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Commission AnnouncementsCommission Announces Enforcement Results For FY 2013The Securities and Exchange Commission (Commission) today announced that the agency’s enforcement actions in fiscal year 2013 resulted in a record $3.4 billion in monetary sanctions ordered against wrongdoers. The SEC filed 686 enforcement actions in the fiscal year that ended in September. The $3.4 billion in disgorgement and penalties resulting from those actions is 10 percent higher than FY 2012 and 22 percent higher than FY 2011, when the SEC filed the most actions in agency history. “A strong enforcement program helps produce financial markets that operate with integrity and transparency, and reassures investors that they can invest with confidence,” said Mary Jo White, Chair of the SEC. “I am incredibly proud of the dedicated and talented women and men of the Enforcement Division. Our results show that we are prepared to tackle the breadth and complexity of today’s securities markets.” George S. Canellos, co-director of the SEC’s Division of Enforcement, said, “We are focused on addressing wrongdoing in all corners of the financial industry. Going forward, we will continue to be aggressive but fair in our pursuit of those who violate the securities laws.” Andrew J. Ceresney, co-director of the SEC’s Division of Enforcement, added, “Numbers tell only a part of the story as we look to bring high-quality enforcement actions that make an impact across the market. We are proud of the terrific results achieved by our hardworking and committed staff and pleased with the strong and robust pipeline of investigations they’ve developed for the year ahead.” SEC Enforcement in Fiscal Year 2013Market Structure and Exchanges — The SEC brought several significant actions against stock exchanges and other market participants on issues relating to market structure and fair market access. The SEC obtained its largest-ever penalty against an exchange when NASDAQ agreed to pay a $10 million penalty for its poor systems and decision-making during the Facebook IPO. FY 2013 also included the SEC’s first penalty against an exchange for violations relating to regulatory oversight when the agency charged the Chicago Board Options Exchange (CBOE) and an affiliate for various systemic breakdowns. Gatekeepers ― The SEC is focused on holding accountable accountants, attorneys, and others who have special duties to ensure that the interests of investors are safeguarded. Among actions against auditors, the SEC charged the Chinese affiliates of major accounting firms for refusing to produce documents related to China-based companies being investigated. And the SEC charged trustees and directors for failing to uphold their responsibilities under the securities laws. Insider Trading — Continuing its pursuit of those who unlawfully trade on material, nonpublic information, the SEC filed multiple actions alleging wrongdoing at S.A.C. Capital Advisors and its affiliates, including an action against Steven Cohen for failing to supervise two senior employees and prevent them from insider trading under his watch. Municipal Securities — The SEC increased its attention to securities violations by municipalities and other participants in the market for securities of cities and other governmental issuers. Financial Crisis Enforcement Actions — With several more enforcement cases in FY 2013 against individuals and entities whose actions contributed to the financial crisis, the SEC has now filed enforcement actions against 169 individuals and entities arising from the financial crisis resulting in more than $3 billion in disgorgement, penalties, and other monetary relief for the benefit of harmed investors. The individuals charged include 70 CEOs, CFOs, or other senior executives. New Admissions Policy — The SEC changed its longstanding settlement policy and now requires admissions of misconduct in a discrete category of cases where heightened accountability and acceptance of responsibility by a defendant are appropriate and in the public interest. The first settlements under the new policy came in actions against Philip A. Falcone and his firm Harbinger Capital Partners, and JPMorgan Chase & Co. Going to Trial — The SEC continued to aggressively deploy litigation resources to maximize the deterrent impact of enforcement actions. One successful example in FY 2013 is the favorable verdict obtained at trial against former Goldman Sachs Vice President Fabrice Tourre, who was found liable for his role in marketing a CDO. The SEC also obtained a favorable decision after a lengthy trial against optionsXpress and two individuals for engaging in sham transactions to give the illusion of compliance with Reg SHO. Whistleblower Tips — The SEC’s Office of the Whistleblower received 3,238 tips in the past year and paid more than $14 million to whistleblowers whose information substantially advanced enforcement actions. New Forward-Looking Initiatives
(Press Rel. 2013-264) ENFORCEMENT PROCEEDINGSIn the Matter of Alex HalimiOn December 17, 2013, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, and Section 9(b) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Order) against Alex Halimi. The Order finds that from approximately November 2008 to August 2012, Halimi, operating through Cannes Capital Advisors, LLC, solicited investors and regularly placed orders for securities transactions on behalf of others in exchange for transaction-based compensation. Although Halimi had previously been licensed and associated with registered broker-dealers, he failed to register Cannes with the Commission as a broker-dealer. The Order finds that by this conduct, Halimi violated Section 15(a) of the Securities Exchange Act of 1934 (Exchange Act). Based on the above, the Order requires Halimi to cease-and-desist from committing or causing any violations and any future violations of Section 15(a) of the Exchange Act, to pay disgorgement of $522,785, prejudgment interest of $17,174.34 and civil penalties of $125,000. The Order further bars Halimi from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization; bars him 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; and bars him from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock; with the right to apply for reentry after five years to the appropriate self-regulatory organization, or if there is none, to the Commission. Halimi consented to the issuance of the Order without admitting or denying any of the findings. (Rel. 34-71097) In the Matter of Frank DappahThe Commission today announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Sanctions (Order) against Frank Dappah (Dappah). The Order finds that Dappah was the principal of Yatalie Capital Management, a/k/a Yatalie Capital Management Co., Creato Funds L.P., a/k/a Yatalie Capital, Inc., a/k/a Creato Funds L.P., a/k/a Yatalie Capital Management Co. (collectively, Yatalie), an investment adviser registered with the Commission. The Order further finds that on November 21, 2013, a judgment was entered by consent against Dappah that permanently enjoins him from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 203A, 204, 206(1), 206(2), 206(4) and 207 of the Investment Advisers Act of 1940 and Rules 204-2 and 206(4)-1 thereunder, in the civil action entitled Securities and Exchange Commission v. Frank Dappah, et al., Civil Action Number 3:13-cv-00546, in the United States District Court for the Western District of North Carolina. The Commission’s complaint against Dappah in the civil action alleged, among other things, that Dappah and Yatalie (which Dappah controlled) wrongfully charged and deducted fees from client accounts without the authorization or consent of clients. Based on the above, the Order bars Dappah from association with any investment adviser, broker, dealer, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization. Dappah consented to the issuance of the Order. (Rel. IA-3740) Entities Ordered to Cease and DesistSeveral investment vehicles and other entities associated with Craig Berkman (Berkman) have been ordered to cease and desist from violating the antifraud provisions of the federal securities laws. These entities — Face Off Acquisitions, LLC; Face Off Management, LLC, a/k/a Face Off Acquisitions Management, LLC; Ventures Trust II LLC; Ventures Trust III LLC; Ventures Trust IV LLC; Ventures Trust V LLC; Ventures Trust VI LLC; Ventures Trust Asset Fund LLC; Ventures Trust Management LLC; Ventures Trust Asset Management, LLC, a/k/a Ventures Trust II Asset Management, LLC; Assensus Capital, LLC; and Assensus Capital Management, LLC — had raised funds from investors based on false representations that the funds would be used to acquire pre-IPO shares in social media or other cutting-edge companies. The funds were misappropriated or otherwise misused. The sanctions were ordered in an administrative proceeding before an administrative law judge. Berkman was previously sanctioned for his role in the wrongdoing. (ID-541) In the Matter of Ronald Gene AnglinThe 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 Ronald Gene Anglin (Anglin), a resident of Canyon Country, California. Anglin was formerly a registered representative and investment adviser representative for Merrill Lynch, Pierce, Fenner & Smith Inc. from September 2008 to May 2011. In the Order, the Division of Enforcement alleges that on October 4, 2012, Anglin pleaded guilty to one count of mail fraud in violation of 18 U.S.C. Section 1341 before the United States District Court for the Central District of California in the criminal action entitled U. S. v. Ronald Gene Anglin, Case No. 2:12-CR-00232-SJO. The count of mail fraud to which Anglin pleaded guilty alleged, inter alia, that in or around 2010, Anglin executed a scheme whereby he forged letters of authorization purportedly from a customer to Merrill Lynch that requested the disbursement of the customer’s funds from the customer’s Merrill Lynch accounts to be sent by the United States Postal Service or a commercial interstate carrier to addresses that Anglin specified in the forged letters of authorization. Pursuant to the forged letters of authorization, the checks that Anglin caused to be mailed from the customer’s accounts at Merrill Lynch were made payable to people or entities that had no connection to the addresses to which he had the checks sent. When the checks arrived at those addresses, Anglin picked up the checks or had them brought either to him or to others acting under his instructions. Those checks from the customer’s accounts at Merrill Lynch then would be deposited in bank accounts under Anglin’s control or the control of someone in his wife’s family for their use. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Anglin 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. 34-71109) INVESTMENT COMPANY ORDERSHorizons ETFs Management (USA) LLC and Horizons ETF TrustAn order has issued on an application filed by Horizons ETFs Management (USA) LLC and Horizons ETF Trust. The order permits: (a) certain open-end management investment companies or series thereof 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-30833) SELF-REGULATORY ORGANIZATIONSImmediate Effectiveness of Proposed Rule ChangeChicago Mercantile Exchange Inc. filed a proposed rule change (File No. SR-CME-2013-32) under Section 19(b)(1) of the Securities Exchange Act of 1934 related to modifications to the OTC IRS Fee Schedule and changes to the IRS Manual of Operations. Publication is expected in the Federal Register during the week of December 16th. (Rel. 34-71088) A proposed rule change filed by the Chicago Board Options Exchange, Incorporated to amend the CBSX fees schedule (SR-CBOE-2013-119) 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. 34-71089) A proposed rule change filed by the International Securities Exchange, LLC relating to Back-Up Trading Arrangements (SR-ISE-2013-61) 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. 34-71092) A proposed rule change (SR-CBOE-2013-118) filed by the Chicago Board Options Exchange, Incorporated related to trades for less than $1 has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected to be made in the Federal Register during the week of December 16th. (Rel. 34-71093). A proposed rule change (SR-NYSEMKT-2013-100) filed by the NYSE MKT LLC extending its program that allows transactions to take place at a price that is below $1 per option contract until January 5, 2015 has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected to be made in the Federal Register during the week of December 16th. (Rel. 34-71095) A proposed rule change filed by NASDAQ OMX PHLX LLC to extend the cabinet trading pilot program (SR-Phlx-2013-120) 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 December 16th. (Rel. 34-71096) A proposed rule change (SR-NYSEArca-2013-140) filed by the NYSE Arca, Inc. extending its program that allows transactions to take place at a price that is below $1 per option contract until January 5, 2015 has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected to be made in the Federal Register during the week of December 16th. (Rel. 34-71094) A proposed rule change filed by The NASDAQ Stock Market LLC to describe the implementation of Rule 4626(b)(3) (SR-NASDAQ-2013-152) 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. 34-71098) A proposed rule change filed by the Topaz Exchange LLC related to market data offerings (SR-Topaz-2013-17) 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. 34-71087) A proposed rule change has been filed for immediate effectiveness by NASDAQ OMX BX, Inc. relating to an extension of the Exchange’s Penny Pilot Program (SR-BX-2013-061) 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. No. 34-71107) A proposed rule change (SR-CBOE-2013-124), filed by Chicago Board Options Exchange, Incorporated, 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. 34-71103) A proposed rule change (SR-C2-2013-041), filed by C2 Options Exchange, Incorporated, 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. 34-71104) A proposed rule change has been filed for immediate effectiveness by The NASDAQ Stock Market LLC relating to an extension of the Exchange’s Penny Pilot Program and replacement of Penny Pilot issues that have been delisted (SR-NASDAQ-2013-154) 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. No. 34-71105) A proposed rule change has been filed for immediate effectiveness by NASDAQ OMX PHLX LLC relating to an extension of the Exchange’s Penny Pilot Program and replacement of Penny Pilot issues that have been delisted (SR-Phlx-2013-123) 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. 34-71106) A proposed rule change filed by NASDAQ OMX PHLX LLC to amend two features relating to Complex Orders (SR-Phlx-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. 34-71108) Notice of Proposed Rule ChangeThe Options Clearing Corporation (OCC) filed a proposed rule change (File No. SR-OCC-2013-22) under Section 19(b)(1) of the Securities Exchange Act of 1934 to make a non-material housekeeping rule change so that OCC’s membership qualifications accurately reflect current operational practices. Publication is expected in the Federal Register during the week of December 16th. (Rel. 34-71090) Approval of a Proposed Rule ChangeThe Commission has approved a proposed rule change filed by the Fixed Income Clearing Corporation (FICC) pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934 to make the U.S. Department of the Treasury’s floating rate notes eligible for netting service and GCF RepoŽ at FICC’s Government Securities Division (SR-FICC-2013-09). Publication is expected in the Federal Register during the week of December 16th. (Rel. No. 34-71091) SECURITIES ACT REGISTRATIONSThe 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 MICROVISION INC, 6244 185TH AVE NE, REDMOND, WA, 98052, 425-936-6847 -
0 ($25,000,000.00) Equity, (File 333-192864 - Dec. 16) (BR. 10B)
S-4 CASCADE BANCORP, 1100 N W WALL ST, P O BOX 369, BEND, OR, 97709,
5413856205 - 0 ($113,517,052.21) Equity, (File 333-192865 - Dec. 16)
(BR. 07C)
S-1 WCI Communities, Inc., 24301 WALDEN CENTER DRIVE, BONITA SPRINGS, FL,
34134, 239-947-2600 - 0 ($102,206,250.00) Equity, (File 333-192866 -
Dec. 16) (BR. 06B)
S-8 PROCTER & GAMBLE Co, ONE PROCTER & GAMBLE PLAZA, CINCINNATI, OH, 45202,
5139831100 - 635,000 ($52,641,500.00) Equity, (File 333-192867 -
Dec. 16) (BR. 06B)
S-1 KETDARINA CORP, INCORP SERVICES, INC, 2360 CORPORATE CIRCLE STE 400,
NV, 89074-7722, 702 866 2500 - 1,680,000 ($50,400.00) Equity,
(File 333-192874 - Dec. 16) (BR. 02)
S-8 TETRALOGIC PHARMACEUTICALS CORP, 343 PHOENIXVILLE PIKE, MALVERN, PA,
19355, 610-889-9900 - 0 ($43,627,710.00) Equity, (File 333-192875 -
Dec. 16) (BR. 01B)
S-3 AMICUS THERAPEUTICS INC, 6 CEDAR BROOK DRIVE, CRANBURY, NJ, 08512,
(609) 662-2000 - 0 ($19,064,500.00) Equity, (File 333-192876 - Dec. 16)
(BR. 01B)
S-1 Asiya Pearls, Inc., H.2434, TENGENGAR GALLI, NEAR SHEETAL HOTEL,
BELGAUM, KARNATAKA, K7, 590001, 312-454-0061 -
5,000,000 ($50,000.00) Equity, (File 333-192877 - Dec. 16) (BR. )
S-1 NEW ENERGY TECHNOLOGIES, INC., 9192 RED BRANCH RD, SUITE 110, COLUMBIA,
MD, 21045, 800-213-0689 - 5,701,304 ($9,799,392.00) Equity,
(File 333-192879 - Dec. 16) (BR. 06B)
S-1 BIOLIFE SOLUTIONS INC, 3303 MONTE VILLA PARKWAY, SUITE 310, BOTHELL,
WA, 98021, 4254011400 - 0 ($10,000,000.00) Equity, (File 333-192880 -
Dec. 16) (BR. 10A)
S-1 Petron Energy II, Inc., 17950 PRESTON ROAD, SUITE 960, DALLAS, TX,
75252, 972-272-8190 - 150,866,346 ($603,465.38) Equity,
(File 333-192881 - Dec. 16) (BR. 04A)
S-3ASR DIGITALGLOBE, INC., 1601 DRY CREEK DRIVE, SUITE 260, LONGMONT, CO,
80503, 3036844000 - 0 ($0.00) Other, (File 333-192882 - Dec. 16)
(BR. 11C)
F-3ASR BRASKEM SA, RUA ETEND NO 1561, CAMARACI BAHIA BRAZIL, D5, 42810-000,
011551134439744 - 0 ($0.00) Unallocated (Universal) Shelf,
(File 333-192883 - Dec. 16) (BR. 06B)
S-3 STANDARD REGISTER CO, 600 ALBANY ST, DAYTON, OH, 45401, 5134341000 -
3,679,389 ($23,768,852.94) Equity, (File 333-192884 - Dec. 16) (BR. 05C)
S-1 ENERGY FOCUS, INC/DE, 32000 AURORA ROAD, SOLON, OH, 44139, 5104900719 -
32,479,187 ($16,239,593.50) Equity, (File 333-192885 - Dec. 16)
(BR. 11A)
S-8 BROCADE COMMUNICATIONS SYSTEMS INC, 130 HOLGER WAY, SAN JOSE, CA,
95134-1376, (408) 333-8000 - 2,400,000 ($13,584,000.00) Equity,
(File 333-192886 - Dec. 16) (BR. 03A)
S-1 Writers Group Film Corp, 8200 WILSHIRE BLVD., SUITE 200, BEVERLY HILLS,
CA, 90211, 310-461-3737 - 1,127,392,046 ($338,217.61) Equity,
(File 333-192887 - Dec. 16) (BR. 05B)
S-1 GENSPERA INC, 2511 N LOOP 1604 W, SUITE 204, SAN ANTONIO, TX, 78258,
(210) 479-8112 - 50,000 ($101,500.00) Equity, (File 333-192890 -
Dec. 16) (BR. 01A)
S-3 MARCHEX INC, 520 PIKE STREET, SUITE 2000, SEATTLE, WA, 98101,
206-774-5000 - 0 ($79,470,000.00) Equity, (File 333-192891 - Dec. 16)
(BR. 03B)
S-4 Pinnacle Foods Inc., 399 JEFFERSON ROAD, PARSIPPANY, NJ, 07054,
973-541-6620 - 0 ($350,000,000.00) Debt, (File 333-192892 - Dec. 16)
(BR. 04B)
S-8 SCHWAB CHARLES CORP, 211 MAIN STREET, SAN FRANCISCO, CA, 94105,
415-667-7000 - 0 ($200,000,000.00) Equity, (File 333-192893 - Dec. 16)
(BR. 12A)
S-1 Rice Energy Inc., 171 HILLPOINTE DRIVE, SUITE 301, CANONSBURG, PA,
15317, (724) 746-6720 - 0 ($800,000,000.00) Equity, (File 333-192894 -
Dec. 16) (BR. 04A)
RECENT 8K FILINGSForm 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.
http://www.sec.gov/news/digest/2013/dig121713.htm
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