Commission Suspends Trading of Nevada Gold Corp.
The Securities and Exchange Commission (“Commission”) ordered the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading in the securities of Nevada Gold Corp. (“Nevada Gold”), dually quoted on the OTC Bulletin Board and OTC Link, operated by OTC Markets Group, Inc., because of questions regarding the adequacy and accuracy of assertions by Nevada Gold, and by others, to investors in press releases and promotional material concerning, among other things, the company’s assets, operations, and financial condition. Nevada Gold’s ticker symbol is NVGC.
The trading suspension will last for ten business days. The trading suspension commenced at 9:30 a.m. EST on November 27, 2013, and terminates at 11:59 p.m. EST on December 11, 2013.
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 Nevada Gold.
Further, brokers and dealers should be alert to the fact that, pursuant to Rule 15c2-11 under the Exchange Act, at the termination of the trading suspension, no quotation may be entered unless and until they have strictly complied with all of the provisions of the rule. If any broker or dealer has any questions as to whether or not he has complied with the rule, he should not enter any quotation but immediately contact the staff in the Division of Trading and Markets, Office of Interpretation and Guidance, at (202) 551-5777. If any broker or dealer is uncertain as to what is required by Rule 15c2-11, he should refrain from entering quotations relating to the above-named securities until such time as he has familiarized himself with the rule and is certain that all of its provisions have been met. 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 contact the following individuals: Amelia Cottrell, (212) 336-1056 or email@example.com, Associate Regional Director, New York Regional Office; Lara S. Mehraban, (212) 336-0591 or firstname.lastname@example.org, Assistant Regional Director, New York Regional Office;
In the Matter of Daniel Imperato
The Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Notice of Hearing against Daniel Imperato (Order). In the Order, the Commission’s Division of Enforcement (Division) alleges that, on November 8, 2013, a final judgment was entered against Imperato, permanently enjoining him from future violations of Sections 5 and 17 of the Securities Act of 1933, Section 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B), 13(b)(5), and 15(a) of the Securities Exchange Act of 1934, Rules 10b-5, 12b-20, 13a-1, 13a-11, 13a-13, 13b2-1, 13b2-2, and 13a-14, thereunder, and Section 34(b) of the Investment Company Act of 1940 in the civil action entitled Securities and Exchange Commission v. Imperiali, Inc., et al., Civil Action Number 9:12-cv-80021-KLR, in the United States District Court for the Southern District of Florida.
The Division further alleges that the Commission’s complaint alleged that, from at least 2005 through 2008, Imperato used Imperiali, Inc. to carry out a securities-fraud scheme. In documents distributed to investors and in reports filed with the Commission, Imperato portrayed Imperiali as a thriving corporation that owned several valuable subsidiaries. In reality, Imperiali was just a shell corporation, and its subsidiaries were worthless or non-existent. During the scheme, Imperiali sold stock to approximately 60 investors, raising approximately $2.5 million. Imperato used the offering proceeds for purposes other than those promised, including to pay his travel expenses during his 2008 Presidential campaign. In the offering, Imperato was a broker in the transactions between Imperiali and investors, but he was neither registered with the Commission as a broker or dealer nor associated with an entity registered with the Commission as a broker or dealer.
A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Imperato an opportunity to dispute the allegations, and to determine what, if any, remedial action is appropriate and in the public interest. (Rel. 34-70959)
Commission Charges Two Hedge Fund Analysts for Making Misleading Statements
The Commission today charged Marie L. Huber and Jess E. Jones, two former hedge fund analysts, for making misleading statements. Without admitting or denying the SEC’s findings, Huber and Jones consented to an SEC order finding that each of them violated Section 17(a)(2) of the Securities Act of 1933 (Securities Act), and imposing against each of them a six-month suspension, a $25,000 civil penalty, and a cease-and-desist order.
The SEC’s order finds that in 2010, Huber, who has degrees in biochemistry and bioscience, and Jones, who has a medical degree, were analysts at hedge fund advisers in New York. In April of 2010, the Food and Drug Administration (FDA) approved Provenge, an immunotherapy developed by Dendreon Corporation (Dendreon), for the treatment of late-stage prostate cancer. In June 2010, after analyzing documents that the FDA released relating to Provenge, Huber concluded that the treatment was hastening the death of patients. Huber began drafting a report for her employer, a version of which was subsequently published in a medical journal, entitled “Provenge PhIII Trials – The Alternative Explanation of Survival Results” (the Alternative Explanation), which set forth her analysis. Huber shared the draft report with a number of individuals, including Jones. From mid-June through mid-July 2010, Huber and Jones each purchased Dendreon put option contracts. The options all had July and August 2010 expiration dates, and all were “out of the money,” meaning the strike price was below the market price for Dendreon stock.
The order also finds that, on June 30, 2010, the Centers for Medicare & Medicaid Services (CMS) opened a national coverage analysis for Provenge, and requested public comments concerning the efficacy of Provenge and whether it should be covered by Medicare and/or Medicaid. Huber encouraged her employer to submit the Alternative Explanation to CMS. As the expiration date neared for their July put option contracts, Huber and Jones were concerned that Huber’s employer was not going to submit the Alternative Explanation to the CMS website prior to the expiration date. As a result, Huber and Jones arranged to disseminate the Alternative Explanation on their own. Huber gave Jones a flash drive which contained documents relating to the Alternative Explanation, including copies of the report, an email distribution list, and the version of an email text that Jones subsequently used to disseminate the report.
The order further finds that, on the evening of July 14, 2010, Jones created an email account using the name Jonathan White, and sent emails attaching the Alternative Explanation to more than 450 email addresses from a distribution list that Huber had provided. The text of the July 14 “Jonathan White” emails omitted to state material facts necessary to make the statements not misleading. The emails stated that the Alternative Explanation was “written by a group of scientists and physicians” and was signed “A concerned physician, scientist and citizen.” These statements were misleading because Huber and Jones were hedge fund analysts who held Dendreon put option contracts that were about to expire. These facts were material because investors would have considered the identity, motive, and financial self-interest of Huber and Jones important to assessing the report and any decision to buy or sell the securities of Dendreon. On July 15, 2010, after the emails were sent, Dendreon shares fell 7.2% intraday, and closed down 4.5% on heavy trading. That day, Huber and Jones each sold a small number of their put option contracts. However, Huber and Jones suffered significant trading losses as the vast majority of their put option contracts remained unsold or unexercised because they were so far “out of the money.”
The SEC’s order finds that Huber and Jones violated Section 17(a)(2) of the Securities Act, which prohibits any person, in the offer or sale of any securities, to obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading. Without admitting or denying the SEC’s findings, Huber and Jones consented to the entry of an order requiring them to cease-and-desist from committing or causing any future violations, ordering each of them to pay a civil penalty of $25,000, suspending each of them for six months from associating with any broker, dealer, investment adviser, municipal securities dealer, or transfer agent, and prohibiting each of them for six months from serving or acting as an employee, officer, director, member of an advisory board, investment adviser or depositor of, or principal underwriter for, a registered investment company or affiliated person of such investment adviser, depositor, or principal underwriter. (Rel. 33-9488)
Delinquent Filers’ Stock Registrations Revoked
The registrations of the registered securities of China Century Dragon Media, Inc., Tia I, Inc., and Tia II, Inc., have been revoked. Each had repeatedly failed to file required annual and quarterly reports with the Securities and Exchange Commission. Thus, each violated a crucial provision of the federal securities laws that requires public corporations to publicly disclose current, accurate financial information so that investors may make informed decisions. The revocations were ordered in an administrative proceeding before an administrative law judge. (ID- 535)
Notice of Proposed Rule Change
New York Stock Exchange LLC has filed a proposed rule change (SR-NYSE-2013-71) amending NYSE Rules 13, 70.25, 107C and 1000 to adopt a new order type called a Midpoint Passive Liquidity Order. Publication is expected in the Federal Register during the week of December 2nd. (Rel. 34-70956)
NYSE MKT LLC has filed a proposed rule change (SR-NYSEMKT-2013-84) amending NYSE MKT Rules 13 – Equities, 70.25 – Equities, 107C – Equities and 1000 – Equities to adopt a new order type called a Midpoint Passive Liquidity Order. Publication is expected in the Federal Register during the week of December 2nd. (Rel. 34-70955)
Pursuant to Rule 19b-4 under the Securities Exchange Act of 1934, NYSE Arca, Inc. has filed a proposed rule change, as modified by Amendment No. 1 (SR-NYSEArca-2013-127) to list and trade under NYSE Arca Equities Rule 8.600 shares of nine series of the IndexIQ Active ETF Trust. Publication is expected in the Federal Register during the week of December 2nd. (Rel. 34-70954)
Approval of a Proposed Rule Change
The Commission approved a proposed rule change submitted by BATS Y-Exchange, Inc. (SR- BYX-2013-036) to amend BYX Rule 12.6 to conform to FINRA Rule 5320 relating to trading ahead of customer orders. Publication is expected in the Federal Register during the week of December 2nd. (Rel. 34-70951)
The Commission approved a proposed rule change submitted by BATS Exchange, Inc. (SR- BATS-2013-056) to amend BATS Rule 12.6 to conform to FINRA Rule 5320 relating to trading ahead of customer orders. Publication is expected in the Federal Register during the week of December 2nd. (Rel. 34-70952)
The Commission has issued an order approving a proposed rule change by the Financial Industry Regulatory Authority, Inc. (SR-FINRA-2013-035) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to adopt FINRA Rules 4314 (Securities Loans and Borrowings), 4330 (Customer Protection – Permissible Use of Customers’ Securities) and 4340 (Callable Securities), as Modified by Partial Amendments No. 1 and No. 2, in the Consolidated FINRA Rulebook. Publication is expected in the Federal Register during the week of December 2nd. (Rel. 34-70958)
Notice of Filing of Amendment No. 1 and Granting Accelerated Approval
The Commission issued a notice of filing of Amendment No. 1 and granted accelerated approval to a proposed rule change, as modified by Amendment No. 1, submitted by the Financial Industry Regulatory Authority, Inc. (“FINRA”) (SR-FINRA-2013-37), pursuant to Rule 19b-4 of the Securities Exchange Act of 1934 to amend FINRA Rule 5131 to provide a limited exception to allow members to rely on written representations from certain accounts to comply with Rule 5131(b). Publication is expected in the Federal Register during the week of December 2nd. (Rel. 34-70957).
Joint Industry Plans
Notice Of Filing And Immediate Effectiveness Of Amendment No. 31 To The Joint Self-Regulatory Organization Plan Governing The Collection, Consolidation And Dissemination Of Quotation And Transaction Information For Nasdaq-Listed Securities Traded On Exchanges On An Unlisted Trading Privileges Basis Submitted By The Bats Exchange, Inc., Bats Y-Exchange, Inc., Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., Edga Exchange, Inc., Edgx Exchange, Inc., Financial Industry Regulatory Authority, Inc., International Securities Exchange LLC, Nasdaq Omx Bx, Inc., Nasdaq Omx Phlx LLC, Nasdaq Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange LLC, Nyse Mkt LLC., And Nyse Arca, Inc.
Pursuant to Section 11A of the Securities Exchange Act of 1934 and Rule 608 thereunder, the operating committee of the Joint Self-Regulatory Organization Plan Governing the Collection, Consolidation, and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities Traded on Exchanges on an Unlisted Trading Privilege Basis (“Nasdaq/UTP Plan”) filed a proposal to modify the Nasdaq/UTP Plan’s fee schedule to: (1) increase the Professional Subscriber Fee from $20 to $23 per month per interrogation device, the first such increase since 1997; (2) increase the Non-Professional Subscriber Enterprise Cap from $600,000 to $624,000 per month, and cap the maximum annual fee increase at four percent per year; (3) increase the Direct Access Charges from $1,500 per month to $2,500 per month; and, (4) establish a Redistribution Charge of $1,000 per month for redistributing Real-Time UTP Level 1 Service and $250 per month for redistributing Delayed UTP Level 1 Service.
Publication of the notice is expected to be made in the Federal Register during the week of December 2nd. (Rel. 34-70953)
The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.
Registration statements may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.
S-8 TRIUMPH GROUP INC, 899 CASSATT ROAD, SUITE 210, BERWYN, PA, 19312, (610) 251-1000 - 5,000,000 ($357,000,000.00) Equity, (File 333-192538 - LLC Nov. 26) (BR. 05C) S-1 Andalay Solar, Inc., 1475 S. BASCOM AVE., SUITE 101, CAMPBELL, CA, 95008-0528, 408-402-9400 - 35,000,000 ($973,000.00) Equity, (File 333-192539 - Nov. 26) (BR. 06B) S-8 NMI Holdings, Inc., 2100 POWELL STREET, 12TH FLOOR, EMERYVILLE, CA, 94608, (855) 530-6642 - 5,500,000 ($65,577,212.44) Equity, (File 333-192540 - Nov. 26) (BR. 01B) S-3 Tonix Pharmaceuticals Holding Corp., 509 MADISON AVE. - SUITE 306, NEW YORK, NY, 10022, 1-800-849-7894 - 0 ($50,000,000.00) Equity, (File 333-192541 - Nov. 26) (BR. 09A) S-1 Enable Midstream Partners, LP, ONE LEADERSHIP SQUARE, 211 NORTH ROBINSON AVENUE, SUITE 950, OKLAHOMA CITY, OK, 73102, 405-525-7788 - 0 ($500,000,000.00) Limited Partnership Interests, (File 333-192542 - Nov. 26) (BR. ) S-3ASR HOLOGIC INC, 35 CROSBY DRIVE, BEDFORD, MA, 01730, 7819997300 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-192544 - Nov. 26) (BR. 10A) S-8 Recon Technology, Ltd, ROOM 1902, BUILDING C,, KING LONG INTL MANSION, NO. 9 FULIN ROAD, BEIJING, F4, 100107, 025-52313015 - 790,362 ($4,264,003.00) Equity, (File 333-192546 - Nov. 26) (BR. 04A) F-3ASR ASTRAZENECA PLC, 2 KINGDOM STREET - LEGAL DEPARTMENT, LONDON, X0, W2 6BD, 011 44 20 7304 5000 - 0 ($0.00) Other, (File 333-192551 - Nov. 26) (BR. 01A) S-3 TARGACEPT INC, 100 NORTH MAIN STREET, SUITE 1510, WINSTON-SALEM, NC, 27101, 3364802100 - 0 ($200,000,000.00) Unallocated (Universal) Shelf, (File 333-192552 - Nov. 26) (BR. 01B) S-8 GENSPERA INC, 2511 N LOOP 1604 W, SUITE 204, SAN ANTONIO, TX, 78258, (210) 479-8112 - 4,225,000 ($6,285,568.00) Equity, (File 333-192553 - Nov. 26) (BR. 01A) S-8 STONEGATE MORTGAGE CORP, 9190 PRIORITY WAY WEST DRIVE, SUITE 300, INDIANAPOLIS, IN, 46240, 317-663-5100 - 1,539,883 ($24,946,104.60) Equity, (File 333-192554 - Nov. 26) (BR. 07) S-8 B2GOLD CORP, 595 BURRARD STREET, SUITE 3100, VANCOUVER, BRITISH COLUMBIA, A1, V7X 1J1, (604) 601-2962 - 46,063,132 ($116,507,459.00) Equity, (File 333-192555 - Nov. 26) (BR. 09B) S-8 STONEGATE MORTGAGE CORP, 9190 PRIORITY WAY WEST DRIVE, SUITE 300, INDIANAPOLIS, IN, 46240, 317-663-5100 - 104,812 ($1,697,954.40) Equity, (File 333-192556 - Nov. 26) (BR. 07) S-8 STONEGATE MORTGAGE CORP, 9190 PRIORITY WAY WEST DRIVE, SUITE 300, INDIANAPOLIS, IN, 46240, 317-663-5100 - 419,250 ($6,791,850.00) Equity, (File 333-192557 - Nov. 26) (BR. 07) S-1 GLOBAL BRASS & COPPER HOLDINGS, INC., 475 N. MARTINGALE ROAD, SUITE 1050, SCHAUMBURG, IL, 60173, 847-517-6340 - 0 ($126,609,200.00) Equity, (File 333-192559 - Nov. 26) (BR. 06C) S-8 HORIZON PHARMA, INC., 520 LAKE COOK ROAD, SUITE 520, DEERFIELD, IL, 60062, 224-383-3000 - 0 ($5,288,000.00) Equity, (File 333-192560 - Nov. 26) (BR. 01B) F-10 TRANSCANADA CORP, 450 - 1ST STREET S.W., CALGARY ALBERTA, A0, T2P 5H1, 4039202000 - 0 ($1.00) Other, (File 333-192561 - Nov. 26) (BR. 02B) F-10 TRANSCANADA PIPELINES LTD, 450 -1ST STREET SW, P O BOX 1000 STATION M, CALGARY ALBERTA, A0, T2P 5H1, 4039206411 - 0 ($4,000,000,000.00) Debt, (File 333-192562 - Nov. 26) (BR. 02B) S-1 Pinnacle Foods Inc., 399 JEFFERSON ROAD, PARSIPPANY, NJ, 07054, 973-541-6620 - 0 ($550,821,250.00) Equity, (File 333-192563 - Nov. 26) (BR. 04B) S-8 NetApp, Inc., 495 EAST JAVA DR, SUNNYVALE, CA, 94089, 4088226000 - 15,000,000 ($574,400,000.00) Equity, (File 333-192564 - Nov. 26) (BR. 03A) S-4 RR Donnelley & Sons Co, 111 SOUTH WACKER DRIVE, CHICAGO, IL, 60606, 3123268000 - 0 ($794,843,296.48) Equity, (File 333-192570 - Nov. 26) (BR. 05A) S-8 MICRO IMAGING TECHNOLOGY, INC., 23456 S POINTE DR, LAGUNA HILLS, CA, 92653-1512, 9497709347 - 525,000 ($393,750.00) Equity, (File 333-192571 - Nov. 26) (BR. 03A) S-8 Seven Arts Entertainment Inc., 1801 CENTURY PARK EAST, #1830, LOS ANGELES, CA, 90067, 44 020 7043 5394 - 20,000,000 ($354,000.00) Equity, (File 333-192572 - Nov. 26) (BR. 05A)
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