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U.S. Securities and Exchange Commission

SEC News Digest

Issue 2012-2
January 4, 2012

Commission Announcements

SEC Advisory Committee on Small and Emerging Companies to Hold Conference Call Meeting 

The Securities and Exchange Commission Advisory Committee on Small and Emerging Companies will hold a public meeting by conference telephone call on Friday, January 6.

The meeting will begin at 1:00 p.m. EST, and an audio webcast will be available on the SEC’s website at www.sec.gov.  The agenda includes discussion of a recommendation to the Commission on relaxing restrictions on general solicitation and advertising of securities offerings that are exempt from registration.

The advisory committee was formed last year to provide a formal mechanism for the Commission to receive advice and recommendations on privately held small businesses and publicly traded companies with a market capitalization less than $250 million. 

More information about the SEC's Advisory Committee on Small and Emerging Companies is available at http://www.sec.gov./info/smallbus/acsec.shtml. (Press Rel. 2012-4)

ENFORCEMENT PROCEEDINGS

In the Matter of Clyde R. Parks

On January 3, 2012, the Commission issued an an Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions (Order) against Clyde R. Parks, a resident of Texas, based on the entry of a permanent injunction against him in the civil action entitled Securities and Exchange Commission v. Lindsey P. Vinson and Clyde R. Parks, Civil Action No. 3:06-2240 in the United States District Court for the Northern District of Texas, Dallas Division.

In the Order, the Commission finds that, on December 9, 2011, the court entered an order permanently enjoining Parks, by consent, from future violations of Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13a-14 thereunder and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13 thereunder. Parks was ordered to pay $8,769 in disgorgement relief, $702 in prejudgment interest and a civil penalty of $8,769. The Commission further finds that the Complaint alleged that from about October 2003 through August 2005, Lindsey P. Vinson, a recidivist securities law violator, schemed to increase the price of stock in a company named Moliris Corporation. During a portion of this period, Parks acted as the company’s president and signed its periodic filings and a certification under Exchange Act Rule 13a-14. In addition, Parks was unjustly enriched through sales of Moliris stock under his control.

Based on the above, the Order suspends Parks from appearing or practicing before the Commission as an attorney for five years. In consenting to the entry of the Order, Parks admitted the Order’s findings as to the entry of the injunction against him and its findings that the Commission has jurisdiction over him and over the matters set forth in the Order, Parks did not, however, admit any of the other findings in the Order. (Rel. 34-66089; File No. 3-14683)

In the Matter of Anthony Fields, CPA d/b/a Anthony Fields & Associates and d/b/a Platinum Securities Brokers

On January 4, 2012, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 (Securities Act), Sections 15(b) and 21C of the Securities Exchange Act of 1934 (Exchange Act), Sections 203(e), 203(f), and 203(k) of the Investment Advisers Act of 1940 (Advisers Act), and Section 9(b) of the Investment Company Act of 1940 to determine whether Anthony Fields (Fields) willfully violated the antifraud provisions of the Securities Act, the Exchange Act, and the Advisers Act and the books-and-records provisions of the Advisers Act. Fields resides in Lyons, Illinois and is an investment adviser that has been registered with the Commission since March 2010.

The Division of Enforcement alleges in the Order that from Fall 2010 through November 2011, Fields made fraudulent offers of fictitious securities through various forms of social media, including LinkedIn, and thereby willfully violated Section 17(a) of the Securities Act, which prohibits the fraudulent offer or sale of securities.

The Division of Enforcement further alleges that Fields had no assets under management and therefore was ineligible to register with the Commission, thus willfully violating Section 203A of the Advisers Act, that Fields reported false and materially misleading information to the Commission on his Form ADV in violation of Section 207 of the Advisers Act, which prohibits making untrue statements of material fact in Commission filings, and that Fields published false and materially misleading information on two websites he controlled, thereby willfully violating Sections 206(1) and 206(2) of the Advisers Act, which prohibit fraudulent conduct by an investment adviser.

The Division of Enforcement alleges that Fields failed to maintain required records, including copies of all communications circulated or distributed to 10 or more persons, thereby willfully violating Section 204 of the Advisers Act and Rule 204-2(e)(3)(i) thereunder, and that Fields did not have a written code of ethics, thereby willfully violating Section 204A of the Advisers Act and Rule 204A-1 thereunder. Additionally, the Division of Enforcement alleges that Fields failed to adopt and implement written policies and procedures reasonably designed to prevent violation of the Advisers Act and the rules thereunder, thereby willfully violating Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder.

Finally, the Division of Enforcement alleges that Fields, without being registered as a broker-dealer, has used social media platforms, including LinkedIn, to offer to buy and sell fraudulent bank guarantees and medium term notes in exchange for transaction-based compensation, thereby willfully violating Section 15(a) of the Exchange Act, which prohibits operating as an unregistered broker-dealer.

A hearing will be scheduled before an Administrative Law Judge to determine whether the allegations contained in the Order are true, to provide the Respondent an opportunity to dispute the allegations, to determine: what, if any, remedial sanctions are appropriate in the public interest pursuant to Section 15(b) of the Exchange Act, Sections 203(e) and 203(f) of the Advisers Act, and Section 9(b) of the Investment Company Act of 1940; whether, pursuant to Section 8A of the Securities Act, Section 21C of the Exchange Act and Section 203(k) of the Advisers Act, Respondent should be ordered to cease and desist from committing or causing violations of or any future violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act, Section 15(a) of the Exchange Act, and Sections 203A, 204, 204A, 206(1), 206(2), 206(4), and 207 of the Advisers Act and Rules 204-2(a)(11), 204-2(e)( 3)(i), 204A-1, 206(4)-1(a)(5), and 206(4)-7 thereunder; whether Respondent should be ordered to pay a civil penalty pursuant to Section 8A(g) of the Securities Act, Section 21B(a) of the Exchange Act, and Section 203(i) of the Advisers Act; and whether Respondent should be ordered to pay disgorgement pursuant to Section 8A(e) of the Securities Act, Sections 21B(e) and 21C(e) of the Exchange Act, and Section 203 of the Advisers Act.

The Order requires the Administrative Law Judge to issue an initial decision no later than 300 days from the date of service of the Order, pursuant to Rule 360(a)(2) of the Commission’s Rules of Practice. (Rel. 33-9291; File No. 3-14684)

In the Matter of James L. Haley

On January 4, 2012, 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 James L. Haley (Haley). The Order finds that Haley was the sole owner of Cornerstone Capital Fund (Cornerstone) and Vantage Point Capital (Vantage Point). The Order further finds that Haley has never been registered as a broker-dealer or associated with a broker or dealer registered with the Commission and has never held any securities licenses. Haley solicited investors for Cornerstone and Vantage Point, neither of which registered any offering of its securities under the Securities Act of 1933 (Securities Act) or a class of securities under the Securities Exchange Act of 1934 (Exchange Act) and there was no valid exemption from registration of the securities. On December 22, 2011, a final judgment was entered by consent against Haley, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act, Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange Commission v. Raymond P. Morris, et al., Civil Action Number 2:11-cv-00021, in the United States District Court for the District of Utah, Central Division.

Based on the above, the Order bars Haley from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, 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 of any penny stock. Haley consented to the issuance of the Order without admitting or denying any of the findings in the Order, except that he admitted to the entry of the permanent injunction. (Rel. 34-66101; File No. 3-14685)

In the Matter of Alfred Clay Ludlum, III

An Administrative Law Judge has issued Initial Decision No. 447, Alfred Clay Ludlum, III, Admin. Proc. No. 3-14572, finding that the allegations in the Order Instituting Proceedings issued by the Securities and Exchange Commission on September 29, 2011, are true. On September 21, 2011, Respondent Alfred Clay Ludlum, III (Ludlum) was enjoined from future violations of Sections 5 and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (Advisers Act), and from aiding and abetting violations of Sections 203, 204, and 207 of the Advisers Act. See SEC v. Ludlum, No. 2:10-cv-07379-MSG (E.D. Pa. Sept. 21, 2011).

Initial Decision No. 447 finds that it is in the public interest to bar Ludlum from association with an investment adviser, broker, dealer, municipal securities dealer, or transfer agent. (Initial Decision No. 447; File No. 3-14572)

SEC Charges Three Individuals For Their Role in $16 Million Ponzi Scheme

On January 3, 2012, the Securities and Exchange Commission announced that, on December 29, 2011, it filed a civil fraud action against Kevin J. Wilcox, Jennifer E. Thoennes, and Eric R. Nelson for their role in a $16 million Ponzi scheme operated by Joseph Nelson. The SEC previously charged Joseph Nelson and others involved in the scheme.

The SEC’s complaint, filed in the U.S. District Court for the District of Utah, alleges that from at least June 2005 through June 2010, Joseph Nelson and his associates, including at various times Wilcox and Thoennes, solicited at least $16 million from more than 100 persons to invest in promissory notes offered by Joseph Nelson’s companies. Nelson, Wilcox, and Thoennes told investors – many of whom are fellow members of the Church of Jesus Christ of Latter Day Saints (“LDS”) that Nelson identified and targeted through church connections and during church functions – that Nelson and Nelson’s companies were engaged in the business of purchasing “merchant portfolios” of credit card processing accounts, holding them for a certain period of time, and then selling them for a profit to financial institutions, such as banks.

According to the SEC’s complaint, Nelson, Wilcox, and Thoennes lured investors by offering extraordinary rates of return. Most investors were given promissory notes promising returns of 14% to 60% on an annualized basis and additional premium of 20% to 60% at maturity. Some investors were simply told that they would double their money.

The SEC alleges that Nelson and his companies never purchased or sold a single merchant portfolio. The money invested with Nelson and his companies was instead used by Nelson to make incremental payments to investors in a Ponzi-scheme fashion, to pay his associates, including Wilcox and Thoennes, and to pay his own lavish personal expenses, as well as those of other family members.

The SEC’s complaint alleges that between May 2008 and July 2010, Wilcox raised and helped to raise approximately $3 million from at least 11 people. Between August 2009 and January 2010, Thoennes raised and helped to raise at least $1.5 million from at least 4 persons, and solicited investments from at least 15 other individuals who did not invest with the Nelson companies.

The SEC’s complaint also alleges that Eric Nelson, Joseph Nelson’s brother, created fictitious documents that Joseph Nelson and his associates used to mislead investors into believing that Joseph Nelson and his companies were engaged in the business of buying and selling merchant credit card portfolios. In addition, the SEC claims that Eric Nelson created fictitious bank account statements reflecting balances in his brother’s accounts that were far in excess of the actual amounts in those accounts, which deceived investors about the continued viability of Nelson and his companies.

The SEC’s complaint charges that Wilcox, Thoennes, and Eric Nelson each violated and aided and abetted violations of the antifraud provisions of the federal securities laws – Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint also alleges that Wilcox and Thoennes violated the broker-dealer and securities registration provisions of the securities laws – Sections 5(a) and 5(c) of the Securities Act, and Exchange Act Section 15(a). The SEC seeks permanent injunctions, disgorgement of ill-gotten gains with prejudgment interest thereon, and civil penalties against Wilcox, Thoennes, and Eric Nelson.

The SEC’s previously filed action against Joseph Nelson and others is pending in the U.S. District Court for the District of Utah. See Litigation Release No. 21570 (June 25, 2010). Wilcox and Eric Nelson were named as relief defendants in that action. [SEC v. Kevin J. Wilcox, Jennifer E. Thoennes, and Eric R. Nelson, Civil Action No. 2:11-cv-01219-DN (D. Utah] (LR-22218)

SEC v. Life Partners Holdings, Inc., Brian D. Pardo, R. Scott Peden and David M. Martin

The Securities and Exchange Commission today charged Texas-based financial services firm Life Partners Holdings and three of its senior executives for their involvement in a fraudulent disclosure and accounting scheme involving life settlements.

The SEC alleges that Life Partners chairman and CEO Brian Pardo, president and general counsel Scott Peden, and chief financial officer David Martin misled shareholders by failing to disclose a significant risk to Life Partners’ business: the company was systematically and materially underestimating the life expectancy estimates it used to price transactions. Life expectancy estimates are a critical factor impacting the company’s revenues and profit margins as well as the company’s ability to generate profits for its shareholders.

The SEC alleges that Life Partners and the three executives were involved in disclosure violations and improper accounting that Life Partners used to overvalue assets held on the company’s books and create the appearance of a steady stream of earnings from brokering life settlement transactions. The SEC further charged Pardo and Peden with insider trading in their shares of Life Partners stock while in possession of material, non-public information indicating that the company had systematically and materially underestimated life expectancy estimates. [SEC v. Life Partners Holdings, Inc., Brian D. Pardo, R. Scott Peden and David M. Martin, Case No. 6:12-cv-00002 (United States District Court for the Western District of Texas] (LR-22219; AAE Rel. 3351)

SEC Charges Company and Its Officers With Accounting Fraud

The Securities and Exchange Commission announced today that it filed an action in federal court in Massachusetts against JBI, Inc., a publicly-traded company formerly located in Massachusetts and now headquartered in Ontario, Canada.  The Commission also charged JBI’s current CEO, John Bordynuik, a resident of Ontario, Canada, and its former CFO, Ronald Baldwin, Jr, a resident of Palm Harbor, Florida.  The action alleges that the defendants engaged in a scheme to commit securities and accounting fraud by reporting materially false and inaccurate financial information on the financial statements of JBI, Inc. for two reporting periods during 2009.

According to the Commission’s complaint, JBI is purportedly a technology company focused on data restoration and recovery and environmentally engineered product development. The company is headquartered in Canada, but purportedly has operations in New York, Florida, Ohio, and Pennsylvania. The complaint alleges that JBI is purportedly also involved in the research and development of a process designed to convert plastic waste into oil, known as “Plastic2Oil” or “P2O”. The Commission alleges that during the third quarter of 2009 and the year end 2009, JBI materially overstated certain assets in an effort to bolster its balance sheet and success in two private capital raising efforts (Private Investment in Public Equity or PIPES) geared toward raising the capital necessary to begin commercial operation and production of P2O. The Complaint alleges that JBI raised over $8.4 million for the company in these PIPES just before the company issued a public statement indicating its financial statements could no longer be relied upon, in part, due to the erroneous valuation of certain assets, known as media credits, on the balance sheet.

The Commission alleges that in contravention of Generally Accepted Accounting Principles (“GAAP”), the company erroneously booked the media credits at a value of $9.997 million, thereby becoming the single largest asset on the company’s balance sheet, when they should have been initially booked at a value of $1,000,000 when acquired in August 2009, and subsequently, the media credits should have been remeasured at their current value and written down to zero as of the end of the company’s third fiscal quarter on September 30, 2009. According to the complaint, Bordynuik was aware of, or was reckless in not being aware of, GAAP concerns surrounding the reported value of the media credits in advance of the company’s third quarter 2009 Form 10-Q filing with the Commission on November 16, 2009 and the year end 2009 Form 10-K filing with the Commission on March 31, 2010 yet falsely certified that the company’s financial statements for those reporting periods were filed in conformity with GAAP. The Commission complaint further alleges that Baldwin was aware of, or was reckless in not being aware of, GAAP concerns surrounding the reported value of the media credits in advance of the company’s year-end 2009 10-K filing on March 31, 2010, yet falsely certified that the company’s financial statements for that period were filed in conformity with GAAP.

The Commission’s complaint charges JBI, Inc. with violating Section 17(a) of the Securities Act of 1933 (“Securities Act”) and Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rules 10b-5, 12b-20, 13a-1, 13a-11 and 13a-13 thereunder. The complaint alleges that Bordynuik violated Sections 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5, and Section 13(b)(5) of the Exchange Act. In addition, the Commission’s complaint alleges that Baldwin violated Sections 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5, and Section 13(b)(5). Finally, the complaint alleges that Bordynuik and Baldwin violated directly or aided and abetted JBI’s violations of Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-11 (Bordynuik only), 13a-14, 13b2-1 and 13b2-2 (Bordynuik only). In its complaint, the Commission seeks permanent injunctions, disgorgement plus prejudgment interest, and civil penalties against all three defendants, and officer and director bars against Bordynuik and Baldwin. [SEC v. JBI, Inc., John Bordynuik and Ronald Baldwin, Jr., Civil Action No. 1:12-cv-10012, United States District Court, District of Massachusetts] (LR-22220; AAE Rel. 3352)

INVESTMENT COMPANY ACT RELEASES

Notice of Applications for Deregistration under the Investment Company Act of 1940

For the month of December 2011, a notice has been issued giving interested persons until January 24, 2012, to request a hearing on any of the following applications for an order under Section 8(f) of the Investment Company Act of 1940 declaring that the applicant has ceased to be an investment company:

  • Tax-Free Investments Trust [File No. 811-2731]
  • Fidelity Capital Fund, Inc. [File No. 811-791]
  • Rochdale High Yield Advances Fund, LLC [File No. 811-22539]
  • First Trust Strategic High Income Fund [File No. 811-21756]
  • First Trust Strategic High Income Fund III [File No. 811-21994]
  • CPG FrontPoint Multi-Strategy Fund [File No. 811-22324]
  • Arden Sage Multi-Strategy TEI Fund, LLC [File No. 811-22377]
  • Arden Sage Multi-Strategy TEI Master Fund, LLC [File No. 811-22222]
  • Keystone High Yield Priority Value Fund [File No. 811-6149]

(Rel. IC-29898 - December 30)

Orders of Deregistration Under the Investment Company Act of 1940

Orders have been issued under Section 8(f) of the Investment Company Act of 1940 declaring that each of the following has ceased to be an investment company:

  • Veracity Funds [File No. 811-21483]
    [Rel. No. IC-29899]
  • Old Mutual Emerging Managers Fund, L.L.C. [File No. 811-21898]
    [Rel. No. IC-29900]
  • Old Mutual Emerging Managers Institutional Fund, L.L.C. [File No. 811-21997]
    [Rel. No. IC-29901]
  • Old Mutual Emerging Managers Master Fund, L.L.C. [File No. 811-21912]
    [Rel. No. IC-29902]
  • Larch Lane Multi-Strategy Fund, L.L.C. [File No. 811-21896]
    [Rel. No. IC-29903]
  • Larch Lane Multi-Strategy Institutional Fund, L.L.C. [File No. 811-21998]
    [Rel. No. IC-29904]
  • Larch Lane Multi-Strategy Master Fund, L.L.C. [File No. 811-21911]
    [Rel. No. IC-29905]
  • Hatteras Ramius Advantage Fund [File No. 811-22285]
    [Rel. No. IC-29906]
  • Hatteras Ramius Advantage Institutional Fund [File No. 811-22284]
    [Rel. No. IC-29907]
  • Ibero-America Fund, Inc. [File No. 811-5189]
    [Rel. No. IC-29908]
  • EquiTrust Series Fund, Inc. [File No. 811-2125]
    [Rel. No. IC-29909]
  • Legg Mason Light Street Trust, Inc. [File No. 811-8943]
    [Rel. No. IC-29910]
  • Metzler/Payden Investment Group [File No. 811-21085]
    [Rel. No. IC-29911]

SELF-REGULATORY ORGANIZATIONS

Proposed Rule Changes

The Financial Industry Regulatory Authority, Inc. filed Amendment No. 2 to a proposed rule change, as modified by Amendment No. 1, (SR-FINRA-2011-035) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to adopt FINRA Rules 2210 (Communications with the Public), 2212 (Use of Investment Companies Rankings in Retail Communications), 2213 (Requirements for the Use of Bond Mutual Fund Volatility Ratings), 2214 (Requirements for the Use of Investment Analysis Tools), 2215 (Communications with the Public Regarding Security Futures), and 2216 (Communications with the Public About Collateralized Mortgage Obligations (CMOs)) in the consolidated FINRA rulebook. Publication is expected in the Federal Register during the week of January 2. (Rel. 34-66049)

NASDAQ OMX PHLX LLC filed with the Securities and Exchange Commission a proposed rule change (SR-Phlx-2011-179) pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 relating to the MSCI EM Index. Publication is expected in the Federal Register during the week of January 2. (Rel. 34-66077)

NASDAQ OMX PHLX LLC filed a proposed rule change (SR-Phlx-2011-178) relating to Stock Execution Clerks pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of January 2. (Rel. 34-66079)

The Commission issued a notice of filing of a proposed rule change by the Financial Industry Regulatory Authority, Inc. (FINRA) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, relating to establishing a Governmental Accounting Standards Board accounting support fee (SR-FINRA-2011-073). Publication is expected in the Federal Register during the week of January 2. (Rel. 34-66080)

The Options Clearing Corporation (OCC) filed a proposed rule change (File No. SR-OCC-2011-19) under Section 19(b)(1) of the Securities Exchange Act of 1934 relating to the clearance and settlement of over-the-counter options. Publication is expected in the Federal Register during the week of January 2. (Rel. 34-66090)

Immediate Effectiveness of Proposed Rule Changes

A proposed rule change filed by the C2 Options Exchange, Incorporated (SR-C2-2011-042) related to the exchange’s Automated Improvement Mechanisms 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 2. (Rel. 34-66075)

A proposed rule change filed by The NASDAQ Stock Market LLC (SR-NASDAQ-2011-173) to modify fees for the trading and compliance data package 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 2. (Rel. 34-66078)

A proposed rule change filed by C2 Options Exchange, Incorporated to amend the fees schedule with respect to public customer maker/taker fee (rebate) and connectivity charges (SR-C2-2011-041) 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 2. (Rel. 34-66082)

A proposed rule change (SR-ISE-2011-84) filed by the International Securities Exchange, LLC to modify the fees for complex orders in Nasdaq 100 Index options and Russell 2000 Index options 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 2. (Rel. 34-66084)

A proposed rule change filed by the NASDAQ OMX PHLX LLC (SR-Phlx-2011-180) relating to the rebates and fees for adding and removing liquidity in Select Symbols 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 2. (Rel. 34-66085)

A proposed rule change filed by the NASDAQ OMX PHLX LLC (SR-Phlx-2011-181) to access service fees 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 2. (Rel. 34-66086)

A proposed rule change filed by NASDAQ OMX PHLX LLC (SR-Phlx-2011-182) relating to the PHLX Market Exhaust functionality 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 2. (Rel. 34-66087)

Accelerated Approval of Proposed Rule Changes

A proposed rule change filed by Options Clearing Corporation (OCC) relating to DCO 60 Day Regulations (SR-OCC-2011-18) has been approved on an accelerated basis pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of January 2. (Rel. 34-66081)

A proposed rule change filed by Chicago Mercantile Exchange Inc. (CME) to comply with new CFTC DCO Regulations (SR-CME-2011-19) has been approved on an accelerated basis pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of January 2. (Rel. 34-66083)

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 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-1     EFACTOR HOLDINGS INC, 105 BARBAREE WAY, TIBURON, CA, 94920, 
        415-381-4806 - 6,805,000 ($9,527,000.00) Equity, (File 333-178851 - 
        Jan. 3) (BR. 03A)

S-8     TENGION INC, 2900 POTSHOP LANE, SUITE 100, EAST NORRITON, PA, 19403, 
        267-960-4800 - 958,519 ($43.94) Equity, (File 333-178864 - Jan. 3) 
        (BR. 01A)

S-8     VALLEY NATIONAL BANCORP, 1455 VALLEY RD, WAYNE, NJ, 07470, 9733053380 - 
        0 ($6,009,291.60) Equity, (File 333-178867 - Jan. 3) (BR. 07C)

S-3     TOWERSTREAM CORP, 55 HAMMARLUND WAY, MIDDLETOWN, RI, 02842, 
        (401) 848-5848 - 1,015,723 ($2,254,905.06) Equity, (File 333-178868 - 
        Jan. 3) (BR. 11C)

S-4     ACCO BRANDS CORP, 300 TOWER PARKWAY, LINCOLNSHIRE, IL, 60069, 
        847-484-4800 - 0 ($551,412,000.00) Equity, (File 333-178869 - Jan. 3) 
        (BR. 05A)

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 or an 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer

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

5.06

Change in Shell Company Status

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 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.

                                        STATE
NAME OF ISSUER                          CODE     8K ITEM NO.          DATE        COMMENT

3D SYSTEMS CORP                         DE       2.01,7.01,9.01       01/03/12

ACACIA RESEARCH CORP                    DE       8.01                 12/29/11

ACCELRYS, INC.                          DE       1.01,8.01,9.01       12/30/11

ACME PACKET INC                         DE       2.02,9.01            01/03/12

ACTUATE CORP                            DE       1.01,2.03,9.01       12/29/11

ADVANCE AUTO PARTS INC                  DE       5.02                 12/27/11

ADVANCED ANALOGIC TECHNOLOGIES INC      DE       8.01,9.01            01/03/12

AES CORP                                DE       7.01,9.01            01/03/12

AKORN INC                               LA       5.02,5.07,9.01       12/29/11

ALANCO TECHNOLOGIES INC                 AZ       1.01,9.01            01/03/12

ALL AMERICAN PET COMPANY, INC.          MD       3.02,5.03            12/30/11

ALTAIR NANOTECHNOLOGIES INC             Z4       7.01                 01/03/12

AMARIN CORP PLC\UK                      X0       8.01,9.01            01/03/12

AMBASE CORP                             DE       5.02,8.01            12/30/11

AMEREN CORP                             MO       8.01                 01/03/12

AMERICAN BIO MEDICA CORP                NY       4.01                 12/27/11

AMERICAN REALTY CAPITAL HEALTHCARE TR   MD       1.01,2.01,9.01       01/03/12

AMERICAN RIVER BANKSHARES               CA       5.02,9.01            12/30/11

AMERICAN RIVER BANKSHARES               CA       5.02,9.01            01/03/12

AMERICAN SCIENTIFIC RESOURCES INC       NV       5.02                 12/29/11

AMERICAN TOWER CORP /MA/                DE       1.01,2.01,2.03,3.01, 12/30/11
                                                 3.03,5.02,5.03,9.01
        
AMETEK INC/                             DE       8.01                 01/03/12

AMPAL-AMERICAN ISRAEL CORP              NY       7.01,9.01            01/03/12

AMYRIS, INC.                            DE       2.03                 12/28/11

ANNALY CAPITAL MANAGEMENT INC           MD       8.01,9.01            01/03/12

ANWORTH MORTGAGE ASSET CORP             MD       1.01,1.02,8.01,9.01  12/31/11

APARTMENT INVESTMENT & MANAGEMENT CO    MD       8.01,9.01            12/31/11

APD ANTIQUITIES, INC.                   NV       1.01,3.02,5.07,9.01  12/28/11

ARENA PHARMACEUTICALS INC               DE       8.01                 01/03/12

Arista Power, Inc.                      NY       8.01,9.01            01/03/12

ATWOOD OCEANICS INC                     TX       7.01                 01/03/12

AVEO PHARMACEUTICALS INC                DE       8.01                 01/03/12

Avery Dennison Corp                     DE       1.01,8.01,9.01       12/30/11

AXCELIS TECHNOLOGIES INC                DE       1.01                 12/27/11

BADGER METER INC                        WI       1.01,9.01            12/30/11

BARNES GROUP INC                        DE       8.01,9.01            12/30/11

Behringer Harvard Opportunity REIT II   MD       1.02                 12/27/11

BENIHANA INC                            DE       7.01,9.01            01/03/12

BIOTIME INC                             CA       8.01,9.01            01/03/12

BLACK HILLS CORP /SD/                   SD       5.02                 12/28/11

BLOUNT INTERNATIONAL INC                DE       5.02,9.01            12/31/11

BLUE DOLPHIN ENERGY CO                  DE       5.02,9.01            01/03/12

Blue Earth, Inc.                        NV       1.01,2.01,3.02,5.02, 12/31/10    AMEND
                                                 9.01
          
BNL FINANCIAL CORP                      IA       5.01,5.07            12/28/11

BROOKLINE BANCORP INC                   DE       2.01,5.02,9.01       01/01/12

CARBONICS CAPITAL CORP                  DE       1.01,9.01            01/03/12

Cardiovascular Systems Inc              DE       1.01,2.03            12/27/11

Cardium Therapeutics, Inc.              DE       8.01,9.01            01/03/12

CELL THERAPEUTICS INC                   WA       7.01,8.01,9.01       01/03/11

CHAMPION INDUSTRIES INC                 WV       1.01,2.03,9.01       12/28/11

CHAMPION INDUSTRIES INC                 WV       5.02                 01/03/12

Chelsea Therapeutics International, L   DE       8.01,9.01            01/03/12

China Energy Recovery, Inc.             DE       1.01                 12/29/11

CHINA JO-JO DRUGSTORES, INC.                     5.07                 01/03/12

CHINA RECYCLING ENERGY CORP                      1.01,2.01,9.01       12/31/11

China XD Plastics Co Ltd                NV       5.02,9.01            12/31/11

Clean Slate, Inc.                       DE       1.01,5.01,5.02,9.01  12/23/11

Clear Channel Outdoor Holdings, Inc.    DE       5.02                 12/27/11

CNS RESPONSE, INC.                      DE       1.01,2.03,3.02       12/27/11

COMFORT SYSTEMS USA INC                          5.02,9.01            12/29/11

COMMAND SECURITY CORP                   NY       5.02,9.01            01/03/12

COMMERCIAL METALS CO                    DE       1.01,2.03,8.01,9.01  12/27/11

COMMUNITYCORP                                    5.02                 12/27/11

Computer Vision Systems Laboratories    DE       8.01,9.01            01/03/12

CONMED CORP                             NY       1.01,9.01            01/03/12

CONNECTICUT WATER SERVICE INC / CT      CT       1.01,1.02,5.02,8.01, 01/03/12
                                                 9.01
          
Converted Organics Inc.                 DE       1.01,2.03,3.02,9.01  01/03/12

CORPORATE EXECUTIVE BOARD CO            DE       8.01                 12/30/11

Corporate Resource Services, Inc.       DE       5.03,9.01            12/29/11

CUBIC ENERGY INC                        TX       3.01,9.01            12/27/11

CUTERA INC                              DE       2.02,8.01,9.01       12/30/11

CYTOMEDIX INC                           DE       7.01,8.01,9.01       12/28/11

DAYSTAR TECHNOLOGIES INC                DE       5.07                 12/30/11

Delek US Holdings, Inc.                          7.01,9.01            01/03/12

DOVER Corp                              DE       8.01,9.01            12/30/11

DOVER DOWNS GAMING & ENTERTAINMENT IN   DE       1.01,3.03,9.01       01/01/12

EastBridge Investment Group Corp        AZ       1.01,2.01,9.01       01/03/12

EASTMAN KODAK CO                        NJ       3.01,9.01            12/27/11

ECOLOGY COATINGS, INC.                  NV       8.01                 01/03/12

EDIETS COM INC                          DE       1.01,5.02,9.01       12/30/11

Emergent BioSolutions Inc.              DE       1.01                 12/29/11

EMPIRE RESORTS INC                      DE       8.01,9.01            01/03/12

Extra Space Storage Inc.                MD       8.01,9.01            12/31/11

Federal Home Loan Bank of Atlanta       X1       2.03                 01/03/12

Federal Home Loan Bank of Boston        X1       2.03                 12/29/11

Federal Home Loan Bank of Chicago       X1       5.02                 12/27/11

Federal Home Loan Bank of Indianapoli   X1       2.03,9.01            01/03/12

Federal Home Loan Bank of New York      X1       2.03,9.01            12/29/11

Federal Home Loan Bank of Pittsburgh    PA       2.03,9.01            12/28/11

Federal Home Loan Bank of Topeka                 2.03,9.01            12/29/11

FIRST COMMUNITY CORP /SC/               SC       8.01                 01/03/12

FIRST M&F CORP/MS                       MS       7.01,9.01            12/30/11

FIRST POTOMAC REALTY TRUST              MD       1.01,2.03,9.01       12/29/11

FLURIDA GROUP INC                       NV       5.02                 01/01/12

Forticell BioScience, Inc.              DE       7.01                 02/15/11

Fortress International Group, Inc.      DE       5.02,9.01            01/03/12

Fushi Copperweld, Inc.                  NV       8.01,9.01            12/28/11

GASTAR EXPLORATION LTD                           7.01,9.01            12/05/11

GENSPERA INC                            DE       5.02,9.01            12/28/11

Global Cash Access Holdings, Inc.       DE       1.01                 12/27/11

GOLDEN GRAIN ENERGY                     IA       1.01                 12/16/11

GRUBB & ELLIS CO                        DE       5.07                 12/29/11

GRYPHON GOLD CORP                       NV       7.01,9.01            01/03/12

GTJ REIT, Inc.                          MD       1.01                 12/27/11

GULF ISLAND FABRICATION INC             LA       5.02,9.01            01/01/12

Hartman Short Term Income Properties    MD       5.03                 12/30/11

HollyFrontier Corp                      DE       7.01,9.01            01/03/12

HORNE INTERNATIONAL, INC.               DE       1.01,2.03,5.02,9.01  12/23/11

IBI ACQUISITIONS, INC.                  CO       1.01,2.01,3.02,5.02, 01/03/12
                                                 5.03,5.06,9.01

ICAD INC                                DE       1.01,2.03,3.02,9.01  12/29/11

ICF International, Inc.                 DE       2.01,8.01,9.01       12/31/11

IDACORP INC                             ID       8.01,9.01            12/30/11

Imperial Holdings, Inc.                          1.01,1.02,7.01,9.01  12/30/11

Industrial Income Trust Inc.            MD       8.01,9.01            01/03/12

INTERNAP NETWORK SERVICES CORP          DE       1.01,2.03,7.01,9.01  12/30/11

INTERNATIONAL BUSINESS MACHINES CORP    NY       5.03                 01/01/12

INTERNATIONAL TEXTILE GROUP INC         DE       1.01,2.03            12/27/11

IntraLinks Holdings, Inc.               DE       8.01                 12/27/11

ION GEOPHYSICAL CORP                    DE       5.02                 01/01/12

JMG Exploration, Inc.                   NV       8.01                 01/03/12

JONES SODA CO                           WA       1.01,2.03,9.01       12/27/11

KENSEY NASH CORP                        DE       7.01,9.01            01/03/12

LABORATORY CORP OF AMERICA HOLDINGS     DE       7.01                 01/03/12

LANDEC CORP \CA\                        CA       2.02,9.01            01/03/12

LANDSTAR SYSTEM INC                     DE       5.02,9.01            01/03/12

LAPOLLA INDUSTRIES INC                  DE       3.02,8.01            12/26/11

LEAPFROG ENTERPRISES INC                         5.01                 12/27/11

Li3 Energy, Inc.                        NV       7.01,9.01            01/03/12

Liberty Interactive Corp                         7.01,9.01            12/28/11

Liberty Media Corp                      DE       7.01,9.01            12/28/11

LINCARE HOLDINGS INC                    DE       8.01,9.01            01/03/12

LSB INDUSTRIES INC                      DE       8.01,9.01            12/30/11

Medley Capital Corp                     DE       5.02,9.01            12/28/11

MERITOR INC                             IN       8.01,9.01            01/02/12

MGP INGREDIENTS INC                     KS       5.03,9.01            01/03/12

Midway Gold Corp                        A1       3.01                 01/03/12

MIMEDX GROUP, INC.                      FL       1.01,2.03,3.02,9.01  12/27/11

MONRO MUFFLER BRAKE INC                 NY       5.07                 08/09/11    AMEND

MONTPELIER RE HOLDINGS LTD                       8.01,9.01            12/31/11

MOSAIC CO                                        2.02,9.01            12/28/11

MYR GROUP INC.                          DE       5.02,9.01            01/03/12

NATIONAL INSTRUMENTS CORP /DE/          DE       2.02,9.01            01/03/12

Natural Resources USA Corp                       5.02,8.01            12/27/11

NeurogesX Inc                           CA       5.02,9.01            01/01/12

NEWTEK BUSINESS SERVICES, INC.          NY       8.01                 01/03/12

NEXAIRA WIRELESS INC.                   NV       2.04                 12/30/11

O REILLY AUTOMOTIVE INC                          7.01,9.01            01/03/12

OFFICIAL PAYMENTS HOLDINGS, INC.        DE       5.03,8.01,9.01       01/03/12

OptimumBank Holdings, Inc.              FL       5.07,9.01            12/27/11

ORASURE TECHNOLOGIES INC                DE       7.01,9.01            01/03/12

Pacific Bepure Industry Inc             DE       5.02                 01/03/12

Parametric Sound Corp                   NV       1.01,3.02,5.02,9.01  12/29/11

PARKVALE FINANCIAL CORP                 PA       2.01,3.01,3.03,5.01, 12/30/11
                                                 9.01
          
PEOPLES FINANCIAL SERVICES CORP.        PA       9.01                 12/31/11

PFF BANCORP INC                         DE       8.01,9.01            12/20/11

PHH CORP                                MD       1.01,2.03,9.01       12/28/11

PIONEER DRILLING CO                     TX       7.01,8.01,9.01       01/03/12

PIXELWORKS, INC                         OR       5.02                 12/30/11

POTASH AMERICA, INC.                    NV       3.02                 01/03/12

PREFERRED APARTMENT COMMUNITIES INC     MD       5.02,9.01            12/30/11

PREMIER HOLDING CORP.                   NV       1.01,2.01,3.02,8.01, 12/29/11
                                                 9.01
          
PREMIERWEST BANCORP                     OR       7.01                 01/03/12

PROGRESS SOFTWARE CORP /MA              MA       2.02,9.01            01/03/12

PROSPERITY BANCSHARES INC               TX       8.01,9.01            01/03/12

QKL Stores Inc.                         DE       3.01                 12/28/11

RADIENT PHARMACEUTICALS Corp            DE       5.03,7.01,8.01,9.01  01/03/12

RAMBUS INC                              DE       8.01,9.01            01/03/12

RAMTRON INTERNATIONAL CORP              DE       1.01,2.03,9.01       12/30/11

RCM TECHNOLOGIES INC                    NV       1.01,2.03,9.01       12/13/11

REGENERON PHARMACEUTICALS INC           NY       1.01,9.01            01/03/12

REPROS THERAPEUTICS INC.                DE       8.01,9.01            01/03/12

REPROS THERAPEUTICS INC.                DE       8.01,9.01            01/03/12

RICKS CABARET INTERNATIONAL INC         TX       5.07                 08/16/11    AMEND

ROTECH HEALTHCARE INC                   DE       5.02,9.01            12/29/11

RUSH ENTERPRISES INC \TX\               TX       1.01,9.01            12/29/11

SELECTIVE INSURANCE GROUP INC           NJ       7.01                 01/03/12

SENESCO TECHNOLOGIES INC                DE       8.01,9.01            01/03/12

Shire plc                                        8.01,9.01            01/03/12

SIGNATURE GROUP HOLDINGS, INC.          NV       7.01,9.01            12/29/11

Sino Green Land Corp                    NV       1.01,2.01,7.01,9.01  12/20/11

SMSA Treemont Acquisition Corp          NV       1.01,2.01,3.02,4.01, 05/13/11    AMEND
                                                 5.01,5.02,5.06,9.01
        
SMUCKER J M CO                          OH       7.01,9.01            01/03/12

Snap Interactive, Inc                   DE       5.03,9.01            01/03/12

Solo International, Inc                 NV       1.01,9.01            12/20/11    AMEND

Sound Financial, Inc.                            5.02                 12/30/11

SOVRAN SELF STORAGE INC                 MD       5.02                 12/30/11

STEIN MART INC                          FL       8.01,9.01            12/29/11

STELLAR PHARMACEUTICALS INC                      7.01,9.01            09/13/11

STELLAR PHARMACEUTICALS INC                      7.01,9.01            09/13/11

STELLAR PHARMACEUTICALS INC                      7.01,9.01            01/03/12

Strategic Storage Trust, Inc.           MD       1.01,2.01,2.03,7.01, 12/27/11
                                                 9.01
          
SUFFOLK BANCORP                         NY       5.02,9.01            12/30/11

SYNTEL INC                              MI       5.02,9.01            01/01/12

TEAM INC                                TX       2.02,9.01            01/03/12

TECKMINE INDUSTRIES INC.                NV       5.02,9.01            12/29/11

TGC INDUSTRIES INC                      TX       7.01,9.01            01/03/12

THOMAS PROPERTIES GROUP INC             DE       1.02                 12/19/11

TIVO INC                                DE       1.01,7.01,9.01       01/03/12

TODA INTERNATIONAL HOLDINGS INC.        E9       5.02                 12/29/11

TREDEGAR CORP                           VA       2.01,9.01            10/24/11    AMEND

TREE TOP INDUSTRIES, INC.               NV       5.03,9.01            12/28/11

Trius Therapeutics Inc                  DE       8.01,9.01            01/03/12

Two Harbors Investment Corp.                     5.02,9.01            01/01/12

UTG INC                                          5.02                 01/03/12

VALLEY NATIONAL BANCORP                 NJ       3.02,5.02,8.01,9.01  12/28/11

VECTREN CORP                            IN       8.01                 01/03/12

Versant International, Inc.             NV       1.01,3.03,5.01,5.02  12/27/11

VIEWCAST COM INC                        DE       1.01,3.02            12/27/11

WEST CORP                               DE       5.02,8.01,9.01       12/29/11

Western Union CO                        DE       5.02,9.01            01/03/12

WIKILOAN INC.                                    8.01,9.01            01/03/12

WORLD FUEL SERVICES CORP                FL       5.02,9.01            01/03/12

XPLORE TECHNOLOGIES CORP                DE       1.01,7.01,9.01       12/30/11

Zentric, Inc.                           NV       1.01                 11/18/11

ZION OIL & GAS INC                      DE       8.01,9.01            01/03/12

ZOLTEK COMPANIES INC                    DE       1.01,9.01            01/01/12

 

http://www.sec.gov/news/digest/2012/dig010412.htm


Modified: 01/04/2012