Federal Regulators Issue Guidance on Reporting Financial Abuse of Older Adults
Seven federal regulatory agencies today issued guidance to clarify that the privacy provisions of the Gramm-Leach-Bliley Act generally permit financial institutions to report suspected elder financial abuse to appropriate authorities.
The Gramm-Leach-Bliley Act generally requires that a financial institution notify consumers and give them an opportunity to opt out before providing nonpublic personal information to a third party. Today's guidance clarifies that it is generally acceptable under the law for financial institutions to report suspected elder financial abuse to appropriate local, state or federal agencies.
Older adults can be attractive targets for financial exploitation and may be taken advantage of by scam artists, financial advisors, family members, caregivers, or home repair contractors. Recent studies suggest that financial exploitation is the most common form of elder abuse and that only a small fraction of incidents is reported. Older adults often are targeted because they have retirement savings, accumulated home equity, or other assets. They also are more likely to experience cognitive decline, which can impair their capacity to recognize financial exploitation and scams.
Employees of financial institutions may be able to spot irregular transactions, account activity, or behavior that signals financial abuse. They can play a key role in preventing and detecting elder financial exploitation by reporting suspicious activities to the proper authorities.
The interagency guidance is being issued by the Board of Governors of the Federal Reserve System, Consumer Financial Protection Bureau, Federal Deposit Insurance Corporation, Federal Trade Commission, National Credit Union Administration, Office of the Comptroller of the Currency, and the Securities and Exchange Commission. The Commodity Futures Trading Commission is issuing the document as staff guidance. (Press Rel. 2013-195)
Commission Suspends Trading in the Securities of Seven 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 September 24, 2013 and terminating at 11:59 p.m. EDT on October 7, 2013:
• AcuNetx, Inc. (ANTXQ)
• Alliance Pharmaceutical Corp. (ALLP)
• BBV Vietnam S.E.A. Acquisition Corp. (BBVVF)
• Cash Technologies, Inc. (CTQN)
• Conspiracy Entertainment Holdings, Inc. (CPYE)
• Dematco, Inc. (DMAT)
• Interactive Systems Worldwide, Inc. (ISWI)
The Commission temporarily suspended trading in the securities of the foregoing companies due to a lack of current and accurate information about the companies because they have not filed certain periodic reports with the Commission. 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 trading suspensions until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. Any broker or dealer with questions regarding the rule should contact the staff of the Securities and Exchange Commission in Washington, DC at (202) 551-5720. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action.
If any broker, dealer or other person has any information which may relate to this matter, they should immediately communicate it to the Delinquent Filings Branch of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-70480)
Commission Charges Former President of California-Based Investment Firm with Fraud
The Commission today charged the former president of a purported private equity real estate firm based in San Bernardino, Calif., with defrauding nearly 500 investors who purchased promissory notes under the false premise that they were secured by specific properties or other collateral.
The SEC alleges that Larry Polhill used his company American Pacific Financial Corporation (APFC) to buy and sell real estate and distressed assets, and he offered investors the opportunity to invest in the company through unregistered notes that would yield them interest payments of 5 to 17 percent per year. However, the collateral that Polhill and APFC claimed made the investments secure was often non-existent or otherwise impaired. The properties underlying the investments were sometimes even sold without notice to investors. When APFC eventually filed for bankruptcy, it named the investors as unsecured creditors who were owed nearly $160 million. None of Polhill's investment offerings were registered with the SEC.
"Polhill falsely presented investment opportunities that were safe and reliable based on collateral that didn't always exist, and his fraudulent misrepresentations left investors with nothing to show for their investments when APFC declared bankruptcy," said Michele Wein Layne, Director of the SEC's Los Angeles Regional Office.
Polhill agreed to settle the SEC's charges and be barred from acting as the officer or director of any public company. The settlement is subject to the approval of the U.S. District Court for the Central District of California, which would decide monetary sanctions at a later date.
According to the SEC's complaint, in addition to promissory notes, investors also could invest in APFC-sponsored funds that pooled investor money to make loans to APFC. The company made regularly scheduled interest payments to investors in the notes and the funds from the mid-1980s to 2007. As a result, its investor base continually grew and the company began making larger and larger investments in distressed assets by buying numerous companies out of bankruptcy. While a few of APFC's investments were successful, the vast majority failed unbeknownst to investors. Consequently, the assets held by APFC that were securing the notes and loans held by investors decreased in value. In early 2008, APFC ceased making its scheduled payments to most investors, but continued to issue newsletters, pay preferred investors, and engage in other activities designed to create a false sense of security about the investments in the company.
The SEC alleges that Polhill made several material misrepresentations to investors. Specifically, he told investors that the notes were secured by collateral when no such security interest existed. He failed to disclose that the collateral securing some investors' notes already had been pledged to other lenders. Polhill represented that he would notify investors if their collateral went into default when that was often not the case. For instance, one investor's note specifically stated it was secured by property located in Hesperia, Calif., that was owned by APFC and pledged as collateral. However, APFC sold the collateral in 2004, and neither Polhill nor APFC informed the investor that his collateral had been sold and there was no longer any asset securing the note.
The SEC's complaint charges Polhill with violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, and Section 10(b) and Rule 10b-5 of the Securities Exchange Act. Polhill has consented to the entry of an order that permanently enjoins him from violating these laws and permanently bars him from acting as an officer or director of any public company.
Commission Charges Two Bank Executives for Financial Misstatements and Failure to Disclose Probable Loss on Troubled Loan
The Commission today charged two former bank executives at Illinois-based Mercantile Bancorp with failing to recognize in financial statements a probable loss on one of the bank's largest troubled loans.
Former CEO Ted Awerkamp of Amarillo, Texas, and former CFO Michael McGrath of Quincy, Ill., agreed to settle the SEC's charges by paying penalties of $100,000 each and being barred from acting as an officer or director of a publicly traded company.
The SEC alleges that prior to the end of the third quarter in 2010, Awerkamp knew that the borrower in a shared national credit loan for a large residential real estate development to be built in Colorado Springs was unwilling or unable to contribute the necessary funds to complete the project, which served as collateral for the loan. He also knew that the collateral had declined significantly in value. After the third quarter but still weeks before the bank's quarterly report was filed, Awerkamp and McGrath also learned that the borrower missed a loan payment and declared bankruptcy. Based on these and other events, U.S. accounting rules required Mercantile to recognize a $5.28 million loan loss in its third quarter financial statements, yet the bank failed to do so.
"As bank executives, Awerkamp and McGrath had an important responsibility to share critical financial information with their shareholders and auditors," said Robert J. Burson, Associate Director of the SEC's Chicago Regional Office. "Their failure to report a probable loss on one of Mercantile's largest problem loans created a misleading impression of the bank's finances."
According to the SEC's complaint, the failure to report the loan loss caused Mercantile to falsely state that its main subsidiary bank had met certain capital ratio thresholds required by the Federal Deposit Insurance Corporation (FDIC). Mercantile also understated its net loss for the quarter and the nine months ending September 30. The bank reported those figures as $7.5 million and $11 million when they were actually at least $12.78 million and $16.28 million. Mercantile also falsely stated that its main subsidiary bank had a net income of $1.8 million for the first nine months of 2010 when it actually had a net loss of at least $3.48 million during that period.
The SEC's complaint charges Mercantile with violations of Section 17(a)(3) of the Securities Act of 1933 and Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-11 and 13a-13. Awerkamp is charged with violations of Section 17(a)(3) of the Securities Act and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13a-14, 13b2-1 and 13b2-2. He also is charged with aiding and abetting violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 12b-20, 13a-11 and 13a-13. McGrath is charged with violations of Section 17(a)(3) of the Securities Act and Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13a-14, 13b2-1 and 13b2-2. He also is charged with aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-13.
Mercantile, Awerkamp, and McGrath consented to the entry of final judgments without admitting or denying the SEC's allegations. In addition to the monetary sanctions and officer-and-director bars against Awerkamp and McGrath, they agreed to be permanently enjoined from future violations of these provisions of the securities laws.
The SEC's investigation was conducted by Jake Schmidt, Timothy T. Tatman, and James A. Davidson of the Chicago office. (Press Rel. 2013-196)
In the Matter of Timbervest, LLC, Joel Barth Shapiro, Walter William Anthony Boden, III, Donald David Zell, Jr., and Gordon Jones II
The Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act of 1940, and Section 9(b) of the Investment Company Act of 1940 and Notice of Hearing (Order) against Timbervest, LLC (Timbervest), an Atlanta, Georgia-based investment adviser that manages various timberland investment funds, and the firm's four principals: Joel Barth Shapiro (Shapiro), Walter William Anthony Boden, III (Boden), Donald David Zell, Jr. (Zell), and Gordon Jones II (Jones). The Order alleges that, in 2006 and 2007, Shapiro, Boden, Zell, and Jones received more than $1 million in unauthorized, undisclosed real estate commissions paid out of the pension plan assets of Timbervest's largest client. The Order also states that the payments were structured to conceal the fact that Boden and his partners were benefitting financially from the unauthorized transactions. The Order further alleges that Timbervest and its principals orchestrated the undisclosed and unauthorized sale of a timberland property from a fund holding that same client's pension assets to another investment fund that the firm managed.
A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Timbervest, Shapiro, Boden, Zell, and Jones with an opportunity to respond to these allegations, and to determine what sanctions, if any, are appropriate and in the public interest. As directed by the Commission, an administrative law judge shall issue an initial decision in this matter no later than 300 days from the date of service of the Order. (Rel. IA-3678)
In the Matter of Philip David Horn
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 Philip David Horn ("Horn"), formerly a registered representative in Los Angeles, California.
In the Order, the Division of Enforcement alleges that on September 19, 2012, Horn pleaded guilty to two counts of wire fraud in violation of 18 U.S.C. Section 1343 before the United States District Court for the Central District of California in the criminal action entitled United States v. Philip David Horn, Case No. 2:12-CR-678-GAF. The counts of the criminal information to which Horn pleaded guilty alleged, inter alia, that Horn knowingly and with intent to defraud, devised, participated in, and carried out a scheme to defraud investors and to obtain money and property from them by means of materially false and fraudulent pretenses, representations, promises, and the concealment of material facts.
A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Horn an opportunity to respond to these allegations, and to determine what sanctions, if any, are appropriate and in the public interest. The Order directs the administrative law judge to issue an initial decision within 210 days from the date of service of the Order. (Rel. 34-70490).
In the Matter of Owen Mark Williams
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 Owen Mark Williams (Williams). The Order finds that on September 11, 2013, a final judgment was entered by consent against Williams permanently enjoining him from future violations of Section 17(a)(2) of the Securities Act of 1933 and Section 13(b)(5) of the Securities Exchange Act of 1934 and Rules 13b2-1, 13b2-2, and 15d-14 thereunder in the civil action entitled Securities and Exchange Commission v. True North Finance Corp., et al., Civil Action Number 10-cv-3995-DWF-JJK, in the United States District Court for the District of Minnesota. The Order finds that Williams served as Chief Financial Officers of True North Finance Corporation (True North), f/k/a CS Financing Corporation, from 2007 until 2010. The Commission's complaint alleged, among other things, that Williams caused True North to improperly recognize revenue on interest from borrowers where the borrowers were not paying True North and where the borrowers' impaired financial condition meant that collectability was not reasonably assured. The complaint further alleged that this recognition of revenue departed from generally accepted accounting principles and also departed from True North's revenue recognition policy, which stated that the company would not recognize revenue when the payment of interest was 90 days past due.
Based on the above, the Order suspends Williams from appearing or practicing before the Commission as an accountant for a period of three years from that date of the Order. Williams consented to the issuance of the Order without admitting or denying the findings, except that he admitted to the entry of the final judgment. (Rel. 34-70492)
In the Matter of Diego F. Hernandez, the Wealth Management Partners, LLC, Wealth Financial, Limited Liability Company, DFHR Investments, Inc., and HD Mile High Marketing, Inc.
The Commission announced the issuance of an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 (Securities Act), Sections 15(b) and 21C of the Securities Exchange Act of 1934 (Exchange Act), Section 203(f) of the Investment Advisers Act of 1940 (Advisers Act), and Section 9(b) of the Investment Company Act of 1940 (Investment Company Act) against Diego F. Hernandez (Hernandez), pursuant to Section 8A of the Securities Act and Sections 15(b) and 21C of the Exchange Act against The Wealth Management Partners, LLC (Wealth Management), Wealth Financial, Limited Liability Company (Wealth Financial), and DFHR Investments, Inc. (DFHR), and pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act against HD Mile High Marketing, Inc. (HD Mile High). The Division of Enforcement alleges in the Order that, among other things, Hernandez, through Wealth Management, Wealth Financial, DFHR, and HD Mile High, willfully violated the antifraud provisions of the Securities Act and the Exchange Act by raising and misappropriating approximately $921,000 from 13 Colorado investors through a fraudulent offering of securities. The Division also alleges that between July 2011 and January 2013, in connection with his fraudulent offering, Hernandez, Wealth Management, Wealth Financial, and DFHR also willfully operated as unregistered brokers.
A hearing will be scheduled before an Administrative Law Judge to provide Hernandez, Wealth Management, Wealth Financial, DFHR, and HD Mile High an opportunity to respond to the allegations of the Division contained in the Order, to determine whether these allegations are true, and to determine whether remedial sanctions, a cease-and-desist order, disgorgement, and civil penalties should be ordered. As directed by the Commission, the administrative law judge shall issue an initial decision in this matter not later than 300 days from the date of service of the Order. (Rel. 33-9455)
Commission Orders Hearings on Registration Suspension or Revocation against Seven Companies for Failure to Make Required Periodic Filings
In conjunction with this trading suspension, the Commission today also instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registration of each class of the securities of seven companies for failure to make required periodic filings with the Commission:
In the Matter of AcuNetx, Inc., et al., Administrative Proceeding File No. 3-15517
• AcuNetx, Inc. (ANTXQ)
• Alliance Pharmaceutical Corp. (ALLP)
• BBV Vietnam S.E.A. Acquisition Corp. (BBVVF)
• Cash Technologies, Inc. (CTQN)
• Conspiracy Entertainment Holdings, Inc. (CPYE)
• Dematco, Inc. (DMAT)
• Interactive Systems Worldwide, Inc. (ISWI)
In this Order, the Division of Enforcement (Division) alleges that the seven issuers are delinquent in their required periodic filings with the Commission.
In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, are true. The judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-70481)
Commission Revokes Registration of Securities of Redfin Network, Inc. by Default for Failure to Make Required Periodic Filings
An Administrative Law Judge issued an Order Making Findings and Revoking Registration by Default (Default Order) in Redfin Network, Inc., Admin. Proc. File No. 3-15422. The Default Order found that Redfin Network, Inc. (Redfin Network), had securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act), and had failed to file periodic reports required by Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1 and 13a-13. Also, on September 12, 2013, Redfin Network was the subject of a Default in SEC v. Schultz, No. 13-cv-61763 (S.D. Fla.). The Default Order in this administrative proceeding finds that it is necessary and appropriate for the protection of investors to revoke the registration of each class of Redfin Network's registered securities. (Rel. 34-70479)
Investment company orders
Horizons ETFs Management (USA) LLC and Horizons ETF Trust
An order has been issued on an application filed by Horizons ETFs Management (USA) LLC and Horizons ETF Trust. 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. (IC-30695)
Franklin Templeton International Trust, Et Al.
An order has been issued on an application filed by Franklin Templeton International Trust, et al., exempting applicants from Section 15(a) of the Investment Company Act of 1940 (Act) and Rule 18f-2 under the Act, as well as from certain disclosure requirements. The order supersedes a prior order and permits the applicants to enter into and materially amend subadvisory agreements without shareholder approval and grants relief from certain disclosure requirements. (IC-30698)
American General Life Insurance Company, Et Al.
An order has been issued pursuant to Section 6(c) of the Investment Company Act of 1940 on an application filed by American General Life Insurance Company, The United States Life Insurance Company in the City of New York, SunAmerica Capital Services, Inc., Variable Separate Account, and FS Variable Separate Account (Applicants). The order permits the Applicants to recapture, under specified circumstances, payment enhancements previously applied to purchase payments under certain variable flexible premium deferred annuity contracts. (IC-30699)
Variable Insurance Trust, Et Al.
A notice has been issued giving interested persons until October 21, 2013 to request a hearing on an application filed by Variable Insurance Trust (the "Fund") and MFund Services LLC (collectively, "Applicants"). Applicants request an order pursuant to Section 6(c) of the Act granting exemptions from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder in cases where a life insurance company separate account supporting variable life insurance contracts ("VLI Accounts") holds shares of an existing portfolio of the Fund or any other "Insurance Fund," as defined below (collectively, the "Insurance Funds"), and one or more of the following other types of investors also hold shares of the Insurance Funds: (i) separate accounts registered as investment companies or separate accounts that are not registered as investment companies under the 1940 Act pursuant to exemptions from registration under Section 3(c) of the 1940 Act that fund variable annuity contracts ("VA Accounts") and VLI Accounts (VA Accounts and VLI Accounts together "Separate Accounts") issued by both affiliated life insurance companies and unaffiliated life insurance companies; (ii) trustees of qualified group pension or group retirement plans outside the Separate Account context; (iii) investment adviser(s) or affiliated person(s) of the investment adviser(s) to a series of an Insurance Fund, for the purpose of providing seed capital to a series of an Insurance Fund; and (iv) any general account of an insurance company depositor of VA Accounts and/or VLI Accounts. As used herein, an Insurance Fund is any investment company (or investment portfolio or series thereof), including an existing portfolio of the Fund, designed to be sold to VA Accounts and/or VLI Accounts and to which an Applicant or its affiliates serve or may serve in the future as investment advisers, investment subadvisers, investment managers, administrators, principal underwriters or sponsors. (IC-30700)
Immediate Effectiveness of Proposed Rule Change
A proposed rule change filed by the Financial Industry Regulatory Authority, Inc. to extend the limited waiver of the TRACE professional real-time data display fee pilot (SR-FINRA-2013-040) 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 September 23rd. (Rel. 34-70483)
A proposed rule change filed by the New York Stock Exchange LLC (SR-NYSE-2013-62) to amend its listing standard for Reverse Merger Companies set forth in Section 102.01F of the Exchange's Listed Company Manual to harmonize with Nasdaq Stock Market rules that require the timely filing of all required reports for the most recent 12-month period 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 September 23rd. (Rel. 34-70487)
A proposed rule change filed by BOX Options Exchange LLC to amend Exchange rules in order to implement the upcoming change to Friday expiration processing and eventual transition to Friday expiration for all monthly expiration contracts (SR-BOX-2013-45) has become effective under Section 19(b)(3)(A) of the Exchange Act. Publication is expected in the Federal Register during the week of September 23rd. (Rel. 34-70488)
A proposed rule change filed by The NASDAQ Stock Market LLC to modify Chapter XV, at Section 2 governing pricing for NASDAQ members using the NASDAQ Options Market ("NOM") (SR-NASDAQ-2013-120) 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 September 30th. (Rel. 34-70489)
Notice of Proposed Rule Change
The Financial Industry Regulatory Authority, Inc. filed a proposed rule change (SR-FINRA-2013-039) pursuant to Section 19(b)(1) of the Securities Exchange to clarify the classification and reporting of certain securities to FINRA. Publication is expected in the Federal Register during the week of September 23rd. (Rel. 34-70482)
Approval of a Proposed Rule Change
Pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934, the Commission has approved a proposed rule change filed by the Fixed Income Clearing Corporation (File No. SR-FICC-2013-08) to shorten the grace period for members to reconcile notifications of settlement and to increase the late fee for members that fail to reconcile notifications of settlement in a timely manner. Publication is expected in the Federal Register during the week of September 23rd. (Rel. 34-70484)
The Commission has approved a proposed rule change (SR-OCC-2013-12) filed by The Options Clearing Corporation (OCC) under Section 19(b)(2) of the Securities Exchange Act of 1934 to revise OCC By-Laws and Rules to make structural changes to OCC's Membership/Risk Committee regarding Public Directors and the process for designating Membership/Risk Committee members. Publication is expected in the Federal Register during the week of September 23rd. (Rel. 34-70486)
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 RALPH LAUREN CORP, 650 MADISON AVENUE, NEW YORK, NY, 10022, 2123187000 - 0 ($0.00) Debt, (File 333-191302 - Sep. 23) (BR. 09A) N-2 GSV Capital Corp., 2925 WOODSIDE ROAD, WOODSIDE, CA, 94062, (650) 235-4777 - 0 ($284,160,703.81) Unallocated (Universal) Shelf, (File 333-191307 - Sep. 23) (BR. 16) S-1 GENSPERA INC, 2511 N LOOP 1604 W, SUITE 204, SAN ANTONIO, TX, 78258, (210) 479-8112 - 9,060,110 ($16,406,152.00) Equity, (File 333-191308 - Sep. 23) (BR. 01A) S-8 SKYWORKS SOLUTIONS, INC., 20 SYLVAN ROAD, WOBURN, MA, 01801, 6179355150 - 4,138,366 ($105,280,031.04) Equity, (File 333-191311 - Sep. 23) (BR. 10B) S-3D Strategic Storage Trust, Inc., 111 CORPORATE DRIVE, SUITE 120, LADERA RANCH, CA, 92694, 887-872-1031 - 5,000,000 ($51,250,000.00) Equity, (File 333-191313 - Sep. 23) (BR. 08C) F-1 BLUEPHOENIX SOLUTIONS LTD, 8 MASKIT STREET, HERZLIA, L3, 46120, 972-9-952-6110 - 0 ($6,000,000.00) Equity, (File 333-191314 - Sep. 23) (BR. 03A) F-1 Evogene Ltd., 13 GAD FEINSTEIN STREET, PARK REHOVOT P.O.B 2100, REHOVOT, L3, 76121, 97289311900 - 0 ($60,000,000.00) Equity, (File 333-191315 - Sep. 23) (BR. 05B) S-1 Marcus & Millichap, Inc., 23975 PARK SORRENTO, SUITE 400, CALABASAS, CA, 91302, 818-212-2250 - 0 ($103,500,000.00) Equity, (File 333-191316 - Sep. 23) (BR. 08B) S-1 DecisionPoint Systems, Inc., 8697 RESEARCH DRIVE, IRVINE, CA, 92618, (949) 465-0065 - 4,391,000 ($2,810,240.00) Equity, (File 333-191317 - Sep. 23) (BR. 03B) S-4 CEDAR FAIR L P, ONE CEDAR POINT DRIVE, SANDUSKY, OH, 44870, 4196260830 - 0 ($500,000,000.00) Non-Convertible Debt, (File 333-191318 - Sep. 23) (BR. 05A) S-8 Liquid Holdings Group, Inc., 800 THIRD AVENUE 39TH FLOOR, NEW YORK, NY, 10022, 212-293-1836 - 0 ($14,503,925.00) Equity, (File 333-191319 - Sep. 23) (BR. 03A) S-1 Chrysler Group LLC, 1000 CHRYSLER DRIVE, AUBURN HILLS, MI, 48326, 800-247-9753 - 0 ($100,000,000.00) Equity, (File 333-191320 - Sep. 23) (BR. 05B) S-8 Texas Rare Earth Resources Corp., 539 EL PASO STREET, SIERRA BLANCA, TX, 79851, 303-597-8737 - 6,700,300 ($4,676,000.00) Equity, (File 333-191321 - Sep. 23) (BR. 09A) S-11 CatchMark Timber Trust, Inc., 6200 THE CORNERS PARKWAY, SUITE 250, NORCROSS, GA, 30092, (770) 449-7800 - 0 ($172,500,000.00) Equity, (File 333-191322 - Sep. 23) (BR. 08C) S-1 BIOCEPT INC, 5810 NANCY RIDGE DR, SAN DIEGO, CA, 92121, 858-320-8200 - 0 ($24,250,000.00) Equity, (File 333-191323 - Sep. 23) (BR. 09) S-8 RegalWorks Media, Inc., 225 SANTA MONICA BOULEVARD, SUITE 300, SANTA MONICA,, CA, 90401, 703-220-9977 - 1,900,000 ($513,000.00) Other, (File 333-191324 - Sep. 23) (BR. 06B)
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 ABIOMED INC DE 7.01 09/23/13 ACI WORLDWIDE, INC. DE 1.01,8.01,9.01 09/23/13 ADT Corp DE 8.01,9.01 09/23/13 ALL GRADE MINING, INC. CO 4.01 09/20/13 AMEND Altisource Portfolio Solutions S.A. N4 7.01,9.01 09/23/13 Altisource Residential Corp 1.01,2.03 09/23/13 Amarantus Bioscience Holdings, Inc. NV 7.01,8.01 09/23/13 American Railcar Industries, Inc. ND 5.02 09/20/13 American Residential Properties, Inc. MD 1.01,2.03,7.01,9.01 09/17/13 AMERICAN TOWER CORP /MA/ DE 1.01,2.03 09/20/13 AMR CORP DE 1.01,9.01 09/20/13 AMREP CORP. OK 5.03,5.07 09/19/13 APACHE CORP DE 5.02,9.01 09/17/13 APPLE INC CA 8.01 09/23/13 Apple REIT Eight, Inc. VA 8.01,9.01 09/23/13 Apple REIT Seven, Inc. VA 8.01,9.01 09/23/13 ARBITRON INC DE 8.01 09/20/13 ARCA biopharma, Inc. DE 5.02,5.07,9.01 09/17/13 Ascent Solar Technologies, Inc. DE 3.01 09/23/13 ASURE SOFTWARE INC DE 8.01 09/19/13 AUTODESK INC DE 5.02,5.03,9.01 09/18/13 AVIS BUDGET GROUP, INC. DE 1.01,2.03,9.01 09/18/13 BANC OF CALIFORNIA, INC. MD 5.02 09/17/13 BANK OF KENTUCKY FINANCIAL CORP KY 8.01,9.01 09/23/13 BB&T CORP NC 8.01,9.01 09/20/13 BioScrip, Inc. DE 8.01 09/23/13 BioScrip, Inc. DE 8.01,9.01 09/23/13 BISON PETROLEUM, CORP. NV 7.01,9.01 09/23/13 BLACKBAUD INC 5.02 09/18/13 BLACKSTONE MORTGAGE TRUST, INC. MD 5.02,8.01,9.01 09/20/13 Blue Water Global Group, Inc. NV 5.03,9.01 09/23/13 BSQUARE CORP /WA WA 5.02,8.01,9.01 09/17/13 CatchMark Timber Trust, Inc. MD 1.01,5.02,5.03, 09/18/13 8.01,9.01 CATHAY GENERAL BANCORP DE 5.02,8.01 09/19/13 AMEND CHART INDUSTRIES INC DE 7.01,9.01 09/23/13 CINCINNATI BELL INC OH 5.02,9.01 09/23/13 CITIBANK CREDIT CARD ISSUANCE TRUST DE 8.01,9.01 09/23/13 CITIBANK CREDIT CARD ISSUANCE TRUST DE 8.01,9.01 09/23/13 CITIBANK CREDIT CARD ISSUANCE TRUST DE 8.01,9.01 09/23/13 CLAYTON WILLIAMS ENERGY INC /DE DE 2.03,7.01,9.01 09/18/13 COLDWATER CREEK INC DE 5.02 09/19/13 COMPREHENSIVE CARE CORP DE 5.02 09/17/13 CorEnergy Infrastructure Trust, Inc. 8.01,9.01 09/18/13 CYTOKINETICS INC 8.01 09/23/13 DATARAM CORP NJ 1.01,9.01 09/23/13 AMEND Dealertrack Technologies, Inc DE 7.01,8.01,9.01 09/23/13 DEL TORO SILVER CORP. NV 1.01,3.02,9.01 09/20/13 Dialogic Inc. DE 5.02,9.01 09/17/13 DIGITAL ANGEL CORP DE 2.01,9.01 07/08/13 AMEND DogInn Inc. NV 5.02 09/06/13 DOMINION RESOURCES INC /VA/ VA 7.01 09/23/13 DOVER SADDLERY INC 7.01,8.01,9.01 09/23/13 DYNEGY INC. DE 7.01,9.01 09/23/13 ECOTALITY, INC. NV 3.01,8.01 09/18/13 EDISON INTERNATIONAL CA 8.01,9.01 09/23/13 EDISON INTERNATIONAL CA 7.01,9.01 09/23/13 Emerald Oil, Inc. MT 1.01,3.02,7.01,9.01 09/23/13 ENERGY XXI (BERMUDA) LTD D0 7.01,9.01 09/23/13 ENNIS, INC. TX 2.02,9.01 09/23/13 EnviroStar, Inc. DE 2.02,9.01 09/20/13 EXIDE TECHNOLOGIES DE 5.02 09/17/13 Federal Home Loan Bank of Dallas 5.02 09/17/13 Federal Home Loan Bank of New York X1 5.02 09/20/13 Federal Home Loan Bank of Pittsburgh PA 5.02 09/20/13 First Connecticut Bancorp, Inc. MD 5.02 09/17/13 FIVE PRIME THERAPEUTICS INC DE 5.03,9.01 09/23/13 FORUM ENERGY TECHNOLOGIES, INC. DE 8.01,9.01 09/20/13 FRANKLIN COVEY CO UT 5.02 09/18/13 FX ENERGY INC NV 7.01,9.01 09/23/13 G III APPAREL GROUP LTD /DE/ DE 5.02 09/19/13 GALECTIN THERAPEUTICS INC NV 7.01,9.01 09/23/13 GASTAR EXPLORATION LTD 1.01,7.01,9.01 09/20/13 GEI GLOBAL ENERGY CORP. NV 5.03 09/17/13 General Motors Co 1.01,7.01,9.01 09/23/13 GENTIVA HEALTH SERVICES INC DE 7.01,9.01 09/23/13 GIGA TRONICS INC CA 5.07 09/18/13 GLOBAL CASINOS INC UT 8.01 09/19/13 GlobalOptions Group, Inc. 1.01,3.03,8.01,9.01 09/17/13 GLOBALSCAPE INC DE 5.02,7.01,9.01 09/19/13 Gold Hill Resources, Inc. NV 2.01,3.02,5.01, 06/13/13 AMEND 5.02,5.06,9.01 GREAT PLAINS ENERGY INC MO 7.01,9.01 09/23/13 GREATBATCH, INC. DE 1.01,2.03,9.01 09/20/13 Green Automotive Co 4.02 06/15/13 Green Automotive Co 4.02 06/15/13 GREENWAY MEDICAL TECHNOLOGIES INC 1.01,3.02,5.01,8.01, 09/23/13 9.01 HEALTH CARE REIT INC /DE/ DE 8.01 09/18/13 HEALTHCARE TRUST OF AMERICA, INC. MD 7.01,9.01 09/23/13 HERCULES OFFSHORE, INC. DE 1.01,2.03,7.01,8.01, 09/17/13 9.01 HII Technologies, Inc. 2.02,7.01,9.01 09/23/13 IKONICS CORP 5.07 04/24/13 AMEND IMMUCELL CORP /DE/ DE 5.07 09/19/13 IMPERIAL PETROLEUM INC NV 8.01 09/18/13 Ingersoll-Rand plc L2 9.01 09/23/13 INTERNET MEDIA SERVICES, INC. DE 3.02,5.03,9.01 09/17/13 INVESTORS REAL ESTATE TRUST ND 5.07 09/23/13 IZEA, Inc. 3.02,7.01,9.01 09/17/13 JACKSONVILLE BANCORP INC /FL/ FL 8.01,9.01 09/23/13 Kandi Technologies Group, Inc. DE 2.01,9.01 09/23/13 KELLOGG CO DE 5.02 09/20/13 KNOLL INC DE 5.02,9.01 09/23/13 KV PHARMACEUTICAL CO /DE/ DE 1.01,1.03,2.03,3.02, 09/16/13 3.03,5.01,5.02,5.03,9.01 KV PHARMACEUTICAL CO /DE/ DE 1.02,1.03,7.01,9.01 08/15/13 KV PHARMACEUTICAL CO /DE/ DE 1.02,1.03,7.01,9.01 09/16/13 AMEND Lantheus Medical Imaging, Inc. DE 8.01 09/23/13 LEXARIA CORP. NV 7.01,9.01 09/23/13 LGL GROUP INC DE 1.01,9.01 09/19/13 LIME ENERGY CO. DE 1.01,2.03,3.02,5.03, 09/23/13 9.01 Luve Sports Inc. NV 5.03 09/20/13 MASS MEGAWATTS WIND POWER INC MA 7.01 09/23/13 Mayflower Bancorp Inc MA 5.07,8.01,9.01 09/20/13 McEwen Mining Inc. CO 7.01,9.01 09/20/13 mCig, Inc. NV 1.01,9.01 09/23/13 Measurement Specialties Inc NJ 5.02,5.07 09/19/13 Media Analytics Corp FL 1.01,9.01 09/11/13 MFA FINANCIAL, INC. MD 5.02,9.01 09/23/13 MICROSOFT CORP WA 5.02,9.01 09/19/13 Minerco Resources, Inc. NV 1.01,8.01,9.01 09/23/13 MULTIMEDIA GAMES HOLDING COMPANY, INC TX 7.01,9.01 09/23/13 N-VIRO INTERNATIONAL CORP DE 1.01,9.01 09/19/13 NEOPHOTONICS CORP DE 5.02 09/18/13 NiMin Energy Corp. A0 5.07 09/17/13 NORFOLK SOUTHERN CORP VA 1.01,5.02,9.01 09/23/13 Northern Tier Energy LP DE 8.01,9.01 09/23/13 NORTHROP GRUMMAN CORP /DE/ 5.02,9.01 09/17/13 NUTRANOMICS, INC. 7.01,9.01 09/20/13 Oak Valley Bancorp CA 5.07 06/18/13 OFFICIAL PAYMENTS HOLDINGS, INC. DE 1.01,7.01,8.01,9.01 09/23/13 ONE LIBERTY PROPERTIES INC MD 8.01,9.01 09/18/13 Orexigen Therapeutics, Inc. DE 5.02,9.01 09/22/13 ORIENT EXPRESS HOTELS LTD D0 5.02 09/17/13 PATRICK INDUSTRIES INC IN 8.01,9.01 09/23/13 Patriot Coal CORP DE 7.01,9.01 09/23/13 PCS EDVENTURES COM INC ID 5.07 09/20/13 PECO ENERGY CO PA 1.01,2.03,9.01 09/23/13 PENSKE AUTOMOTIVE GROUP, INC. DE 1.01 09/19/13 PIER 1 IMPORTS INC/DE DE 8.01,9.01 09/20/13 Power of The Dream Ventures Inc DE 3.03,9.01 09/04/13 POWIN CORP 5.02 09/20/13 RED HAT INC DE 2.02,9.01 09/23/13 Red Lion Hotels CORP WA 5.02 09/18/13 RELIABILITY INC TX 5.02 09/19/13 REPROS THERAPEUTICS INC. DE 8.01,9.01 09/23/13 RMG Networks Holding Corp DE 7.01,9.01 09/23/13 Rockwood Holdings, Inc. DE 1.01,1.02,7.01,9.01 09/17/13 RUBY TUESDAY INC GA 5.02,9.01 09/23/13 S&W Seed Co NV 2.02,9.01 09/23/13 SafeStitch Medical, Inc. DE 5.02,9.01 09/22/13 SCICLONE PHARMACEUTICALS INC DE 5.02,9.01 09/17/13 SEACOAST BANKING CORP OF FLORIDA FL 5.02,9.01 09/17/13 SEQUENOM INC DE 8.01,9.01 09/23/13 SLM CORP DE 8.01,9.01 09/20/13 Smartag International, Inc. NV 1.01,2.03,5.06 09/19/13 SOTHEBYS DE 5.02,8.01,9.01 09/20/13 SOUTHERN COPPER CORP/ DE 8.01 09/20/13 STATE INVESTORS BANCORP, INC. 4.01,9.01 09/17/13 STRATS SM TRUST FOR Goldman Sachs Cap 8.01,9.01 09/16/13 STRATS SM TRUST FOR GOLDMAN SACHS GRO 8.01,9.01 09/16/13 STRATS SM TRUST FOR JPMORGAN CHASE & 8.01,9.01 09/16/13 STRATS SM TRUST FOR WAL-MART STORES, 8.01,9.01 09/16/13 STRATS(SM) TRUST FOR DOMINION RESOURC 8.01,9.01 09/16/13 STRATS(SM) TRUST FOR GEN ELEC CAP COR 8.01,9.01 09/16/13 STRATS(SM) Trust For Goldman Sachs Ca 8.01,9.01 09/16/13 SUN HYDRAULICS CORP FL 8.01,9.01 09/23/13 SunCoke Energy, Inc. 5.03,9.01 09/19/13 SUNESIS PHARMACEUTICALS INC DE 5.02 09/17/13 SUTRON CORP VA 5.07 05/08/13 AMEND SWK Holdings Corp DE 5.07 09/18/13 TEL OFFSHORE TRUST TX 2.02,8.01,9.01 09/23/13 TIDEWATER INC DE 8.01,9.01 09/18/13 TITAN INTERNATIONAL INC IL 7.01,9.01 09/23/13 Tower Group International, Ltd. D0 8.01 09/18/13 TSS, Inc. NY 4.01,9.01 09/17/13 TWENTY-FIRST CENTURY FOX, INC. 8.01,9.01 09/23/13 UNITED RENTALS INC /DE DE 1.01,2.03,9.01 09/19/13 US AIRWAYS GROUP INC DE 1.01,9.01 09/20/13 US GEOTHERMAL INC DE 5.07 09/20/13 VAALCO ENERGY INC /DE/ DE 1.01,5.02,5.03,7.01, 09/19/13 9.01 Vantage Drilling CO E9 8.01,9.01 09/23/13 Vera Bradley, Inc. 5.02 09/18/13 VERENIUM CORP DE 1.01,5.02,9.01 09/19/13 VERIFONE SYSTEMS, INC. DE 5.02,9.01 09/19/13 Victory Electronic Cigarettes Corp NV 2.01,3.02,5.01,5.02, 06/25/13 AMEND 5.03,5.06,9.01 VIROPRO INC NV 1.01,5.02 08/21/13 VISION SCIENCES INC /DE/ DE 1.01,5.02 09/17/13 VITRAN CORP INC A6 7.01,9.01 09/23/13 WATTS WATER TECHNOLOGIES INC DE 1.01,5.02 09/23/13 WESCO INTERNATIONAL INC 1.01,2.03,9.01 09/20/13 WESTFIELD FINANCIAL INC MA 8.01 09/20/13 Westinghouse Solar, Inc. DE 5.03,9.01 09/19/13 WILEY JOHN & SONS, INC. NY 5.07 09/23/13 XCEL ENERGY INC MN 7.01 09/23/13 XOOM Corp 1.01,2.03 09/19/13 Yongye International, Inc. NV 1.01,8.01,9.01 09/23/13 ZAYO GROUP LLC DE 2.02,7.01,9.01 09/23/13 ZION OIL & GAS INC DE 8.01 09/23/13