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Commission AnnouncementsCommission Charges Hedge Fund Trader with Insider Trading in Carter’s StockThe Securities and Exchange Commission (Commission) today announced insider trading charges against a New York-based investment professional who used nonpublic information about youth clothing company Carter’s Inc. to give the hedge fund where he worked a $3.2 million trading edge. The SEC alleges that Mark Megalli obtained the inside information through a consulting agreement he had with the former vice president of investor relations at Carter’s, Eric Martin, who the SEC has previously charged among several others in its investigation into insider trading of Carter’s stock. Martin, who had left Carter’s and started his own consulting firm, maintained contact with at least one company insider and obtained confidential information in advance of market-moving events that he supplied to Megalli so he could trade on it. Megalli enabled hedge fund Level Global Investors L.P. to avoid approximately $2.4 million in losses and make $853,655 in illicit profits by trading shares ahead of positive or negative news. “The information was hot enough that Megalli sometimes conducted the trades while he was still on the phone with his source,” said William Hicks, associate regional director of the SEC’s Atlanta Regional Office. “After one profitable trade, Megalli bragged to his colleagues about being ‘max short’ in advance of negative news without mentioning his inside source.” In a parallel action, the U.S. Attorney’s Office for the Northern District of Georgia today announced a criminal case against Megalli. According to the SEC’s complaint filed in U.S. District Court for the Northern District of Georgia, Megalli joined Level Global as head of its consumer sector in August 2009 and entered into the consulting agreement with Martin’s firm a month later. Martin began providing Megalli with confidential information about Carter’s anticipated financial results on the same day the consulting agreement was executed, and Megalli began directing and causing Level Global to trade on that nonpublic information. The SEC’s complaint alleges that Megalli directed the purchase of 350,000 shares of Carter’s stock from September 14 to 17 based on explicit positive earnings information that he received from Martin. Megalli’s very first trade in Carter’s shares occurred while he was on the phone with Martin. On October 23, Martin advised Megalli about an unexpected accounting issue that was uncovered at Carter’s. While still on the phone with Martin, Megalli immediately ordered the sale of 100,000 shares and instructed Level Global’s trader to continue selling the firm’s entire position in Carter’s. After Level Global sold its entire position, Carter’s announced on October 27 that it was delaying its earnings release to complete a review of its accounting. By selling shares prior to the negative announcement, Level Global avoided losses of more than $2.1 million. The SEC alleges that Megalli also traded ahead of negative news based on nonpublic information from Martin to avoid losses of $268,500 in November 2009. Megalli’s trading earned illicit profits of $205,000 in December 2009. During a telephone conversation on July 8, 2010, Martin tipped Megalli that Carter’s earnings for the quarter would be below expectations. Megalli immediately caused Level Global to begin accumulating a short position in Carter’s, and built up the short position to 300,000 shares by July 19. Carter’s issued an earnings release on July 29 that contained negative future guidance, and its stock subsequently declined in price. Level Global covered its entire short position at the lower price, generating profits of $648,655. After the trading, Megalli boasted to colleagues in instant messages about the “max short” on Carter’s before the negative announcement. He received hearty congratulations from his colleagues. The SEC’s complaint charges Megalli with violating the antifraud provisions of the federal securities laws, and seeks a permanent injunction, disgorgement with prejudgment interest, and financial penalties. The SEC’s investigation, which is continuing, has been conducted in the Atlanta Regional Office by Grant Mogan under the supervision of Peter J. Diskin. The litigation will be led by Graham Loomis and Pat Huddleston. The SEC appreciates the assistance of the U.S. Attorney’s Office for the Northern District of Georgia and the Financial Industry Regulatory Authority. Among the other individuals who the SEC has charged in connection with its investigation of insider trading and financial fraud at Carter’s were the company’s former executive vice president Joseph Elles, former president Joseph Pacifico, and a divisional merchandise manager at Kohl’s named Michael Johnson who handled that store’s account with Carter’s. The SEC entered a non-prosecution agreement with Carter’s in return for the company’s extensive cooperation with the SEC’s investigation. (Press Rel. 2013-244) Kevin W. Goodman Named Head of SEC’s Broker-Dealer Examination ProgramThe Commission today announced that Kevin W. Goodman has been named as the national associate director of the broker-dealer examination program in the Office of Compliance Inspections and Examinations (OCIE). He will oversee a staff of approximately 300 lawyers, accountants, and examiners responsible for inspections of U.S.-registered broker-dealers. Mr. Goodman has been the acting national associate director of the program since May while also serving as acting regional director and associate director for the Denver Regional Office. “Kevin has excellent judgment and experience. As national associate director, he will work with our dedicated broker-dealer examination staff to further full compliance with the laws and fair treatment of investors by broker-dealers,” said OCIE Director Andrew Bowden. Mr. Goodman said, “I am honored and excited for the opportunity to lead our broker-dealer examination staff in Washington, D.C., and throughout the country. I have worked alongside them for the last six years and know they are a talented, resourceful, and dedicated group of professionals who work tirelessly to protect investors.” Mr. Goodman began his SEC career in 1992 as an attorney-adviser in the Los Angeles Regional Office and was promoted to branch chief, senior special counsel, and assistant director. Before coming to the SEC, Mr. Goodman practiced corporate and securities law in the private sector. He graduated from Purdue University in 1982 with a degree in accounting and received his law degree from Indiana University in 1985. OCIE conducts the SEC’s National Examination Program for investment advisers and investment companies, broker-dealers, self-regulatory organizations, clearing agencies, transfer agents, and credit rating agencies to fulfill its mission of promoting compliance, preventing fraud, monitoring risk, and informing SEC policy. (Press Rel. 2013-243) Commission Revokes Registration of Securities of Interactive Systems Worldwide, Inc. for Failure to Make Required Periodic FilingsOn November 14, 2013, the United States Securities and Exchange Commission (Commission) revoked the registration of each class of registered securities of Interactive Systems Worldwide, Inc. (ISWI) 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, ISWI 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 Interactive Systems Worldwide, 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 ISWI’s securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against ISWI in In the Matter of AcuNetx, Inc., et al., Administrative Proceeding File No. 3-15517. 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. 34-70870) Commission MeetingsClosed Meeting on Thursday, November 21, 2013 at 2:00 p.m. The subject matter of the Closed Meeting will be: 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 PROCEEDINGSIn the Matter of Exmocare, Inc. (n/k/a Second Solar, Inc.), et al.An Administrative Law Judge issued an Initial Decision on Default in Exmocare, Inc. (n/k/a Second Solar, Inc.), Admin. Proc. File No. 3-15455 (Initial Decision). The Initial Decision found that Exmocare, Inc. (n/k/a Second Solar, Inc.), First Transaction Management, Inc., jetPADS, Inc., PepperBall Technologies, Inc., Pure Play Music, Ltd., Rim Semiconductor Co., Small Business Co., Inc., StarVox Communications, Inc., Steakhouse Partners, Inc., and Sutura, Inc., were issuers of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act), and they failed to comply with Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1 and/or 13a-13 by not filing required periodic reports with the Securities and Exchange Commission. As a result, the Administrative Law Judge found it was necessary and appropriate for the protection of investors to revoke the registration of each class of Respondents’ registered securities. (Rel. ID-519) In the Matter of Philip David HornAn Administrative Law Judge issued an Initial Decision on Default as to Philip David Horn (Horn) in Admin. Proc. File No. 3-15520 (Initial Decision). The Initial Decision was based on Horn’s guilty plea to two counts of wire fraud in United States v. Horn, 2:12-cr-678-GAF (C.D. Cal. Sept. 20, 2012), for which Horn was sentenced to a prison term of twenty-four months, followed by three years of supervised release. The Initial Decision found that Horn, while a licensed broker and managing director in a California office of Wells Fargo Advisors, LLC, engaged in a scheme that caused $732,000 in losses. Based on these facts and public interest considerations, the Initial Decision bars Horn from: association with a broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization; and from participating in an offering of penny stock. (Rel. ID-520) In the Matter of Skyview Holdings Corp. et al.An Administrative Law Judge issued an Initial Decision on Default as to Stonecrest One, Inc., Sunstates Corp., Tetragenex Pharmaceuticals, Inc., Tia III, Inc. (n/k/a PTL Energy, Inc.), Tia IV, Inc., Ultimate Indoor Football League, Inc., and United States Oil and Gas Corp. in Skyview Holdings Corp., Admin. Proc. File No. 3-15515. The Initial Decision found that Respondents are issuers of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act), and that they had failed to comply with Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1 and/or 13a-13 by failing to file required periodic reports with the Securities and Exchange Commission (Commission). As a result, the Administrative Law Judge found it was necessary and appropriate for the protection of investors to revoke the registration of each class of Respondents’ registered securities. On October 24, 2013, the Commission entered an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Exchange Act as to Skyview Holdings Corp. in Skyview Holdings Corp., Exchange Act Release No. 70750. (Rel. ID-521) In the Matter of Lanbo Financial Group, Inc.An Administrative Law Judge issued an Initial Decision on Default in Lanbo Financial Group, Inc., Admin. Proc. File No. 3-15341. The Initial Decision found that the Respondent was an issuer of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act), and that it had failed to comply with Section 13(a) of the Exchange Act and Exchange Act Rules 13a-1 and 13a-13 by failing to file required periodic reports with the Securities and Exchange Commission. As a result, the Administrative Law Judge found it was necessary and appropriate for the protection of investors to revoke the registration of each class of Respondent’s registered securities. (Rel. ID-523) PCAOB RULEMAKINGNotice to Solicit Comments on PCAOB Attestation Standard No. 1, Examination Engagements Regarding Compliance Reports of Brokers and Dealers, and Attestation Standard No. 2, Review Engagements Regarding Exemption Reports of Brokers and DealersThe Commission is publishing for public comment the Public Company Accounting Oversight Board's proposed new Attestation Standard No. 1, Examination Engagements Regarding Compliance Reports of Brokers and Dealers, and proposed new Attestation Standard No. 2, Review Engagements Regarding Exemption Reports of Brokers and Dealers (PCAOB-2013-01). Publication of the proposed rules is expected in the Federal Register during the week of November 11, 2012. The comment period will end 21 days after the proposed rules are published in the Federal Register. (Rel. 34-70842) Notice to Solicit Comments on PCAOB Auditing Standard No. 17, Auditing Supplemental Information Accompanying Audited Financial StatementsThe Commission is publishing for public comment the Public Company Accounting Oversight Board's proposed new Auditing Standard No. 17, Auditing Supplemental Information Accompanying Audited Financial Statements, (PCAOB-2013-02). Publication of the proposed rule is expected in the Federal Register during the week of November 11, 2012. The comment period will end 21 days after the proposed rule is published in the Federal Register. (Rel. 34-70843) SELF-REGULATORY ORGANIZATIONSImmediate Effectiveness of Proposed Rule ChangeA proposed rule change filed by International Securities Exchange, LLC to amend the schedule of fees (SR-ISE-2013-57) 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 18, 2013. (Rel. 34-70872) A proposed rule change filed by International Securities Exchange, LLC to amend the schedule of fees (SR-ISE-2013-56) 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 18, 2013. (Rel. 34-70873) A proposed rule change filed by NASDAQ OMX PHLX LLC to amend the Exchange’s pricing schedule under Section VIII with respect to execution and routing of orders in securities priced at $1 or more per share (SR-Phlx-2013-111) 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 18, 2013. (Rel. 34-70874) The Miami International Securities Exchange LLC filed a proposed rule change (SR-MIAX-2013-48) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to amend rules 1302, 1304 and the MIAX Options Fee Schedule. Publication of the proposal is expected in the Federal Register during the week of November 18, 2013. (Rel. 34-70877) A proposed rule change filed by the Chicago Board Options Exchange, Incorporated relating to fourteen month extension of pilot program that eliminates position and exercise limits for physically-settled SPDR S&P 500 ETF Trust (“SPY”) options (SR-CBOE-2013-106) 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 18, 2013. (Rel. 34-70878) A proposed rule change filed by NASDAQ OMX PHLX LLC relating to an extension of a pilot program for SPY position and exercise limits (SR-Phlx-2013-108) 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 18, 2013. (Rel. 34-70879) The National Stock Exchange, Inc. has filed with the Securities and Exchange Commission a proposed rule change under Rule 19b-4 (SR-NSX-2013-20) amending Exchange Rule 11.11 regarding the entry and execution of Zero Display Reserve Orders marked “sell short.” Publication is expected in the Federal Register during the week of November 18, 2013 (Release No. 34-70881). Notice of Proposed Rule ChangeNYSE Arca, Inc., has filed a proposed rule change (SR-NYSEArca-2013-118), as modified by Amendment No. 1 thereto, pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to list and trade shares of the Market Vectors Short High-Yield Municipal Index ETF under NYSE Arca Equities Rule 5.2(j)(3), Commentary .02. Publication is expected in the Federal Register during the week of November 18, 2013. (Rel. 34-70871) Chicago Board Options Exchange, Incorporated has filed a proposed rule change (SR-CBOE-2013-110) to eliminate the e-DPM Program. Publication is expected in the Federal Register during the week of November 18, 2013. (Rel. 34-70875) The Financial Industry Regulatory Authority, Inc. has filed a proposed rule change (SR-FINRA-2013-048) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to amend FINRA Rule 8312 (FINRA BrokerCheck Disclosure) to expand the categories of civil judicial disclosures that are permanently included in BrokerCheck. Publication is expected in the Federal Register during the week of November 18, 2013. (Rel. 34-70876) The Financial Industry Regulatory Authority, Inc. has filed a proposed rule change (SR-FINRA-2013-047) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to amend FINRA Rule 8312 (FINRA BrokerCheck Disclosure) to include information about members and their associated persons of any registered national securities exchange that uses the CRD system for registration purposes. Publication is expected in the Federal Register during the week of November 18, 2013. (Rel. 34-70880) 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-8 AVNET INC, 2211 SOUTH 47TH STREET, PHOENIX, AZ, 85034, 4806432000 -
0 ($198,700,000.00) Equity, (File 333-192289 - Nov. 13) (BR. 10A)
S-3 DELTA APPAREL, INC, 322 S. MAIN STREET, GREENVILLE, SC, 29601,
864-232-5200 - 100,000,000 ($100,000,000.00) Other, (File 333-192290 -
Nov. 13) (BR. 09A)
F-1 Luxoft Holding, Inc, AKARA BLDG., 24 DE CASTRO STREET,
WICKHAMS CAY I, PO BOX 3136, ROAD TOWN, TORTOLA, D8, 00000,
410445568446 - 0 ($87,528,000.00) Equity, (File 333-192292 - Nov. 13)
(BR. 03A)
S-11 Physicians Realty Trust, 250 EAST WISCONSIN AVENUE, MILWAUKEE, WI,
53202, 414-978-6494 - 0 ($115,000,000.00) Equity, (File 333-192293 -
Nov. 13) (BR. 08B)
S-1 Carroll Bancorp, Inc., 1321 LIBERTY ROAD, SYKESVILLE, MD, 21784,
410-795-1900 - 0 ($3,000,000.00) Equity, (File 333-192294 - Nov. 13)
(BR. 07B)
S-8 China Lodging Group, Ltd, NO 2266, HONGQIAO ROAD, CHANGNING DISTRICT,
SHANGHAI 200336, F4, -, (86) 21 6195-2011 -
0 ($38,617,584.43) ADRs/ADSs, (File 333-192295 - Nov. 13) (BR. 08B)
S-8 IntercontinentalExchange Group, Inc., 2100 RIVEREDGE PARKWAY,
SUITE 500, ATLANTA, GA, 30328, 770-857-4700 -
7,974,153 ($1,506,814,313.61) Equity, 0 ($778,857.00) Other,
(File 333-192301 - Nov. 13) (BR. 08B)
S-3ASR CITIGROUP INC, 399 PARK AVENUE, NEW YORK, NY, 10022, 2125591000 -
0 ($0.00) Unallocated (Universal) Shelf, (File 333-192302 - Nov. 13)
(BR. 12A)
S-8 1 800 FLOWERS COM INC, 1600 STEWART AVE, WESTBURY, NY, 11590,
5162376000 - 3,250,000 ($15,892,500.00) Equity, (File 333-192304 -
Nov. 13) (BR. 02C)
S-4 ALLIANCE ONE INTERNATIONAL, INC., 8001 AERIAL CENTER PARKWAY,
MORRISVILLE, NC, 27560-8413, 9193794300 - 0 ($735,000,000.00) Other,
(File 333-192306 - Nov. 13) (BR. 05B)
S-8 HORIZON PHARMA, INC., 520 LAKE COOK ROAD, SUITE 520, DEERFIELD, IL,
60062, 224-383-3000 - 0 ($906,000.00) Equity, (File 333-192316 -
Nov. 13) (BR. 01B)
S-1 Pershing Gold Corp., 1658 COLE BOULEVARD, BUILDING 6, SUITE 210,
LAKEWOOD, CO, 80401, (877) 705-9357 - 0 ($17,381,490.00) Equity,
(File 333-192317 - Nov. 13) (BR. 05A)
S-8 INOVIO PHARMACEUTICALS, INC., 11494 SORRENTO VALLEY ROAD, SAN DIEGO,
CA, 92121-1318, 858 597-6006 - 0 ($3,740,702.42) Equity,
(File 333-192318 - Nov. 13) (BR. 10A)
S-3 ONE LIBERTY PROPERTIES INC, 60 CUTTER MILL RD, SUITE 303, GREAT NECK,
NY, 11021-3190, 5164663100 - 0 ($51,402,948.00) Other,
(File 333-192319 - Nov. 13) (BR. 08C)
S-8 FTD Companies, Inc., 3113 WOODCREEK DRIVE, DOWNERS GROVE, IL, 60515,
(630) 719-7800 - 0 ($15,513,636.27) Equity, (File 333-192320 - Nov. 13)
(BR. 02)
S-3 Accelerate Diagnostics, Inc, 303 E 17TH AVE, SUITE 108, DENVER, CO,
80203, 303-863-8088 - 0 ($150,000,000.00) Equity, (File 333-192321 -
Nov. 13) (BR. 10A)
S-3 NATIONAL HEALTH INVESTORS INC, 222 ROBERT ROSE DRIVE, MURFREESBORO, TN,
37129, 6158909100 - 0 ($1.00) Unallocated (Universal) Shelf,
(File 333-192322 - Nov. 13) (BR. 08B)
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.
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