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Commission AnnouncementsCommission Names David Glockner as Director of Chicago Regional OfficeThe Securities and Exchange Commission (Commission) today announced the appointment of David A. Glockner as director of the Chicago Regional Office. Mr. Glockner spent 25 years as a criminal prosecutor in the U.S. Attorney’s Office for the Northern District of Illinois, including 11 years as chief of the criminal division. Since last year he has led the Chicago office of digital risk management and investigations firm Stroz Friedberg LLC. At the SEC, Mr. Glockner will oversee the Chicago office’s enforcement and examination operations covering a nine-state region in the Midwest. He will join the agency in early December. “In his many years as the chief of the criminal division in the U.S. Attorney’s Office, David had a reputation for being a great leader and sound thinker. He helped that office achieve great results,” said Andrew J. Ceresney, co-director of the SEC’s Division of Enforcement. “We are extremely happy that he will be bringing his immense talents to our Chicago office, which has a rich history of outstanding enforcement actions.” Andrew J. Bowden, director of the SEC’s National Exam Program, added, “We are thrilled to have David join our team. Our strategic priorities include examining risks and controls around firms’ use of technology, and using quantitative tools to analyze the large data sets we acquire through our examinations. David’s experience and judgment will help us tremendously.” Mr. Glockner, who is a managing director at Stroz Friedberg, served in the U.S. Attorney’s Office from 1987 to 2012. As criminal division chief, he supervised a wide range of investigations and prosecutions involving securities fraud, financial institution fraud, public corruption, and cybercrime. Prior to joining the U.S. Attorney’s Office, Mr. Glockner began his legal career as a law clerk to the Honorable Brian Duff of the U.S. District Court for the Northern District of Illinois. Mr. Glockner said, “I am honored and excited to have the opportunity to serve as the regional director of the SEC’s Chicago office. The talented and dedicated staff in Chicago has a long tradition of effective work to protect investors, and I look forward to working with them to continue and strengthen that tradition.” Mr. Glockner earned his bachelor’s degree from the University of Chicago in 1982 and his J.D. from the Stanford University Law School in 1985. (Rel. 2013-237) SEC to Hold Roundtable on Proxy Advisory ServicesThe Commission today announced that its staff will host a public roundtable on December 5th to discuss the use of proxy advisory firm services by institutional investors and investment advisers. The roundtable will be held at the SEC’s Washington, D.C. headquarters and will be open to the public and webcast live on the SEC’s website. Information on the agenda and participants will be issued shortly. Proxy advisory firms offer services to assist investors and investment advisers in voting on matters presented to shareholders. Some proxy advisory firms also provide consulting services, including to publicly traded companies that may use these services to help develop proposals to be put to a shareholder vote or to improve their corporate governance ratings. The role of proxy advisory firms was among the issues the Commission explored in a 2010 concept release on the proxy voting system. The release sought public comment on the services provided by proxy advisory firms and on potential conflicts of interest and transparency in the proxy advisory industry. The December 5 roundtable will provide a forum to discuss these issues. (Rel. 2013-236) ENFORCEMENT PROCEEDINGSCommission Charges Municipal Issuer in Washington’s Wenatchee Valley Region for Misleading InvestorsThe Commission today charged a municipal issuer in the state of Washington’s Wenatchee Valley region with misleading investors in a bond offering that financed the construction of a regional events center and ice hockey arena. The SEC also charged the underwriter and outside developer of the project and three individuals involved in the offering. The Greater Wenatchee Regional Events Center Public Facilities District agreed to settle the SEC’s charges by paying a $20,000 penalty and undertaking remedial actions. It is the first time that the SEC has assessed a financial penalty against a municipal issuer. The issuer is a municipal corporation formed by nine Washington cities and counties in 2006 to fund the Town Toyota Center, located in the city of Wenatchee. An SEC investigation found inaccuracies in the primary disclosure document accompanying the issuer’s offering of bond anticipation notes in 2008. The document, called the “official statement,” stated there had been no independent reviews of the financial projections for the events center. However, an independent consultant twice examined the projections and raised questions about the center’s economic viability. The official statement failed to disclose that financial projections had been revised upward based in part upon optimistic assurances by civic leaders that the community would support the project. The document also omitted key information about the possibility that the City of Wenatchee’s remaining debt capacity of $19.3 million would limit its ability to support any future long-term bonds. “Financial penalties against municipal issuers are appropriate for sanctioning and deterring misconduct when, as here, they can be paid from operating funds without directly impacting taxpayers,” said Andrew Ceresney, co-director of the SEC’s Division of Enforcement. “This municipal issuer is paying an appropriate price for withholding negative information from its primary offering document and giving investors a false picture of the future performance of the project.” The Greater Wenatchee Regional Events Center Public Facilities District issued $41.77 million in bond anticipation notes in 2008, and defaulted on its principal payments in December 2011. The SEC’s settled administrative proceedings also name the developer Global Entertainment and its then-president and CEO Richard Kozuback, the underwriter Piper Jaffray & Co. and its lead investment banker Jane Towery, and Allison Williams, a senior staff member for the Greater Wenatchee Regional Events Center Public Facilities District who certified the accuracy of the official statement. “An underwriter’s due diligence obligation is critical, particularly when financing a startup revenue project. Piper Jaffray & Co. failed to develop a reasonable basis for believing the accuracy of key representations made in the official statement,” said Mark Zehner, deputy chief of the SEC Enforcement Division’s Municipal Securities and Public Pensions Unit. In settling the SEC’s charges, Piper Jaffray & Co. and Towery agreed to be censured and pay penalties of $300,000 and $25,000 respectively. Global Entertainment and Kozuback each agreed to pay penalties of $10,000. Williams consented to a cease-and-desist order and the issuer agreed to remedial actions, including training for personnel involved in the offering and disclosure process. The issuer also agreed to adopt written policies for disclosures in municipal offerings and continuing disclosure obligations, and to designate an individual responsible for ensuring compliance with those obligations. The respondents neither admit nor deny the SEC’s findings. The SEC’s order requires Piper Jaffray & Co. to retain an independent consultant to conduct a review of the firm’s municipal underwriting due diligence policies and procedures as well as its supervisory policies and procedures relating to municipal underwriting due diligence. Towery agreed to limit her activities as an associated person of a broker-dealer or municipal advisor for one year by refraining from any contact with any existing or prospective municipal issuer client for the purpose of conducting, maintaining, or developing business or for the purpose of making decisions on behalf of a broker-dealer in connection with any due diligence activities. The SEC’s investigation was conducted by Monique C. Winkler in the San Francisco Regional Office, who is a member of the Municipal Securities and Public Pensions Unit. The case was supervised by Cary Robnett, an assistant director in the San Francisco office. (Rel. 2013-235; Rels. 33-9471; 33-9472) In the Matter of Resources Planning Group, Inc.The Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 203(e) of the Investment Advisers Act of 1940, Making Findings and Imposing Remedial Sanctions (Order) against Resources Planning Group, Inc. (RPG). The Order finds that RPG is an investment adviser registered with the Commission since 2001 with its principal place of business in Chicago, Illinois. The Order also finds that on September 16, 2013, a judgment was entered by consent against Respondent RPG, permanently enjoining it from future violations of Sections 206(1) and 206(2) of the Advisers Act, in the civil action entitled Securities and Exchange Commission v. Resources Planning Group, Inc. and Joseph J. Hennessy, Civil Action Number 12-CV-9509, in the United States District Court for the Northern District of Illinois (District Court Litigation). The Commission’s complaint in the District Court Litigation alleges that between at least February 2007 and April 2012, RPG engaged in a fraudulent scheme and violated its fiduciary duty to its clients in connection with the sale of promissory notes and units in the Midwest Opportunity Fund, LLC (MOF), a private equity fund that Joseph J. Hennessy (Hennessy), an RPG co-owner and principal, co-founded in 2004. The complaint further alleges that Hennessy made misrepresentations about the nature and prospects of the MOF investment and failed to inform investors about the existence of MOF promissory notes that Hennessy had personally guaranteed. The complaint also alleges that Hennessy misappropriated investor funds to make MOF debt payments, and otherwise engaged in a variety of conduct which operated as a fraud and deceit on investors. Based on the above, the Order revokes RPG’s investment-adviser registration with the Commission. RPG consented to the issuance of the Order without admitting or denying any of the findings in the Order, except RPG admits the entry of the permanent injunction against it in the District Court Litigation. (Rel. IA-3710) In the Matter of Brewer Investment Advisor, LLCThe Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 203(e) of the Investment Advisers Act of 1940 (Advisers Act), Making Findings and Imposing Remedial Sanctions (Order) against Brewer Investment Advisor, LLC (BIA). The Order finds that from June 2009 through October 2010, BIA was engaged in the business of advising others as to the advisability of investing in and purchasing securities, including promissory notes. During that time, BIA was registered with the Commission as a registered investment adviser. On June 11, 2013, a judgment was entered by consent against BIA, permanently enjoining it from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Advisers Act, in the civil action entitled Securities and Exchange Commission v. Steven Brewer, et al., Civil Action Number 10-cv-6932-BMM-AK, in the United States District Court for the Northern District of Illinois. The Commission’s complaint alleged that, from June 2009 through at least the end of September 2010, BIA and Steven Brewer (Brewer), Adam Erickson, Brewer Investment Group, LLC (BIG), and Brewer Financial Services, LLC, a registered broker-dealer, participated in fraudulent, unregistered offerings of promissory notes issued by FPA Limited (FPA), an Isle of Man company, in the aggregate amount of $5.6 million to at least 74 investors. The offering materials misrepresented the risk of the investment and failed to disclose the precarious financial condition of BIG and its subsidiaries. The Commission’s complaint alleged that representations in the offering materials concerning the use of proceeds and representations concerning the risk of the investment were materially false and misleading. The complaint alleged that BIA advised its clients to invest in and purchase the fraudulent offering of the FPA Notes. BIA knew that the representations in the offering documents concerning the use of proceeds and risk were materially false and misleading. It also knew that material information about the precarious financial condition of BIG and BIG’s failure to make required interest payments on the notes was not being disclosed to prospective investors. Nonetheless, BIA continued to advise investors to invest in and purchase the notes and caused others to advise investors to invest in and purchase the notes Based on the above, the Order revokes the registration of BIA. In addition, BIA is barred from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock. BIA consented to the issuance of the Order without admitting or denying any of the allegations in the civil injunctive action. (Rel. IA-3684) In the Matter of A.G. Volney Center, Inc. (f/k/a Buddha Steel, Inc.)An Administrative Law Judge issued an Initial Decision in A.G. Volney Center, Inc. (f/k/a Buddha Steel, Inc.), Admin. Proc. File No. 3-15497. The Initial Decision found that A.G. Volney Center, Inc. (f/k/a Buddha Steel, Inc.), China Green Material Technologies, Inc., China Tractor Holdings, Inc., and Franklin Towers Enterprises, Inc., have securities registered with the Securities and Exchange Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, each failed to file required periodic reports, and that the evidence supported revocation of their registered securities as necessary or appropriate for the protection of investors. (Rel. ID-514) James R. Lanier SanctionedJames R. Lanier (Lanier) has been barred from the securities industry. The sanction was ordered in an administrative proceeding before an administrative law judge, following his March 2013 conviction of wire fraud, mail fraud, money laundering, and aggravated identity theft. While employed as a registered representative and investment adviser representative of Merrill Lynch, Pierce, Fenner & Smith Incorporated, between September 2008 and March 2010, Lanier misappropriated over $800,000 from customer accounts for his own use and took various steps to conceal his wrongdoing. (Rel. ID-515) Commission Files Subpoena Enforcement Action against Anthony Coronati for Failure to Produce Documents and Appear for Testimony in Investigation of Solicitations Relating to Pre-IPO SecuritiesThe Commission announced today that it has filed a subpoena enforcement action in the U.S. District Court for the Southern District of New York against Anthony Coronati and that the Court entered an order directing Coronati to show cause why he should not be ordered to comply with the subpoenas. According to the application, the SEC is investigating whether Coronati and others have violated or are violating registration, anti-fraud, or other provisions of the federal securities laws in connection with a business known as Bidtoask.com. The SEC’s application alleges that Bidtoask.com, apparently created by Coronati, solicits investments relating to the securities of sought-after private companies that investors hope will soon hold initial public offerings, such as Facebook Inc., Twitter Inc., and Dropbox Inc. The nature and extent of investors’ interests once they purchase these purported pre-IPO shares is part of the investigation. The application further alleges that certain investor funds have been commingled with other funds in an account controlled by Coronati and that personal expenses appear to have been paid out of that account. The SEC staff is investigating whether any investor funds have been misappropriated or otherwise misused. As part of its investigation, the staff in the SEC’s New York Regional office served Coronati with a document subpoena in July 2013, and served a further subpoena for documents and sworn testimony in early October 2013. The SEC’s application alleges that Coronati has ignored the subpoenas: he never produced any documents, appeared for testimony, or otherwise responded to the subpoenas. The SEC’s application seeks an order from the federal district court compelling Coronati to comply fully with the subpoenas. The SEC is continuing its fact-finding investigation and, to date, has not concluded that anyone has violated the securities laws. [SEC v. Anthony Coronati, Civil Action No. 13-misc-0372 (S.D.N.Y. filed November 4, 2013)] (LR-22863) In the Matter of Charles M. RaspaThe Commission announced today the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (Order) against Charles M. Raspa based on his criminal conviction. The Order finds that on March 5, 2012, Raspa, a registered representative of Joseph Stevens & Company (Joseph Stevens), a broker-dealer formerly registered with the Commission, was found guilty by jury verdict of Enterprise Corruption, two counts of Grand Larceny in the Second Degree, Grand Larceny in the Third Degree, two counts of Criminal Possession of Stolen Property in the Third Degree, five counts of Criminal Possession of Stolen Property in the Fourth Degree, eight counts of Securities Fraud and six counts of Securities Fraud by the Supreme Court of the State of New York in The State of New York v. Charles Raspa et. al., Indictment No. 2394/2009. The Commission’s Order states that, Raspa, acting as a registered representative of Joseph Stevens, and others engaged in a pattern of criminal activity involving buying and selling over-the-counter stocks on behalf of the firm’s retail customers. According to the Order, Raspa was sentenced, and is presently serving, a prison term of 3 ½ to 10 ½ years and was ordered to pay $253,169 in restitution, jointly and severally, with another individual charged in the Joseph Stevens criminal case. Based on the above, the Order bars Raspa from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization and barred from participating in any offering of a penny stock. Raspa consented to the issuance of the Order. (Rel. 34-70813) In the Matter of Joseph SorbaraThe Commission announced today the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (Order) against Joseph Sorbara based on his criminal conviction. The Order finds that on September 23, 2011, Sorbara, a registered representative of Joseph Stevens & Company (Joseph Stevens), a broker-dealer formerly registered with the Commission, was criminally convicted of Attempted Enterprise Corruption, Grand Larceny in the Third Degree, Criminal Possession of Stolen Property in the Third Degree and Securities Fraud, upon the entry of his guilty plea by the Supreme Court of the State of New York in The State of New York v. Joseph Sorbara et. al., Indictment No. 2394/2009. The Commission’s Order states that, Sorbara, acting as a principal owner of Joseph Stevens, and others engaged in a pattern of criminal activity involving buying and selling over-the-counter stocks on behalf of the firm’s retail customers. According to the Order, Sorbara was sentenced to 363 days in prison and ordered to pay $1 million in restitution. Based on the above, the Order bars Sorbara from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization and barred from participating in any offering of a penny stock. Sorbara consented to the issuance of the Order. (Rel. 34-70814) In the Matter of Steven MarkowitzThe Commission announced today the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions (Order) against Steven Markowitz based on his criminal conviction. The Order finds that on October 12, 2011, Markowitz, a registered representative of Joseph Stevens & Company (Joseph Stevens), a broker-dealer formerly registered with the Commission, was criminally convicted of Attempted Enterprise Corruption, Grand Larceny in the Third Degree, Criminal Possession of Stolen Property in the Third Degree, Securities Fraud and Falsifying Business Records in the First Degree, upon the entry of his guilty plea by the Supreme Court of the State of New York in The State of New York v. Steven Markowitz et. al., Indictment Nos. 2394/2009 and 4804/2011. The Commission’s Order states that, Markowitz, acting as a principal owner of Joseph Stevens, and others engaged in a pattern of criminal activity involving buying and selling over-the-counter stocks on behalf of the firm’s retail customers. According to the Order, Markowitz was sentenced to 6 months in prison and ordered to pay $1 million in restitution. Based on the above, the Order bars Markowitz from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization and barred from participating in any offering of a penny stock. Markowitz consented to the issuance of the Order. (Rel. 34-70815) SELF-REGULATORY ORGANIZATIONSImmediate Effectiveness of Proposed Rule ChangeA proposed rule change filed by NYSE Arca, Inc. to amend the rule governing the listing and trading of shares of the WisdomTree Global Real Return Fund (SR-NYSEArca-2013-117) 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 November 4th. (Rel. 34-70807) A proposed rule change (SR-BOX-2013-51) filed by BOX Options Exchange LLC to amend the Fee Schedule on BOX 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 November 4th. (Rel. 34-70805) Notice of Proposed Rule ChangeThe Chicago Board Options Exchange, Incorporated has filed a proposed rule change (SR-CBOE-2013-100) pursuant to Section 19(b) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder relating to CBSX Trading Permit Holder Eligibility. Publication is expected in the Federal Register during the week of November 4th. (Rel. 34-70806) SECURITIES ACT REGISTRATIONSThe 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 HIPCRICKET, INC., 4400 CARILLON POINT, KIRKLAND, WA, 98033,
858-423-5433 - 31,037,500 ($14,044,468.75) Equity, (File 333-192064 -
Nov. 4) (BR. 11C)
S-8 Container Store Group, Inc., 500 Freeport Parkway, Coppell, TX, 75019,
972-538-6000 - 0 ($65,098,260.00) Equity, (File 333-192067 - Nov. 4)
(BR. 02)
S-1 Lipocine Inc., 675 ARAPEEN DRIVE, SUITE 202, SALT LAKE CITY, X1, 84108,
801 994 7383 - 0 ($11,500,000.00) Equity, (File 333-192069 - Nov. 4)
(BR. 01A)
S-3 Cellceutix CORP, 100 CUMMING CENTER, SUITE 151-B, BEVERLY, MA, 01915,
(978)-633-3623 - 15,400,000 ($28,798,000.00) Equity, (File 333-192070 -
Nov. 4) (BR. 01A)
S-3 MIDAMERICAN ENERGY CO, 666 GRAND AVE, P O BOX 657, DES MOINES, IA,
50306-0657, 5152424300 - 0 ($1,650,000,000.00) Debt, (File 333-192077 -
Nov. 4) (BR. 02B)
S-3ASR INTEGRA LIFESCIENCES HOLDINGS CORP, 311 ENTERPRISE DRIVE, PLAINSBORO,
NJ, 08536, 6092750500 - 0 ($0.00) Debt, 0 ($0.00) Equity,
(File 333-192079 - Nov. 4) (BR. 10A)
S-3ASR HARTFORD LIFE INSURANCE CO, 200 HOPMEADOW STREET, SIMSBURY, CT, 06089,
860-547-5000 - 0 ($0.00) Other, (File 333-192080 - Nov. 4) (BR. 01A)
S-3ASR HARTFORD LIFE INSURANCE CO, 200 HOPMEADOW STREET, SIMSBURY, CT, 06089,
860-547-5000 - 0 ($0.00) Other, (File 333-192081 - Nov. 4) (BR. 01A)
S-3ASR HARTFORD LIFE INSURANCE CO, 200 HOPMEADOW STREET, SIMSBURY, CT, 06089,
860-547-5000 - 0 ($0.00) Other, (File 333-192082 - Nov. 4) (BR. 01A)
S-3ASR HARTFORD LIFE INSURANCE CO, 200 HOPMEADOW STREET, SIMSBURY, CT, 06089,
860-547-5000 - 0 ($0.00) Other, (File 333-192083 - Nov. 4) (BR. 01A)
S-3D CONSOLIDATED EDISON INC, 4 IRVING PLACE, ROOM 1618 S, NEW YORK, NY,
10003, 2124604600 - 4,000,000 ($231,680,000.00) Equity,
(File 333-192084 - Nov. 4) (BR. 02B)
F-1 Autohome Inc., 10th Floor Tower B CEC Plaza,
3 Dan Ling Street, Haidian District, Beijin, F4, 00000,
8610 5985 7001 - 0 ($120,000,000.00) ADRs/ADSs, (File 333-192085 -
Nov. 4) (BR. 03B)
S-4 Eclair Holdings Co, STATE ROUTE 2 SOUTH, P.O. BOX 356, CHESTER, WV,
26034, 304-387-8000 - 0 ($232,552,163.00) Equity, (File 333-192086 -
Nov. 4) (BR. )
S-4 GRAY TELEVISION INC, 4370 PEACHTREE ROAD NE, ATLANTA, GA, 30319,
4042668333 - 0 ($375,000,000.00) Non-Convertible Debt,
(File 333-192087 - Nov. 4) (BR. 11C)
RECENT 8K FILINGSForm 8-K is used by companies to file current reports on the following events:
Form 8-K filings can be researched through several SEC EDGAR searches, some of which have item filtering functionality.
http://www.sec.gov/news/digest/2013/dig110513.htm
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