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COMMISSION ANNOUNCEMENTSCommission MeetingsClosed Meeting - Friday, June 19, 2009 - 11:00 a.m.The subject matter of the Closed Meeting scheduled for Friday, June 19, 2009, will be: institution and settlement of injunctive actions; institution and settlement of administrative proceedings; and other matters related to enforcement proceedings. 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. RULES AND RELATED MATTERSFacilitating Shareholder Director NominationsThe Securities and Exchange Commission proposed a comprehensive series of rule amendments to facilitate the rights of shareholders to nominate directors on corporate boards. Under proposed Exchange Act Rule 14a-11, certain shareholders would be able to include their nominees for director in the company's proxy materials unless the shareholders are otherwise prohibited - either by applicable state law or a company's governing documents - from nominating a candidate for election as director. In addition, under the proposed amendment to Exchange Act Rule 14a-8(i)(8), companies generally would not be permitted to exclude shareholder proposals that would amend, or that request an amendment to, a company's governing documents regarding nomination procedures or disclosures related to shareholder nominations, provided the proposal does not conflict with proposed Rule 14a-11. The Commission is seeking public comment on the proposal. Public comment must be received by the Commission within 60 days after publication in the Federal Register. (Rels. 33-9046; 34-60089; IC-28765; File No. S7-10-09) ENFORCEMENT PROCEEDINGSIn the Matter of Raymond ThomasOn June 10, the Commission issued an Order Pursuant to Section 203(f) of the Investment Advisers Act Making Findings and Imposing Remedial Sanctions (Order) in the above captioned matter. Pursuant to the terms of the Order, Raymond Thomas is barred from association with any investment adviser. (Rel. IA-2891; File No. 3-13408) Securities and Exchange Commission Orders Hearing on Registration Revocation or Suspension Against Five Public Companies for Failure to Make Required Periodic FilingsOn June 10, the Commission 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 five companies for failure to make required periodic filings with the Commission:
In this Order, the Division of Enforcement (Division) alleges that the five 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 or 13a-16 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. 34-60090; File No. 3-13511) In the Matter of Keevin H. Leonard and Robert F. MalinOn June 10, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Notice of Hearing (Order) against Keevin H. Leonard (Leonard) and Robert F. Malin (Malin) (collectively, Respondents). The Order alleges that: From February 2002 through March 2003, Leonard was a manager of the proprietary desk at A.B. Watley, Inc. (Watley), a day trading firm registered with the Commission as a broker-dealer, and a general securities principal of Watley. During all relevant times, Leonard had Series 7 and 24 licenses. Malin was Vice Chairman of Watley Group, the parent company of Watley, from approximately January 1999 through 2004, and President of Watley, a day trading firm registered with the Commission as a broker-dealer, from approximately September 2002 through April 2004. During all relevant times, Malin had Series 7 and 63 licenses. For a portion of the time in which Respondents engaged in the conduct underlying the indictment described below, Respondents were associated with a broker-dealer registered with the Commission. The Order further alleges that on April 22, 2009, Respondents were found guilty of one count of conspiracy to commit securities fraud, a felony, in the United States District Court in the Eastern District of New York. U.S. v. Mahaffy, No. 05-CR-613 (JG) (E.D.N.Y. April 22, 2009). The conspiracy count of the criminal indictment of which Respondents were found guilty alleges, inter alia, that, while associated with Watley, Respondents participated in a scheme to use confidential information improperly obtained from broker-dealers' "squawk boxes" to trade ahead of the broker-dealers' institutional orders. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Leonard and Malin 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 210 days from the date of service of the Order Instituting Proceedings. (Rel. 34-60091; File No. 3-13512) In the Matter of Brent LemonsOn June 10, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions (Order) against Brent Lemons. The Order finds that Lemons, a 51 year old resident of Arlington, Texas, from August through October 1998, was a registered representative associated with broker-dealers registered with the Commission. On May 27, 2009, an interlocutory judgment was entered by consent against Lemons, permanently enjoining him from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange Commission v. Brent Lemons, Civil Action Number 6:08-CV-00308, in the United States District Court for the Eastern District of Texas, Tyler Division. The Commission's complaint alleged that, in connection with the offer and sale of securities, Lemons misused and misappropriated investor funds, falsely stated to investors that their funds were invested, sent out false account statements indicating that investors funds were fully invested and earning returns, and otherwise engaged in a variety of conduct which operated as a fraud and deceit on investors. Based on the above, the Order bars Brent Lemons from association with any broker or dealer. Brent Lemons consented to the issuance of the Order without admitting or denying any of the findings except as to the Commission's personal jurisdiction over him, the Commission's subject matter jurisdiction of the proceedings and the entry of the interlocutory judgment by the court. (Rel. 34-60092; File No. 3-13513) In the Matter of Ricky D. Van VleetOn June 11, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (Order) against Ricky D. Van Vleet of Fort Collins, Colorado. The Order finds that from February 2003 through November 2004, Van Vleet, though not registered with the Commission, acted as a broker with respect to the offer and sale of securities, including promissory notes. On Nov. 4, 2008, Van Vleet pled guilty to one count of securities fraud, a class three felony, in violation of Colo. Rev. Stat. Section 11-51-501(1)(b) before the Colorado District Court, Larimer County, in People v. Van Vleet, Case No. 08CR389. The count of the criminal indictment to which Van Vleet pled guilty alleged that between February 2003 and November 2004, Van Vleet defrauded investors by means of materially false and misleading statements and omissions in connection with the offer or sale of securities in Colorado. On Feb. 24, 2009, Van Vleet was sentenced to a prison term of ten years followed by five years of mandatory parole and ordered to make restitution in the amount of $2,995,500. Based on the above, the Order bars Van Vleet from association with any broker or dealer. Van Vleet consented to the issuance of the Order without admitting or denying any of the findings in the Order except those relating to jurisdiction and his criminal conviction. (Rel. 34-60095; File No. 3-13514) In the Matter of Today's Man, Inc.An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations by Default (Default Order) in Today's Man, Inc., Administrative Proceeding No. 3-13473. The Order Instituting Proceedings alleged that Today's Man, Inc., Tokheim Corp., The Topaz Group, Inc., Toth Aluminum Corp., Tower Air, Inc., TPC Liquidation, Inc., The Translation Group, Ltd., Trend-Lines, Inc., and Tri-Lite, Inc., each failed repeatedly to file required annual and quarterly reports while their securities were registered with the Securities and Exchange Commission. The Default Order finds the allegations to be true as to the Respondents. It revokes the registrations of each class of registered securities of Today's Man, Inc., Tokheim Corp., The Topaz Group, Inc., Toth Aluminum Corp., Tower Air, Inc., TPC Liquidation, Inc., The Translation Group, Ltd., Trend-Lines, Inc., and Tri-Lite, Inc., pursuant to Section 12(j) of the Securities Exchange Act of 1934. (Rel. 34-60097; File No. 3-13473) Court Permanently Enjoins Forest Resources Management Corp. and Chaim Justman in Fraudulent Sale of SecuritiesThe Securities and Exchange Commission announced that on April 14, 2009, the United States District Court for the Southern District of New York entered a final judgment on default against defendant Forest Resources Management Corp., of New York, New York, in an action filed in February by the Commission. The final judgment entered by Hon. Jed S. Rakoff permanently enjoins Forest from further violations of Sections 5(a) and 5(c) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission further announced that on April 29, 2009, the Court entered a partial consent judgment against defendant Chaim Justman, of Brooklyn, New York Without admitting or denying the allegations of the Commission's complaint, Justman consented to the entry of judgment that permanently enjoins him from further violations of Sections 5(a) and 5(c) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The judgment provides that Justman will disgorge his ill-gotten gains and prejudgment interest and pay a civil penalty in amounts to be determined by the Court. The Commission's complaint alleges that Forest, Justman, and others made material misrepresentations to Forest's transfer agent in order to obtain millions of restricted shares without the required restricted legend. A registration statement was never in effect for the shares issued to Justman and his nominees. Justman and his nominees then sold these unlegended shares on the open market, falsely holding them out to the investing public as free-trading shares, when in fact they were restricted stock. Justman received more than $110,000 from the improper sale of these shares. The litigation is continuing against the remaining defendant. For further information, see Litigation Release No. 20878 (Feb. 2, 2009) and Litigation Release 20980 (Mar. 31, 2009). [SEC v. Forest Resources Management Corp., et al., Civil Action 09 Civ. 903 (JSR) (SDNY)] (LR-21080) INVESTMENT COMPANY ACT RELEASESHarris & Harris Group, Inc.A certification has been issued pursuant to Section 851(e) of the Internal Revenue Code of 1986, as amended, that Harris & Harris Group, Inc. was, for the fiscal year ended Dec. 31, 2008, principally engaged in the furnishing of capital to other corporations which are principally engaged in the development or exploitation of inventions, technological improvements, new processes or products not previously generally available. (Rel. IC-28761 - June 9) RBC Capital Markets Corporation, et al.The Commission has issued a temporary order to RBC Capital Markets Corporation, et al. (RBC) under Section 9(c) of the Investment Company Act with respect to an injunction issued by the U.S. District Court for the Southern District of New York on June 9, 2009. The temporary order exempts applicants and companies of which RBC is or becomes an affiliated person from the provisions of Section 9(a) of the Act until the Commission takes final action on an application for a permanent order. The Commission also has issued a notice giving interested persons until July 6, 2009, to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC-28762 - June 9) Deutsche Bank Securities Inc., et al.The Commission has issued a temporary order to Deutsche Bank Securities Inc., et al. (DBSI) under Section 9(c) of the Investment Company Act with respect to an injunction issued by the U.S. District Court for the Southern District of New York on June 9, 2009. The temporary order exempts applicants and companies of which DBSI is or becomes an affiliated person from the provisions of Section 9(a) of the Act until the Commission takes final action on an application for a permanent order. The Commission also has issued a notice giving interested persons until July 6, 2009, to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC-28763 - June 9) Banc of America Securities LLC, et al.The Commission has issued a temporary order to Banc of America Securities LLC, et al. (BAS) under Section 9(c) of the Investment Company Act with respect to an injunction issued by the U.S. District Court for the Southern District of New York on June 9, 2009 (Injunction). The temporary order exempts applicants and companies of which either BAS or Banc of America Investment Services, Inc. is or becomes an affiliated person from the provisions of Section 9(a) until the Commission takes final action on an application for a permanent order. The Commission also has issued a notice giving interested persons until July 6, 2009, to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC-28764 - June 9) SELF-REGULATORY ORGANIZATIONSAccelerated Approval of Proposed Rule ChangeThe Commission issued notice of filing and granted accelerated approval of a proposed rule change submitted by NYSE Arca (SR-NYSEArca-2009-46), through its wholly owned subsidiary, NYSE Arca Equities, Inc., relating to the listing and trading of Safety First Trust Certificates Linked to the S&P 500(R) Index. Publication is expected in the Federal Register during the week of June 15. (Rel. 34-60072) SECURITIES ACT REGISTRATIONSRECENT 8K FILINGS
http://www.sec.gov/news/digest/2009/dig061109.htm
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