SEC News Digest

COMMISSION ANNOUNCEMENTS

Commission Meetings

Following is a schedule of Commission meetings, which will be conducted under provisions of the Government in the Sunshine Act. Meetings will be scheduled according to the requirements of agenda items under consideration.

Open meetings will be held in the Auditorium, Room L-002 at the Commission's headquarters building, 100 F Street, N.E., Washington, D.C. Visitors are welcome at all open meetings, insofar as space is available. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record a Commission meeting should notify the Secretary's office 48 hours in advance of the meeting.

Any member of the public who requires auxiliary aids such as a sign language interpreter or material on tape to attend a public meeting should contact SECInterpreter@SEC.gov at least three business days in advance. For any other reasonable accommodation related disability contact Disability Program Officer or call 202-551-4158.

Open Meeting - Monday, January 11, 2010 at 9:30 a.m

The subject matter of the January 11 Open Meeting will be:

The Commission will hear oral argument in an appeal by Diane M. Keefe ("Keefe"), a former employee of Pax World Management Corp. ("Pax Management"), a registered investment adviser, from the decision of an administrative law judge. The law judge found that Keefe, a portfolio manager of the Pax World High Yield Fund ("Fund"), an investment company registered with the Commission and advised by Pax Management, willfully violated Section 34(b) of the Investment Company Act of 1940. The law judge suspended Keefe for twelve months from association with an investment adviser, broker, or dealer.

Among the issues likely to be argued are whether Keefe willfully violated Investment Company Act Section 34(b) and, if so, whether and to what extent sanctions should be imposed on her.

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.

Perot Systems Insider Trader Agrees to Return $8.6 Million in Illicit Profits

The Securities and Exchange Commission today announced that a former Perot family companies employee it charged with insider trading in September has agreed to return all of his illicit profits - a total of more than $8.6 million.

Just two days after Dell Inc. announced plans to acquire Perot Systems, the SEC charged Reza Saleh of Richardson, Texas, with insider trading, alleging that he illegally traded in Perot Systems call options after learning about the merger before it was announced. The SEC obtained a court order at that time freezing all of Saleh's trading profits.

Under the terms of the settlement filed today in federal court in Dallas, the SEC plans to ask the court to appoint a third party to recommend a distribution plan for Saleh's illegal profits. The SEC also will ask the court to impose a financial penalty against Saleh. The settlement is subject to court approval.

Without admitting or denying the allegations in the SEC's complaint, Saleh agreed to be permanently enjoined from violations of the anti-fraud provisions of the Securities Exchange Act of 1934. Saleh further agreed to an SEC administrative order barring him from future association with any investment adviser.

The SEC appreciates the ongoing assistance of the Chicago Board Options Exchange, Options Regulatory Surveillance Authority, the Nasdaq OMX and the Financial Industry Regulatory Authority (FINRA) in this matter. (Press Rel. 2010-2)

ENFORCEMENT PROCEEDINGS

In the Matter of Home Solutions of America, Inc.

On January 5, the Commission issued an order revoking the registration of the registered securities of Home Solutions of America, Inc. The company had repeatedly failed to file required annual and quarterly reports with the Securities and Exchange Commission. Thus, it 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 revocation was ordered in an administrative proceeding before an administrative law judge. (Rel. 34-61285; File No. 3-13699)

In the Matter of Nolan Wayne Wade

On December 22, the Honorable Keith Starrett, United States District Judge for the Southern District of Mississippi, entered a Final Judgment imposing a permanent injunction, $174,514 in disgorgement, $31,208 in prejudgment interest thereon, and a civil penalty of $6,500 against Nolan Wayne Wade ("Wade") of Moselle, Mississippi. Wade consented to the entry of the injunctive relief, the disgorgement amount, and the prejudgment interest without admitting or denying the allegations of the Complaint.

The Complaint against Wade charged him with violating a Commission Order issued in 2003 prohibiting him from participating in any offering of a penny stock (the "Penny Stock Bar"). The Complaint alleged, specifically, that Wade violated the Penny Stock Bar by: (1) selling 1,154,196 shares of Bio Solutions Manufacturing, Inc ("Bio Manufacturing), to foreign investors on or about May 15, 2006; (2) inducing, as President of Bio Solutions Franchise, Inc. ("Bio Franchise"), the issuance by Bio Manufacturing to Bio Franchise of ten million restricted shares of Bio Manufacturing common stock, in exchange for all of the outstanding shares of Bio Franchise's wholly owned subsidiary, Bio Extraction Services, Inc. ("Bio Extraction"), on or about June 30, 2006; (3) inducing Bio Franchise and another company controlled by Wade, Innovative Industries, LLC, to acquire and sell several million shares of Bio Manufacturing stock to foreign investors in 2005 and 2006.

In entering the Final Judgment, the Court restated the permanent injunctive relief that it entered against Wade in its previous Consent Order, prohibiting Wade from participating in any future penny stock offering in violation of the Commission's Order and Section 15(b)(6)(B)(i) of the Securities Exchange Act of 1934 [15 U.S.C. S 78o(b)(6)(B)(i)].

For further information, see LR-20734 (Sept. 22, 2008) Securities and Exchange Commission v. Nolan Wayne Wade, Civil Action No. 2:08cv209-KS-MTP (S.D. Miss.) (Hattiesburg Div.) (LR-21358)

In the Matter of Ken Okada

On January 5, the Commission announced that on December 17, 2009, the Honorable P. Kevin Castel, United States District Judge for the Southern District of New York, entered a final judgment against Ken Okada, the last remaining defendant in SEC v. Guttenberg, et al., C.A. No. 07 CV 1774 (S.D.N.Y.), an insider trading case the Commission filed against fourteen defendants on March 1, 2007. The final judgment against Okada successfully concludes this litigation, as the Court has previously entered final judgments against the other defendants.

The Commission's complaint alleged two related insider trading schemes in which Wall Street professionals serially traded on material, nonpublic information tipped, in exchange for kickbacks, by insiders at UBS Securities LLC and Morgan Stanley & Co., Inc. The complaint alleged that in the first scheme, from 2001 through 2006, Mitchel S. Guttenberg, an executive director in the equity research department of UBS, illegally tipped material, nonpublic information concerning upcoming UBS analyst upgrades and downgrades. The complaint alleged that in the second scheme, in 2005 and 2006, Randi Collotta, an attorney who worked in the global compliance department of Morgan Stanley, illegally tipped material, nonpublic information concerning upcoming corporate acquisitions involving Morgan Stanley's investment banking clients. As alleged in the complaint, Okada was a downstream tippee in both schemes.

Okada consented to the entry of a final judgment which (i) permanently enjoins him from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; and (ii) orders disgorgement of $327,191, but waives payment of all except $45,000 based on his demonstrated inability to pay. In a related administrative proceeding, Okada consented to the entry of a Commission order barring him from future association with any broker, dealer, or investment adviser. In a parallel criminal case, Okada previously pled guilty to charges of securities fraud and conspiracy to commit securities fraud and was sentenced to three years probation, a $300,000 fine, and forfeiture of $7,375. U.S. v. Ken Okada, No. 1:07-CR-144 (S.D.N.Y.).

Final judgments ordering injunctive relief, disgorgement, and/or civil penalties have now been entered against all fourteen defendants originally charged in this case. In related administrative proceedings, all ten individual defendants who worked in the securities industry (as well as two additional securities industry professionals who engaged in related misconduct) have been barred from future association with any broker, dealer and/or investment adviser. Additionally, in related criminal cases prosecuted by the U.S. Attorney's Office for the Southern District of New York, all nine individual defendants (and two other individuals) have been convicted of felony charges and received sentences that have included forfeiture, fines, and/or prison terms.

The Commission thanks the U.S. Attorney's Office for the Southern District of New York and the Federal Bureau of Investigation for their assistance and cooperation in connection with this matter.

For further information, see LR-20022 (March 1, 2007), LR-20367 (Nov. 20, 2007), LR-20725 (Sept. 18, 2008), LR-21086 (June 16, 2009), and LR-21244 (Oct. 8, 2009). (LR-21359) (Rel. 34-61288)

SELF-REGULATORY ORGANIZATIONS

Immediate Effectiveness of Proposed Rule Changes

A proposed rule change (SR-BX-2009-086), filed by NASDAQ OMX BX, relating to the minimum trading increments on the Boston Options Exchange Facility 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 January 4. (Rel. 34-61261)

A proposed rule change filed by the New York Stock Exchange relating to the amendment of NYSE Rule 123C(8)(a)(1) to extend operation of the Extreme Order Imbalances Pilot (SR-NYSE-2009-131) 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 January 4. (Rel. 34-61264)

A proposed rule change filed by NYSE Amex relating to the amendment of NYSE Amex Equities Rule 123C(8)(a)(1) to extend operation of the Extreme Order Imbalances Pilot (SR-NYSEAmex-2009-96) 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 January 4. (Rel. 34-61265)

A proposed rule change (SR-NYSE-2009-130) filed by New York Stock Exchange to establish a trading license fee for 2010 has become effective under Section 19(b)(3)(A) under the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of January 4. (Rel. 34-61266)

A proposed rule change (SR-NYSEArca-2009-115) filed by NYSE Arca, extending the pilot period to receive inbound routes of equities orders from Archipelago Securities LLC 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 January 4. (Rel. 34-61267)

A proposed rule change (SR-NYSE-2009-128) filed by the New York Stock Exchange extending the pilot period to receive inbound routes of certain equities orders from Archipelago Securities LLC 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 January 4. (Rel. 34-61268)

A proposed rule change (SR-NYSEAmex-2009-91) filed by NYSE Amex extending the pilot period to receive inbound routes of orders from Archipelago Securities LLC 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 January 4. (Rel. 34-61269)

A proposed rule change (SR-BX-2009-085) filed by NASDAQ OMX BX, extending the pilot period to receive inbound routes of orders from Nasdaq Execution Services 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 January 4. (Rel. 34-61271)

A proposed rule change (SR-NYSEAmex-2009-99) filed by NYSE Amex deleting Rule 445 - NYSE Amex Equities and adopting new Rule 3310 - NYSE Amex Equities to correspond with rule changes filed by the Financial Industry Regulatory Authority, Inc. 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 January 4. (Rel. 34-61272)

A proposed rule change (SR-NYSE-2009-134) filed by New York Stock Exchange (NYSE) deleting NYSE Rule 445 (Anti-Money Laundering Compliance Program) and adopting new Rule 3310 to correspond with rule changes filed by the Financial Industry Regulatory Authority, Inc. 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 January 4. (Rel. 34-61273)

Proposed Rule Changes

The Options Clearing Corporation ("OCC") filed a proposed rule change (File No. SR-OCC-2009-20) under Section 19(b)(1) of the Exchange Act. The proposed rule change would clarify that the term "fund share" includes any option or any futures contracts on ETFS Physical Swiss Gold Shares and ETFS Physical Silver Shares. Publication is expected in the Federal Register during the week of January 4. (Rel. 34-61254)

The Commission published notice of a proposed rule change (SR-BATS-2009-032) submitted by BATS Exchange, pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 to amend BATS Fee Schedule to impose fees for physical ports used to connect to BATS Exchange. Publication is expected in the Federal Register during the week of January 4. (Rel. 34-61260)

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