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SEC News Digest
Issue 2012-10
January 17, 2012
Commission announcements
SEC Charges UBS Global Asset Management For Pricing Violations in Mutual Fund Portfolios
The Securities and Exchange Commission today charged an investment advisory arm of UBS with failing to properly price securities in three mutual funds that it managed, resulting in a misstatement to investors of the net asset values (NAVs) of those funds. The misconduct was revealed during the course of an SEC examination, minimizing investor harm.
The SEC’s Enforcement Division began investigating UBS Global Asset Management (UBSGAM) following a referral from SEC examiners who conducted a routine exam of the firm, which is an SEC-registered investment adviser. The SEC’s investigation further determined that during a two-week period, UBSGAM did not follow the mutual funds’ fair valuation procedures in pricing certain illiquid fixed-income securities in the portfolios of the mutual funds.
UBSGAM agreed to pay $300,000 to settle the SEC’s charges.
“UBS Global Asset Management failed to fulfill one of its core delegated responsibilities on behalf of mutual funds it advises – to price securities in the mutual funds accurately,” said Merri Jo Gillette, Regional Director of the SEC’s Chicago Regional Office. “Fortunately this misconduct was brought to light quickly, so the duration was short and the harm to investors minimal.”
According to the SEC’s order instituting administrative proceedings against UBSGAM, the firm purchased on behalf of the mutual funds approximately 54 complex fixed-income securities in June 2008 at an aggregate purchase price of approximately $22 million. Most of the securities were part of subordinated tranches of nonagency mortgage-backed securities whose underlying collateral generally consisted of mortgages that did not conform to the requirements necessary for inclusion in mortgage-backed securities guaranteed or issued by Ginnie Mae, Fannie Mae, or Freddie Mac. The securities purchased also included asset-backed securities and collateralized debt obligations.
The SEC’s order finds that following the purchases, all but six of the securities were then valued at prices substantially in excess of the transaction prices, including many at least 100 percent higher. The valuations used by UBSGAM were provided by pricing sources (broker-dealers or a third-party pricing service) that did not appear to take into account the prices at which the mutual funds had purchased the securities. Some of the broker-dealer quotations were based on the previous month-end pricing; other quotes were stale and not priced daily. UBSGAM did not price the securities at fair value until it held a meeting of the firm’s Global Valuation Committee more than two weeks after UBSGAM began receiving “price tolerance reports” identifying the discrepancies between the purchase prices and the valuation of the securities based on the pricing sources. By using the valuations provided by broker-dealers or a third-party pricing service instead of the transaction prices, UBSGAM caused the mutual funds to not follow their own written valuation procedures. These procedures required the securities to be valued at the transaction price until UBSGAM received a response to a price challenge based on the discrepancy identified in the price tolerance report, or UBSGAM made a fair value determination. The procedures provided that the transaction price could be used for up to five business days until a decision needed to be made to determine the fair value. By failing to implement these procedures, UBSGAM aided and abetted and caused the funds to violate Rule 38a-1 under the Investment Company Act.
The SEC’s order further finds that because the securities were not properly or timely priced at fair value, the NAVs of the funds were misstated between one cent and 10 cents per share for several days in June 2008. Consequently, the mutual funds sold, purchased, and redeemed their shares based on inaccurately high NAVs on those days. UBSGAM thus aided and abetted and caused the funds to violate Rule 22c-1 adopted pursuant to Section 22(c) of the Investment Company Act.
In settling the charges without admitting or denying the SEC’s findings, UBSGAM agreed to be censured and to pay a $300,000 penalty, and also consented to a cease-and- desist order from committing or causing violations of Rules 22c-1 and 38a-1 under the Investment Company Act. The SEC acknowledges the assistance and cooperation of UBSGAM during the examination and investigation.
The SEC’s investigation was conducted by Jamie Davidson, Marlene Key, Steven Levine, and Eric Phillips of the Chicago Regional Office. The SEC examination team that referred the matter to enforcement officials included Maureen Dempsey, Matthew Harris, Leora Hughes, Stanton Nelson, and Susan Weis of the Chicago Regional Office. (Press Rel. 2012-8)
SEC Inspector General H. David Kotz to Leave Commission
The Securities and Exchange Commission today announced that Inspector General H. David Kotz will leave the agency at the end of January to join a private investigative services firm. Since he was appointed in December 2007, Mr. Kotz directed many important investigations and audits that led to significant improvements of the agency’s operations.
“David has been a committed public servant who has served the agency with great distinction for the past four years,” said SEC Chairman Mary L. Schapiro. “His work helped us to identify areas where we needed to improve the way we operate, bolster our resources, and upgrade our technology.”
Mr. Kotz said, “I am tremendously proud of the accomplishments of my office and the agency over the past four years. The reports we have issued have not only been significant to the agency, Congress and the investing public, but they have also directly resulted in a transformation of many of the divisions and offices of the Commission. While I will miss doing this important work, I am gratified knowing that nearly every aspect of the SEC has been significantly improved in the four years since I was named Inspector General. I owe particular thanks to Chairman Schapiro for her leadership and support of the Office of Inspector General.”
Mr. Kotz intends to join the investigative services firm of Gryphon Strategies as a Managing Director in its Washington D.C. office. He plans to focus on conducting corporate fraud investigations as well as assisting whistleblowers in exposing fraud and improving government accountability.
Mr. Kotz previously served as the Inspector General of the Peace Corps and worked in several other senior level capacities for the U.S. Agency for International Development (USAID). Prior to his government service, Mr. Kotz practiced at private law firms, including Pepper Hamilton LLP in Washington D.C. Mr. Kotz graduated cum laude from the University of Maryland in 1987 with a BA in Government and Politics, and earned his JD at Cornell Law School in 1990. (Press Rel. 2012-9)
Enforcement proceedings
In the Matter of RS Investment Management, Inc., RS Investment Management, L.P., G. Randall Hecht and Steven M. Cohen
On January 13, 2012, the Commission issued an Order Modifying Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act of 1940, and Sections 9(b) and 9(f) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order as to RS Investment Management, Inc. and RS Investment Management, L.P. (“Order”).
On October 6, 2004, the Commission instituted administrative and cease-and-desist proceedings pursuant to Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act of 1940 and Sections 9(b) and 9(f) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (the “2004 Order”) against, among others, RS Investment Management, Inc. and RS Investment Management, L.P (RS). The Order modifies the 2004 Order by relieving RS of the obligations to continue to: (1) hold a shareholders’ meeting at which the Board of Trustees for RS is elected not less than every fifth calendar year in accordance with paragraph 25.b. of the 2004 Order; (2) establish and maintain a Compliance Systems Committee in accordance with paragraph 26.a.iii. of the 2004 Order; and (3) undertake a periodic compliance review in accordance with paragraph 28 of the 2004 Order. All other provisions of the 2004 Order remain in effect. (Rels. IA-3353; IC-29917; File No. 3-11696)
In the Matter of 1ST Global Stock Transfer LLC and Helen Bagley
The United States Securities and Exchange Commission (Commission) announced the issuance of an Order Making Findings and Imposing Remedial Sanctions Pursuant to Sections 17A(c)(3) and 17A(c)(4) of the Securities Exchange Act of 1934 (Order) against 1st Global Stock Transfer LLC and Helen Bagley. This Order is being issued following acceptance by the Commission of Offers of Settlement by both Respondents in this administrative proceeding, which was instituted on November 4, 2011. The Order revokes the registration of 1st Global as a transfer agent, and bars Helen Bagley from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization.
The Order finds that on August 1, 2011, after the Commission’s motion for summary judgment against the Respondents was granted, a final judgment was entered against the Respondents by the District Court in SEC v. CMKM Diamonds, Inc., et al., 2:08-cv-0437-LRH-RJJ (D. Nev.), permanently enjoining them from violating the securities registration provisions of the Securities Act, and additionally permanently barring Bagley from participating in an offering of penny stock. The Order further finds that in granting the Commission summary judgment, the Court concluded that it was undisputed that Bagley was the individual who removed the restrictive legends from stock certificates for at least 270 billion shares of CMKM Diamonds, Inc. stock and that both Respondents were necessary participants and substantial factors in the sale of unrestricted CMKM stock in violation of Section 5 of the Securities Act.
The Respondents consented to the Order without admitting or denying the findings set forth in the Order, except as to jurisdiction and the entry of the injunction against them. (Rel. 34-66157; File No. 3-14614)
In the Matter of BSK & Tech, Inc.
An Administrative Law Judge has issued an Order Making Findings and Revoking Registration by Default (Default Order) in BSK & Tech, Inc., Admin. Proc. No. 3-14533. The Order Instituting Proceedings alleged that BSK & Tech, Inc. (BSK), repeatedly failed to file required periodic reports while its securities were registered with the Securities and Exchange Commission. The Default Order finds these allegations to be true and revokes the registration of each class of registered securities of BSK, pursuant to Section 12(j) of the Securities Exchange Act of 1934. (Rel. 34-66160; File No. 3-14533)
In the Matter of Chalmer E. Detling, II, Esq.
The United States Securities and Exchange Commission (Commission) announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission’s Rules of Practice, Making Findings and Imposing Remedial Sanctions (Order) against Chalmer E. Detling, II, Esq. (Detling). The Order finds that Detling, an attorney licensed in Georgia, served as legal counsel in 2006 to Charles A. Aiken (Aiken) and Aiken Continental, L.L.C. (Aiken Continental) in connection with the offer and sale of industrial development revenue bonds by Raleigh County, West Virginia in October 2006 (the Bond Transaction). In 2006, Detling also represented Aiken in a prior, unrelated criminal proceeding. In October 2006, Aiken Continental acquired Continental Casket, Inc. (Continental Casket), a casket manufacturer based in Beckley, West Virginia. Aiken, at the time an employee of Continental Casket, was able to complete this acquisition through financing that Raleigh County, West Virginia made possible through the Bond Transaction. Aiken Continental was the conduit borrower and received proceeds from the Bond Transaction in order to acquire Continental Casket.
On December 29, 2011, the Commission filed a Complaint against Detling in the United States District Court for the Northern District of Georgia, Atlanta Division. The case is United States Securities and Exchange Commission v. Chalmer E. Detling, II, Esq., (Civil Action No. 1:11-cv-4565-TWT). On January 5, 2012, the Court entered a final judgment in that case, upon Detling’s consent, ordering that Detling be permanently enjoined from future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act), and Rule 10b-5 thereunder; and from aiding and abetting violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Detling was ordered to pay $10,000 in disgorgement, $3,052 in prejudgment interest, and a $25,000 civil penalty.
The Commission’s Complaint alleged, among other things, that Detling made material misrepresentations and omissions in connection with the Bond Transaction. Detling failed to disclose to key participants to the Bond Transaction that Aiken had been indicted for financial fraud in late 2005 and that Detling was in the process of negotiating a plea agreement for Aiken just before the bonds were issued in October 2006. In addition, Detling failed to disclose material information about a $200,000 loan to Aiken and Aiken Continental from a company that was partially owned by Detling, in order to facilitate the closing of the transaction. Detling’s failure to disclose details about Aiken’s criminal proceeding and the loan rendered certain statements in the bonds’ Official Statement (the OS) materially misleading. By reviewing the OS, which was distributed to investors in connection with the transaction, and failing to correct the misstatements and omissions therein, Detling aided and abetted the violations of Aiken and Aiken Continental. In addition, Detling signed an opinion letter as counsel to Aiken Continental in which he made false and misleading representations.
Based on the above, the Order suspends Detling from appearing or practicing before the Commission as an attorney, with the ability to apply for reinstatement after five years from the date of the Order. Detling consented to the issuance of the Order without admitting or denying the findings except that he admitted the entry of the final judgment. (Rel. 34-66161; File No. 3-14696)
SEC Charges Issuer, Officers, and Auditor with Fraud
On January 9, 2012, the Securities and Exchange Commission charged Florida-based Imperiali, Inc., one current and one former officer, and its former auditor for their involvement in a fraudulent disclosure and accounting scheme.
The SEC’s Complaint alleges that between 2005 and 2008, Daniel Imperato orchestrated a scheme to use Imperiali, a business development company that Imperato owned and controlled, to defraud investors by making it appear that Imperiali was a thriving multinational corporation with several wholly-owned businesses, when in fact it was nothing more than a shell corporation. The Complaint alleges that Imperiali raised approximately $2.5 million using offering materials that included numerous material misrepresentations and omissions, and that Imperato and Fiscina drafted, reviewed, and certified at least 16 materially false and misleading registration statements, periodic reports and current reports with the Commission on behalf of Imperiali. Among other things, the Complaint alleges that those filings overvalued Imperiali’s virtually worthless assets at amounts ranging from $3.5 million to $269 million, and failed to disclose the issuance of millions of shares of restricted stock. The Complaint also alleges that O’Donnell failed to audit Imperiali’s financial statements in accordance with Public Company Accounting Oversight Board (PCAOB) Standards, and issued audit reports on Imperiali’s financial statements that he knew or was reckless in not knowing contained materially false and misleading information.
The SEC’s complaint charges that Imperiali and Imperato violated, or aided and abetted violations of, Sections 5(a), 5(a), and 17(a) of the Securities Act of 1933, Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5, 12b-20, 13a-1, 13a-11, and 13a-13 thereunder; that Imperiali also violated Sections 18(d), 31(a), and 34(b) of the Investment Company Act of 1940 (Investment Company Act) and rule 31a-1 thereunder; that Imperato also violated Sections 13(b)(5) and 15(a) of the Exchange Act and rules 13b2-1, 13b2-2, and 13a-14 thereunder, and Section 34(b) of the Investment Company Act; and that O’Donnell violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The SEC seeks permanent injunctions and civil penalties from each defendant, disgorgement with prejudgment interest from Imperiali and Imperato, and an officer and director bar against Imperato, and Fiscina.
Without admitting or denying the SEC’s allegations, Fiscina has consented to the entry of a final judgment that permanently enjoins him from future violations of Section 17(a) of the Securities Act, Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1, 13b2-2, and 13a-14 thereunder, and Section 34(b) of the Investment Company Act, and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-11, and 13a-13 thereunder, and bars him from acting as an officer or director of a public company. The Fiscina final judgment does not impose a civil penalty against him based on his sworn inability to pay. The settlement is subject to the Court’s approval. [SEC v. Imperiali, Inc., Daniel Imperato, Charles Fiscina, and Lawrence O’Donnell Civil Action No. 9:12-cv-80021 (S.D. Fla.)] ( LR-22224; AAE Rel. 3355)
SEC Files Amended Complaint Adding Additional Charge Against Three Swiss Entities in Insider Trading Case
The Securities and Exchange Commission announced today that it has filed an amended complaint in a pending action against three Swiss-based entities previously charged with insider trading. On July 15, 2011, the Commission filed a complaint charging defendants Compania International Financiera S.A. (Compania”), Coudree Capital Gestion S.A. (“Coudree”), and Chartwell Asset Management Services (“Chartwell”) with insider trading in violation of Section 10(b) of the Exchange Act, alleging that the defendants traded ahead of a July 11, 2011 public announcement that Swiss-based Lonza Group Ltd. would acquire Connecticut-based Arch Chemicals, Inc.
Today, the Commission filed an amended complaint adding an additional claim for relief under the tender offer antifraud provisions of the Exchange Act, specifically Section 14(e) and Rule 14e-3 thereunder. The Commission amended its complaint because the Lonza acquisition of Arch Chemicals was in the form of a tender offer. The Commission’s amended complaint now charges the defendants with violating Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and Rule 14e-3. The amended complaint seeks permanent injunctions, disgorgement of illegal trading profits plus prejudgment interest, and civil monetary penalties.
The Commission’s action remains pending. [Securities and Exchange Commission v. Compania International Financiera S.A., et al., Civil Action No. 11-cv-04904-JPO (SDNY)]
For additional information, see Press Release No. 2011-149 (July 18, 2011) and Litigation Release Nos. 22049 (Jul. 20, 2011) and 22055 (Aug. 1, 2011). [SEC v. Compania International Financiera S.A., et al., Civil Action No. 11-cv-04904-JPO, United States District Court, Southern District of New York] ( LR-22226)
SEC Charges Sales Director With Insider Trading in Company Securities
The Securities and Exchange Commission today announced that it charged a sales director at Santa Ana, Calif.-based data storage manufacturer STEC Inc. with insider trading in company securities based on non-public information he learned on the job.
The SEC’s complaint filed on January 13, 2012 in the U.S. District Court for the Central District of California, alleges that Farzin Bazshushtari, who lives in Mission Viejo and is STEC’s Director of Industrial Distribution, purchased 7,000 STEC shares on April 27, 2009, after learning about STEC’s positive first quarter financial results. When those results were announced publicly on May 11, STEC’s stock price jumped 30 percent.
The SEC further alleges that Bazshushtari purchased another 5,500 shares on May 27, 2009, after seeing internal weekly sales reports indicating that STEC would outperform second quarter guidance. He additionally purchased 200 STEC call options on June 10. When the company publicly increased second quarter revenue guidance on June 16 to reflect the surging sales, STEC’s stock price jumped 26 percent.
According to the SEC’s complaint, Bazshushtari made total profits of $76,676.50 by trading on inside information. Bazshushtari knew that he violated company policies when he placed the trades. His April 27 purchase was made during a “blackout” period when STEC employees were prohibited from trading in company stock. He purchased STEC call options despite STEC employees being prohibited from trading in STEC options, which give holders the right to buy or sell shares in the future. Bazshushtari further violated STEC’s written insider trading and ethics policies when he traded on margin and held his STEC securities in a margin account.
Bazshushtari agreed to settle the SEC’s charges by paying $76,676.50 in disgorgement and a $76,676.50 penalty. Bazshushtari also has consented without admitting or denying the SEC’s allegations to a permanent injunction from further violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. [SEC v. Farzin Bazshushtari, United States District Court for the Central District of California, Civil Action No. CV12-00354GHX.] ( LR-22227)
Self-Regulatory Organizations
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change filed by the C2 Options Exchange, Incorporated (SR-C2-2012-001) to amend the Fees Schedule has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of January 16. (Rel. 34-66148)
A proposed rule change filed by The NASDAQ Stock Market LLC to amend Rules 4613(a)(2)(F) and (G) to allow Exchange Market Makers to opt out of the Automated Quote Management Service (SR-NASDAQ-2012-009) 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 January 16. (Rel. 34-66153)
Proposed Rule Change
The NASDAQ Stock Market LLC has filed a proposed rule change (SR-NASDAQ-2012-002) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to adopt an alternative to the $4 initial listing bid price requirement for the Nasdaq Capital Market of either $2 or $3, if certain other listing requirements are met. Publication is expected in the Federal Register during the week of January 16. (Rel. 34-66159)
Securities Act Registrations
The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.
Registration statements may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html. S-4 Aon Global Ltd, 8 DEVONSHIRE SQUARE, LONDON, X0, EC2M 4PL,
(44) 20 7623 5500 - 0 ($16,404,339,156.00) Equity, (File 333-178991 -
Jan. 13) (BR. 01A)
F-1 AVG Technologies N.V., GATWICKSTRAAT 9-39, 1043 GL, Amsterdam, P7,
00000, 31-20-5226210 - 0 ($125,000,000.00) Equity, (File 333-178992 -
Jan. 13) (BR. 03)
S-1 ZEONS GLOBAL INC., 2961 W. MACARTHUR BLVD #131, SANTA ANA, CA, 92704,
888.582.1118 - 1,000,000 ($25,000,000.00) Equity, (File 333-178993 -
Jan. 13) (BR. 04)
S-8 EUROSITE POWER INC, 45 FIRST AVENUE, WALTHAM, MA, 02451, 781 622 1120 -
4,500,000 ($4,500,000.00) Equity, (File 333-179002 - Jan. 13) (BR. 02)
S-3D Apple REIT Seven, Inc., 814 EAST MAIN STREET, RICHMOND, VA, 23219,
804.344.8121 - 0 ($55,000,000.00) Equity, (File 333-179005 - Jan. 13)
(BR. 08C)
S-3ASR ACTUANT CORP, ATTN: MATT PAULI, N86 W12500 WESTBROOK CROSSING,
MENOMONEE FALLS, WI, 53051, 262-293-1524 -
0 ($0.00) Unallocated (Universal) Shelf, (File 333-179006 - Jan. 13)
(BR. 06A)
S-8 ACTUANT CORP, ATTN: MATT PAULI, N86 W12500 WESTBROOK CROSSING,
MENOMONEE FALLS, WI, 53051, 262-293-1524 - 0 ($23,270,000.00) Equity,
(File 333-179007 - Jan. 13) (BR. 06A)
S-3 Legend Oil & Gas, Ltd., 1420 5TH AVE STE 2200, SEATTLE, WA, 98101,
206-274-5165 - 0 ($50,000,000.00) Unallocated (Universal) Shelf,
(File 333-179008 - Jan. 13) (BR. 04A)
S-3 Legend Oil & Gas, Ltd., 1420 5TH AVE STE 2200, SEATTLE, WA, 98101,
206-274-5165 - 0 ($6,000,000.00) Equity, (File 333-179009 - Jan. 13)
(BR. 04A)
S-8 ACACIA RESEARCH CORP, 500 NEWPORT CENTER DRIVE, 7TH FLOOR,
NEWPORT BEACH, CA, 92660, 9494808300 - 500,000 ($18,330,000.00) Equity,
(File 333-179010 - Jan. 13) (BR. 03B)
S-1 LUCY'S WATER WORLD INC, 4790 CAUGHLIN PKWAY, STE 387, RENO, NV, 89519,
775-851-7397 - 1,000,000 ($20,000.00) Equity, (File 333-179012 -
Jan. 13) (BR. )
S-3 WALTER INVESTMENT MANAGEMENT CORP, 3000 BAYPORT DRIVE, SUITE 1100,
TAMPA, FL, 33607, 813-421-7600 -
0 ($1,500,000,000.00) Unallocated (Universal) Shelf, (File 333-179013 -
Jan. 13) (BR. 08B)
F-1 RNK Global Development Acquisition Corp.,
Suite 101, No.26 Wen Hua Each Road, Huilongguan, Changping District,
Beijing, F4, 102208, (86 10) 8405 3678 - 0 ($61,537,600.00) Equity,
(File 333-179014 - Jan. 13) (BR. 08B)
S-1 CERTUSHOLDINGS, INC., 1170 PEACHTREE STREET NW, SUITE 2300, ATLANTA,
GA, 30309, 678-293-1045 - 0 ($223,577,180.00) Equity,
(File 333-179015 - Jan. 13) (BR. )
S-1 AUDIENCE INC, 4906 EL CAMINO REAL, SUITE 205, LOS ALTOS, CA, 94022,
650 903 3508 - 0 ($75,000,000.00) Equity, (File 333-179016 - Jan. 13)
(BR. )
F-1 SPROTT PHYSICAL PLATINUM & PALLADIUM TRUST, SUITE 2700, SOUTH TOWER,
ROYAL BANK PLAZA, 200 BAY STREET, TORONTO, A6, M5J 2J1, 416-362-7172 -
0 ($115,000,000.00) Other, (File 333-179017 - Jan. 13) (BR. )
S-3 Swisher Hygiene Inc., 4725 PIEDMONT ROW DRIVE, SUITE 400, CHARLOTTE,
NC, 28210, 704 364 7707 - 3,183,541 ($11,206,064.32) Equity,
(File 333-179018 - Jan. 13) (BR. 08B)
Recent 8K Filings
Form 8-K is used by companies to file current reports on the following events:
1.01
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Entry into a Material Definitive Agreement
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1.02
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Termination of a Material Definitive Agreement
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1.03
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Bankruptcy or Receivership
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2.01
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Completion of Acquisition or Disposition of Assets
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2.02
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Results of Operations and Financial Condition
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2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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2.04
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
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2.05
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Cost Associated with Exit or Disposal Activities
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2.06
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Material Impairments
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3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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3.02
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Unregistered Sales of Equity Securities
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3.03
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Material Modifications to Rights of Security Holders
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4.01
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Changes in Registrant's Certifying Accountant
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4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
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5.01
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Changes in Control of Registrant
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5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer
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5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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5.04
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Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
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5.05
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Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
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5.06
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Change in Shell Company Status
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6.01
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ABS Informational and Computational Material.
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6.02
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Change of Servicer or Trustee.
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6.03
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Change in Credit Enhancement or Other External Support.
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6.04
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Failure to Make a Required Distribution.
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6.05
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Securities Act Updating Disclosure.
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7.01
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Regulation FD Disclosure
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8.01
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Other Events
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9.01
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Financial Statements and Exhibits
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8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html. STATE
NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT
1 800 FLOWERS COM INC DE 5.02 01/12/12
3Power Energy Group Inc. NV 1.01,3.02,4.01,5.02, 01/13/12
9.01
99 CENTS ONLY STORES CA 2.01,3.01,3.03,5.01, 01/12/12
5.02,5.03,5.07,8.01,
9.01
99 CENTS ONLY STORES CA 1.01,2.03,9.01 01/13/12
ACACIA RESEARCH CORP DE 2.01,7.01,9.01 01/12/12
ACME PACKET INC DE 5.02,9.01 01/13/12
ACRO INC. NV 5.02 01/09/12
Ally Auto Assets LLC DE 1.01,8.01,9.01 01/11/12
Ally Financial Inc. DE 8.01,9.01 01/13/12
AMEREN CORP MO 8.01 01/10/12
AMERICAN BIO MEDICA CORP NY 4.01,9.01 01/12/12 AMEND
AMERICAN CAMPUS COMMUNITIES INC MD 1.01,2.03,9.01 01/10/12
AMERICAN REALTY CAPITAL HEALTHCARE TR MD 8.01,9.01 01/13/12
AMERICAN REALTY CAPITAL HEALTHCARE TR MD 9.01 01/13/12
AMERIGROUP CORP 1.01,8.01,9.01 01/12/12
Ampio Pharmaceuticals, Inc. DE 5.02,9.01 01/09/12
Andatee China Marine Fuel Services Co DE 5.02,9.01 01/12/12
AON CORP DE 1.01,5.02,7.01,9.01 01/12/12
APACHE CORP DE 5.02,9.01 01/11/12
Apple REIT Ten, Inc. VA 1.01 01/11/12
ARCHER DANIELS MIDLAND CO DE 2.05,2.06,9.01 01/09/12
ARDENT MINES LTD 5.02 01/12/12
Armour Residential REIT, Inc. MD 1.01,8.01,9.01 01/09/12
AT&T INC. DE 1.03 01/11/12
AT&T INC. DE 8.01 01/13/12
AUSTRALIAN OIL & GAS CORP DE 5.02 01/13/12
Azur Pharma Public Ltd Co L2 5.07 01/13/12
BANK OF AMERICA CORP /DE/ DE 3.03,8.01,9.01 01/12/12
Bank of Marin Bancorp CA 7.01,9.01 01/13/12
Baron Energy Inc. NV 3.02,5.02 01/10/12
BAY BANKS OF VIRGINIA INC VA 8.01 01/12/12
BELLAVISTA CAPITAL INC MD 2.02,9.01 01/13/12
BENIHANA INC DE 5.07 01/10/12
BG Medicine, Inc. DE 5.02,9.01 01/09/12
Bidz.com, Inc. CA 3.01 01/10/12
BIG 5 SPORTING GOODS CORP DE 2.02,9.01 01/11/12
BIOHEART, INC. FL 1.01,2.03,3.02,9.01 01/13/12
BIOZONE PHARMACEUTICALS, INC. NV 3.02,9.01 01/11/12
BLYTH INC DE 1.01,3.02,9.01 01/13/12
BOK FINANCIAL CORP ET AL OK 5.02 01/10/12
BreitBurn Energy Partners L.P. DE 1.01,2.03,7.01,9.01 01/10/12
C&D TECHNOLOGIES INC DE 2.01,3.03,5.01,5.03, 01/13/12
8.01,9.01
CAMDEN PROPERTY TRUST TX 1.01,9.01 01/11/12
CenterState Banks, Inc. FL 2.01,9.01 11/01/11 AMEND
CENTRAL FEDERAL CORP DE 8.01,9.01 01/12/12
CHAMPIONS ONCOLOGY, INC. DE 5.02 01/09/12
CLEAN TRANSPORTATION GROUP, INC. 1.01,2.01,5.01,5.03, 01/11/12 AMEND
5.06,9.01
CNS RESPONSE, INC. DE 1.01,2.03,3.02 01/09/12
CODORUS VALLEY BANCORP INC PA 5.05 01/10/12
Cole Credit Property Trust Inc MD 7.01,8.01,9.01 01/11/12
Colony Financial, Inc. MD 2.01,9.01 01/09/12
COMMUNITY FIRST INC TN 5.02 01/13/12
COMPETITIVE TECHNOLOGIES INC DE 9.01 03/04/11 AMEND
COMPETITIVE TECHNOLOGIES INC DE 9.01 05/31/11 AMEND
Comstock Mining Inc. NV 7.01,9.01 01/13/12
CONCHO RESOURCES INC DE 8.01,9.01 01/13/12
Conmed Healthcare Management, Inc. DE 1.01,5.02,9.01 01/11/12
CONVENIENTCAST INC. NV 4.01 12/27/11
Converted Organics Inc. DE 1.01,2.03,3.02,9.01 01/12/12
CORE LABORATORIES N V P7 7.01,9.01 01/13/12
CPI CORP DE 2.02 01/13/12
CREATIVE LEARNING Corp DE 4.01,9.01 09/01/11
CSP INC /MA/ MA 2.02,9.01 01/12/12
CVR PARTNERS, LP DE 7.01,9.01 01/13/12
CYTODYN INC CO 8.01,9.01 01/13/12
DELCATH SYSTEMS INC DE 8.01 01/12/12
DELCATH SYSTEMS INC DE 8.01,9.01 01/13/12
DELTA PETROLEUM CORP/CO CO 7.01,9.01 01/13/12
DIGITAL ANGEL CORP DE 2.01 07/22/11 AMEND
DIODES INC /DEL/ DE 5.02 12/26/11
DUNE ENERGY INC DE 1.01,9.01 01/10/12
DYNACQ HEALTHCARE INC NV 5.02 01/10/12
ENER1 INC FL 1.01,9.01 01/09/12
Energy Transfer Partners, L.P. DE 1.01,7.01,9.01 01/09/12
Energy Transfer Partners, L.P. DE 1.01,2.01,2.03,7.01, 01/11/12
9.01
Ensco plc 8.01,9.01 01/13/12
Ensco plc 8.01,9.01 01/13/12
ENTERGY CORP /DE/ DE 8.01,9.01 01/13/12
EVERGREEN ENERGY INC DE 8.01 01/13/12
Federal Home Loan Bank of Atlanta X1 5.02 12/05/11 AMEND
Federal Home Loan Bank of Chicago X1 7.01,9.01 01/13/12
Federal Home Loan Bank of Des Moines X1 5.02 11/07/11 AMEND
FIELDPOINT PETROLEUM CORP CO 7.01,9.01 01/12/12
FIRST CENTURY BANKSHARES INC WV 5.02 01/11/12
FIRST SOUTH BANCORP INC /VA/ VA 2.02,9.01 01/13/12
FNB CORP/FL/ FL 5.02 01/12/12
FREDERICK'S OF HOLLYWOOD GROUP INC /N NY 1.01,5.02,5.07,9.01 01/11/12
FS Energy & Power Fund DE 2.02,5.02,9.01 01/11/12
FUEL DOCTOR HOLDINGS, INC. DE 1.01,9.01 01/01/12
FULLCIRCLE REGISTRY INC NV 1.01,8.01,9.01 08/26/11
GENTA INC DE/ DE 8.01 01/13/12
Glen Rose Petroleum CORP DE 5.02,9.01 01/09/12
GLOBAL CASINOS INC UT 1.01 01/10/12
Global Growth Trust, Inc. MD 1.01 01/10/12
Global Indemnity plc L2 5.02 01/09/12
Global Telecom & Technology, Inc. DE 7.01 01/10/12
GLOBALSCAPE INC DE 5.02,9.01 01/13/12
GOLDMAN SACHS GROUP INC DE 9.01 01/13/12
Golub Capital BDC, Inc. DE 2.02,9.01 01/13/12
GRANITE CITY FOOD & BREWERY LTD MN 1.01,9.01 01/10/12
GREEN DOT CORP DE 5.02 01/10/12
GREEN PLANET GROUP, INC. NV 4.01,5.02,9.01 01/03/12
HEMACARE CORP /CA/ CA 1.01,8.01,9.01 01/09/12
HF FINANCIAL CORP DE 5.02,9.01 01/13/12
HICKOK INC OH 2.02,9.01 09/30/11
Hoku Corp DE 3.01 01/12/12
HOSPITALITY PROPERTIES TRUST MD 8.01,9.01 01/12/12
HPC POS SYSTEM, CORP. NV 3.02,9.01 01/04/12
HURCO COMPANIES INC IN 2.02,9.01 01/13/12
HUTCHINSON TECHNOLOGY INC MN 8.01,9.01 01/13/12
ILLINOIS TOOL WORKS INC DE 8.01,9.01 01/13/12
Imperial Resources, Inc. 8.01,9.01 01/10/12
INLAND REAL ESTATE CORP MD 8.01,9.01 01/13/12
INSIGNIA SYSTEMS INC/MN MN 8.01 12/29/11
INTERNATIONAL BARRIER TECHNOLOGY INC A1 7.01,9.01 01/13/12
INTERNATIONAL GAME TECHNOLOGY NV 1.01,7.01,9.01 01/12/12
INTEST CORP DE 1.01 01/09/12
JAZZ PHARMACEUTICALS INC DE 5.02,8.01 01/11/12
Jingwei International LTD NV 5.02,9.01 01/12/12
JOHNSON & JOHNSON NJ 8.01 12/19/11
JPMORGAN CHASE & CO DE 2.02,9.01 01/13/12
JPMORGAN CHASE & CO DE 7.01,9.01 01/13/12
KAISER ALUMINUM CORP DE 8.01,9.01 01/13/12
KBR, INC. DE 8.01,9.01 01/13/12
KEMET CORP DE 2.02,8.01,9.01 01/13/12
LEGACY RESERVES LP DE 8.01 01/12/12
Liberator, Inc. FL 7.01,9.01 01/13/12
Life Technologies Corp DE 8.01,9.01 01/13/12
Lithium Exploration Group, Inc. NV 1.01,9.01 01/12/12
LOCAL.COM DE 5.02,9.01 01/09/12
MACK CALI REALTY CORP MD 1.01,5.02,9.01 01/12/12
Macy's, Inc. DE 2.03,9.01 01/13/12
MAGELLAN PETROLEUM CORP /DE/ DE 3.02,8.01,9.01 01/10/12
MAGNUM HUNTER RESOURCES CORP DE 8.01,9.01 01/13/12
MANAGEMENT NETWORK GROUP INC 5.02 01/13/12
MARTIN MIDSTREAM PARTNERS LP DE 1.01,2.03,9.01 01/13/12 AMEND
Mass Hysteria Entertainment Company, NV 1.01,3.02,9.01 01/04/12
Merck & Co. Inc. NJ 8.01,9.01 01/10/12
MESABI TRUST NY 2.02,9.01 01/13/12
MIDDLESEX WATER CO NJ 8.01,9.01 01/13/12
Midwest Energy Emissions Corp. DE 4.01,9.01 01/09/12
MINDEN BANCORP, INC. LA 5.02,7.01,9.01 01/10/12
MMRGlobal, Inc. DE 1.01 01/09/12
MOHEGAN TRIBAL GAMING AUTHORITY 2.02,9.01 01/13/12
MOHEGAN TRIBAL GAMING AUTHORITY 2.02,9.01 01/13/12
MOOG INC NY 5.07 01/11/12
MRC GLOBAL INC. DE 5.03,8.01,9.01 01/10/12
MSC INDUSTRIAL DIRECT CO INC NY 5.07 01/12/12
NEAH POWER SYSTEMS, INC. NV 1.01,3.02,9.01 01/13/12
NEOMEDIA TECHNOLOGIES INC DE 5.02 01/11/12
NEUSTAR INC 5.02,9.01 01/11/12
NEW YORK COMMUNITY BANCORP INC DE 5.02 01/12/12
NEWS CORP 8.01,9.01 01/12/12
Noble Corp / Switzerland V8 5.02,9.01 01/09/12
OCZ TECHNOLOGY GROUP INC DE 1.01,9.01 01/09/12
OFFICIAL PAYMENTS HOLDINGS, INC. DE 5.03,8.01,9.01 01/12/12
OMNI BIO PHARMACEUTICAL, INC. CO 7.01,9.01 01/13/12
One E-Commerce Corp NV 1.01,9.01 01/10/12
Onstream Media CORP FL 2.02,9.01 01/13/12
ORAMED PHARMACEUTICALS INC. NV 8.01,9.01 01/13/12
ORIGINOIL INC NV 8.01,9.01 01/13/12
OSL HOLDINGS INC. 1.01,2.01,3.02,5.01, 10/10/11 AMEND
9.01
PANTRY INC DE 5.02,9.01 01/10/12
PENSKE AUTOMOTIVE GROUP, INC. DE 1.01,8.01,9.01 01/10/12
PG&E CORP CA 8.01 01/12/12
Pharmasset Inc 5.02 01/13/12
PIONEER POWER SOLUTIONS, INC. DE 9.01 06/28/11 AMEND
POINDEXTER J B & CO INC DE 5.02,9.01 09/12/11 AMEND
POSITIVEID Corp DE 1.01,3.02,5.03,7.01, 01/11/12
9.01
POWER EFFICIENCY CORP DE 7.01 01/12/12
PREMIERWEST BANCORP OR 8.01,9.01 01/13/12
PRIVATE MEDIA GROUP INC NV 5.07 01/11/12
PRUDENTIAL FINANCIAL INC NJ 8.01 01/11/12
PSM HOLDINGS INC NV 9.01 11/01/11 AMEND
RADIAN GROUP INC DE 2.02,9.01 01/13/12
RAMCO GERSHENSON PROPERTIES TRUST MD 5.02,9.01 01/12/12
REDWOOD TRUST INC MD 5.02,7.01,9.01 01/12/12
REGAL ENTERTAINMENT GROUP DE 5.02 01/11/12
REPROS THERAPEUTICS INC. DE 8.01 01/13/12
REX AMERICAN RESOURCES Corp DE 9.01 11/01/11 AMEND
RF MICRO DEVICES INC NC 2.02,9.01 01/10/12
RIVERVIEW BANCORP INC WA 8.01,9.01 01/13/12
Rockville Financial, Inc. /CT/ CT 5.02,9.01 01/09/12
Sanchez Energy Corp DE 3.02,5.02,9.01 01/13/12
SaveDaily Inc NV 9.01 08/22/11 AMEND
SCHNITZER STEEL INDUSTRIES INC OR 2.02,9.01 01/09/12
SCHNITZER STEEL INDUSTRIES INC OR 2.02,9.01 01/09/12
SEACHANGE INTERNATIONAL INC DE 5.02,7.01,9.01 01/13/12
SENIOR HOUSING PROPERTIES TRUST MD 5.03,9.01 01/12/12
SG BLOCKS, INC. DE 2.01,9.01 11/04/11 AMEND
SGB International Holdings Inc. A1 3.02,8.01,9.01 12/29/11
SIGA TECHNOLOGIES INC DE 1.01,5.02,9.01 01/13/12
Skinny Nutritional Corp. NV 3.02,5.02 01/09/12
SkyPeople Fruit Juice, Inc FL 4.01 12/23/11 AMEND
SLM Student Loan Trust 2003-14 8.01,9.01 01/13/12
SLM Student Loan Trust 2004-1 8.01,9.01 01/13/12
SLM Student Loan Trust 2004-10 DE 8.01,9.01 01/13/12
SLM Student Loan Trust 2004-5 8.01,9.01 01/13/12
SLM Student Loan Trust 2004-8 DE 8.01,9.01 01/13/12
SM Energy Co DE 7.01,9.01 01/12/12
Solar Power, Inc. CA 1.01,9.01 01/10/12
SOUTHERN CALIFORNIA EDISON CO CA 8.01,9.01 01/11/12
Spirit Airlines, Inc. DE 1.01,9.01 01/13/12
STEEL DYNAMICS INC IN 2.03,8.01,9.01 01/11/12
STEINER LEISURE Ltd C5 2.01,9.01 11/01/11 AMEND
Strats(SM) Trust for JPMorgan Chase C 8.01,9.01 01/03/12
STRATS(SM) Trust For Morgan Stanley S 8.01,9.01 01/03/12
SUMMIT FINANCIAL GROUP INC WV 5.02,7.01,9.01 12/20/11 AMEND
TALEO CORP DE 5.02 01/10/12
Tamir Biotechnology, Inc. DE 1.01,9.01 12/08/11 AMEND
THERMOGENESIS CORP DE 1.01,9.01 01/10/12
TNP Strategic Retail Trust, Inc. MD 1.01,9.01 01/12/12
TOWERSTREAM CORP DE 5.02,9.01 12/08/11 AMEND
TransMontaigne Partners L.P. DE 8.01 01/13/12
TransMontaigne Partners L.P. DE 4.01,9.01 12/15/11 AMEND
TripAdvisor, Inc. DE 2.02,9.01 01/13/12
U S GOLD CORP CO 8.01,9.01 01/13/12
UNISOURCE ENERGY CORP AZ 3.02 01/11/12
URBAN OUTFITTERS INC PA 5.02,9.01 01/09/12
USEC INC DE 2.06 01/13/12
VALPEY FISHER CORP MD 8.01,9.01 01/13/12
VENTRUS BIOSCIENCES INC DE 8.01,9.01 01/13/12
VIBE RECORDS, INC. NEVADA NV 3.02,5.02 01/13/12
VICTORY ENERGY CORP NV 5.03,8.01,9.01 01/12/12
WaferGen Bio-systems, Inc. NV 5.02,9.01 01/12/12
WALTER INVESTMENT MANAGEMENT CORP MD 8.01,9.01 01/13/12
Weatherford International Ltd./Switze V8 5.02 01/12/12
WebMD Health Corp. DE 2.02,5.02,7.01,9.01 01/09/12
WESTLAKE CHEMICAL CORP 8.01,9.01 01/13/12
WHOLE FOODS MARKET INC TX 5.02 01/11/12
WINN DIXIE STORES INC FL 5.02,8.01,9.01 01/09/12
WINTRUST FINANCIAL CORP IL 8.01 01/13/12
XATA CORP /MN/ MN 5.02 01/09/12
Zentric, Inc. NV 5.03,9.01 01/13/12
ZILLOW INC WA 2.01,9.01 10/31/11 AMEND
ZYNGA INC DE 8.01,9.01 01/12/12
http://www.sec.gov/news/digest/2012/dig011712.htm
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