Commission Charges Solar Manufacturer with Concealing Agreement to Transfer Ownership Stake in its Chinese Subsidiary
The Commission today charged a solar panel manufacturer headquartered in South San Francisco and three of its former executives with defrauding investors by concealing the transfer of nearly half of the ownership stake in its Chinese subsidiary to three individuals in China who manage the subsidiary.
The SEC alleges that Worldwide Energy and Manufacturing USA Inc. (WEMU) raised nearly $9 million from U.S. investors in early 2010 in order to expand its solar subsidiary based in Rugao City, China. The Chinese subsidiary represented the bulk of WEMU’s operations and generated 77 percent of the company’s revenue the previous year. In a power point presentation at road shows and in other communications with investors, the company’s founder and chairman of the board Jimmy Wang and the company’s president Jeffrey Watson touted the solar subsidiary’s success as the primary growth area for the company and represented that the company fully owned its Chinese subsidiary. They neglected to tell investors that WEMU actually was set to transfer 49 percent of the equity in the Chinese subsidiary to its three managers. This critical ownership deal was not disclosed in the company’s filings or offering documents. Later, Wang and his wife Mindy Wang, who served as the company’s vice president, secretary and treasurer, went so far as to sign additional agreements to effectuate the transfer that were concealed from WEMU’s board and auditors. (Rel. 2012-181)
Commission Charges Oregon-Based Investment Adviser for Failing to Disclose Revenue Sharing Payments
The Commission today instituted a settled administrative proceeding against two Portland, Oregon-based investment advisory firms and their owner regarding the failure to disclose a revenue-sharing agreement and other potential conflicts of interest to clients.
The SEC’s investigation found violations in three areas of the advisory business run by Christopher Keil Hicks, who owns Focus Point Solutions and The H Group. Most notably, Focus Point did not disclose to customers that it was receiving revenue-sharing payments from a brokerage firm that managed a particular category of mutual funds being recommended to Focus Point clients. Because Focus Point received a percentage of every dollar that its clients invested in these mutual funds, there was an incentive to recommend these funds over other investment opportunities in order to generate additional revenue for the firm.
Without admitting or denying the SEC’s charges, Hicks, Focus Point, and The H Group agreed to pay a combined $1.1 million to settle the case. (Rel. 2012-180)
Commission Reschedules Date of Market Technology Roundtable
The Commission today announced that its market technology roundtable, which was scheduled for Sept. 14, will be held on Oct. 2. The change was made to accommodate scheduling conflicts and to better respond to strong interest from individuals and groups wishing to participate in the roundtable discussion.
The roundtable at the SEC’s Washington, D.C. headquarters is open to the public and will be webcast. As previously announced, the event will begin with a discussion on preventing errors, focusing on current best practices and practical constraints for creating, deploying, and operating mission-critical systems, including those used to automatically generate and route orders, match trades, confirm transactions, and disseminate data. The afternoon session will focus on error response, with experts discussing how the market might employ independent filters, objective tests, and other real-time processes or crisis-management procedures to detect, limit, and possibly terminate erroneous market activities when they occur, thereby limiting the impact of such errors. (Rel. 2012-182)
Commission Charges Attorney and Two Other South Florida Residents in $27.5 Million Investment Fraud
The Commission charged an attorney and two others living in South Florida for their roles in a $27.5 million investment scheme that led investors to believe they were purchasing securities consisting of “pre-sold” commodities contracts with a pre-determined profit.
The SEC halted the scheme last year when it obtained an asset freeze and a court-appointed receiver over the companies involved: Commodities Online LLC and Commodities Online Management LLC. The SEC’s follow-up charges are against the founder and former president of the company, James C. Howard III, as well as the company’s vice president Louis N. Gallo III and outside counsel Michael R. Casey, who later became the president.
According to the SEC’s complaint, Commodities Online performed only a limited percentage of the commodities transactions that were promised to investors. The majority of “profits” allocated or distributed to investors were not profits from completed commodities transactions, but instead taken from the funds of other investors. Meanwhile, Howard and Gallo were dissipating millions of dollars in investor funds to largely sham companies, for their own use.
Further, according to the SEC’s complaint, Howard stepped down as the company’s president in 2010 after he was arrested for an unrelated investment fraud. He was replaced by Casey, who misled investors about Howard’s continuing control over Commodities Online while also misrepresenting the profitability, structure, and existence of the purported commodities contracts to investors.
The SEC alleges that Gallo ran an in-house “boiler room” of telephone sales agents and a network of approximately 20 regional and international sales offices. Gallo also misled investors about Howard’s role at Commodities Online.
The SEC further alleges that Gallo failed to disclose to investors that he previously pled guilty to federal bank fraud and other felonies and was serving a term of supervised release while employed at Commodities Online. Howard also failed to disclose to prospective investors that he’s a convicted felon.
The SEC’s complaint charges Howard, Gallo and Casey with violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, and with aiding and abetting violations by Commodities Online and Commodities Online Management of Section 10(b) of the Exchange Act and Rule 10b-5. Howard is further charged with a violation of Section 20(a) of the Exchange Act as a control person of Commodities Online, and the complaint alleges he is therefore jointly and severally liable for Commodities Online’s violations of Section 10(b) of the Exchange Act and Rules 10b-5 thereunder. The SEC is seeking disgorgement of ill-gotten gains plus pre-judgment interest, financial penalties, and permanent injunctions against Howard, Gallo, and Casey. The SEC’s complaint also names several relief defendants for the purposes of recovering investor money steered to those entities in the scheme: Sutton Capital LLC, J&W Trading LLC, American Financial Solutions LLC, and Minjo Corporation.
[SEC v. James C. Howard III, Michael R. Casey, and Louis N. Gallo III, Defendants and Sutton Capital, LLC, J&W Trading, LLC, American Financial Solutions, LLC, and Minjo Corporation, Relief Defendants, Civil Action No. 12-cv-61731-WJS (SDFL)] (LR-22472).
Commission Orders Hearings on Registration Suspension or Revocation against Two Companies for Failure to Make Required Periodic Filings
In conjunction with trading suspensions on May 14, 2012, the Commission instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registration of each class of the securities of two companies for failure to make required periodic filings with the Commission:
Stars To Go, Inc.
In the Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934 (Order), the Division of Enforcement (Division) alleges that the respective Respondents are delinquent in their required periodic filings with the Commission.
In these proceedings, a hearing will be scheduled before an Administrative Law Judge. At the hearing, the judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, are true. The judge in the proceedings will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in the proceedings issue an initial decision not later than 120 days from the date of service of the Order. (Rel. 34-67786; File No. 3-15007; Rel. 34-67787; File No. 3-15008)
In the Matter of Raymond J. Lucia Companies, Inc. and Raymond J. Lucia, Sr.
The Commission announced the issuance of an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act of 1940, and Section 9(b) of the Investment Company act of 1940 (Order) against Raymond J. Lucia Companies, Inc. (RJL) and Raymond J. Lucia, Sr. for presenting materially misleading information at a series of investment seminars RJL and Lucia hosted for potential clients.
In the Order, the Division of Enforcement alleges that Lucia, a registered investment adviser representative, used the investment seminars to promote his proprietary wealth management strategy called “Buckets of Money.” A recurring theme of the seminars was that following the Buckets of Money strategy would allow one to retire comfortably, and generate inflation-adjusted income for life. To prove this, Lucia claimed to have empirically backtested the strategy over actual bear market periods. Lucia and RJL presented a slideshow at the seminars which indicated that, according to their backtesting, the Buckets of Money strategy would have provided a person retiring at the onset of one of those bear markets with inflation-adjusted income throughout their retirement, in contrast to other strategies which would have left an investor penniless within a matter of years.
In the Order, the Division of Enforcement further alleges that the slideshow presentation Lucia and RJL used during their seminars was materially misleading in three ways. First, although they disclosed that their backtests had used a hypothetical inflation rate, they failed to disclose that had they used the actual inflation rate for those periods, the retirees using their investment strategy would have run through their savings years before the end of the bear markets. Second, Lucia and RJL failed to account for the negative effect that the deduction of advisory fees would have had on the backtesting of their investment strategy. Third, Lucia and RJL failed to conduct their backtests in a manner that was consistent with the strategy, which would have had a significantly negative effect on the backtest results.
In the Order, the Division of Enforcement also alleges that Lucia and RJL also failed to maintain adequate records of the backtesting as they were required to do. The only documentation of their backtesting calculations consisted of two two-page spreadsheets which failed to duplicate the advertised investment strategy.
A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide RJL and Lucia an opportunity to dispute the allegations, and to determine what, if any, remedial action is appropriate and in the public interest, pursuant to the Investment Advisers Act of 1940, the Investment Company Act of 1940, and the Securities Exchange Act of 1934.
The Order requires that an Administrative Law Judge shall issue an initial decision no later than 300 days from the date of service of the Order, pursuant to Rule 360(a)(2) of the Commission’s Rules of Practice. (Rel. 34-67781; File No. 3-15006).
Commission Charges Arthur H. Reed and Allan F. Derusha with Insider Trading
On September 6, 2012, the Commission filed a civil injunctive action in the United States District Court for the Northern District of Illinois against Arthur H. Reed, who during the relevant time period was Director of Contract Marketing for APP Pharmaceuticals, Inc., and Allan F. Derusha, Reed’s father-in-law. The Commission alleges that Reed and Derusha engaged in unlawful insider trading and/or tipping in advance of APP’s July 7, 2008 public announcement that it was being acquired by Fresenius SE.
According to the Commission’s complaint, Reed on or before May 27, 2008 learned through his employment at APP that APP was in the process of being acquired by another company and subsequently purchased $438,504 of APP stock based on his knowledge of the pending acquisition. Reed also tipped his father-in-law, Derusha, regarding the pending acquisition, and Derusha subsequently purchased $257,374 of APP stock. Reed and Derusha sold their APP stock after APP’s acquisition was publicly announced, realizing $272,958 and $163,281 in profits respectively.
The Commission’s complaint charges Reed and Derusha with violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. To settle the Commission’s charges, Reed has consented, without admitting or denying the Commission’s allegations, to the entry of a final judgment: (1) permanently enjoining him from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; (2) requiring him to pay disgorgement of $272,958 plus prejudgment interest of $38,714; and (3) requiring him to pay a civil penalty of $94,182, but not imposing a greater penalty based upon his financial condition. To settle the Commission’s charges, Derusha has consented, without admitting or denying the Commission’s allegations, to the entry of a final judgment: (1) permanently enjoining him from violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and (2) requiring him to pay disgorgement of $159,230 plus prejudgment interest of $19,578, and a $79,615 civil penalty. The final judgments are subject to the Court’s approval. [SEC v. Arthur H. Reed and Allan F. Derusha,Case No. 1:12-cv-07119 (N.D. Ill.)] (LR-22474)
Commission Charges Public Relations Executive with Insider Trading in Client’s Stock
On September 5, 2012, the Commission charged the CEO of a Los Angeles-based public relations firm with insider trading on nonpublic information she learned from a client that was about to acquire a bank in a deal assisted by the Federal Deposit Insurance Corporation (FDIC).
The SEC alleges that Renee White Fraser and her firm Fraser Communications were contacted by Pasadena-based East West Bancorp (EWBC) for marketing and public relations support during its acquisition of San Francisco-based United Commercial Bank. The very next day after agreeing to take on EWBC as a client, Fraser bought 10,000 shares of EWBC stock. She sold all of her shares after EWBC’s stock price jumped 55 percent after the public announcement of the acquisition.
Fraser agreed to settle the SEC’s charges by paying $91,530.36, which is more than double what she gained in illegal profits from her alleged insider trading.
According to the SEC’s complaint filed in the U.S. District Court for the Central District of California, EWBC contacted Fraser Communications on Oct. 14, 2009, and shared material, nonpublic information about its upcoming FDIC-assisted transaction for the confidential corporate purpose of allowing Fraser and her employees to prepare marketing and public relations materials ahead of that acquisition. EWBC formally engaged Fraser’s firm on October 15 to assist EWBC with public relations work.
The SEC alleges that Fraser, who lives in Santa Monica, purchased 10,000 EWBC shares on October 16 after learning the previous day about the impending EWBC-United Commercial Bank transaction. EWBC announced the acquisition of United Commercial Bank’s banking operations on November 6. Fraser proceeded to sell 7,500 of her EWBC shares on November 10, the second trading day after the announcement. She sold the remaining 2,500 shares on June 24, 2011, for total combined profits of $43,868.
In settling the SEC’s charges without admitting or denying the allegations, Fraser agreed to pay $43,868 in disgorgement, $3,794.36 in prejudgment interest, and a $43,868 penalty. She consented to a permanent injunction from further violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Fraser also agreed to a permanent bar prohibiting her from serving as an officer or director of a public company.
[SEC v. Renee White Fraser, Civil Action No. CV12-7574 PSG (AGRx), USDC, CD Cal.] (LR-22473)
In the Matter of Focus Point Solutions, Inc., The H Group, Inc., and Christopher Keil Hicks
The Commission announced the issuance of an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act of 1940 and Sections 9(b) and 9(f) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Order) against Focus Point Solutions, Inc. (Focus Point), The H Group, Inc., and Christopher Keil Hicks. The Order finds that the advisers and their owner failed to disclose multiple conflicts of interest, including the fact that they received payments from a broker while recommending certain investments to clients.
The Order finds that Focus Point willfully violated Sections 206(2) and 207 of the Investment Advisers Act of 1940 (Advisers Act) and Section 15(c) of the Investment Company Act of 1940 and that Hicks willfully aided and abetted and caused those violations. The order also finds that The H Group willfully violated Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-6 thereunder. Without admitting or denying the Commission’s findings, Focus Point, The H Group, and Hicks agree to a censure and to cease and desist from committing or causing any violations and any future violations of these provisions. Focus Point agrees to disgorge $900,000 in ill-gotten gains, pay $25,813.92 in prejudgment interest, pay $100,000 in penalties, and hire an independent consultant to conduct comprehensive compliance reviews of the firm. The H Group and Hicks will each pay a $50,000 penalty. (Rel. IA-3458; File No. 3-15011)
In the Matter of S. W. Hatfield, CPA and Scott W. Hatfield, CPA
The Commission announced the issuance of an Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice (Order) against S. W. Hatfield, CPA and Scott W. Hatfield, CPA.
In the Order, the Division of Enforcement alleges that the Dallas-based accounting firm of S.W. Hatfield, CPA issued 38 audit reports on 21 public issuers’ financial statements between Jan. 31, 2010 and May 19, 2011 while its Texas license to practice as a CPA firm was expired. The Division also alleges that S.W. Hatfield, CPA’s sole proprietor, Scott W. Hatfield, CPA, knew that his firm’s license was expired yet consented to the inclusion of the firm’s audit reports in numerous periodic reports and registration statements filed with the Commission. Implicit in S.W. Hatfield, CPA’s audit reports was the representation that the firm was qualified to issue reports on its clients’ financial statements. The Division alleges that, S.W. Hatfield, CPA was unqualified to issue such reports under SEC rules and Texas law; consequently such reports were thus materially false and misleading.
Based on the above, the Division of Enforcement alleges that the respondents willfully violated Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 thereunder.
A hearing will be will be held by an administrative law judge to determine whether the allegations contained in the Order are true, to provide Respondents an opportunity to dispute these allegations, and to determine what, if any, remedial sanctions are appropriate, including the imposition of civil penalties and disgorgement with reasonable interest.
The Order requires the Administrative Law Judge to issue an initial decision no later than 300 days from the date of service of this Order, pursuant to Rule 360(a)(2) of the Commission's Rules of Practice. (Rel. 34-67793; File No. 3-15012).
Notice of Proposed Rule Change
The Financial Regulatory Authority, Inc. has filed a proposed rule change (SR-FINRA-2012-040) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to amend the By-Laws of FINRA Dispute Resolution, Inc. to clarify that services provided by mediators, when acting in such capacity and not representing parties in mediation, should not cause the individuals to be classified as Industry Members under the By-Laws. Publication is expected in the Federal Register during the week of September 10th. (Rel. No. 34-67784)
Approval of Proposed Rule Change
The Commission granted approval of a proposed rule change (SR-NYSEArca-2012-48) submitted by NYSE Arca, Inc. pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder amending NYSE Arca Equities Rule 7.31(h) to add a PL Select Order. Publication is expected in the Federal Register during the week of September 10th. (Rel. 34-67785)
The Commission approved a proposed rule change (SR-OCC-2012-12) filed by The Options Clearing Corporation (“OCC”) under Section 19(b)(1) of the Securities Exchange Act of 1934 to amend OCC’s By-Laws to allow the Corporation to approve OCC’s form of clearing member application and form of clearing agreement. Publication is expected in the Federal Register during the week of September 10th. (Rel. 34-67782)
Notice of Withdrawal of Proposed Rule Change
The Commission issued notice of withdrawal of a proposed rule change (SR-Phlx-2012-106) filed by NASDAQ OMX PHLX LLC, pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, to modify exchange Rule 3307 to institute a five millisecond delay in the execution time of marketable orders on NASDAQ OMX PSX. Publication is expected in the Federal Register during the week of September 10th. (Rel. 34-67780)
INVESTMENT COMPANY ACT RELEASES
The Hartford Mutual Funds, Inc., et al.
An order has been issued on an application filed by The Hartford Mutual Funds, Inc., et al., for an order under Section 6(c) of the Investment Company Act of 1940 (Act) for an exemption from Rule 12d1-2(a) under the Act. The order permits funds of funds relying on Rule 12d1-2 under the Act to invest in certain financial instruments. (Rel. IC-30194/ September 5, 2012
Prudential Short Duration High Yield Fund, Inc.; Prudential Investments LLC
A notice has been issued giving interested persons until October 1, 2012, to request a hearing on an application filed by Prudential Short Duration High Yield Fund, Inc. and Prudential Investments LLC, under Section 6(c) of the Investment Company Act of 1940 (Act) for an exemption from Section 19(b) of the Act and Rule 19b-1 under the Act. The order would permit certain registered closed-end management investment companies to make periodic distributions of long-term capital gains with respect to their outstanding common shares as frequently as monthly in any one taxable year, and as frequently as distributions are specified by or in accordance with the terms of any outstanding preferred shares that such investment companies may issue. (Rel. IC-30195 / September 5, 2012)
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 ImmunoCellular Therapeutics, Ltd., 21900 BURBANK BLVD., 3RD FLOOR, WOODLAND HILLS, CA, 91367, 818-992-2907 - 2,000,000 ($5,120,000.00) Equity, (File 333-183715 - Sep. 5) (BR. 01B) S-3ASR NVR INC, 11700 PLAZA AMERICA DR., SUITE 500, RESTON, VA, 20190, 7039564000 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-183716 - Sep. 5) (BR. 06C) S-B REPUBLIC OF THE PHILIPPINES, 556 FIFTH AVE, PHILIPPINE CONSULATE GENERAL, NEW YORK, NY, 10036, 0 ($1.00) Non-Convertible Debt, (File 333-183717 - Sep. 5) (BR. DN) S-8 WATERS CORP /DE/, 34 MAPLE ST, MILFORD, MA, 01757, 5084782000 - 6,301,209 ($490,108,036.02) Equity, (File 333-183721 - Sep. 5) (BR. 10B) F-3D AGNICO EAGLE MINES LTD, 145 KING STREET EAST, SUITE 400, TORONTO, A6, M5C 2Y7, 4169471212 - 0 ($5,344,826.00) Equity, (File 333-183723 - Sep. 5) (BR. 09B) S-4 GEORGIA GULF CORP /DE/, 115 PERIMETER CENTER PLACE, STE. 460, ATLANTA, GA, 30346, 7703954500 - 35,200,000 ($1,347,104,000.00) Equity, (File 333-183724 - Sep. 5) (BR. 06B) S-8 KALOBIOS PHARMACEUTICALS INC, 260 EAST GRAND AVE, SOUTH SAN FRANCISCO, CA, 94080, 650.243.3100 - 11,417,715 ($28,785,766.56) Equity, (File 333-183725 - Sep. 5) (BR. 01B) S-3 MERU NETWORKS INC, 894 ROSS DRIVE, SUNNYVALE, CA, 94089, 4083162379 - 0 ($15,000,000.00) Unallocated (Universal) Shelf, (File 333-183726 - Sep. 5) (BR. 03B) S-4 EAGLE SPINCO INC., ONE PPG PLACE, PITTSBURGH, PA, 15272, 412-434-3131 - 35,200,000 ($1,347,104,000.00) Equity, (File 333-183727 - Sep. 5) (BR. ) S-4 ICAHN ENTERPRISES L.P., 767 FIFTH AVENUE, SUITE 4700, NEW YORK, NY, 10153, 212-702-4300 - 0 ($300,000,000.00) Non-Convertible Debt, (File 333-183728 - Sep. 5) (BR. 05B) S-3ASR WHITING PETROLEUM CORP, 1700 BROADWAY, SUITE 2300, DENVER, CO, 80290, 303-837-1661 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-183729 - Sep. 5) (BR. 04A) S-3ASR LOWES COMPANIES INC, 1000 LOWE'S BLVD., MOORESVILLE, NC, 28117, 7047581000 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-183730 - Sep. 5) (BR. 06B) S-8 CA, INC., ONE CA PLAZA, ISLANDIA, NY, 11749, 1-800-225-5224 - 0 ($12,902,500.00) Equity, (File 333-183731 - Sep. 5) (BR. 03A) S-8 Unum Group, 1 FOUNTAIN SQUARE, CHATTANOOGA, TN, 37402, 423-294-8974 - 0 ($3,818,000.00) Equity, (File 333-183732 - Sep. 5) (BR. 01A) S-8 Unum Group, 1 FOUNTAIN SQUARE, CHATTANOOGA, TN, 37402, 423-294-8974 - 0 ($381,800,000.00) Equity, (File 333-183733 - Sep. 5) (BR. 01A) S-1 American Critter College, Inc., 271 SERENITY PLACE, NEWPORT, VA, 24128, 540-641-0159 - 12,203,085 ($610,154.00) Debt, (File 333-183734 - Sep. 5) (BR. ) S-3 RENASANT CORP, 209 TROY STREET, TUPELO, MS, 38804-4827, (662) 680-1001 - 0 ($150,000,000.00) Unallocated (Universal) Shelf, (File 333-183735 - Sep. 5) (BR. 07B)
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.
NAME OF ISSUER STATE 8K ITEM NUMBERS DATE COMMENT 2-Track Global, Inc. 1.01,3.03,5.01,5.02,9.01 08/29/12 Accretive Health, Inc. DE 5.02 08/29/12 ACORN ENERGY, INC. DE 5.02,8.01 09/02/12 ADHEREX TECHNOLOGIES INC 8.01,9.01 09/04/12 AeroVironment Inc DE 2.02,9.01 09/05/12 AGILENT TECHNOLOGIES INC DE 2.01,9.01 06/21/12 AMEND AKORN INC LA 9.01 02/28/12 AMEND Alexander & Baldwin, Inc. HI 7.01,9.01 09/05/12 ALLIANCE DATA SYSTEMS CORP DE 7.01,9.01 09/05/12 Allied World Assurance Co Holdings, A 5.02,7.01,9.01 09/05/12 ALLOS THERAPEUTICS INC DE 3.01,3.02,3.03,5.01,5.02,5.03,9.01 09/04/12 Alphatec Holdings, Inc. DE 5.02 08/29/12 ALTERA CORP DE 7.01,9.01 09/04/12 ALTRIA GROUP, INC. VA 7.01,8.01,9.01 09/05/12 AMERICAN SPECTRUM REALTY INC MD 5.02,9.01 08/31/12 AMERISOURCEBERGEN CORP DE 7.01,9.01 09/04/12 APARTMENT INVESTMENT & MANAGEMENT CO MD 7.01,9.01 09/05/12 Apple REIT Seven, Inc. VA 8.01 08/30/12 APTARGROUP INC DE 1.01,2.03,9.01 09/05/12 ARK RESTAURANTS CORP NY 8.01,9.01 09/04/12 ASHLAND INC. KY 5.02 09/05/12 ASSURED GUARANTY LTD D0 8.01,9.01 08/30/12 ATP OIL & GAS CORP TX 1.01,2.03,9.01 08/29/12 AUTONATION, INC. DE 7.01,9.01 09/05/12 AUXILIUM PHARMACEUTICALS INC 7.01,9.01 09/05/12 Avery Dennison Corp DE 8.01,9.01 09/04/12 BEST BUY CO INC MN 2.03,9.01 08/31/12 BIO-PATH HOLDINGS INC UT 8.01,9.01 09/04/12 BIOMARIN PHARMACEUTICAL INC DE 5.02,9.01 09/04/12 BofI Holding, Inc. DE 8.01,9.01 09/05/12 Bureau of Fugitive Recovery Inc CO 5.02,5.07,8.01,9.01 08/29/12 CAMPBELL FUND TRUST DE 8.01 09/05/12 Campbell Global Trend Fund, L.P. DE 8.01 09/05/12 CAPITAL ONE FINANCIAL CORP DE 7.01,9.01 09/04/12 Cardium Therapeutics, Inc. DE 8.01,9.01 08/30/12 CAREER EDUCATION CORP DE 5.02 08/29/12 CARRIZO OIL & GAS INC TX 1.01,7.01,8.01,9.01 09/04/12 CASCADE CORP OR 2.02,9.01 08/30/12 Cazador Acquisition Corp Ltd. E9 7.01,8.01,9.01 09/05/12 CEMPRA, INC. DE 8.01,9.01 09/05/12 CINCINNATI FINANCIAL CORP OH 7.01,9.01 09/05/12 CIRCLE STAR ENERGY CORP. NV 7.01,9.01 09/04/12 CLAIRES STORES INC DE 8.01,9.01 09/04/12 CNL Healthcare Trust, Inc. MD 1.01,2.01,2.03,9.01 08/29/12 CNO Financial Group, Inc. DE 7.01,9.01 09/05/12 COLE CREDIT PROPERTY TRUST IV, INC. MD 1.01,2.03 08/30/12 COLUMBIA LABORATORIES INC DE 7.01,9.01 09/05/12 COLUMBIA SPORTSWEAR CO OR 5.02 08/31/12 CONCURRENT COMPUTER CORP/DE DE 8.01,9.01 09/04/12 CONNS INC DE 2.02,9.01 09/05/12 Copano Energy, L.L.C. 5.02,9.01 08/29/12 COPYTELE INC DE 5.02,9.01 08/29/12 Coronus Solar Inc. A1 1.01,2.03,7.01,9.01 09/04/12 CRIMSON EXPLORATION INC. 7.01 09/05/12 CubeSmart MD 2.02,7.01,9.01 09/05/12 DAYSTAR TECHNOLOGIES INC DE 1.01,5.02,9.01 09/05/12 DecisionPoint Systems, Inc. 2.02,9.01 09/04/12 DEL TORO SILVER CORP. NV 1.01,3.02,9.01 08/30/12 DEL TORO SILVER CORP. NV 1.01,3.02,9.01 08/31/12 DELTA AIR LINES INC /DE/ DE 8.01,9.01 09/05/12 DEVRY INC DE 7.01,9.01 09/04/12 DIAMOND HILL INVESTMENT GROUP INC OH 8.01 09/05/12 Digital Domain Media Group, Inc. FL 8.01,9.01 09/05/12 DOLLAR GENERAL CORP TN 2.02,7.01,9.01 09/05/12 DRINKS AMERICAS HOLDINGS, LTD DE 1.01,3.02,3.03,5.03,9.01 08/30/12 DTE ENERGY CO MI 7.01,9.01 09/05/12 DYM ENERGY Corp 8.01 09/05/12 EC Development, Inc. DE 7.01,9.01 08/30/12 EC Development, Inc. DE 7.01,9.01 08/31/12 EMERSON RADIO CORP DE 8.01 08/29/12 EMMIS COMMUNICATIONS CORP IN 3.03,5.02,5.07,9.01 09/04/12 ENERGY PARTNERS LTD DE 5.03,9.01 09/01/12 EQUITY LIFESTYLE PROPERTIES INC MD 2.02,7.01,9.01 09/05/12 ESSA Bancorp, Inc. PA 8.01,9.01 08/31/12 FARMER BROTHERS CO CA 8.01 08/29/12 Federal Home Loan Bank of Cincinnati X1 2.03,9.01 08/30/12 Federal Home Loan Bank of Des Moines X1 2.03,9.01 08/31/12 FENTURA FINANCIAL INC MI 5.07 04/25/12 FIRST POTOMAC REALTY TRUST MD 7.01 09/05/12 FISHER COMMUNICATIONS INC WA 7.01 08/27/12 AMEND FLEXTRONICS INTERNATIONAL LTD. U0 5.07 08/30/12 FORMFACTOR INC DE 1.01,8.01,9.01 08/31/12 FROZEN FOOD EXPRESS INDUSTRIES INC TX 8.01,9.01 09/05/12 FS Investment CORP MD 2.02,9.01 08/31/12 FULTON FINANCIAL CORP PA 7.01,9.01 09/05/12 Fuse Science, Inc. NV 8.01 09/05/12 FutureFuel Corp. DE 5.02 09/04/12 G III APPAREL GROUP LTD /DE/ DE 2.02,9.01 09/05/12 GALLAGHER ARTHUR J & CO DE 7.01,9.01 09/05/12 General Moly, Inc DE 8.01,9.01 09/05/12 GEORGIA GULF CORP /DE/ DE 1.01,9.01 08/31/12 Global Geophysical Services Inc DE 8.01,9.01 09/05/12 GLOBALSCAPE INC DE 7.01,9.01 09/05/12 Graystone Co DE 8.01 09/05/12 GreenHaven Continuous Commodity Index DE 8.01 08/31/12 GREENHILL & CO INC DE 5.02 09/04/12 GRYPHON GOLD CORP NV 5.02 09/04/12 Gulf United Energy, Inc. NV 8.01,9.01 09/01/12 GULFMARK OFFSHORE INC DE 7.01,9.01 09/04/12 GYMBOREE CORP DE 2.02,9.01 09/05/12 H&R BLOCK INC MO 2.02,9.01 09/05/12 HAIN CELESTIAL GROUP INC DE 5.02,9.01 09/05/12 Hanesbrands Inc. MD 7.01,9.01 09/05/12 HEALTHCARE REALTY TRUST INC MD 7.01,9.01 09/05/12 HEALTHSOUTH CORP DE 7.01,9.01 09/05/12 HELMERICH & PAYNE INC DE 8.01 09/05/12 HERSHA HOSPITALITY TRUST MD 8.01 09/04/12 HI TECH PHARMACAL CO INC NY 2.02,9.01 09/05/12 Hillshire Brands Co MD 2.02,9.01 09/05/12 Hines Global REIT, Inc. MD 2.01,7.01,9.01 08/31/12 HOME LOAN SERVICING SOLUTIONS, LTD. E9 9.01 09/05/12 HOOKER FURNITURE CORP VA 2.02,9.01 09/05/12 Horizontal Marketing Corp. NV 5.01,5.02 09/05/12 HUDSON VALLEY HOLDING CORP NY 7.01,9.01 09/05/12 IGATE CORP PA 1.01,9.01 08/28/12 iMetrik M2M Solutions Inc. NV 7.01,9.01 09/05/12 INDEPENDENT BANK CORP MA 7.01 09/05/12 INLAND REAL ESTATE CORP MD 7.01,9.01 08/30/12 INSPERITY, INC. DE 7.01 09/04/12 INTEGRATED DEVICE TECHNOLOGY INC DE 8.01,9.01 09/05/12 INTERSIL CORP/DE DE 5.02 08/31/12 IntraLinks Holdings, Inc. DE 5.02,7.01,9.01 08/30/12 IP TECHNOLOGY SERVICES, INC. DE 1.01,9.01 08/31/12 Iveda Solutions, Inc. NV 5.02 08/31/12 JBI, INC. NV 5.07 07/23/12 AMEND John Deere Owner Trust 2012-B DE 9.01 09/05/12 John Deere Owner Trust 2012-B DE 8.01,9.01 09/05/12 Kandi Technologies Corp DE 7.01,9.01 09/05/12 KIT digital, Inc. DE 8.01 08/29/12 KORN FERRY INTERNATIONAL DE 2.02,9.01 09/05/12 L & L ENERGY, INC. NV 5.07,8.01 09/05/12 LABORATORY CORP OF AMERICA HOLDINGS DE 7.01 09/04/12 LIME ENERGY CO. DE 3.01 08/29/12 Limelight Networks, Inc. DE 8.01,9.01 08/31/12 Lithium Exploration Group, Inc. NV 1.01,9.01 08/14/12 M I HOMES INC OH 7.01 09/05/12 Maiden Holdings, Ltd. D0 7.01,9.01 09/05/12 MANITOWOC CO INC WI 5.02,9.01 09/04/12 Massive Dynamics, Inc. NV 5.01,5.02 08/31/12 MATRIX SERVICE CO DE 2.02,9.01 09/05/12 MB FINANCIAL INC /MD 7.01 09/05/12 MB FINANCIAL INC /MD 5.02,9.01 08/29/12 Mead Johnson Nutrition Co DE 7.01,9.01 09/05/12 MEDICIS PHARMACEUTICAL CORP DE 1.01,7.01,9.01 09/02/12 MEMC ELECTRONIC MATERIALS INC DE 1.01,8.01,9.01 09/04/12 MERU NETWORKS INC DE 7.01,9.01 09/05/12 Midstates Petroleum Company, Inc. DE 7.01,8.01,9.01 09/05/12 Millburn Multi-Markets Fund L.P. DE 3.02 07/02/12 MITCHAM INDUSTRIES INC TX 2.02,9.01 09/05/12 MONAR INTERNATIONAL INC. NV 8.01 09/05/12 Morningstar, Inc. IL 8.01,9.01 09/04/12 MS STRUCTURED SATURNS SERIES 2005-3 DE 8.01,9.01 09/01/12 MYERS INDUSTRIES INC OH 8.01,9.01 09/05/12 NACCO INDUSTRIES INC DE 1.01,9.01 08/31/12 NCI BUILDING SYSTEMS INC DE 2.02,9.01 09/05/12 NEAH POWER SYSTEMS, INC. NV 5.02,9.01 08/31/12 AMEND NESTOR PARTNERS NJ 3.02 04/02/12 Net Element, Inc. DE 7.01,8.01,9.01 09/05/12 Net Element, Inc. DE 7.01,8.01,9.01 09/05/12 NEWBRIDGE BANCORP NC 1.01,5.02,9.01 09/04/12 NEWS CORP 5.02,8.01,9.01 08/30/12 NF Energy Saving Corp DE 3.01 08/30/12 NORTHERN TECHNOLOGIES INTERNATIONAL C DE 5.02,9.01 08/31/12 NorthStar Real Estate Income Trust, I MD 8.01 09/05/12 NORTHSTAR REALTY FINANCE CORP. MD 7.01,9.01 09/05/12 NORTHWEST PIPE CO OR 4.01,9.01 08/20/12 AMEND Nuveen Mortgage Opportunity Term Fund MA 2.02,9.01 08/28/12 Nuveen Mortgage Opportunity Term Fund MA 2.02,9.01 08/28/12 Och-Ziff Capital Management Group LLC DE 7.01 09/05/12 OGE ENERGY CORP. OK 7.01 09/05/12 OPEN TEXT CORP A6 8.01 09/05/12 Orexigen Therapeutics, Inc. DE 7.01,8.01,9.01 09/05/12 Orient Paper Inc. NV 8.01,9.01 08/31/12 ORION FUTURES FUND LP NY 1.01,9.01 08/31/12 OVERLAND STORAGE INC CA 2.02,9.01 09/05/12 OXIGENE INC DE 8.01,9.01 09/05/12 OYO GEOSPACE CORP DE 8.01 09/04/12 PACIFIC CONTINENTAL CORP OR 5.02 08/31/12 PDL BIOPHARMA, INC. DE 8.01,9.01 09/05/12 PENN VIRGINIA CORP VA 5.02,9.01 08/31/12 PEP BOYS MANNY MOE & JACK PA 5.02,9.01 09/04/12 PEPTIDE TECHNOLOGIES, INC. NV 1.01,5.02,9.01 09/04/12 PERCEPTRON INC/MI MI 2.02,9.01 09/04/12 PHARMACYCLICS INC DE 2.02,9.01 09/05/12 Pike Electric CORP 2.02,9.01 09/05/12 PIONEER ENERGY SERVICES CORP TX 7.01 09/05/12 PLURISTEM THERAPEUTICS INC NV 8.01 09/05/12 PPG INDUSTRIES INC PA 1.01,9.01 08/31/12 PPL Corp 7.01,9.01 08/30/12 PRIME ESTATES & DEVELOPMENTS INC NV 5.02,9.01 09/01/12 PRINCIPAL FINANCIAL GROUP INC DE 8.01 09/05/12 PS BUSINESS PARKS INC/CA CA 8.01,9.01 09/05/12 RALCORP HOLDINGS INC /MO MO 1.01,2.03,2.04,9.01 09/05/12 RALCORP HOLDINGS INC /MO MO 7.01,9.01 09/05/12 RECOVERY ENERGY, INC. NV 5.02,9.01 08/31/12 REDWOOD TRUST INC MD 5.02 09/05/12 REPROS THERAPEUTICS INC. DE 8.01,9.01 09/04/12 RESPECT YOUR UNIVERSE, INC. NV 4.01,9.01 08/30/12 RETAIL OPPORTUNITY INVESTMENTS CORP DE 1.01,2.03,9.01 08/29/12 REVLON CONSUMER PRODUCTS CORP DE 2.05,9.01 09/05/12 REVLON INC /DE/ DE 2.05,9.01 09/05/12 REX ENERGY CORP DE 1.01,7.01,9.01 09/05/12 RFS HOLDING LLC 6.05 09/05/12 Rock Energy Resources, Inc. DE 1.01,2.03,7.01,9.01 08/28/12 Rock-Tenn CO GA 7.01 09/05/12 AMEND ROWAN COMPANIES PLC X0 7.01,9.01 09/05/12 ROYAL GOLD INC DE 8.01,9.01 09/04/12 SABA SOFTWARE INC DE 1.01,9.01 08/31/12 SABA SOFTWARE INC DE 9.01 03/19/12 AMEND SAFEWAY INC DE 7.01 09/05/12 SANGUI BIOTECH INTERNATIONAL INC CO 8.01,9.01 09/05/12 SARATOGA RESOURCES INC /TX TX 8.01,9.01 09/05/12 SAUER DANFOSS INC DE 5.02 08/29/12 SAUER DANFOSS INC DE 5.02 08/30/12 SCHLUMBERGER LTD /NV/ P8 7.01,9.01 09/05/12 SEALED AIR CORP/DE DE 7.01,9.01 09/05/12 SELECT MEDICAL HOLDINGS CORP 7.01,9.01 09/05/12 Shea Homes Limited Partnership CA 5.02,9.01 08/29/12 Shire plc 5.02,9.01 09/04/12 SIGMA DESIGNS INC CA 2.02,9.01 09/05/12 SIMULATIONS PLUS INC 8.01,9.01 09/05/12 SLM Student Loan Trust 2003-1 DE 8.01,9.01 09/05/12 SLM Student Loan Trust 2003-4 DE 8.01,9.01 09/05/12 SLM Student Loan Trust 2003-7 DE 8.01,9.01 09/05/12 SM Energy Co DE 7.01,8.01,9.01 09/05/12 SNYDER'S-LANCE, INC. NC 8.01,9.01 09/05/12 SOUTHWEST BANCORP INC OK 5.02,9.01 08/30/12 SPARTON CORP OH 2.02,7.01,9.01 09/05/12 SPECTRUM PHARMACEUTICALS INC DE 2.01,9.01 09/04/12 STAAR SURGICAL CO DE 7.01,9.01 09/04/12 STATE STREET CORP MA 8.01 09/04/12 Station Casinos LLC NV 8.01 08/31/12 Steadfast Income REIT, Inc. MD 7.01,9.01 08/30/12 Sucampo Pharmaceuticals, Inc. 8.01,9.01 08/30/12 SUN HEALTHCARE GROUP INC DE 5.07,9.01 09/05/12 SunCoke Energy, Inc. 7.01,9.01 09/05/12 SUNVALLEY SOLAR, INC. NV 3.02,5.03,9.01 08/28/12 SYNTHESIS ENERGY SYSTEMS INC DE 7.01,9.01 09/04/12 TESORO CORP /NEW/ DE 7.01,9.01 09/05/12 TNP Strategic Retail Trust, Inc. MD 5.02 08/29/12 TOPSPIN MEDICAL INC DE 8.01 09/05/12 Tower Group, Inc. DE 7.01,9.01 09/05/12 Treaty Energy Corp NV 5.02 07/10/12 UMPQUA HOLDINGS CORP OR 8.01 09/05/12 United Continental Holdings, Inc. DE 7.01,9.01 09/05/12 UNITED INSURANCE HOLDINGS CORP. DE 5.02,9.01 09/05/12 UNIVERSAL HOSPITAL SERVICES INC MN 8.01 09/05/12 Unseen Solar Inc DE 1.01,9.01 08/30/12 URANIUM RESOURCES INC /DE/ DE 2.01,5.07,8.01,9.01 08/29/12 US AIRWAYS GROUP INC DE 2.02,9.01 09/05/12 US AIRWAYS GROUP INC DE 7.01,9.01 09/05/12 Vanguard Energy Corp CO 3.02 08/31/12 Vantage Drilling CO E9 7.01,9.01 09/05/12 VENTRUS BIOSCIENCES INC DE 8.01,9.01 09/05/12 VERIFONE SYSTEMS, INC. DE 2.02,7.01,9.01 09/05/12 VERINT SYSTEMS INC DE 2.02,7.01,9.01 09/05/12 Verisk Analytics, Inc. DE 8.01 09/05/12 VERTICAL HEALTH SOLUTIONS INC FL 5.02,9.01 04/26/12 VUMEE INC. NV 1.01,9.01 09/01/12 VWR Funding, Inc. DE 1.01,1.02,2.03,3.02,8.01,9.01 09/04/12 W R GRACE & CO DE 8.01 09/05/12 Weatherford International Ltd./Switze V8 7.01 09/05/12 Westinghouse Solar, Inc. DE 3.01,8.01,9.01 09/04/12 WIKI GROUP, INC. 5.02 08/31/12 WPCS INTERNATIONAL INC DE 1.01,9.01 08/31/12 Wright Express CORP 8.01,9.01 09/05/12 Xun Energy, Inc. NV 1.01,9.01 09/04/12 Xun Energy, Inc. NV 1.01,9.01 08/31/12 YTB International, Inc. DE 5.02,8.01 08/31/12