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COMMISSION ANNOUNCEMENTSSecurities and Exchange Commission Suspends Trading in the Securities of Five Issuers for Failure to Make Required Periodic FilingsThe U.S. Securities and Exchange Commission announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on April 3, 2009, and terminating at 11:59 p.m. EDT on April 17, 2009:
The Commission temporarily suspended trading in the securities of these five issuers due to a lack of current and accurate information about the companies because they have not filed periodic reports with the Commission in over three years. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act). The Commission cautions brokers, dealers, shareholders and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by this company. Brokers and dealers should be alert to the fact that, pursuant to Exchange Act Rule 15c2-11, at the termination of the trading suspensions, no quotation may be entered relating to the securities of the subject company unless and until the broker or dealer has strictly complied with all of the provisions of the rule. If any broker or dealer is uncertain as to what is required by the rule, it should refrain from entering quotations relating to the securities of this company that has been subject to a trading suspension until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. Any broker or dealer with questions regarding the rule should contact the staff of the Securities and Exchange Commission in Washington, DC at (202) 551-5720. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action. If any broker, dealer or other person has any information which may relate to this matter, they should immediately communicate it to the Delinquent Filings Branch of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-59698) Commission MeetingsClosed Meeting - Thursday, April 9, 2009 - 2:00 p.m.The subject matter of the Closed Meeting scheduled for Thursday, April 9, 2009, will be: institution and settlement of an injunctive actions; institution and settlement of administrative proceedings of an enforcement nature; 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 PROCEEDINGSCommission Orders Hearings on Registration Suspension or Revocation Against Five Companies for Failure to Make Required Periodic FilingsIn conjunction with this trading suspension, the Commission today also instituted a public administrative proceeding to determine whether to revoke or suspend for a period not exceeding twelve months the registration of each class of the securities of nine companies for failure to make required periodic filings with the Commission:
In the Order, the Division of Enforcement (Division) alleges that the respective respondents are delinquent in their required periodic filings with the Commission. In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the judge will hear evidence from the Division and the respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, are true. The judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-59699; File No. 3-13428) Securities and Exchange Commission Orders Hearing on Registration Revocation Against Seven Public Companies For Failure to Make Required Periodic FilingsOn April 3, 2009, the Commission instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registrations of each class of the securities of seven companies for failure to make required periodic filings with the Commission:
In this Order, the Division of Enforcement (Division) alleges that the seven issuers are delinquent in their required periodic filings with the Commission. In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the judge will hear evidence from the Division and the respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, are true. The judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-59702; File No. 3-13429) In the Matter of Dan Wise, CPA, a/k/a Danny Wise, CPAOn April 3, 2009, the Commission issued an Order of Suspension Pursuant to Rule 102(e)(2) of the Commission's Rules of Practice (Order) against Dan Wise, CPA, a/k/a Danny Wise, CPA. The Order finds that the Arizona State Board of Accountancy issued a decision and order that found Wise, a Certified Public Accountant in Arizona and California, committed ethical violations and failed to respond to client allegations regarding misappropriation of client funds intended as payments to the Internal Revenue Service. The Order finds that the Arizona State Board of Accountancy revoked Wise's license as a certified public accountant on December 10, 2008. The Order also finds that the revocation of Wise's license as a certified public accountant was within the meaning of Rule 102(e)(2). Based on the above, the Order forthwith suspends Wise from appearing or practicing before the Commission. (Rel. 34-59703; AAER Rel. 2959; File No. 3-13430) In the Matter of Diane M. KeefeAn Administrative Law Judge issued an Initial Decision in Diane M. Keefe, Admin. Proc. 3-13337 (April 3, 2009). The Initial Decision finds that Diane M. Keefe, while portfolio manager of the Pax High Yield Fund, willfully violated Section 34(b) of the Investment Company Act of 1940 and Investment Company Act Rule 31a-1(b)(11) by transmitting to the Pax High Yield Fund handwritten notes that she represented to be of meetings of the Fund's three-person Investment Committee. In fact, the Board of the High Yield Fund never established an Investment Committee for the High Yield Fund as represented in the Fund's prospectuses and proxy statements, and the three-person Investment Committee meetings never occurred. The Administrative Law Judge found that it was in the public interest to suspend Ms. Keefe from association with any investment adviser, broker, or dealer for twelve months. (Initial Decision No. 374; File No. 3-13337) Hearing Held for Failure of Defendant Kermit Silva to Comply With Contempt OrderThe Securities and Exchange Commission announced that on March 20, 2009, the Honorable Linnea R. Johnson, United States Magistrate Judge for the Southern District of Florida, entered an order modifying a previous order holding Kermit Silva in contempt of court for failing to pay a disgorgement and prejudgment interest judgment entered against him. The March 20 order reduced the payments Silva is required to make to satisfy the judgment against him to $500 a month from the previous $2,000 a month. In addition, Silva must submit affidavits documenting his employment and financial status on July 15, 2009, and every ninety days thereafter. Judge Johnson had entered a final judgment against Silva, by consent, on Sept. 29, 2005, requiring him, among other things, to pay $336,307 in disgorgement, $23,952 in prejudgment interest, and a $60,000 civil penalty in three installments. When Silva failed to make all of the required payments, the Court on Oct. 23, 2007 found Silva in contempt and ordered him to make monthly payments of $2,000 towards satisfying the disgorgement and prejudgment interest portion of the final judgment. When Silva ceased making those payments, the Court held a hearing on March 11, 2009, to determine whether to impose further sanctions against Silva for violating the Oct. 23, 2007 order. The Court did not impose further sanctions against Silva and determined because of his current financial situation to reduce his monthly payments to $500. [SEC v. Spear & Jackson, Inc., et al., Case No. 04-CIV-80354-Middlebrooks/Johnson (S.D. Fla.)] (LR-20985) SEC Halts Scheme Promising Exorbitant Returns on College and Retirement SavingsThe Securities and Exchange Commission charged two Southern California women and their two companies with securities fraud, and obtained an emergency court order freezing their assets and halting their multi-level marketing scheme. According to the SEC's complaint, Delilah Proctor, Shauntel McCoy, and their entities, Sun Empire and ECAM, a/k/a Empire Capital Asset Management, raised at least $7 million from a multi-level marketing scheme by promising guaranteed returns on high-yield instruments with domestic and international banks and other offshore entities. In fact, according to the SEC's complaint, Defendants expended investor funds for their own personal use or sent money to other entities under their control. Proctor and McCoy are also alleged to have diverted funds to three additional entities, Sun Commerce and Investment, Infinity Investment Club LLC, and Sunland Investment Club, LLC, which the SEC charged as relief defendants. The SEC's complaint, filed in federal district court in Santa Ana, alleges that Proctor represented to prospective Sun Empire investors they would receive at least $35,000 per month on a $4,995 investment and that their investments were guaranteed to be safe. She allegedly represented that the funds from each investment group are pooled with other investment clubs' funds to create one "super corporation." The complaint alleges that Proctor represented that these pooled funds were then invested in secure offshore investments. Proctor and McCoy are alleged to have told potential ECAM investors they were able to obtain favorable rates for investors' money based on the large sums of pooled money. McCoy allegedly explained that Proctor has access to financial vehicles only available to extremely wealthy individuals. The complaint also alleges that Proctor and McCoy presented several purported investment programs offered by ECAM during presentations at the Desert Palms Hotel and Suites. McCoy described the first program as the College Advantage Program (CAP), in which an investor invests $5,000 and, if the investment is on behalf of a child between the ages of one (1) and nine (9) years old, the investor is guaranteed to receive $1,000,000 by the time the investor's child enters college. McCoy also allegedly described a retirement account similar to an IRA or 401K, which was a purported "roll-over" program that did not require payment of taxes on the appreciation until retirement. McCoy stated that this program had an investment return of 4% every month, equaling an annual return rate of 48%. McCoy also offered certificates of deposit with returns five to ten times higher than those available through banks. McCoy added that these returns are guaranteed. Finally, McCoy and Proctor allegedly offered entry into a pyramid scheme in which individuals interested in ECAM could obtain one of 125 positions in the ECAM organization by accumulating funds to invest in the program. The offered positions purport to be related to the amount of money each person obtained from other investors. McCoy and Proctor promised that investors in ECAM would receive at least a 36% return on their investments per year. The complaint also alleges that they assured investors nothing could happen to the investments and that the investments were never at risk. In fact, according to the complaint, investors did not receive returns as promised and money from investors went into accounts controlled by Proctor instead of going into foreign investments, CD's, or other promised forms of investment. McCoy allegedly claimed the investments complied with securities registration exemptions pursuant to Regulation D of the Securities Act of the 1930s and 1940s, which was not true. Yesterday, the SEC obtained an order (1) freezing the assets of Sun Empire, ECAM, Proctor, and McCoy; (2) requiring accountings; (3) prohibiting the destruction of documents; and (4) granting expedited discovery; and (5) temporarily enjoining Sun Empire, ECAM, Proctor, and McCoy from future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. A hearing on whether a preliminary injunction should be issued against the defendants is scheduled for April 15, 2009 at 8:30 a.m. The SEC also seeks permanent injunctions, disgorgement, and civil penalties against Sun Empire, ECAM, Proctor and McCoy. The SEC acknowledges the assistance of the Federal Bureau of Investigation, the United States Attorney's Office, and the California Department of Financial Institutions. [SEC v. Sun Empire LLC, et al., United States District Court for the Central District of California, Civil Action No. SACV 09-399 DOC (RNBx)] (LR-20986) INVESTMENT COMPANY ACT RELEASESNotices of Deregistration under the Investment Company ActFor the month of March 2009, a notice has been issued giving interested persons until April 21, 2009, to request a hearing on any of the following applications for an order under Section 8(f) of the Investment Company Act declaring that the applicant has ceased to be an investment company. Kelmoore Strategic Trust [File No. 811-9165] SELF-REGULATORY ORGANIZATIONSImmediate Effectiveness of Proposed Rule ChangesThe Options Clearing Corporation filed a proposed rule change (SR-OCC-2009-03) under Section 19(b)(3)(A)(ii) of the Securities Exchange Act of 1934, which proposed rule change became effective upon filing, that adopts a fee for transactions in OCC's Stock Loan/Hedge and Market Loan Programs. Publication is expected in the Federal Register during the week of April 6. (Rel. 34-59635) A proposed rule change by NYSE Amex (SR-NYSEAmex-2009-03) deleting Rule 936C, Cancellation and Adjustment of Index Option Transactions, 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 April 6. (Rel. 34-59660) A proposed rule change filed by the NASDAQ Stock Market (SR-NASDAQ-2009-031) regarding a clerical change has become immediately 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 April 6. (Rel. 34-59673) A proposed rule change filed by New York Stock Exchange to revise transaction fees for the New York Block Exchange (SR-NYSE-2009-38) 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 April 6. (Rel. 34-59677) A proposed rule change filed by the International Securities Exchange (SR-ISE-2009-13) relating to the definition of "Primary Market" has become immediately 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 April 6. (Rel. 34-59680) A proposed rule change filed by NASDAQ OMX BX to modify fees for members using the NASDAQ OMX BX Equities System (SR-BX-2009-018) 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 April 6. (Rel. 34-59682) A proposed rule change (SR-NYSE-2009-32) filed by the New York Stock Exchange to extend until Aug. 31, 2009, the application of the NYSE Arca Transfer Standard 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 April 6. (Rel. 34-59684) A proposed rule change (SR-NYSEAmex-2009-04) filed by NYSE Amex to modify its annual report distribution requirements 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 April 6. (Rel. 34-59685) Proposed Rule ChangesNASDAQ OMX PHLX filed a proposed rule change, and Amendment No. 1 thereto, (SR-Phlx-2009-24) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder relating to increasing Linkage inbound Principal Orders and Principal Acting as Agent Orders. Publication is expected in the Federal Register during the week of April 6. (Rel. 34-59669) Pursuant to Rule 19b-4 under the Securities Exchange Act of 1934, International Securities Exchange filed a proposed rule change (SR-ISE-2007-97) and Amendment No. 1, relating to market data fees. Publication is expected in the Federal Register during the week of April 6. (Rel. 34-59679) New York Stock Exchange filed a proposed rule change (SR-NYSE-2009-37) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder implementing a cap on vendors' administrative charges for NYSE OpenBook. Publication is expected in the Federal Register during the week of April 6. (Rel. 34-59681) Approval of Proposed Rule ChangesThe Commission approved a proposed rule change (SR-BX-2009-008) submitted pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 by the NASDAQ OMX BX allowing entry of orders into the PIP at a price matching the national best bid or offer. Publication is expected in the Federal Register during the week of April 6. (Rel. 34-59654) The Commission granted approval to a proposed rule change (SR-NYSE-2009-12) submitted by the New York Stock Exchange to amend its limited liability company operating agreement and the bylaws of NYSE Market, Inc. to eliminate the requirement that not less than two members of the Board of Directors must qualify as "Non-Affiliated Directors" and a related requirement that not less than two members of the Board of Directors must qualify as "Fair Representation Candidates." Publication is expected in the Federal Register during the week of April 6. (Rel. 34-59683) SECURITIES ACT REGISTRATIONSRECENT 8K FILINGS
http://www.sec.gov/news/digest/2009/dig040309.htm
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