Open Meeting on Wednesday, December18, 2013 at 10:00 a.m.
The Securities and Exchange Commission will hold an Open Meeting on December 18, 2013, at 10:00 a.m., in the Auditorium (Room L-002) at the Commission's headquarters building, to consider whether to propose rules and forms related to the offer and sale of securities pursuant to Section 3(b) of the Securities Act of 1933, as mandated by Title IV of the Jumpstart Our Business Startups Act.
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 Perpetrators of Prime Bank Schemes in Las Vegas and Switzerland
The Securities and Exchange Commission (Commission) today announced fraud charges against a company named with an acronym for “Make A Lot Of Money” that is behind a pair of advance fee schemes guaranteeing astronomical returns to investors in purported prime bank transactions and overseas debt instruments.
The SEC alleges that Swiss-based Malom Group AG and several individuals conducted the schemes from Las Vegas and Zurich. They raised $11 million from U.S. investors by using a series of lies and forged documents to steer them into seemingly successful foreign trading programs that were nothing more than vehicles to steal money. Advance fee frauds solicit investors to make upfront payments before purported deals can go through, and perpetrators fool investors with official-sounding terminology to add an air of legitimacy to the investment programs. Many transactions offered by Malom Group bore hallmarks of prime bank frauds, which tout the supposed use of well-known overseas banks to attract investors.
The SEC alleges that Malom Group charged fees to investors for bogus services, and the individuals pulling the strings distributed investor funds among themselves for personal use. They further lied to investors who later inquired about the progress of the transactions, lulling them with excuses about why they have yet to receive investment returns or refunds.
“Under the guise of a name insinuating they would make a lot of money for investors, the individuals behind this scheme sought nothing more than to make a lot of money for themselves,” said Stephen L. Cohen, an associate director in the SEC’s Division of Enforcement. “They peddled agreements and transactions filled with technical-sounding jargon that was as meaningless as their promises to investors.”
In a parallel action, the U.S. Department of Justice today announced criminal charges against the same six individuals charged in the SEC’s complaint:
According to the SEC’ s complaint filed in U.S. District Court for the District of Nevada, the schemes occurred from 2009 to 2011 and the lulling of investors continued into 2013. None of the transactions in securities offered or sold were registered with the SEC or eligible for an exemption. In the first scheme, they offered “joint venture” agreements that purportedly allowed investors to “use” Malom Group’s financial resources in exchange for an upfront fee. The agreements required the investors to propose investment transactions for Malom Group to enter into with third parties in order to generate returns for the company and the investor. Malom Group supplied investors with forged bank statements and “proof of funds” letters to give the false impression that the company had the millions of dollars needed for the transactions. Before investors paid their upfront fees, the Malom Group executives and promoters typically knew at least the basic details of the proposed trading programs, in some cases actually providing the trading program for investors to propose. But after receiving the upfront fees from investors, Malom Group proceeded to reject every proposed transaction and misappropriate investor funds to further the scheme and line the perpetrators’ pockets.
According to the SEC’s complaint, the second scheme falsely promised investors that Malom Group would generate funding by creating structured notes that would be listed on “Western European” exchanges. After inducing investors to pay an “underwriting fee” and making personal and corporate guarantees of repayment, Malom Group reneged on the guarantees of repayment and failed to issue any structured notes. Again the perpetrators behind the scheme quickly distributed investor funds among themselves.
The SEC’s complaint alleges that Malom Group, Schläpfer, Lips, Warras, and Micelli violated the antifraud and securities registration provisions of the federal securities laws, and Brandel, Finn, M.Y. Consultants, and M. Dwyer LLC violated the antifraud and securities and broker-dealer registration provisions. The SEC seeks permanent injunctions, disgorgement of ill-gotten gains with prejudgment interest, and financial penalties.
The SEC’s investigation was conducted by Stephen Simpson and Angela Sierra, and the SEC’s litigation will be led by Mr. Simpson. The SEC appreciates the assistance of the Department of Justice, Federal Bureau of Investigation, and State Attorney’s Office for the Canton of Zurich, Switzerland. (Press Rel. 2013-263; LR-22890)
Commission Sues Texas Oil and Gas Promoters for Securities Fraud
On December 12, 2013, the Securities and Exchange Commission charged Leon Ali Parvizian and his two companies, Arcturus Corporation and Aschere Energy LLC, with the fraudulent offer and sale of securities in the form of interests in oil and gas joint ventures. The Commission also charged promoters Alfredo Gonzalez, AMG Energy, LLC, Robert Balunas, and R. Thomas & Co., LLC with violations of the securities offering and broker-dealer registration provisions of the federal securities laws.
The Commission’s complaint alleges that Parvizian, through Arcturus and Aschere, raised nearly $22 million from at least 380 investors between 2007 and December 2011.
The complaint alleges that Parvizian prepared and disseminated to prospective investors offering materials that included material misrepresentations and omissions regarding, among other things, material litigation involving Arcturus and Aschere. According to the complaint, Parvizian, Arcturus and Aschere systematically, and without disclosure to investors, used the offering proceeds to pay the costs of defending and settling the litigation.
The complaint also alleges that the defendants offered and sold the joint venture interests in unregistered securities offerings that were not exempt from the registration requirements of the federal securities laws. In addition, the complaint alleges that Parvizian, Gonzalez, AMG, Balunas, and R. Thomas & Co. acted as unregistered broker-dealers. According to the complaint, Parvizian, Gonzalez, Balunas, AMG Energy, and R. Thomas received transaction-based compensation in the form of sales commissions based upon a percentage of the amount of investor funds raised.
The complaint alleges that Parvizian, Arcturus, and Aschere violated Sections 5(a) and 5(c) and 17(a) of the Securities Act of 1933 (“Securities Act”) and Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”), and Rule 10b-5 thereunder and that Parvizian also violated Section 15(a) of the Exchange Act. Gonzalez, AMG, Balunas, and R. Thomas are charged with violating Section 5(a) and 5(c) of the Securities Act and with Section 15(a) of the Exchange Act. The Commission is seeking permanent injunctions, disgorgement of ill-gotten gains plus prejudgment interest, and civil penalties against each of the defendants. [SEC v. Infinity Exploration, et al., Civ. Action No. 3:13-cv-04861-K, USDC, NDTX (Dallas Division, December 12, 2013)] (LR-22891).
Catalyst Capital Advisors LLC and Mutual Fund Series Trust
A notice has been issued giving interested persons until January 10, 2014, to request a hearing on an application filed by Catalyst Capital Advisors LLC and Mutual Fund Series Trust for an order exempting them from Section 15(a) of the Investment Company Act of 1940 (Act) and Rule 18f-2 under the Act. The order would permit the applicants to enter into and materially amend subadvisory agreements without shareholder approval. (Rel. IC-30832)
Immediate Effectiveness of Proposed Rule Change
A proposed rule change filed by International Securities Exchange, LLC to amend the Schedule of Fees (SR-ISE-2013-65) 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 December 16th. (Rel. 34-71081)
A proposed rule change filed by Chicago Board Options Exchange, Incorporated relating to the Short Term Option Series Program (SR-CBOE-2013-121) 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 December 16th. (Rel. 34-71079)
A proposed rule change filed by Chicago Board Options Exchange, Incorporated relating to the Quarterly Option Series Program (SR-CBOE-2013-125) 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 December 16th. (Rel. 34-71080)
A proposed rule change filed by NYSE MKT LLC amending Rules 104 - Equities and 123C - Equities to specify that closings may be effectuated manually or electronically (SR-NYSEMKT-2013-99) has become effective under Section 19(b)(3)(A) of the Exchange Act. Publication is expected in the Federal Register during the week of December 16th. (Rel. 34-71085)
A proposed rule change filed by the New York Stock Exchange LLC amending Rules 104 and 123C to specify that closings may be effectuated manually or electronically (SR-NYSE-2013-79) has become effective under Section 19(b)(3)(A) of the Exchange Act. Publication is expected in the Federal Register during the week of December 16th. (Rel. 34-71086)
A proposed rule change filed by BOX Options Exchange LLC to Remove References to the Nasdaq 100 Index (SR-BOX-2013-58) 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 December 16th. (Rel. 34-71084)
A proposed rule change (SR-BATS-2013-064) filed by BATS Exchange, Inc. to extend the Penny Pilot Program 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 December 16th. (Rel. 34-71082)
Notice of Filing of an Advance Notice
The Options Clearing Corporation (OCC) filed an advance notice (SR-OCC-2013-807) pursuant to Section 806(e)(1) of the Payment, Clearing, and Settlement Supervision Act of 2010 and Rule 19b-4(n)(1)(i) of Securities Exchange Act of 1934 concerning the Board of Director’s formation of a Governance Committee and its approval of the Governance Committee Charter. The Commission will consider all public comments received on the proposal regardless whether comments are submitted in response to this advance notice (File No. SR-OCC-2013-807) or the associated proposed rule change (File No. SR-OCC-2013-18). Publication is expected in the Federal Register during the week of December 16th. (Rel. 34-71083)
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 Nimble Storage Inc, 2740 ZANKER ROAD, SAN JOSE, CA, 95134, 408 432-9600 - 28,901,504 ($302,161,423.83) Equity, (File 333-192799 - Dec. 13) (BR. 03A) S-8 UNWIRED PLANET, INC., 170 SOUTH VIRGINIA STREET, SUITE 201, RENO, NV, 89501, 775-980-2345 - 4,000,000 ($5,240,000.00) Equity, (File 333-192800 - Dec. 13) (BR. 03B) S-3 Roundy's, Inc., 875 EAST WISCONSIN AVENUE, MILWAUKEE, WI, 53202, 414-231-5000 - 0 ($243,361,431.18) Equity, (File 333-192803 - Dec. 13) (BR. 02) S-1 Embarr Downs, Inc., 205 AVE DEL MAR #974, SAN CLEMENTE, CA, 92674, 949-461-1471 - 10,000,000 ($900,000.00) Equity, (File 333-192804 - Dec. 13) (BR. 05B) S-8 Anheuser-Busch InBev S.A., BROUWERIJPLEIN 1, 3000 LEUVEN, BELGIUM, C9, 00000, 0113216315769 - 0 ($740,152,500.00) Equity, (File 333-192806 - Dec. 13) (BR. 09B) S-3ASR EMPIRE DISTRICT ELECTRIC CO, 602 JOPLIN ST, JOPLIN, MO, 64801, 4176255100 - 0 ($0.00) Other, (File 333-192809 - Dec. 13) (BR. 02C) S-8 PRUDENTIAL PLC, LAURENCE POUNTNEY HILL, LONDON, X0, EC4R OHH, 011442075483737 - 25,800,000 ($531,996,000.00) Equity, (File 333-192810 - Dec. 13) (BR. 01B) S-8 NETWORK 1 TECHNOLOGIES INC, 445 PARK AVENUE, SUITE 1018, NEW YORK, NY, 10022, 2128295770 - 2,600,000 ($3,718,000.00) Equity, (File 333-192811 - Dec. 13) (BR. 03A) S-B LANDWIRTSCHAFTLICHE RENTENBANK, HOCHSTRASSE 2, FRANKFURT, I8, 60313, 01149692107247 - 1 ($1.00) Debt, (File 333-192812 - Dec. 13) (BR. DN) S-B REPUBLIC OF SOUTH AFRICA, EMBASSY OF THE REPUBLIC OF SOUTH AFRICA, 3051 MASSACHUSETTS AVENUE, NW, WASHINGTON, DC, 20008, 021 464 6100 - 10,000,000,000 ($10,000,000,000.00) Debt, (File 333-192814 - Dec. 13) (BR. DN) S-8 ITEX CORP, 3326 160TH AVE SE, SUITE 100, BELLEVUE, WA, 98008-6418, 425-463-4000 - 400,000 ($1,660,000.00) Equity, (File 333-192818 - Dec. 13) (BR. 02C) S-8 DIGITAL POWER CORP, 41324 CHRISTY STREET, FREMONT, CA, 94538, 5106572635 - 1,372,630 ($866,756.90) Equity, (File 333-192819 - Dec. 13) (BR. 10A) S-8 Royal Dutch Shell plc, CAREL VAN BYLANDTLAAN 30, THE HAGUE, P7, 2596 HR, 31-70-377-9111 - 7,000,000 ($472,570,000.00) Equity, (File 333-192821 - Dec. 13) (BR. 04A) S-8 INTEGRATED SILICON SOLUTION INC, 2231 LAWSON LANE, SANTA CLARA, CA, 95054-3311, 4085880800 - 2,000,000 ($22,960,000.00) Equity, (File 333-192823 - Dec. 13) (BR. 10A) S-3 TEJON RANCH CO, 4436 LEBEC ROAD, PO BOX 1000, LEBEC, CA, 93243, 6612483000 - 0 ($8,596,528.00) Equity, (File 333-192824 - Dec. 13) (BR. 08B) S-3 NORTHERN STATES POWER CO /WI/, 1414 W HAMILTON AVE, EAU CLAIRE, WI, 54702, 7158392621 - 200,000,000 ($200,000,000.00) Debt, (File 333-192835 - Dec. 13) (BR. 02C) S-8 Google Inc., 1600 AMPHITHEATRE PARKWAY, MOUNTAIN VIEW, CA, 94043, 650 623 4000 - 20,061,469 ($18,505,463,134.32) Equity, (File 333-192839 - Dec. 13) (BR. 03A) S-8 CorMedix Inc., 745 ROUTE 202-206, SUITE 303, BRIDGEWATER, NJ, 08807, 908-517-9500 - 5,000,000 ($3,875,000.00) Equity, (File 333-192840 - Dec. 13) (BR. 01B) S-8 PROCTER & GAMBLE Co, ONE PROCTER & GAMBLE PLAZA, CINCINNATI, OH, 45202, 5139831100 - 10,000 ($829,000.00) Equity, (File 333-192841 - Dec. 13) (BR. 06B) S-3ASR KROGER CO, 1014 VINE ST, CINCINNATI, OH, 45201, 5137624000 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-192842 - Dec. 13) (BR. 02B) S-3 Kips Bay Medical, Inc., 3405 ANNAPOLIS LANE, MINNEAPOLIS, MN, 55447, 763-235-3540 - 539,620 ($410,112.00) Equity, 1 ($50,000,000.00) Unallocated (Universal) Shelf, (File 333-192843 - Dec. 13) (BR. 10B) S-1 RMG Networks Holding Corp, 615 N. WABASH, CHICAGO, IL, 60611, 972-543-9502 - 150,000 ($723,000.00) Equity, (File 333-192844 - Dec. 13) (BR. 03B) S-3ASR NORTHERN STATES POWER CO, 414 NICOLLET MALL, MINNEAPOLIS, MN, 55401, 6123305500 - 0 ($0.00) Debt, (File 333-192845 - Dec. 13) (BR. 02C) S-8 AMERICAN INTERNATIONAL INDUSTRIES INC, 601 CIEN ST, SUITE 235, KEMAH, TX, 77565-2701, 2813349479 - 100,000 ($180,000.00) Equity, (File 333-192846 - Dec. 13) (BR. 08C) S-8 DERMA SCIENCES, INC., 214 CARNEGIE CENTER, SUITE 300, PRINCETON, NJ, 08540, 6095144744 - 4,500,000 ($50,805,000.00) Equity, (File 333-192848 - Dec. 13) (BR. 10A) S-8 Fidelity & Guaranty Life, 1001 FLEET STREET, 6TH FL, BALTIMORE, MD, 21202, 410-895-0100 - 0 ($48,237,500.00) Equity, (File 333-192849 - Dec. 13) (BR. 01A) S-4 T-Mobile US, Inc., 12920 SE 38TH STREET, BELLEVUE, WA, 98006, 800-318-9270 - 0 ($4,000,000,000.00) Debt, (File 333-192850 - Dec. 13) (BR. 11A) S-1 GreenHunter Resources, Inc., 1048 TEXAN TRAIL, GRAPEVINE, TX, 76051, 972-410-1044 - 615,399 ($4,069,166.00) Equity, (File 333-192851 - Dec. 13) (BR. 06B) S-1 American Energy Capital Partners, LP, 405 PARK AVENUE, NEW YORK, NY, 10022, (212) 415-6500 - 0 ($2,000,000,000.00) Equity, (File 333-192852 - Dec. 13) (BR. ) S-1 PREMIER BIOMEDICAL INC, P.O. BOX 31374, EL PASO, TX, 79930, 814 786 8849 - 15,000,000 ($9,600,000.00) Equity, (File 333-192853 - Dec. 13) (BR. 01A) S-4 IAC/INTERACTIVECORP, 555 WEST 18TH STREET, NEW YORK, NY, 10011, 2123147300 - 0 ($500,000,000.00) Debt, (File 333-192854 - Dec. 13) (BR. 02B) S-1 REALBIZ MEDIA GROUP, INC, 2690 WESTON ROAD, SUITE 200, WESTON, FL, 33331, 954-888-9779 - 15,195,678 ($28,871,788.00) Equity, (File 333-192855 - Dec. 13) (BR. 08B) S-3 LGL GROUP INC, 2525 SHADER ROAD, ORLANDO, FL, 32804, (407) 298-2000 - 891,089 ($4,500,000.00) Equity, (File 333-192856 - Dec. 13) (BR. 10B) N-2 MONROE CAPITAL Corp, 311 SOUTH WACKER DRIVE, SUITE 6400, CHICAGO, IL, 60606, 312-258-8300 - 0 ($200,000,000.00) Equity, (File 333-192857 - Dec. 13) (BR. 16) S-1 UNITED HELIUM, INC., 7109 EAST 2ND ST., SUITE G, SCOTTSDALE, AZ, 85251, 480-949-2755 - 11,896,151 ($59,480,755.00) Equity, (File 333-192860 - Dec. 13) (BR. 09) S-8 Medidata Solutions, Inc., 79 FIFTH AVENUE, 8TH FLOOR, NEW YORK, NY, 10003, 212.918.1800 - 100,000 ($9,685,000.00) Equity, (File 333-192861 - Dec. 13) (BR. 03B) S-1 Malibu Boats, Inc., 5075 KIMBERLY WAY, LOUDON, TN, 37774, 865-458-5478 - 0 ($115,000,000.00) Equity, (File 333-192862 - Dec. 13) (BR. 05C) S-3 AMERICAN APPAREL, INC, 747 WAREHOUSE STREET, LOS ANGELES, CA, 90021, 213-488-0226 - 0 ($50,000,000.00) Equity, (File 333-192863 - Dec. 13) (BR. 09B)
Form 8-K is used by companies to file current reports on the following events:
Form 8-K filings can be researched through several SEC EDGAR searches, some of which have item filtering functionality.