Commission Suspends Trading in the Securities of Eight Issuers for Failure to Make Required Periodic Filings
The Securities and Exchange Commission (Commission) announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on May 22, 2013 and terminating at 11:59 p.m. EDT on June 5, 2013.
The Commission temporarily suspended trading in the securities of these eight 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.
Closed Meeting on Thursday, May 30, 2013 at 2:00 p.m.
The subject matter of the Closed Meeting will be: institution and settlement of injunctive actions; institution and settlement of administrative proceedings; consideration of amicus participation; an adjudicatory matter; 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 Charges City of South Miami with Defrauding Investors about Tax-Exempt Status of Municipal Bonds
The Commission today charged the City of South Miami, Fla., with defrauding bond investors about the tax-exempt financing eligibility of a mixed-use retail and parking structure being built in its downtown commercial district.
An SEC investigation found that the city of 11,000 residents located in Miami-Dade County borrowed approximately $12 million in two pooled, conduit bond offerings through the Florida Municipal Loan Council (FMLC). South Miami’s participation in those offerings enabled it to borrow funds at advantageous tax-exempt rates. The city represented that the project was eligible for tax-exempt financing in various documents for the second offering that were relied upon by bond counsel in rendering its tax opinion. However, South Miami failed to disclose that it had actually jeopardized the tax-exempt status of both bond offerings by impermissibly loaning proceeds from the first offering to a private developer and restructuring a lease agreement prior to the second offering.
South Miami agreed to settle the charges and retain an independent third-party consultant to oversee its policies, procedures, and internal controls for municipal bond disclosures.
“South Miami’s fraudulent conduct put bondholders in danger of incurring significant additional costs associated with their investments,” said Elaine C. Greenberg, Chief of the SEC Enforcement Division’s Municipal Securities and Public Pensions Unit. “The tax-exempt status of municipal bonds is vitally important to bond investors, and we will closely scrutinize any conduct by issuers or others that threatens that tax exemption.”
Eric I. Bustillo, Director of the SEC’s Miami Regional Office, added, “Municipalities in South Florida and elsewhere cannot rely on a lack of internal procedures or experience in debt offerings to excuse fraudulent disclosures made to investors.”
According to the SEC’s order instituting settled administrative proceedings, South Miami sought financing to develop a public parking garage. The project ultimately became a mixed-use retail and public parking structure to be developed by a for-profit developer. Under the initial lease agreement between the city and the developer, the city was responsible for all construction costs except the retail portion. The city retained full control over the operation and maintenance of the parking garage portion and all parking revenues. The developer’s limited role was critical to the city receiving the benefits of tax-exempt financing. Under IRS regulations, the project could be financed on a tax-exempt basis only if its use by the for-profit developer was kept to a minimum.
According to the SEC’s order, South Miami approved the financing for construction of the tax-exempt portion of the project and moved ahead with its participation in the initial FMLC 2002 bond pool offering. However, upon receiving a copy of the city’s lease agreement with the developer, bond counsel identified a potential tax issue with the mixed public-retail nature of the project. During subsequent conference calls with the city’s then-finance director, bond counsel communicated to city officials that no funds from the bond offering could be used to finance the retail portion of the structure.
However, the SEC found that subsequent city finance directors were unaware of the substance of these discussions or how the lease agreement affected the tax status of the bonds. Moreover, subsequent city finance directors had no previous experience, training, or guidance on disclosure requirement or tax issues in bond offerings. When the lease agreement was revised in 2005 to lease not only the retail space to the developer but the parking garage as well, the updated terms caused the project to be considered private business use, which jeopardized the tax-exempt status of the bonds. South Miami did not inform the FMLC, bond counsel, or any third parties about the project changes. Documents for the second 2006 FMLC bond pool offering contained material misrepresentations and omissions about the use of the offering’s proceeds and the altered terms of the parking garage lease.
According to the SEC’s order, annual certifications made by the city to the FMLC from 2003 to 2009 incorrectly stated that South Miami was in compliance with the terms of the loan agreements, which included representations that no event had occurred affecting the tax-exempt status of the bonds. South Miami eventually filed a material event notice with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access (EMMA) system in July 2010 that publicly acknowledged a potential adverse impact on the bonds’ tax exemption. Separately, the city settled with the IRS by paying $260,345 and defeasing a portion of the two prior bond offerings at a cost of $1.16 million. Because of the city’s settlement and payments, bondholders were not financially harmed and they’re not required to include any interest from the bonds in their gross incomes.
The SEC’s order directs South Miami to cease and desist from committing or causing any violations of Sections 17(a)(2) and (3) of the Securities Act of 1933. The city must retain an independent third-party consultant, who for three years will conduct annual reviews of the city’s policies, procedures, and practices related to its disclosures for municipal securities offerings. The city must abide by the independent consultant’s determinations and implement all recommendations. South Miami neither admitted nor denied the SEC’s findings. A full description of the undertakings can be found in the SEC’s order.
This SEC’s investigation was conducted in the Miami Regional Office by Senior Counsel Sean M. O’Neill under the supervision of Assistant Regional Director Jason R. Berkowitz, both members of the Municipal Securities and Public Pensions Unit. (Press Rel. 2013-91; Rel. 33-9494; File No. 3-15329)
Commission Charges Director’s Brother, and His Friend and His Relative, With Insider Trading in Shares of a Medical Professional Liability Insurer
The Commission yesterday charged the brother of a director, his friend, and his sister-in-law with insider trading in the securities of an East Lansing, Mich.-based holding company for a medical professional liability insurer.
The SEC alleges that John A. Stilwell misappropriated confidential information from his brother, an American Physicians Capital, Inc., (ACAP) director, about the anticipated acquisition of ACAP by another insurance company. Stilwell in turn shared this nonpublic information with his friend, Dr. Michael C. Moore, and his sister-in-law, Jillian M. Murphy. Moore and Murphy each tipped another person who purchased ACAP shares. On July 8, 2010, the date the acquisition was publicly announced, ACAP shares closed at $40.63, up $8.87, a gain of approximately 28% over the previous day’s closing price. As a result, the four tippees, who in total purchased 8,200 shares of ACAP stock between April 16 and 30, 2010, made nearly $62,000 in illegal profits.
According to the SEC’s complaint, Stilwell, a resident of New York, worked as an employee of his brother’s investment firm while his brother was serving as a member of ACAP’s board of directors. The SEC complaint further alleges that, as Stilwell’s brother and ACAP’s CEO worked towards achieving a sale of ACAP, Stilwell misappropriated material nonpublic information from his brother and disclosed it to his friend, Moore, and sister-in-law, Murphy.
Without admitting or denying the allegations in the SEC’s complaint, the defendants have consented to the entry of final judgments permanently enjoining them from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The defendants also consented to pay a total of about $167,000 in disgorgement, prejudgment interest, and civil penalties. The proposed settlement remains subject to the court’s approval. (LR-22705)
Commission Orders Hearings on Registration Suspension or Revocation against Eight 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 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 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. 34-69618; File No. 3-15328)
George Elia Sanctioned
George Elia (Elia) has been barred from the securities industry. The sanction was ordered in an administrative proceeding before an administrative law judge, following his March 2013 plea of guilty to wire fraud and conspiracy to commit mail and wire fraud. He and others, using false representations, obtained from investors over $3 million, which they misappropriated for their own personal use and benefit. (Rel. IA-3610; File No. 3-15260)
Initial Decision as to Tamir Biotechnology
An Administrative Law Judge has issued an Initial Decision as to Tamir Biotechnology, Inc. (Tamir), in Medis Technologies Ltd., Admin. Proc. File No. 3-15185. The Order Instituting Proceedings alleged that Tamir repeatedly failed to file required annual and quarterly reports while its securities were registered with the Securities and Exchange Commission. The Initial Decision finds these allegations to be true and revokes the registration of the registered securities of Tamir, pursuant to Section 12(j) of the Securities Exchange Act of 1934 (Exchange Act). The proceeding has ended as to the remaining Respondents. See Medis Technologies Ltd., Exchange Act Release No. 68991 (Feb. 27, 2013). (ID-488; File No. 3-15185)
Commission Revokes Registration of Securities of Michelex Corporation for Failure to Make Required Periodic Filings
On May 22, 2013, the Commission revoked the registration of each class of registered securities of Michelex Corporation (MLXO) for failure to make required periodic filings with the Commission.
Without admitting or denying the findings in the Order, except as to jurisdiction, which it admitted, MLXO consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Michelex Corporation finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of MLXO’s securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against MLXO in In the Matter of CoreCare Systems, Inc., et al., Administrative Proceeding File No. 3-15319.
Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:
No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked . . . . (Rel. 34-69619; File No. 3-15319)
Revocation of Registration by Default of NewTech Brake Corp.
An Administrative Law Judge has issued an Order Making Findings and Revoking Registration by Default (Default Order) in NewTech Brake Corp., Admin. Proc. File No. 3-15279. The Order Instituting Proceedings alleged that NewTech Brake Corp. repeatedly failed to file timely periodic reports while its securities were registered with the Securities and Exchange Commission. The Default Order finds these allegations to be true and revokes the registration of each class of its registered securities, pursuant to Section 12(j) of the Securities Exchange Act of 1934. (Rel. 34-69616; File No. 3-15279)
INVESTMENT COMPANY ORDERS
Corporate Capital Trust, Inc., et al.
An order has been issued on an application filed by Corporate Capital Trust, Inc., et al. under Sections 57(a)(4) and 57(i) of the Investment Company Act of 1940 (Act) and Rule 17d-1 under the Act. The order permits a business development company to co-invest with certain affiliated investment funds and accounts in portfolio companies. (Rel. IC-30526 - May 21, 2013)
ProShares Advisors LLC, et al.
A notice has been issued giving interested persons until June 17, 2013, to request a hearing on an application filed by ProShares Advisors LLC, et al., for an order to permit: (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 from 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-30527 - May 21, 2013)
Notice of Proposed Rule Change
EDGA Exchange, Inc. filed with the Securities and Exchange Commission a proposed rule change under Rule 19b-4 (SR-EDGA-2013-13) relating to the EDGA Exchange, Inc.’s routing broker dealer, as described in EDGA Rule 2.12(b). Publication is expected in the Federal Register during the week of May 20th. (Rel. 34-69613)
EDGX Exchange, Inc. filed with the Securities and Exchange Commission a proposed rule change under Rule 19b-4 (SR-EDGX-2013-17) relating to the EDGX Exchange, Inc.’s routing broker dealer, as described in EDGX Rule 2.12(b). Publication is expected in the Federal Register during the week of May 20th. (Rel. 34-69614)
NASDAQ OMX PHLX LLC filed a proposed rule change (SR-Phlx-2013-52) and Amendment No. 1 thereto to establish a Lead Market Maker Program on the NASDAQ OMX PSX market and to make related changes to the Schedule Fees and Rebates for Execution of Quotes and Orders. Publication is expected in the Federal Register during the week of May 20th. (Rel. 34-69612)
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-3 ARROWHEAD RESEARCH CORP, 225 SOUTH LAKE AVENUE, SUITE 1050, PASADENA, CA, 91101, 626-304-3400 - 0 ($43,869,430.00) Equity, (File 333-188718 - May. 21) (BR. 01B) S-8 Revolution Lighting Technologies, Inc., 124 FLOYD SMITH DRIVE, SUITE 300, CHARLOTTE, NC, 28262, 704-405-0419 - 1,500,000 ($5,895,000.00) Equity, (File 333-188719 - May. 21) (BR. 06B) S-1 Stevia Corp, 7117 US 31 S, INDIANAPOLIS, IN, 46227, 888-250-2566 - 5,290,665 ($1,412,607.55) Equity, (File 333-188720 - May. 21) (BR. 05C) S-11 Waypoint Homes Realty Trust, Inc., 1999 HARRISON STREET, 26TH FLOOR, OAKLAND, CA, 94612, (510) 250-2200 - 0 ($100,000,000.00) Equity, (File 333-188721 - May. 21) (BR. 08) S-8 PIONEER ENERGY SERVICES CORP, 1250 N.E. LOOP 410, SUITE 1000, SAN ANTONIO, TX, 78209, 2108287689 - 1,350,000 ($9,996,750.00) Equity, (File 333-188722 - May. 21) (BR. 04B) S-3ASR RACKSPACE HOSTING, INC., 5000 WALZEM RD., SAN ANTONIO, TX, 78218, 2103124000 - 108,645 ($4,369,701.90) Equity, (File 333-188723 - May. 21) (BR. 03B) S-8 CenterState Banks, Inc., 1101 FIRST ST. S., SUITE 202, WINTER HAVEN, FL, 33880, 8632932600 - 1,600,000 ($13,920,000.00) Equity, (File 333-188725 - May. 21) (BR. 07C) S-8 ONCOSEC MEDICAL Inc, 4690 EXECUTIVE DRIVE SUITE 250, SAN DIEGO, CA, 92121, (855) 662-6732 - 0 ($1,026,000.00) Equity, (File 333-188726 - May. 21) (BR. 02C) S-8 Interval Leisure Group, Inc., 6262 SUNSET DRIVE, MIAMI, FL, 33143, (305) 666-1861 - 0 ($74,556,227.00) Equity, (File 333-188727 - May. 21) (BR. 08C) S-3 M/A-COM Technology Solutions Holdings, Inc., 100 CHELMSFORD STREET, LOWELL, MA, 01851, (978) 656-2500 - 0 ($125,142,380.00) Equity, (File 333-188728 - May. 21) (BR. 10B) S-8 MACK CALI REALTY CORP, 343 THORNALL STREET, EDISON, NJ, 08837-2206, 7325901000 - 0 ($129,720,000.00) Equity, (File 333-188729 - May. 21) (BR. 08B) S-8 Discovery Communications, Inc., 1 DISCOVERY PLACE, SILVER SPRING, MD, 20910, (240) 662-2000 - 0 ($3,125,200,000.00) Other, (File 333-188730 - May. 21) (BR. 11C) S-8 PETROQUEST ENERGY INC, 400 E KALISTE SALOOM RD SUITE 6000, LAFAYETTE, LA, 70508, 3372327028 - 4,500,000 ($20,970,000.00) Equity, (File 333-188731 - May. 21) (BR. 04A) S-8 OMNICOM GROUP INC., 437 MADISON AVE, NEW YORK, NY, 10022, 2124153600 - 0 ($2,082,180,800.00) Equity, (File 333-188732 - May. 21) (BR. 11A) S-8 PRICELINE COM INC, 800 CONNECTICUT AVE, NORWALK, CT, 06854, 203-299-8000 - 0 ($244,038,389.36) Equity, (File 333-188733 - May. 21) (BR. 02B) S-3 CADIZ INC, 550 SOUTH HOPE STREET, SUITE 2850, LOS ANGELES, CA, 90071, 213-271-1600 - 9,693,141 ($53,554,604.03) Debt Convertible into Equity, (File 333-188734 - May. 21) (BR. 02C) S-8 COTT CORP /CN/, 6525 VISCOUNT RD, MISSISSAUGA, A6, 00000, 9056721900 - 8,000,000 ($71,240,000.00) Other, (File 333-188735 - May. 21) (BR. 09B) S-8 ALICO INC, 10070 DANIELS INTERSTATE COURT STE. 100, FT. MYERS,, FL, 33913, 239-226-2000 - 0 ($15,697,500.00) Equity, (File 333-188736 - May. 21) (BR. 05A) S-8 VERTEX PHARMACEUTICALS INC / MA, 130 WAVERLY STREET, CAMBRIDGE, MA, 02139-4242, 6173416100 - 3,300,000 ($256,014,000.00) Equity, (File 333-188737 - May. 21) (BR. 01B) S-8 Bridgepoint Education Inc, 13500 EVENING CREEK DR. #600, SAN DIEGO, CA, 92128, 858-668-2586 - 2,038,683 ($25,249,088.95) Equity, (File 333-188738 - May. 21) (BR. 11C) S-8 Tiger Media, Inc., ROOM 902 AND 903, 500 WEIHAI ROAD, JING AN DISTRICT, SHANGHAI, F4, 200041, 86-21-5401-0959 - 0 ($1,575,000.00) Equity, (File 333-188739 - May. 21) (BR. 11A) S-8 BLUE NILE INC, 411 FIRST AVE S, STE 700, SEATTLE, WA, 98104, 2063366700 - 3,314,901 ($106,839,259.23) Equity, (File 333-188740 - May. 21) (BR. 02C) S-8 First Internet Bancorp, 8888 KEYSTONE CROSSING, SUITE 1700, INDIANAPOLIS, IN, 46240, 317-532-7900 - 546,876 ($14,371,901.00) Equity, (File 333-188741 - May. 21) (BR. 07) S-8 REPLICEL LIFE SCIENCES INC., SUITE 2020 - 401 WEST GEORGIA STREET, VANCOUVER BC, A1, V6B 5A1, 604-248-8730 - 4,666,860 ($2,100,087.00) Equity, (File 333-188742 - May. 21) (BR. 09B) S-3 GreenHaven Continuous Commodity Index Fund, C/O GREENHAVEN COMMODITY SERVICES, 3340 PEACHTREE ROAD, SUITE 1910, ATLANTA, GA, 30326, 800-845-8103 - 0 ($1,661,030,000.00) Equity, (File 333-188743 - May. 21) (BR. 08B)
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 ================================================================================================ 3PEA INTERNATIONAL, INC. NV 2.02,9.01 05/15/13 ACORDA THERAPEUTICS INC 8.01,9.01 05/21/13 Actavis, Inc. NV 7.01,8.01 05/19/13 ADCARE HEALTH SYSTEMS INC OH 3.02 05/15/13 ADVANCED MEDICAL ISOTOPE Corp DE 3.02,3.03 05/15/13 ALBANY INTERNATIONAL CORP /DE/ DE 2.05,7.01,9.01 05/20/13 ALIGN TECHNOLOGY INC DE 5.07 05/16/13 Allied Nevada Gold Corp. DE 5.02 05/20/13 ALLSTATE CORP DE 5.02,5.07,9.01 05/21/13 Alternative Energy Partners, Inc. FL 5.02 05/17/13 AMAG PHARMACEUTICALS INC. DE 8.01 05/21/13 AMBIT BIOSCIENCES CORP DE 3.02,5.03,9.01 05/21/13 AMERICAN BIO MEDICA CORP NY 2.04,8.01 05/20/13 American Realty Capital Trust IV, Inc MD 1.01,9.01 05/21/13 AMERICAN SCIENCE & ENGINEERING, INC. MA 5.02 05/16/13 AMERICAN STATES WATER CO CA 8.01,9.01 05/20/13 AMERISOURCEBERGEN CORP DE 5.02,9.01 05/16/13 AMERISOURCEBERGEN CORP DE 7.01,8.01,9.01 05/17/13 AMREP CORP. OK 8.01,9.01 05/21/13 AMSURG CORP TN 7.01,9.01 05/21/13 ANALOG DEVICES INC MA 2.02,9.01 05/21/13 ANALYSTS INTERNATIONAL CORP 5.07,9.01 05/21/13 ANGIODYNAMICS INC DE 7.01,9.01 05/21/13 ASHFORD HOSPITALITY TRUST INC MD 7.01,9.01 05/21/13 ASHLAND INC. KY 8.01,9.01 05/20/13 ASIAINFO-LINKAGE, INC DE 1.01,9.01 05/12/13 ASPEN GROUP, INC. DE 7.01,9.01 05/20/13 ASTRO MED INC /NEW/ RI 2.02,9.01 05/21/13 AUTOZONE INC NV 2.02,9.01 05/21/13 AUXILIUM PHARMACEUTICALS INC DE 7.01,9.01 05/21/13 AVID TECHNOLOGY, INC. DE 3.01,4.02,7.01 05/21/13 B&G Foods, Inc. DE 1.01,8.01,9.01 05/20/13 B&G Foods, Inc. DE 5.07 05/16/13 BALTIA AIR LINES INC NY 2.01 05/21/13 Baltic Trading Ltd 1T 8.01,9.01 05/21/13 Be Active Holdings, Inc. DE 1.01,2.01,3.02, 01/09/13 AMEND 5.01,5.02,5.06,5.07,9.01 BEHRINGER HARVARD MULTIFAMILY REIT I 7.01,9.01 05/21/13 BEST BUY CO INC MN 2.02,7.01,9.01 05/21/13 BIG LOTS INC OH 8.01 05/20/13 BioDrain Medical, Inc. MN 2.02,9.01 05/15/13 BIOMET INC IN 8.01,9.01 05/21/13 BioNeutral Group, Inc NV 1.01,2.03,3.02,9.01 05/21/13 Biozoom, Inc. NV 1.01,8.01,9.01 05/21/13 BOISE CASCADE Co DE 1.01,2.03,9.01 05/15/13 BON TON STORES INC PA 8.01,9.01 05/21/13 BOWL AMERICA INC MD 1.01,9.01 05/20/13 BROWN & BROWN INC FL 1.01,7.01,9.01 05/21/13 BUCKEYE PARTNERS, L.P. DE 8.01,9.01 05/21/13 BUCKEYE PARTNERS, L.P. DE 7.01,9.01 05/21/13 BUFFALO WILD WINGS INC MN 5.07 05/15/13 C&J Energy Services, Inc. DE 5.07 05/20/13 CABCO SERIES 2004-101 TRUST (GOLDMAN 8.01,9.01 05/15/13 CACI INTERNATIONAL INC /DE/ DE 5.02 05/17/13 CALLON PETROLEUM CO DE 1.01,2.03,7.01,9.01 05/13/13 CAMBIUM LEARNING GROUP, INC. 5.07 05/15/13 CAPITAL ONE FINANCIAL CORP DE 7.01 05/21/13 CAPITOL BANCORP LTD MI 8.01,9.01 05/21/13 CAPSTONE COMPANIES, INC. FL 8.01,9.01 05/15/13 CC Media Holdings Inc 8.01,9.01 05/21/13 CHAMBERS STREET PROPERTIES MD 8.01,9.01 05/21/13 Chefs' Warehouse, Inc. DE 5.07 05/17/13 CHEMED CORP DE 5.07 05/20/13 China Auto Logistics Inc NV 8.01,9.01 05/20/13 China Electronics Holdings, Inc. NV 4.02 05/15/13 AMEND CHINA GENGSHENG MINERALS, INC. NV 2.02,9.01 05/21/13 China Logistics Group Inc FL 4.02 05/07/13 AMEND CHINA SHEN ZHOU MINING & RESOURCES, I NV 5.02 05/19/13 ChinaNet Online Holdings, Inc. NV 2.02,8.01,9.01 05/21/13 CHUGACH ELECTRIC ASSOCIATION INC AK 5.03,9.01 05/16/13 CHUGACH ELECTRIC ASSOCIATION INC AK 5.02,9.01 05/16/13 Clear Channel Capital I, LLC DE 8.01,9.01 05/21/13 CLEAR CHANNEL COMMUNICATIONS INC TX 8.01,9.01 05/21/13 Clearwire Corp /DE DE 8.01,9.01 05/21/13 Clearwire Corp /DE DE 8.01,9.01 05/21/13 CNO Financial Group, Inc. DE 1.01,9.01 05/20/13 COLE CORPORATE INCOME TRUST, INC. MD 1.01,7.01,9.01 05/17/13 Command Center, Inc. WA 5.02,9.01 04/17/13 Comverse, Inc. DE 5.02 05/16/13 CONAGRA FOODS INC /DE/ DE 2.05 05/16/13 CONTINENTAL MATERIALS CORP DE 8.01,9.01 05/21/13 CORCEPT THERAPEUTICS INC DE 5.07 05/17/13 CORNERSTONE BANCSHARES INC TN 7.01 05/21/13 CORNING NATURAL GAS CORP NY 8.01 05/17/13 Corporate Resource Services, Inc. DE 2.02,8.01,9.01 05/21/13 Corporate Resource Services, Inc. DE 8.01,9.01 05/21/13 CRAWFORD & CO GA 7.01,9.01 05/21/13 CROWN CRAFTS INC DE 1.01,2.03,9.01 05/21/13 CRYOLIFE INC FL 5.07 05/15/13 CSG SYSTEMS INTERNATIONAL INC DE 5.07 05/16/13 CSS INDUSTRIES INC DE 2.02,9.01 05/21/13 CTC Media, Inc. 8.01,9.01 05/17/13 CVB FINANCIAL CORP CA 8.01 05/21/13 CVR ENERGY INC DE 7.01,9.01 05/21/13 CVR PARTNERS, LP DE 7.01,9.01 05/21/13 CYBEROPTICS CORP MN 5.07 05/17/13 Cyclacel Pharmaceuticals, Inc. DE 8.01,9.01 05/21/13 DATA I/O CORP WA 7.01 05/21/13 DDR CORP OH 8.01,9.01 05/16/13 DELCATH SYSTEMS, INC. DE 5.07 05/16/13 DEX MEDIA, INC. DE 4.01,9.01 05/15/13 DIAGNOSTIC IMAGING INTERNATIONAL CORP NV 8.01,9.01 05/02/13 Dialogic Inc. DE 1.01,8.01 05/20/13 DIAMOND OFFSHORE DRILLING INC DE 7.01,9.01 05/21/13 DICKS SPORTING GOODS INC DE 2.02,8.01,9.01 05/20/13 DILLARDS INC DE 5.07 05/18/13 Diversified Resources Inc. 4.01 05/20/13 Diversified Resources Inc. 4.01,9.01 05/14/13 AMEND DOMINION RESOURCES BLACK WARRIOR TRUS DE 2.02,9.01 05/20/13 Dr Pepper Snapple Group, Inc. DE 7.01,9.01 05/21/13 DUKE REALTY CORP IN 1.01,3.02,9.01 05/21/13 DYNEGY INC. DE 1.01,2.03,7.01,9.01 05/15/13 EAGLE ROCK ENERGY PARTNERS L P DE 7.01,9.01 05/21/13 ELITE PHARMACEUTICALS INC /NV/ NV 5.02,9.01 05/15/13 Entergy Louisiana, LLC TX 8.01,9.01 05/21/13 EveryWare Global, Inc. DE 1.01,3.02,8.01,9.01 05/20/13 FARMERS & MERCHANTS BANCORP INC OH 8.01,9.01 05/21/13 FARMERS NATIONAL BANC CORP /OH/ OH 7.01,9.01 05/21/13 Federal Home Loan Bank of Atlanta X1 2.03 05/15/13 Federal Home Loan Bank of Chicago X1 2.03 05/15/13 Federal Home Loan Bank of Des Moines X1 2.03,9.01 05/16/13 Federal Home Loan Bank of Indianapoli X1 2.03,9.01 05/21/13 Federal Home Loan Bank of New York X1 2.03,9.01 05/15/13 Federal Home Loan Bank of Pittsburgh PA 2.03,9.01 05/15/13 Federal Home Loan Bank of San Francis X1 2.03 05/15/13 Federal Home Loan Bank of Seattle 2.03 05/15/13 Federal Home Loan Bank of Topeka 2.03,9.01 05/15/13 FIFTH THIRD BANCORP OH 1.01,2.03 05/21/13 First Community Financial Partners, I IL 5.07 05/16/13 FIRST FINANCIAL BANCORP /OH/ OH 7.01,9.01 05/21/13 FIRST FINANCIAL SERVICE CORP KY 1.01,5.03,9.01 05/03/13 FIRST KEYSTONE CORP PA 5.07,7.01,9.01 05/16/13 FLAGSTAR BANCORP INC MI 5.02,7.01,9.01 05/21/13 FLOTEK INDUSTRIES INC/CN/ DE 5.02,5.07,7.01,9.01 05/17/13 FNB CORP/FL/ FL 7.01,8.01,9.01 05/21/13 FNB United Corp. NC 8.01,9.01 05/21/13 FOOT LOCKER INC NY 5.07 05/15/13 Ford Credit Auto Owner Trust 2013-B 1.01,9.01 05/21/13 Ford Credit Auto Owner Trust 2013-B 8.01,9.01 05/21/13 Fortress International Group, Inc. DE 7.01,9.01 05/20/13 Fortress International Group, Inc. DE 7.01,9.01 05/21/13 FORUM ENERGY TECHNOLOGIES, INC. DE 5.07 05/17/13 FTI CONSULTING INC MD 8.01,9.01 05/21/13 Fuse Science, Inc. NV 7.01,9.01 05/17/13 FX ENERGY INC NV 8.01,9.01 05/21/13 GENTEX CORP MI 5.02,9.01 05/17/13 GILLA INC. NV 8.01,9.01 05/21/13 Globalstar, Inc. DE 7.01,9.01 05/21/13 GRANT PARK FUTURES FUND LIMITED PARTN IL 7.01,9.01 05/21/13 Greektown Superholdings, Inc. DE 5.02 05/20/13 HALLIBURTON CO DE 5.02,5.07 05/15/13 HALLMARK FINANCIAL SERVICES INC NV 7.01 05/21/13 HAMPSHIRE GROUP LTD DE 1.01,5.02,9.01 05/15/13 HAMPSHIRE GROUP LTD DE 5.02,9.01 05/21/13 HANDY & HARMAN LTD. DE 7.01,9.01 05/21/13 HASTINGS ENTERTAINMENT INC TX 2.02,9.01 05/20/13 HERBALIFE LTD. E9 4.01,8.01,9.01 05/21/13 HOME DEPOT INC DE 2.02,9.01 05/21/13 Homeowners Choice, Inc. FL 1.01,5.02,9.01 05/16/13 HOPFED BANCORP INC DE 5.07 05/15/13 HOSPITALITY PROPERTIES TRUST MD 5.02,5.07,8.01,9.01 05/15/13 ICF International, Inc. DE 5.02 05/18/13 IDACORP INC ID 5.02,5.07 05/16/13 IEC ELECTRONICS CORP DE 3.01,7.01,9.01 05/20/13 Independence Bancshares, Inc. SC 5.02,5.07 05/15/13 INOVIO PHARMACEUTICALS, INC. 5.03,5.07,9.01 05/17/13 Inrad Optics, Inc. NJ 2.02,9.01 05/21/13 INTEGRATED ELECTRICAL SERVICES INC DE 7.01 05/21/13 INTEGRATED FREIGHT Corp FL 4.01,9.01 05/21/13 INTEL CORP DE 5.02,5.07 05/16/13 INTERCLOUD SYSTEMS, INC. 5.07 05/15/13 INTERNATIONAL LEASE FINANCE CORP CA 7.01,9.01 05/21/13 INTERNATIONAL TEXTILE GROUP INC DE 5.02 05/16/13 INTUIT INC DE 2.02,8.01,9.01 05/21/13 INVACARE CORP OH 5.02,5.07,9.01 05/16/13 INVENTURE FOODS, INC. DE 5.02,5.07,8.01,9.01 05/15/13 INVESTMENT TECHNOLOGY GROUP INC DE 8.01 05/21/13 IZEA, Inc. NV 5.02 05/16/13 J2 GLOBAL, INC. DE 7.01 05/21/13 JAKKS PACIFIC INC DE 5.02,9.01 05/15/13 JUNIATA VALLEY FINANCIAL CORP PA 5.07 05/21/13 KAYAK Software Corp DE 2.01,3.01,3.03, 05/21/13 5.01,5.02,5.03,8.01,9.01 KENILWORTH SYSTEMS CORP NY 4.01 05/21/13 KID BRANDS, INC NJ 2.02,9.01 05/21/13 KIMCO REALTY CORP MD 5.02 05/17/13 KINDRED HEALTHCARE, INC DE 8.01,9.01 05/20/13 L & L ENERGY, INC. NV 1.01,8.01,9.01 05/15/13 LAKELAND INDUSTRIES INC DE 2.02,3.01,8.01,9.01 05/21/13 Laredo Petroleum Holdings, Inc. DE 1.01,7.01,9.01 05/21/13 LCA VISION INC DE 5.07,7.01,9.01 05/21/13 Lehigh Gas Partners LP DE 7.01,9.01 05/21/13 LENCO MOBILE INC. DE 5.02 05/16/13 LENNOX INTERNATIONAL INC DE 5.07 05/16/13 Li3 Energy, Inc. NV 1.01,7.01,8.01,9.01 05/21/13 Liberty Global, Inc. DE 7.01 05/20/13 LIFE PARTNERS HOLDINGS INC TX 8.01,9.01 05/20/13 LIFELOCK, INC. DE 1.01,9.01 05/17/13 Lightwave Logic, Inc. NV 5.02,9.01 05/17/13 LNB BANCORP INC OH 7.01,9.01 05/21/13 Macquarie Infrastructure CO LLC DE 5.07 05/20/13 Macy's, Inc. DE 5.07 05/21/13 MAGNUM HUNTER RESOURCES CORP DE 1.01,2.03,9.01 05/15/13 Marathon Patent Group, Inc. NV 7.01,9.01 05/21/13 MARINE PETROLEUM TRUST TX 7.01,9.01 05/20/13 Matador Resources Co TX 7.01,9.01 05/21/13 McEwen Mining Inc. CO 5.07,7.01,9.01 05/16/13 MEDTRONIC INC MN 2.02,9.01 05/21/13 METLIFE INC DE 2.02,7.01,9.01 05/21/13 MF Global Holdings Ltd. DE 7.01,9.01 05/15/13 Minerco Resources, Inc. NV 1.01,3.02 05/16/13 MMRGlobal, Inc. DE 2.02,9.01 05/15/13 MULTI COLOR Corp OH 2.02,9.01 05/21/13 NATIONAL SECURITY GROUP INC DE 5.07 05/17/13 NetApp, Inc. CA 2.02,2.05,9.01 05/16/13 NetSpend Holdings, Inc. DE 8.01,9.01 05/20/13 New Global Energy, Inc. 2.01,3.02,7.01 05/20/13 NEWPARK RESOURCES INC DE 7.01,9.01 05/20/13 Niska Gas Storage Partners LLC DE 7.01,9.01 05/16/13 NORTHEAST COMMUNITY BANCORP INC X1 5.07 05/21/13 Northern Tier Energy LP DE 5.02 05/20/13 Northfield Bancorp, Inc. DE 7.01 05/21/13 NORTHRIM BANCORP INC AK 5.07 05/16/13 NVIDIA CORP DE 5.07 05/15/13 NxStage Medical, Inc. DE 1.01 05/15/13 OLD SECOND BANCORP INC DE 7.01,9.01 05/21/13 OmniAmerican Bancorp, Inc. MD 5.07,9.01 05/21/13 OPEN TEXT CORP A6 5.02 05/20/13 Orient Paper Inc. NV 2.02,9.01 05/15/13 Palmerston Stock Agency, Inc. DE 1.01,5.01,5.02 05/13/13 Panache Beverage, Inc. 1.01,2.03 05/15/13 PARKS AMERICA, INC NV 5.02,9.01 05/20/13 PARKWAY PROPERTIES INC MD 5.02,5.07,9.01 05/16/13 PATHEON INC 5.02 05/17/13 PEPCO HOLDINGS INC DE 7.01,9.01 05/20/13 PERMIAN BASIN ROYALTY TRUST TX 2.02,9.01 05/20/13 PHARMACYCLICS INC DE 7.01,9.01 05/21/13 Philip Morris International Inc. VA 8.01,9.01 05/21/13 PINNACLE WEST CAPITAL CORP AZ 5.02,5.07,8.01 05/15/13 PIONEER ENERGY SERVICES CORP TX 5.02,5.07,9.01 05/21/13 PLAINS ALL AMERICAN PIPELINE LP DE 7.01 05/21/13 PNC FINANCIAL SERVICES GROUP, INC. PA 2.02,9.01 05/21/13 PRICELINE COM INC DE 2.01,8.01,9.01 05/21/13 Professional Diversity Network, Inc. IL 7.01,9.01 05/21/13 ProPhase Labs, Inc. NV 5.07 05/06/13 AMEND ProText Mobility, Inc. DE 5.02 05/20/13 PRUDENTIAL BANCORP INC OF PENNSYLVANI 5.02,9.01 05/15/13 PUBLIC SERVICE ENTERPRISE GROUP INC NJ 7.01,9.01 05/21/13 RAYONIER INC NC 5.07 05/16/13 RECEIVABLE ACQUISITION & MANAGEMENT C DE 2.01,3.02,5.02,9.01 05/15/13 RED ROBIN GOURMET BURGERS INC DE 2.02,9.01 05/21/13 REDWOOD TRUST INC MD 5.02,5.03,5.07,9.01 05/16/13 REGIONS FINANCIAL CORP DE 5.02,5.07 05/16/13 RENAISSANCERE HOLDINGS LTD D0 8.01,9.01 05/20/13 RESEARCH FRONTIERS INC DE 7.01,9.01 05/20/13 REVA Medical, Inc. DE 7.01,9.01 05/21/13 Rexnord Corp DE 2.02,9.01 05/21/13 RIMAGE CORP MN 7.01,9.01 05/21/13 Rock-Tenn CO GA 7.01,9.01 05/21/13 Roundy's, Inc. DE 5.07 05/17/13 RUSH ENTERPRISES INC \TX\ TX 5.02,5.03,9.01 05/20/13 RUSH ENTERPRISES INC \TX\ TX 5.07 05/21/13 Sabra Health Care REIT, Inc. MD 7.01,9.01 05/21/13 Sabra Health Care REIT, Inc. MD 8.01,9.01 05/20/13 SAKS INC TN 2.02,9.01 05/21/13 SALIX PHARMACEUTICALS LTD 8.01,9.01 05/17/13 Sanwire Corp 1.01 05/21/13 SCHWAB CHARLES CORP DE 5.02,5.07,9.01 05/16/13 Sector 5, Inc. NV 4.01,9.01 05/14/13 AMEND Sensata Technologies Holding N.V. P7 8.01 05/21/13 Sentio Healthcare Properties Inc MD 5.07 05/20/13 Shire plc 8.01,9.01 05/21/13 SILVERSTAR MINING CORP. NV 2.01,3.02,5.01,9.01 02/15/13 AMEND SIRIUS XM RADIO INC. DE 7.01,9.01 05/21/13 SKYWEST INC UT 8.01,9.01 05/16/13 SL GREEN REALTY CORP MD 8.01,9.01 05/21/13 SMART ABS Series 2013-2US Trust C3 1.01,8.01,9.01 05/15/13 SolarWinds, Inc. DE 1.01,7.01,9.01 05/17/13 SOMERSET HILLS BANCORP NJ 8.01,9.01 05/20/13 SONO TEK CORP NY 7.01,9.01 05/20/13 SORL Auto Parts Inc DE 2.02,9.01 05/15/13 SOUNDBITE COMMUNICATIONS INC 1.01,8.01,9.01 05/20/13 SOUTHWESTERN ENERGY CO DE 2.01,8.01,9.01 05/15/13 SP Bancorp, Inc. MD 5.07 05/16/13 SPANISH BROADCASTING SYSTEM INC DE 4.01,9.01 05/09/13 AMEND SPECTRUM PHARMACEUTICALS INC DE 7.01 05/20/13 SPRINGLEAF FINANCE CORP IN 8.01,9.01 05/21/13 Steel Excel Inc. DE 7.01,8.01,9.01 05/21/13 STEEL PARTNERS HOLDINGS L.P. DE 7.01,9.01 05/21/13 Stevia Corp NV 2.02,9.01 05/21/13 Strategic Storage Trust, Inc. MD 7.01,9.01 05/21/13 Summer Infant, Inc. DE 7.01,9.01 05/21/13 SUPERVALU INC DE 1.01,2.03,8.01,9.01 05/16/13 SYKES ENTERPRISES INC FL 5.07 05/21/13 Symetra Financial CORP DE 8.01 05/17/13 SYNERGY PHARMACEUTICALS, INC. DE 7.01,9.01 05/21/13 Technologies Scan Corp A8 1.01,9.01 05/17/13 TELEPHONE & DATA SYSTEMS INC /DE/ DE 2.01,8.01,9.01 05/16/13 TENNECO INC DE 5.02,9.01 05/15/13 THERAGENICS CORP DE 5.07 05/21/13 THERAVANCE INC DE 8.01,9.01 05/21/13 TIDEWATER INC DE 8.01,9.01 05/17/13 TIFFANY & CO DE 5.07 05/16/13 TIME WARNER CABLE INC. DE 5.07 05/16/13 Titan Iron Ore Corp. NV 1.01,3.02,9.01 05/21/13 TJX COMPANIES INC /DE/ DE 2.02,9.01 05/21/13 TOTAL SYSTEM SERVICES INC GA 8.01 05/20/13 TOTAL SYSTEM SERVICES INC GA 9.01 05/08/13 AMEND Trade Street Residential, Inc. MD 1.01,2.01, 05/17/13 2.03,7.01,9.01 Transocean Ltd. V8 8.01,9.01 05/21/13 TrueBlue, Inc. WA 5.07 05/15/13 TRUSTCO BANK CORP N Y NY 8.01,9.01 05/21/13 UIL HOLDINGS CORP CT 7.01,9.01 05/21/13 ULTIMATE SOFTWARE GROUP INC DE 5.07 05/20/13 UNITED STATES CELLULAR CORP DE 2.01,5.02,8.01,9.01 05/16/13 UNITED SURGICAL PARTNERS INTERNATIONA DE 7.01,9.01 05/21/13 UNIVERSAL CORP /VA/ VA 2.02,8.01 05/21/13 URANIUM RESOURCES INC /DE/ DE 5.02,8.01,9.01 05/17/13 URBAN OUTFITTERS INC PA 2.02,9.01 05/20/13 US AIRWAYS GROUP INC DE 8.01,9.01 05/21/13 US BANCORP \DE\ DE 7.01,9.01 05/21/13 Valeant Pharmaceuticals International A6 5.07 05/21/13 VALERO ENERGY CORP/TX DE 7.01,9.01 05/21/13 VCA ANTECH INC DE 5.07 05/20/13 ViewPoint Financial Group Inc. 7.01,9.01 05/21/13 Viggle Inc. DE 8.01,9.01 05/20/13 VIVUS INC CA 1.01,2.03,3.02,9.01 05/21/13 VUMEE INC. NV 7.01 05/21/13 WashingtonFirst Bankshares, Inc. VA 5.02 05/17/13 WEBSENSE INC DE 1.01,9.01 05/19/13 Western Refining, Inc. DE 7.01 05/21/13 Wheeler Real Estate Investment Trust, MD 8.01,9.01 05/15/13 WideOpenWest Finance, LLC DE 7.01,9.01 05/20/13 WIDEPOINT CORP DE 2.02,9.01 05/15/13 WNC HOUSING TAX CREDIT FUND IV L P SE CA 2.02,9.01 05/21/13 WNC HOUSING TAX CREDIT FUND IV L P SE CA 2.02,9.01 05/21/13 WNC HOUSING TAX CREDIT FUND V LP SERI CA 2.02,9.01 05/21/13 Woodgate Energy Corp DE 3.02,5.01,5.02 05/16/13 XILINX INC DE 5.02 05/15/13 Xylem Inc. IN 7.01,9.01 05/21/13 ZIONS BANCORPORATION /UT/ UT 3.03,5.03,8.01,9.01 05/17/13