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ENFORCEMENT PROCEEDINGSUBS to Pay $50 Million to Settle SEC Charges of Misleading CDO InvestorsThe Securities and Exchange Commission ("Commission") today charged UBS Securities with violating securities laws while structuring and marketing a collateralized debt obligation (CDO) by failing to disclose that it retained millions of dollars in upfront cash it received in the course of acquiring collateral for the CDO. UBS agreed to pay nearly $50 million to settle the SEC's charges. The SEC's investigation found that UBS received $23.6 million in upfront payments in the process of acquiring credit default swaps (CDS) as collateral. Rather than transferring this cash to the CDO when the collateral was transferred, UBS retained the full amount of upfront payments in addition to its disclosed fee of $10.8 million. Not only did UBS go on to market the deal using materials that omitted any reference to its retention of the upfront payments, but the materials inaccurately represented that the CDO had to acquire all collateral at either fair market value or the price it was acquired by UBS. This representation was inaccurate because the CDO did not receive the $23.6 million in upfront cash kept by UBS as an additional undisclosed fee, and the collateral was not acquired at fair market value. "UBS kept $23.6 million that under the terms of the deal should have gone to the CDO for the benefit of its investors," said George S. Canellos, Co-Director of the SEC's Division of Enforcement. "In doing so, UBS misrepresented the nature of the CDO's collateral and rendered false the disclosures about how that collateral was acquired." According to the SEC's order instituting settled administrative proceedings, UBS structured the CDO known as ACA ABS 2007-2 in mid-2007. ACA Management was collateral manager for the CDO. The collateral for the CDO consisted primarily of CDS on subprime residential mortgage-backed securities (RMBS). The CDS essentially operated as a kind of insurance against certain defaults in the underlying RMBS. As the "insurer," the CDO received monthly premiums from the CDS collateral. The premiums were in turn used to make required payments to bondholders of the CDO. According to the SEC's order, ACA solicited bids on the CDS collateral, with those offering the highest yields becoming the winning bidders. Typically, the collateral manager would seek to achieve the highest yield in the form of periodic interest payments, known as a running spread. However, for this particular CDO, UBS and ACA agreed that ACA would seek bids for yield in two components: a fixed running spread plus upfront cash payments in the form of "points" like those on a mortgage. The running spread plus the upfront points combined to equal the yield on the CDS. According to the SEC's order, as a result of the bidding process, ACA ended up acquiring CDS having upfront payments totaling $23.6 million. These payments were made to UBS as part of the process of acquiring collateral for the CDO. From the outset, UBS employees working on the CDO intended for UBS to retain the upfront cash. Early in the structuring, the head of the U.S. CDO group at UBS stated, "Let's see how much money we can draw out of the deal." Similarly, the manager of UBS's CDO syndicate book viewed the CDO as an "arbitrage opportunity" for UBS to make trading gains when selling the assets into the CDO. In early May 2007, after the CDO was partially ramped using CDS with upfront points, UBS employees discussed two ways to retain the upfront points: 1) contributing the upfront points to the CDO and arranging to have the CDO pay them back to UBS on a fully disclosed basis, or 2) simply keeping the upfront points without disclosing their retention to prospective investors. After consulting with UBS in-house counsel, UBS CDO desk employees ultimately decided in favor of an undisclosed retention of the upfront points, which was inconsistent with the industry standard. And when UBS structured prior deals with upfront points, the points had been transferred to the CDO at closing. According to the SEC's order, the offering circular for ACA ABS 2007-2 stated that the CDO had to acquire all collateral "on an ‘arm's-length basis for fair market value." The CDO's indenture contained the same requirement, and ACA's collateral management agreement required it to seek best execution on behalf of the CDO. UBS and ACA together prepared an asset list in connection with UBS's effort to market the CDO to investors beginning in mid-May 2007. The asset list was distributed to prospective investors, and it did not contain any reference to the upfront points. Inaccurate information similarly was provided to the CDO's directors. The marketing materials disclosed a fee to UBS of approximately $10.8 million, but made no reference to the $23.6 million in upfront points being retained by UBS. In the settlement, UBS agreed to pay disgorgement of the $23.6 million in upfront payments as well as the disclosed fee of approximately $10.8 million plus prejudgment interest of approximately $9.7 million and a penalty of $5.7 million. Without admitting or denying the SEC's findings, UBS consented to the entry of an order finding that it violated Section 17(a)(2) and Section 17(a)(3) of the Securities Act of 1933, and negligently caused ACA to violate Section 206(2) of the Investment Advisers Act of 1940. The SEC's investigation was conducted by Lara Shalov Mehraban, David Stoelting, Sharon Bryant, Tracy Sivitz, Kristine Zaleskas, Joshua Pater, and Kenneth Gottlieb of the New York Regional Office. (Press Rel. 2013-146; 33-9438, 33-9439) SEC Charges Bank of America Entities with Material Misrepresentations and Omissions in Connection with an RMBS OfferingOn August 6, 2013, the Commission filed a civil injunctive action against Bank of America, N.A. (BANA), Banc of America Mortgage Securities, Inc. (BOAMS), and Merrill Lynch, Pierce, Fenner & Smith, Inc. f/k/a Banc of America Securities LLC (BAS) (collectively the Bank of America Entities). The Commission alleges that the Bank of America Entities made material misrepresentations and omissions in connection with the sale of residential mortgage-backed securities known as BOAMS 2008-A. Specifically, the complaint alleges that the Bank of America Entities failed to disclose the disproportionate concentration of wholesale loans (72% by unpaid principal balance) underlying BOAMS 2008-A as compared to prior BOAMS offerings. The complaint also alleges that the Bank of America Entities failed to disclose known risks associated with the high concentration of wholesale loans in BOAMS 2008-A including higher likelihood that the loans would be subject to material underwriting errors, become severely delinquent, fail early in the life of the loan, or prepay. The complaint further alleges that the Bank of America entities violated Regulation S-K and subpart Regulation AB of the Securities Act by failing to disclose the material characteristics of the pool of loans underlying BOAMS 2008-A. The complaint also alleges that the Bank of America Entities made material misrepresentations and omissions in its public filings and in the loan tapes it provided to investors and rating agencies that the loans in BOAMS 2008-A complied with BANA's underwriting standards when a material amount did not. Finally, the complaint alleges that BOAMS and BAS violated Section 5(b)(1) of the Securities Act by failing to file with the Commission certain loan tapes that it provided only to select investors. The Commission's complaint, filed in the United States District Court for the Western District of North Carolina, charges the Bank of America Entities with violating the antifraud provisions of the federal securities laws. The complaint alleges that each violated Sections 17(a)(2) and 17(a)(3) of the Securities Act. The complaint also alleges that BAS and BOAMS violated Section 5(b)(1) of the Securities Act. The complaint seeks against each of the Bank of America Entities a permanent injunction, disgorgement with prejudgment interest and civil monetary penalties pursuant Section 20(d) of the Securities Act. The Commission would like to thank the United States Attorney's Office for the Western District of North Carolina for its substantial assistance in this matter. (Press Rel. 2013-148; LR-22772) SEC Halts Ex-Marine's Hedge Fund Fraud Targeting Fellow MilitaryThe Commission today obtained an emergency court order to halt a hedge fund investment scheme by a former Marine living in the Chicago area who has been masquerading as a successful trader to defraud fellow veterans, current military, and other investors. The SEC alleges that Clayton A. Cohn and his hedge fund management firm Market Action Advisors raised nearly $1.8 million from investors through a hedge fund he managed. Cohn lied to investors about his success as a trader, the performance of the hedge fund, his use of investor proceeds, and his personal stake in the hedge fund. Cohn only invested less than half of the money raised from investors and instead used more than $400,000 for such personal expenses as a Hollywood mansion, luxury automobile, and extravagant tabs at high-end nightclubs. He used his lavish lifestyle to carefully contrive the image of a successful trader and investor, when in reality he lost nearly all of the money invested through the hedge fund. In order to cover up his fraud and continue raising money from investors, Cohn generated phony hedge fund account statements showing annual returns exceeding 200 percent. "Cohn lured fellow military and other investors into his hedge fund by portraying himself as a successful trader who generated massive returns for his investors," said Timothy L. Warren, Acting Director of the Chicago Regional Office. "But Cohn's hedge fund investors didn't have a chance to make a profit since he never invested most of their money and promptly lost the portion he did invest." According to the SEC's complaint filed in federal court in Chicago, Cohn targets mostly unsophisticated investors and has solicited friends, family members, and fellow veterans to invest in his hedge fund. Cohn controls a so-called charity called the Veterans Financial Education Network (VFEN) that purports to teach veterans how to understand and manage their money. Cohn has touted his Marine Corps pedigree in VFEN press releases and encourages veterans to find "a money-manager who is both trustworthy and knows what he is doing." VFEN's website identifies Cohn as a money manager who "manages millions of dollars." According to the SEC's complaint, Cohn managed his hedge fund Market Action Capital Management through his investment advisory firm Market Action Advisors, which is registered with the state of Illinois. Cohn solicited investments by falsely claiming that he had major success as a personal trader and invested $1.5 million of his own money in the hedge fund. He also misrepresented that an accounting firm would audit the hedge fund's financial statements. The SEC alleges that Cohn had a record of trading losses, invested no more than $4,000 of his own money, and absconded with far more money for his personal expenses. The audit firm named by Cohn never agreed to audit the fund's financial statements. Cohn continued to deceive investors after their initial investment by issuing account statements that showed annual returns of more than 200 percent for 2012 when the hedge fund actually lost money. The SEC's complaint charges Cohn and Market Action Advisors with violating the antifraud provisions of the federal securities laws. The court granted the SEC's request for emergency relief including a temporary restraining order and asset freeze. The SEC further seeks permanent injunctions, disgorgement of ill-gotten gains, and financial penalties from Cohn and Market Action Advisors. The SEC's investigation was conducted by John J. Sikora, Jr. and Jason A. Howard, and the litigation will be led by Jonathan S. Polish. (Press Rel. 2013-149) In the Matter of Benjamin Daniel DeHaanThe Commission has instituted an unsettled administrative proceeding against Benjamin Daniel DeHaan, formerly the owner and president of Lighthouse Investment Partners, an investment advisory firm registered with the State of Georgia. The Commission alleges in its Order Instituting Public Administrative Proceedings (Order) that on October 10, 2012, an Order of Permanent Injunction was entered by consent against DeHaan, permanently enjoinin`1`g him from future violations of Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (Advisers Act), in the civil action entitled Securities and Exchange Commission v. Benjamin Daniel DeHaan and Lighthouse Financial Partners, LLC, Civil Action Number 1:12-CV-1996-TWT, in the United States District Court for the Northern District of Georgia. The Commission's complaint in the civil action alleged that from approximately January 2011 through early May 2012, DeHaan moved approximately $1.2 million in funds belonging to his clients from their accounts at a custodial broker-dealer into a bank account in Lighthouse's name that he controlled, thus gaining custody and control of these client assets. DeHaan and Lighthouse told the clients that these funds would be used to open new accounts at another broker-dealer. The complaint further alleged that once in this account, at least some of these funds were moved to a personal account belonging to DeHaan and to accounts used by Lighthouse for business expenses. At least $600,000 in client funds remained unaccounted for at the time the complaint was filed. DeHaan was also alleged to have provided false documents to the Commission's staff and to an examiner for the State of Georgia. The Commission also alleges in its Order that on February 1, 2013, DeHaan pled guilty to one count of wire fraud in violation of Title 18, United States Code, Section 1343 before the United States District Court for the Northern District of Georgia, in United States of America v. Benjamin Daniel DeHaan, Criminal Information No. 1:13-CR-27-SCJ (N.D. Ga. Feb. 1, 2013). Finally, the Commission's Order alleges that on July 24, 2012, the Commissioner of Securities for the State of Georgia issued an administrative order revoking the registration of Lighthouse as an investment adviser and DeHaan as an investment adviser representative. In the Matter of Lighthouse Financial Partners, LLC and Benjamin Daniel DeHaan, Case No. ENSC-120156 (July 24, 2012). A hearing will be scheduled before an administrative law judge to determine if the Commission's allegations are true, to afford DeHaan an opportunity to establish any defenses to the allegations and to determine what, if any, remedial sanction is appropriate in the public interest against DeHaan pursuant to Section 203(f) of the Advisers Act. (IA-3642) SEC Charges Stock Promoters with Market ManipulationThe Commission announced that it filed a civil injunctive action against Cort Poyner (Poyner) and Mohammed Dolah (Dolah), alleging that they engaged in a fraudulent broker bribery scheme designed to manipulate the market for the common stock of Resource Group International, Inc. (Resource Group) and Gold Rock Resources Inc. (Gold Rock). The complaint, filed on July 31, 2013 in federal court in Brooklyn, New York, alleges that Poyner, a recidivist securities violator, and Dolah engaged in an undisclosed kickback arrangement with an individual (Individual A) whom they believed represented a group of registered representatives that solicited customer purchases of stock in exchange for undisclosed kickbacks. Poyner and Dolah promised to pay between 25% - 35% in kickbacks to Individual A and the registered representatives he represented in exchange for the purchase of up to $2 million of Resource Group stock and $1 million in Gold Rock stock through the customers' accounts. The complaint further alleges that between December 11, 2008 and May 11, 2009, Poyner and Dolah instructed Individual A to purchase 800,000 shares of Resource Group stock for a total of $50,000, and Dolah instructed Individual A to purchase 20,000 shares of Gold Rock stock for a total of $20,400. Thereafter, Poyner and Dolah paid Individual A cash bribes totaling $14,000 for those purchases. The complaint charges Poyner and Dolah with violating Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5. The Commission seeks permanent injunctive relief, disgorgement of ill-gotten gains, if any, plus pre-judgment interest, and civil penalties from Poyner and Dolah, a judgment prohibiting Dolah from participating in any offering of penny stock, and an order prohibiting Poyner from acquiring, disposing or promoting any penny stock. The Commission acknowledges assistance provided by the U.S. Attorney's Office for the Eastern District of New York and the Federal Bureau of Investigation in this matter. (LR-22771) In the Matter of Thomas Gary CooperThe Commission announced the issuance of an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Sections 203(f) and 203(k) of the Investment Advisers Act of 1940, and Section 9(b) of the Investment Company Act of 1940, (Order) against Thomas Gary Cooper. The Commission finds that, in late 2007, Cooper convinced 17 of his brokerage customers to move their cash and margin accounts to a different firm and have Second Mile, an entity formed and controlled by Cooper, as the investment adviser on the accounts. Cooper traded on behalf of Second Mile's clients through an omnibus account, but failed to explain how the clients' assets would be used and the risks associated with Second Mile's trading. At the end of each trading day, Cooper zeroed out the omnibus account and allocated all profits, losses, and any remaining securities to the clients' accounts. Cooper was not consistent in how, or at what prices, he executed these allocations, including how he allocated profits and losses among accounts. In addition, Cooper's allocations were inconsistent with the disclosures in Second Mile's Form ADV. Between January 2008 and April 2009, Cooper lost $7,847,688 day-trading on behalf of Second Mile's clients, while earning $48,300.23 in advisory fees. Based on the above, the Order requires Cooper to cease and desist from committing or causing any violations and any future violations of Sections 206(1), 206(2), and 207 of the Advisers Act. The Order requires Cooper to disgorge the advisory fees he earned, plus prejudgment interest thereon, but waives payment of such amounts and does not impose a civil penalty based on his sworn financial condition. The Order also bars Cooper from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization; from serving or acting as an employee, officer, director, member of an advisory board, investment adviser or depositor of, or principal underwriter for, a registered investment company or affiliated person of such investment adviser, depositor or principal underwriter; and from participating in any offering of a penny stock. (Rel. 34-70126) Commission Orders Hearing on Registration Suspension or Revocation against Seven Public Companies for Failure to Make Required Periodic FilingsToday, the Commission instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registrations of each class of the securities of seven companies for failure to make required periodic filings with the Commission: • GBS Com-Tech Corp. • Gentia Software PLC • Glengarry Holdings, Ltd. • Global TeleSystems, Inc. • Golden Health Holdings, Inc. • Golden Vista International, Inc. • Goolu, Inc. In this Order, the Division of Enforcement (Division) alleges that the seven issuers are delinquent in their required periodic filings with the Commission. In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the Administrative Law Judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, are true. The Administrative Law Judge in the proceeding 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 this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-70127) Investment company ordersBRIDGE BUILDER TRUST OLIVE STREET INVESTMENT ADVISERS, LLC An order has been issued on an application filed by Bridge Builder Trust and Olive Street Investment Advisers, LLC under Section 6(c) of the Investment Company Act of 1940 (Act) for an exemption from Section 15(a) of the Act and Rule 18f-2 under the Act, as well as from certain disclosure requirements. The order permits the applicants to enter into and materially amend subadvisory agreements without shareholder approval and grants relief from certain disclosure requirements. (IC-30641) NGAM ADVISORS, L.P., ET AL. An order has been issued on an application filed by NGAM Advisors, L.P., Natixis ETF Trust, and NGAM Distribution, L.P. to permit: (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 from 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. (IC-30643) WELLS FARGO BANK, N.A., ET AL. The Commission has issued a temporary order to Wells Fargo Bank, N.A. (Wells Fargo Bank), et al., under Section 9(c) of the Investment Company Act of 1940 (Act) with respect to an injunction effective July 15, 2013, entered against Wells Fargo Bank by the United States District Court for the Northern District of California. The temporary order exempts applicants and any other company of which Wells Fargo Bank is or may become an affiliated person from the provisions of Section 9(a) of the Act, until the Commission takes final action on an application for a permanent order. The Commission also has issued a notice giving interested persons until September 3, 2013, to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (IC-30644) FLEXSHARES TRUST, ET AL. An order has been issued on an application filed by FlexShares Trust, et al. The order permits certain open-end management investment companies that operate as exchange-traded funds to issue individual shares to investors participating in a dividend reinvestment program. (IC-30645) Self-regulatory organizationsImmediate Effectiveness of Proposed Rule ChangeA proposed rule change filed by NYSE MKT LLC amending the Message To Contracts Traded Ratio Fee in the NYSE Amex Options Fee Schedule (SR-NYSEMKT-2013-63) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of August 5th. (Rel. 34-70123) A proposed rule change filed by NYSE Arca, Inc. amending NYSE Arca Equities Rule 5.3(i)(1)(i) to specify the procedures to be followed if a listed Derivative Securities Product or a listed Structured Product is based on an index or portfolio of securities and such index or portfolio is modified or replaced (SR-NYSEArca-2013-78) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of August 5th. (Rel. 34-70124) 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-4 LENNAR CORP /NEW/, 700 NW 107TH AVENUE, SUITE 400, MIAMI, FL, 33172,
3055594000 - 0 ($275,000,000.00) Debt, (File 333-190363 - Aug. 5)
(BR. 06A)
S-3ASR WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP, 1001 AIR BRAKE AVE,
WILMERDING, PA, 15148, 4128251000 -
0 ($0.00) Unallocated (Universal) Shelf, (File 333-190365 - Aug. 5)
(BR. 05C)
S-8 MATTHEWS INTERNATIONAL CORP, TWO NORTHSHORE CENTER, PITTSBURGH, PA,
15212-5851, 4124428200 - 2,500,000 ($96,975,000.00) Equity,
(File 333-190366 - Aug. 5) (BR. 06A)
S-8 Qihoo 360 Technology Co Ltd, 3/F, BUILDING #2,
NO. 6 JIUXIANQIAO RD, CHAOYANG DISTRICT, Beijing, F4, 100015,
(86-10) 5878-1000 - 0 ($535,089,191.00) Equity, (File 333-190371 -
Aug. 5) (BR. 03A)
S-8 MAZOR ROBOTICS LTD., 7 HAESHEL STREET, CAESAREA INDUSTRIAL PARK SOUTH,
L3, 38900, 97246187101 - 4,698,163 ($15,947,517.00) ADRs/ADSs,
(File 333-190372 - Aug. 5) (BR. 10)
S-8 CRAWFORD & CO, 1001SUMMIT BLVD, NE, ATLANTA, GA, 30319, 4042560830 -
1,000,000 ($6,565,000.00) Equity, (File 333-190373 - Aug. 5) (BR. 01A)
S-8 SPEEDWAY MOTORSPORTS INC, US HIGHWAY 29 NORTH, PO BOX 600, CONCORD, NC,
28026, 7044553239 - 3,500,000 ($65,030,000.00) Equity,
(File 333-190374 - Aug. 5) (BR. 05C)
S-3ASR ADVENT SOFTWARE INC /DE/, 600 TOWNSEND ST, SAN FRANCISCO, CA, 94103,
4155437696 - 0 ($240,762,818.00) Equity, (File 333-190375 - Aug. 5)
(BR. 03A)
S-8 Mast Therapeutics, Inc., 12390 EL CAMINO REAL, SUITE 150, SAN DIEGO,
CA, 92130, 8585520866 - 0 ($4,855,783.00) Equity, (File 333-190376 -
Aug. 5) (BR. 01A)
S-8 HASBRO INC, 1027 NEWPORT AVE, P O BOX 1059, PAWTUCKET, RI, 02861,
4014318697 - 4,300,000 ($200,036,000.00) Equity, (File 333-190377 -
Aug. 5) (BR. 05A)
S-3ASR USG CORP, 550 WEST ADAMS STREET, DEPARTMENT 188, CHICAGO, IL, 60661,
312-606-4000 - 0 ($0.00) Unallocated (Universal) Shelf,
(File 333-190378 - Aug. 5) (BR. 06A)
S-1 CATAPULT ACQUISITIONS CORP., 2808 COWAN CIRCLE, LAS VEGAS, NV, 89107,
775-781-4143 - 4,000,000 ($100,000.00) Equity, (File 333-190379 -
Aug. 5) (BR. )
S-8 EVERTEC, Inc., CUPEY CENTER BUILDING, ROAD 176, KM 1.3, RIO PIEDRAS,
PR, 00926, (787) 759-9999 - 0 ($288,713,924.74) Equity,
(File 333-190381 - Aug. 5) (BR. 03A)
S-8 ACTUATE CORP, 951 MARINERS ISLAND BOULEVARD, SAN MATEO, CA, 94404,
650.645.3000 - 600,000 ($4,428,000.00) Equity, (File 333-190383 -
Aug. 5) (BR. 03C)
S-8 TripAdvisor, Inc., 141 NEEDHAM STREET, NEWTON, MA, 02464,
617-670-6300 - 15,000,000 ($1,100,700,000.00) Equity,
(File 333-190384 - Aug. 5) (BR. 03C)
S-1 LASERLOCK TECHNOLOGIES INC, 837 LINDY LANE, BALA CYNWYD, PA, 19004,
6109091000 - 0 ($22,477,777.00) Equity, (File 333-190385 - Aug. 5)
(BR. 03B)
Recent 8K FilingsForm 8-K is used by companies to file current reports on the following events:
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
1st Financial Services CORP NC 5.02 08/05/13
3DICON CORP OK 1.01,2.03,9.01 07/30/13
Aegion Corp DE 2.02,9.01 07/30/13
AETNA INC /PA/ PA 5.02,9.01 07/05/13
ALAS AVIATION CORP. DE 4.01,5.02,5.03, 08/02/13
8.01,9.01
ALIGN TECHNOLOGY INC DE 5.02,9.01 08/05/13
ALLEGHANY CORP /DE DE 2.02,9.01 08/05/13
Alpha Natural Resources, Inc. DE 7.01,9.01 08/05/13
AMERICAN INDEPENDENCE CORP DE 5.02 08/05/13
American Realty Capital Properties, I MD 8.01,9.01 08/05/13
AMERICAN RESTAURANT CONCEPTS INC 5.02 07/31/13
AMERICAN SCIENCE & ENGINEERING, INC. MA 2.02,9.01 08/05/13
AMYRIS, INC. DE 5.02 08/01/13
ANAREN INC NY 2.02,9.01 08/05/13
APPLIANCE RECYCLING CENTERS OF AMERIC MN 2.02,9.01 08/05/13
Applied Minerals, Inc. DE 1.01,9.01 08/05/13
ARGAN INC DE 8.01,9.01 08/01/13
ARTHROCARE CORP DE 2.02,9.01 08/01/13
ASHFORD HOSPITALITY TRUST INC MD 7.01,9.01 08/01/13
ASTORIA FINANCIAL CORP DE 2.02,9.01 08/05/13
ATLANTIC POWER CORP A1 1.01,2.03,9.01 08/02/13
AUTOVATIVE PRODUCTS INC NV 1.01,2.01,3.02, 07/30/13
5.02,5.03,5.07,9.01
BANK OF THE OZARKS INC AR 1.01,5.02,9.01 08/05/13
BEL FUSE INC /NJ NJ 5.02,9.01 08/05/13
BIOCRYST PHARMACEUTICALS INC DE 7.01,8.01,9.01 07/31/13
BIOTIME INC CA 7.01,9.01 08/05/13
Black Diamond, Inc. DE 2.02,9.01 08/05/13
BLUE CALYPSO, INC. DE 4.01,9.01 07/31/13
Blue Water Petroleum Corp. 7.01,9.01 08/05/13
BMC SOFTWARE INC DE 2.02,9.01 08/05/13
BOISE CASCADE Co DE 5.02 08/05/13
Booz Allen Hamilton Holding Corp DE 7.01 08/05/13
Booz Allen Hamilton Holding Corp DE 7.01,9.01 08/05/13
Brazil Minerals, Inc. NV 1.01 07/30/13
Bristow Group Inc DE 5.07 08/01/13
BROADSOFT, INC. DE 2.02,9.01 08/05/13
BROOKS AUTOMATION INC DE 1.01,9.01 07/31/13
BSB Bancorp, Inc. MD 8.01,9.01 08/05/13
CALGON CARBON CORPORATION DE 1.01,2.03,9.01 08/05/13
CALIFORNIA FIRST NATIONAL BANCORP CA 2.02 08/05/13 AMEND
CAMDEN PROPERTY TRUST TX 1.01,5.02,9.01 07/30/13
CANCER GENETICS, INC 2.02,9.01 08/05/13
CARDICA INC DE 2.02,9.01 08/05/13
CARTERS INC DE 8.01,9.01 08/05/13
CBL & ASSOCIATES PROPERTIES INC DE 1.01,2.03,9.01 07/30/13
CCOM Group, Inc. NY 1.01,2.03, 07/30/13
3.01,8.01,9.01
CenterPoint Energy Transition Bond CO DE 8.01,9.01 08/01/13
Chanticleer Holdings, Inc. DE 1.01,9.01 08/02/13
CHEMED CORP DE 5.03,9.01 08/02/13
Chesapeake Lodging Trust MD 2.02,9.01 08/05/13
China Biologic Products, Inc. 1.01,9.01 08/02/13
ChromaDex Corp. DE 1.01,8.01,9.01 08/01/13
CIRCOR INTERNATIONAL INC DE 5.02,7.01,9.01 07/31/13
CLOROX CO /DE/ DE 5.02 07/30/13
CMG HOLDINGS GROUP, INC. NV 7.01 08/02/13
CODEXIS INC 1.02,9.01 07/30/13
COIL TUBING TECHNOLOGY, INC. FL 5.02,9.01 07/30/13
COLDWATER CREEK INC DE 5.02 07/31/13
Cole Real Estate Investments, Inc. MD 2.02,7.01,8.01,9.01 08/05/13
Command Center, Inc. WA 5.02 08/01/13
Commercial Vehicle Group, Inc. DE 5.02,9.01 08/01/13
COMMODITY ADVISORS FUND L.P. NY 3.02 08/01/13
CORELOGIC, INC. DE 5.07 07/30/13
CORONADO BIOSCIENCES INC DE 1.01,2.02,5.02,9.01 08/01/13
Coronus Solar Inc. A1 1.01,7.01,8.01,9.01 08/05/13
COUSINS PROPERTIES INC GA 1.01,7.01,9.01 07/30/13
CRAWFORD & CO GA 2.02,7.01,9.01 08/05/13
CrowdGather, Inc. NV 3.02,9.01 08/02/13
CSS INDUSTRIES INC DE 5.02,5.07 07/30/13
CURIS INC DE 2.02,9.01 08/05/13
CUTERA INC DE 2.02,9.01 08/05/13
Cyclone Uranium Corp NV 4.01,9.01 08/05/13
CYTORI THERAPEUTICS, INC. DE 1.01,2.01,9.01 07/30/13
DAEGIS INC. DE 1.01,2.03,9.01 08/05/13
DANA HOLDING CORP DE 1.01,1.02,2.03, 07/30/13
5.02,9.01
DAWSON GEOPHYSICAL CO TX 7.01,9.01 08/05/13
Dealertrack Technologies, Inc DE 2.02,7.01,9.01 08/05/13
DEEP WELL OIL & GAS INC NV 1.01,3.02,8.01,9.01 07/31/13
diaDexus, Inc. DE 5.02,9.01 07/31/13
Digital Cinema Destinations Corp. DE 7.01,9.01 08/05/13
DineEquity, Inc DE 7.01,9.01 08/02/13
DIXIE GROUP INC TN 7.01,9.01 08/05/13
DOUGLAS DYNAMICS, INC DE 1.01,2.02,9.01 08/05/13
DreamWorks Animation SKG, Inc. 5.02,9.01 08/05/13
DreamWorks Animation SKG, Inc. 8.01,9.01 08/05/13
Dryrock Issuance Trust DE 8.01,9.01 08/05/13
DSW Inc. OH 7.01,8.01,9.01 08/05/13
DUCOMMUN INC /DE/ DE 2.02,5.03,9.01 08/01/13
DUN & BRADSTREET CORP/NW DE 5.02,9.01 08/05/13
DURECT CORP DE 2.02,9.01 08/05/13
EASTERN VIRGINIA BANKSHARES INC VA 1.02,5.02,8.01,9.01 07/30/13
EINSTEIN NOAH RESTAURANT GROUP INC DE 8.01,9.01 08/05/13
ELITE PHARMACEUTICALS INC /NV/ NV 1.01,2.01,5.02,9.01 08/01/13
Emergent BioSolutions Inc. DE 2.02,9.01 08/05/13
EMERGING CTA PORTFOLIO LP NY 3.02 08/01/13
ENDURANCE SPECIALTY HOLDINGS LTD D0 2.02,9.01 08/05/13
ENTERCOM COMMUNICATIONS CORP PA 2.02,9.01 08/05/13
EnviraTrends, Inc WY 4.01,9.01 07/30/13
EXCO RESOURCES INC TX 2.02,9.01 08/05/13
ExOne Co DE 8.01,9.01 07/31/13
FAIRPOINT COMMUNICATIONS INC DE 2.02,9.01 08/05/13
Federal Home Loan Bank of Chicago X1 5.02 07/31/13
FEEL GOLF CO INC CA 5.02 07/31/13
Fibrocell Science, Inc. DE 7.01,9.01 08/05/13
Fidelity National Financial, Inc. 2.02,9.01 08/05/13
First Guaranty Bancshares, Inc. LA 2.02 08/05/13
FIRST NATIONAL CORP /VA/ VA 2.02,9.01 08/02/13
FIRST SOLAR, INC. DE 5.02,9.01 08/05/13 AMEND
FOREST CITY ENTERPRISES INC OH 1.01,9.01 07/31/13
FOREST OIL CORP NY 5.02,9.01 08/05/13
Franklin Financial Corp VA 2.02,9.01 08/01/13
Freescale Semiconductor, Ltd. D0 5.02,9.01 07/30/13
FreightCar America, Inc. DE 2.02,9.01 08/02/13
FUSION-IO, INC. DE 5.02 08/01/13
GALECTIN THERAPEUTICS INC NV 7.01,9.01 08/05/13
GARDNER DENVER INC DE 1.01,1.02,2.03, 07/30/13
3.01,3.03,5.01,5.02,5.03,9.01
GateHouse Media, Inc. DE 2.02,9.01 08/01/13
GigOptix, Inc. DE 2.02,5.02,5.03, 07/31/13
8.01,9.01
GRANITE CITY FOOD & BREWERY LTD. MN 5.02 07/30/13
GREEN DOT CORP DE 5.02 08/01/13
GREEN DOT CORP DE 5.02 08/01/13 AMEND
Grid Petroleum Corp. NV 1.01,2.01 08/02/13
GROWLIFE, INC. DE 2.01,9.01 10/22/12 AMEND
GT Advanced Technologies Inc. DE 2.02,7.01,9.01 08/05/13
HALLIBURTON CO DE 1.01,9.01 08/05/13
HARVARD BIOSCIENCE INC DE 2.02,8.01,9.01 07/31/13
Hedge Fund Managers (Diversified) LLC DE 7.01 08/05/13
HF FINANCIAL CORP DE 5.02 08/05/13
HICKORY TECH CORP MN 2.02,7.01,9.01 08/05/13
Hillenbrand, Inc. IN 2.02,9.01 08/05/13
Hilltop Holdings Inc. MD 2.02,9.01 08/05/13
HOLOGIC INC DE 2.02,5.02,9.01 08/05/13
Horsehead Holding Corp DE 2.02,9.01 08/05/13
HORTON D R INC /DE/ DE 8.01,9.01 07/31/13
Hudson Pacific Properties, Inc. MD 2.02,7.01,9.01 08/05/13
INCEPTION MINING INC. NV 1.01,3.02,9.01 07/31/13
Independence Bancshares, Inc. SC 5.07 05/15/13
Indigo-Energy, Inc. NV 1.01,9.01 07/29/13
InfuSystem Holdings, Inc DE 2.02,9.01 08/05/13
InfuSystem Holdings, Inc DE 2.02,9.01 08/05/13
INTEGRYS ENERGY GROUP, INC. WI 2.02 08/05/13
Intellicell Biosciences, Inc. NV 3.02 08/02/13
Intellicell Biosciences, Inc. NV 2.04,8.01 07/16/13
Interactive Intelligence Group, Inc. IN 2.02,9.01 08/05/13
INTERLINE BRANDS, INC./DE DE 2.02,9.01 08/05/13
INTERNATIONAL BANCSHARES CORP TX 2.02,9.01 08/05/13
Interval Leisure Group, Inc. DE 1.01,7.01 08/02/13
INTL FCSTONE INC. DE 1.01,9.01 08/05/13
Intrepid Potash, Inc. DE 1.01,2.03,8.01,9.01 08/05/13
INVESTORS TITLE CO NC 2.02,9.01 08/05/13
JAMBA, INC. DE 2.02,9.01 08/05/13
Labor Smart, Inc. NV 1.01,9.01 08/05/13
LBO CAPITAL CORP CO 8.01 08/05/13
LIN Media LLC DE 8.01 07/30/13
LINCOLN ELECTRIC HOLDINGS INC OH 5.02,9.01 08/05/13
Lithium Exploration Group, Inc. NV 1.01,9.01 06/11/13
MACERICH CO MD 2.02,7.01,9.01 08/05/13
MANAGED FUTURES PREMIER ABINGDON L.P. NY 3.02 08/01/13
MANAGED FUTURES PREMIER AVENTIS II L. NY 3.02 08/01/13
Managed Futures Premier BHM L.P. DE 3.02 08/01/13
Marlin Midstream Partners, LP DE 1.01,2.01,3.02,9.01 07/31/13
Mast Therapeutics, Inc. DE 2.02,9.01 08/05/13
MCDERMOTT INTERNATIONAL INC R1 2.02,9.01 08/05/13
MEDALLION FINANCIAL CORP DE 1.01,2.02,9.01 08/01/13
MEDIA GENERAL INC VA 1.01,2.03,9.01 07/31/13
MERCURY GENERAL CORP CA 1.01,2.03,9.01 07/31/13
METWOOD INC NV 1.01,2.01,9.01 06/30/13
MGP INGREDIENTS INC KS 2.02,7.01,9.01 08/05/13
MIDDLEFIELD BANC CORP OH 2.02,9.01 07/31/13
Midstates Petroleum Company, Inc. DE 2.02,9.01 08/05/13
Midway Gold Corp A1 2.02,7.01,9.01 08/05/13
MILLER ENERGY RESOURCES, INC. TN 1.01,2.03,7.01,9.01 08/05/13
MITCHAM INDUSTRIES INC TX 1.01,1.02,2.03 08/02/13
MOBIVITY HOLDINGS CORP. NV 9.01 05/20/13 AMEND
Morgans Hotel Group Co. DE 2.02,9.01 08/05/13
MOVE INC DE 7.01,9.01 08/05/13
MTS SYSTEMS CORP MN 2.02,9.01 08/05/13
MVC CAPITAL, INC. DE 1.01,2.03 07/31/13
N-VIRO INTERNATIONAL CORP DE 2.04 07/31/13
NATIONAL HEALTHCARE CORP DE 8.01,9.01 08/01/13
NAUTILUS, INC. WA 2.02,9.01 08/05/13
Neenah Paper Inc DE 8.01,9.01 08/01/13
NEOPHOTONICS CORP DE 5.02 07/30/13
NeoStem, Inc. DE 8.01,9.01 08/05/13
NORTHWEST INDIANA BANCORP IN 5.02,9.01 08/05/13
NORTHWEST PIPE CO OR 2.02,9.01 08/05/13
OCEAN BIO CHEM INC FL 5.07 06/07/13 AMEND
OCEANFIRST FINANCIAL CORP DE 5.02 08/02/13
Oculus Innovative Sciences, Inc. CA 7.01,9.01 07/29/13
OLD NATIONAL BANCORP /IN/ IN 7.01,9.01 08/05/13
ORIGINOIL INC NV 3.02 07/30/13
OSIRIS THERAPEUTICS, INC. MD 2.02,9.01 08/05/13
OWENS ILLINOIS INC /DE/ DE 5.02,9.01 07/30/13
OxySure Systems Inc 4.01,9.01 08/01/13
PAA NATURAL GAS STORAGE LP DE 2.02,7.01,9.01 08/05/13
Parametric Sound Corp NV 1.01,3.02,3.03, 08/02/13
5.03,8.01,9.01
PARKER HANNIFIN CORP OH 2.02,7.01 07/31/13
PARKWAY PROPERTIES INC MD 2.02,7.01,9.01 08/05/13
PDI INC 2.02,9.01 08/05/13
PennantPark Floating Rate Capital Ltd 7.01,9.01 08/02/13
PEOPLES BANCORP INC OH 8.01 08/05/13
PHH CORP MD 1.01,2.03,9.01 07/31/13
PINNACLE ENTERTAINMENT INC. DE 1.01,2.03,2.04,9.01 08/02/13
PLAINS ALL AMERICAN PIPELINE LP DE 2.02,7.01,9.01 08/05/13
PMC SIERRA INC DE 1.01,2.03,9.01 08/02/13
POTLATCH CORP DE 5.02,9.01 08/05/13
POTOMAC FUTURES FUND LP NY 3.02 08/01/13
PREFERRED APARTMENT COMMUNITIES INC MD 2.02 08/05/13
PROASSURANCE CORP DE 2.02,7.01,9.01 08/05/13
PROVIDENCE SERVICE CORP DE 2.03,9.01 08/02/13
PROVIDENT FINANCIAL HOLDINGS INC DE 5.03,9.01 07/30/13
PSYCHEMEDICS CORP DE 2.02,9.01 08/05/13
QUALYS, INC. DE 2.02,5.02,9.01 07/31/13
QUESTCOR PHARMACEUTICALS INC CA 5.02 07/31/13
QUICKSILVER RESOURCES INC DE 1.02,2.04 07/30/13
R F INDUSTRIES LTD NV 5.07 08/02/13
RECEIVABLE ACQUISITION & MANAGEMENT C DE 4.01,5.03,9.01 05/15/13 AMEND
REMY INTERNATIONAL, INC. DE 2.02,9.01 08/05/13
REPROS THERAPEUTICS INC. DE 8.01,9.01 08/05/13
RES CARE INC /KY/ KY 2.02,9.01 08/05/13
Resolute Energy Corp DE 2.02,9.01 08/05/13
RESPONSYS INC DE 2.02,9.01 08/05/13
RETAIL PROPERTIES OF AMERICA, INC. MD 2.02,9.01 08/05/13
REVLON CONSUMER PRODUCTS CORP DE 1.01,2.03,8.01,9.01 08/03/13
REVLON INC /DE/ DE 1.01,2.03,8.01,9.01 08/03/13
Rexnord Corp DE 5.07 08/01/13
RigNet, Inc. DE 2.02,9.01 08/05/13
Rockwood Holdings, Inc. DE 2.02,9.01 08/05/13
Rosetta Resources Inc. DE 9.01 08/05/13
Rouse Properties, Inc. DE 2.02,7.01,9.01 08/05/13
RTS Oil Holdings, Inc. UT 5.02 07/31/13
Sagent Pharmaceuticals, Inc. DE 9.01 06/04/13 AMEND
SANUWAVE Health, Inc. NV 1.02,3.02,9.01 07/31/13
Sanwire Corp 1.01,2.03,8.01,9.01 07/31/13
SCOTTS MIRACLE-GRO CO OH 5.02,9.01 08/05/13
SCRIPPS E W CO /DE OH 2.02,9.01 08/05/13
SELECT COMFORT CORP MN 5.04,9.01 08/02/13
Select Notes Trust LT 2004-1 DE 8.01,9.01 08/01/13
Seneca Foods Corp NY 5.07 08/05/13
Seven Seas Cruises S. DE R.L. R1 2.03 08/05/13
SHILOH INDUSTRIES INC DE 2.01,9.01 08/02/13
Shire plc 8.01,9.01 08/05/13
Silver Bay Realty Trust Corp. MD 5.02 08/01/13
Silver Eagle Acquisition Corp. 8.01,9.01 07/30/13
SL INDUSTRIES INC DE 2.02,9.01 08/02/13
SLM Student Loan Trust 2006-7 DE 8.01,9.01 08/05/13
SONIC AUTOMOTIVE INC DE 1.01,9.01 07/31/13
Sorrento Therapeutics, Inc. DE 8.01,9.01 08/05/13
Sotherly Hotels Inc. MD 1.01,2.03,7.01,9.01 08/01/13
SOURCE FINANCIAL, INC. 4.01,9.01 07/30/13
Southern Products, Inc. NV 1.01,5.02,9.01 07/30/13
STEMCELLS INC DE 8.01,9.01 08/02/13
STONE ENERGY CORP DE 2.02,7.01,9.01 08/05/13
Stream Global Services, Inc. DE 2.02,9.01 08/05/13
STRUCTURED PRODUCTS CORP TIERS R INFL DE 8.01,9.01 08/01/13
Success Exploration & Resources Inc NV 1.01,2.03,5.01, 07/30/13
5.02,9.01
SUFFOLK BANCORP NY 8.01,9.01 08/05/13
SUN HYDRAULICS CORP FL 2.02 08/05/13
Sunstone Hotel Investors, Inc. MD 2.02,9.01 08/05/13
SYKES ENTERPRISES INC FL 2.02,9.01 08/05/13
SYNAGEVA BIOPHARMA CORP DE 2.02,5.02,9.01 08/05/13
SYNERGY PHARMACEUTICALS, INC. DE 8.01,9.01 08/05/13
Terra Tech Corp. NV 1.01,9.01 08/05/13
TESORO LOGISTICS LP DE 2.02,9.01 08/05/13
TF FINANCIAL CORP PA 8.01,9.01 08/05/13
TFS Financial CORP DE 8.01 08/02/13
THOMAS PROPERTIES GROUP INC DE 8.01,9.01 07/31/13
THOR INDUSTRIES INC DE 2.02,9.01 08/05/13
TICC Capital Corp. MD 5.07 07/23/13
TOMPKINS FINANCIAL CORP NY 5.02,9.01 08/01/13
Triangle Petroleum Corp DE 1.01,2.03,9.01 07/30/13
TRIMAS CORP DE 1.01,8.01,9.01 07/30/13
True Drinks Holdings, Inc. NV 2.03,3.02 08/01/13
TWENTY-FIRST CENTURY FOX, INC. 8.01,9.01 08/02/13
TWENTY-FIRST CENTURY FOX, INC. 8.01,9.01 08/05/13
Two Harbors Investment Corp. 5.02 08/01/13
TYSON FOODS INC DE 2.02,9.01 08/05/13
UGI CORP /PA/ PA 5.03,9.01 07/30/13
UNI CORE HOLDINGS CORP WY 5.02 08/05/13
UNION PACIFIC CORP UT 8.01,9.01 08/05/13
UNIVERSAL INSURANCE HOLDINGS, INC. DE 5.02,7.01,9.01 07/30/13
UNS Energy Corp AZ 5.02,8.01 08/05/13
Unum Group DE 2.02,9.01 08/05/13
URANIUM ENERGY CORP NV 1.01,2.03,3.02, 07/30/13
US AIRWAYS GROUP INC DE 2.02,9.01 08/05/13
USEC INC DE 2.02,9.01 08/05/13
Vanguard Natural Resources, LLC DE 5.03,9.01 08/05/13
VISTAPRINT N.V. P7 2.02,9.01 08/01/13 AMEND
VOCERA COMMUNICATIONS, INC. 2.02,9.01 08/05/13
Volcano Corp DE 2.02,9.01 08/05/13
VWR Funding, Inc. DE 5.02 06/06/13 AMEND
W. P. Carey Inc. MD 1.01,2.03,9.01 07/31/13
WASHINGTON POST CO DE 1.01,8.01,9.01 08/05/13
WATTS WATER TECHNOLOGIES INC DE 2.05 07/30/13
WEB.COM GROUP, INC. DE 2.02,9.01 08/01/13 AMEND
WESTBRIDGE RESEARCH GROUP CA 3.03,9.01 07/31/13
WESTINGHOUSE AIR BRAKE TECHNOLOGIES C DE 8.01,9.01 08/02/13
Whitestone REIT TX 2.02,9.01 08/05/13
Whitestone REIT Operating Partnership DE 2.02,9.01 08/05/13
WILSHIRE BANCORP INC 5.02 08/01/13 AMEND
WIRELESS TELECOM GROUP INC NJ 8.01 08/01/13
WRIGHT MEDICAL GROUP INC DE 2.02,9.01 08/05/13
XPO Logistics, Inc. 2.02,7.01,9.01 07/30/13
XPO Logistics, Inc. 2.01,9.01 07/12/13 AMEND
Your Event, Inc. NV 5.01 08/02/13
Zoom Telephonics, Inc. DE 2.02,9.01 07/31/13
http://www.sec.gov/news/digest/2013/dig080613.htm
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