Commission Obtains Judgments against Former Spongetech Executives Michael Metter and Steven Y. Moskowitz
The Securities and Exchange Commission (“Commission”) announced that on December 18, 2012 and June 12, 2012, the Honorable Judge Dora L. Irizarry, United States District Judge for the Eastern District of New York, entered Judgments against, respectively, Michael E. Metter (“Metter”), the former Chief Executive Office of Spongetech Delivery Systems, Inc.
(“Spongetech”), and Steven Y. Moskowitz (“Moskowitz”), Spongetech’s former Chief Financial Officer. The judgments permanently enjoin Metter and Moskowitz from violating antifraud and securities registration provisions of the federal securities laws, as well as reporting, recordkeeping, and internal controls provisions. The Judgments also bar Metter and Moskowitz from serving as an officer or director of a public company, bar them from engaging in any offering of penny stock, and order them to pay penalties and disgorgement in amounts to be determined by the court, upon motion by the Commission. On September 20, 2012, the Commission instituted a settled administrative proceeding suspending Moskowitz from appearing or practicing before the Commission as an accountant.
The Commission’s complaint, filed on May 5, 2010, alleged that Metter, Moskowitz, Spongetech, and others engaged in a scheme to increase demand illegally for, and profit from, the unregistered sale of publicly-traded Spongetech stock by, among other things, “pumping” up demand for the stock through false public statements about non-existent customers, fictitious sales orders, and phony revenue. They also repeatedly and fraudulently understated the number of Spongetech’s outstanding shares in press releases and public filings. The purpose of flooding the market with false public information was to fraudulently inflate the price for Spongetech shares so the defendants and others could then “dump” the shares by illegally selling them to the public through affiliated entities in unregistered transactions. Among other things, the complaint further alleged that Spongetech, at the direction of Metter and Moskowitz, filed periodic reports with the Commission that contained materially false and misleading statements and materially overstated revenues, created materially false purchase orders, invoices, and other documents, and failed to ensure that Spongetech maintained accurate books and records or implemented effective internal controls. Metter and Moskowitz consented to the entry of the Judgments without admitting or denying the allegations of the Commission’s complaint.
The Commission previously obtained judgments against other defendants in this action. On November 10, 2011, the court entered a judgment by consent against Spongetech. The judgment imposed full injunctive relief and ordered Spongetech to pay penalties and disgorgement in amounts to be determined by the court, upon motion by the Commission.
On March 6, 2012, the court entered final judgments against RM Enterprises International, Inc. (“RM Enterprises”), a Spongetech affiliate, and George Speranza, a stock promoter. The final judgments imposed full injunctive relief against both, ordered Speranza to pay penalties, disgorgement, and prejudgment interest totaling $135,883.40, and barred Speranza from participating in any penny stock offering. The court deferred ruling on monetary remedies against RM Enterprises until the claims against other defendants are resolved.
Status of the Commission’s Spongetech Litigation
On March 14, 2011, the court issued an order granting the SEC’s motion for preliminary injunctions against six defendants, and granted the SEC’s requests for asset freezes against Metter, Moskowitz, and RM Enterprises. An asset freeze was not entered against Spongetech because the company filed for bankruptcy in July 2010, and has since been controlled by a court-appointed bankruptcy trustee. The asset freezes entered against Metter, Moskowitz, and RM, as subsequently modified by the court, remain in effect, as does the preliminary injunction entered against defendant Joel Pensley.
On March 27, 2012, the court granted the Commission’s motion to add BusinessTalkRadio.net, Inc. (“BTR”) and Blue Star Media Group, Inc. (“Blue Star”) as relief defendants. The amended complaint alleges that in 2009, RM Enterprises transferred illicit proceeds from the Spongetech fraud to satisfy a judgment that had been entered against Metter, these entities, and others.
The Commission’s action remains pending against BTR, Blue Star, and two of Spongetech’s former attorneys, Pensley and Jack Halperin, who are charged with violating the antifraud provisions by authoring false and misleading opinion letters to improperly remove the restrictions on trading shares of Spongetech stock.
On December 19, 2011, in a separate action, the court entered a Final Judgment permanently enjoining Myron Weiner from violating the securities registration provisions in connection with his purchase and sale of Spongetech’s stock, imposing a one-year penny stock bar, and ordered him to pay disgorgement and penalties totaling over $1.3 million. SEC v. Myron Weiner, Civil Action No. 11-CV-5731 (E.D.N.Y.). [See Litigation Release No. 22168 (Nov. 23, 2011), Litigation Release No. 22206 (Dec. 21, 2011)].
The Parallel Criminal Action
On May 5, 2010, the United States Attorney’s Office for the Eastern District of New York (USAO-EDNY) arrested Metter and Moskowitz, who were indicted for conspiracy to commit securities fraud and obstruction of justice, securities fraud, obstruction of justice, conspiracy to commit money laundering, and perjury. On October 14, 2010, the USAO-EDNY filed a superseding indictment against Speranza and four former Spongetech employees – Andrew Tepfer, Seymour Eisenberg, Thomas Cavanagh, and Frank Nicolois – on charges including securities fraud, obstruction of justice, money laundering, structuring, and contempt.
All of the criminal defendants have entered guilty pleas, with the exception of Metter. Moskowitz pleaded guilty to securities fraud and is awaiting sentencing. Speranza pleaded guilty to perjury for giving false testimony during the SEC’s investigation, and was sentenced to five years of probation. Cavanagh and Nicolois pleaded guilty to structuring transactions to avoid federal currency transaction reporting requirements, and were sentenced to 24 months and 16 months in prison, respectively, followed by three years of supervised release. Eisenberg and Tepfer also have pleaded guilty to securities fraud and await sentencing.
The Commission’s investigation is continuing, and is being conducted by Uta von Eckartsberg, Charles Davis, Scott Stanley, and Alexander Koch. The SEC’s lead trial counsel in the pending civil action is Paul Kisslinger. [Securities and Exchange Commission v. Spongetech Delivery Systems, Inc., RM Enterprises International, Inc., Steven Y. Moskowitz, Michael E. Metter, George Speranza, Joel Pensley and Jack Halperin, Civil Action No. 10-2031 (E.D.N.Y.) (filed May 5, 2010)] (LR-22586)
In the Matter of Gary J. Martel
The Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940 and Notice of Hearing (Order) against Gary J. Martel.
In the Order, the Division of Enforcement alleges that, on December 12, 2012, Martel pled guilty to wire and mail fraud before the U.S. District Court for the District of Massachusetts. U.S. v Gary J. Martel, Case no. 1:12-cr-10345-FDS. The criminal information filed against Martel alleges that, from 2004 to 2012, Martel defrauded his investment advisory clients by diverting the funds that he received from them for investments for his own personal use rather than investing the funds as he represented to them he would.
The Order states that, on June 19, 2012, before Martel pled guilty, the Commission filed an emergency civil injunctive action against him charging that he violated the antifraud provisions of the federal securities laws. Securities and Exchange Commission v. Gary J. Martel D/B/A Martel Financial Group and MFG Funding, Case No. 1:12-cv-11095-FDS (D. Mass). The Commission’s Complaint alleges that Martel fraudulently obtained more than $1.6 million in funds from his advisory clients by misrepresenting to them that he would invest their funds in bonds, mortgage-related securities, a cash reserve account, and stock offered by Facebook in an initial public offering. The Complaint further alleges that Martel did not make any investments on behalf of his clients, that the bonds and investment pools offered and sold by Martel were fictitious, and that he used funds he received from investors to make payments to earlier investors. A default was entered against Martel on November 20, 2012, for his failure to plead or otherwise defend in the Commission’s action, which remains pending.
A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Martel with an opportunity to respond to these allegations, and to determine what sanctions, if any, are necessary and appropriate in the public interest. The Order directs the Administrative Law Judge to issue an initial decision no later than 210 days from the date of service of the Order on the respondent. (Rel. 34-68586; File No. 3-15163).
In the Matter of Stephen G. Bennett
The Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions (Order) against Stephen G. Bennett. The Order finds that on December 18, 2012 a Final Judgment was entered by consent against Stephen G. Bennett, permanently enjoining him from future 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 thereunder, in the civil action entitled Securities and Exchange Commission v. Copper King Mining Corp., Civil Action Number 2:11-CV-00526 (D. Utah).
Based on the above, the Order bars Stephen G. Bennett from appearing or practicing before the Commission as an attorney. Stephen G. Bennett consented to the issuance of the Order without admitting or denying the findings in the Order, except he admitted the entry of the injunction. (Rel. 34-68592; File No. 3-15163).
Kenneth J. Abod, CPA Reinstated to Appear and Practice Before the Commission as an Accountant Responsible for the Preparation or Review of Financial Statements Required to be Filed with the Commission
Pursuant to Rule 102(e)(5)(i) of the Commission's Rules of Practice, Kenneth J. Abod, CPA has applied for and been granted reinstatement of his privilege to appear and practice before the Commission as an accountant responsible for the preparation or review of financial statements required to be filed with the Commission. Mr. Abod was suspended from appearing or practicing before the Commission as an accountant on July 23, 2010. His reinstatement is effective immediately. (Rel. 34-68591; AAE Rel. 3435; File No. 3-13977)
Approval of Proposed Rule Change
The Commission granted approval of a proposed rule change filed by NASDAQ OMX PHLX LLC (SR-Phlx-2012-130) to amend performance evaluations with respect to quote submissions of Streaming Quote Traders and Remote Streaming Quote Traders. Publication is expected in the Federal Register during the week of January 7th. (Rel. 34-68574)
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change filed by The NASDAQ Stock Market LLC to extend fee pilot program for NASDAQ Last Sale (SR-NASDAQ-2012-145) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of January 7th. (Rel. 34-68568)
The Commission issued notice of filing and immediate effectiveness of a proposed rule change (SR-NYSEArca-2012-140) filed by NYSE Arca, Inc. pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 to list and trade options on the Nasdaq-100 Index (NDX) and the reduced-value Nasdaq-100 Index (MNX) and to amend NYSE Arca Rule 5.15(a)(1) to provide that there are no position limits for options on NDX and MNX. Publication is expected in the Federal Register during the week of January 7th. (Rel. 34-68569)
A proposed rule change filed by the International Securities Exchange, LLC (SR-ISE-2012-82) relating to non-substantive, technical correction to ISE rules has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of January 7th. (Rel. 34-68570)
A proposed rule change (SR-C2-2012-046) filed by the C2 Options Exchange, Incorporated to amend the fees schedule has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected to be made in the Federal Register during the week of January 7th. (Rel. 34-68571).
A proposed rule change (SR-CBOE-2012-132) filed by the Chicago Board Options Exchange, to amend the fees schedule has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected to be made in the Federal Register during the week of January 7th. (Rel. 34-68572).
A proposed rule change, as modified by Amendment No. 1, filed by C2 Options Exchange, Incorporated to adopt a HAL System (SR-C2-2012-043) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of January 7th. (Rel. 34-68573)
A proposed rule change filed by BOX Options Exchange LLC to amend the Fee Schedule for trading on BOX (SR-BOX-2012-024) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of January 7th. (Rel. 34-68575)
A proposed rule change filed by NASDAQ OMX PHLX LLC to amend its Fee Schedule for the following direct data feed products: Top of Phlx Options data feed, the Top of Phlx Options Plus Orders data feed, the PHLX Orders data feed and the PHLX Depth of Market data feed (SR-Phlx-2012-145) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of January 7th. (Rel. 34-68576)
A proposed rule change filed by NASDAQ OMX PHLX LLC relating to Professional Options Transaction Charges (SR-Phlx-2012-141) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of January 7th. (Rel. 34-68577)
A proposed rule change filed by BOX Options Exchange LLC to amend the Fee Schedule for trading on BOX (SR-BOX-2012-025) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of January 7th. (Rel. 34-68578)
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-3ASR SYNAGEVA BIOPHARMA CORP, 128 SPRING STREET, SUITE 520, LEXINGTON, MA, 02421, (781) 357-9900 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-185856 - Jan. 3) (BR. 01B) S-1 Lido International, Corp., COL. SENSUPANAN I, PJE. 4, #23, SONSONATE, H3, 106010100, 011-50374658671 - 0 ($1.00) Equity, (File 333-185857 - Jan. 3) (BR. 08) S-1 ALLIANZ LIFE INSURANCE CO OF NORTH AMERICA, 5701 GOLDEN HILLS DRIVE, MINNEAPOLIS, MN, 55416, 800-950-5872 - 1,000,000 ($1,000,000.00) Other, (File 333-185864 - Jan. 3) (BR. 01C) S-3ASR PowerShares DB Multi-Sector Commodity Trust, C/O DB COMMODITY SERVICES LLC, 60 WALL STREET, NEW YORK, NY, 10005, (212) 250-5883 - 0 ($1.00) Other, (File 333-185865 - Jan. 3) (BR. 08B) S-8 EMC CORP, 176 SOUTH STREET, HOPKINTON, MA, 01748-9103, 5082937208 - 1,200,000 ($4,056,171.37) Equity, (File 333-185868 - Jan. 3) (BR. 03C) S-4 FIRST PACTRUST BANCORP INC, 18500 VON KARMAN, IRVINE, CA, 92612, 949-236-5211 - 0 ($23,638,834.00) Equity, (File 333-185869 - Jan. 3) (BR. 07C) S-3 HANCOCK FABRICS INC, 3406 W MAIN ST, TUPELO, MS, 38803, 6018422834 - 9,838,000 ($4,722,240.00) Equity, (File 333-185870 - Jan. 3) (BR. 02C) F-3 Adecoagro S.A., 13-15 Avenue de la Liberte, N/A, N4, L-1931, 352 2689-8213 - 0 ($16,680,000.00) Equity, (File 333-185871 - Jan. 3) (BR. 05A)
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 5.02 01/01/13 3D SYSTEMS CORP DE 8.01,9.01 01/03/13 A123 SYSTEMS, INC DE 1.01,7.01,9.01 12/27/12 ACCELRYS, INC. DE 1.01,9.01 12/27/12 ACCURAY INC DE 2.02,2.05,9.01 01/03/13 ACORN ENERGY, INC DE 8.01 12/29/12 ACURA PHARMACEUTICALS, INC NY 5.02 12/31/12 ADVENTRX PHARMACEUTICALS INC DE 5.02 01/02/13 Agricon Global Corp DE 8.01,9.01 01/03/13 Air Transport Services Group, Inc. DE 5.02,7.01,9.01 01/03/13 Air Transport Services Group, Inc. DE 1.01,2.03 01/03/13 ALBANY INTERNATIONAL CORP /DE/ DE 5.02,9.01 01/01/13 Alexza Pharmaceuticals Inc. DE 5.02,9.01 01/02/13 AMERICAN APPAREL, INC DE 2.02,9.01 01/03/13 American Realty Capital Properties, I MD 8.01,9.01 01/03/13 American Realty Capital Trust III, In MD 8.01,9.01 01/03/13 American Tire Distributors Holdings, 5.02 01/01/13 AMERICAN TOWER CORP /MA/ DE 8.01,9.01 01/03/13 AMERISOURCEBERGEN CORP DE 5.02,8.01,9.01 01/01/13 AMETEK INC/ DE 8.01 01/02/13 AMREP CORP. OK 1.01,2.03,9.01 12/31/12 AMSURG CORP TN 1.01,2.03,9.01 12/27/12 Ancestry.com Inc. DE 1.01,1.02,2.03, 12/27/12 5.02,9.01 ANGIODYNAMICS INC DE 2.02,9.01 01/03/13 ANNALY CAPITAL MANAGEMENT INC MD 8.01,9.01 01/03/13 APD ANTIQUITIES, INC. NV 1.01,2.01,3.02,5.01, 12/28/12 5.02,5.03,5.06,5.07,9.01 APRICUS BIOSCIENCES, INC. NV 1.01,2.05,8.01 12/28/12 ARBITRON INC DE 5.02 01/01/13 ARCA biopharma, Inc. DE 8.01,9.01 01/03/13 ARI NETWORK SERVICES INC /WI WI 5.02 01/02/13 ATMOS ENERGY CORP TX 5.02,9.01 12/27/12 ATP OIL & GAS CORP TX 5.02 12/28/12 AUXILIUM PHARMACEUTICALS INC 7.01,8.01,9.01 01/03/13 AVON PRODUCTS INC NY 1.01,9.01 12/29/12 BankFinancial CORP 8.01,9.01 01/03/13 Banyan Rail Services Inc. DE 1.01,2.03,9.01 12/27/12 BARNES & NOBLE INC DE 2.02,9.01 01/03/13 BAY BANKS OF VIRGINIA INC VA 1.01,3.02,9.01 12/31/12 BCB BANCORP INC 7.01,9.01 12/31/12 Behringer Harvard Opportunity REIT I, MD 1.01,7.01 12/27/12 BEHRINGER HARVARD REIT I INC MD 9.01 08/31/12 AMEND BERRY PLASTICS GROUP INC DE 5.02,9.01 01/01/13 BILL BARRETT CORP DE 2.01,7.01,9.01 12/31/12 Bio-Matrix Scientific Group, Inc. DE 8.01 12/31/12 BIOMIMETIC THERAPEUTICS, INC. DE 8.01,9.01 01/03/13 Bluerock Enhanced Multifamily Trust, MD 8.01,9.01 01/03/13 BOULDER BRANDS, INC. DE 5.03,8.01,9.01 12/31/12 BRIGHTCOVE INC DE 5.02 12/27/12 BRINKER INTERNATIONAL INC DE 5.02,9.01 01/03/13 BRUNSWICK CORP DE 2.05,9.01 12/31/12 CALLISTO PHARMACEUTICALS INC DE 8.01,9.01 01/03/13 CALLON PETROLEUM CO DE 2.01,7.01,9.01 12/28/12 CALYPTE BIOMEDICAL CORP DE 1.01 12/27/12 Cardiovascular Systems Inc DE 5.02 12/31/12 Care Investment Trust Inc. MD 1.01,3.02,5.02,9.01 12/31/12 CAREER EDUCATION CORP DE 1.01,2.03,9.01 12/27/12 CARRIZO OIL & GAS INC TX 7.01,8.01 12/27/12 Carter Validus Mission Critical REIT, MD 7.01,9.01 01/03/13 CENTERLINE HOLDING CO DE 1.01,9.01 12/27/12 CENTURY ALUMINUM CO DE 5.02 01/02/13 Cheniere Energy Partners, L.P. DE 3.02 12/28/12 Chrysler Group LLC DE 8.01,9.01 01/03/13 CLEAN WIND ENERGY TOWER, INC. NV 1.01,2.03,3.02,9.01 12/31/12 CLIFFS NATURAL RESOURCES INC. OH 2.06 12/27/12 COINSTAR INC DE 2.02,5.02,7.01,9.01 01/01/13 COMPUTER TASK GROUP INC NY 7.01,9.01 01/03/13 Comstock Holding Companies, Inc. DE 1.01,2.03 01/03/13 Comverse, Inc. DE 5.02 01/02/13 CONAGRA FOODS INC /DE/ DE 8.01,9.01 01/03/13 Constant Contact, Inc. DE 1.01,5.02,9.01 12/27/12 CONTINENTAL AIRLINES INC /DE/ DE 1.01,2.03,9.01 12/27/12 CORONADO BIOSCIENCES INC DE 5.02,9.01 12/28/12 COUPON EXPRESS, INC. NV 1.01,3.02,9.01 12/28/12 CREDIT ACCEPTANCE CORP MI 1.01,2.03,8.01,9.01 12/27/12 CROWN HOLDINGS INC PA 2.02,7.01,9.01 01/03/13 CYTRX CORP DE 5.02 12/31/12 DELTA AIR LINES INC /DE/ DE 7.01,9.01 01/03/13 DELTA APPAREL, INC GA 1.01,9.01 12/31/12 DENMARK BANCSHARES INC WI 3.03,5.07,8.01 12/27/12 DIAMOND HILL INVESTMENT GROUP INC OH 8.01 01/03/13 Dividend Capital Diversified Property MD 8.01 12/01/12 DURECT CORP DE 8.01,9.01 01/03/13 Dussault Apparel Inc. 4.01,5.02,9.01 11/05/12 EARTHSTONE ENERGY INC DE 1.01,2.03,9.01 12/21/12 EFL OVERSEAS, INC. NV 8.01,9.01 01/03/13 EGAIN Corp DE 1.01,9.01 01/02/13 ELITE PHARMACEUTICALS INC /NV/ NV 5.02 12/31/12 EMISPHERE TECHNOLOGIES INC DE 5.02,8.01 12/18/12 ENDOLOGIX INC /DE/ DE 5.02,9.01 12/31/12 Engility Holdings, Inc. DE 5.02,9.01 12/27/12 ENGLOBAL CORP NV 2.01,9.01 01/03/13 EQUUS TOTAL RETURN, INC. DE 1.01 12/27/12 FAMILY DOLLAR STORES INC DE 2.02,9.01 01/03/13 FAMILY DOLLAR STORES INC DE 5.02,9.01 12/28/12 Federal Home Loan Bank of Atlanta X1 2.03 12/28/12 Federal Home Loan Bank of Chicago X1 2.03 12/31/12 Federal Home Loan Bank of Indianapoli X1 2.03,9.01 01/03/13 Federal Home Loan Bank of New York X1 2.03,9.01 12/31/12 Federal Home Loan Bank of Pittsburgh PA 2.03,9.01 12/31/12 Fifth Street Finance Corp DE 8.01,9.01 01/03/13 FIRST PACTRUST BANCORP INC MD 1.01,8.01,9.01 12/27/12 FIRST PULASKI NATIONAL CORP TN 5.02 12/27/12 FORCE ENERGY CORP. NV 4.01,9.01 11/29/12 FORD MOTOR CO DE 8.01,9.01 01/03/13 FOREST OIL CORP NY 1.01,9.01 01/02/13 FOREVER VALUABLE COLLECTIBLES, INC. CO 5.02 01/03/13 FORTUNE INDUSTRIES, INC. DE 1.02,9.01 12/28/12 FRANKLIN COVEY CO UT 2.02,8.01,9.01 01/03/13 FULTON FINANCIAL CORP PA 7.01,9.01 01/03/13 GAP INC DE 7.01,8.01,9.01 12/29/12 GENESEE & WYOMING INC DE 2.05,8.01 12/27/12 GOODRICH PETROLEUM CORP DE 2.02,9.01 01/03/13 Google Inc. DE 8.01,9.01 01/03/13 GRANT PARK FUTURES FUND LIMITED PARTN IL 7.01,9.01 12/28/12 GRAPHIC PACKAGING HOLDING CO DE 8.01,9.01 01/02/13 GRAPHIC PACKAGING HOLDING CO DE 5.02 01/03/13 GREEN DOT CORP DE 5.02,9.01 12/28/12 GreenHunter Energy, Inc. DE 3.02,5.02 12/31/12 GreenPlex Services, Inc. NV 5.03,5.07 12/21/12 GROUP 1 AUTOMOTIVE INC DE 8.01,9.01 01/02/13 GSI GROUP INC A3 1.01,2.03,9.01 12/27/12 HANCOCK FABRICS INC DE 8.01 01/03/13 HAUPPAUGE DIGITAL INC DE 2.02,9.01 01/02/13 HDS INTERNATIONAL CORP. NV 1.01,3.02,7.01,9.01 01/03/13 HOME PROPERTIES INC MD 5.02,9.01 01/02/13 HORMEL FOODS CORP /DE/ DE 1.01,7.01,9.01 01/03/13 HUTCHINSON TECHNOLOGY INC MN 8.01 01/03/13 HYPERTENSION DIAGNOSTICS INC /MN MN 3.02,9.01 12/03/12 iGo, Inc. DE 5.02 12/30/12 InfuSystem Holdings, Inc DE 5.02,9.01 01/02/13 InfuSystem Holdings, Inc DE 8.01,9.01 01/03/13 Inland Diversified Real Estate Trust, MD 1.01,2.01,2.03,9.01 12/27/12 Inland Real Estate Income Trust, Inc. MD 1.01,2.01,2.03,9.01 01/03/13 INTERLEUKIN GENETICS INC DE 8.01,9.01 01/03/13 INTERMUNE INC DE 2.02,9.01 01/03/13 INTERNATIONAL SHIPHOLDING CORP DE 2.03,8.01 12/28/12 JACKSONVILLE BANCORP INC /FL/ FL 1.01,2.01,3.02, 12/27/12 3.03,5.02,5.03,9.01 KENTUCKY BANCSHARES INC /KY/ KY 5.02,9.01 01/03/13 KFORCE INC FL 5.02,8.01,9.01 12/31/12 KIT digital, Inc. DE 4.01,9.01 12/17/12 AMEND KOHLS Corp WI 2.02,9.01 01/03/13 3 COMMUNICATIONS HOLDINGS INC DE 5.03,9.01 01/02/13 LABORATORY CORP OF AMERICA HOLDINGS DE 7.01 01/02/13 LANNETT CO INC DE 5.02,9.01 12/31/12 Lantheus Medical Imaging, Inc. DE 1.01,9.01 12/28/12 LBI MEDIA HOLDINGS INC 1.01,2.03,5.02, 12/31/12 8.01,9.01 Lightstone Value Plus Real Estate Inv MD 8.01,9.01 01/03/13 LRR Energy, L.P. DE 8.01,9.01 01/03/13 MANAGED FUTURES PREMIER WARRINGTON L. NY 5.03 11/30/12 MARTIN MIDSTREAM PARTNERS LP DE 7.01,9.01 01/03/13 MATRIX SERVICE CO DE 8.01,9.01 12/31/12 MEADE INSTRUMENTS CORP DE 1.01,1.02,2.03,9.01 12/28/12 MHI Hospitality CORP MD 5.02,7.01,9.01 12/31/12 MILAGRO OIL & GAS, INC. DE 1.01,1.02,9.01 12/27/12 AMEND MMAX MEDIA, INC. NV 1.01,3.02,9.01 12/27/12 MOTORCAR PARTS AMERICA INC NY 8.01,9.01 12/28/12 MRC GLOBAL INC. DE 8.01,9.01 01/02/13 NATIONAL HEALTH INVESTORS INC MD 2.01,9.01 12/28/12 NATIONAL HEALTH INVESTORS INC MD 8.01,9.01 12/28/12 NATIONAL HEALTH INVESTORS INC MD 1.01,9.01 12/28/12 NEOGEN CORP MI 2.02,9.01 01/02/13 New Mountain Finance Corp DE 5.02,9.01 01/03/13 NEW YORK MORTGAGE TRUST INC MD 8.01 12/28/12 NEWS CORP 8.01,9.01 01/03/13 NITRO PETROLEUM INC. 3.02,5.02 12/31/12 NORDSTROM INC WA 7.01,9.01 01/03/13 NORWOOD FINANCIAL CORP PA 8.01,9.01 01/03/13 Nova Mining CORP 5.02,9.01 01/03/13 NovaCopper Inc. A1 3.02,7.01,9.01 12/31/12 NVR INC VA 8.01,9.01 12/31/12 O REILLY AUTOMOTIVE INC 7.01,9.01 01/02/13 Och-Ziff Capital Management Group LLC DE 7.01 01/03/13 Omni Ventures, Inc. 5.02,9.01 12/31/12 ORIGINOIL INC NV 1.01,2.03,3.02,9.01 12/27/12 OxySure Systems Inc 3.02,7.01,9.01 12/31/12 PAR PETROLEUM CORP/CO DE 1.01,2.01,2.03, 12/27/12 7.01,9.01 PATHEON INC 8.01,9.01 12/31/12 PennantPark Floating Rate Capital Ltd 7.01,9.01 01/02/13 PennantPark Floating Rate Capital Ltd 7.01,9.01 01/02/13 PENNANTPARK INVESTMENT CORP 7.01 01/02/13 PEOPLES BANCORP INC OH 8.01,9.01 01/02/13 Phillips Edison - ARC Shopping Center MD 8.01,9.01 01/03/13 PIER 1 IMPORTS INC/DE DE 7.01,9.01 01/03/13 PINNACLE AIRLINES CORP DE 1.01 01/03/13 Polar Petroleum Corp. 1.01,3.02,9.01 12/18/12 PRESSURE BIOSCIENCES INC MA 1.01,5.03,9.01 01/03/13 PRIVATEBANCORP, INC DE 5.02 01/03/13 PRIVATEBANCORP, INC DE 7.01,9.01 01/03/13 PROGRESS SOFTWARE CORP /MA MA 2.02,9.01 01/03/13 PROSPERITY BANCSHARES INC TX 8.01,9.01 01/01/13 QAD INC DE 1.01,9.01 12/28/12 QR Energy, LP DE 1.01,2.01,7.01,9.01 12/28/12 Quadrant 4 Systems Corp FL 5.02,9.01 12/28/12 REPLIGEN CORP DE 1.01,9.01 12/28/12 REPROS THERAPEUTICS INC. DE 8.01,9.01 01/03/13 RETAIL OPPORTUNITY INVESTMENTS CORP DE 8.01,9.01 08/01/12 RETAIL OPPORTUNITY INVESTMENTS CORP DE 8.01,9.01 11/08/12 RETAIL OPPORTUNITY INVESTMENTS CORP DE 5.02,9.01 01/02/13 Revett Minerals Inc. A6 8.01,9.01 01/02/13 Rockdale Resources Corp CO 5.02 12/21/12 ROOMLINX INC NV 5.02,9.01 12/27/12 Rovi Corp DE 2.02,9.01 01/03/13 RREEF Property Trust, Inc. MD 7.01,9.01 01/03/13 Rubicon Technology, Inc. DE 1.01,2.03,8.01,9.01 01/02/13 RUSH ENTERPRISES INC \TX\ TX 8.01,9.01 12/31/12 SAFEWAY INC DE 5.02,9.01 01/02/13 SCANA CORP SC 5.02 01/02/13 SCHULMAN A INC DE 2.02,9.01 01/03/13 SEACOR HOLDINGS INC /NEW/ DE 8.01 01/02/13 SG BLOCKS, INC. DE 1.01,2.03,3.02,9.01 12/27/12 Shire plc 8.01,9.01 01/03/13 SIFCO INDUSTRIES INC OH 5.02,9.01 12/31/12 SIMMONS FIRST NATIONAL CORP AR 2.01,9.01 10/19/12 AMEND Solar Power, Inc. CA 1.01,2.03,9.01 01/02/13 SONIC CORP DE 2.02,9.01 01/03/13 SOUTH JERSEY GAS Co NJ 5.03,9.01 01/01/13 Spectra Energy Corp. DE 1.01,2.03,9.01 12/26/12 Spectrum Brands Holdings, Inc. DE 5.02,8.01,9.01 12/28/12 SPECTRUM PHARMACEUTICALS INC DE 7.01 12/31/12 STAG Industrial, Inc. 8.01 01/03/13 STAGE STORES INC NV 8.01,9.01 01/03/13 Steadfast Income REIT, Inc. MD 7.01,9.01 12/28/12 STEVEN MADDEN, LTD. DE 5.02,9.01 12/31/12 Strategic Storage Trust, Inc. MD 7.01,9.01 01/03/13 SUNPEAKS VENTURES, INC. NV 1.01,9.01 12/27/12 SYNERGY PHARMACEUTICALS, INC. DE 8.01,9.01 01/03/13 TESSCO TECHNOLOGIES INC DE 2.02,9.01 01/02/13 Texas Gulf Energy Inc NV 1.01,2.01,9.01 12/28/12 TG THERAPEUTICS, INC. DE 5.02 12/28/12 TITAN INTERNATIONAL INC IL 5.02 12/28/12 TITAN PHARMACEUTICALS INC DE 8.01,9.01 12/31/12 Transocean Ltd. V8 7.01,8.01,9.01 01/03/13 TRANZYME INC DE 3.01 01/02/13 TRIAD GUARANTY INC DE 5.02 12/27/12 TrovaGene Inc. DE 8.01,9.01 01/03/13 Trucept, Inc. NV 5.03,9.01 01/03/12 TWO RIVERS WATER Co CO 7.01 01/03/13 UNIFI INC NY 1.01,9.01 12/27/12 UNIFIRST CORP MA 2.02,9.01 11/24/12 Universal Business Payment Solutions DE 5.07 12/27/12 UNIVERSAL HEALTH REALTY INCOME TRUST MD 2.01,9.01 01/03/13 URANIUM RESOURCES INC /DE/ DE 8.01,9.01 12/31/12 Vanguard Natural Resources, LLC DE 2.01,7.01,9.01 01/03/13 AMEND VHGI HOLDINGS, INC. DE 5.02,9.01 12/28/12 VIDAROO Corp 5.02,8.01,9.01 01/01/13 VISUALANT INC NV 8.01,9.01 12/28/12 VWR Funding, Inc. DE 5.02,7.01,9.01 01/03/13 WASTE CONNECTIONS, INC. DE 9.01 10/25/12 AMEND WELLCARE HEALTH PLANS, INC. DE 8.01,9.01 01/03/13 WELLS CORE OFFICE INCOME REIT INC 1.01,2.01,5.02,9.01 12/28/12 WELLS FARGO & COMPANY/MN DE 9.01 01/03/13 WORTHINGTON INDUSTRIES INC OH 2.02,7.01,9.01 12/31/12 Xstelos Holdings, Inc. DE 7.01,8.01,9.01 01/03/13 YOUNG INNOVATIONS INC MO 8.01,9.01 01/03/13 Zalicus Inc. DE 8.01,9.01 01/03/13 Zayo Group LLC DE 7.01,9.01 12/31/12 ZIPCAR INC 8.01,9.01 01/03/13 ZOGENIX, INC. DE 8.01 01/03/13 Zumiez Inc WA 7.01,9.01 01/03/13