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SEC News Digest
Issue 2012-17
January 26, 2012
Commission announcements
SEC Charges Boiler Room Operators in Florida-Based Penny Stock Manipulation Scheme
The Securities and Exchange Commission today charged a Fort Lauderdale-based firm and its founder with conducting a fraudulent boiler room scheme in which they hyped stock in two thinly-traded penny stock companies while behind the scenes they sold the same stock themselves for illegal profits.
The SEC alleges that First Resource Group LLC and its principal David H. Stern employed telemarketers who fraudulently solicited brokers to purchase stock in TrinityCare Senior Living Inc. and Cytta Corporation. While recommending the securities in these two microcap companies, Stern sold First Resource’s shares of TrinityCare and Cytta stock unbeknownst to investors who were purchasing them – a practice known as scalping. As Stern was selling the stocks, he also purchased small amounts in order to create the false appearance of legitimate trading activity and induce investors to purchase shares in both companies.
“First Resource and Stern used a telephone sales boiler room to make inflated claims and defraud investors while simultaneously manipulating the price of the stocks and making profits for themselves,” said Eric I. Bustillo, Director of the SEC’s Miami Regional Office. “The SEC will continue to aggressively pursue perpetrators of microcap stock fraud schemes that hound potential investors to buy stock.”
Since the beginning of fiscal year 2011, the SEC has filed more than 50 enforcement actions for misconduct related to microcap stocks, and issued 63 orders suspending the trading of suspicious microcap issuers. Microcap stocks are issued by the smallest of companies and tend to be low priced and trade in low volumes. Many microcap companies do not file financial reports with the SEC, so investing in microcap stocks entails many risks. The SEC has published a microcap stock guide for investors and an Investor Alert about avoiding microcap fraud perpetrated through social media.
According to the SEC’s complaint filed against Stern and First Resource in U.S. District Court for the Southern District of Florida, they violated federal securities laws by acting as unregistered broker-dealers. Stern hired and trained First Resource’s salespeople and gave them information about TrinityCare to prepare sales scripts and pitch the stock to potential investors. Stern reviewed the draft scripts, made edits, and approved the scripts before the salespeople were allowed to use them.
The SEC alleges that Stern gave the salespeople a list of potential investors to cold call and pitch the stocks. First Resource’s salespeople falsely claimed TrinityCare stock “is going to be $5-7 in 6-12 months” and the company “is going to be a half-a-billion dollar company in five years or roughly a $40 stock.” Stern also disseminated a research report on Cytta to investors and falsely touted: “Sales projections for 2010-2014 should exceed $500 million with a pre-tax net of over $400 million.”
The SEC’s complaint alleges that First Resource Group and Stern violated Section 17(a) of the Securities Act of 1933, and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule 10b-5. The SEC is seeking permanent injunctions, disgorgement plus prejudgment interest, and financial penalties as well as a penny stock bar against Stern.
The SEC’s investigation was conducted by Jorge L. Riera under the supervision of Elisha L. Frank in the SEC’s Miami Regional Office in coordination with an examination of First Resource conducted by Anson Kwong, Michael J. Nakis, George Franceschini, and Nicholas A. Monaco of the SEC’s Miami office. Edward D. McCutcheon will lead the SEC’s litigation efforts.
The SEC’s investigation is continuing. (Press Rel. 2012-18)
SEC Advisory Committee on Small and Emerging Companies to Meet Wednesday
The Securities and Exchange Commission announced today that its Advisory Committee on Small and Emerging Companies will meet on Wednesday, February 1, beginning at 10 a.m. EST.
The meeting will be held at the SEC’s headquarters at 100 F Street, N.E., Washington, D.C., and is open to the public, with seating on a first-come, first-served basis. It also will be webcast live on the SEC’s website, www.sec.gov, and archived for later viewing.
The committee will discuss potential recommendations to the Commission on issues relevant to small and emerging companies and hear presentations on the report of the IPO Task Force, “Rebuilding the IPO On-Ramp,” which was presented to the U.S. Department of the Treasury in October 2011.
The Advisory Committee was formed last year to provide a formal mechanism for the SEC 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 committee and its members is available at http://www.sec.gov/info/smallbus/acsec.shtml. (Press Rel. 2012-19)
Closed Meeting on Thursday, February 2, 2012, at 2:00 p.m.
The subject matter of the Closed Meeting scheduled for Thursday, February 2, 2012 will be: institution and settlement of injunctive actions; institution and settlement of administrative proceedings; and other matters relating 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.
Enforcement proceedings
In the Matter of Timothy J. Clyman
On January 25, 2012, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, and Notice of Hearing (Order) against Timothy J. Clyman, based on the entry of a permanent injunction against him in the civil action entitled Securities and Exchange Commission v. Seaforth Meridian, et al., Civil Action No. 5:06-4107-RDR in the United States District Court for the District of Kansas.
In the Order, the Commission finds that on December 2, 2011, the court entered an order permanently enjoining Clyman from future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Clyman was ordered to pay $252,677.78 in disgorgement relief, $43,455.95 in prejudgment interest and a civil penalty of $100,000. The Commission further finds that the Complaint alleged the Seaforth Principals, including Clyman, fraudulently raised approximately $18 million from nearly 70 - mostly elderly - investors located in several states. The Seaforth Principals enticed investors to purchase limited partnership interests in Seaforth Meridian with offering materials and oral representations that falsely represented and omitted material information regarding investment strategies and risk of loss, the financial controls over investor funds, and the background, experience, and expertise of the Seaforth Principals. Specifically, the Commission alleged that the Seaforth Principals misled investors about the supposed conservative nature of the Seaforth Meridian investment strategy while, in fact, sending almost 75% of the funds raised to two highly suspect, offshore funds. The Commission also alleged that the Seaforth Principals funneled more than $600,000 to themselves without having adequately accounted for Seaforth Meridian's profits or losses. Further, the Seaforth Principals lulled investors with false monthly account statements and reports that emphasized the safety of the investor funds.
A hearing will be scheduled before an Administrative Law Judge to determine whether the allegations contained in the Order are true, to provide Clyman an opportunity to respond to the allegations, and to determine what, if any, remedial sanctions are appropriate in the public interest. The Order directs the Administrative Law Judge to issue an initial decision no later than 210 days from the date of service of the Commission’s Order. (Rel. IA-3361; File No. 3-14713)
In the Matter of Alain A. Assemi
On January 25, 2012, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, and Notice of Hearing (Order) against Alain A. Assemi, based on the entry of a permanent injunction against him in the civil action entitled Securities and Exchange Commission v. Seaforth Meridian, et al., Civil Action No. 5:06-4107-RDR in the United States District Court for the District of Kansas.
In the Order, the Commission finds that on December 2, 2011, the court entered an order permanently enjoining Assemi from future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Assemi was ordered to pay $577,598.65 in disgorgement relief, $39,440 in prejudgment interest and a civil penalty of $100,000. The Commission further finds that the Complaint alleged the Seaforth Principals, including Assemi, fraudulently raised approximately $18 million from nearly 70 - mostly elderly - investors located in several states. The Seaforth Principals enticed investors to purchase limited partnership interests in Seaforth Meridian with offering materials and oral representations that falsely represented and omitted material information regarding investment strategies and risk of loss, the financial controls over investor funds, and the background, experience, and expertise of the Seaforth Principals. Specifically, the Commission alleged that the Seaforth Principals misled investors about the supposed conservative nature of the Seaforth Meridian investment strategy while, in fact, sending almost 75% of the funds raised to two highly suspect, offshore funds. The Commission also alleged that the Seaforth Principals funneled more than $600,000 to themselves without having adequately accounted for Seaforth Meridian's profits or losses. Further, the Seaforth Principals lulled investors with false monthly account statements and reports that emphasized the safety of the investor funds.
A hearing will be scheduled before an Administrative Law Judge to determine whether the allegations contained in the Order are true, to provide Assemi an opportunity to respond to the allegations, and to determine what, if any, remedial sanctions are appropriate in the public interest. The Order directs the Administrative Law Judge to issue an initial decision no later than 210 days from the date of service of the Commission’s Order. (Rel. IA-3362; File No. 3-14714)
In the Matter of John D. Friedrich
On January 25, 2012, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, and Notice of Hearing (Order) against John D. Friedrich, based on the entry of a permanent injunction against him in the civil action entitled Securities and Exchange Commission v. Seaforth Meridian, et al., Civil Action No. 5:06-4107-RDR in the United States District Court for the District of Kansas.
In the Order, the Commission finds that on December 2, 2011, the court entered an order permanently enjoining Friedrich from future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Friedrich was ordered to pay $277,339.64 in disgorgement relief, $18,937.50 in prejudgment interest and a civil penalty of $100,000. The Commission further finds that the Complaint alleged the Seaforth Principals, including Friedrich, fraudulently raised approximately $18 million from nearly 70 - mostly elderly - investors located in several states. The Seaforth Principals enticed investors to purchase limited partnership interests in Seaforth Meridian with offering materials and oral representations that falsely represented and omitted material information regarding investment strategies and risk of loss, the financial controls over investor funds, and the background, experience, and expertise of the Seaforth Principals. Specifically, the Commission alleged that the Seaforth Principals misled investors about the supposed conservative nature of the Seaforth Meridian investment strategy while, in fact, sending almost 75% of the funds raised to two highly suspect, offshore funds. The Commission also alleged that the Seaforth Principals funneled more than $600,000 to themselves without having adequately accounted for Seaforth Meridian's profits or losses. Further, the Seaforth Principals lulled investors with false monthly account statements and reports that emphasized the safety of the investor funds.
A hearing will be scheduled before an Administrative Law Judge to determine whether the allegations contained in the Order are true, to provide Friedrich an opportunity to respond to the allegations, and to determine what, if any, remedial sanctions are appropriate in the public interest. The Order directs the Administrative Law Judge to issue an initial decision no later than 210 days from the date of service of the Commission’s Order. (Rel. IA-3363: File No. 3-14715).
In the Matter of Samir Barai
On January 25, 2012, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions against Samir Barai. The Order finds that Barai founded Barai Capital Management, an unregistered investment adviser, in March 2008, and was the portfolio manager of the Barai Capital Master Fund. Prior to founding Barai Capital in 2008, Barai worked as a portfolio manager at Tribeca Global Management, a hedge fund owned by Citigroup, as well as at Ziff Brothers Investments.
On February 8, 2011, the Commission filed a civil action against Barai in SEC v. Longoria, et al., Civil Action No. 11-CV-0753 (S.D.N.Y.). On January 23, 2012, the Court entered an order permanently enjoining Barai, by consent, from future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Exchange Act Rule 10b-5. The Commission’s complaint alleged that, in connection with the offer, purchase or sale of securities, Barai knew, recklessly disregarded, or should have known, that material non-public information he received from a tipper was disclosed or misappropriated in breach of a fiduciary duty, or similar relationship of trust and confidence, and Barai is liable for the trading that occurred at Barai Capital because he directly or indirectly caused Barai Capital to place trades and/or unlawfully tipped inside information to Barai Capital. On May 27, 2011, in a parallel criminal proceeding, Barai pleaded guilty to one count of securities fraud, one count of conspiracy to commit securities fraud and wire fraud, one count of wire fraud, and one count of obstruction of justice, in violation of 15 U.S.C. §§ 78j(b) and 78ff, 17 C.F.R. § 240.10b-5, and 18 U.S.C. § 2; 18 U.S.C. § 371; 18 U.S.C. §§ 2, 1343; and 18 U.S.C. §§ 2, 1512(c), respectively, before the United States District Court for the Southern District of New York, in United States v. Samir Barai, 11-CR-116 (DAB).
Based on the above, the Order bars Samir Barai from association with any broker, dealer, investment adviser, municipal securities dealer, or transfer agent. Barai consented to the issuance of the Order without admitting or denying the findings in the Order, except he admitted to the entry of the injunction and the conviction. (Rel. IA-3364; File No. 14716)
In the Matter of Bob Nguyen
On January 25, 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 against Bob Nguyen. The Order finds that, from February 2008 through February 2010, Nguyen was a Technology Analyst and Semiconductor Vertical Manager at Primary Global Research LLC (“PGR”). Nguyen held a Series 7 license that was registered with PGR during the relevant time period.
On February 3, 2011, the Commission filed a civil action against Nguyen in SEC v. Longoria, et al., Civil Action No. 11-CV-0753 (S.D.N.Y.). On January 23, 2012, the Court entered an order permanently enjoining Nguyen, by consent, from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission’s complaint alleged that, in connection with the purchase or sale of securities, Nguyen knew, recklessly disregarded, or should have known, that material nonpublic information he received from consultants to PGR was disclosed or misappropriated in breach of a fiduciary duty, or similar relationship of trust and confidence. Nguyen facilitated the transfer of the material nonpublic information to hedge fund clients of PGR and/or passed the information directly to PGR clients himself. Certain hedge fund clients of PGR traded based on the material nonpublic information.
On January 11, 2011, Nguyen pleaded guilty in a parallel criminal action to one count of wire fraud in violation of 18 U.S.C. § 1343 and one count of conspiracy to commit wire fraud and securities fraud in violation of 18 U.S.C. § 371 before the United States District Court for the Southern District of New York, in United States v. Bob Nguyen, 11-CRIM-032.
Based on the above, the Order bars Bob Nguyen from association with any broker, dealer, investment adviser, municipal securities dealer, or transfer agent, and bars him from participating in any offering of a penny stock. Nguyen consented to the issuance of the Order without admitting or denying the findings in the Order, except he admitted to the entry of the injunction and the conviction. (Rel. 34-66237; File No. 3-14717)
Commission Revokes Registration of Securities of Stem Cell Innovations, Inc. For Failure to Make Required Periodic Filings
On January 26, 2012, the Commission revoked the registration of each class of registered securities of Stem Cell Innovations, Inc. (Stem Cell Innovations) 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, Stem Cell Innovations 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 Stem Cell Innovations, Inc. 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 Stem Cell Innovations’ securities pursuant to Section 12(j) of the Exchange Act. This Order settled the proceedings brought against Stem Cell Innovations in In the Matter of RMD Technologies, Inc., et al., Administrative Proceeding File No. 3-14616.
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 RMD Technologies, Inc., et al., Administrative Proceeding File No. 3-14616, Exchange Act Release No. 65714, November 9, 2011. (Rel. 34-66240; File No. 3-14616)
In the Matter of Spencer D. Mindlin and Alfred C. Mindlin, CPA
On January 26, 2012, the Commission issued an Order Making Findings and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933, Sections 15(b) and Section 21C of the Securities Exchange Act of 1934, Section 203(f) of the Investment Advisers Act of 1940, and Section 9(b) of the Investment Company Act of 1940 (Order) against Spencer D. Mindlin and Alfred C. Mindlin, CPA. The Order finds that Spencer Mindlin conveyed material nonpublic information that he obtained in the course of his duties as an employee of Goldman, Sachs & Co. (Goldman Sachs) to his father, Alfred Mindlin. Spencer and Alfred Mindlin then traded based on this information in a brokerage account in the name of a family member and in Alfred Mindlin’s brokerage account.
While working on Goldman’s Exchange-Traded Funds Desk, Spencer Mindlin obtained material nonpublic information concerning the plans of certain Goldman employees to purchase and sell large amounts of securities on behalf of Goldman (Goldman’s Trading Intentions). Goldman’s Trading Intentions concerned securities underlying an exchange-traded fund, the SPDR S&P Retail ETF (XRT). Prior to these Goldman employees placing large buy orders in securities underlying the XRT, Spencer and Alfred Mindlin took long positions in those same securities. When these Goldman employees placed large sell orders in securities underlying the XRT, Spencer and Alfred Mindlin took short positions in those same securities. Specifically, on four occasions, in December 2007 and March 2008, Spencer Mindlin and Alfred Mindlin traded securities underlying the XRT with knowledge of Goldman’s Trading Intentions, reaping illicit profits in excess of $57,000.
Based on the above, the Order imposes a cease-and-desist order against Spencer and Alfred Mindlin, requires Spencer and Alfred Mindlin to pay disgorgement and prejudgment interest totaling $67,562, requires Spencer Mindlin to pay a civil penalty of $25,000, and imposes a bar against Spencer Mindlin from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization with the right to apply for reentry after three years. Spencer and Alfred Mindlin consented to the issuance of the Order without admitting or denying any of the findings in the Order. (Rel. 33-9296; File No. 3-14557)
In the Matter of Tamara M. Davis
On January 26, 2012, 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 Tamara M. Davis (Davis).
In the Order, the Division of Enforcement alleges that the United States District Court for the Western District of Texas entered a final judgment on November 3, 2011 against Davis, permanently enjoining her from future violations of Sections 5(a) and 5(c) of the Securities Act of 1933, and Section 15(a) of the Securities and Exchange Act of 1934. Securities and Exchange Commission v. Tamara M. Davis, et al., Civil Action Number 1:10-CV-913 (W.D. Tex.). In addition to injunctive relief, the Court ordered Davis to pay a $6,500 civil penalty. The Commission alleged in its complaint that from April 2007 through at least May 2008, Davis and others raised approximately $9 million by offering and selling to approximately 20 investors interests in a high-yield investment scheme sponsored by the Lakeway, Texas-based Quantum Funding Strategies, LLC. The Commission also alleged in its complaint that Davis successfully solicited at least ten investors, who invested approximately $4.2 million of the $9 million raised, that Davis induced the investors to participate in the offering by making false and misleading claims of huge returns and no risk, and that at the time of her misconduct, Davis was not registered with the Commission as a broker or dealer, or associated with a Commission-registered broker or dealer.
A hearing before an administrative law judge will be scheduled to determine whether the allegations in the order are true, to provide the Respondent an opportunity to dispute these allegations, and to determine what remedial action, if any, is appropriate in the public interest. The Order directed the Administrative Law Judge to issue an initial decision within 210 days from the date of service of the Order. (Rel. 34-66258; File No. 3-14721)
Commission Dismisses Proceedings Against Theodore W. Urban
The Commission has dismissed proceedings against Theodore W. Urban, formerly the general counsel, executive vice president, and member of the Board of Directors of Ferris Baker Watts, Inc., a registered broker-dealer and investment adviser now operating under the name RBC Wealth Management. The Order Instituting Proceedings against Urban alleged that registered representative Stephen Glantz violated the anti-fraud provisions of the securities laws, that Urban was a supervisor of Glantz, and that Urban failed to exercise this supervision reasonably, within the meaning of Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940. The Commission was evenly divided as to whether these allegations were established and therefore dismissed the proceedings. (Rel. 34-66259; File No. 3-13655)
SEC Obtains Final Judgments on Consent Against Noah Freeman, Bob Nguyen, Samir Barai and Barai Capital Management
The SEC announced that the Honorable Jed S. Rakoff, United States District Judge, United States District Court for the Southern District of New York, entered a Final Judgment on Consent as to Noah Freeman on December 23, 2011, and entered Final Judgments on Consent as to Bob Nguyen, Samir Barai and Barai Capital Management on January 23, 2012, in the SEC’s insider trading case, SEC v. Mark Anthony Longoria, et al., 11-CV-0753 (SDNY) (JSR).
This case alleges insider trading by ten individuals and one investment adviser entity, all of whom are consultants, employees, or clients of the so-called “expert network” firm, Primary Global Research LLC (“PGR”). The SEC filed its Complaint on February 3, 2011, charging two PGR employees and four consultants with insider trading for illegally tipping hedge funds and other investors. On February 8, 2011, the SEC filed an Amended Complaint, charging a New York-based hedge fund and four hedge fund portfolio managers and analysts who illegally traded on confidential information obtained from technology company employees moonlighting as expert network consultants. The scheme netted more than $30 million from trades based on material, nonpublic information about such companies as Advanced Micro Devices, Seagate Technology, Western Digital, Fairchild Semiconductor, and Marvell Technology Group Ltd. The charges were the first against traders in the SEC's ongoing investigation of insider trading involving expert networks.
The SEC alleged that Nguyen was a PGR employee who facilitated the transfer of material nonpublic information from PGR consultants to PGR clients and, in certain instances, acted as a conduit by receiving material nonpublic information from PGR consultants and passing that information directly to PGR clients. The SEC also alleged that Freeman, Barai and Barai Capital were among the recipients of the material nonpublic information supplied by PGR consultants and employees, and either traded on the information or directly or indirectly caused hedge funds they managed or were otherwise affiliated with to trade based on the information.
The Final Judgment entered against Freeman: (1) permanently enjoins him from violations of Section 10(b) of the Exchange Act of 1934 (“Exchange Act”) and Exchange Act Rule 10b-5; and (2) orders him liable for disgorgement of ill-gotten gains of $833,480, together with prejudgment interest of $180,548, for a total of $1,014,028. Based on Freeman’s agreement to cooperate with the SEC, the Commission did not seek a civil penalty. In addition, on January 20, 2012, the Commission issued an order on consent in a related administrative proceeding that bars Freeman from association with any broker, dealer, investment adviser, municipal securities dealer or transfer agent.
The Final Judgment entered against Nguyen: (1) permanently enjoins him from violations of Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5; and (2) orders him liable for disgorgement of ill-gotten gains of $190,890.04, together with prejudgment interest of $11,449.16, for a total of $202,339.20. Based on Nguyen’s agreement to cooperate with the SEC, the Commission did not seek a civil penalty. In addition, Nguyen has agreed to be barred in a separate administrative proceeding from association with any broker, dealer, investment adviser, municipal securities dealer or transfer agent, and from participating in any offering of a penny stock.
The Final Judgment entered against Barai: (1) permanently enjoins him from violations of Section 17(a) of the Securities Act of 1933 (“Securities Act”), 10(b) of the Exchange Act and Exchange Act Rule 10b-5; and (2) orders him liable for disgorgement of ill-gotten gains of $3,000,000, together with prejudgment interest of $434,225.47, for a total of $3,434,225,47. Based on Barai’s agreement to cooperate with the SEC, the Commission did not seek a civil penalty. In addition, Barai has agreed to be barred in a separate administrative proceeding from association with any broker, dealer, investment adviser, municipal securities dealer or transfer agent.
The Final Judgment entered against Barai Capital: (1) permanently enjoins it from violations of Section 17(a) of the Securities Act, 10(b) of the Exchange Act and Exchange Act Rule 10b-5; and (2) orders it liable, jointly with Barai, for disgorgement of ill-gotten gains of $3,000,000, together with prejudgment interest of $434,225.47, for a total of $3,434,225,47. [SEC v. Mark Anthony Longoria, et al., Civil Action No. 11-CV- 0753 (SDNY) (JSR)] (LR-22236)
SEC Charges Latvian Trader in Pervasive Brokerage Account Hijacking Scheme
SEC Also Charges 12 Firms and Individuals For Extending Market Access Without Registering as Brokers
The Securities and Exchange Commission today charged a trader in Latvia for conducting a widespread online account intrusion scheme in which he manipulated the prices of more than 100 NYSE and Nasdaq securities and caused more than $2 million in harm to customers of U.S. brokerage firms.
The SEC also instituted related administrative proceedings today against four electronic trading firms and eight executives charged with enabling the trader’s scheme by allowing him anonymous and unfiltered access to the U.S. markets.
According to the SEC’s complaint filed in federal court in San Francisco, Igors Nagaicevs broke into online brokerage accounts of customers at large U.S. broker-dealers and drove stock prices up or down by making unauthorized purchases or sales in the hijacked accounts. This occurred on more than 150 occasions over the course of 14 months. Nagaicevs – using the direct, anonymous market access provided to him by various unregistered firms – traded those same securities at artificial prices and reaped more than $850,000 in illegal profits.
According to the SEC’s orders instituting administrative proceedings against the four electronic trading firms, they allowed Nagaicevs to trade through their electronic platforms without first registering as brokers. Each of the trading firms provided him online access to trade directly in the U.S. markets through an account held in the firm’s name. These firms gave Nagaicevs a gateway to the U.S. securities markets while circumventing the protections of the federal securities laws, including requirements for brokers to maintain and follow adequate procedures to gather information about customers and their trading.
The electronic trading firms and individuals named in the SEC’s administrative proceedings are Alchemy Ventures, Inc. of San Mateo, Calif. (and Mark H. Rogers, the firm’s president, who lives in San Carlos, Calif. and Steven D. Hotovec, the firm’s vice president, who lives in Redwood City, Calif.); KM Capital Management, LLC of Philadelphia (and Joshua A. Klein, the firm’s founder and co-owner, who lives in Philadelphia and Yisroel M. Wachs, the firm’s co-owner, who lives in Philadelphia); Zanshin Enterprises, LLC of Boise, Idaho (and Frank K. McDonald, managing member of the firm, who lives in Boise and Richard V. Rizzo, an associate of the firm, who lives in Oceanside, N.Y.); and Mercury Capital of La Jolla, CA (and Lisa R. Hyatt, the firm’s president, who lives in Escondido, Calif. and Douglas G. Frederick, an associate of the firm, who lives in Brighton, Mich.).
Mercury Capital, Hyatt, and Rizzo each agreed to a settlement in which they consented to SEC orders finding that they willfully committed or aided and abetted and caused violations of Section 15(a) of the Securities Exchange Act of 1934 (Exchange Act). Hyatt and Rizzo each agreed to pay a $35,000 penalty.
The SEC’s administrative action will determine whether the non-settling trading firms and principals willfully violated Section 15(a) of the Exchange Act, or whether the non-settling principals willfully aided and abetted and caused violations of Section 15(a) of the Exchange Act, and what sanctions, if any, are appropriate as a result. The SEC’s complaint alleges that Nagaicevs violated Section 17(a) of the Securities Act of 1933, Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder, and seeks injunctive relief, disgorgement with prejudgment interest, and financial penalties. [SEC v. Igors Nagaicevs, Case No. CV-12-0413 EDL, N.D. Cal.] [In the Matter of Alchemy Ventures, Inc., KM Capital Management, LLC, Zanshin Enterprises, LLC, Mark H. Rogers, Steven D. Hotovec, Joshua A. Klein, Yisroel M. Wachs, Frank K. McDonald, and Douglas G. Frederick] (LR-22238)
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 Xstelos Holdings, Inc., 630 FIFTH AVENUE, SUITE 2600, NEW YORK, NY,
10020, 201-934-2000 - 24,231,737 ($15,992,946.42) Equity,
(File 333-179148 - Jan. 25) (BR. 01)
S-1 POSITIVEID Corp, 1690 SOUTH CONGRESS AVENUE, SUITE 200, DELRAY BEACH,
FL, 33445, 561-805-8008 - 14,000,000 ($1,890,000.00) Equity,
(File 333-179150 - Jan. 25) (BR. 11C)
S-8 MONARCH CASINO & RESORT INC, 3800 S VIRGINIA STREET, EXECUTIVE OFFICES,
RENO, NV, 89502, 775-335-4600 - 0 ($3,267,000.00) Equity,
(File 333-179158 - Jan. 25) (BR. 08C)
S-8 MONARCH CASINO & RESORT INC, 3800 S VIRGINIA STREET, EXECUTIVE OFFICES,
RENO, NV, 89502, 775-335-4600 - 0 ($4,356,000.00) Equity,
(File 333-179159 - Jan. 25) (BR. 08C)
S-8 CHOICE BANCORP, INC., 2450 WITZEL AVENUE, OSHKOSH, WI, 54904,
(920) 230-1300 - 360,000 ($2,178,000.00) Equity, (File 333-179160 -
Jan. 25) (BR. 07C)
S-8 Mid-Con Energy Partners, LP, 2431 E. 61ST STREET, SUITE 850, TULSA, OK,
74136, 918-743-7575 - 1,764,000 ($33,921,720.00) Equity,
(File 333-179161 - Jan. 25) (BR. 04C)
S-4 Warner Music Group Corp., 75 ROCKEFELLER PLAZA, NEW YORK, NY, 10019,
212-275-2000 - 0 ($150,000,000.00) Other, (File 333-179162 - Jan. 25)
(BR. 05C)
S-8 RAINMAKER SYSTEMS INC, 900 EAST HAMILTON AVENUE, SUITE 400, CAMPBELL,
CA, 95008, 4086263800 - 1,000,000 ($820,000.00) Equity,
(File 333-179163 - Jan. 25) (BR. 08C)
S-8 CARROLS RESTAURANT GROUP, INC., 968 JAMES STREET, SYRACUSE, NY, 13203,
315-424-0513 - 0 ($11,080,000.00) Equity, (File 333-179164 - Jan. 25)
(BR. 05A)
S-4 Warner Music Group Corp., 75 ROCKEFELLER PLAZA, NEW YORK, NY, 10019,
212-275-2000 - 0 ($765,000,000.00) Other, (File 333-179167 - Jan. 25)
(BR. 05C)
S-3 GMX RESOURCES INC, ONE BENHAM PLACE, SUITE 600, OKLAHOMA CITY, OK,
73114, 4056000711 - 0 ($4,497,615.00) Equity, (File 333-179168 -
Jan. 25) (BR. 04A)
S-4 GMX RESOURCES INC, ONE BENHAM PLACE, SUITE 600, OKLAHOMA CITY, OK,
73114, 4056000711 - 0 ($283,475,000.00) Non-Convertible Debt,
(File 333-179169 - Jan. 25) (BR. 04A)
S-3 OVERLAND STORAGE INC, 9112 SPECTRUM CENTER BOULEVARD, SAN DIEGO, CA,
92123, 8585715555 - 0 ($34,800,000.00) Equity, (File 333-179170 -
Jan. 25) (BR. 03C)
Recent 8K Filings
Form 8-K is used by companies to file current reports on the following events:
1.01
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Entry into a Material Definitive Agreement
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1.02
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Termination of a Material Definitive Agreement
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1.03
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Bankruptcy or Receivership
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2.01
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Completion of Acquisition or Disposition of Assets
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2.02
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Results of Operations and Financial Condition
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2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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2.04
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
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2.05
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Cost Associated with Exit or Disposal Activities
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2.06
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Material Impairments
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3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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3.02
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Unregistered Sales of Equity Securities
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3.03
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Material Modifications to Rights of Security Holders
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4.01
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Changes in Registrant's Certifying Accountant
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4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
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5.01
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Changes in Control of Registrant
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5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer
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5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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5.04
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Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
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5.05
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Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
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5.06
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Change in Shell Company Status
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6.01
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ABS Informational and Computational Material.
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6.02
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Change of Servicer or Trustee.
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6.03
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Change in Credit Enhancement or Other External Support.
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6.04
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Failure to Make a Required Distribution.
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6.05
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Securities Act Updating Disclosure.
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7.01
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Regulation FD Disclosure
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8.01
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Other Events
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9.01
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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
-----------------------------------------------------------------------------------------
ABBOTT LABORATORIES IL 2.02,9.01 01/25/12
ACACIA RESEARCH CORP DE 8.01 01/24/12
Acadia Healthcare Company, Inc. DE 5.02,9.01 01/19/12
ACELRX PHARMACEUTICALS INC DE 1.01,2.03 12/15/11
AFFYMETRIX INC DE 1.02 01/24/12
ALLEGHENY TECHNOLOGIES INC DE 2.02,9.01 01/25/12
Alliance Bancorp, Inc. of Pennsylvani PA 2.02,9.01 01/25/12
ALLIANCEBERNSTEIN HOLDING L.P. DE 7.01,9.01 01/24/12
ALLIANCEBERNSTEIN L.P. DE 7.01,9.01 01/24/12
Allied Nevada Gold Corp. DE 2.02,7.01,9.01 01/24/12
Allied Nevada Gold Corp. DE 2.02,7.01,9.01 01/25/12 AMEND
ALPHA & OMEGA SEMICONDUCTOR Ltd 2.02,9.01 01/25/12
ALSERES PHARMACEUTICALS INC /DE DE 1.01 01/19/12
AMERICAN EQUITY INVESTMENT LIFE HOLDI IA 2.02 01/24/12
AMERIGAS PARTNERS LP DE 2.02,9.01 01/25/12
AMERITRANS CAPITAL CORP DE 2.04,8.01 01/19/12
ANAREN INC NY 2.02,9.01 01/25/12
ANGIODYNAMICS INC DE 8.01,9.01 01/24/12
APPLIED INDUSTRIAL TECHNOLOGIES INC OH 2.02,9.01 01/25/12
ARES CAPITAL CORP MD 7.01,9.01 01/25/12
ARES CAPITAL CORP MD 7.01,9.01 01/25/12
ARKANSAS BEST CORP /DE/ DE 8.01,9.01 01/25/12
Arrayit Corp NV 1.01 01/25/12 AMEND
Arrayit Corp NV 1.01 01/25/12 AMEND
Asia Carbon Industries, Inc. MD 8.01,9.01 01/25/12
AUTOMATIC DATA PROCESSING INC DE 2.02,9.01 01/25/12
AvWorks Aviation Corp 2.01,3.02,5.01,5.02, 10/03/11 AMEND
5.03,5.06,9.01
AVX Corp DE 2.02,9.01 01/25/12
AxoGen, Inc. MN 9.01 09/30/11 AMEND
Baby Fox International, Inc. NV 1.02 01/25/12
BANK OF KENTUCKY FINANCIAL CORP KY 5.02 01/20/12
BANK OF THE JAMES FINANCIAL GROUP INC VA 8.01,9.01 01/24/12
BANKUNITED FINANCIAL CORP FL 8.01,9.01 01/19/12
BankUnited, Inc. DE 2.02,9.01 01/25/12
BELDEN INC. DE 8.01 01/24/12
BEMIS CO INC MO 2.02,9.01 01/25/12
BERKSHIRE HILLS BANCORP INC 8.01 01/20/12
BioNeutral Group, Inc NV 1.01,8.01 01/24/12
Bizzingo, Inc. NV 7.01,9.01 01/25/12
Blueknight Energy Partners, L.P. DE 7.01,9.01 01/24/12
BOEING CAPITAL CORP DE 2.02,9.01 01/25/12
BOEING CO DE 2.02,9.01 01/25/12
BON TON STORES INC PA 5.02,9.01 01/23/12
BROOKLINE BANCORP INC DE 2.02 01/25/12
BUCKEYE TECHNOLOGIES INC DE 2.02,7.01,9.01 01/24/12
Buckingham Exploration Inc. NV 3.02,5.02 01/25/12
CALIFORNIA WATER SERVICE GROUP DE 8.01,9.01 01/25/12
CALLAWAY GOLF CO DE 2.02,9.01 01/25/12
CANYON COPPER CORP. 2.01,3.02 01/19/12
CARBON 612 Corp DE 3.02,9.01 12/30/11
CATALYST HEALTH SOLUTIONS, INC. DE 5.02 01/19/12
CenterState Banks, Inc. FL 1.01,2.01,9.01 01/20/12 AMEND
CENTRAL PACIFIC FINANCIAL CORP HI 2.02,9.01 12/31/11
CHESAPEAKE ENERGY CORP OK 7.01,9.01 01/19/12
CHICOPEE BANCORP, INC. 2.02,9.01 01/25/12
CHINDEX INTERNATIONAL INC DE 5.02 01/20/12
Citi Trends Inc 5.02,9.01 01/23/12
CITRIX SYSTEMS INC DE 2.02,9.01 01/25/12
COHEN & STEERS INC DE 2.02,9.01 01/25/12
COHERENT INC DE 2.02,9.01 01/25/12
COLONY BANKCORP INC GA 5.02 01/25/12
COMMERCEFIRST BANCORP INC MD 2.02,7.01,8.01,9.01 01/25/12
Comstock Mining Inc. NV 7.01,9.01 06/23/11 AMEND
Comstock Mining Inc. NV 7.01,9.01 11/02/11 AMEND
CONOCOPHILLIPS DE 2.02,9.01 01/23/12
CONTINENTAL RESOURCES INC OK 2.02,9.01 01/25/12
CORNING INC /NY NY 2.02,9.01 01/25/12
COURIER Corp MA 2.02,8.01,9.01 01/25/12
COVANCE INC DE 2.02,8.01,9.01 01/25/12
CRC Health CORP DE 2.02 01/25/12
CROSSTEX ENERGY LP DE 1.01,2.03,7.01,9.01 01/24/12
CROWN CASTLE INTERNATIONAL CORP DE 7.01,9.01 01/25/12
CROWN CASTLE INTERNATIONAL CORP DE 2.02,9.01 01/25/12
CULLEN/FROST BANKERS, INC. TX 2.02,9.01 01/25/12
DELTA AIR LINES INC /DE/ DE 2.02,9.01 01/25/12
Digerati Technologies, Inc. NV 8.01,9.01 01/18/12
Douglas Lake Minerals Inc. NV 7.01,9.01 01/25/12
DOVER Corp DE 2.02,9.01 12/31/11
DOVER DOWNS GAMING & ENTERTAINMENT IN DE 7.01,9.01 01/25/12
DRINKS AMERICAS HOLDINGS, LTD DE 3.02,8.01 01/19/12
DUPONT E I DE NEMOURS & CO DE 5.02 01/20/12
DYNEGY HOLDINGS, LLC DE 7.01,9.01 01/25/12
E DIGITAL CORP DE 1.01,2.03,9.01 01/20/12
E TRADE FINANCIAL Corp DE 2.02,9.01 01/25/12
EAGLE BANCORP INC MD 2.02,9.01 01/25/12
EAGLE FINANCIAL SERVICES INC VA 2.02,9.01 01/24/12
EMERSON ELECTRIC CO MO 7.01 01/25/12
ENTERPRISE FINANCIAL SERVICES CORP DE 2.02,4.02,5.04,7.01 01/20/12
EXELON CORP PA 2.02,7.01,9.01 01/25/12
FAMILY DOLLAR STORES INC DE 5.02,5.07,8.01,9.01 01/19/12
FBL FINANCIAL GROUP INC IA 1.02 01/25/12
Federal Home Loan Bank of Dallas 2.03,9.01 01/19/12
FEDERAL HOME LOAN MORTGAGE CORP 2.02,9.01 01/25/12
FiberTower CORP DE 3.01,7.01,9.01 01/19/12
FINANCIAL INSTITUTIONS INC NY 2.02,9.01 01/25/12
FIRST CASH FINANCIAL SERVICES INC DE 2.02,9.01 01/25/12
First Clover Leaf Financial Corp. MD 8.01,9.01 01/25/12
FIRST COMMONWEALTH FINANCIAL CORP /PA PA 2.02,7.01,9.01 01/24/12
FIRST COMMUNITY BANCSHARES INC /NV/ NV 2.02,8.01,9.01 01/25/12
FIRST FINANCIAL BANCORP /OH/ OH 2.02,9.01 01/25/12
FIRST MIDWEST BANCORP INC DE 2.02,7.01,9.01 01/25/12
FIRSTBANK CORP MI 2.02,9.01 01/25/12
FIRSTBANK CORP MI 8.01,9.01 01/25/12
FOOTSTAR INC DE 1.01,9.01 01/23/12
Ford Credit Auto Owner Trust 2012-A DE 8.01,9.01 01/25/12
FORTINET INC 5.03 01/25/12
Fortress Investment Group LLC DE 5.02,9.01 01/24/12
FriendFinder Networks Inc. NV 8.01,9.01 01/25/12
FUNCTION (X) INC. DE 8.01,9.01 01/25/12
FUSION TELECOMMUNICATIONS INTERNATION DE 7.01,9.01 01/25/12
GENERAL DYNAMICS CORP DE 2.02,9.01 01/25/12
GEOGLOBAL RESOURCES INC. DE 7.01,9.01 01/24/12
GEORGETOWN CORP NV 1.01,2.03,9.01 01/24/12
Georgia-Carolina Bancshares, Inc GA 2.02,9.01 01/25/12
Global Geophysical Services Inc DE 8.01,9.01 01/24/12
Gold Holding Corp. 5.03,8.01 01/25/12
GOLDSANDS DEVELOPMENT CO DE 1.01,9.01 01/20/12
GRAINGER W W INC IL 2.02,9.01 01/25/12
GRANT PARK FUTURES FUND LIMITED PARTN IL 7.01,9.01 12/31/11
GRANT PARK FUTURES FUND LIMITED PARTN IL 7.01,9.01 01/20/12
GREEN DOT CORP DE 1.01 01/19/12
GREENHILL & CO INC DE 2.02,9.01 01/25/12
GREENLIGHT CAPITAL RE, LTD. 7.01,9.01 01/25/12
GROEN BROTHERS AVIATION INC /UT/ UT 3.03,5.03 01/24/12
GulfStar Energy Corp CO 5.02,5.07,9.01 01/23/12
HARLEYSVILLE SAVINGS FINANCIAL CORP 2.02,5.07,8.01,9.01 01/25/12
HEALTHCARE SERVICES GROUP INC PA 8.01,9.01 01/24/12
HESS CORP DE 2.02,7.01,9.01 01/25/12
HEXCEL CORP /DE/ DE 1.01,2.03,9.01 01/18/12
HEXCEL CORP /DE/ DE 2.02,7.01,8.01,9.01 01/25/12
Hines Global REIT, Inc. MD 8.01,9.01 01/25/12
HUDSON CITY BANCORP INC DE 2.02,9.01 01/24/12
IBERIABANK CORP LA 2.02,9.01 01/25/12
IBI ACQUISITIONS, INC. CO 4.01,9.01 01/19/12 AMEND
ICF International, Inc. DE 7.01,9.01 01/25/12
IGATE CORP PA 2.02,8.01,9.01 01/25/12
IGATE CORP PA 7.01,9.01 01/25/12
ILLUMINA INC DE 8.01,9.01 01/24/12
Independent Film Development CORP NV 8.01 01/25/12
INDIANA COMMUNITY BANCORP IN 1.01,2.02,9.01 01/24/12
Inland American Real Estate Trust, In MD 8.01 01/25/12
INTEGRATED SILICON SOLUTION INC DE 2.02,9.01 01/25/12
Intellicell Biosciences, Inc. NV 5.02 01/18/12
INTER PARFUMS INC DE 2.02 01/25/12
Interactive Brokers Group, Inc. DE 7.01 01/25/12
INTUIT INC DE 5.02,5.07,8.01,9.01 01/19/12
IPASS INC DE 5.02 01/21/12
ISC8 INC. /DE DE 5.03,5.07,9.01 01/19/12
Jones Lang LaSalle Income Property Tr MD 5.07,7.01 01/20/12
K SWISS INC DE 1.01,9.01 01/24/12
KBS Legacy Partners Apartment REIT, I MD 1.01 01/25/12
KNIGHT TRANSPORTATION INC AZ 2.02,5.02,9.01 01/25/12
LAKELAND BANCORP INC NJ 2.02,8.01,9.01 01/25/12
LAKELAND FINANCIAL CORP IN 2.02,9.01 01/25/12
LAM RESEARCH CORP DE 2.02,9.01 01/25/12
LANTRONIX INC DE 1.01,2.03,9.01 01/19/12
Latitude Solutions, Inc. NV 5.02,7.01,8.01,9.01 01/20/12
LECROY CORP DE 2.02,9.01 01/25/12
LIBERTY SILVER CORP NV 8.01,9.01 01/25/12
LIVEDEAL INC NV 5.02 01/19/12
LSI CORP DE 2.02,9.01 01/25/12
MAGELLAN HEALTH SERVICES INC DE 8.01 01/21/12
Magnolia Solar Corp NV 8.01,9.01 01/25/12
MARCHEX INC DE 2.02,9.01 01/25/12
MARINE PRODUCTS CORP DE 8.01,9.01 01/25/12
MARINE PRODUCTS CORP DE 2.02,9.01 01/25/12
MARTIN MIDSTREAM PARTNERS LP DE 8.01 01/25/12
McEwen Mining Inc. CO 7.01,9.01 01/24/12
MDC HOLDINGS INC DE 5.02,9.01 01/23/12
MEADWESTVACO Corp DE 2.02,9.01 01/25/12
MEDGENICS, INC. DE 8.01,9.01 01/25/12
Mellanox Technologies, Ltd. L3 2.02,9.01 01/25/12
MERIDIAN INTERSTATE BANCORP INC 2.02,9.01 01/24/12
MIDDLESEX WATER CO NJ 8.01,9.01 01/25/12
MIPS TECHNOLOGIES INC DE 2.02,9.01 01/25/12
MModal Inc. DE 2.02,7.01,9.01 01/25/12
MModal Inc. DE 2.02,7.01,9.01 01/25/12 AMEND
Mobiform Software Inc DE 7.01,9.01 01/25/12
MOHEGAN TRIBAL GAMING AUTHORITY 2.02,8.01,9.01 01/24/12
MOLEX INC DE 2.02,9.01 01/25/12
MONTPELIER RE HOLDINGS LTD 7.01,9.01 01/25/12
Motorola Solutions, Inc. DE 2.02,9.01 01/25/12
MTR GAMING GROUP INC DE 8.01,9.01 01/25/12
Mueller Water Products, Inc. DE 5.03,5.07,9.01 01/25/12
NASB FINANCIAL INC MO 5.07 01/24/12
NATIONAL BANK OF INDIANAPOLIS CORP IN 5.02 01/19/12
NATIONAL BANKSHARES INC VA 5.02,9.01 01/25/12
NAVIDEA BIOPHARMACEUTICALS, INC. DE 8.01,9.01 01/25/12
NEOGENOMICS INC NV 5.02,9.01 01/20/12
Net Savings Link, Inc. NV 1.01,2.03 01/25/12
Net Savings Link, Inc. NV 1.01,3.02,9.01 01/17/12
NETFLIX INC DE 2.02,9.01 01/25/12
NEW YORK COMMUNITY BANCORP INC DE 2.02,7.01,9.01 01/25/12
NEWS CORP 8.01,9.01 01/25/12
Noble Corp / Switzerland V8 2.02,9.01 01/25/12
NORTHRIM BANCORP INC AK 2.02,9.01 01/24/12
NUVASIVE INC DE 8.01,9.01 01/25/12
OCCIDENTAL PETROLEUM CORP /DE/ DE 2.02,8.01,9.01 01/25/12
OGE ENERGY CORP. OK 2.02 01/25/12
OKLAHOMA GAS & ELECTRIC CO OK 2.02 01/25/12
OLD NATIONAL BANCORP /IN/ IN 1.01,9.01 01/24/12
OLD REPUBLIC INTERNATIONAL CORP DE 8.01 01/25/12
OLD SECOND BANCORP INC DE 2.02,9.01 01/25/12
Opko Health, Inc. DE 9.01 12/29/11 AMEND
ORAGENICS INC FL 1.01,9.01 01/23/12
Oro East Mining, Inc. DE 4.01,9.01 01/24/12 AMEND
OVERHILL FARMS INC NV 5.02 01/20/12
OWENS ILLINOIS INC /DE/ DE 2.02,9.01 01/25/12
PALADIN REALTY INCOME PROPERTIES INC MD 8.01 01/24/12
PALMETTO BANCSHARES INC SC 8.01,9.01 01/25/12
PARAMETRIC TECHNOLOGY CORP MA 2.02,2.05,9.01 01/25/12
PENNICHUCK CORP NH 3.01,3.03,5.01,9.01 01/25/12
PETMED EXPRESS INC FL 8.01,9.01 01/23/12
PINNACLE DATA SYSTEMS INC OH 5.07 01/25/12
PIPER JAFFRAY COMPANIES DE 2.02,9.01 01/25/12
POLARIS INDUSTRIES INC/MN MN 2.02,7.01,9.01 01/25/12
POPULAR INC 7.01,9.01 01/25/12
POWERSECURE INTERNATIONAL, INC. DE 8.01,9.01 01/25/12
PRAXAIR INC DE 2.02,5.02,8.01,9.01 01/25/12
PREMIERWEST BANCORP OR 2.02,9.01 01/24/12
Prestige Brands Holdings, Inc. 1.01,7.01,9.01 01/24/12
Protea Biosciences Group, Inc. DE 1.01,5.02,9.01 01/19/12
PROVIDENT FINANCIAL HOLDINGS INC DE 8.01,9.01 01/24/12
PSYCHEMEDICS CORP DE 5.02 01/19/12
QLOGIC CORP DE 1.01,5.02,8.01,9.01 01/20/12
Quadra Projects Inc. 5.03 10/07/11
Quadra Projects Inc. 5.03,9.01 10/10/11 AMEND
QUANTUM CORP /DE/ DE 2.02,9.01 01/25/12
RAYMOND JAMES FINANCIAL INC FL 2.02,7.01,8.01,9.01 01/25/12
RDA Holding Co. 1.01,8.01,9.01 01/23/12
REALOGY CORP DE 8.01,9.01 01/25/12
REALOGY CORP DE 2.02,7.01 01/25/12
REMEC LIQUIDATING TRUST CA 8.01 01/20/12
RENAISSANCERE HOLDINGS LTD D0 7.01,9.01 01/25/12
RLI CORP IL 2.02,9.01 01/25/12
ROCHESTER MEDICAL CORPORATION MN 2.02,9.01 01/25/12
Rock-Tenn CO GA 8.01,9.01 01/24/12
Rock-Tenn CO GA 2.02,9.01 01/24/12
ROCKWELL AUTOMATION INC DE 2.02,9.01 01/25/12
ROLLINS INC DE 8.01,9.01 01/24/12
ROLLINS INC DE 2.02,9.01 01/25/12
RPC INC DE 8.01,9.01 01/25/12
RPC INC DE 2.02,9.01 01/25/12
S Y BANCORP INC KY 2.02,9.01 01/25/12
SANDISK CORP DE 2.02,9.01 01/25/12
SECTOR 10 INC DE 8.01 01/25/12
SEI INVESTMENTS CO PA 2.02,9.01 01/25/12
SELECTICA INC DE 5.07 01/24/12
Sentio Healthcare Properties Inc MD 1.01,5.03,8.01,9.01 01/24/12
SEVCON, INC. DE 2.02,5.07,9.01 01/24/12
SILICON IMAGE INC DE 5.02 01/19/12
SILICON LABORATORIES INC DE 2.02,9.01 01/25/12
SILLENGER EXPLORATION CORP. NV 5.02 01/19/12
SINO PAYMENTS, INC. NV 5.02 01/23/12
SOUTHERN CO DE 2.02 01/25/12
SOUTHERN MISSOURI BANCORP INC MO 2.02,8.01,9.01 01/24/12
Sowa Jisho Co., Ltd. DE 5.03 01/19/12
Sowa Jisho Co., Ltd. DE 5.03,9.01 01/19/12 AMEND
SPECTRANETICS CORP DE 1.02,2.02,9.01 01/19/12
SPECTRUM PHARMACEUTICALS INC DE 1.01,9.01 01/23/12
Spirit Airlines, Inc. DE 1.02,8.01,9.01 01/20/12
ST JUDE MEDICAL INC MN 2.02,9.01 01/25/12
STEEL DYNAMICS INC IN 2.02,9.01 01/24/12
STERLING FINANCIAL CORP /WA/ WA 2.02,9.01 01/25/12
SUFFOLK BANCORP NY 4.01,8.01,9.01 01/19/12
Sun Life Assurance Co of Canada (U.S. DE 8.01 01/20/12
SUNOVIA ENERGY TECHNOLOGIES INC NV 5.02,9.01 01/19/12
Surge Global Energy, Inc. DE 1.01,9.01 01/25/12
SUSQUEHANNA BANCSHARES INC PA 2.02,9.01 01/25/12
Sustainable Environmental Technologie CA 5.03,8.01,9.01 01/25/12
SWIFT TRANSPORTATION Co 2.02,9.01 01/25/12
SYMANTEC CORP DE 2.02,9.01 01/25/12
SYMMETRICOM INC DE 2.02,9.01 01/25/12
TAYLOR CAPITAL GROUP INC DE 2.02,9.01 01/24/12
TAYLOR CAPITAL GROUP INC DE 7.01,9.01 01/24/12
TE Connectivity Ltd. V8 2.02,7.01,9.01 01/25/12
TEKELEC CA 5.07 01/25/12
Tennessee Commerce Bancorp, Inc. TN 4.02,9.01 01/17/12 AMEND
TEXTRON INC DE 2.02,9.01 01/25/12
TF FINANCIAL CORP DE 5.02,5.03,9.01 01/25/12
TherapeuticsMD, Inc. UT 4.01,9.01 12/14/11
THORATEC CORP CA 8.01 01/25/12
TIDEWATER INC DE 8.01,9.01 01/23/12
TIMBERLAND BANCORP INC WA 2.02,9.01 01/24/12
TRANSDEL PHARMACEUTICALS INC DE 1.01,2.03,5.02,5.03 12/31/11
TransDigm Group INC DE 5.02,9.01 01/20/12
Transocean Ltd. V8 5.02 01/25/12
Travelport LTD D0 1.01,9.01 01/19/12
Trius Therapeutics Inc DE 8.01 01/25/12
Trunity Holdings, Inc. DE 8.01,9.01 01/25/12
UGI CORP /PA/ PA 2.02,9.01 01/25/12
UGI UTILITIES INC PA 2.02,9.01 01/25/12
UMB FINANCIAL CORP MO 2.02,5.05,8.01,9.01 01/24/12
UMPQUA HOLDINGS CORP OR 2.02,9.01 01/25/12
UNITED FIRE & CASUALTY CO IA 5.07 01/24/12
UNITED RENTALS INC /DE DE 2.02,5.02,7.01,9.01 01/24/12
UNITED TECHNOLOGIES CORP /DE/ DE 2.02,9.01 01/25/12
UNIVERSAL HEALTH REALTY INCOME TRUST MD 2.01,2.03,9.01 01/23/12
UNIVEST CORP OF PENNSYLVANIA PA 2.02,9.01 01/25/12
UROLOGIX INC MN 2.02,9.01 01/24/12
US AIRWAYS GROUP INC DE 2.02,9.01 01/25/12
US AIRWAYS GROUP INC DE 7.01,9.01 01/25/12
USA REAL ESTATE INVESTMENT TRUST /CA CA 1.01,9.01 01/20/12
VALERO ENERGY CORP/TX DE 5.07 04/28/11 AMEND
VARIAN MEDICAL SYSTEMS INC DE 2.02,9.01 01/25/12
VERTICAL HEALTH SOLUTIONS INC FL 1.01,2.01,3.02,5.01, 04/15/11 AMEND
5.02,5.06,9.01
VOLTERRA SEMICONDUCTOR CORP 5.02,9.01 01/20/12
VOLTERRA SEMICONDUCTOR CORP 5.07 04/22/11 AMEND
WAL MART STORES INC DE 5.02,9.01 01/19/12
Walter Energy, Inc. DE 1.01,9.01 01/20/12
WASHINGTON MUTUAL, INC WA 7.01,9.01 01/24/12
WASHINGTON TRUST BANCORP INC RI 2.02,9.01 01/25/12
Wellesley Bancorp, Inc. MD 8.01,9.01 01/25/12
WELLPOINT, INC IN 2.02,9.01 01/25/12
WESTFIELD FINANCIAL INC MA 8.01,9.01 01/25/12
WILLIAMS COMPANIES INC DE 5.02,9.01 01/19/12
WINDSTREAM CORP DE 7.01,9.01 01/25/12
WORLD ACCEPTANCE CORP SC 2.02,7.01,9.01 01/25/12
XENOPORT INC DE 1.02 01/24/12
XEROX CORP NY 8.01 01/24/12
XEROX CORP NY 2.02,9.01 01/25/12
YOU ON DEMAND HOLDINGS, INC. NV 1.01,2.01,9.01 01/19/12
Zalicus Inc. DE 8.01 01/25/12
ZHONE TECHNOLOGIES INC DE 2.02,9.01 01/25/12
ZIOPHARM ONCOLOGY INC DE 1.01,8.01,9.01 01/20/12
http://www.sec.gov/news/digest/2012/dig012612.htm
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