SEC Adopts New Rule Establishing Credit Quality Standard to Replace Credit Rating Reference in Investment Company Act Exemption for Business and Industrial Development Companies
The Securities and Exchange Commission today adopted a new rule under the Investment Company Act of 1940 that establishes a credit quality standard in place of a credit rating reference in that Act, as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act. New rule 6a-5 under the Investment Company Act establishes a credit quality standard for debt securities issued by investment companies and private funds that business and industrial development companies relying on an exemption from regulation under section 6(a)(5) of the Investment Company Act may purchase. The rule will become effective 30 days after the date of publication in the Federal Register. The full text of the release adopting the rule is available on the SEC website. (Rel. IC-30268; File No. S7-07-11)
SEC Charges Ring of High School Buddies with Insider Trading in Health Care Stocks
The Securities and Exchange Commission today charged three health care company employees and four others in a New Jersey-based insider trading ring of various high school friends generating $1.7 million in illegal profits and kickbacks by trading in advance of 11 public announcements involving mergers, a drug approval application, and quarterly earnings of pharmaceutical companies and medical technology firms.
The SEC alleges that Celgene Corporation’s director of financial reporting John Lazorchak, Sanofi S.A.’s director of accounting and reporting Mark S. Cupo, and Stryker Corporation’s marketing employee Mark D. Foldy each illegally tipped confidential information about their companies for the purpose of insider trading. Typically the nonpublic information involved upcoming mergers or acquisitions, but Lazorchak also tipped confidential details about Celgene’s quarterly earnings and the status of a Celgene application to expand the use of its drug Revlimid. The trading was carefully orchestrated so there was usually someone acting solely as a non-trading middleman who received the nonpublic information from the insider and tipped others. They hoped to avoid detection with no direct connection between the insiders and the traders, and the insiders were later compensated for the inside information with cash payments made in installments to avoid any scrutiny of large cash withdrawals.
The SEC alleges that Cupo’s friend Michael Castelli along with Lawrence Grum, who attended high school with Castelli, were the primary traders in the scheme. Among the ways that Castelli and Grum tried to hide their illegal conduct was by compiling binders of research to serve as a false basis for their trading. They actively traded in Celgene securities to create a pattern of long-standing positions in the stock. Grum reassured Cupo that discovery of the scheme and consequent legal action was unlikely due to limited government resources to police insider trading activity. Grum said, “At the end of the day, the SEC’s got to pick their battle because they have a limited number of people and a huge number of investors to go after.”
Daniel M. Hawke, Chief of the SEC Enforcement Division’s Market Abuse Unit and Director of the Philadelphia Regional Office, said, “This is yet another case where wrongdoers believed they could outsmart investigators by creating an elaborate smokescreen to hide their insider trading. Such tactics as using middlemen to pass inside information and compiling research to falsely justify illegal trades will not prevent lawbreakers from getting caught.”
The other two traders charged are Lazorchak’s high school friends Michael T. Pendolino and James N. Deprado, who now live in New Hampshire and Virginia respectively. The others live in New Jersey. In a parallel criminal action, the U.S. Attorney’s Office for the District of New Jersey today announced criminal charges against Lazorchak, Cupo, Foldy, Castelli, Grum, and Pendolino.
According to the SEC’s complaint filed in U.S. District Court for the District of New Jersey, the scheme began in late 2007 when Lazorchak and Cupo, who were friends and colleagues at Sanofi, discussed Lazorchak’s new position at Celgene where he’d have access to nonpublic information about mergers and acquisitions. Lazorchak told Cupo that he was initially working on Celgene’s possible acquisition of another pharmaceutical company, Pharmion. Cupo discussed Lazorchak’s position with Castelli, a friend with whom he attends winemaking club meetings. Castelli brought in Grum, who he considered a sophisticated trader with knowledge of the securities industry. Castelli and Grum devised the scheme in which Lazorchak tipped Cupo with nonpublic Celgene-related information. Cupo, as the middleman, tipped Castelli and Grum so they could illegally trade. Castelli and Grum paid Cupo for his tips, and gave Cupo money to pass along to Lazorchak for the initial tips. Lazorchak never knew the identities of Castelli or Grum, but was aware that Cupo was passing confidential Celgene information to other traders.
The SEC alleges that Lazorchak’s high school friend Foldy entered the scheme in 2007, when Lazorchak tipped him with confidential details about the impending merger between Celgene and Pharmion, and Foldy illegally traded on the information prior to the public announcement of the deal. Lazorchak and Foldy devised and used code phrases while conversing to identify instances when Lazorchak was passing inside information or Foldy was seeking more details. After the illegal trading occurred and Foldy obtained illicit profits of $14,500, Lazorchak repeatedly demanded that Foldy compensate him for the inside information. Foldy ultimately paid Lazorchak at least $500 and later returned the favor with illegal tips of confidential information about a tender offer involving his employer, Stryker Corp. Lazorchak acted as a middleman and did not trade, instead tipping Pendolino so he could trade on the nonpublic information. Pendolino in turn tipped Deprado, who also traded. Lazorchak additionally tipped Cupo, who did not trade but acted as a middleman and tipped Castelli and Grum, who both traded.
The SEC alleges that Cupo began tipping inside information about his employer in late 2009, when he learned that Sanofi was planning to announce a tender offer to acquire another pharmaceutical company, Chattem Inc. Cupo learned of the imminent tender offer a few days prior to the public announcement, he tipped Castelli and Grum with the confidential details, and they both traded on the nonpublic information.
The SEC alleges that each of the defendants violated Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder and that Castelli and Grum violated Section 17(a) of the Securities Act of 1933. The SEC is seeking permanent injunctions, disgorgement of ill-gotten gains with prejudgment interest, financial penalties, and officer and director bars for Lazorchak, Cupo, and Foldy.
The SEC’s investigation, which is continuing, has been conducted by Colleen K. Lynch, David W. Snyder and John S. Rymas, who are members of the Market Abuse Unit in the SEC’s Philadelphia office. G. Jeffrey Boujoukos and Catherine E. Pappas are handling the litigation.
The SEC brought this enforcement action in coordination with the U.S. Attorney’s Office for the District of New Jersey. The SEC also appreciates the assistance of the Federal Bureau of Investigation, the Financial Industry Regulatory Authority, and the Options Regulatory Surveillance Authority. (Press Rel. 2012-234); [SEC v. John Lazorchak, et al., Case No. 2:12-cv-07164-KSH-PS (D. N.J.)] (LR-22535)
Securities and Exchange Commission Orders Hearing on Registration Suspension or Revocation Against Eight Public Companies for Failure to Make Required Periodic Filings
Today the Commission instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registrations of each class of the securities of eight companies for failure to make required periodic filings with the Commission:
In this Order, the Division of Enforcement (Division) alleges that the eight 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 Administrative Law 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 Administrative Law 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. 34-68256; File No. 3-15099)
In the Matter of Wilfred R. Blum
An Administrative Law Judge issued an Order Making Findings and Imposing Remedial Sanctions by Default (Default Order) in Wilfred R. Blum, Admin. Proc. File No. 3-14961. The Corrected Order Instituting Proceedings (OIP) alleged that a judgment was entered against Wilfred R. Blum and Alexander Lindale, LLC, permanently enjoining them from violating Sections 5(a) and 5(c) of the Securities Act of 1933 (Securities Act) and Section 15(a) of the Securities Exchange Act of 1934 (Exchange Act); ordering them to pay $3,291,352 in disgorgement and $557,218.33 in prejudgment interest; and barring them from participating in an offering of penny stock under Section 20(g) of the Securities Act and Section 21(d)(6) of the Exchange Act, in SEC v. Copper King Mining Corp., No. 2:11-CV-00526 (D. Utah June 28, 2012).
The Default Order finds the allegations of the OIP to be true and concludes that, pursuant to Section 15(b) of the Exchange Act, it is in the public interest to bar Respondents from association with a broker, dealer, investment adviser, municipal securities dealer, or transfer agent, or from participating in an offering of penny stock. The Default Order further concludes that, pursuant to Section 9(b) of the Investment Company Act of 1940, it is in the public interest to unconditionally and permanently prohibit Respondents from serving or acting as an employee, officer, director, member of an advisory board, investment adviser or depositor of, or principal underwriter for, a registered investment company or affiliated person of such investment adviser, depositor, or principal underwriter. (Rel. 34-68258; IC-30269; File No. 3-14961)
In the Matter of Charles C. Slowey, Jr.
The United States Securities and Exchange Commission (Commission) announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (Order) against Charles C. Slowey, Jr. (Slowey). The Order finds that from May 27, 2003 through February 4, 2006, Slowey was a registered representative at Advanced Planning Securities, Inc., a registered broker-dealer, from at least June 1, 2004 until December 31, 2008. The Order further finds that on October 22, 2012, a final judgment was entered by consent against Slowey, permanently enjoining him from violating the antifraud and registration provisions of the federal securities laws in the civil action entitled SEC v. Charles C. Slowey, Jr., et al., Civil Action Number 09 Civ. 4547 (LDW) (ETB), in the United States District Court for the Eastern District of New York.
The Order further finds that the Commission’s Complaint in that action alleges that Slowey made materially misleading statements to investors in real estate investment funds managed by him and misappropriated funds from these investors. The Complaint also alleges that, from approximately March 2004 through August 2006, Slowey offered and sold securities for which there was no registration statement in effect and for which no exemption from the registration requirements applied.
Based on the above, the Order bars Slowey 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. Slowey consented to the issuance of the Order without admitting or denying any of the findings in the Order, except he admitted the entry of the injunction. (Rel. 34-68259; File No. 3-15100)
SEC Charges New York-Based Fraudster Who Spent Investor Funds on Drugs and Gambling
The Securities and Exchange Commission today charged a purported investment adviser in New York with defrauding investors who he convinced to invest in his start-up businesses while in reality he was spending their money on illegal drugs and gambling.
The SEC alleges that Stephen A. Colangelo, Jr. repeatedly misled investors while raising $3 million in investments for four start-up companies that he created. He also persuaded three other investors to let him act as their investment adviser and they gave him more than $1 million to invest in the markets on their behalf. Colangelo boasted a phony professional and educational background and hid his past criminal activities from potential investors, and he falsely claimed to have historically achieved extremely high returns buying and selling securities. Meanwhile, Colangelo siphoned off at least $1 million in investor funds to pay such unauthorized personal expenses as his federal income taxes, illegal narcotics, gambling, cigars, and travel for him and his family.
In a parallel action, the U.S. Attorney’s Office for the Southern District of New York today announced criminal charges against Colangelo.
“Colangelo used blatantly false claims of investment success to lure investors to pour a substantial portion of their life savings into his numerous business and investment schemes,” said Andrew M. Calamari, Director of the SEC’s New York Regional Office. “In reality they were footing the bill for his illegal activities, luxury vacations, and even his income taxes.”
According to the SEC’s complaint filed in the U.S. District Court for the Southern District of New York, Colangelo’s fraudulent scheme began in 2009 when he induced investors to invest more than $750,000 in the Brickell Fund LLC, a pooled investment vehicle that he created, advised, and controlled. In March 2009 when the Brickell Fund did not have any investors and Colangelo was not buying and selling securities on behalf of the fund, he sent numerous e-mails to potential investors boasting phony information. For instance, one e-mail claimed, “BEST TRADING DAY OF MY LIFE!!!!!!!. . . . Up over 400% and documented. Mind boggling to say the least.” In reality, Colangelo did not make any trades that day.
The SEC alleges that after spending or losing all of the money invested in the Brickell Fund, Colangelo continued to fraudulently raise funds from investors for three other startup businesses he created – Hedge Community LLC, Start a Hedge Fund LLC, and Under the Radar SEO LLC. Some individuals provided Colangelo with funds directly to invest on their behalf. Colangelo continued to use investor funds for a variety of purposes that weren’t disclosed to investors, namely personal expenses and unrelated business expenses.
According to the SEC’s complaint, Colangelo created a profile on the LinkedIn website used for professional networking and misrepresented that he had studied finance at Nyack College from 1986 to 1989. Colangelo provided a link to his profile to potential and existing investors in one of his start-up companies. His representations to investors were false because he never attended Nyack College and has not graduated from high school.
The SEC’s complaint charges Colangelo with violations of the anti-fraud provisions of the federal securities laws, and seeks permanent injunctions, financial penalties, and disgorgement of ill-gotten gains plus prejudgment interest.
The SEC’s investigation was conducted in the New York Regional Office by Senior Attorney Christina McGill and Assistant Regional Director Wendy B. Tepperman. The SEC’s litigation will be led by Senior Trial Counsel Kevin McGrath. The SEC thanks the U.S. Attorney’s Office for the Southern District of New York and the Federal Bureau of Investigation for their assistance in this matter. (Press Rel. 2012-235); [SEC v. Stephen A. Colangelo, Jr., Civil Action No. 12-cv-8439 (S.D.N.Y.) [LR-22534)
Legg Mason ETF Trust, et al.
An order has been issued giving interested on an application filed by Legg Mason ETF Trust, et al. The order permits: (a) actively managed series of certain open-end management investment companies to issue shares (Shares) redeemable in large aggregations only (Creation Units); (b) secondary market transactions in Shares to occur at negotiated market prices; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days after the tender of Shares for redemption; (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units; and (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares. (Rel. IC-30265 - November 16)
Wells Fargo Bank, N.A., et al.
The Commission has issued a temporary order to Wells Fargo Bank, N.A., et al. (Wells Fargo Bank), et al., under Section 9(c) of the Investment Company Act of 1940 (Act) with respect to an injunction entered by the U.S. District Court for the District of Columbia on September 20, 2012. The temporary order exempts applicants and companies of which Wells Fargo Bank is an affiliated person or may become an affiliated person in the future from the provisions of Section 9(a) of the Act, until the Commission takes final action on an application for a permanent order. The Commission also has issued a notice giving interested persons until December 11, 2012, to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC-30266- November 16)
Immediate Effectiveness of Proposed Rule Changes
The NASDAQ Stock Market LLC filed a proposed rule change (SR-NASDAQ-2012-128), which became effective upon filing, pursuant to Section 19(b)(1) of the Securities Exchange Act and Rule 19b-4 thereunder to expand the exemptions to Nasdaq’s Direct Registration Program requirements to all foreign issuers rather than only foreign private issuers. Publication is expected in the Federal Register during the week of November 19. (Rel. 34-68238)
A proposed rule change filed by New York Stock Exchange LLC amending NYSE Rule 123C to add new Supplementary Material .40 to clarify that all times specified in Rule 123C are adjusted when the scheduled close of trading is before 4:00 p.m. (SR-NYSE-2012-62) 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 November 19. (Rel. 34-68243)
A proposed rule change filed by NYSE MKT LLC amending NYSE MKT Rule 123C - Equities to add new Supplementary Material .40 to clarify that all times specified in Rule 123C - Equities are adjusted when the scheduled close of trading is before 4:00 p.m (SR-NYSEMKT-2012-63) 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 November 19. (Rel. 34-68244)
A proposed rule change filed by the Chicago Board Options Exchange (SR CBOE-2012-112) to correct rule numbering errors has become immediately effective pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of November 19. (Rel. 34-68252)
ICE Clear Credit LLC (“ICC”) filed a proposed rule change (SR-ICC-2012-20) under Section 19(b)(3)(A) of the Securities Exchange Act of 1934 to amend Schedule 502 of the ICC Rules to Update the Contract Reference Obligation ISIN associated with one single name contract. The proposed rule change became effective upon filing with the Commission. Publication is expected in the Federal Register during the week of November 19. (Rel. 34-68253)
A proposed rule change filed by The NASDAQ Stock Market LLC to offer the Equity Trade Journal for Clearing Firms service and assess a related fee (SR-NASDAQ-2012-130) 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 November 19. (Rel. 34-68254)
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 COLORADO GOLDFIELDS INC., 10920 W. ALAMEDA AVENUE, SUITE 207, LAKEWOOD, CO, 80226, 303-984-5324 - 0 ($1,760,000.00) Equity, (File 333-184974 - Nov. 16) (BR. 09A) S-8 COLORADO GOLDFIELDS INC., 10920 W. ALAMEDA AVENUE, SUITE 207, LAKEWOOD, CO, 80226, 303-984-5324 - 0 ($1,760,000.00) Equity, (File 333-184975 - Nov. 16) (BR. 09A) S-8 MATRIX SERVICE CO, 5100 EAST SKELLY DRIVE, SUITE 700, TULSA, OK, 74135, 9188388822 - 0 ($13,689,000.00) Equity, (File 333-184982 - Nov. 16) (BR. 06A) S-8 RARE ELEMENT RESOURCES LTD, 325 Howe Street Suite 410, Vancouver, A1, V6C 1Z7, (604) 687-3520 - 4,400,000 ($19,988,510.00) Equity, (File 333-184983 - Nov. 16) (BR. 09A) S-3 SJW CORP, 110 W. TAYLOR STREET, SAN JOSE, CA, 95110, 4082797800 - 0 ($50,000,000.00) Equity, (File 333-184984 - Nov. 16) (BR. 02B) S-8 MEREDITH CORP, 1716 LOCUST ST, DES MOINES, IA, 50309, 5152843000 - 500,000 ($15,535,000.00) Equity, (File 333-184992 - Nov. 16) (BR. 05B) S-4 VIASAT INC, 6155 EL CAMINO REAL, CARLSBAD, CA, 92009, 760-476-2200 - 0 ($300,000,000.00) Non-Convertible Debt, (File 333-184993 - Nov. 16) (BR. 11C) S-4 GLATFELTER P H CO, 96 S GEORGE ST, STE 500, YORK, PA, 17401, 7172252709 - 0 ($250,000,000.00) Non-Convertible Debt, (File 333-184994 - Nov. 16) (BR. 04A) S-3ASR LSB INDUSTRIES INC, 16 S PENNSYLVANIA, OKLAHOMA CITY, OK, 73101, 4052354546 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-184995 - Nov. 16) (BR. 06C) S-1 ALIMERA SCIENCES INC, 6120 WINDWARD PARKWAY, STE 290, ALPHARETTA, GA, 30005, 6789905740 - 0 ($44,962,404.00) Equity, (File 333-184996 - Nov. 16) (BR. 01B) S-8 XYRATEX LTD, 0 ($27,008,000.00) Equity, (File 333-184997 - Nov. 16) (BR. 03B) S-1 SUPERFUND GREEN, L.P., LE MARQUIS COMPLEX UNIT 5, PO BOX 1479 GRAND ANSE, ST. GEORGE'S, J5, 00000, 3129866960 - 0 ($1.00) Limited Partnership Interests, (File 333-184998 - Nov. 16) (BR. 08B) S-8 Aon plc, 8 DEVONSHIRE SQUARE, LONDON, X0, EC2M 4PL, (44) 20 7623 5500 - 0 ($66,870,000.00) Equity, (File 333-184999 - Nov. 16) (BR. 01A) S-3ASR Public Storage, 701 WESTERN AVENUE, GLENDALE, CA, 91201-2349, 818-244-8080 - 712,400 ($103,159,082.00) Equity, (File 333-185000 - Nov. 16) (BR. 08C) S-3 Opexa Therapeutics, Inc., 2635 TECHNOLOGY FOREST BLVD., THE WOODLANDS, TX, 77381, (281) 272-9331 - 0 ($35,000,000.00) Equity, (File 333-185001 - Nov. 16) (BR. 01B) S-3 Opexa Therapeutics, Inc., 2635 TECHNOLOGY FOREST BLVD., THE WOODLANDS, TX, 77381, (281) 272-9331 - 12,938,305 ($7,273,387.00) Equity, (File 333-185003 - Nov. 16) (BR. 01B) S-8 TYCO INTERNATIONAL LTD, FREIER PLATZ 10, SCHAFFHAUSEN, V8, CH-8200, 609-720-4200 - 0 ($1,331,500,000.00) Equity, (File 333-185004 - Nov. 16) (BR. 11A) S-8 GLOBECOMM SYSTEMS INC, 45 OSER AVENUE, HAUPPAUGE, NY, 11788, 5162319800 - 0 ($16,200,000.00) Equity, (File 333-185005 - Nov. 16) (BR. 11C) S-1 Manhattan Bancorp, 2141 ROSECRANS AVENUE, SUITE 1100, EL SEGUNDO, CA, 90245, 310-606-8000 - 0 ($10,000,000.00) Equity, (File 333-185007 - Nov. 16) (BR. 07C) S-4 UNITED RENTALS NORTH AMERICA INC, FIVE GREENWICH OFFICE PARK, 3RD FLR, GREENWICH, CT, 06831, 2036223131 - 0 ($750,000,000.00) Debt, (File 333-185008 - Nov. 16) (BR. 06B) S-4 UNITED RENTALS NORTH AMERICA INC, FIVE GREENWICH OFFICE PARK, 3RD FLR, GREENWICH, CT, 06831, 2036223131 - 0 ($2,075,000,000.00) Debt, (File 333-185009 - Nov. 16) (BR. 06B) F-10 TORONTO DOMINION BANK, 66 WELLINGTON ST., 4TH FL, TD BANK TOWER, TORONTO, ONTARIO, A6, M5K 1A2, 4169828222 - 0 ($5,000,000,000.00) Unallocated (Universal) Shelf, (File 333-185019 - Nov. 16) (BR. 12A) S-4 MICHAELS STORES INC, 8000 BENT BRANCH DR, ********, IRVING, TX, 75063, (972)409-1300 - 0 ($200,000,000.00) Debt, (File 333-185020 - Nov. 16) (BR. 02B) S-8 COAST DISTRIBUTION SYSTEM INC, 4084368611 - 0 ($2,080,976.00) Equity, (File 333-185021 - Nov. 16) (BR. 05A) S-3 MEDICINOVA INC, 4350 LA JOLLA VILLAGE DRIVE, SUITE 950, SAN DIEGO, CA, 92122, 858-373-1500 - 0 ($63,300,000.00) Other, (File 333-185022 - Nov. 16) (BR. 01B) S-8 THESTREET, INC., 14 WALL STREET, 15TH FLOOR, NEW YORK, NY, 10005, 212 321 5000 - 4,625,360 ($7,400,576.00) Equity, (File 333-185023 - Nov. 16) (BR. 05C)
Form 8-K is used by companies to file current reports on the following events:
8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.
STATE NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT ----------------------------------------------------------------------------------------- 1ST SOURCE CORP IN 8.01 11/15/12 ACACIA RESEARCH CORP DE 7.01,9.01 11/16/12 ACCURAY INC DE 5.02 11/16/12 ADEPT TECHNOLOGY INC DE 2.05,5.02 11/14/12 ADVANCED ENVIRONMENTAL RECYCLING TECH DE 2.03,9.01 11/15/12 ADVANCED PHOTONIX INC DE 2.02,7.01,9.01 11/13/12 AMEND Affinity Gaming, LLC NV 5.02 11/11/12 ALLERGAN INC DE 1.01,8.01,9.01 11/15/12 ALPHA & OMEGA SEMICONDUCTOR Ltd 5.07 11/15/12 Alpha Lujo, Inc. NY 1.01,9.01 10/18/12 American Assets Trust, Inc. MD 9.01 08/21/12 AMEND AMERICAN FINANCIAL GROUP INC OH 8.01,9.01 11/15/12 AMERICAN LOCKER GROUP INC DE 1.01,5.02,9.01 11/16/12 AMERICAN PACIFIC CORP DE 8.01 11/16/12 AMERICAN REALTY INVESTORS INC NV 2.02,9.01 11/14/12 AMERICAN SPECTRUM REALTY INC MD 8.01 11/16/12 AmeriCredit Automobile Receivables Tr 1.01,8.01,9.01 11/14/12 AMPAL-AMERICAN ISRAEL CORP NY 2.04,9.01 11/16/12 Andatee China Marine Fuel Services Co DE 5.02,9.01 11/15/12 Apollo Acquisition Corp E9 1.01,5.01,5.02,9.01 11/15/12 Arista Power, Inc. NY 1.01,2.03,3.02 11/13/12 As Seen On TV, Inc. FL 1.01,3.02,9.01 11/14/12 AspenBio Pharma, Inc. CO 1.01,9.01 11/14/12 AT&T INC. DE 8.01,9.01 11/15/12 ATLANTIC POWER CORP A1 8.01 11/16/12 Augme Technologies, Inc. DE 5.02,9.01 11/16/12 BANCFIRST CORP /OK/ OK 5.02 11/16/12 Bancorp of New Jersey, Inc. NJ 2.02,9.01 11/16/12 BANK JOS A CLOTHIERS INC /DE/ DE 8.01,9.01 11/16/12 Barclays Bank Delaware 8.01,9.01 11/16/12 BAXTER INTERNATIONAL INC DE 5.02 11/13/12 AMEND BFC FINANCIAL CORP FL 1.01,1.02,8.01,9.01 11/14/12 BillMyParents, Inc. CO 1.01,5.02,9.01 11/12/12 BIO-PATH HOLDINGS INC UT 2.02,8.01,9.01 11/14/12 BION ENVIRONMENTAL TECHNOLOGIES INC CO 7.01,9.01 11/13/12 BioNeutral Group, Inc NV 1.01,2.03,3.02,9.01 10/31/12 BLUEGREEN CORP MA 2.02,9.01 11/15/12 BMC SOFTWARE INC DE 1.01,2.03,8.01,9.01 11/13/12 BOISE INC. DE 8.01,9.01 11/16/12 BOND LABORATORIES, INC. NV 2.02,9.01 11/15/12 CAM Group, Inc. NV 1.01,5.02,9.01 11/16/12 CAPITAL ONE FINANCIAL CORP DE 8.01,9.01 11/16/12 CardioNet, Inc. CA 5.02 11/15/12 Cardium Therapeutics, Inc. DE 8.01,9.01 11/13/12 CASUAL MALE RETAIL GROUP INC DE 2.02,9.01 11/16/12 CATO CORP DE 2.02,9.01 10/27/12 CDEX INC NV 8.01 11/16/12 CENTRAL EUROPEAN DISTRIBUTION CORP DE 2.02,3.01,9.01 11/14/12 CENTRAL EUROPEAN DISTRIBUTION CORP DE 8.01,9.01 11/16/12 CENTRAL FEDERAL CORP DE 5.02 11/10/12 Century Acquisition Corp E9 1.01,5.01,5.02,9.01 11/15/12 China Industrial Steel Inc. MD 8.01,9.01 11/16/12 CHURCHILL DOWNS INC KY 8.01 11/16/12 CIFC Corp. DE 2.02,9.01 11/16/12 CINCINNATI FINANCIAL CORP OH 5.02,7.01,9.01 11/15/12 CISCO SYSTEMS, INC. CA 5.02,5.07,9.01 11/15/12 CLOROX CO /DE/ DE 5.07 11/14/12 ClubCorp Club Operations, Inc. DE 1.01 11/16/12 CNL LIFESTYLE PROPERTIES INC MD 2.02,9.01 11/16/12 CODORUS VALLEY BANCORP INC PA 5.02 11/13/12 COMPUTER PROGRAMS & SYSTEMS INC DE 5.03,9.01 11/14/12 COMPUTER TASK GROUP INC NY 8.01,9.01 11/15/12 CONCEPTUS INC DE 1.01,9.01 11/13/12 CORNERSTONE BANCSHARES INC TN 7.01 11/16/12 CORRECTIONS CORP OF AMERICA MD 8.01 11/14/12 Covidien plc 5.02 11/14/12 CRC Health CORP DE 2.02,9.01 11/15/12 CROWN CASTLE INTERNATIONAL CORP DE 1.01,9.01 11/13/12 CUMBERLAND PHARMACEUTICALS INC 8.01 11/13/12 CYBERONICS INC DE 2.02,9.01 11/16/12 CYNOSURE INC 1.01,8.01,9.01 11/16/12 CYTOMEDIX INC DE 9.01 02/08/12 AMEND DALIAN CAPITAL GROUP, INC. DE 4.01 11/15/12 Data Storage Corp NV 1.01,2.01,3.02,9.01 10/31/12 AMEND DEWEY ELECTRONICS CORP NY 1.01,2.03 11/16/12 DIAMOND OFFSHORE DRILLING INC DE 7.01,9.01 11/16/12 Digerati Technologies, Inc. NV 1.01,9.01 11/16/12 Discover Card Execution Note Trust DE 1.01,8.01,9.01 11/16/12 DOCUMENT SECURITY SYSTEMS INC NY 5.02,9.01 11/15/12 DONALDSON CO INC DE 8.01,9.01 11/16/12 Dorman Products, Inc. PA 1.01,2.03,9.01 11/15/12 DOW CHEMICAL CO /DE/ DE 8.01,9.01 11/16/12 Dr Pepper Snapple Group, Inc. DE 8.01,9.01 11/16/12 Dr Pepper Snapple Group, Inc. DE 5.02,8.01 11/16/12 DRIL-QUIP INC DE 5.02,9.01 11/15/12 DRIVETIME AUTOMOTIVE GROUP INC DE 1.02,8.01 11/15/12 Eastern Acquisition Corp E9 1.01,5.01,5.02,9.01 11/15/12 Eaton Corp Ltd 8.01,9.01 11/14/12 ECOLAB INC DE 1.01,2.03,9.01 11/15/12 EMPIRE RESOURCES INC /NEW/ DE 2.02,9.01 11/14/12 ENDURANCE SPECIALTY HOLDINGS LTD 8.01 11/16/12 ENERGY EDGE TECHNOLOGIES CORP. NJ 5.03,5.07,9.01 11/15/12 Enertopia Corp. NV 1.01,3.02,7.01,9.01 11/15/12 Ensco plc 7.01,9.01 11/16/12 EP Energy LLC DE 2.02,7.01,9.01 11/16/12 EP Energy LLC DE 5.02 11/12/12 EVANS & SUTHERLAND COMPUTER CORP UT 5.02 11/15/12 FAMILY DOLLAR STORES INC DE 1.01,3.03,9.01 11/16/12 Federal Home Loan Bank of Cincinnati X1 5.02,5.07,9.01 11/15/12 Federal Home Loan Bank of Seattle 5.02,5.07 11/09/12 AMEND FIDELITY BANCORP INC PA 8.01 11/16/12 FIRST CAPITAL BANCORP, INC. VA 5.02 11/14/12 FIRST INTERSTATE BANCSYSTEM INC MT 8.01,9.01 11/16/12 FIRST REAL ESTATE INVESTMENT TRUST OF NJ 8.01,9.01 11/16/12 FIRSTFED FINANCIAL CORP DE 1.03,9.01 11/13/12 FISCHER WATT GOLD CO INC NV 5.07 11/12/12 FLAG INTERMEDIATE HOLDINGS Corp DE 8.01,9.01 11/14/12 FLIR SYSTEMS INC OR 7.01,9.01 11/16/12 FOOT LOCKER INC NY 2.02,9.01 11/16/12 Ford Credit Auto Owner Trust 2012-D 1.01,8.01,9.01 11/14/12 FOUR OAKS FINCORP INC NC 2.02,9.01 11/16/12 FRANKLIN ELECTRIC CO INC IN 7.01,9.01 11/16/12 Franklin Financial Corp VA 2.02,8.01,9.01 11/15/12 FUEL DOCTOR HOLDINGS, INC. DE 1.01,9.01 10/26/12 FUSION TELECOMMUNICATIONS INTERNATION DE 2.02,7.01,9.01 11/16/12 GAIN Capital Holdings, Inc. DE 9.01 08/31/12 AMEND GARDNER DENVER INC DE 5.02 11/11/12 Geeknet, Inc DE 5.02 11/14/12 Global Eagle Acquisition Corp. DE 8.01,9.01 11/16/12 Global Indemnity plc L2 5.02 11/14/12 GLOBALWISE INVESTMENTS INC NV 2.02,9.01 11/15/12 GLOBECOMM SYSTEMS INC 5.07 11/15/12 GLU MOBILE INC DE 2.05,5.02,9.01 11/09/12 GOVERNMENT TRUST 1 D IL 8.01,9.01 11/15/12 GREEN ENERGY RENEWABLE SOLUTIONS, INC FL 5.02,8.01 11/14/12 GROUP 1 AUTOMOTIVE INC DE 8.01,9.01 11/16/12 GroveWare Technologies Ltd. NV 8.01 11/16/12 HAIN CELESTIAL GROUP INC DE 5.02,5.07,9.01 11/15/12 HANCOCK HOLDING CO MS 5.04,9.01 11/16/12 HARSCO CORP DE 5.02,9.01 11/16/12 Health in Harmony, Inc. 5.01,5.02,5.03,9.01 10/31/12 HEARTLAND EXPRESS INC NV 2.02,9.01 11/16/12 Heelys, Inc. DE 8.01,9.01 11/16/12 HENRY JACK & ASSOCIATES INC DE 5.02,5.07,9.01 11/16/12 HIBBETT SPORTS INC 1.01,2.02,7.01,9.01 11/15/12 HOLOGIC INC DE 2.02,9.01 11/12/12 HOME DEPOT INC DE 5.02 11/15/12 Howard Hughes Corp DE 1.01,9.01 11/09/12 Hudson Pacific Properties, Inc. MD 8.01,9.01 11/16/12 HUNTINGTON BANCSHARES INC/MD MD 7.01,9.01 11/16/12 Iconic Brands, Inc. NV 4.01,9.01 11/07/12 AMEND IEC ELECTRONICS CORP DE 5.02,7.01,9.01 11/13/12 ILLUMINA INC DE 7.01 11/16/12 IMMUNOGEN INC MA 5.02,5.07,9.01 11/13/12 INCOME OPPORTUNITY REALTY INVESTORS I NV 2.02,9.01 11/14/12 Industrial Income Trust Inc. MD 8.01 11/16/12 Inland Diversified Real Estate Trust, MD 2.02,7.01,9.01 11/16/12 INLAND REAL ESTATE CORP MD 8.01,9.01 11/15/12 INLAND REAL ESTATE CORP MD 1.01,9.01 11/13/12 InspireMD, Inc. DE 7.01,9.01 11/16/12 InsPro Technologies Corp DE 8.01,9.01 11/14/12 INTELLIGENT COMMUNICATION ENTERPRISE PA 2.01,9.01 11/28/11 AMEND INTERNATIONAL BUSINESS MACHINES CORP NY 9.01 11/12/12 INTERNATIONAL SHIPHOLDING CORP DE 8.01 11/15/12 ITEX CORP NV 5.02 11/12/12 ITRONICS INC TX 2.02,9.01 11/12/12 IZEA, Inc. NV 2.02,7.01,9.01 11/15/12 JOHNSON CONTROLS INC WI 5.02,9.01 11/14/12 Kallo Inc. NV 7.01,9.01 11/16/12 KALOBIOS PHARMACEUTICALS INC DE 3.03,5.07 11/12/12 KNIGHT TRANSPORTATION INC AZ 8.01,9.01 11/13/12 Kodiak Oil & Gas Corp B0 8.01,9.01 11/16/12 LEARNING TREE INTERNATIONAL INC DE 1.01,1.02,9.01 11/14/12 LHC Group, Inc 5.02,9.01 11/14/12 Liberty Global, Inc. DE 7.01 11/16/12 LIMITED BRANDS INC DE 2.02,7.01,8.01 11/14/12 LINCOLN ELECTRIC HOLDINGS INC OH 8.01,9.01 11/13/12 Lone Pine Resources Inc. DE 7.01,9.01 11/15/12 LSI INDUSTRIES INC OH 5.02,5.07 11/15/12 MAGNUM HUNTER RESOURCES CORP DE 8.01 11/16/12 MAINSOURCE FINANCIAL GROUP IN 7.01,8.01,9.01 11/15/12 MAKO Surgical Corp. DE 8.01,9.01 11/16/12 Manhattan Bancorp CA 8.01,9.01 11/15/12 Manning & Napier, Inc. 5.02,8.01,9.01 11/16/12 MATTEL INC /DE/ DE 5.02,7.01,9.01 11/15/12 MATTHEWS INTERNATIONAL CORP PA 2.02,9.01 11/15/12 MAXIM INTEGRATED PRODUCTS INC DE 5.07 11/16/12 MAXYGEN INC DE 8.01 11/15/12 MEADWESTVACO Corp DE 5.02 11/13/12 MEDICAL ACTION INDUSTRIES INC DE 4.01,9.01 11/13/12 MEDICAL MAKEOVER CORP OF AMERICA DE 4.01,9.01 11/12/12 MEDICIS PHARMACEUTICAL CORP DE 8.01 11/15/12 META FINANCIAL GROUP INC DE 7.01,9.01 11/15/12 METALS USA HOLDINGS CORP. DE 8.01,9.01 11/14/12 METLIFE INC DE 8.01,9.01 11/16/12 METRO BANCORP, INC. 5.02 11/16/12 MF Global Holdings Ltd. DE 7.01,9.01 11/14/12 MICROSOFT CORP WA 5.02 11/12/12 MICROSTRATEGY INC DE 5.02,9.01 11/09/12 MILAGRO OIL & GAS, INC. DE 2.02,9.01 11/16/12 MILLER ENERGY RESOURCES, INC. TN 1.01,9.01 11/14/12 MINERALS TECHNOLOGIES INC DE 8.01,9.01 11/14/12 MISSION COMMUNITY BANCORP CA 5.02 11/15/12 MOHEGAN TRIBAL GAMING AUTHORITY 1.02 11/13/12 Momentive Performance Materials Inc. DE 7.01 11/16/12 Morgan Stanley Bank of America Merril DE 9.01 10/12/12 AMEND MSC INDUSTRIAL DIRECT CO INC NY 8.01 11/15/12 MULTI COLOR Corp OH 8.01,9.01 11/15/12 NATIONAL TAX CREDIT PARTNERS L P CA 1.01,2.01,9.01 11/13/12 Nationstar Mortgage Holdings Inc. DE 5.02,9.01 11/09/12 NEW ULM TELECOM INC MN 1.01,9.01 11/15/12 NEWS CORP 8.01,9.01 11/16/12 NewStar Financial, Inc. 1.01,1.02,2.03,9.01 11/16/12 Nexeo Solutions Holdings, LLC DE 5.02 11/12/12 Nexxus Lighting, Inc. DE 1.01,5.03,9.01 11/13/12 NORTH BAY RESOURCES INC DE 8.01 11/15/12 NT MINING Corp 4.01 11/15/12 NUCOR CORP DE 5.02,9.01 11/16/12 Onteco Corp NV 5.02,9.01 11/09/12 ORGANOVO HOLDINGS, INC. DE 2.02,9.01 11/16/12 OSI SYSTEMS INC DE 8.01,9.01 11/15/12 OUTDOOR CHANNEL HOLDINGS INC 1.01,5.02,8.01,9.01 11/15/12 PACIFIC GOLD CORP NV 5.07 11/13/12 PARKWAY PROPERTIES INC MD 5.03,9.01 11/16/12 Patriot Coal CORP DE 7.01,9.01 11/16/12 PENN NATIONAL GAMING INC PA 8.01,9.01 11/15/12 PHOENIX COMPANIES INC/DE DE 5.02 11/15/12 PHYSICIANS FORMULA HOLDINGS, INC. DE 1.01,8.01,9.01 11/15/12 PIZZA INN HOLDINGS, INC /MO/ MO 5.07 11/15/12 Plymouth Opportunity REIT Inc. MD 7.01 11/16/12 PowerShares DB Commodity Index Tracki 8.01,9.01 11/16/12 PowerShares DB G10 Currency Harvest F DE 8.01,9.01 11/16/12 PowerShares DB Multi-Sector Commodity DE 8.01,9.01 11/16/12 PowerShares DB US Dollar Index Trust DE 8.01,9.01 11/16/12 POWERWAVE TECHNOLOGIES INC DE 8.01,9.01 11/16/12 PREMIER ALLIANCE GROUP, INC. NV 1.01 11/15/12 PRINCIPAL FINANCIAL GROUP INC DE 2.03,8.01,9.01 11/13/12 PRUDENTIAL BANCORP INC OF PENNSYLVANI 2.02,9.01 11/16/12 PULSE ELECTRONICS CORP PA 1.01,2.03,3.02,9.01 11/07/12 PULTEGROUP INC/MI/ MI 5.02 11/15/12 QUANTUM MATERIALS CORP. NV 5.02,8.01,9.01 10/26/12 QUEST DIAGNOSTICS INC DE 7.01,8.01,9.01 11/16/12 RADIANT LOGISTICS, INC DE 5.07 11/13/12 RAYMOND JAMES FINANCIAL INC FL 1.01 11/14/12 REALOGY GROUP LLC DE 1.02 11/16/12 RED MOUNTAIN RESOURCES, INC. FL 1.01,9.01 11/16/12 Reliance Bancshares, Inc. MO 2.02,9.01 11/16/12 RF MICRO DEVICES INC NC 2.01,9.01 11/09/12 ROBBINS & MYERS, INC. OH 8.01,9.01 11/16/12 Rockwood Holdings, Inc. DE 1.01,9.01 11/14/12 ROYAL BANCSHARES OF PENNSYLVANIA INC PA 2.02,9.01 11/14/12 ROYAL HAWAIIAN ORCHARDS, L.P. DE 2.02,9.01 11/14/12 RVPlus Inc. DE 1.01,9.01 11/16/12 SANUWAVE Health, Inc. NV 2.02,9.01 11/14/12 SCIENTIFIC LEARNING CORP DE 2.02,9.01 11/12/12 SEARS CANADA INC. Z4 9.01 11/16/12 SEARS CANADA INC. Z4 8.01 11/16/12 SHARPS COMPLIANCE CORP DE 5.02,5.07,9.01 11/16/12 Shire plc 8.01,9.01 11/15/12 Shire plc 5.02,9.01 11/15/12 Sino Agro Food, Inc. NV 5.03,9.01 08/22/12 AMEND SIRONA DENTAL SYSTEMS, INC. DE 2.02,9.01 11/16/12 SIRONA DENTAL SYSTEMS, INC. DE 5.02,9.01 11/16/12 SMART ONLINE INC DE 2.03,3.02 11/14/12 SmartMetric, Inc. 1.01,3.02,8.01,9.01 11/12/12 SMUCKER J M CO OH 2.02,9.01 11/16/12 Snap Interactive, Inc DE 4.02 11/15/12 Solar Capital Ltd. MD 1.01,2.03,9.01 11/16/12 SOLAZYME INC DE 1.01 11/13/12 SOLERA HOLDINGS, INC DE 5.07 11/16/12 SORL Auto Parts Inc DE 7.01,9.01 11/14/12 Southern Hospitality Development Corp CO 1.01,2.01,3.02,4.01, 11/13/12 5.01,5.02,5.06,5.07, 8.01 SOUTHWEST BANCORP INC OK 1.01,5.02,9.01 11/15/12 SPECTRUM GROUP INTERNATIONAL, INC. DE 8.01 11/14/12 Sputnik Enterprises, Inc NV 5.01,5.02,9.01 11/16/12 STAGE STORES INC NV 2.02,9.01 11/15/12 STAR SCIENTIFIC INC DE 8.01 11/15/12 STARBUCKS CORP WA 8.01,9.01 11/15/12 Stratus Media Group, Inc 1.01,2.03,3.02,8.01, 10/05/12 9.01 SURFACE COATINGS, INC. NV 5.02 11/16/12 Swisher Hygiene Inc. DE 1.01,2.01,3.01,5.02, 11/15/12 9.01 SWS GROUP INC DE 5.07 11/15/12 TARGACEPT INC 5.02,9.01 11/12/12 TAYLOR CAPITAL GROUP INC DE 8.01,9.01 11/16/12 TE Connectivity Ltd. V8 5.02 11/12/12 Texas Roadhouse, Inc. DE 8.01,9.01 11/16/12 Thompson Creek Metals CO Inc. A6 7.01,9.01 11/16/12 TOWN SPORTS INTERNATIONAL HOLDINGS IN DE 1.01,5.02,7.01,8.01, 11/14/12 9.01 TPC Group LLC TX 8.01,9.01 11/15/12 TRANS WORLD ENTERTAINMENT CORP NY 2.02,7.01,9.01 11/15/12 TRANSCONTINENTAL REALTY INVESTORS INC NV 2.02,9.01 11/14/12 Triangle Petroleum Corp NV 5.02,5.07,9.01 11/16/12 TRW AUTOMOTIVE HOLDINGS CORP DE 5.02,9.01 11/14/12 Ubiquiti Networks, Inc. DE 5.02 11/12/12 UNICO AMERICAN CORP NV 8.01 11/15/12 UNIVERSAL TECHNICAL INSTITUTE INC DE 8.01,9.01 11/16/12 US TUNGSTEN CORP. 2.01,9.01 10/09/12 USMD Holdings, Inc. DE 2.01,9.01 08/31/12 AMEND VALLEY FINANCIAL CORP /VA/ VA 8.01 11/16/12 VECTOR GROUP LTD DE 1.01,9.01 11/15/12 WASHINGTON GAS LIGHT CO DC 2.02,9.01 11/15/12 WebMD Health Corp. DE 5.02 11/14/12 WELLS FARGO & COMPANY/MN DE 9.01 11/16/12 WESBANCO INC WV 8.01 11/16/12 WEST MARINE INC DE 8.01 11/16/12 ZAP CA 5.02,9.01 06/18/12 ZAP CA 5.02,9.01 08/07/12 Zayo Group LLC DE 2.02,7.01,9.01 11/16/12 Zep Inc. DE 8.01,9.01 11/15/12