SEC News Digest June 21 2011
Post on: 16 Март, 2015 No Comment
Commission announcements
Securities and Exchange Commission Suspends Trading in the Securities of Animal Cloning Sciences, Inc. (n/k/a Bancorp Energy, Inc.) for Failure to Make Required Periodic Filings
The U.S. Securities and Exchange Commission announced the temporary suspension of trading in the securities of Animal Cloning Sciences, Inc. (n/k/a Bancorp Energy, Inc.) (ANML) commencing at 9:30 a.m. EDT on June 21, 2011, and terminating at 11:59 p.m. EDT on July 5, 2011.
The Commission temporarily suspended trading in the securities of this issuer due to a lack of current and accurate information about the company because it is delinquent in filing its periodic reports 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 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 Group of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-64708 )
Securities and Exchange Commission Suspends Trading in the Securities of Four Issuers for Failure to Make Required Periodic Filings
The 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 June 21, 2011, and terminating at 11:59 p.m. EDT on July 5, 2011.
- Shiming U.S. Inc. (SGUS)
The Commission temporarily suspended trading in the securities of these four issuers due to a lack of current and accurate information about the companies because they are delinquent in filing their periodic reports 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 communicate it to the Delinquent Filings Group of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-64710 )
Change in the Meeting: Time Change
The Open Meeting scheduled for Wednesday, June 22, 2011, at 10:00 a.m. has been changed to Wednesday, June 22, 2011 at 11:00 a.m.
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 proceedings
Commission Orders Hearings on Registration Suspension or Revocation Against Animal Cloning Sciences, Inc. (n/k/a Bancorp Energy, Inc.) for Failure to Make Required Periodic Filings
In conjunction with this trading suspension, the Commission today also instituted separate 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 Animal Cloning Sciences, Inc. (n/k/a Bancorp Energy, Inc.) for failure to make required periodic filings with the Commission.
In the 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 Respondent 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 proceedings will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of the Respondent 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. 34-64709 ; File No. 3-14431)
Commission Orders Hearings on Registration Suspension or Revocation Against Four Companies for Failure to Make Required Periodic Filings
In conjunction with this trading suspension, the Commission today also instituted separate 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 four companies for failure to make required periodic filings with the Commission:
- Shiming U.S. Inc. (SGUS)
In the Order, the Division of Enforcement (Division) alleges that the respective Respondents are delinquent in their 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 Rules 13a-1 and 13a-13 or 13a-16 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. 34-64711 ; File No. 3-14432)
SEC Charges Former CEO at Taylor, Bean and Whitaker Mortgage Corp. with Aiding-and-Abetting TARP Scheme
On June 17, 2011 the Securities and Exchange Commission (SEC) charged Paul R. Allen, the former chief-executive officer at Taylor, Bean and Whitaker Mortgage Corp. (TBW), which was once the nation’s largest non-depository mortgage lender, with aiding-and-abetting the efforts of TBWs former chairman, Lee B. Farkas, to defraud the U.S. Treasury’s Troubled Asset Relief Program (TARP).
According to the SEC’s complaint, filed in U.S. District Court for the Eastern District of Virginia, Farkas, with the substantial assistance of Allen, was responsible for a bogus equity investment that caused Colonial Bank to misrepresent that it had satisfied a prerequisite necessary to qualify for TARP funds. When Colonial Bank’s parent company The Colonial BancGroup, Inc. issued a press release announcing it had obtained preliminary approval to receive $550 million in TARP funds, its stock price jumped 54 percent in the remaining two hours of trading, representing its largest one-day price increase since 1983.
The SEC’s complaint alleges that Farkas falsely told BancGroup that a foreign-held investment bank had committed to financing TBW’s equity investment in Colonial Bank. Farkas also issued a press release on behalf of TBW announcing that TBW had secured the necessary financing for BancGroup. Contrary to his representations to BancGroup and to the investing public, Farkas never secured financing or sufficient investors to fund the capital infusion. When BancGroup and TBW later mutually announced the termination of their stock purchase agreement, essentially signaling the end of Colonial Bank’s pursuit of TARP funds, BancGroup’s stock declined 20 percent. Allen substantially assisted Farkas in making these false statements.
The SEC’s complaint against Allen charges him with aiding and abetting violations of the antifraud provisions of the Securities Exchange Act of 1934 (Exchange Act). Without admitting or denying the SEC’s allegations, Allen consented to the entry of a judgment permanently enjoining him from violation of Section 10(b) of the Exchange Act and Rules 10b-5 thereunder. The preliminary judgment, under which the SEC’s requests for financial penalties against Allen remain pending, was entered by the Honorable Leonie M. Brinkema on June 17, 2011.
The SEC’s investigation is ongoing. The SEC acknowledges the assistance of the Fraud Section of the U.S. Department of Justice’s Criminal Division, the Federal Housing Finance Agency’s Office of the Inspector General, the Federal Bureau of Investigation, the Office of the Special Inspector General for the TARP, the Federal Deposit Insurance Corporation’s Office of the Inspector General, and the Office of the Inspector General for the U.S. Department of Housing and Urban Development. The SEC brought its enforcement action in coordination with these other members of the Financial Fraud Enforcement Task Force .
[SEC v. Allen, 1:11-CV-00657 LMB/JFA (E.D. Va.)] (LR-22007 ; AAE Rel. 3295)
J.P. Morgan Securities to Pay $153.6 Million to Settle SEC Charges of Misleading Investors in CDO Tied to Subprime Mortgages
Harmed Investors Getting their Money Back, Firm to Pay Penalty and Change Practices
On June 21, 2011, the Commission today charged J.P. Morgan Securities LLC (f/k/a J.P. Morgan Securities Inc.) (J.P. Morgan Securities) for misleading investors in connection with a synthetic collateralized debt obligation (CDO) J.P. Morgan Securities structured and marketed. This synthetic CDO, Squared CDO 2007-1 (Squared), was tied to the performance of residential mortgages and was structured and marketed in early 2007 when the United States housing market was beginning to show signs of distress. The Commission also brought charges against an investment advisory firm who participated in the transaction.
J.P. Morgan Securities
According to the Commission’s complaint against J.P. Morgan Securities, filed in the U.S. District Court for the Southern District of New York, the investment portfolio for Squared consisted primarily of credit default swaps (CDS) referencing other CDO securities whose value was tied to the U.S. residential housing market.
The SEC alleges that the marketing materials for Squared all represented that its investment portfolio was selected by GSCP (NJ) L.P. (GSC), a registered investment adviser with experience analyzing credit risk in CDOs. Undisclosed in the marketing materials and unbeknown to investors, the Magnetar Capital LLC hedge fund, which was poised to benefit if the CDOs defaulted, played a significant role in selecting which CDOs should make up the portfolio. While participating in the selection of the investment portfolio, Magnetar shorted a substantial portion of the assets it helped to select by entering into CDS to buy protection on them. The CDO securities Magnetar shorted had a notional value of approximately $600 million, representing over half of Squareds investment portfolio.
J.P. Morgan Securities sold approximately $150 million of the so-called mezzanine tranches of Squareds liabilities representing the riskiest notes of the deal after the equity to a group of approximately 15 institutional investors (Mezzanine Investors). The Mezzanine Investors included a faith-based not-for-profit membership organization headquartered in Minneapolis, Minnesota (Thrivent Financial for Lutherans), a company that provides insurance and retirement products based in Topeka, Kansas (Security Benefit Corporation) and financial institutions located in East Asia (Tokyo Star Bank, Far Glory Life Insurance Company Ltd. Taiwan Life Insurance Company Ltd. and East Asia Asset Management Ltd.). The Mezzanine Investors lost virtually all of their principal.
Without admitting or denying the allegations of the Commissions complaint, J.P. Morgan Securities agreed to settle by consenting to the entry of a final judgment that provides for a permanent injunction from Sections 17(a)(2) and (3) of the Securities Act of 1933, and payment of $18.6 million in disgorgement, $2 million in prejudgment interest and a $133 million penalty, for a total of $153.6 million. Of that amount, $125,869,721 will be returned to the mezzanine investors through a Fair Fund distribution and $27,730,279 will be paid to the U.S. Treasury. The settlement also requires remedial action by J.P. Morgan in its review and approval of offerings of certain mortgage securities. J.P. Morgans consent notes that it voluntarily made payments totaling $56,761,214 to certain investors in a transaction known as Tahoma CDO I. The settlement is subject to Court approval.
Investment Advisory Firm
In a separate complaint also filed in the U.S. District Court for the Southern District of New York, the Commission brought charges against Edward S. Steffelin, the GSC employee who was in charge of the team responsible for selecting the portfolio for Squared.
Steffelin, among other things, permitted Magnetar to select and short collateral and reviewed and edited the term sheet and pitch book before those materials were provided to investors. Also undisclosed in the marketing materials and unbeknownst to investors, Steffelin was seeking employment with Magnetar during the relevant period. The SECs complaint charges Steffelin with violations of Sections 17(a)(2) and (3) of the Securities Act and Section 206(2) of the Investment Advisers Act of 1940. The Commission seeks injunctive relief, disgorgement of profits, prejudgment interest, and civil penalties against Steffelin. Separately, the SEC authorized the institution of administrative proceedings against GSC pursuant to which it consented to the entry of an order requiring GSC to cease and desist from committing or causing violations or future violations of Sections 17(a)(2) and (3) of the Securities Act and Sections 204 and 206(2) of the Advisers Act and Rule 204-2 thereunder. GSC is in bankruptcy, and its settlement is subject to approval by the bankruptcy court. [SEC v. J.P.Morgan Securities LLC (f/k/a J.P. Morgan Securities Inc.), 11-Civ.-4206 (Berman, J.) (S.D.N.Y.); SEC v. Edward S. Steffelin, 11-Civ.-4204 (Cedarbaum, J.) (S.D.N.Y.)] (LR-22008 )
Commission Obtains Temporary Restraining Order and Asset Freeze Against Connecticut Man Who Misappropriated Over $1 Million From Vulnerable Investors
The Securities and Exchange Commission announced that, on June 20, 2011, it filed an emergency enforcement action in federal district court in Connecticut and obtained a temporary restraining order, asset freeze, and other emergency relief against Florin S. Ilovici, of Avon, Connecticut, in connection with a scheme to defraud investors. The Commissions Complaint alleges that, since at least 2008, Ilovici made material misrepresentations in raising over $1 million in investment funds from at least two elderly Connecticut women who lived alone, had little or no family, and had health problems. Instead of investing these funds on their behalf as he promised, Ilovici transferred the investor funds to his personal bank and brokerage accounts where he either lost the funds in risky securities or foreign currency exchange trading or spent the funds on personal expenses, including mortgage and credit card payments, travel, and home improvements, all without the knowledge or authorization of his investors.
The Commissions complaint alleges that Ilovicis conduct violates Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint also names Ilovicis wife, Diana Ilovici, as a Relief Defendant. The Honorable Warren W. Eginton issued a temporary restraining order, prohibiting Ilovici from directly or indirectly continuing to violate the foregoing statutory provisions, and an order freezing Ilovicis assets, as well as certain assets of his wife that are believed to be derived from the proceeds of Ilovicis fraudulent scheme. The Courts order further provides that Ilovici is prohibited from soliciting or accepting additional investor funds and from altering or destroying any relevant documents, and the order also requires Ilovici to provide an accounting of his assets and his use of investor funds. The Courts order also permits the Commission to conduct expedited discovery and provides other relief. In its action, the Commission seeks the entry of a preliminary injunction against Ilovici upon the expiration of the temporary restraining order, the entry of a permanent injunction against Ilovici, disgorgement of ill-gotten gains by both Ilovici and his wife plus pre-judgment interest thereon, and the imposition of a civil monetary penalty against Ilovici. A hearing on the Commissions request for a preliminary injunction has been scheduled for July 8, 2011.
The Commission acknowledges the assistance of the United States Postal Inspection Service. The Commissions investigation is ongoing. [SEC v. Florin S. Ilovici, et al. (United States District Court for the District of Connecticut, Civil Action No. 3:11-CV-00981-WWE)] (LR-22009 )
In the Matter of Gautham Shankar
The Securities and Exchange Commission announced today that on June 8, 2011, The Honorable Jed S. Rakoff of the United States District Court for the Southern District of New York entered a judgment against Gautham Shankar in SEC v. Galleon Management, LP, et al.. 09-CV-8811, an insider trading case the SEC filed on Oct. 16, 2009. The SEC charged Shankar, who was a registered representative and a proprietary trader at the broker-dealer Schottenfeld Group, LLC, during the relevant time period, with using inside information to trade ahead of impending acquisitions and earnings announcements.
In its action, the SEC alleged that, on July 2, 2007, Shankar was tipped with inside information that Hilton Hotels Corp. would be acquired the next day at a significant premium. Also in July 2007, Shankar was tipped with inside information about Google, Inc.s results for its second quarter 2007. In March 2007, Shankar was tipped inside information that Kronos Inc. would be acquired in about a week for a substantial premium. On the basis of the material non-public information he received, Shankar traded in Schottenfeld accounts he managed, as well as an account of a third party.
To settle the SECs charges, Shankar consented to the entry of a judgment that: (i) permanently enjoins him from violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; and (ii) orders him to pay disgorgement of $243,105.59, plus prejudgment interest of $34,462.35. The judgment further provides that the Court later will determine issues relating to a civil penalty. In a related SEC administrative proceeding, Shankar consented to the entry of an SEC order barring him from association with any investment adviser, broker, dealer, municipal securities dealer, or transfer agent. Shankar previously pled guilty to charges of securities fraud and conspiracy to commit securities fraud in a related criminal case, United States v. Gautham Shankar. 10-CR-996 (S.D.N.Y.), and is awaiting sentencing.
The SEC also announced today the entry of a judgment against Shankar in a separate case alleging insider trading in other securities. See SEC v. Cutillo et al.. No. 09-CV-9208 (S.D.N.Y.) (RJS). [SEC v. Galleon Management, LP, et al. Civil Action No. 09-CV-8811 (S.D.N.Y.) (JSR)] (LR-22010 )
Former Schottenfeld Proprietary Trader Gautham Shankar Settles SEC Insider Trading Charges
The Securities and Exchange Commission announced today that on June 8, 2011, The Honorable Richard J. Sullivan of the United States District Court for the Southern District of New York, entered a judgment against Gautham Shankar in SEC v. Cutillo et al. 09-CV-9208, an insider trading case the SEC filed on November 5, 2009. The SEC charged Shankar, who was a registered representative and a proprietary trader at the broker-dealer Schottenfeld Group, LLC during the relevant time period, with using inside information to trade ahead of the June 4, 2007 announced acquisition of Avaya Inc. and the September 28, 2007 announced acquisition of 3Com Corp.
In its complaint, the SEC alleged that Arthur Cutillo, a former attorney with the international law firm of Ropes & Gray LLP, misappropriated from his law firm material, nonpublic information concerning the acquisitions of 3Com and Avaya, and tipped the inside information, through another attorney, to Zvi Goffer, a proprietary trader at Schottenfeld, in exchange for kickbacks. The SEC further alleged that Goffer tipped the inside information to Shankar, who traded in the securities of Avaya and 3Com based on that information. The SEC also alleged that Shankar passed the 3Com tip to his friend, a portfolio manager at a hedge fund advisor, which also traded on this inside information.
To settle the SECs charges, Shankar consented to the entry of a judgment that: (i) permanently enjoins him from violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; and (ii) orders him to pay disgorgement of $111,521, plus prejudgment interest of $13,292. The judgment further provides that upon motion by the SEC, the Court later will determine issues relating to a civil penalty. In a related SEC administrative proceeding, Shankar consented to the entry of an SEC order barring him from association with any investment adviser, broker, dealer, municipal securities dealer, or transfer agent. Shankar previously pled guilty to charges of securities fraud and conspiracy to commit securities fraud in a related criminal case, United States v. Gautham Shankar, 10-CR-996 (S.D.N.Y.), and is awaiting sentencing.
The SEC also announced today the entry of a judgment against Shankar in a separate case alleging insider trading in other securities. See SEC v. Galleon, LP, et al. No. 09-CIV-8811 (S.D.N.Y.) (JSR).
For further information, see Litigation Release No. 21284 (Nov. 5, 2009). [SEC v. Cutillo et al. Civil Action No. 09-CV-9208 (S.D.N.Y.) (RJS)] (LR-22011 )
Self-regulatory organizations
Immediate Effectiveness of Proposed Rule Change
A proposed rule change filed by NASDAQ OMX PHLX (SR-Phlx-2011-83) relating to a remote specialist fee 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 June 20. (Rel. 34-64705 )
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.
www.sec.gov/edgar/searchedgar/companysearch.html .
Recent 8K Filings
Form 8-K is used by companies to file current reports on the following events: