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SEC News Digest
Issue 2012-129
July 5, 2012
Commission Announcements
Securities and Exchange Commission Suspends Trading in the Securities of Qiao Xing Universal Resources, Inc. and Qiao Xing Mobile Communication Co., Ltd.
The Securities and Exchange Commission (“Commission”) announced the temporary suspension of trading in Qiao Xing Universal Resources, Inc.’s (“XING”) and Qiao Xing Mobile Communication Co., Ltd.’s (“QXM”) securities, commencing at 9:30 a.m. EDT on July 5, 2012 and terminating at 11:59 p.m. EDT on July 18, 2012. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act).
The Commission temporarily suspended trading in the securities of XING because questions have arisen regarding the accuracy and completeness of information contained in XING’s public filings with the Commission concerning, among other things, the effectiveness of XING’s internal control over financial reporting. It also appears to the Commission that relevant information has not been disclosed about XING, including the following: (1) its CFO resigned; (2) its independent auditor resigned; and (3) its US counsel resigned.
The Commission temporarily suspended trading in the securities of QXM because it appears that relevant information has not been disclosed about QXM, including the following: (1) the Chairman of its Audit Committee resigned; and (2) its outside independent auditor resigned.
The Commission cautions brokers, dealers, shareholders and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by these companies. Further, brokers and dealers should be alert to the fact that, pursuant to Exchange Act Rule 15c2-11, at the termination of the trading suspensions, no quotation may be entered relating to the securities of the subject companies unless and until the broker or dealer has strictly complied with all of the provisions of the rule. If any broker or dealer is uncertain as to what is required by the rule, it should refrain from entering quotations relating to the securities of these companies that have been subject to a trading suspension until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. Any broker or dealer with questions regarding the rule should contact the staff of the Securities and Exchange Commission in Washington, DC at (202) 551-5720. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action.
If any broker-dealer or other person has any information which may relate to this matter, they should immediately contact Douglas McAllister, Assistant Director, at (202) 551-4767, or Carlisle Perkins, Senior Counsel, at (202) 551-4822, or by e-mail at mcallisterd@sec.gov or perkinsc@sec.gov. (Rel. 34-67349)
SEC Names Norm Champ as Director of Division of Investment Management
The Securities and Exchange Commission today announced that Norm Champ has been named Director of the agency’s Division of Investment Management.
Mr. Champ has been serving as Deputy Director of the SEC’s Office of Compliance Inspections and Examinations (OCIE). He assumes his new duties on July 9 and succeeds Eileen Rominger, who is retiring.
The SEC’s Division of Investment Management protects investors and promotes capital formation through oversight and regulation of the nation’s multi-trillion dollar investment management industry. Prior to joining the SEC staff in 2010, Mr. Champ was general counsel for 10 years as well as a member of the executive committee and a partner at investment management firm Chilton Investment Company, a multi-national adviser to private funds and managed accounts.
“Norm has proven himself to be a natural leader and an expert at managing programs that bolster our financial markets and protect investors,” said SEC Chairman Mary L. Schapiro. “His breadth of experience and deep insight into so many aspects of the securities industry will well serve investors and the agency.”
Mr. Champ said, “I am honored to join the Division and continue to carry out the SEC’s missions of protecting investors and encouraging capital formation. I look forward to working with the Division’s talented and knowledgeable staff as we continue shaping the rules by which the asset management industry is governed.”
In OCIE, where he sits on the Executive and Operating Committees, Mr. Champ has served as the acting head of the broker-dealer, investment adviser/investment company and credit rating agency exam programs and as acting chief counsel. Mr. Champ led the creation of OCIE’s first Examination Manual.
During his SEC tenure, Mr. Champ has received the Chairman’s Award for Law and Policy for his role in OCIE’s implementation of the Dodd-Frank Act and the Chairman’s Award for Labor-Management Relations for his role in the reorganization of OCIE.
“Norm has made a tremendous contribution to OCIE in the last 2½ years as a leader of the National Examination Program,” said Carlo di Florio, Director of OCIE.
Mr. Champ is a lecturer at Harvard Law School, where he has taught a course on private funds investment management law. Mr. Champ is currently teaching this course to 120 SEC colleagues.
Mr. Champ joined the SEC staff in January 2010 as the Associate Regional Director for Investment Adviser/Investment Company Examinations in the SEC’s New York Regional Office. He became Deputy Director of OCIE in June 2010. Prior to working at Chilton Investment Company, Mr. Champ was a lawyer at the firm of Davis Polk & Wardwell and spent two years as a law clerk for the Honorable Charles S. Haight, Jr. of the U.S. District Court for the Southern District of New York.
Mr. Champ received his bachelor’s degree from Princeton University, summa cum laude, in 1985. He received his master’s degree in 1986 from King’s College University of London, where he was a Fulbright Scholar. He earned his juris doctor degree from Harvard Law School, cum laude, in 1989. (Press Rel. 2012-129)
Commission Meetings
Closed Meeting on Tuesday, July 10, 2012 at 10:00 a.m. and Friday, July 13, 2012 at 1:00 p.m.
The subject matter of the Closed Meeting scheduled for Tuesday, July 10, 2012 will be: institution and settlement of an injunctive action; and a personnel matter.
The subject matter of the Closed Meeting scheduled for Friday, July 13, 2012 will be: Consideration of amicus participation; 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
Commission Revokes Registration of Securities of Wireless Age Communications, Inc. For Failure to Make Required Periodic Filings
On July 5, 2012, the Commission revoked the registration of each class of registered securities of Wireless Age Communications, Inc. (Wireless Age) (stock symbol WLSA) 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, Wireless Age 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 Wireless Age Communications, 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 Wireless Age’s securities pursuant to Section 12(j) of the Exchange Act. This Order settled the proceedings brought against Wireless Age in In the Matter of ROK Entertainment, Inc., et al., Administrative Proceeding File No. 3-14914.
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 . . . .
(Rel. 34-67348; File No. 3-14914)
Commission Orders Hearings on Registration Suspension or Revocation against XING and QXM for Failure to Make Required Periodic Filings
In conjunction with these trading suspensions, the Commission today also instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registration of each class of the securities of XING and QXM for failure to make required periodic filings with the Commission:
In this Order, the Division of Enforcement (Division) alleges that the respective Respondents are delinquent in their required periodic filings with the Commission.
In these proceedings, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rule 13a-1 thereunder, are true. The judge in the proceedings will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in the proceedings issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-67350; File No. 3-14936)
In the Matter of Marco Glisson
On July 5, 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. The Order alleges that on April 11, 2012, a judgment of permanent injunction and other relief was entered against respondent Marco Glisson, permanently enjoining him from future violations of Sections 5(a) and 5(c) of the Securities Act of 1933, and Section 15(a) of the Exchange Act, in the civil action entitled Securities and Exchange Commission v. Marco Glisson, Civil Action Number CV-09-0104-LDG-GWF, in the United States District Court for the District of Nevada.
The Order alleges that the Commission’s complaint in that matter alleged that from December 2005 through April 2007, Glisson acted as an unregistered broker or dealer and illegally sold deregistered securities of CMKM Diamonds, Inc. According to the complaint, Glisson, a retired auto worker and part-time restaurant worker who used the name “Deli Dog” or “Deli” in Internet chat rooms, identified potential buyers and sellers by frequenting CMKM-related internet chat rooms and through referrals from past buyers and sellers. The complaint further alleged that Glisson then negotiated the terms of the transaction and consummated it by exchanging money for the pertinent CMKM stock certificate and that, through these practices, Glisson made a market in deregistered CMKM securities at a time when legitimate broker-dealers refused to execute such purchases or sales because of the Commission's deregistration of CMKM.
A public hearing will be scheduled before an Administrative Law Judge to determine whether the allegations contained in the Order are true, to provide Glisson 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 Order. (Rel. 34-67358; File No. 3-14937)
SEC Charges Peter Madoff With Fraud and False Statements to Regulators
The Securities and Exchange Commission charged Peter Madoff, the brother of Bernie Madoff, with committing fraud, making false statements to regulators, and falsifying books and records in order to create the false appearance of a functioning compliance program over Madoff’s fraudulent investment advisory operations.
The SEC alleges that Peter Madoff, who served as Chief Compliance Officer and Senior Managing Director at Bernard L. Madoff Investment Securities LLC (BMIS) from 1969 to December 2008, created stacks of compliance documents setting out supposedly robust policies and procedures over BMIS’s investment advisory operations. However, Peter Madoff created these compliance manuals, written supervisory procedures, reports of annual compliance reviews, and compliance certifications to merely paper the file. No policies and procedures were ever implemented, and none of the reviews were actually performed even though Peter Madoff represented that he personally completed the reviews.
The U.S. Attorney’s Office for the Southern District of New York today announced parallel criminal charges against Peter Madoff.
According to the SEC’s complaint filed in U.S. District Court for the Southern District of New York, Bernie Madoff realized in late 2008 that his decades-long scheme was on the verge of collapse. He told Peter Madoff that he could not pay billions of dollars of investor redemption requests and wanted to distribute remaining investor money to family, friends, and favored employees before the scheme collapsed. Peter Madoff then helped choose which family, friends and employees to pay, and rushed to withdraw $200,000 from BMIS’s bank account for himself before the fraud’s final downfall.
The SEC alleges that in addition to creating false compliance materials, Peter Madoff created false broker-dealer and investment advisor registration applications filed by BMIS. He also failed to implement and review required policies and procedures, and falsified the firm’s books and records. Peter Madoff was richly rewarded for his misconduct, pocketing tens of millions of dollars through salary and bonuses, fake trades, sham loans, and direct, undocumented transfers of investor funds to himself from the bank account that BMIS used to perpetrate the Ponzi scheme.
The SEC’s complaint against Peter Madoff alleges that by engaging in this conduct, he violated and aided and abetted violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and Section 207 of the Investment Advisers Act of 1940; and aided and abetted violations of Sections 15(b)(1), 15(c) and 17(a) of the Exchange Act and Rules 10b-3, 15b3-1 and 17a-3 thereunder, and Sections 204, 206(1), 206(2), 206(4) and 207 of the Advisers Act and Rules 204-2 and 206(4)-7 thereunder. Among other things, the SEC's complaint seeks permanent injunctions, financial penalties and a court order requiring Peter Madoff to disgorge his ill-gotten gains.
The SEC’s investigation was conducted by Aaron P. Arnzen and Kristine M. Zaleskas of the New York Regional Office. The SEC thanks the U.S. Attorney’s Office for the Southern District of New York and the Federal Bureau of Investigation for their coordination and assistance. The SEC’s investigation is continuing. [SEC v. Peter Madoff, 12-Civ-5100 (S.D.N.Y.)] (LR-22407)
Investment Company Act Releases
Gladstone Capital Corporation, et al.
A notice has been issued giving interested persons until July 25, 2012, to request a hearing on an application filed by Gladstone Capital Corporation, et al., for an order to permit certain business development companies and registered closed-end management investment companies to co-invest in portfolio companies with each other and with an affiliated investment fund. (Rel. IC-30125 – June 29)
Arrow Investment Advisers, LLC and Arrow Investments Trust
An order has been issued on an application filed by Arrow Investment Advisers, LLC and Arrow Investments Trust. The order permits: (a) actively managed series of certain open-end management investment companies to issue shares (Shares) redeemable in large aggregations only (Creation Units); (b) secondary market transactions in Shares to occur at negotiated market prices; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days after the tender of Shares for redemption; (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units; and (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares. (Rel. IC-30127 – July 3)
AQR Capital Management, LLC, et al.
A notice has been issued giving interested persons until July 25, 2012, to request a hearing on an application filed by AQR Capital Management, LLC, et al. for an order under Section 12(d)(1)(J) of the Investment Company Act of 1940 (Act) for an exemption from Sections 12(d)(1)(A) and (B) of the Act, under Sections 6(c) and 17(b) of the Act for an exemption from Section 17(a) of the Act, and under Section 6(c) of the Act for an exemption from Rule 12d1-2(a) under the Act. The order would (a) permit certain management investment companies registered under the Act to acquire shares of certain open-end management investment companies registered under the Act that are outside the same group of investment companies as the acquiring investment companies, and (b) permit funds of funds relying on Rule 12d1-2 under the Act to invest in certain financial instruments. (Rel. IC-30128 – July 3)
Self-Regulatory Organizations
Proposed Rule Changes
EDGX Exchange, Inc. filed a proposed rule change (SR-EDGX-2012-24), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, to amend EDGX rules regarding market access. Publication in the Federal Register is expected during the week of July 9. (Rel. 34-67331)
EDGA Exchange, Inc. filed a proposed rule change (SR-EDGA-2012-27), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, to amend EDGA rules regarding market access. Publication in the Federal Register is expected during the week of July 9. (Rel. 34-67332)
NASDAQ OMX PHLX LLC filed a proposed rule change (SR-Phlx-2012-81), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, with respect to the authority of the Exchange or NASDAQ Execution Services to cancel orders when a technical or system issue occurs on the Exchange’s NASDAQ OMX PSX facility and to describe the operation of an error account for NES. Publication in the Federal Register is expected during the week of July 9. (Rel. 34-67343)
The Municipal Securities Rulemaking Board filed a proposed rule change (SR-MSRB-2012-06), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, to amend Rule G-34, on CUSIP numbers, new issue, and market information requirements. Publication in the Federal Register is expected during the week of July 9. (Rel. 34-67344)
Approval of Proposed Rule Changes
The Commission granted approval of a proposed rule change (SR-OCC-2012-07) filed by The Options Clearing Corporation relating to adjustment panel voting. Publication in the Federal Register is expected during the week of July 9. (Rel. 34-67333)
The Commission granted approval of proposed rule changes submitted by the New York Stock Exchange LLC and NYSE Amex LLC (SR-NYSE-2011-55; SR-NYSEAmex-2011-84) adopting new NYSE Rule 107C to establish a Retail Liquidity Program on a pilot basis to attract additional retail order flow to the Exchange for NYSE-listed Securities and new NYSE Amex Equities Rule 107C to establish a Retail Liquidity Program on a pilot basis to attract additional retail order flow to the Exchange for NYSE Amex Equities traded securities, respectively. Publication in the Federal Register is expected during the week of July 9. (Rel. 34-67347)
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change submitted by NASDAQ OMX BX, Inc. (SR-BX-2012-043) to adopt transaction and routing fees has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication in the Federal Register is expected during the week of July 9. (Rel. 34-67339)
A proposed rule change (SR-CBOE-2012-060) filed by Chicago Board Options Exchange, Incorporated to amend the CBOE Stock Exchange Fees Schedule has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication in the Federal Register is expected during the week of July 9. (Rel. 34-67340)
A proposed rule change, (SR-BX-2012-046), filed by NASDAQ OMX BX, Inc., relating to extension of the Exchange’s Penny Pilot Program has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication in the Federal Register is expected during the week of July 9. (Rel. 34-67342)
A proposed rule change filed by the New York Stock Exchange LLC amending certain Exchange rules related to Floor Official duties and responsibilities in the Exchange’s marketplace (SR-NYSE-2012-20) has become effective under Section 19(b)(3)(A) of the Exchange Act. Publication in the Federal Register is expected during the week of July 9. (Rel. 34-67345)
A proposed rule change filed by NYSE MKT LLC amending certain Exchange rules related to Floor Official duties and responsibilities in the Exchange’s marketplace (SR-NYSEMKT-2012-15) has become effective under Section 19(b)(3)(A) of the Exchange Act. Publication in the Federal Register is expected during the week of July 9. (Rel. 34-67346)
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-8 RAMCO GERSHENSON PROPERTIES TRUST, 31500 NORTHWESTERN HWY, SUITE 300,
FARMINGTON HILLS, MI, 48334, 2483509900 -
2,000,000 ($21,140,000.00) Equity, (File 333-182514 - Jul. 3) (BR. 08C)
S-3ASR CBL & ASSOCIATES PROPERTIES INC, 2030 HAMILTON PLACE BVLD, SUITE 500,
CBL CENTER, CHATTANOOGA, TN, 37421, 4238550001 -
0 ($0.00) Unallocated (Universal) Shelf, (File 333-182515 - Jul. 3)
(BR. 08C)
S-4 BERKSHIRE HILLS BANCORP INC, 24 NORTH ST., PITTSFIELD, MA, 01201,
4134435601 - 0 ($73,164,038.00) Equity, (File 333-182517 - Jul. 3)
(BR. 07B)
S-8 OMNOVA SOLUTIONS INC, 175 GHENT RD, FAIRLAWN, OH, 44333, 3308694200 -
0 ($22,710,000.00) Equity, (File 333-182524 - Jul. 3) (BR. 06A)
S-3D UMH PROPERTIES, INC., 3499 ROUTE 9 N, SUITE 3-C,
JUNIPER BUSINESS PLAZA, FREEHOLD, NJ, 07728, 7325779997 -
2,500,000 ($26,825,000.00) Equity, (File 333-182525 - Jul. 3) (BR. 08C)
S-3 HUDSON TECHNOLOGIES INC /NY, PO BOX 1541,
ONE BLUE HILL PLAZA, 14TH FLOOR, PEARL RIVER, NY, 10965, 8457356000 -
1,168,750 ($3,038,750.00) Equity, (File 333-182526 - Jul. 3) (BR. 06C)
S-3ASR GENERAL ELECTRIC CAPITAL CORP, 3135 EASTON TURNPIKE, FAIRFIELD, CT,
06828-0001, 203-373-2211 - 0 ($1.00) Debt, (File 333-182527 - Jul. 3)
(BR. 07B)
S-8 BED BATH & BEYOND INC, 650 LIBERTY AVENUE, UNION, NJ, 07083,
2013791520 - 0 ($848,705,000.00) Equity, (File 333-182528 - Jul. 3)
(BR. 02B)
S-1 Performant Financial Corp, 333 North Cayons Parkway, Livermore, CA,
94551, 925-960-4800 - 0 ($150,000,000.00) Equity, (File 333-182529 -
Jul. 3) (BR. 11A)
S-4 SUPERIOR ENERGY SERVICES INC, 1105 PETERS ROAD, HARVEY, LA, 70058,
5043624321 - 0 ($800,000,000.00) Non-Convertible Debt,
(File 333-182530 - Jul. 3) (BR. 04A)
S-4 OMEGA HEALTHCARE INVESTORS INC, 200 INTERNATIONAL CIRCLE, SUITE 3500,
HUNT VALLEY, MD, 21030, 410-427-1700 - 0 ($400,000,000.00) Debt,
(File 333-182531 - Jul. 3) (BR. 08C)
S-1 3DICON CORP, 7507 S SANDUSKY, TULSA, OK, 74136, 918-492-5802 -
0 ($5,000,000.00) Equity, (File 333-182532 - Jul. 3) (BR. 11C)
S-1 Taxus Pharmaceuticals, Inc., ROOM 1202, 12TH FLOOR,
JIN SHANG INTERNATIONAL GOLDEN TOWER, JINZHONG, F4, 030600,
863543366761 - 862,000 ($215,500.00) Equity, (File 333-182533 - Jul. 3)
(BR. )
S-3ASR LEXINGTON REALTY TRUST, ONE PENN PLAZA, SUITE 4015, NEW YORK, NY,
10119, (212) 692-7200 - 9,800,294 ($77,618,328.48) Equity,
(File 333-182534 - Jul. 3) (BR. 08B)
F-1 Manchester United Ltd., Old Trafford, Manchester, X0, M16 ORA,
+44(0)1618688000 - 0 ($100,000,000.00) Other, (File 333-182535 -
Jul. 3) (BR. 05)
S-11 JAVELIN MORTGAGE INVESTMENT CORP., 3001 OCEAN DRIVE, SUITE 201,
VERO BEACH, FL, 32963, 772-617-4340 -
115,000,000 ($115,000,000.00) Equity, (File 333-182536 - Jul. 3) (BR. )
S-3 GERON CORP, 230 CONSTITUTION DRIVE, MENLO PARK, CA, 94025, 6504737700 -
0 ($88,350,000.00) Unallocated (Universal) Shelf, (File 333-182537 -
Jul. 3) (BR. 01A)
S-1 HINTO ENERGY, INC, 10200 W. 44TH AVENUE, SUITE 400, WHEAT RIDGE, CO,
80033, 303-422-8127 - 8,343,080 ($4,549,002.00) Equity,
(File 333-182538 - Jul. 3) (BR. 04B)
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
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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
Abingdon Futures Fund LP NY 3.02 07/01/12
ABRAXAS PETROLEUM CORP NV 1.01,2.03 06/29/12
Accretive Health, Inc. DE 1.01 06/28/12
ACETO CORP NY 5.02,9.01 07/01/12
AEMETIS, INC NV 1.01,9.01 06/27/12
AirTouch Communications, Inc. DE 1.01,2.03,3.02 06/25/12
ALBANY INTERNATIONAL CORP /DE/ DE 2.01 06/29/12
Alexander & Baldwin, Inc. HI 2.03,5.02,8.01,9.01 06/28/12
ALEXANDERS J CORP TN 8.01,9.01 07/03/12
ALLIANCE DATA SYSTEMS CORP DE 7.01,9.01 07/02/12
ALMOST FAMILY INC DE 5.02 07/03/12
ALTERA CORP DE 1.01,2.03,9.01 06/29/12
AMBASSADORS GROUP INC DE 8.01 07/03/12
AMC ENTERTAINMENT INC DE 1.01,9.01 07/02/12
AMERICAN REALTY CAPITAL - RETAIL CENT MD 5.03,9.01 06/27/12
American Realty Capital Daily Net Ass MD 5.03,9.01 06/27/12
AMERICAN REALTY CAPITAL HEALTHCARE TR MD 5.03,9.01 06/27/12
American Realty Capital Trust III, In MD 5.03,9.01 06/27/12
American Realty Capital Trust, Inc. DE 1.01,2.03,9.01 07/02/12
AMERICAN WAGERING INC NV 5.01 07/03/12
AMYLIN PHARMACEUTICALS INC DE 1.01,9.01 06/29/12
AP PHARMA INC /DE/ DE 8.01,9.01 06/29/12
APRIA HEALTHCARE GROUP INC DE 5.02 06/29/12
ARC WIRELESS SOLUTIONS INC UT 1.01,8.01 06/25/12
ARIBA INC DE 8.01,9.01 07/02/12
Ascent Capital Group, Inc. DE 5.07 07/02/12
ASSOCIATED ESTATES REALTY CORP OH 8.01,9.01 06/22/12
ATMI INC DE 5.02 06/28/12
AVISTA CORP WA 8.01 06/27/12
Bacterin International Holdings, Inc. DE 3.01,5.05,7.01,9.01 06/27/12
Bank of Marin Bancorp CA 5.02,9.01 06/29/12
BANNER CORP WA 5.02 06/29/12
BARNES & NOBLE INC DE 8.01,9.01 07/03/12
BEACON ENTERPRISE SOLUTIONS GROUP INC NV 2.03,9.01 06/29/12
BHM Discretionary Futures Fund L.P. DE 3.02 07/01/12
BioFuel Energy Corp. 5.02 06/30/12
Blackwater Midstream Corp. 1.01,8.01 06/29/12
BMC SOFTWARE INC DE 1.01,9.01 07/02/12
BORGWARNER INC DE 7.01,9.01 07/02/12
BPZ RESOURCES, INC. TX 5.02,7.01,9.01 06/27/12
BPZ RESOURCES, INC. TX 7.01,9.01 07/03/12
BRAINSTORM CELL THERAPEUTICS INC 8.01,9.01 07/02/12
BRISTOL MYERS SQUIBB CO DE 1.01,8.01,9.01 06/29/12
BROADWAY FINANCIAL CORP \DE\ DE 1.01,3.02 07/02/12
Brookdale Senior Living Inc. DE 5.03,7.01,9.01 06/29/12
CANADIAN DERIVATIVES CLEARING CORP A6 9.01 06/30/12
Capella Healthcare, Inc. DE 8.01,9.01 07/02/12
CBL & ASSOCIATES PROPERTIES INC DE 9.01 07/02/12
CENTRAL EUROPEAN MEDIA ENTERPRISES LT 3.02,9.01 07/03/12
CHASE CORP MA 1.01,2.01,2.03,8.01, 06/27/12
9.01
Chelsea Therapeutics International, L DE 8.01,9.01 07/03/12
China Advanced Construction Materials DE 5.07 07/02/12
China Precision Steel, Inc. CO 5.07,9.01 07/03/12
China United Insurance Service, Inc. DE 1.01,3.02,3.03,5.01, 07/03/12
5.03,9.01
CHRISTOPHER & BANKS CORP DE 8.01,9.01 07/03/12
Chrysler Group LLC DE 8.01,9.01 07/03/12
CITY NATIONAL BANCSHARES CORP NJ 5.07 06/28/12
CITY NATIONAL CORP DE 8.01,9.01 07/02/12
Cleantech Solutions International, In DE 5.07 06/29/12
CLEAR SYSTEM RECYCLING, INC. NV 8.01 07/03/12
COEUR D ALENE MINES CORP ID 7.01,9.01 07/03/12
Columbia Seligman Premium Technology MD 4.01,9.01 07/03/12
COMPLIANCE SYSTEMS CORP 3.02 06/28/12
COMPUTER TASK GROUP INC NY 7.01,9.01 07/03/12
CONCURRENT COMPUTER CORP/DE DE 8.01,9.01 07/02/12
Consolidated Communications Holdings, DE 1.01,2.01,5.02,9.01 06/29/12
ContinuityX Solutions, Inc. DE 1.01,2.01,3.02,5.01, 11/08/11 AMEND
5.02,9.01
CORPORATE EXECUTIVE BOARD CO DE 1.01,2.03,7.01,9.01 07/02/12
CPI AEROSTRUCTURES INC NY 9.01 07/02/12
CROSSTEX ENERGY INC DE 2.01,7.01,9.01 07/02/12
CROSSTEX ENERGY LP DE 2.01,7.01,9.01 07/02/12
CRYO CELL INTERNATIONAL INC DE 8.01,9.01 07/03/12
DAKTRONICS INC /SD/ SD 1.01,9.01 07/03/12
DAVITA INC DE 8.01,9.01 07/02/12
DELTA AIR LINES INC /DE/ DE 8.01,9.01 07/03/12
DELTA AIR LINES INC /DE/ DE 2.03,8.01,9.01 07/03/12
DELTA PETROLEUM CORP/CO CO 5.02 06/28/12
DERMA SCIENCES, INC. PA 3.01 07/02/12
DIGIRAD CORP DE 8.01,9.01 06/29/12
Digital Development Group Corp NV 5.02,7.01,9.01 04/25/12
DIRECT MARKETS HOLDINGS CORP. DE 5.02,8.01,9.01 07/02/12
DOLLAR GENERAL CORP TN 1.01,8.01,9.01 06/27/12
Duke Energy CORP DE 2.01,2.05,5.02,5.03, 07/02/12
7.01,8.01,9.01
DYNAMICS RESEARCH CORP MA 8.01,9.01 06/29/12
DYNASIL CORP OF AMERICA NJ 5.02 06/27/12
DYNEGY HOLDINGS, LLC DE 8.01,9.01 07/03/12
EDGAR ONLINE INC DE 1.01,9.01 06/29/12
EGAIN COMMUNICATIONS CORP DE 1.01,9.01 06/28/12
ELLIE MAE INC DE 1.01,8.01,9.01 06/27/12
ENBRIDGE ENERGY PARTNERS LP DE 7.01,9.01 07/02/12
Energy Future Holdings Corp /TX/ TX 5.02 07/02/12
Energy Transfer Partners, L.P. DE 1.01,7.01,9.01 06/28/12
EnerJex Resources, Inc. NV 8.01,9.01 07/03/12
ENOVA SYSTEMS INC CA 5.02 06/27/12
Entergy Louisiana, LLC TX 8.01,9.01 07/03/12
EPLUS INC DE 5.02 06/27/12
EPOCH HOLDING CORP DE 8.01,9.01 07/03/12
EXA CORP MA 1.01,5.03,8.01,9.01 06/27/12
EXCLUSIVE BUILDING SERVICES, INC NV 5.06,7.01,9.01 06/25/12
Federal Home Loan Bank of Atlanta X1 2.03 07/03/12
Federal Home Loan Bank of Boston X1 2.03 06/27/12
Federal Home Loan Bank of Chicago X1 2.03 06/27/12
Federal Home Loan Bank of Des Moines X1 2.03,9.01 06/29/12
Federal Home Loan Bank of Indianapoli X1 2.03,9.01 07/03/12
Federal Home Loan Bank of New York X1 8.01 07/03/12
Federal Home Loan Bank of New York X1 2.03,9.01 06/27/12
Federal Home Loan Bank of Pittsburgh PA 2.03,9.01 06/27/12
Federal Home Loan Bank of San Francis X1 2.03 06/27/12
Federal Home Loan Bank of Seattle 2.03 06/28/12
Federal Home Loan Bank of Topeka 2.03,9.01 06/27/12
Federal Home Loan Bank of Topeka 8.01,9.01 06/28/12
Fidelity National Financial, Inc. 5.02 07/01/12
Fidelity National Information Service 2.02,9.01 07/03/12
Fiesta Restaurant Group, Inc. DE 5.02,9.01 06/29/12
FIRST BANCORP /NC/ NC 1.02 07/03/12
FIRST FINANCIAL BANCORP /OH/ OH 7.01,9.01 07/02/12
FIRST MARBLEHEAD CORP 5.02,9.01 06/29/12
FIRST NATIONAL CORP /VA/ VA 8.01,9.01 07/02/12
FIRST SOUTH BANCORP INC /VA/ VA 5.02,9.01 06/28/12
FISCHER WATT GOLD CO INC NV 9.01 03/14/12 AMEND
Flux Power Holdings, Inc. NV 1.01,3.02,8.01,9.01 06/29/12
FORD MOTOR CO DE 8.01,9.01 07/03/12
FORD MOTOR CREDIT CO LLC DE 8.01,9.01 07/03/12
FOREST CITY ENTERPRISES INC OH 7.01,8.01,9.01 07/03/12
FORTUNE INDUSTRIES, INC. DE 5.07 06/28/12
FS Investment Corp II MD 1.01,9.01 07/02/12
FSP 303 East Wacker Drive Corp. 1.01,9.01 07/02/12
FURNITURE BRANDS INTERNATIONAL INC DE 5.02 06/27/12
Fushi Copperweld, Inc. NV 5.07 06/28/12
FX Alliance Inc. 3.01,9.01 07/03/12
GAIN Capital Holdings, Inc. DE 1.01,9.01 06/27/12
GAMCO INVESTORS, INC. ET AL NY 8.01 07/02/12
GASTAR EXPLORATION LTD 7.01,9.01 07/02/12
Genius Brands International, Inc. NV 1.01,2.03,3.02 06/27/12
GLACIER BANCORP INC DE 5.02,9.01 06/27/12
GLOBAL CASINOS INC UT 1.01,9.01 06/22/12 AMEND
GOLFSMITH INTERNATIONAL HOLDINGS INC DE 2.02,9.01 07/03/12
GRANT HARTFORD CORP MT 5.07 06/21/12
GTX CORP NV 1.01,9.01 06/27/12
HAWAIIAN ELECTRIC INDUSTRIES INC HI 8.01 06/29/12
HAWAIIAN ELECTRIC INDUSTRIES INC HI 8.01 07/03/12
HDS INTERNATIONAL CORP. NV 1.01,2.03,7.01,9.01 07/03/12
HINTO ENERGY, INC WY 5.02 06/29/12
HPIL HOLDING NV 8.01 06/30/12
ICON ECI FUND FIFTEEN, L.P. DE 8.01 07/03/12
ICONIX BRAND GROUP, INC. DE 8.01 06/29/12
INTERNATIONAL TEXTILE GROUP INC DE 5.03,9.01 06/29/12
iSatori, Inc. DE 2.01,3.02,5.01,5.02, 04/05/12 AMEND
5.06,8.01,9.01
ISHARES DIVERSIFIED ALTERNATIVES TRUS DE 8.01 07/01/12
iShares S&P GSCI Commodity-Indexed Tr DE 8.01 07/01/12
JACKSONVILLE BANCORP INC /FL/ FL 8.01 07/02/12
Janus Resources, Inc. NV 1.01,5.02,7.01,9.01 06/27/12
KBS Real Estate Investment Trust II, MD 8.01 06/28/12
KBS Real Estate Investment Trust, Inc MD 8.01 06/28/12
KBS Real Estate Investment Trust, Inc MD 8.01 06/28/12
KEYW HOLDING CORP MD 5.02,9.01 06/29/12
KIMCO REALTY CORP MD 1.01,2.03,9.01 06/28/12
KRATOS DEFENSE & SECURITY SOLUTIONS, DE 2.01,3.01,8.01,9.01 07/03/12
KV PHARMACEUTICAL CO /DE/ DE 3.01,9.01 06/26/12
LAWSON PRODUCTS INC/NEW/DE/ DE 2.06,5.02,8.01,9.01 06/27/12
Lifevantage Corp CO 5.02 06/22/12 AMEND
Limelight Networks, Inc. DE 8.01,9.01 07/03/12
Linkwell CORP FL 5.03,9.01 06/22/12
LIONS GATE ENTERTAINMENT CORP /CN/ A1 7.01,9.01 07/03/12
LIQUIDMETAL TECHNOLOGIES INC DE 8.01 07/02/12
Live Nation Entertainment, Inc. DE 1.01,9.01 06/29/12
LOCKHEED MARTIN CORP MD 5.02,5.03,9.01 06/28/12
LRR Energy, L.P. DE 1.01,2.03,8.01,9.01 06/27/12
MAKO Surgical Corp. DE 8.01,9.01 06/28/12
MANNKIND CORP DE 1.01,8.01,9.01 06/27/12
Marathon Petroleum Corp DE 7.01 07/03/12
Matson, Inc. HI 8.01,9.01 07/02/12
MEMC ELECTRONIC MATERIALS INC DE 2.02 07/02/12
MENS WEARHOUSE INC TX 5.02,9.01 06/27/12
Meritage Futures Fund L.P. DE 3.02 07/01/12
MEXCO ENERGY CORP CO 2.02,9.01 07/03/12
MIPS TECHNOLOGIES INC DE 1.01 06/29/12
MITEL NETWORKS CORP 7.01,9.01 07/03/12
MModal Inc. DE 1.01,8.01,9.01 07/02/12
MMRGlobal, Inc. DE 1.02,8.01 06/27/12
MOBILE MINI INC DE 7.01,9.01 07/03/12
MOLINA HEALTHCARE INC DE 5.02 06/28/12
MRC GLOBAL INC. DE 8.01,9.01 07/03/12
MULTI COLOR Corp OH 8.01 07/02/12
NATUS MEDICAL INC DE 2.01,2.03,9.01 06/29/12
NAVISTAR INTERNATIONAL CORP DE 7.01 07/02/12
NEKTAR THERAPEUTICS DE 5.02,5.07,9.01 06/28/12
Neogenix Oncology Inc MD 8.01,9.01 06/29/12
NEVADA GOLD & CASINOS INC NV 1.01,8.01,9.01 06/27/12
NEW FRONTIER MEDIA INC CO 1.01,9.01 06/27/12
NEWFIELD EXPLORATION CO /DE/ DE 1.01,2.03,8.01,9.01 07/03/12
NEWS CORP 8.01,9.01 07/03/12
NIKE INC OR 2.02,9.01 06/28/12
NORTHEAST COMMUNITY BANCORP INC X1 5.02 06/28/12
NORTHEAST COMMUNITY BANCORP INC X1 8.01,9.01 07/02/12
NOVA NATURAL RESOURCES CORP CO 5.02 06/28/12
Novelis Inc. A6 8.01,9.01 06/29/12
Ocean Electric Inc. 1.01,2.03 06/26/12
Och-Ziff Capital Management Group LLC DE 7.01 07/03/12
Ohr Pharmaceutical Inc 3.02 06/26/12
OLD STONE CORP RI 1.03,9.01 07/02/12
ONEOK INC /NEW/ OK 7.01,9.01 07/03/12
ONEOK Partners LP DE 7.01,9.01 07/03/12
OPEN TEXT CORP A6 2.01 07/02/12
ORASURE TECHNOLOGIES INC DE 8.01,9.01 07/03/12
ORIENTAL FINANCIAL GROUP INC PR 1.01,3.02,3.03,5.03, 06/28/12
9.01
ORION FUTURES FUND LP NY 3.02 07/01/12
Orpheum Property Inc DE 4.01 06/14/12 AMEND
Orpheum Property Inc DE 4.01,9.01 06/14/12 AMEND
PAA NATURAL GAS STORAGE LP DE 1.01,2.03,7.01,9.01 06/27/12
Pacira Pharmaceuticals, Inc. DE 1.02 06/29/12
Parabel Inc. DE 5.03,9.01 07/03/12
Park Sterling Corp NC 5.07 05/30/12 AMEND
PC TEL INC DE 1.01 07/02/12
PEERLESS SYSTEMS CORP DE 5.07 06/27/12
PETROSONIC ENERGY, INC. 8.01 06/28/12
PharMerica CORP DE 8.01,9.01 07/02/12
PHH CORP MD 5.02 06/30/12
PLAINS ALL AMERICAN PIPELINE LP DE 1.01,2.03,7.01,9.01 06/27/12
PLC SYSTEMS INC B0 1.01,2.03,3.02,9.01 07/02/12
Polypore International, Inc. 1.01,2.03 06/29/12
Praco Corp NV 1.01,9.01 07/03/12
PREMIER EXHIBITIONS, INC. FL 5.02,8.01,9.01 06/29/12
PREMIERE GLOBAL SERVICES, INC. GA 5.02,9.01 06/29/12
PREMIERWEST BANCORP OR 8.01 07/02/12
PRIMUS TELECOMMUNICATIONS GROUP INC DE 2.05,2.06,5.02,9.01 06/27/12
PROGRESS ENERGY INC NC 1.01,1.02,2.01,2.05, 07/02/12
3.03,5.01,5.02,8.01,
9.01
PROGRESS ENERGY INC NC 3.01,5.03,7.01,9.01 07/02/12
QUANTUM FUEL SYSTEMS TECHNOLOGIES WOR DE 5.02 06/27/12
RAAM Global Energy Co DE 5.02 06/18/12
RARE ELEMENT RESOURCES LTD A1 5.02,7.01,9.01 07/02/12
RARE ELEMENT RESOURCES LTD A1 7.01,9.01 06/26/12
REALNETWORKS INC WA 5.02,7.01,9.01 07/03/12
RED MOUNTAIN RESOURCES, INC. FL 1.02 06/30/12
Resolute Energy Corp DE 8.01,9.01 07/02/12
RICKS CABARET INTERNATIONAL INC TX 5.07 06/27/12
ROLLINS INC DE 8.01,9.01 07/02/12
ROYALE ENERGY INC CA 5.07 06/29/12
RXi Pharmaceuticals Corp DE 1.01,2.03,9.01 06/27/12
Ryerson Holding Corp DE 5.02,9.01 07/03/12
RYERSON INC. DE 5.02,9.01 07/03/12
Searchlight Minerals Corp. NV 5.07 05/08/12 AMEND
SM Energy Co DE 1.01,2.03,9.01 06/29/12
SMOKY MARKET FOODS INC NV 4.01,9.01 06/22/12
SOUTHERN FIRST BANCSHARES INC SC 1.01,9.01 06/27/12
Sputnik Enterprises, Inc NV 1.01 07/01/12
STANDARD MICROSYSTEMS CORP DE 2.02,8.01,9.01 07/03/12
STERLING FINANCIAL CORP /WA/ WA 8.01,9.01 06/29/12
Summer Infant, Inc. DE 5.02,9.01 06/29/12
Sweetwater Resources, Inc. NV 5.02,7.01,9.01 06/26/12
SYNIVERSE HOLDINGS INC DE 1.01,7.01,9.01 06/30/12
TERADYNE, INC MA 5.02 06/29/12
TESARO, Inc. DE 1.01,3.02,5.03,9.01 06/27/12
TIAA REAL ESTATE ACCOUNT NY 8.01 07/03/12
TMX Finance LLC DE 1.01,2.03,5.02,9.01 06/27/12
TRI-CONTINENTAL CORP MD 4.01,9.01 07/03/12
TRIPLE-S MANAGEMENT CORP 5.02,7.01,9.01 07/02/12
Tropicana Las Vegas Hotel & Casino, I DE 2.03,9.01 07/02/12
ULTRA CLEAN HOLDINGS INC DE 7.01 07/03/12
ULURU INC. NV 1.01,2.03,3.02,9.01 07/03/12
United eSystems, Inc. NV 1.01,1.02,9.01 06/29/12
UNITED STATIONERS INC DE 5.02 06/29/12
Universal Bioenergy, Inc. 8.01,9.01 07/02/12
UNS Energy Corp AZ 7.01,8.01 07/02/12
Verso Paper Corp. DE 8.01,9.01 07/02/12
VIASYSTEMS GROUP INC DE 2.01,9.01 05/31/12 AMEND
VIEW SYSTEMS INC NV 1.01,9.01 06/01/12
VII Peaks-KBR Co-Optivist Income BDC MD 5.02 07/03/12
VOXX International Corp DE 8.01 06/29/12
Vuzix Corp DE 1.01,2.03,3.02,3.03, 06/29/12
9.01
WARRINGTON FUND LP NY 3.02 07/01/12
WARRINGTON FUND LP NY 1.01,9.01 06/18/12
WELLS CORE OFFICE INCOME REIT INC 1.01,2.01,9.01 07/02/12
WELLS MID-HORIZON VALUE-ADDED FUND I 5.02 06/28/12
Western Asset Mortgage Capital Corp DE 8.01,9.01 07/02/12
WESTMORELAND COAL Co DE 1.01,9.01 06/28/12
WIDEPOINT CORP DE 5.02,9.01 06/27/12
WIRELESS RONIN TECHNOLOGIES INC MN 5.02,8.01 06/28/12
WORTHINGTON INDUSTRIES INC OH 2.02,5.02,9.01 07/02/12
WPCS INTERNATIONAL INC DE 5.02,7.01,9.01 07/01/12
XATA CORP /MN/ MN 2.06,8.01 06/27/12
XPLORE TECHNOLOGIES CORP DE 1.01,9.01 06/29/12
ZAGG Inc NV 5.07 06/28/12
ZBB ENERGY CORP WI 5.02 07/03/12
ZBB ENERGY CORP WI 1.02,5.03,9.01 06/30/12
ZION OIL & GAS INC DE 3.01,5.02 07/01/12
http://www.sec.gov/news/digest/2012/dig070512.htm
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