SEC News Digest (Issue 2010-193; October 13, 2010)

	Home \| Previous Page

COMMISSION ANNOUNCEMENTS

Securities and Exchange Commission Suspends Trading in the Securities of Nine Issuers for Failure to Make Required Periodic Filings

The U.S. Securities and Exchange Commission announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on October 13, 2010 and terminating at 11:59 p.m. EDT on October 26, 2010.

Camera Platforms International, Inc. (CPFR)
Castleguard Energy, Inc. (MOAT)
CD Warehouse, Inc. (CDWR)
Ceatech USA, Inc. (CEAH)
Cedyco Corp. (CYDC)
Cell Robotics International, Inc. (CRII)
Cell Wireless Corp. (CLWL)
Cellcom Corporation (n/k/a Cellcom I Corp.) (CJCL)
Central Utilities Production Corp. (CUPR)

The Commission temporarily suspended trading in the securities of these nine issuers due to a lack of current and accurate information about the companies because they have not filed periodic reports with the Commission in over two years. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act).

The Commission cautions brokers, dealers, shareholders and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by these companies.

Brokers and dealers should be alert to the fact that, pursuant to Exchange Act Rule 15c2-11, at the termination of the trading suspensions, no quotation may be entered relating to the securities of the subject companies unless and until the broker or dealer has strictly complied with all of the provisions of the rule. If any broker or dealer is uncertain as to what is required by the rule, it should refrain from entering quotations relating to the securities of these companies that have been subject to a trading suspension until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. Any broker or dealer with questions regarding the rule should contact the staff of the Securities and Exchange Commission in Washington, DC at (202) 551-5720. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action.

If any broker, dealer or other person has any information which may relate to this matter, they should immediately communicate it to the Delinquent Filings Branch of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-63080)

SEC Proposes Rules to Mitigate Conflicts of Interest Involving Security-Based Swaps

The Securities and Exchange Commission today proposed rules intended to mitigate conflicts of interest for security-based swap clearing agencies, security-based swap execution facilities, and national securities exchanges that post security-based swaps or make them available for trading.

Prior to passage of the Dodd-Frank Act, the over-the-counter derivatives market was largely unregulated. The new law fills a number of significant regulatory gaps and gives the SEC important new tools to better protect investors.

"The concern about conflicts of interest stems from the fact that the over-the-counter derivatives markets have a relatively high concentration of market activity through a limited number of dealers who earn significant revenues from their transactions," said SEC Chairman Mary L. Schapiro. "By creating a structure that would promote more independent voices within clearing organizations and trading venues, this proposed rule is intended to make these entities less susceptible to promoting the interests of a few participants."

The SEC's proposed rules - known as Proposed Regulation MC - require security-based swap clearing agencies, security-based SEFs and security-based swap exchanges to adopt ownership and voting limitations as well as certain governance requirements.

Public comments on the proposed rules should be received by the Commission no later than 30 days after they are published in the Federal Register. (Press Rel. 2010-190)

SEC Adopts Interim Rule to Require Reporting of Security-Based Swaps

The Securities and Exchange Commission today adopted an interim rule that requires certain swaps dealers and other parties to report any security-based swaps entered into prior to the July 21 passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This rule applies only to such swaps whose terms had not expired as of July 21.

The interim rule requires parties to report security-based swap information to the SEC or to a registered security-based swap data repository. Parties also are required to preserve data pertaining to the terms of pre-enactment security-based swaps in support of the reporting requirements.

"This interim final rule provides a means for the Commission to gain a better understanding of the security-based swap markets, including their size and scope," said SEC Chairman Mary L. Schapiro. "Until such time as final rules are adopted, this interim rule clarifies who needs to do security-based swaps reporting, what needs to be reported, and when such reporting needs to occur."

The interim rule becomes effective once it is published in the Federal Register, and the agency will continue seeking public comments to inform its development of a permanent reporting procedure. (Press Rel. 2010-191)

SEC Proposes Rules to Require Issuer Review of Assets Underlying Asset-Backed Securities

The Securities and Exchange Commission today issued a proposal to enhance disclosure to investors in the asset-backed securities market.

The SEC's proposed rules require issuers of asset-backed securities (ABS) to perform a review of the assets underlying the securities and publicly disclose information relating to the review. The proposal also requires an issuer or underwriter of ABS to make publicly available the findings and conclusions of any third-party due diligence report.

"This marks the third Commission proposal to address the ABS issues that came to light during the financial crisis," said SEC Chairman Mary L. Schapiro. "This proposal will require issuers to provide investors with better information about the loans backing the asset-backed securities."

The SEC's proposal seeks to enhance ABS disclosure in three ways:

Issuers of ABS that are registered with the SEC would be required to perform a review of the bundled assets that underlie the ABS.
Proposed amendments to Regulation AB would require an ABS issuer to disclose the nature, findings and conclusions of this review of assets.
The issuer or underwriter for both registered and unregistered ABS offerings would be required to disclose the findings and conclusions of any review performed by a third party that was hired to conduct such a review.

The proposal includes detailed requests for comment on whether the Commission should set a minimum review standard, including possible standards that could be included in a final rule.

In addition to today's proposed rule, the Commission last week proposed regulations to require issuers of ABS - and credit rating agencies that rate ABS - to provide investors with new disclosures about representations, warranties, and enforcement mechanisms. And, last April, the Commission proposed rules that would revise the disclosure, reporting and offering process for ABS to better protect investors in the securitization market.

Public comments on the proposed rules should be received by the Commission by November 15. (Press Rel. 2010-192)

SEC Warns of Potential Investment Scams Targeting Recipients of BP Oil Spill Payouts

The Securities and Exchange Commission is alerting individuals and small businesses about potential investment frauds targeting those who receive lump sum payouts from BP due to the oil spill in the Gulf.

The SEC's investor alert says that scam artists may target payout recipients with oil spill-related investment opportunities that promise high returns with little or no risk, or involve secretive or complex strategies. Members of religious or ethnic communities, professional organizations or other close-knit affinity groups could be likely targets for these scams because of the high level of trust that often exists within these groups and their tendency to share information with one another.

The SEC's investor alert suggests steps that individuals can take to avoid fraud, such as asking extensive questions and double-checking answers with an unbiased source. It also contains tips and resources for deciding how to use a lump sum payout. The SEC also has begun working with public libraries near BP claims centers to distribute a special package of financial education materials to Gulf residents.

"We have seen firsthand how recipients of highly publicized payouts can become targets for investment fraud," said SEC Chairman Mary L. Schapiro. "In addition to our education efforts, we are on the lookout for any securities scams in the Gulf area attempting to defraud individuals, families, and businesses who already are financially strapped."

After Hurricane Katrina, many scams targeted individuals receiving compensation from insurance companies. These scams took a number of forms, including trading programs falsely guaranteeing high returns, promoters touting companies purportedly involved in clean-up efforts, as well as classic Ponzi schemes.

"We are working with public libraries to provide BP payout recipients and other Gulf residents with the information they need to invest wisely and avoid fraud," said Lori J. Schock, Director of the SEC's Office of Investor Education and Advocacy.

The SEC's Invest Wisely materials for Gulf residents include educational brochures and other helpful information for library patrons. Librarians can order a free sample folder by contacting Frank Locker, a librarian in the SEC Office of Investor Education and Advocacy, at (202) 551-6318 or LibraryOutreach@sec.gov. Members of the public also can order folders for themselves, family and friends. (Press Rel. 2010-193)

ENFORCEMENT PROCEEDINGS

Delinquent Filer's Stock Registration Revoked

The registration of the registered securities of Prospero Group has been revoked. 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. 34-63078; File No. 3-14043)

Commission Revokes Registration of Securities of Texon Energy Corp. for Failure to Make Required Periodic Filings

On October 13, the Commission revoked the registration of each class of registered securities of Texon Energy Corp. (Texon Energy) for failure to make required periodic filings with the Commission.

Without admitting or denying the findings in the Order, except as to jurisdiction, which it admitted, Texon Energy consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Texon Energy Corp. finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of Texon Energy's securities pursuant to Section 12(j) of the Exchange Act. This Order settled the proceedings brought against Texon Energy in In the Matter of Team America, Inc., et al., Administrative Proceeding File No. 3-14035.

Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:

No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked . . . .

For further information see Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934, In the Matter of Team America, Inc., et al., Administrative Proceeding File No. 3-14035, Exchange Act Release No. 62860, September 7, 2010. (Rel. 34-63079; File No. 3-14035)

Commission Orders Hearings on Registration Suspension or Revocation Against Nine Companies for Failure to Make Required Periodic Filings

In conjunction with today's trading suspension, the Commission also instituted separate 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 nine companies for failure to make required periodic filings with the Commission:

Camera Platforms International, Inc. (CPFR)
Castleguard Energy, Inc. (MOAT)
CD Warehouse, Inc. (CDWR)
Ceatech USA, Inc. (CEAH)
Cedyco Corp. (CYDC)
Cell Robotics International, Inc. (CRII)
Cell Wireless Corp. (CLWL)
Cellcom Corporation (n/k/a Cellcom I Corp.) (CJCL)
Central Utilities Production Corp. (CUPR)

In the Order, the Division of Enforcement (Division) alleges that the respective Respondents are delinquent in their required periodic filings with the Commission.

In these proceedings, 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 thereunder, are true. The judge in the proceedings 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 the proceedings issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-63081; File No. 3-14088)

SELF-REGULATORY ORGANIZATIONS

Immediate Effectiveness of Proposed Rule Changes

A proposed rule change filed by NASDAQ OMX PHLX (SR-Phlx-2010-139) relating to floor broker responsibilities 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 October 18. (Rel. 34-63071)

A proposed rule change (SR-NYSEAmex-2010-97) filed by NYSE Amex amending the exchange price list 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 October 18. (Rel. 34-63072)

A proposed rule change filed by the International Securities Exchange relating to delta hedge exemptions (SR-ISE-2010-97) 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 October 18. (Rel. 34-63077)

A proposed rule change filed by NASDAQ OMX PHLX relating to PIXL fees (SR-Phlx-2010-130) 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 October 18. (Rel. 34-63082)

A proposed rule change filed by BATS Exchange (SR- BATS-2010-026), as modified by Amendment No. 1 thereto, related to fees for use of BATS Exchange, 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 October 18. (Rel. 34-63085)

A proposed rule change filed by the Municipal Securities Rulemaking Board relating to amended and restated articles of incorporation of Municipal Securities Rulemaking Board (SR-MSRB-2010-11) 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 October 18. (Rel. 34-63088)

Approval of Proposed Rule Changes

The Commission approved a proposed rule change filed by the Municipal Securities Rulemaking Board (SR-MSRB-2010-07) under Section 19(b)(2) of the Securities Exchange Act of 1934, relating to Rule G-37, on Political Contributions and Prohibitions on Municipal Securities. Publication is expected in the Federal Register during the week of October 18. (Rel. 34-63073)

The Commission issued an order approving a proposed rule submitted by NYSE Arca (SR-NYSEArca-2010-79) pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 relating to listing and trading of Cambria Global Tactical ETF. Publication is expected in the Federal Register during the week of October 18. (Rel. 34-63076)

The Commission approved a proposed rule change (SR-MSRB-2010-03) submitted by the Municipal Securities Rulemaking Board relating to amendments to the continuing disclosure service of the MSRB's Electronic Municipal Market Access System (EMMA�). Publication is expected in the Federal Register during the week of October 18. (Rel. 34-63086)

Proposed Rule Change

The Commission issued a notice of filing of a proposed rule change by the Municipal Securities Rulemaking Board pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, to make fee changes to its Real-Time Transaction Price Service and Comprehensive Transaction Price Service, and terminate its T+1 Transaction Price Service (SR-MSRB-2010-09). Publication is expected in the Federal Register during the week of October 18. (Rel. 34-63089)

SECURITIES ACT REGISTRATIONS

Latest Securities Act registrations (TXT)

RECENT 8K FILINGS

Latest 8-K filings (TXT)

http://www.sec.gov/news/digest/2010/dig101310.htm

SEC News Digest