Securities and Exchange Commission Suspends Trading in the Securities of A-Power Energy Generation Systems, Ltd. (“A-Power”) For Failing to Make Required Periodic Filings and Failing to Disclose That Its Independent Auditor Has Resigned
The U.S. Securities and Exchange Commission announced the temporary suspension of trading in A-Power’s securities, commencing at 9:30 a.m. EDT on July 3, 2012 and terminating at 11:59 p.m. EDT on July 17, 2012.
The Commission temporarily suspended trading in A-Power’s securities due to a lack of current and accurate information about the company because it has not filed periodic reports with the Commission since it filed its annual report on Form 20-F on March 31, 2010 for the year ended December 31, 2009. In addition, A-Power failed to disclose that its independent auditor resigned after A-Power’s management informed the auditor that it did not intend to regain current filing status with the Commission. 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 these companies.
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 companies 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 these companies that have 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 contact Douglas McAllister, Assistant Director, at (202) 551-4767, or Carlisle Perkins, Senior Counsel, at (202) 551-4822, or by e-mail at firstname.lastname@example.org or email@example.com. (Rel. 34-67337)
Ken C. Joseph Named Head of Investment Adviser/Investment Company Examination Program in SEC's New York Regional Office
The Securities and Exchange Commission today announced the appointment of Ken C. Joseph to lead the Investment Adviser/Investment Company Examination Program in the agency’s New York Regional Office.
Mr. Joseph has worked for the past 16 years as a Staff Attorney, Branch Chief, and Assistant Director in the SEC’s Division of Enforcement in Washington, D.C., and New York. Most recently, Mr. Joseph has been an Assistant Director in the Enforcement Division’s Asset Management Unit, where he has played a leading role in cases involving investment advisers and investment companies, including hedge funds and private equity firms. In his new role, he will manage approximately 100 accountants, examiners, attorneys, and support staff involved in the examination of investment companies and investment advisers in New York and New Jersey.
“Ken brings enormous talent, industry, and enthusiasm for our work. He has long been a key contributor in our enforcement efforts and I am very much looking forward to working with him as he applies his considerable skills to our examination efforts,” said Andrew M. Calamari, Acting Regional Director for the New York Office.
Carlo di Florio, Director of the SEC’s Office of Compliance Inspections and Examinations (OCIE), added, “I am pleased to welcome Ken to his new position. Over his career at the SEC, and most recently as a member of the Asset Management Unit, he has worked extensively with OCIE on critical cases involving investment advisers and investment companies. He will be a significant contributor to the national examination program’s mission to promote compliance, prevent fraud, inform policy, and identify risk at a time of significant regulatory change.”
Mr. Joseph said, “Over the years, I have had the pleasure of working with the dedicated examiners in the New York office on many complex and cutting-edge cases in the investment adviser and investment company areas. It is truly an honor to lead a team that has an unwavering commitment to fostering compliance with the securities laws.”
Mr. Joseph earned his B.S. and M.B.A. degrees from St. John’s University and his J.D. from the University of North Carolina at Chapel Hill School of Law.
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. 2012-128)
Securities and Exchange Commission Orders Hearing on Registration Suspension or Revocation Against Five Public Companies For Failure to Make Required Periodic Filings
On July 2, 2012, 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 five companies for failure to make required periodic filings with the Commission:
In this Order, the Division of Enforcement (Division) alleges that the five issuers are delinquent in their required periodic filings with the Commission.
In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the Administrative Law Judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, are true. The Administrative Law Judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-67334; File No. 3-14934)
In the Matter of Eric David Wanger and Wanger Investment Management Inc.
On July 2, 2012, the Commission issued an Order Making Findings and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 (Securities Act), Section 21C of the Securities Exchange Act of 1934 (Exchange Act), Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act of 1940 (Advisers Act) and Section 9(b) of the Investment Company Act of 1940 (Order) against Eric David Wanger (Wanger) and Wanger Investment Management Inc. (Wanger Management).
In the Order, the Commission finds that Wanger and Wanger Management repeatedly marked the closing price of certain stocks held by the Wanger Long Term Opportunity Fund II, LP (Fund) to artificially inflate the Fund’s performance results in an attempt to attract new investors and keep current investors. The Commission also finds that Wanger and Wanger Management engaged in wrongful principal securities transactions with the Fund to repay unauthorized transfers of funds from the Fund’s account to Wanger Management’s account. The Commission further finds that Wanger and Wanger Management failed to timely file required forms with the Commission reporting purchases of securities as required by Section 16(a) of the Securities Exchange Act of 1934 and Rule 16a-3 thereunder.
Based on the conduct described above, the Commission finds that: (1) Wanger willfully violated Sections 17(a)(1) and 17(a)(3) of the Securities Act, Sections 10(b) and 16(a) of the Exchange Act and Rules 10b-5 and 16a-3 thereunder and Sections 206(1), 206(2), 206(3), and 206(4) of the Advisers Act, and Rule 206(4)-8 thereunder, and willfully aided and abetted and caused Wanger Management’s violations of Sections 206(1), 206(2) and 206(4) of the Advisers Act and Rule 206(4)-8, and (2) that Wanger Management willfully violated Section 17(a)(1), 17(a)(2), and 17(a)(3) of the Securities Act, Sections 10(b) of the Exchange Act and Rule 10b-5 thereunder and Sections 206(1), 206(2), 206(3), and 206(4) of the Advisers Act, and Rule 206(4)-8 thereunder and willfully aided and abetted and caused the Fund’s violations of Section 16 of the Exchange Act and Rule 16a-3.
Without admitting or denying the Commission’s findings, Wanger has consented to the entry of a cease-and-desist order, a one year industry bar, and a $75,000 civil penalty. Wanger Management consented to the entry of a cease-and-desist order, a censure, and disgorgement of management fees totaling $2,269.81, plus prejudgment interest. (Rels. 33-9331; 34-67335; IA-3427; IA-30126; File No. 3-14676)
Commission Orders Hearings on Registration Suspension or Revocation against A-Power for Failure to Make Required Periodic Filings
In conjunction with this trading suspension, the Commission today also instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registration of each class of the securities of A-Power for failure to make required periodic filings with the Commission:
In this Order, the Division of Enforcement (Division) alleges that the Respondent is delinquent in its required periodic filings with the Commission.
In these proceedings, 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 Rule 13a-1 thereunder, are true. The judge in the proceedings 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 the proceedings issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-67338; File No. 3-14935)
In the Matter of ProElite, Inc.
An Administrative Law Judge issued an Initial Decision in ProElite, Inc., Admin. Proc. 3-14806. The Initial Decision finds that ProElite, Inc., an issuer of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act), failed to comply with Exchange Act Section 13(a) 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 ordered the revocation of the registration of each class of the issuer’s registered securities. (Initial Decision No. 463; File No. 3-14806)
SEC v. Gold Standard Mining Corp., et al.
On June 29, 2012 the United States Securities and Exchange Commission (Commission) filed an action in the United States District Court for the Central District of California against Gold Standard Mining Corp. (Gold Standard), its Chief Executive Officer/Chief Financial Officer Panteleimon Zachos (Zachos), attorney Kenneth G. Eade (Eade), auditor E. Randall Gruber (Gruber) and his firm Gruber & Company LLC (Gruber & Co.).
In its complaint, the Commission alleges that, between May 2009 and April 2011, Gold Standard filed numerous reports about its purported Russian gold mining operations that were materially false and misleading in various respects. According to the complaint, Gold Standard represented that it had acquired a Russian gold mining company known as Ross Zoloto Co., Ltd. (Ross Zoloto), but did not inform investors that it had agreed to allow the prior owner of Ross Zoloto to keep profits from existing operations or of issues surrounding Russian government registration or approval of the business combination. The complaint also alleges that Gold Standard filed false or misleading financial statements.
The complaint alleges that Gold Standard and Zachos were responsible for these misstatements, and that Eade, Gruber and Gruber & Co. substantially assisted Gold Standard in making these false and misleading statements. The complaint further alleges that Gruber & Co., through its sole member Edward Randall Gruber, misrepresented in an audit opinion that it had audited the company’s 2007, 2008 and 2009 consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board.
Without admitting or denying the allegations in the Commission’s complaint, Gold Standard and Zachos consented to final judgments pursuant to which Gold Standard will be enjoined from violating 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-11 and 13a-13 thereunder, and Zachos will be enjoined from violating Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13a-14 thereunder 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. Zachos will also be barred from serving as an officer or director of a public company. The judgments are subject to court approval.
The complaint alleges that Eade and Gruber aided and abetted Gold Standard’s violations of Sections 10(b) and 13(a) of the Exchange Act and Rules 10b-5(b), 12b-20, 13a-11, and 13a-13 thereunder; Gruber & Co. violated Sections 10(b) and 10A(a) of the Exchange Act and Rule 10b-5(b) thereunder, and aided and abetted the violations of Gold Standard of Sections 10(b) and 13(a) of the Exchange Act and Rules 10b-5(b), 12b-20, 13a-11, and 13a-13 thereunder; and Gruber violated Section 10A(a) of the Exchange Act and aided and abetted the violations of Gruber & Co. of Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder or, in the alternative, in liable as a control person of Gruber & Co. LLC with respect to those violations pursuant to Section 20(a) of the Exchange Act. The Commission seeks permanent injunctions, disgorgement, prejudgment interest and civil penalties against Eade, Gruber and Gruber & Co. and seeks to bar Eade from serving as an officer or director of a public company. [SEC v. Gold Standard Mining Corp. (formerly known as Fluid Solutions Inc.), Panteleimon Zachos, Kenneth G. Eade, Edward Randall Gruber, CPA, and Gruber & Company, LLC, Civil Action No. CV-12-5662 PA (CWx) (C.D. Cal.)] (LR-22408)
SEC Freezes Assets of Missing Georgia-Based Investment Adviser
The Securities and Exchange Commission (SEC) announced that it has obtained a court order freezing the assets of a Georgia-based investment adviser who has apparently gone into hiding after orchestrating a $40 million investment fraud.
The SEC alleges that Aubrey Lee Price raised money from more than 100 investors living primarily in Georgia and Florida by selling shares in an unregistered investment fund (PFG) that he managed. Price purported to invest fund assets in traditional marketable securities, but he also made illiquid investments in South America real estate and a troubled South Georgia bank. In order to conceal mounting losses of investor funds, Price created bogus account statements with false account balances and returns that were provided to investors and bank regulators.
According to the SEC’s complaint filed in U.S. District Court for the Northern District of Georgia, Price is believed to be a resident of Lowndes County in Georgia after moving from Manatee County, Fla.
The SEC alleges that Price began his scheme in 2008. According to PFG’s private placement memorandum, the investment objective was to achieve “positive total returns with low volatility” by investing in a variety of opportunities, including equity securities traded on the U.S. markets. A significant portion of PFG investor funds – approximately $36.9 million – was placed in a securities trading account at a broker-dealer. The trading account suffered massive trading losses and money was frequently wire-transferred to PFG’s operating bank account. Throughout the time during which PFG suffered trading losses, client account statements prepared by Price were made available to investors indicating fictitious amounts of assets and investment returns.
According to the SEC’s complaint, Price has sent a letter to some individuals dated June 2012 and titled “Confidential Confession For Regulators – PFG, LLC and PFGBI, LLC Summary.” In the 22-page letter, Price admits that he “falsified statements with false returns” in order to conceal between $20 million and $23 million in investor losses.
The SEC’s complaint charged Price and his related companies, PFG, LLC; PFGBI, LLC; Montgomery Asset Management, LLC (Florida); and Montgomery Asset Management, LLC (Georgia) with violations of Section 10(b) and of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and further charged Price and Montgomery Asset Management, LLC (Florida) with violations of Sections 206(1), (2) and (4) of the Investment Advisers Act of 1940 and Rule 206(4)-8 thereunder.
The Honorable Timothy C. Batten, Sr. granted the SEC’s request for a temporary restraining order and entered an asset freeze for the benefit of investors against Price, PFG, and his affiliated entities. Judge Batten has scheduled a court hearing on July 13, 2012 for the SEC’s motion for a preliminary injunction.
Anyone with information about Price’s whereabouts should contact the Atlanta office of the Federal Bureau of Investigation at 404-679-9000 or the Lowndes County Sheriff’s Office at 229-671-2985. [SEC v. Aubrey Lee Price, et al. Case No. 1:12-CV-2296 (N.D. Ga.)] (LR-22409)
Notice of Applications for Deregistration under the Investment Company Act of 1940
For the month of June 2012, a notice has been issued giving interested persons until July 24, 2012, to request a hearing on any of the following applications for an order under Section 8(f) of the Investment Company Act of 1940 declaring that the applicant has ceased to be an investment company:
(Rel. IC-30124 – June 29)
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change filed by EDGX Exchange, Inc. relating to new market access risk management service, EdgeRisk ControlsSM (SR-EDGX-2012-21) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication in the Federal Register is expected during the week of July 2. (Rel. 34-67266)
A proposed rule change (SR-NSX-2012-09) filed by National Stock Exchange, Inc. to modify the NSX Fee and Rebate Schedule has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication in the Federal Register is expected during the week of July 2. (Rel. 34-67319)
A proposed rule change (SR-CBOE-2012-059), filed by Chicago Board Options Exchange, Incorporated, relating to the Penny Pilot Program has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication in the Federal Register is expected during the week of July 2. (34-67322)
A proposed rule change (SR-C2-2012-020) filed by C2 Options Exchange, Incorporated, relating to the Penny Pilot Program has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication in the Federal Register is expected during the week of July 2. (Rel. 34-67324)
A proposed rule change, (SR-NASDAQ-2012-075), filed by The NASDAQ Stock Market LLC, relating to extension of the Exchange’s Penny Pilot Program and replacement of Penny Pilot issues that have been delisted has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication in the Federal Register is expected during the week of July 2. (Rel. 34-67325)
A proposed rule change, (SR-Phlx-2012-86), filed by NASDAQ OMX PHLX LLC, relating to extension of the Exchange’s Penny Pilot Program and replacement of Penny Pilot issues that have been delisted has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication in the Federal Register is expected during the week of July 2. (Rel. 34-67326)
Notice of Filing and Immediate Effectiveness of Amendment to the Plan For the Purpose of Developing and Implementing Procedures to Facilitate the Listing and Trading of Standardized Options
A proposed amendment to the Plan for the Purpose of Developing and Implementing Procedures to Facilitate the Listing and Trading of Standarized Options (4-443) filed by NASDAQ OMX BX, Inc. pursuant to Section 11A(a)(3) of the Securities Exchange Act of 1934 to add NASDAQ OMX BX, Inc. as a Sponsor has become effective. Publication in the Federal Register is expected during the week of July 2. (Rel. 34-67327)
Approval of Rule Change
The Commission has approved a proposed rule change filed pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934 by the Fixed Income Clearing Corporation (FICC) to clarify the ability of FICC’s Government Securities Division to use implied volatility indicators as part of the volatility model in its clearing fund formula (SR-FICC-2012-04). Publication in the Federal Register is expected during the week of July 2. (Rel. 34-67336)
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-3 PROVECTUS PHARMACEUTICALS INC, 7327 OAK RIDGE HWY, SUITE B, KNOXVILLE, TN, 37931, 865-769-4011 - 0 ($100,000,000.00) Equity, (File 333-182476 - Jul. 2) (BR. 01B) S-8 GRAMERCY CAPITAL CORP, 420 LEXINGTON AVE, NEW YORK, NY, 10170, 2125942700 - 4,500,000 ($11,160,000.00) Equity, (File 333-182477 - Jul. 2) (BR. 08B) F-10 TECK RESOURCES LTD, 550 BURRARD ST, SUITE 3300, BENTALL 5, VANCOUVER, A1, V6C 0B3, 604 699-4000 - 0 ($4,450,000,000.00) Debt, (File 333-182478 - Jul. 2) (BR. 09A) S-1 Patient Safety Technologies, Inc, TWO VENTURE PLAZA, TWO VENTURE, SUITE 350, IRVINE,, CA, 92618, 949-387-2277 - 2,499,998 ($4,249,996.00) Equity, (File 333-182481 - Jul. 2) (BR. 10B) S-4 TILE SHOP HOLDINGS, INC., 14000 CARLSON PARKWAY, PLYMOUTH, MN, 55441, 763-852-2978 - 0 ($267,750,000.00) Equity, (File 333-182482 - Jul. 2) (BR. 02) S-B Japan Bank for International Cooperation, 4-1 Otemachi 1-chome, Chiyoda-ku, Tokyo, M0, 100-8144, 000-000-0000 - 0 ($4,218,250,000.00) Debt, (File 333-182490 - Jul. 2) (BR. DN) S-3 WISCONSIN PUBLIC SERVICE CORP, 700 NORTH ADAMS STREET, PO BOX 19001, GREEN BAY, WI, 54307-9001, 9204331459 - 30,000,000 ($30,000,000.00) Equity, (File 333-182491 - Jul. 2) (BR. 02B) S-8 Digital Domain Media Group, Inc., 10250 SW VILLAGE PARKWAY, PORT ST. LUCIE, FL, 34987, 772-345-8000 - 0 ($70,681,849.69) Equity, (File 333-182492 - Jul. 2) (BR. 05C) S-8 OneBeacon Insurance Group, Ltd., 1 BEACON LANE, CANTON, MA, 02021, 7813327000 - 0 ($25,720,000.00) Equity, (File 333-182493 - Jul. 2) (BR. 01A) S-3ASR SWIFT ENERGY CO, 16825 NORTHCHASE DR STE 400, HOUSTON, TX, 77060, 2818742700 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-182496 - Jul. 2) (BR. 04B) S-8 Vulcan Materials CO, 1200 URBAN CENTER DRIVE, BIRMINGHAM, AL, 35242, (205) 298-3000 - 6,800,000 ($248,404,000.00) Equity, (File 333-182498 - Jul. 2) (BR. 09B) S-3 PACIFIC PREMIER BANCORP INC, 1600 SUNFLOWER AVE 2ND FLOOR, COSTA MESA, CA, 92626, 714-431-4000 - 50,000,000 ($50,000,000.00) Unallocated (Universal) Shelf, (File 333-182499 - Jul. 2) (BR. 07C) S-1 MPLX LP, 200 E. HARDIN STREET, FINDLAY, OH, 45840, (419) 421-2582 - 0 ($365,000,000.00) Limited Partnership Interests, (File 333-182500 - Jul. 2) (BR. ) S-4 Prestige Brands, Inc., 90 NORTH BROADWAY, IRVINGTON, NY, 10533, (914) 524-6810 - 250,000,000 ($250,000,000.00) Non-Convertible Debt, (File 333-182501 - Jul. 2) (BR. 01B) S-3ASR LKQ CORP, 500 WEST MADISON STREET, SUITE 2800, CHICAGO, IL, 60661, 312-621-1950 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-182502 - Jul. 2) (BR. 05B) S-8 General Growth Properties, Inc., 110 N. WACKER DRIVE, CHICAGO, IL, 60606, 312-960-5000 - 0 ($34,340,000.00) Equity, (File 333-182504 - Jul. 2) (BR. 08B) S-3 Galena Biopharma, Inc., 310 N. STATE STREET, SUITE 208, LAKE OSWEGO, OR, 97034, 855 855 GALE - 0 ($5,111,633.60) Equity, (File 333-182505 - Jul. 2) (BR. 01B) S-3D SOUTH JERSEY INDUSTRIES INC, 1 SOUTH JERSEY PLAZA, ROUTE 54, FOLSOM, NJ, 08037, 609-561-9000 - 0 ($150,990,000.00) Equity, (File 333-182507 - Jul. 2) (BR. 02A) S-4 INDEPENDENT BANK CORP, 288 UNION STREET, ROCKLAND, MA, 02370, 7818786100 - 1,257,552 ($31,691,138.00) Equity, (File 333-182508 - Jul. 2) (BR. 07C) S-3 A123 SYSTEMS, INC., 200 WEST STREET, WALTHAM, MA, 02451, 6177785700 - 0 ($330,524,741.00) Equity, (File 333-182511 - Jul. 2) (BR. 10A) S-1 GLOBEIMMUNE INC, 1450 INFINITE DRIVE, LOUISVILLE, CO, 80027, 3036252744 - 0 ($69,000,000.00) Equity, (File 333-182512 - Jul. 2) (BR. 01) S-4 Hilltop Holdings Inc., 200 CRESCENT COURT, SUITE 1330, DALLAS, TX, 75201, 214.855.2177 - 0 ($152,811,683.00) Equity, (File 333-182513 - Jul. 2) (BR. 01A)
Form 8-K is used by companies to file current reports on the following events:
8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.
STATE NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT 21ST CENTURY HOLDING CO FL 1.01,9.01 07/01/12 ABOVENET INC DE 1.02,2.01,3.01,3.03, 07/02/12 5.01,5.02,5.03,7.01, 9.01 ACACIA RESEARCH CORP DE 8.01 06/29/12 ACTIVE NETWORK INC DE 1.01,9.01 07/02/12 ACUITY BRANDS INC DE 2.02,8.01,9.01 06/29/12 ADVANCED PHOTONIX INC DE 2.02,7.01,9.01 06/29/12 ALEXANDERS J CORP TN 1.01,9.01 06/27/12 ALLETE INC MN 2.03,9.01 07/02/12 ALSERES PHARMACEUTICALS INC /DE DE 1.01 06/26/12 American Midstream Partners, LP DE 1.01,2.03,7.01,9.01 06/27/12 AMERICAN SAFETY INSURANCE HOLDINGS LT 8.01,9.01 07/02/12 AMERICAN TOWER CORP /MA/ DE 1.01,2.03,9.01 06/29/12 AMKOR TECHNOLOGY INC DE 1.01,2.03,9.01 06/28/12 AMYLIN PHARMACEUTICALS INC DE 8.01,9.01 06/29/12 ANNALY CAPITAL MANAGEMENT INC MD 8.01,9.01 07/02/12 APPLETON PAPERS INC/WI 1.01,8.01,9.01 06/26/12 APPLIED INDUSTRIAL TECHNOLOGIES INC OH 5.02 06/30/12 ASURE SOFTWARE INC DE 5.07 06/26/12 ATWOOD OCEANICS INC TX 7.01,9.01 06/28/12 AVID TECHNOLOGY, INC. DE 2.05,5.02,7.01,9.01 07/02/12 BENIHANA INC DE 7.01,9.01 07/02/12 BGC Partners, Inc. DE 7.01,9.01 06/27/12 BILL BARRETT CORP DE 5.02,7.01,9.01 07/01/12 BIOPACK ENVIRONMENTAL SOLUTIONS INC. NV 1.01,3.02,9.01 06/29/12 Bizzingo, Inc. NV 7.01,9.01 06/29/12 Bluforest Inc. NV 1.01,9.01 06/27/12 BreitBurn Energy Partners L.P. DE 1.01,7.01,9.01 07/02/12 BRIGHTPOINT INC IN 1.01,2.02,9.01 06/29/12 CABOT CORP DE 8.01,9.01 07/02/12 CADENCE PHARMACEUTICALS INC 7.01 07/02/12 Campus Crest Communities, Inc. MD 8.01,9.01 06/27/12 CapLease, Inc. 1.01,2.03,9.01 06/29/12 CAREFUSION Corp 7.01 07/02/12 CAREFUSION Corp 5.02,9.01 07/02/12 CARROLLTON BANCORP MD 8.01,9.01 07/02/12 China Green Energy Industries, Inc. NV 5.02 07/02/12 CHINA JO-JO DRUGSTORES, INC. 8.01,9.01 07/02/12 CHOICEONE FINANCIAL SERVICES INC MI 5.02 06/30/12 CHRISTOPHER & BANKS CORP DE 5.07 06/28/12 CIG WIRELESS CORP. NV 1.02 06/29/12 CIRCLE STAR ENERGY CORP. NV 8.01 06/18/12 CLEAN WIND ENERGY TOWER, INC. NV 1.01,2.03,3.02,9.01 06/19/12 CLOUD PEAK ENERGY INC. DE 1.01,2.01,7.01,9.01 06/29/12 CMS Bancorp, Inc. DE 8.01,9.01 07/02/12 CNA FINANCIAL CORP DE 8.01,9.01 07/02/12 CNL Healthcare Trust, Inc. MD 1.01,5.07,9.01 06/28/12 CNL LIFESTYLE PROPERTIES INC MD 5.07 06/28/12 COMMERCIAL METALS CO DE 5.02,9.01 06/27/12 Community Alliance, Inc. NV 5.02 07/01/12 COMVERSE TECHNOLOGY INC/NY/ NY 8.01,9.01 07/02/12 CONCHO RESOURCES INC DE 2.01 07/02/12 Constant Contact, Inc. DE 5.02,8.01,9.01 05/03/12 CONSTELLATION BRANDS, INC. DE 1.01,2.03,7.01,9.01 06/28/12 CORINTHIAN COLLEGES INC 5.02 06/26/12 CorMedix Inc. DE 8.01,9.01 06/27/12 COUNTERPATH CORP NV 5.03,8.01,9.01 06/28/12 CUBIST PHARMACEUTICALS INC DE 5.02 07/02/12 Customers Bancorp, Inc. PA 5.07,8.01,9.01 06/27/12 CYTOMEDIX INC DE 7.01,8.01,9.01 06/30/12 DEERE & CO DE 7.01 07/02/12 DELL INC DE 7.01,8.01,9.01 06/30/12 Dialogic Inc. DE 3.01 06/27/12 Diamond Foods Inc DE 8.01 07/02/12 DIAMOND HILL INVESTMENT GROUP INC OH 8.01 07/02/12 Digital Realty Trust, Inc. 8.01,9.01 06/26/12 DTS, INC. DE 8.01,9.01 07/02/12 Eagle Bancorp Montana, Inc. 1.01,7.01,9.01 06/29/12 EAGLE ROCK ENERGY PARTNERS L P DE 7.01,9.01 07/02/12 EASTMAN CHEMICAL CO DE 2.01,2.03,3.03,7.01, 07/02/12 9.01 ECOLOGY COATINGS, INC. NV 1.01 07/02/12 EDAC TECHNOLOGIES CORP WI 8.01,9.01 07/02/12 EQT Midstream Partners, LP DE 1.01,2.01,2.03,3.02, 06/26/12 5.02,5.03,9.01 EverBank Financial Corp DE 1.01,7.01,8.01,9.01 06/30/12 EXOPACK HOLDING CORP 5.02 07/02/12 EXTERRAN HOLDINGS INC. DE 1.01,2.03,9.01 07/02/12 FIFTH THIRD BANCORP OH 8.01,9.01 07/02/12 First Bancorp, Inc /ME/ ME 1.01 07/02/12 FIRST CHINA PHARMACEUTICAL GROUP, INC NV 5.02,7.01,9.01 07/02/12 FIRST COMMUNITY CORP /SC/ SC 1.02 06/28/12 First Connecticut Bancorp, Inc. MD 8.01,9.01 07/02/12 FIRST FEDERAL BANCSHARES OF ARKANSAS AR 5.02 06/26/12 FIRST M&F CORP/MS MS 7.01,9.01 06/29/12 FIRST PACTRUST BANCORP INC MD 5.02,8.01,9.01 07/02/12 FIRST PACTRUST BANCORP INC MD 1.01,9.01 06/30/12 FNB BANCORP/CA/ 8.01,9.01 06/29/12 FOREST CITY ENTERPRISES INC OH 7.01,8.01,9.01 06/28/12 Francesca's Holdings CORP 5.02,7.01,9.01 06/29/12 FURMANITE CORP DE 2.01,5.02,9.01 06/28/12 GAMETECH INTERNATIONAL INC DE 1.03,2.04,8.01,9.01 07/02/12 General Growth Properties, Inc. DE 8.01,9.01 07/02/12 GENESCO INC TN 5.07 06/27/12 Gevo, Inc. DE 1.01,8.01,9.01 06/29/12 Giggles N' Hugs, Inc. NV 1.01,2.01,3.02,5.01, 12/31/11 AMEND 5.02,5.06,9.01 GOLDMAN SACHS GROUP INC DE 9.01 07/02/12 GOOD SAM ENTERPRISES, LLC DE 8.01,9.01 07/02/12 Grand Canyon Education, Inc. DE 5.02 07/02/12 GREAT WALL BUILDERS LTD. TX 4.01,4.02 06/28/12 GREAT WEST LIFE & ANNUITY INSURANCE C CO 5.02 06/30/12 GREATBATCH, INC. DE 2.05,2.06,9.01 07/02/12 Griffin Capital Net Lease REIT, Inc. 2.03,7.01,8.01,9.01 06/29/12 GROUP 1 AUTOMOTIVE INC DE 8.01,9.01 06/27/12 GRYPHON GOLD CORP NV 1.01,2.03,3.02,9.01 04/18/12 AMEND HALCON RESOURCES CORP DE 2.01,8.01,9.01 06/28/12 HARMONIC INC DE 5.03,5.07 06/27/12 HD SUPPLY, INC. DE 7.01 06/29/12 HealthWarehouse.com, Inc. DE 3.02 06/28/12 HEALTHWAYS, INC DE 5.02,9.01 06/28/12 HeartWare International, Inc. DE 8.01 07/02/12 HICKORY TECH CORP MN 4.01 06/28/12 AMEND Hicks Acquisition CO II, Inc. 1.01,8.01,9.01 06/26/12 HOLLY ENERGY PARTNERS LP DE 1.01,2.03,9.01 06/29/12 HOUSTON AMERICAN ENERGY CORP DE 3.01,5.01,9.01 06/27/12 IDO Security Inc. NV 8.01,9.01 06/20/12 iGo, Inc. DE 5.07 06/26/12 INFINITY PHARMACEUTICALS, INC. DE 8.01,9.01 07/01/12 INGRAM MICRO INC DE 1.01,8.01,9.01 06/29/12 INSMED INC VA 1.01,2.03,3.02,9.01 06/29/12 Intcomex, Inc. DE 1.01 06/29/12 Integrated Management Information, In 8.01 06/28/12 INTERLEUKIN GENETICS INC DE 1.01,3.02,5.02,5.03, 06/29/12 9.01 Internet Patents Corp 8.01 06/29/12 ISA INTERNATIONALE INC DE 1.01 06/29/12 ISABELLA BANK CORP MI 5.02 06/27/12 IXIA CA 1.01,2.02,7.01,9.01 06/30/12 JWC Acquisition Corp. DE 8.01 06/29/12 KEATING CAPITAL INC 7.01,9.01 06/29/12 KIT digital, Inc. DE 1.01,2.01,2.05,9.01 06/26/12 KIT digital, Inc. DE 8.01,9.01 07/02/12 KRAFT FOODS INC VA 7.01,9.01 07/02/12 LABORATORY CORP OF AMERICA HOLDINGS DE 7.01 07/02/12 LEXARIA CORP. NV 7.01,9.01 06/27/12 LGL GROUP INC DE 1.01,9.01 06/28/12 LHC Group, Inc 5.02,8.01,9.01 07/02/12 LIBERTY STAR URANIUM & METALS CORP. NV 8.01,9.01 06/29/12 LINCARE HOLDINGS INC DE 8.01,9.01 07/02/12 LIQUIDMETAL TECHNOLOGIES INC DE 5.03,5.07,9.01 06/28/12 LIQUIDMETAL TECHNOLOGIES INC DE 1.01,2.03,3.02,9.01 07/02/12 LITTELFUSE INC /DE DE 5.02,9.01 07/02/12 MAGELLAN PETROLEUM CORP /DE/ DE 5.02 07/02/12 MAGNUM HUNTER RESOURCES CORP DE 7.01,9.01 07/02/12 Manitex International, Inc. MI 1.01,2.03,9.01 06/28/12 MARLIN BUSINESS SERVICES CORP 1.01,2.03,9.01 06/26/12 MARVELL TECHNOLOGY GROUP LTD D0 5.07 06/28/12 MASCO CORP /DE/ DE 7.01 07/01/12 Mattersight Corp DE 1.01,1.02,2.03,9.01 06/29/12 MCGRAW-HILL COMPANIES INC NY 5.02,5.03,9.01 07/02/12 MEDGENICS, INC. DE 5.02,7.01,9.01 06/30/12 MEDIA GENERAL INC VA 5.02,9.01 06/27/12 MEDL Mobile Holdings, Inc. NV 4.02 07/02/12 MEDTOX SCIENTIFIC INC DE 1.01,9.01 07/02/12 MeetMe, Inc. DE 7.01,9.01 07/01/12 MEI Pharma, Inc. DE 5.03,9.01 07/02/12 MEMSIC Inc 5.07 06/28/12 MICRON TECHNOLOGY INC DE 1.01,7.01,9.01 07/02/12 MICROSOFT CORP WA 2.06,9.01 06/28/12 MID PENN BANCORP INC PA 5.02 06/27/12 MONMOUTH REAL ESTATE INVESTMENT CORP MD 5.02,9.01 07/02/12 MS STRUCTURED TILES SERIES 2005-1 DE 8.01 07/02/12 MYMETICS CORP DE 1.01,9.01 06/29/12 MYOS Corp NV 1.01,3.02,7.01,9.01 06/29/12 NANOVIRICIDES, INC. NV 1.01,9.01 06/26/12 AMEND NBC ACQUISITION CORP DE 1.01,9.01 06/29/12 Net Element, Inc. DE 1.01,2.03,9.01 06/26/12 NEWS CORP 8.01,9.01 07/02/12 NEXTERA ENERGY INC FL 5.02 06/27/12 NiMin Energy Corp. A0 2.01,8.01,9.01 06/28/12 NOBLE ROMANS INC IN 5.07 06/27/12 NORTHERN OIL & GAS, INC. 1.01,2.03,8.01,9.01 06/29/12 Northfield Bancorp, Inc. X1 5.02,9.01 06/27/12 NPS PHARMACEUTICALS INC DE 1.01,8.01,9.01 06/29/12 NYSE Euronext DE 1.02,9.01 06/29/12 Oaktree Capital Group, LLC DE 5.02,9.01 06/28/12 Oasis Petroleum Inc. DE 1.01,2.03,7.01,9.01 06/27/12 Omagine, Inc. DE 8.01,9.01 07/02/12 OVERHILL FARMS INC NV 5.07 06/27/12 PACIFIC PREMIER BANCORP INC DE 8.01,9.01 07/02/12 PALMETTO BANCSHARES INC SC 8.01,9.01 07/01/12 PATHFINDER BANCORP INC DE 8.01,9.01 06/29/12 PC MALL INC DE 1.01 06/26/12 PEERLESS SYSTEMS CORP DE 5.02 06/26/12 PennantPark Floating Rate Capital Ltd 7.01,9.01 07/02/12 PennantPark Floating Rate Capital Ltd 7.01,9.01 07/02/12 PENNANTPARK INVESTMENT CORP 7.01,9.01 07/02/12 PEOPLES FINANCIAL SERVICES CORP. PA 9.01 06/30/12 PERFICIENT INC DE 7.01,9.01 07/02/12 PETROLEUM DEVELOPMENT CORP NV 1.01,2.01,2.03,8.01, 07/02/12 9.01 PG&E CORP CA 8.01 07/02/12 Pike Electric CORP 2.01,7.01,9.01 07/02/12 PINNACLE FINANCIAL PARTNERS INC TN 1.01,1.02 06/29/12 PIONEER BANKSHARES INC/VA 1.01,2.03,9.01 06/28/12 POWERSECURE INTERNATIONAL, INC. DE 8.01,9.01 07/02/12 PROCYON CORP CO 1.01,8.01,9.01 06/11/12 PROELITE, INC. NJ 5.02 06/28/12 ProPhase Labs, Inc. NV 8.01,9.01 07/02/12 Protalix BioTherapeutics, Inc. FL 8.01,9.01 07/02/12 PROVECTUS PHARMACEUTICALS INC NV 5.07 06/28/12 PROVIDENT NEW YORK BANCORP DE 5.02,9.01 06/28/12 QUEST SOFTWARE INC CA 1.01,1.02,9.01 06/30/12 RADISYS CORP OR 1.01,2.03,3.02,9.01 06/29/12 RALPH LAUREN CORP DE 5.02,9.01 06/26/12 RDA Holding Co. 2.01,7.01,9.01 07/02/12 REALPAGE INC DE 8.01,9.01 07/02/12 REINSURANCE GROUP OF AMERICA INC MO 7.01 07/02/12 RESMED INC DE 5.02,9.01 07/02/12 REVLON INC /DE/ DE 7.01 07/02/12 RF MONOLITHICS INC /DE/ DE 2.01,3.01,3.03,5.01, 07/01/12 5.02,9.01 ROMA FINANCIAL CORP X1 5.02,9.01 07/02/12 SCOTTS LIQUID GOLD INC CO 2.03,9.01 06/29/12 SEARCH BY HEADLINES.COM CORP. NV 3.02,8.01,9.01 06/29/12 SELECT COMFORT CORP MN 1.01,9.01 07/01/12 Sentio Healthcare Properties Inc MD 1.01 06/28/12 SEQUENTIAL BRANDS GROUP, INC. DE 1.01,2.01,9.01 06/26/12 Sequoia Mortgage Trust 2012-3 8.01,9.01 06/01/12 Shire plc 8.01,9.01 07/02/12 Skinny Nutritional Corp. NV 8.01,9.01 07/02/12 SMART BALANCE, INC. DE 1.01,2.01,2.03,5.02, 07/02/12 7.01,9.01 SOHU COM INC DE 1.01 06/27/12 Solar Capital Ltd. MD 7.01,9.01 07/02/12 SOLITARIO EXPLORATION & ROYALTY CORP. CO 1.01,3.02,9.01 06/26/12 SOLUTIA INC DE 2.01,3.01,3.02,3.03, 07/02/12 5.01,5.02,5.03,8.01, 9.01 SOURCEFIRE INC DE 2.02,5.02,9.01 06/28/12 Spy Inc. DE 1.01,2.03,9.01 06/28/12 SRS LABS INC DE 8.01,9.01 07/02/12 ST JOE CO FL 1.02,9.01 06/26/12 STAKOOL, INC. NV 3.02 04/27/12 Standard Gold CO 5.02,9.01 07/02/12 STILLWATER MINING CO /DE/ DE 8.01,9.01 07/02/12 STW RESOURCES HOLDING CORP. NV 4.02 07/02/12 SUNGARD DATA SYSTEMS INC DE 5.02 06/26/12 SUPERTEL HOSPITALITY INC VA 3.01,9.01 06/29/12 SYNTROLEUM CORP DE 1.01 06/27/12 TANDY BRANDS ACCESSORIES INC DE 5.02,9.01 06/26/12 TAUBMAN CENTERS INC MI 5.02,9.01 07/02/12 TELLABS INC DE 8.01,9.01 07/02/12 TESSERA TECHNOLOGIES INC DE 7.01,9.01 06/29/12 THERAVANCE INC DE 8.01,9.01 07/02/12 THESTREET, INC. DE 5.02 07/02/12 TIDEWATER INC DE 8.01,9.01 06/26/12 TRANS LUX CORP DE 3.03,5.07,9.01 06/26/12 Transcept Pharmaceuticals Inc DE 1.01,9.01 06/26/12 Transocean Ltd. V8 5.02,9.01 06/29/12 TRANSWITCH CORP /DE DE 1.01,2.05,5.02,8.01, 06/27/12 9.01 Tree.com, Inc. DE 4.01,9.01 06/26/12 TREX CO INC DE 8.01,9.01 07/02/12 TRILLIANT EXPLORATION CORP NV 1.01,9.01 07/02/12 Tronox Ltd C3 7.01,9.01 06/29/12 TUESDAY MORNING CORP/DE DE 1.01,5.02,9.01 06/29/12 TURBINE TRUCK ENGINES INC NV 3.02,9.01 07/02/12 UNITED COMMUNITY FINANCIAL CORP OH 2.06 06/26/12 United eSystems, Inc. NV 4.01,9.01 05/11/12 UNITED STATES ANTIMONY CORP MT 1.01,3.02,8.01,9.01 06/29/12 UNITED STATES STEEL CORP DE 5.02,9.01 06/28/12 UNIVEST CORP OF PENNSYLVANIA PA 5.02,8.01,9.01 07/02/12 USA TECHNOLOGIES INC PA 8.01,9.01 07/02/12 VALUECLICK INC/CA DE 1.01,2.02,8.01,9.01 06/28/12 VHGI HOLDINGS, INC. DE 1.01,9.01 06/15/12 Village Bank & Trust Financial Corp. 1.01,9.01 06/26/12 VISION INDUSTRIES CORP FL 8.01,9.01 06/25/12 VMWARE, INC. DE 5.07 06/27/12 Weatherford International Ltd./Switze V8 8.01,9.01 07/01/12 WELLCARE HEALTH PLANS, INC. DE 1.01,9.01 06/28/12 WELLS FARGO & COMPANY/MN DE 9.01 07/02/12 WORLD HEART CORP DE 1.01 07/02/12 WUHAN GENERAL GROUP (CHINA), INC NV 3.01 06/13/12 X-Factor Communications Holdings, Inc DE 1.01,2.01,3.02,4.01, 05/15/12 AMEND 5.01,5.02,5.03,5.06, 9.01 XERIUM TECHNOLOGIES INC DE 1.01,9.01 06/28/12 XERIUM TECHNOLOGIES INC DE 2.05,9.01 07/02/12 XERIUM TECHNOLOGIES INC DE 7.01,9.01 07/02/12 XSUNX INC CO 3.02 06/27/12 Zayo Group LLC DE 1.01,2.01,2.03,3.03, 06/28/12 5.02,7.01,8.01,9.01 ZION OIL & GAS INC DE 8.01,9.01 07/02/12 Zoom Telephonics, Inc. DE 5.07 06/28/12