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SEC NEWS DIGEST
Issue 2007-246 December 26, 2007
COMMISSION ANNOUNCEMENTS
FEE RATE ADVISORY #5 FOR FISCAL YEAR 2008
The continuing resolution funding the Securities and Exchange
Commission for fiscal year 2008 since Oct. 1, 2007, is being extended
through Dec. 31, 2007. Therefore, fees paid under Section 6(b) of the
Securities Act of 1933 and Sections 13(e), 14(g) and 31 of the
Securities Exchange Act of 1934 will remain at their current rates.
As previously announced, 30 days after the date of enactment of the
Commission's regular fiscal year 2008 appropriation, the Section 31
fee rate applicable to securities transactions on the exchanges and in
the over-the-counter markets will decrease to $11.00 per million
dollars from the current rate of $15.30 per million dollars. The
assessment on security futures transactions under Section 31(d) will
remain unchanged at $0.0042 for each round turn transaction.
In addition, five days after the date of enactment of the Commission's
regular appropriation, the Section 6(b) fee rate applicable to the
registration of securities, the Section 13(e) fee rate applicable to
the repurchase of securities, and the Section 14(g) fee rate
applicable to proxy solicitations and statements in corporate control
transactions will increase to $39.30 per million dollars from the
current rate of $30.70 per million dollars.
The Office of Interpretation and Guidance within the Division of
Trading and Markets is available to answer questions relating to
Section 31. That office may be reached by phone at 202-551-5777 or by
email at tradingandmarkets@sec.gov.
A copy of the Commission's April 30, 2007, order regarding fee rates
for fiscal year 2008 is available at
http://www.sec.gov/rules/other/2007/33-8794.pdf.
The Commission will issue further notices as appropriate to keep the
public informed of developments relating to enactment of the
Commission's regular appropriation and the effective dates for the
above fee rate changes. These notices will be posted at the SEC's
Internet web site at http://www.sec.gov. (Press Rel. 2007-269)
RULES AND RELATED MATTERS
SEC APPROVES JPMORGAN SECURITIES INC.'S APPLICATION TO USE AN
ALTERNATIVE METHOD OF COMPUTING NET CAPITAL
The Commission today approved the application of JPMorgan Securities
Inc., a broker-dealer registered with the Securities and Exchange
Commission, to use the alternative method of computing net capital
contained in Appendix E to Rule 15c3-1 (17 CFR 240.15c3-1e) to the
Securities Exchange Act of 1934. (Rel. 34-57039)
ENFORCEMENT PROCEEDINGS
ORDER DENYING STAY IN THE MATTER OF RICHARD L. SACKS
The Commission issued an order denying the application of Richard L.
Sacks for a stay of the order approving SR-NASD-2006-109, Securities
Exchange Act Rel. No. 56540 (Sept. 26, 2007), 72 FR 56410 (Oct. 3,
2007) relating to the representation of parties in arbitration and
mediation. (Rel. 34-57028)
IN THE MATTER OF DONALD SORRENTINO
On December 21, the Commission issued an Order Instituting
Administrative Proceedings Pursuant to 15(b) of the Securities
Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions
(Order) against Donald Sorrentino, age 61 and a resident of Valley
Stream, NY. The Order finds that from 2002 to 2005, Sorrentino was a
securities lending representative associated with Oppenheimer & Co.,
Inc. (Oppenheimer), a broker-dealer registered with the Commission.
The Order further finds that on June 27, 2007, Sorrentino pled guilty
to one count of conspiracy to commit securities fraud and wire fraud
in violation of Title 18 United States Code, Section 1349 before the
U.S. District Court for the Eastern District of New York, in U.S. v.
Donald Sorrentino, Crim. Information No. 07-CR-509. The count of the
criminal information to which Sorrentino pled guilty alleged, inter
alia, that Sorrentino, together with others, did knowingly and
intentionally conspire to execute a scheme and artifice to defraud
Oppenheimer of money and property and to obtain money and property
from Oppenheimer by means of materially false and fraudulent
pretenses, representations and promises and in executing such scheme
and artifice to defraud did so by means of wire communication in
interstate and foreign commerce.
Based on the above, the Order bars Sorrentino from association with
any broker or dealer. Sorrentino consented to the issuance of the
Order without admitting or denying any of the Commission's findings,
except his guilty plea on June 27, 2007. (Rel. 34-57040; File No. 3-
12911)
SEC v. JARROD W. MCMILLIN, INNOVATIVE PROJECTS, INC., LAURENCE G.
YOUNG, ANNE B. LIEBERMANN, AND JASON A. KOLAKOWSKI
The Commission filed a civil action in the U.S. District Court for the
District of Colorado based on an ongoing fraudulent scheme operating
under the names American Investors Network (AIN), Fairweather
Management, and Access Funding. The Commission charged Jarrod W.
McMillin, Laurence Young, Anne B. Liebermann, and Jason A. Kolakowski,
all of whom live in the Denver area, and Innovative Projects, Inc., an
Arkansas corporation controlled by McMillin, with conducting a Ponzi
scheme by paying purported returns to early investors using money
provided by later investors. The Commission charged all of the
defendants with violating the antifraud and securities offering
registration provisions of the federal securities laws. The Commission
also charged each of the individual defendants with violating the
broker-dealer registration provisions of the federal securities laws.
On the Commission's application, on Thursday, the Court issued a
Temporary Restraining Order, Asset Freeze and Other Equitable Relief,
and Order Setting Preliminary Injunction Hearing (Order).
In its complaint, the Commission alleges that, from approximately
February 2007 through the present, McMillin and Innovative, doing
business as AIN, and Young, doing business as Fairweather and Access
Funding, raised up to $2.9 million from investors. They solicited
investors by misrepresenting that they would use invested funds to
purchase advertising for a variety of products AIN and Fairweather
purportedly sold. However, investor funds were not used to advertise
or sell these products. According to the complaint, McMillin and Young
instead used investor money to pay other investors, pay commissions to
salespeople, and for their personal expenses, among other things. The
Commission alleges that Liebermann and Kolakowski acted as salespeople
for the Ponzi scheme and, with McMillin and Young, continued to
solicit and lull investors through November 2007. The complaint also
alleges that all of the defendants participated in unregistered offers
and sales of securities, and that McMillin, Young, Liebermann, and
Kolakowski acted as unregistered broker-dealers.
The complaint claims that, based on this conduct, all of the
defendants violated Sections 5(a), 5(c) and 17(a) of the Securities
Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934
(Exchange Act) and Rule 10b-5 thereunder. The complaint also claims
that McMillin, Young, Liebermann, and Kolakowski violated Exchange Act
Section 15(a). Among other things, the Court's Order prohibits
McMillin and Young, pending a hearing, from disposing of any assets
and prohibits financial institutions holding these defendants' assets
from allowing any withdrawals. The Order also requires that the
defendants notify the Court of each account they hold with a financial
or brokerage institution. [SEC v. JARROD W. MCMILLIN, INNOVATIVE
PROJECTS, INC., LAURENCE G. YOUNG, ANNE B. LIEBERMANN, AND JASON A.
KOLAKOWSKI (USDC, District of Colorado, Civil Action No. 07 - CV -
02636 REB -- MEH)] (LR-20415)
SELF-REGULATORY ORGANIZATIONS
APPROVAL OF PROPOSED RULE CHANGES
The Commission approved a proposed rule change (SR-NASD-2007-035)
filed by the National Association of Securities Dealers (n/k/a
Financial Industry Regulatory Authority, Inc.) under Section 19(b)(1)
of the Exchange Act. The approved rule change mandates the use of the
automated corporate action liability notification system of a
registered clearing agency when issuing liability notices, provided
both parties to the contract are participants in a registered clearing
agency that has such an automated system. Publication was expected in
the Federal Register during the week of December 17. (Rel. 34-56972)
The Commission approved a proposed rule change (SR-CBOE-2007-129)
submitted by the Chicago Board Options Exchange regarding the CBSX
Floor Post. Publication is expected in the Federal Register during the
week of December 24. (Rel. 34-56997)
IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES
A proposed rule change filed by the International Securities Exchange
(SR-ISE-2007-119) relating to the amendment of International
Securities Exchange Holdings, Inc.'s Certificate of Incorporation and
Trust Agreement has become effective under Section 19(b)(3)(A)(iii) of
the Securities Exchange Act of 1934. Publication is expected in the
Federal Register during the week of December 24. (Rel. 34-56992)
A proposed rule change filed by the Municipal Securities Rulemaking
Board relating to Rule G-14, report of sales or purchases, to extend
the expiration date of the three-hour exception to the fifteen-minute
reporting deadline (SR-MSRB-2007-07) 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 24. (Rel. 34-57002)
A proposed rule change filed by the New York Stock Exchange (SR-NYSE-
2007-112) relating to Rule 15 (ITS and Pre-Opening Applications) 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 24. (Rel. 34-57003)
A proposed rule change (SR-NYSE-2007-108) filed by the New York Stock
Exchange to amend Exchange Rule 325 relating to the financial
responsibility requirements of member organizations 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 24. (Rel. 34-57009)
A proposed rule change filed by the New York Stock Exchange relating
to NYSE Rule 300 (Trading Licenses) (SR-NYSE-2007-116) 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 24. (Rel. 34-57006)
A proposed rule change (SR-CHX-2007-17) filed by the Chicago Stock
Exchange regarding the elimination of provisions relating to Rule 10a-
1 has become effective under Section 19(b)(3)(A). Publication is
expected in the Federal Register during the week of December 24. (Rel.
34-57007)
A proposed rule change filed by the International Securities Exchange
relating to the amendment to its Amended and Restated Constitution
(SR-ISE-2007-117) 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 24. (Rel. 34-57015)
The International Securities Exchange filed a proposed rule change
(SR-ISE-2007-120), which has become effective, relating to Rule 710,
Minimum Trading Increments. Publication is expected in the Federal
Register during the week of December 24. (Rel. 34-57019)
PROPOSED RULE CHANGES
The Commission issued a notice of a proposed rule change and Amendment
No. 1 thereto (SR-CBOE-2007-104) submitted by the Chicago Board
Options Exchange to list and trade Range Options. Publication is
expected in the Federal Register during the week of December 24. (Rel.
34-56993)
The Commission issued a notice of filing of a proposed rule change by
the Municipal Securities Rulemaking Board relating to an amendment to
the Municipal Securities Information Library® System to establish a
pilot system for consolidated dissemination of disclosure documents
and related information through an Internet-based public access portal
(SR-MSRB-2007-06). Publication is expected in the Federal Register
during the week of December 24. (Rel. 34-57004)
The Chicago Board Options Exchange filed a proposed rule change, as
modified by Amendment No. 1 thereto (SR-CBOE-2007-122), under Rule
19b-4 of the Securities Exchange Act of 1934, amending its obvious
error rule for options on indices, ETFs, and HOLDRS. Publication is
expected in the Federal Register during the week of December 24. (Rel.
34-57005)
A proposed rule change (SR-FINRA-2007-020) has been filed by the
Financial Industry Regulatory Authority regarding a proposal to create
an exception from the principal approval requirements for certain
filed sales material. Publication is expected in the Federal Register
during the week of December 24. (Rel. 34-57010)
The American Stock Exchange filed a proposed rule change (SR-Amex-
2007-25), as modified by Amendment No.1, to allow Registered Options
Traders to quote remotely from off the Amex's trading floor on a
limited basis. Publication is expected in the Federal Register during
the week of December 24. (Rel. 34-57011)
The Chicago Board Options Exchange filed a proposed rule change and
Amendment No. 1 thereto (SR-CBOE-2007-03) amending its obvious error
rule for options on indices, ETFs, and HOLDRS. Publication is expected
in the Federal Register during the week of December 24. (Rel. 34-
57012)
The American Stock Exchange filed a proposed rule change (SR-Amex-
2006-31) and Amendment Nos. 1 and 2 thereto relating to annual
shareholder meeting requirements. Publication is expected in the
Federal Register during the week of December 24. (Rel. 34-57016)
The Financial Industry Regulatory Authority filed a proposed rule
change and Amendment No. 1 thereto (SR-FINRA-2007-012) to amend trade
reporting rules to require related market center indicator on certain
non-tape reports submitted to FINRA. Publication is expected in the
Federal Register during the week of December 24. (Rel. . 34-57020)
ACCELERATED APPROVAL OF PROPOSED RULE CHANGES
The Commission granted accelerated approval to a proposed rule change
by the Chicago Board Options Exchange (SR-CBOE-2007-140) to list and
trade options on Shares of the iShares MSCI Mexico Index Fund.
Publication is expected in the Federal Register during the week of
December 24. (Rel. 34-57013)
The Commission granted accelerated approval to a proposed rule change
by the International Securities Exchange (SR-ISE-2007-111) to list and
trade options on the iShares MSCI Mexico Index Fund. Publication is
expected in the Federal Register during the week of December 24. (Rel.
34-57014)
The Commission granted accelerated approval to a proposed rule change
(SR-NYSEArca-2007-108), as modified by Amendment No. 1, submitted by
NYSE Arca to trade shares of 11 funds of the ProShares Trust pursuant
to unlisted trading privileges. Publication is expected in the Federal
Register during the week of December 24. (Rel. 34-57017)
SECURITIES ACT REGISTRATIONS
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 obtained in person or by writing to the
Commission's Public Reference Branch at 100 F Street, N.E.,
Washington, D.C. 20549-1090 or at the following e-mail box address:
publicinfo@sec.gov. In most cases, this information is also available
on the Commission's website: www.sec.gov.
SB-2 DUSKA THERAPEUTICS, INC., TWO BALA PLAZA, SUITE 300, BALA CYNWYD, PA,
19004, 610- 660-6690 - 47,235,000 ($22,200,450.00) Equity,
(File 333-148311 - Dec. 24) (BR. 01A)`
S-4 VAXGEN INC, 349 OYSTER POINT BOULEVARD, SOUTH SAN FRANCISCO, CA, 94080,
6506241000 - 0 ($188,470.59) Equity, (File 333-148312 - Dec. 24)
(BR. 01C)
SB-2 SHIMMER GOLD, INC., 1709 HAMPTON DRIVE, COQUITLAM, A1, V3E 3C9,
604-773-0242 - 8,006,000 ($480,300.00) Equity, (File 333-148313 -
Dec. 24) (BR. )
S-4 VWR Funding, Inc., 1310 GOSHEN PARKWAY, P.O. BOX 2656, WEST CHESTER,
PA, 19380, 610-431-1700 - 0 ($675,000,000.00) Debt, (File 333-148314 -
Dec. 24) (BR. 09B)
S-4 VERASUN ENERGY CORP, 100 22ND AVE, BROOKINGS, SD, 57006, 605-696-7200 -
0 ($888,894,105.40) Equity, (File 333-148315 - Dec. 24) (BR. 06B)
RECENT 8K FILINGS
Form 8-K is used by companies to file current reports on the following events:
1.01 Entry into a Material Definitive Agreement
1.02 Termination of a Material Definitive Agreement
1.03 Bankruptcy or Receivership
2.01 Completion of Acquisition or Disposition of Assets
2.02 Results of Operations and Financial Condition
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation
under an Off-Balance Sheet Arrangement
2.05 Cost Associated with Exit or Disposal Activities
2.06 Material Impairments
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
3.02 Unregistered Sales of Equity Securities
3.03 Material Modifications to Rights of Security Holders
4.01 Changes in Registrant's Certifying Accountant
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review
5.01 Changes in Control of Registrant
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
6.01. ABS Informational and Computational Material.
6.02. Change of Servicer or Trustee.
6.03. Change in Credit Enhancement or Other External Support.
6.04. Failure to Make a Required Distribution.
6.05. Securities Act Updating Disclosure.
7.01 Regulation FD Disclosure
8.01 Other Events
9.01 Financial Statements and Exhibits
8-K reports may be obtained in person or by writing to the
Commission's Public Reference Branch at 100 F Street, N.E.,
Washington, D.C. 20549-1090 or at the following e-mail box address:
publicinfo@sec.gov. In most cases, this information is also available
on the Commission's website: www.sec.gov.
STATE
NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT
AMERICAN URANIUM CORP NV 3.02,9.01 12/20/07
Aspreva Pharmaceuticals CORP A1 8.01,9.01 12/21/07
BIOSHAFT WATER TECHNOLOGY, INC. NV 4.01,9.01 12/04/07 AMEND
BPO Management Services DE 1.01,9.01 10/10/07 AMEND
CASUAL MALE RETAIL GROUP INC DE 1.01,5.02,9.01 12/20/07
CHINA SKY ONE MEDICAL, INC. NV 4.01,9.01 12/17/07
Community Bankers Acquisition Corp. DE 8.01,9.01 12/21/07
Cougar Biotechnology, Inc. 8.01,9.01 12/21/07
Delek US Holdings, Inc. 1.01,8.01,9.01 12/19/07
ECLIPSYS CORP DE 1.01,2.01,9.01 12/20/07
ENCORE ACQUISITION CO DE 7.01,8.01,9.01 12/21/07
FEDERAL MOGUL CORP MI 5.04,9.01 12/21/07
FEDERAL REALTY INVESTMENT TRUST MD 9.01 12/20/07
GULFPORT ENERGY CORP DE 1.01,2.01,7.01,9.01 12/18/07
HARRAHS ENTERTAINMENT INC DE 8.01,9.01 12/21/07
IKON OFFICE SOLUTIONS INC OH 1.01,8.01,9.01 12/20/07
IMEDIA INTERNATIONAL INC DE 1.02,3.02,5.02,8.01 02/16/07
INTERSTATE BAKERIES CORP/DE/ DE 7.01,9.01 12/21/07
IROBOT CORP DE 7.01,9.01 12/21/07
Ivivi Technologies, Inc. NJ 3.01,5.03,9.01 12/21/07
LAM RESEARCH CORP DE 1.01,2.03 12/18/07
LAM RESEARCH CORP DE 4.02,9.01 12/18/07
LEFT BEHIND GAMES INC. WA 8.01,9.01 12/21/07
MANNKIND CORP 5.02,9.01 12/20/07
MoSys, Inc. CA 5.03,9.01 12/20/07
Neiman Marcus, Inc. DE 5.02 12/21/07
Orion Marine Group Inc de 5.02 12/21/07
PHOTON DYNAMICS INC CA 3.01,9.01 12/19/07
QUALITY DISTRIBUTION INC FL 1.01,2.01,2.03,9.01 12/18/07
QUANEX CORP DE 1.01,9.01 12/19/07
SOUTHWEST CASINO CORP 5.05,9.01 12/20/07
SPACEDEV, INC. CO 1.01,3.02,9.01 12/19/07
TreeHouse Foods, Inc. DE 2.01,9.01 10/15/07 AMEND
VIVUS INC CA 1.01,5.02,9.01 12/19/07
XATA CORP /MN/ MN 1.01,3.02,7.01,9.01 12/19/07
http://www.sec.gov/news/digest/2007/dig122607.htm
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