,9.01 06/25/12 GRANT PARK FUTURES FUND LIMITED PARTN IL 7.01,9.01 06/22/12 GUESS INC DE 5.07,7.01,9.01 06/21/12 GUIDED THERAPEUTICS INC DE 1.01,9.01 06/26/12 GYRODYNE CO OF AMERICA INC NY 8.01,9.01 06/25/12 H&R BLOCK INC MO 2.02,9.01 06/26/12 H&R BLOCK INC MO 5.02,9.01 06/20/12 HEINZ H J CO PA 5.02,9.01 06/26/12 HERITAGE FINANCIAL CORP /WA/ WA 8.01,9.01 06/26/12 HIGHWATER ETHANOL LLC 7.01,9.01 06/26/12 HMS HOLDINGS CORP 5.07 06/26/12 Hudson Global, Inc. DE 1.01,2.03,9.01 06/26/12 Independence Energy Corp. NV 8.01 06/20/12 Industrial Income Trust Inc. MD 8.01 06/26/12 Innovaro, Inc. 1.01,9.01 06/20/12 JINZANGHUANG TIBET PHARMACEUTICALS, I DE 4.01,9.01 06/21/12 Jones Lang LaSalle Income Property Tr MD 8.01,9.01 06/26/12 KIRBY CORP NV 7.01,9.01 06/22/12 Kiwibox.Com, Inc. DE 7.01,9.01 06/26/12 KNOLOGY INC DE 5.07 06/26/12 KROGER CO OH 5.07 06/21/12 L 3 COMMUNICATIONS HOLDINGS INC DE 2.02,5.04,8.01,9.01 06/25/12 LAKELAND INDUSTRIES INC DE 8.01 06/21/12 Legend Oil & Gas, Ltd. CO 5.02 06/22/12 Liberator, Inc. FL 4.01,9.01 06/14/12 AMEND Liberty Global, Inc. DE 7.01 06/26/12 LOCAL.COM DE 7.01,9.01 06/25/12 Madison Square Garden Co DE 8.01,9.01 06/25/12 Main Street Capital CORP MD 8.01,9.01 06/26/12 MANPOWER INC /WI/ WI 1.01,2.03 06/22/12 MHI Hospitality CORP MD 1.01,2.03,7.01,9.01 06/22/12 Midway Gold Corp A1 7.01,9.01 06/25/12 MMRGlobal, Inc. DE 1.01,2.03,3.02,5.07, 06/20/12 8.01 MOUNTAIN NATIONAL BANCSHARES INC TN 8.01 06/20/12 MRI INTERVENTIONS, INC. DE 1.01,3.02,9.01 06/22/12 MS STRUCTURED ASSET CORP CBT SERIES 2 DE 8.01,9.01 06/25/12 NACCO INDUSTRIES INC DE 1.01,9.01 06/22/12 NATIONAL BANK OF INDIANAPOLIS CORP IN 5.02,5.07 06/21/12 Native American Energy Group, Inc. DE 1.01,8.01,9.01 06/21/12 NCI BUILDING SYSTEMS INC DE 1.01,1.02,2.01,2.03, 06/22/12 8.01,9.01 NCR CORP MD 2.01,9.01 06/22/12 NEAH POWER SYSTEMS, INC. NV 8.01,9.01 06/26/12 NEDAK ETHANOL, LLC NE 5.02,5.07 06/26/12 NET 1 UEPS TECHNOLOGIES INC 5.02,9.01 06/25/12 Net Savings Link, Inc. NV 5.02 06/25/12 NEULION, INC. 4.01 06/25/12 Neuralstem, Inc. DE 8.01,9.01 06/25/12 NEWFIELD EXPLORATION CO /DE/ DE 1.01,2.03,9.01 06/26/12 NEWS CORP 8.01,9.01 06/26/12 NORTHERN ILLINOIS GAS CO /IL/ /NEW/ IL 7.01,9.01 06/26/12 OMNI VENTURES INC KS 5.02,8.01,9.01 06/25/12 OptimumBank Holdings, Inc. FL 3.01 06/20/12 ORCHARD SUPPLY HARDWARE STORES CORP DE 5.02,5.07,9.01 06/20/12 ORIGINOIL INC NV 1.01,2.03,3.02,8.01, 05/16/12 9.01 ORION ENERGY SYSTEMS, INC. WI 1.01,2.03,9.01 06/25/12 Orpheum Property Inc DE 4.01 06/14/12 Orpheum Property Inc DE 4.01,9.01 06/14/12 AMEND Oxford Resource Partners LP DE 1.01,2.03 06/22/12 PACKAGING CORP OF AMERICA 8.01,9.01 06/21/12 PALADIN REALTY INCOME PROPERTIES INC MD 8.01 06/25/12 PARK OHIO HOLDINGS CORP OH 5.02 06/26/12 PATRICK INDUSTRIES INC IN 8.01,9.01 06/25/12 Pendrell Corp DE 1.01,9.01 06/25/12 PIER 1 IMPORTS INC/DE DE 7.01,9.01 06/26/12 PINNACLE FINANCIAL PARTNERS INC TN 5.02,8.01,9.01 06/21/12 PUMA BIOTECHNOLOGY, INC. DE 5.02,9.01 06/20/12 PURE BIOSCIENCE, INC. DE 3.01 06/21/12 QUALSTAR CORP CA 5.07 06/20/12 RADIENT PHARMACEUTICALS Corp DE 5.02 06/25/12 RADISYS CORP OR 1.01,2.03,3.02,9.01 06/20/12 RECOVERY ENERGY, INC. NV 7.01,9.01 06/26/12 Reis, Inc. MD 1.01,8.01,9.01 06/20/12 ROBBINS & MYERS, INC. OH 2.02,9.01 06/26/12 Santa Fe Petroleum, Inc. DE 1.01,2.01,3.02,5.01, 05/10/12 AMEND 5.02,5.06,7.01,9.01 SEALY CORP DE 2.02,9.01 06/26/12 SEQUENTIAL BRANDS GROUP, INC. DE 1.01 06/20/12 Sequoia Mortgage Trust 2012-3 8.01,9.01 06/26/12 Seven Arts Entertainment Inc. NV 8.01,9.01 06/02/12 Shire plc 8.01,9.01 06/26/12 SM Energy Co DE 7.01,9.01 06/26/12 SM Energy Co DE 7.01,9.01 06/26/12 Smart Kids Group Inc. FL 5.03 06/20/12 SONIC AUTOMOTIVE INC DE 8.01,9.01 06/26/12 Sono Resources, Inc. NV 1.01,9.01 06/25/12 SOUTHERN COMMUNITY FINANCIAL CORP 8.01,9.01 06/25/12 SOUTHERN COMMUNITY FINANCIAL CORP 1.01,9.01 06/25/12 Soy Energy, LLC IA 5.07 06/21/12 SPARTAN MOTORS INC MI 8.01,9.01 06/25/12 STANDARD MICROSYSTEMS CORP DE 8.01 06/22/12 STERLING GROUP VENTURES INC NV 7.01,9.01 06/26/12 STIFEL FINANCIAL CORP DE 7.01 06/26/12 Sutor Technology Group LTD 3.01,9.01 06/25/12 TARA GOLD RESOURCES CORP. NV 4.02 04/16/12 AMEND Tara Minerals Corp. NV 4.02 04/16/12 AMEND TARGET CORP MN 9.01 06/26/12 TEAMSTAFF INC NJ 5.03,8.01,9.01 06/25/12 Texas Gulf Energy Inc NV 5.07 06/22/12 Texas Rare Earth Resources Corp. NV 7.01,9.01 06/25/12 THERMOENERGY CORP DE 1.01,9.01 06/20/12 Transcept Pharmaceuticals Inc DE 5.02,9.01 06/25/12 UMPQUA HOLDINGS CORP OR 7.01 06/26/12 UNITED INSURANCE HOLDINGS CORP. DE 1.01,9.01 06/25/12 USG CORP DE 3.02,9.01 06/26/12 VALHI INC /DE/ DE 1.01,1.02,2.03,2.04, 06/13/12 9.01 Vanda Pharmaceuticals Inc. DE 5.02 06/14/12 AMEND Vantage Drilling CO E9 7.01,9.01 06/25/12 VASOMEDICAL, INC DE 1.01,9.01 06/20/12 VICOR CORP DE 5.07 06/21/12 VIEW SYSTEMS INC NV 4.01,9.01 06/21/12 Vuzix Corp DE 5.07 06/22/12 WATSON PHARMACEUTICALS INC NV 1.01,2.03,9.01 06/22/12 WEBMEDIABRANDS INC. DE 5.07 06/21/12 Wellness Center USA, Inc. NV 1.01,9.01 06/21/12 WELLS FARGO & COMPANY/MN DE 9.01 06/26/12 Western Gas Partners LP DE 1.01,9.01 06/21/12 WFN CREDIT CO LLC 1.01,6.02,9.01 06/26/12 WFRBS Commercial Mortgage Trust 2012- 8.01,9.01 06/26/12 WINNEBAGO INDUSTRIES INC IA 5.02,9.01 06/20/12 X-CHANGE CORP NV 1.01,9.01 04/12/12 X-CHANGE CORP NV 1.01,9.01 05/10/12 AMEND XCEL ENERGY INC MN 7.01 06/26/12 YATERRA VENTURES CORP. 7.01,9.01 06/20/12 ZIOPHARM ONCOLOGY INC DE 5.02,5.07,9.01 06/20/12