Securities and Exchange Commission Suspends Trading in the Securities of Seven Issuers for Failure to Make Required Periodic Filings
The U.S. Securities and Exchange Commission announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on September 27, 2012 and terminating at 11:59 p.m. EDT on October 10, 2012.
The Commission temporarily suspended trading in the securities of these seven issuers due to a lack of current and accurate information about the companies because they have not filed periodic reports with the Commission in over two years. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act).
The Commission cautions brokers, dealers, shareholders and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by these companies.
Brokers and dealers should be alert to the fact that, pursuant to Exchange Act Rule 15c2-11, at the termination of the trading suspensions, no quotation may be entered relating to the securities of the subject companies unless and until the broker or dealer has strictly complied with all of the provisions of the rule. If any broker or dealer is uncertain as to what is required by the rule, it should refrain from entering quotations relating to the securities of these companies that have been subject to a trading suspension until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. Any broker or dealer with questions regarding the rule should contact the staff of the Securities and Exchange Commission in Washington, DC at (202) 551-5720. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action.
If any broker, dealer or other person has any information which may relate to this matter, they should immediately communicate it to the Delinquent Filings Branch of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-67933)
SEC Issues Report on Brokerage Firms' Handling of Confidential Information
The Securities and Exchange Commission today issued a staff report intended to help broker-dealers safeguard confidential information from misuse, such as insider trading. The report by the Office of Compliance Inspections and Examinations (OCIE) describes strengths and weaknesses identified in examinations into how broker-dealers keep material nonpublic information from being misused.
"This report should help broker-dealers assess the effectiveness of their controls over sensitive information," said OCIE Director Carlo di Florio. "The report illustrates the types of conflicts of interest that may arise between a broker-dealer's obligations to clients that provide confidential information for business purposes and the potential misuse of such information for insider trading or other improper ends. It also describes various methods that broker-dealers use to identify and effectively manage such conflicts, including information barriers that limit the flow of sensitive information."
Conflicts of interest and other issues of concern raised by the report include:
The report also highlights effective practices that examiners observed at some broker-dealers, such as:
The types of issues identified in this report may be helpful to firms as they review their conflict of interest risk management programs. In particular, in any review of information barriers control programs, broker-dealers should be alert to changes in business practices and available compliance tools.
Christine Sibille of OCIE's Washington D.C. office played a key role in producing the report. In addition to Ms. Sibille, the following OCIE staff worked on the examinations underlying the report: Roberta Boyd, Jane Cash, Michelle B. Davis, Everardo DeArmas, Juanita Hamlett, Wanda Hunter, Judy Lee, Danielle Perfetuo, and Lisa Wardlaw in the Washington, D.C. office, and Claudia Arroyo, Theresa D. Gleason, Stephanie Morena, John M. Nee, and Hermann Vargas in the New York Regional Office. (Press Rel. 2012-200)
Commission MeetingsClosed Meeting on Thursday, October 4, 2012 at 2:00 p.m.
The subject matter of the Closed Meeting scheduled for Thursday, October 4, 2012 will be: institution and settlement of injunctive actions; institution and settlement of administrative proceedings; and other matters relating to enforcement proceedings.
At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 551-5400.
Commission Orders Hearings on Registration Suspension or Revocation Against Seven Companies for Failure to Make Required Periodic Filings
In conjunction with this trading suspension, the Commission today also 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 seven companies for failure to make required periodic filings with the Commission:
In this Order, the Division of Enforcement (Division) alleges that the seven issuers are delinquent in their required periodic filings with the Commission.
In this proceeding, instituted pursuant to Exchange Act Section 12(j), 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 proceeding 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 this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-67932; File No. 3-15047)
SEC Charges Goldman Sachs and Former Vice President in Pay-to-Play Probe Involving Contributions to Former Massachusetts State Treasurer
The Securities and Exchange Commission today charged Goldman, Sachs & Co. and one of its former investment bankers with "pay-to-play" violations involving undisclosed campaign contributions to then-Massachusetts state treasurer Timothy P. Cahill while he was a candidate for governor.
Pay-to-play schemes involve campaign contributions or other payments made in an attempt to influence the awarding of lucrative public contracts for securities underwriting business. This marks the first SEC enforcement action for pay-to-play violations involving "in-kind" non-cash contributions to a political campaign.
According to the SEC's order against Goldman Sachs, Neil M.M. Morrison was a vice president in the firm's Boston office and solicited underwriting business from the Massachusetts treasurer's office beginning in July 2008. Morrison also was substantially engaged in working on Cahill's political campaigns from November 2008 to October 2010. Morrison at times conducted campaign activities from the Goldman Sachs office during work hours and using the firm's phones and e-mail. Morrison's use of Goldman Sachs work time and resources for campaign activities constituted valuable in-kind campaign contributions to Cahill that were attributable to Goldman Sachs and disqualified the firm from engaging in municipal underwriting business with certain Massachusetts municipal issuers for two years after the contributions. Nevertheless, Goldman Sachs subsequently participated in 30 prohibited underwritings with Massachusetts issuers and earned more than $7.5 million in underwriting fees.
While the SEC's case against Morrison continues, Goldman Sachs agreed to settle the charges by paying $7,558,942 in disgorgement, $670,033 in prejudgment interest, and a $3.75 million penalty, which is the largest ever imposed by the SEC for Municipal Securities Rulemaking Board (MSRB) pay-to-play violations. The SEC coordinated this enforcement action with a related action filed by the Massachusetts Attorney General against Goldman Sachs.
"The pay-to-play rules are clear: municipal finance professionals that use their firm's resources to campaign on behalf of political candidates compromise themselves and the firms that employ them," said Robert Khuzami, Director of the SEC's Division of Enforcement.
Elaine C. Greenberg, Chief of the SEC Enforcement Division's Municipal Securities and Public Pensions Unit, added, "Fighting efforts to improperly influence the underwriting selection process is one of the unit's top priorities. These practices result in undisclosed conflicts of interest and undermine public confidence in the integrity of the municipal securities market."
According to the SEC's orders against Morrison and Goldman Sachs, among the campaign activities that Morrison engaged in for Cahill were fundraising, drafting speeches, communicating with reporters, approving personnel decisions, and interviewing at least one possible running mate. Morrison at times referenced his campaign work while soliciting underwriting business in an apparent attempt to curry favor during the selection process. Morrison sent e-mails to a deputy treasurer in Cahill's office making the following statements while discussing the selection of underwriters:
According to the SEC's orders, in addition to his direct campaign work for Cahill, Morrison made an indirect cash contribution to Cahill by giving cash to a friend who then wrote a check to the Cahill campaign. Morrison's campaign work and his indirect financial contribution created a conflict of interest that was not disclosed by Goldman Sachs in the relevant municipal securities offerings in violation of pay-to-play rules. Morrison himself acknowledged the existence of this conflict in an e-mail to a campaign official, saying, "I am staying in banking and don't want a story that says that I am helping Cahill, who is giving me banking business. If that came out, I'm sure I wouldn't get any more business."
According to the SEC's orders against Goldman Sachs and Morrison, Goldman Sachs terminated Morrison in December 2010.
The SEC's order against Goldman Sachs found that the firm violated Section 15B(c)(1) of the Exchange Act and MSRB Rule G-37(b), which prohibits firms from underwriting offerings for municipal issuers within two years after any contribution to an official of such issuer. The SEC's order found that Goldman Sachs did not disclose any of the contributions on MSRB Forms G-37, and did not make or keep records of the contributions in violation of MSRB Rules G-37(e), G-8 and G-9. The order found that Goldman Sachs did not take steps to ensure that the attributed contributions or campaign work or the conflicts of interest raised by them were disclosed in the bond offering documents, in violation of MSRB Rule G-17, which requires broker-dealers to deal fairly and not engage in any deceptive, dishonest, or unfair practice. The order found that Goldman Sachs failed to effectively supervise Morrison in violation of MSRB Rule G-27.
Goldman Sachs consented to the SEC's order without admitting or denying the findings. In addition to paying disgorgement, prejudgment interest, and the penalty, Goldman Sachs agreed to be censured and to cease and desist from committing or causing any violations and any future violations of the provisions referenced in the order.
In its order against Morrison, the SEC's Enforcement Division alleges that Morrison violated MSRB Rule G-37(d) by making a secret, undisclosed cash campaign contribution to Cahill, that he violated MSRB Rule G-37(c) by soliciting campaign contributions for Cahill, and that he violated MSRB Rule G-17 by failing to disclose conflicts of interest to the purchasers of municipal securities. The Division of Enforcement further alleges that Morrison caused Goldman Sachs to violate Rule G-8, Rule G-9, Rule G-37(b) and Rule G-37(e).
The SEC's investigation was conducted by members of the Enforcement Division's Municipal Securities and Public Pensions Unit including Senior Enforcement Counsel Louis A. Randazzo and Assistant Director LeeAnn Ghazil Gaunt, and supervised by Unit Chief Elaine C. Greenberg and Deputy Chief Mark Zehner. Richard Harper of the SEC's Boston Regional Office will lead the litigation against Morrison. (Press Rel. 2012-199; 34-67934; File No. 3-15048)
SEC Charges Investment Bank Analyst With Illegally Tipping College Friend About Nonpublic Merger Deals
The Securities and Exchange Commission today charged a former analyst at a Boston-based investment bank with illegally tipping a close friend with confidential information about clients involved in impending mergers and acquisitions.
The SEC alleges that Jauyo "Jason" Lee, who worked in the San Francisco office of Leerink Swann LLC, gleaned sensitive nonpublic information about the deals from unsuspecting co-workers involved with those clients and by reviewing various internal documents about the transactions, which involved medical device companies. Lee tipped his longtime college friend Victor Chen of Sunnyvale, Calif., with the confidential information, and Chen traded heavily on the basis of the nonpublic details that Lee had a duty to protect. Chen made more than $600,000 in illicit profits, which was a 237 percent return on his initial investment. Bank records reveal a pattern of large cash withdrawals by Lee followed by large cash deposits by Chen, who then used the money for the insider trading.
"Lee worked in an industry where safeguarding nonpublic information is essential, yet he exploited his access to confidential merger and acquisition details to give his friend an unfair trading advantage," said Merri Jo Gillette, Director of the SEC's Chicago Regional Office.
According to the SEC's complaint filed in U.S. District Court for the Northern District of California, Lee was first privy to information about Leerink's client Syneron Medical Ltd., which was negotiating an acquisition of Candela Corporation in 2009. He later learned that Leerink's client Somanetics Corporation was in the process of being acquired by Covidien plc. in 2010. As Lee collected nonpublic details about each of the deals, he communicated with Chen repeatedly and exchanged dozens of phone calls and text messages. Some of the calls took place from Lee's office telephone at Leerink. Lee had a duty to preserve the confidentiality of the information that he received in the course of his employment at Leerink.
The SEC alleges that in the days leading up to the public announcements of each of these deals, Chen made sizeable purchases of stock and call options in Candela and Somanetics and made unusual trades in the securities of each of these acquisition targets. Chen had never previously bought securities in these companies, yet he suddenly spent a significant portion of his available cash to buy the Candela and Somanetics securities. Chen proceeded to sell most of his Candela and Somanetics holdings once public announcements were made about the transactions. Because Chen made some of his trades in his sister Jennifer Chen's account, the SEC's complaint also names her as a relief defendant for the purposes of recovering the illegal profits in her account.
The SEC alleges that Lee and Chen violated Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder. The SEC is seeking disgorgement of ill-gotten gains with prejudgment interest, financial penalties, and permanent injunctions against Lee and Chen.
The SEC's investigation was conducted in the Chicago Regional Office by Kara M. Washington and John E. Kustusch and supervised by Peter Chan and Steven L. Klawans. The litigation is being handled by Steven C. Seeger. The SEC thanks the Financial Industry Regulatory Authority's (FINRA) Office of Fraud Detection and Market Intelligence as well as the Options Regulatory Surveillance Authority for their assistance in this matter. (Press Rel. 2012-200; SEC v. Jauyo ("Jason") Lee and Victor Chen, Civil Action No. C12-5031-JSC (N.D. Cal.)] (LR-22497)
In the Matter of Neil M.M. Morrison
The United States Securities and Exchange Commission (Commission) announced the issuance of an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b), 15B(c)(4) and 21C of the Securities Exchange Act of 1934, and Section 9(b) of the Investment Company Act of 1940 and Notice of Hearing (Order) against Neil M.M. Morrison (Morrison) of Taunton, Massachusetts.
The Division of Enforcement (Division) alleges that between November 2008 and October 2010, Morrison conducted a "pay-to-play" scheme resulting in violations of Municipal Securities Rulemaking Board's (MSRB) rules by Morrison. According to the Order, starting in July 2008, Morrison was employed by Goldman, Sachs & Co. (Goldman Sachs), a registered broker-dealer and municipal securities dealer, to solicit municipal underwriting business from, among others, the Massachusetts Treasurer's Office. During the period November 2008 to October 2010, however, Morrison was also substantially engaged in the political campaigns, including the November 2010 Massachusetts gubernatorial campaign, of Timothy P. Cahill (Cahill), the then-Treasurer of Massachusetts. Morrison participated extensively in Cahill's gubernatorial campaign and did so at times from his Goldman Sachs office, during his Goldman Sachs work hours and using Goldman Sachs resources, such as phones, e-mail and office space. According to the Order, Morrison's campaign activities during his Goldman Sachs work hours and use of Goldman Sachs resources constituted valuable undisclosed in-kind campaign contributions to Cahill attributable to Goldman Sachs. In addition, according to the Order, during the same period, Morrison made a secret, undisclosed cash campaign contribution to Cahill in willful violation of MSRB Rule G-37(d). Moreover, according to the Order, Morrison solicited campaign contributions for Cahill when Goldman Sachs was engaged in or seeking to engage in municipal underwriting business with the Treasurer's Office in willful violation of MSRB Rule G-37(c).
According to the Order, within two years of these cash and attributed in-kind campaign contributions, Goldman Sachs engaged in municipal securities business with issuers associated with Cahill as Treasurer of Massachusetts and as a candidate for Governor of Massachusetts. The Division alleges that Goldman Sachs' engagement in municipal securities business with these issuers violated Section 15B(c)(1) of the Exchange Act and MSRB Rule G-37(b), and that Morrison caused Goldman Sachs to violate Rule G-37(b). In addition, the contributions were not disclosed on MSRB Forms G-37, and no records of the contributions were made and kept in violation of MSRB Rules G-37(e), G-8 and G-9. The Division alleges that Morrison caused Goldman Sachs to violate MSRB Rules G-37(e), G-8 and G-9. In addition, according to the Order, Morrison did not disclose the attributed contributions, or campaign work or the conflicts of interest raised by this conduct in the bond offering documents. By failing to disclose the campaign work, cash and in-kind contributions and the resulting conflict of interest to the purchasers of municipal securities, the Division alleges that Morrison willfully violated MSRB Rule G-17, which requires broker-dealers to deal fairly and not engage in any deceptive, dishonest, or unfair practice.
The Order alleges that as a result of the conduct described above, Morrison willfully aided and abetted and caused Goldman Sachs' violations of Section 15B(c)(1) of the Exchange Act, MSRB Rule G-8, MSRB Rule G-9, MSRB Rule G-37(b), and MSRB Rule G-37(e). In addition, the Order alleges that as a result of the conduct described above, Morrison willfully violated MSRB Rules G-17, G-37(c) and G-37(d).
A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Morrison an opportunity to establish any defenses to such allegations, and to determine what, if any, remedial action is appropriate and in the public interest. The Order directs the Administrative Law Judge to 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.
The Commission instituted the action in coordination with a related action filed by the Commonwealth of Massachusetts Attorney General's Office against Goldman Sachs. (Rel. 34-67935; File No. 3-15049)
In the Matter of Matthew Adam Rothman
On September 27, 2012, the United States Securities and Exchange Commission (Commission) issued an Order Instituting Administrative Proceedings Pursuant to Sections 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions (Order) against Matthew Alan Rothman, a former employee of Rubin/Chambers Dunhill Insurance Services, Inc., dba CDR Financial Products, Inc. (CDR), a registered investment adviser with the Commission from 2001 until February 14, 2011, when the Commission cancelled CDR's registration.
Rothman consented to a Commission Order barring him from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization and from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock. This sanction was based upon Rothman's March 11, 2010 guilty plea to a criminal information, filed in United States v. Matthew Adam Rothman, Criminal No. 10-cr-200, that charged him with two counts of conspiracy and one count of wire fraud for engaging in misconduct in connection with the competitive bidding process for municipal reinvestment products. The Commission recognizes Rothman's cooperation in the SEC's investigation as well as investigations conducted by other law enforcement agencies.
The SEC thanks the Antitrust Division of the Department of Justice and the Federal Bureau of Investigation for their cooperation and assistance in this matter. (Rel. 34-67943; IA-3475; File No. 3-15050)
In the Matter of Daniel Moshe Naeh
On September 27, 2012, the United States Securities and Exchange Commission (Commission) issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions (Order) against Daniel Moshe Naeh, a former employee of Rubin/Chambers Dunhill Insurance Services, Inc., dba CDR Financial Products, Inc. (CDR), a registered investment adviser with the Commission from 2001 until February 14, 2011, when the Commission cancelled CDR's registration.
Naeh consented to a Commission Order barring him from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization. This sanction was based upon Naeh's February 23, 2010 guilty plea to a criminal information, filed in United States v. Daniel Moshe Naeh, Criminal No. 10-cr-139, that charged him with two counts of conspiracy and one count of wire fraud for engaging in misconduct in connection with the competitive bidding process for municipal reinvestment products. The Commission recognizes Naeh's cooperation in the SEC's investigation as well as investigations conducted by other law enforcement agencies.
The SEC thanks the Antitrust Division of the Department of Justice and the Federal Bureau of Investigation for their cooperation and assistance in this matter. (Rel. IA-3477; File No. 3-15052)
In the Matter of Zevi Wolmark, Also Known as Stewart Wolmark
On September 27, 2012, the United States Securities and Exchange Commission (Commission) issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions (Order) against Zevi Wolmark, also known as Stewart Wolmark, the former chief financial officer and managing director of Rubin/Chambers Dunhill Insurance Services, Inc., dba CDR Financial Products, Inc. (CDR), a registered investment adviser with the Commission from 2001 until February 14, 2011, when the Commission cancelled CDR's registration.
Wolmark consented to a Commission Order barring him from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization. This sanction was based upon Wolmark's January 9, 2012 guilty plea to three counts of an eight-count superseding indictment, filed in United States v. Rubin/Chambers, Dunhill Insurance Services, Inc., et al., Criminal No. 09-cr-1058 (VM). The counts to which Wolmark pled guilty charged him with two counts of conspiracy and one count of wire fraud for engaging in fraudulent misconduct in connection with the competitive bidding process for municipal reinvestment products.
The SEC thanks the Antitrust Division of the Department of Justice and the Federal Bureau of Investigation for their cooperation and assistance in this matter. (Rel. IA-3478; File No. 3-15053)
In the Matter of Evan Andrew Zarefsky
On September 27, 2012, the United States Securities and Exchange Commission (Commission) issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions (Order) against Evan Andrew Zarefsky, an employee of Rubin/Chambers Dunhill Insurance Services, Inc., dba CDR Financial Products, Inc. (CDR), a registered investment adviser with the Commission from 2001 until February 14, 2011, when the Commission cancelled CDR's registration.
Zarefsky consented to a Commission Order barring him from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization. This sanction was based upon Zarefsky's January 9, 2012 guilty plea to three counts of an eight-count superseding indictment, filed in United States v. Rubin/Chambers, Dunhill Insurance Services, Inc., et al., Criminal No. 09-cr-1058 (VM). The counts to which Zarefsky pled guilty charged him with two counts of conspiracy and one count of wire fraud for engaging in fraudulent misconduct in connection with the competitive bidding process for municipal reinvestment products.
The SEC thanks the Antitrust Division of the Department of Justice and the Federal Bureau of Investigation for their cooperation and assistance in this matter. (Rel. IA-3479; File No. 3-15054)
SEC Charges Company and Its Two Principals and Attorney in Stock Manipulation Scheme
The Securities and Exchange Commission filed an enforcement action on September 27, 2012, in federal court in New York charging 8000, Inc., Jonathan E. Bryant, Thomas J. Kelly, and Carl N. Duncan, Esq. for their roles in a scheme to manipulate 8000, Inc.'s stock price. The complaint charges the defendants misrepresented 8000, Inc.'s financial condition to investors while simultaneously selling, or facilitating the sale of, the company's securities in violation of the antifraud and securities registration provisions of the federal securities laws. According to the complaint, the defendants' scheme increased the volume of trading in 8000, Inc., by 93% and the company's stock price from less than $0.01 per share to $0.42 per share between November 2009 and October 2010.
Securities of 8000, Inc., a Virginia-based company, were quoted on OTC Pink operated by OTC Markets Group LLC (OTC Markets). The complaint alleges that Bryant and Kelly disseminated financial reports and press releases falsely representing that 8000, Inc. had millions of dollars in capital financing and revenues when, in fact, the company had neither. The complaint further alleges that, as they drove 8000, Inc.'s stock price higher with the false information, Bryant, of Hole Town, Barbados, sold 56.8 million shares of 8000, Inc. into the market, reaping substantial profits. The shares that Bryant sold were allegedly "restricted" shares that he should not have sold into the market at that time. Kelly, of Levittown, Pennsylvania, allegedly profited from the scheme by buying and selling the company's securities in the secondary market.
The Commission's complaint charges that Duncan, who served as securities counsel to 8000, Inc., participated in the scheme by providing false legal opinions to the company's transfer agent that improperly removed the restrictions on Bryant's shares and enabled Bryant to unlawfully sell the restricted shares into the market. According to the complaint, Duncan also provided false legal opinions to OTC Markets that ensured that 8000, Inc.'s common stock would continue to be quoted on OTC Pink. Duncan, of Bethesda, Maryland, received one million shares of 8000, Inc. from Bryant, but was impeded from selling those shares after the Commission issued an order on November 4, 2010, suspending trading in the securities of 8000, Inc.
The Commission alleges that 8000, Inc. violated Section 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder, and that Kelly and Bryant violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) and that they aided and abetted the violations of Section 17(a) and Section 10(b) of the Exchange and Rule 10b-5 by 8000, Inc. The Commission also alleges Bryant is liable for 8000, Inc.'s violations of Section 10(b) and Rule 10b-5 as the company's control person and that Bryant violated Sections 5(a) and 5(c) of the Securities Act. The Commission is seeking permanent injunctions, disgorgement plus prejudgment interest, and civil penalties against 8000, Inc., Bryant and Kelly, and against Bryant and Kelly penny stock bars.
Duncan, who has agreed to settle the matter subject to Court approval, without admitting or denying the allegations in the Commission's complaint, consented to the entry of a final judgment that would permanently enjoin him from violating Sections 5(a), 5(c), and 17(a)(2) of the Securities Act and from preparing or issuing any opinion letter in connection with the offer or sale of securities pursuant to, or claiming an exemption under, Section 4(1) of the Securities Act and Rules 144 and 802 under the Securities Act, including without limitation, signing an opinion letter or preparing an opinion letter to be signed by another person, related to such offering. The final judgment would also permanently bar Duncan from participating in the offering of any penny stock and order him to disgorge the $15,570 in legal fees that he received from Bryant and to pay $524.98 in prejudgment interest and a $25,000 civil penalty. Duncan, in a related administrative proceeding to be instituted by the Commission, has also agreed to be permanently suspended from appearing or practicing before the Commission as an attorney.
The Commission acknowledges the assistance of the Financial Industry Regulatory Authority (FINRA) and the Derbyshire, U.K. Police in this matter. [SEC v. 8000, Inc., Jonathan E. Bryant, Thomas J. Kelly, and Carl N. Duncan, Esq., Civil Action No. 12-CV-7261 (S.D.N.Y.)] (LR-22495)
SEC Brings Charges in $42 Million Offering Fraud Targeting Seniors
The Securities and Exchange Commission today announced charges against Bradley A. Holcom, of Welches, Oregon, and Jose L. Pinedo, of San Diego, California, in connection with a fraudulent scheme that sold $42 million of promissory notes to more than 150 investors located across the United States, many of whom are senior citizens.
According to the complaint against Holcom, he lured investors by offering them guaranteed monthly interest payments on purportedly safe deals. He promised that their funds would be used to finance the development of specific pieces of real estate, and that each investment would be fully secured. In reality, the investments were unsecured, and the same piece of underlying property was often pledged as purported collateral on numerous investors' promissory notes.
In addition to his misrepresentations, the complaint alleges that Holcom was also running a classic Ponzi scheme. While Holcom used some of the investors' money to develop real estate, he also relied on those funds to make interest and principal payments on promissory notes as they came due. Holcom also used investor funds for personal use and on unrelated business ventures. By 2008, as the real estate market declined, Holcom's scheme collapsed. Investors lost principal in excess of $25 million.
The Commission also alleges that Pinedo, who served as Holcom's bookkeeper and as an officer or manager of Holcom's numerous corporate entities, routinely signed promissory notes and other false and misleading documents that were sent to investors.
The Commission alleges that Holcom violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (Securities Act), Sections 10(b) and 15(a) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. The Commission is seeking a permanent injunction, disgorgement plus pre- and post-judgment interest, and civil penalties against Holcom. Without admitting or denying the allegations in the Commission's complaint against him, Pinedo has agreed to settle the matter, and consented to a final judgment enjoining him from violations of Sections 5(a), 5(c), 17(a)(2) and 17(a)(3) of the Securities Act. [SEC v. Bradley A. Holcom, Civ. No. 3:12-cv-01623 (S.D. Cal.).]; [SEC v. Jose L. Pinedo, Civ. No. 3:12-cv-01620 (S.D. Cal.) (LR-22496)
Court Enters Final Judgments by Consent Against SEC Defendants Shay Keren and Lawrence Steven Cohen
The Securities and Exchange Commission announced that on March 13, 2012, the Honorable Kimba M. Wood, United States District Court Judge for the Southern District of New York, entered final judgments by consent against Defendants Shay Keren and Lawrence Steven Cohen. The final judgments permanently enjoin Keren and Cohen from future violations of Sections 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The final judgments also bar Keren and Cohen from participating in an offering of penny stock for a period of five years.
On September 18, 2008, the SEC filed its complaint against Glenn Grossman, Lawrence Steven Cohen, Shay Keren, and John Zanic (collectively, the "Defendants") alleging that from at least April 2008, the Defendants engaged in a fraudulent broker bribery scheme designed to manipulate the market for the common stock of Guyana Gold, Corp. The complaint alleges that the Defendants engaged in an undisclosed kickback arrangement with an individual who claimed to represent a group of registered representatives with trading discretion over the accounts of wealthy customers.
For further information, please see Litigation Release Number 20776 (October 8, 2008) [SEC Charges Four Stock Promoters with Market Manipulation] and Litigation Release Number 22184 (December 9, 2011) [Court Enters Final Judgment by Consent Against SEC Defendant Glenn Grossman]
The SEC acknowledges the assistance of the United States Attorney's Office for the Southern District of New York and the Federal Bureau of Investigation in this matter. [SEC v. Glenn Grossman, Lawrence Steven Cohen, Shay Keren, and John Zanic, Civil Action No. 08-cv-8078 (KMW) (SDNY)] (LR-22498)
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 National Bank Holdings Corp, 5570 DTC PARKWAY, GREENWOOD VILLAGE, CO, 80111, 720-529-3336 - 0 ($86,083,152.00) Equity, (File 333-184097 - Sep. 26) (BR. 07) S-1 ZYROX MINING INTERNATIONAL INC, 1800 NE 114 STREET, SUITE 609, MIAMI, FL, 33181, 305 607 9518 - 50,000,000 ($12,500,000.00) Equity, (File 333-184100 - Sep. 26) (BR. 06) S-8 ADVANTEST CORP, SHIN-MARUNOUCHI CENTER BUILDING, 1-6-2 MARUNOUCHI,, CHIYODA-KU, TOKYO 100-0005, M0, 00000, 81-3-3214-7500 - 0 ($9,132,000.00) Equity, (File 333-184101 - Sep. 26) (BR. 10A) S-3ASR iShares Silver Trust, 400 HOWARD STREET, SAN FRANCISCO, CA, 94105, 415-670-2000 - 75,000,000 ($2,511,750,000.00) Equity, (File 333-184107 - Sep. 26) (BR. 08B) S-8 BROOKFIELD ASSET MANAGEMENT INC., BROOKFIELD PLACE, 181 BAY ST, STE 300, PO BOX 762, TORONTO, A6, A6 M5J2T3, 416-363-9491 - 15,000,000 ($524,700,000.00) Equity, (File 333-184108 - Sep. 26) (BR. 08B) S-8 ASHLAND INC., 50 EAST RIVERCENTER BLVD., 16TH FLOOR, COVINGTON, KY, 41012, 859-815-3483 - 150,000 ($11,086,500.00) Equity, (File 333-184109 - Sep. 26) (BR. 06C) S-1 SAVVY BUSINESS SUPPORT INC, 214 BROAD STREET, RED BANK, NJ, 07701, 732 530 9007 - 900,000,000 ($1,031.40) Equity, (File 333-184110 - Sep. 26) (BR. 11A) S-8 SPECTRANETICS CORP, 9965 FEDERAL DRIVE, COLORADO SPRINGS, CO, 80921, 7196338333 - 400,000 ($5,500,000.00) Equity, (File 333-184112 - Sep. 26) (BR. 10B) S-8 SPECTRANETICS CORP, 9965 FEDERAL DRIVE, COLORADO SPRINGS, CO, 80921, 7196338333 - 2,074,512 ($28,524,540.00) Equity, (File 333-184113 - Sep. 26) (BR. 10B) S-3 FIDELITY SOUTHERN CORP, 3490 PIEDMONT RD, STE 1550, ATLANTA, GA, 30305, 4043715500 - 0 ($70,000,000.00) Other, (File 333-184114 - Sep. 26) (BR. 07C) S-4 WYNN LAS VEGAS LLC, 3131 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NV, 89109, 7027707555 - 0 ($900,000,000.00) Debt, (File 333-184115 - Sep. 26) (BR. 08B) S-1 ESSENTIAL INNOVATIONS TECHNOLOGY CORP, 142-114 W MAGNOLIA STREET SUITE 400, BELLINGHAM, WA, 98225, 360-392-3902 - 7,500,000 ($1,500,000.00) Equity, (File 333-184116 - Sep. 26) (BR. 02C) S-8 ACADIA REALTY TRUST, 1311 MAMARONECK AVENUE, SUITE 260, WHITE PLAINS, NY, 10605, 914-288-8100 - 1,933,924 ($49,024,973.40) Equity, (File 333-184117 - Sep. 26) (BR. 08B) S-4 J2 GLOBAL, INC., 6922 HOLLYWOOD BLVD, LEGAL DEPT - 5TH FLOOR, LOS ANGELES, CA, 90028, 3238609200 - 0 ($250,000,000.00) Debt, (File 333-184119 - Sep. 26) (BR. 11A)
RECENT 8K FILINGS
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 CODE 8K ITEM NO. DATE COMMENT
ACACIA RESEARCH CORP DE 8.01 09/18/12 ACACIA RESEARCH CORP DE 8.01 09/18/12 ACACIA RESEARCH CORP DE 8.01 09/18/12 ACTIVECARE, INC. DE 4.01,9.01 09/25/12 ACURA PHARMACEUTICALS, INC NY 1.01,8.01,9.01 09/26/12 ADCARE HEALTH SYSTEMS INC OH 1.01,1.02,2.03 09/20/12 Affinion Group Holdings, Inc. DE 5.02,7.01,9.01 09/20/12 AIR LEASE CORP DE 1.01,2.03,8.01,9.01 09/21/12 ALASKA AIR GROUP, INC. DE 8.01,9.01 09/26/12 ALNYLAM PHARMACEUTICALS, INC. 8.01 09/25/12 AMERICAN ELECTRIC POWER CO INC NY 5.02,5.03,9.01 09/25/12 AMERICAN ELECTRIC POWER CO INC NY 5.02 07/24/12 AMEND AMERICAN GREETINGS CORP OH 1.01,7.01,9.01 09/21/12 AmeriCredit Automobile Receivables Tr 1.01,9.01 09/20/12 Argo Group International Holdings, Lt 1.01,2.03,9.01 09/25/12 Arlington Asset Investment Corp. VA 1.01,9.01 09/21/12 ASHFORD HOSPITALITY TRUST INC MD 1.01,2.03,7.01,9.01 09/26/12 Asia Green Agriculture Corp NV 5.02 09/21/12 ASURE SOFTWARE INC DE 9.01 07/01/12 AMEND ATP OIL & GAS CORP TX 1.01,7.01,9.01 09/20/12 AV Homes, Inc. DE 5.02 09/21/12 BANCTRUST FINANCIAL GROUP INC AL 5.07 09/26/12 BANK OF KENTUCKY FINANCIAL CORP KY 8.01 09/26/12 BEAZER HOMES USA INC DE 1.01,1.02,2.03,9.01 09/24/12 BERKSHIRE HILLS BANCORP INC 1.01,2.03,3.02,7.01, 09/20/12 9.01 Black Elk Energy Offshore Operations, TX 5.02 09/25/12 Black Ridge Oil & Gas, Inc. DE 7.01,9.01 09/26/12 BLYTH INC DE 8.01 09/26/12 C H ROBINSON WORLDWIDE INC DE 5.02,9.01 09/24/12 Cal Dive International, Inc. DE 5.02 09/20/12 CAPELLA EDUCATION CO 5.02 09/20/12 Capella Healthcare, Inc. DE 8.01,9.01 09/26/12 CAPSTEAD MORTGAGE CORP MD 5.02,7.01,9.01 09/25/12 CATALYST PHARMACEUTICAL PARTNERS, INC DE 8.01,9.01 09/26/12 CEPHEID CA 2.02,9.01 09/26/12 Chemtura CORP DE 1.01,9.01 09/26/12 China Advanced Construction Materials DE 2.02,7.01,9.01 09/26/12 China Energy CORP 5.02,5.03,9.01 09/21/12 CHINA HGS REAL ESTATE INC. F4 5.07 09/25/12 CHURCH & DWIGHT CO INC /DE/ DE 2.03,9.01 09/26/12 CNH CAPITAL RECEIVABLES LLC DE 1.01,9.01 09/26/12 COLE KENNETH PRODUCTIONS INC NY 3.01,3.03,5.01,5.02, 09/24/12 5.03,5.07,9.01 COLORADO GOLDFIELDS INC. NV 5.02,9.01 09/21/12 COLUMBIA BANKING SYSTEM INC WA 7.01,8.01,9.01 09/25/12 COMTECH TELECOMMUNICATIONS CORP /DE/ DE 2.02,7.01,9.01 07/31/12 CONAGRA FOODS INC /DE/ DE 5.07,8.01 09/21/12 COPART INC CA 2.02,9.01 09/25/12 Crexendo, Inc. DE 5.07 05/14/12 CrowdGather, Inc. NV 5.02,7.01,9.01 09/24/12 DEAN FOODS CO DE 5.02 09/23/12 Dehaier Medical Systems Ltd 8.01,9.01 09/21/12 DEL TORO SILVER CORP. NV 1.01,3.02,9.01 09/21/12 DELTEK, INC DE 8.01,9.01 09/26/12 DIGITAL ALLY INC 8.01 09/25/12 Digital Realty Trust, Inc. 9.01 07/11/12 AMEND DOLLAR THRIFTY AUTOMOTIVE GROUP INC DE 8.01,9.01 09/24/12 Dr Pepper Snapple Group, Inc. DE 1.01,1.02,2.03,9.01 09/25/12 DXP ENTERPRISES INC TX 9.01 09/26/12 AMEND E-Debit Global Corp. CO 3.02 09/21/12 EAGLE MATERIALS INC DE 1.01,2.03,7.01,9.01 09/26/12 EAGLE MATERIALS INC DE 8.01,9.01 09/26/12 EMISPHERE TECHNOLOGIES INC DE 2.04,9.01 09/26/12 Emrise CORP DE 8.01,9.01 09/26/12 EVERFLOW EASTERN PARTNERS LP DE 2.01 09/20/12 ExlService Holdings, Inc. DE 5.02,8.01 09/25/12 Federal Home Loan Bank of Chicago X1 5.02 09/24/12 Federal Home Loan Bank of Seattle 5.02 05/09/12 FEDERAL HOME LOAN MORTGAGE CORP 7.01,9.01 09/26/12 FIRST FINANCIAL SERVICE CORP KY 1.01,9.01 09/19/12 Forbes Energy Services Ltd. D0 7.01 09/25/12 FORTINET INC 5.01 09/25/12 Fresh Traffic Group Inc. NV 2.01,3.02,5.01,9.01 08/28/12 Gas Natural Inc. OH 1.01,2.03,9.01 09/20/12 GELTOLOGY INC DE 1.01,2.01,3.02,4.01, 07/11/12 AMEND 5.01,5.02,5.06,8.01, 9.01 GENERAL MILLS INC DE 5.07 09/24/12 GoldLand Holdings Corp. DE 5.07 09/26/12 GRANT PARK FUTURES FUND LIMITED PARTN IL 7.01,9.01 09/21/12 GRYPHON GOLD CORP NV 7.01,9.01 09/25/12 Guardian 8 Holdings NV 5.02 09/24/12 GULFMARK OFFSHORE INC DE 1.01,1.02,2.03,9.01 09/21/12 GYSAN HOLDINGS, INC. NV 8.01 09/26/12 HORMEL FOODS CORP /DE/ DE 5.02,9.01 09/24/12 ICAD INC DE 1.01,5.02,9.01 09/25/12 IKANOS COMMUNICATIONS CA 8.01,9.01 09/26/12 INLAND REAL ESTATE CORP MD 5.03,9.01 09/26/12 INPHI Corp DE 5.07 09/19/12 INTEST CORP DE 8.01 09/25/12 INUVO, INC. NV 7.01,9.01 09/24/12 Iowa Renewable Energy, LLC IA 5.07 09/24/12 KATY INDUSTRIES INC DE 1.01,9.01 09/26/12 KBS Strategic Opportunity REIT, Inc. MD 2.01,9.01 07/31/12 AMEND KV PHARMACEUTICAL CO /DE/ DE 7.01,9.01 09/21/12 LaPorte Bancorp, Inc. X1 5.07,8.01,9.01 09/26/12 LaPorte Bancorp, Inc. MD 8.01,9.01 09/26/12 Latitude Solutions, Inc. NV 3.01 09/26/12 Leatt Corp NV 5.03,9.01 09/26/12 LEGGETT & PLATT INC MO 5.02 09/25/12 LESCARDEN INC NY 3.02,9.01 09/24/12 LIFE PARTNERS HOLDINGS INC TX 8.01,9.01 09/25/12 LML PAYMENT SYSTEMS INC A1 1.01,9.01 09/25/12 LOCAL Corp DE 7.01,9.01 09/26/12 MCCORMICK & CO INC MD 5.02,9.01 09/24/12 MERITOR INC IN 1.01 09/24/12 MILLER ENERGY RESOURCES, INC. TN 1.01,9.01 09/25/12 MISSION COMMUNITY BANCORP CA 8.01,9.01 09/25/12 Motors Liquidation Co DE 8.01 09/25/12 MVP REIT, Inc. MD 8.01 09/26/12 NAPCO SECURITY TECHNOLOGIES, INC DE 2.02,9.01 09/19/12 Naugatuck Valley Financial Corp 5.02,8.01,9.01 09/25/12 NEOGEN CORP MI 2.02,9.01 09/25/12 NEWS CORP 8.01,9.01 09/26/12 Nexxus Lighting, Inc. DE 1.01,1.02,3.02,3.03, 09/21/12 5.01,5.02,5.03,8.01, 9.01 NIKE INC OR 5.02,5.07,9.01 09/20/12 NORTHEAST COMMUNITY BANCORP INC X1 5.02,5.03,9.01 09/20/12 NORTHWEST BIOTHERAPEUTICS INC DE 5.03,8.01,9.01 09/24/12 NUPATHE INC. DE 1.01,3.02,7.01,9.01 09/25/12 NUPATHE INC. DE 1.01,9.01 09/25/12 NYTEX Energy Holdings, Inc. DE 8.01,9.01 09/26/12 OMNOVA SOLUTIONS INC OH 2.02,9.01 09/26/12 OSL HOLDINGS INC. 1.01,2.03,3.02 09/20/12 PAID INC DE 5.02 09/19/12 PALADIN REALTY INCOME PROPERTIES INC MD 8.01 09/25/12 PENSON WORLDWIDE INC DE 8.01,9.01 09/26/12 PEREGRINE PHARMACEUTICALS INC DE 2.04,8.01,9.01 09/24/12 PG&E Corp CA 8.01 09/26/12 PHOENIX COMPANIES INC/DE DE 8.01,9.01 09/20/12 PIER 1 IMPORTS INC/DE DE 7.01,9.01 09/26/12 PINNACLE AIRLINES CORP DE 7.01,9.01 09/25/12 PLX TECHNOLOGY INC DE 2.01,9.01 09/20/12 PROGRESS SOFTWARE CORP /MA MA 2.02,9.01 09/26/12 RADIANT LOGISTICS, INC DE 2.02,9.01 09/26/12 RADIOSHACK CORP DE 5.02,9.01 09/25/12 REX ENERGY CORP DE 7.01,9.01 09/26/12 RIVIERA HOLDINGS CORP NV 5.02 09/24/12 ROCKWELL COLLINS INC DE 5.02,5.03,9.01 09/20/12 ROWAN COMPANIES PLC X0 7.01,9.01 09/26/12 Ryerson Holding Corp DE 7.01,8.01,9.01 09/25/12 RYERSON INC. DE 7.01,8.01,9.01 09/25/12 SAVVY BUSINESS SUPPORT INC NV 3.02,9.01 09/25/12 SBA COMMUNICATIONS CORP FL 1.01,2.03,8.01,9.01 09/20/12 Sequoia Mortgage Trust 2012-4 8.01,9.01 09/01/12 Sierra Income Corp MD 8.01,9.01 09/20/12 SIGMA LABS, INC. NV 5.02,5.07 09/20/12 Silver Falcon Mining, Inc. DE 5.07 09/26/12 SIMON PROPERTY GROUP INC /DE/ DE 8.01,9.01 09/25/12 SINCLAIR BROADCAST GROUP INC MD 1.01,2.03,9.01 09/20/12 SMITH A O CORP DE 7.01,9.01 09/26/12 SPECTRUM GROUP INTERNATIONAL, INC. DE 1.01,2.01,3.02,5.01, 09/25/12 5.02,8.01,9.01 STAGE STORES INC NV 5.02,9.01 09/20/12 STANADYNE CORP DE 5.02 09/21/12 STANDARD PARKING CORP DE 1.01,5.02,9.01 09/25/12 STEC, INC. CA 4.01,9.01 09/25/12 STEWART ENTERPRISES INC LA 8.01,9.01 09/25/12 STREAMLINE HEALTH SOLUTIONS INC. DE 7.01,9.01 09/26/12 Sugarmade, Inc. DE 1.01,3.02,9.01 09/26/12 Summit Hotel Properties, Inc. MD 1.01,7.01,9.01 09/26/12 TAYLOR CAPITAL GROUP INC DE 8.01 09/25/12 TEL INSTRUMENT ELECTRONICS CORP NJ 3.02,9.01 09/26/12 THERAVANCE INC DE 8.01,9.01 09/26/12 Titanium Asset Management Corp DE 5.02 09/20/12 Toyota Auto Receivables 2012-B Owner DE 8.01,9.01 09/13/12 Toyota Auto Receivables 2012-B Owner DE 1.01,9.01 09/13/12 TRANSCAT INC OH 1.01,1.02,2.03 09/20/12 UNI CORE HOLDINGS CORP WY 5.03,9.01 09/26/12 UNIGENE LABORATORIES INC DE 1.01,2.03,3.02,3.03, 09/21/12 5.01,5.02,8.01,9.01 UNIVERSAL HEALTH SERVICES INC DE 1.01,2.03,8.01,9.01 09/21/12 URANIUM RESOURCES INC /DE/ DE 5.02,8.01,9.01 09/20/12 URS CORP /NEW/ DE 1.01,2.03,9.01 09/24/12 VALENCE TECHNOLOGY INC DE 7.01,9.01 09/20/12 VERIFONE SYSTEMS, INC. DE 5.02,9.01 09/26/12 Vertex Energy Inc. NV 2.02,7.01,9.01 09/24/12 VISTA GOLD CORP B0 7.01,9.01 09/25/12 Voyager Oil & Gas, Inc. MT 1.01,7.01,9.01 09/24/12 VR Holdings, Inc. DE 1.01,1.02,5.02,8.01, 09/26/12 9.01 Vringo Inc DE 8.01,9.01 09/25/12 WAYNE SAVINGS BANCSHARES INC /DE/ DE 8.01,9.01 09/25/12 WELLS FARGO & COMPANY/MN DE 9.01 09/26/12 WEST COAST BANCORP /NEW/OR/ OR 7.01,8.01,9.01 09/25/12 WILEY JOHN & SONS, INC. NY 8.01 09/26/12 WINECOM INC. 1.01,2.01,3.02,4.01, 09/24/12 5.01,5.03,5.06,9.01 Wright Express CORP 5.02,8.01,9.01 09/25/12 WSI INDUSTRIES, INC. MN 8.01,9.01 09/25/12 XPO Logistics, Inc. 1.01,2.03,8.01,9.01 09/26/12 YAHOO INC DE 5.02,9.01 09/21/12 ZIONS BANCORPORATION /UT/ UT 7.01,9.01 09/26/12