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SEC News Digest
Issue 2012-69
April 10, 2012
enforcement proceedings
Commission Revokes Registration of Securities of HQ Sustainable Maritime Industries, Inc. For Failure to Make Required Periodic Filings
On April 10, 2012, the Commission instituted a settled proceeding pursuant to Section 12(j) of the Securities Exchange Act of 1934 (Exchange Act) revoking the registration of each class of registered securities of HQ Sustainable Maritime Industries, Inc. (HQS) (stock symbol HQSM.PK) for failure to make required periodic filings with the Commission.
Without admitting or denying the findings of the Order Instituting Administrative Proceedings, Making Findings, and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 (Order), except as to jurisdiction, which HQS admitted, HQS consented to the entry of the Order finding that HQS failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of HQS’s securities pursuant to Section 12(j) of the Exchange Act. The Order found that HQS has not filed an annual report on Form 10-K since March 15, 2010, or quarterly reports on Form 10-Q for any fiscal period subsequent to its fiscal quarter ending September 30, 2010. Based on the above, the Order revoked the registration of each class of HQS’s securities registered pursuant to Section 12 of the Exchange Act.
Brokers and dealers should be alert to the fact that Section 12(j) of the Exchange Act provides, in pertinent part, as follows:
No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked…..
(Rel. 34-66775; File No. 3-14839)
Former Syntax-Brillian Corp. Chief Executive Officer Ordered to Pay More Than $11 Million For Insider Trading and Financial Fraud
On April 4, 2012, Judge Susan R. Bolton of the United States District Court for the District of Arizona entered a final judgment against James Li, the former Chief Executive Officer and Director of Syntax-Brillian Corporation (“Syntax”), a developer of high-definition LCD televisions based in Tempe, Arizona. The Court ordered Li to pay disgorgement of $1,673,481, prejudgment interest of $575,472.93, an insider trading penalty of $4,540,443, and a civil penalty of $4,810,000 for his role in the financial fraud scheme. The Commission has previously obtained a permanent injunction against Li from future violations of, among other things, the antifraud, reporting, books and records, internal controls, and misrepresentation to auditor provisions of the federal securities laws. The Court also imposed an officer and director bar against Li.
According to the SEC’s Complaint, from at least June 2006 through April 2008, Li and other members of Syntax’s senior management engaged in a complex scheme to overstate Syntax’s revenues and earnings and artificially inflate its stock price. As a result, Syntax reported false and misleading financial statements beginning in the fiscal year ended June 30, 2006, through the fiscal first quarter ended September 30, 2007. The scheme included the creation of fictitious sales and shipping documents and coordinating the circular transfer of funds among and between Syntax, its primary manufacturer in Taiwan, and its purported distributor in Hong Kong to make it appear that fake invoices were being paid.
The Court previously ordered defendant Thomas Chow to pay disgorgement of $10,370,317, prejudgment interest of $2,567,483, an insider trading penalty of $30,849,951, and a civil penalty of $4,680,000 for his role in the financial fraud scheme, as well as permanently enjoining him from violating the federal securities laws. The Court also issued permanent injunctions against defendants Roger Kao, Christopher Liu, Wayne Pratt, and Robert Chiu, and imposed monetary sanctions. In addition, the Commission obtained officer and director bars against Chow, Liu, and Pratt, and issued an administrative order suspending Pratt and Chiu from appearing or practicing before the Commission as an accountant with the right to reapply after five years.
On March 5, 2012, the Commission, pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange Act”), revoked the registration of each class of Syntax’s securities registered under Section 12 of the Exchange Act. [SEC v. James Li (a/k/a Ching Hua Li), Thomas Chow (a/k/a Man Kit Chow), Roger Kao (a/k/a Chao Chun Kao), Christopher Liu (a/k/a Chi Lei Liu), and Wayne A. Pratt, Civil Action No. CV-11-1712-PHX-SRB (SRB) (D. Ariz.) (LR-22324; AAE Rel. 3379)
Self-Regulatory Organizations
Proposed Rule Changes
NYSE Arca, Inc. filed a proposed rule change (SR-NYSEArca-2012-25) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder relating to listing and trading of the WisdomTree Brazil Bond Fund under NYSE Arca Equities Rule 8.600. Publication is expected in the Federal Register during the week of April 9. (Rel. 34-66753)
NASDAQ OMX PHLX LLC filed a proposed rule change (SR-Phlx-2012-40) relating to quarterly trading requirements applicable to Registered Options Traders. Publication is expected in the Federal Register during the week of April 9. (Rel. 34-66767)
A proposed rule change submitted by The NASDAQ Stock Market LLC (SR-NASDAQ-2012-048) relating to customer fees and rebates in penny pilot options 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 9. (Rel. 34-66768)
The Commission issued a notice of filing of a proposed rule change by the Municipal Securities Rulemaking Board (MSRB) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, consisting of a restatement of an interpretive notice concerning the application of MSRB Rule G-17 to sophisticated municipal market professionals (SR-MSRB-2012-05). Publication is expected in the Federal Register during the week of April 9. (Rel. 34-66772)
Immediate Effectiveness of Proposed Rule Change
A proposed rule change filed by Chicago Board Options Exchange, Incorporated (SR-CBOE-2012-033) related to FLEX options 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 9. (Rel. 34-66769)
Accelerated Approval of Proposed Rule Change
A proposed rule change filed by Chicago Mercantile Exchange Inc. (CME) to comply with revisions to CFTC regulations governing derivatives clearing organizations (SR-CME-2012-09) has been approved on an accelerated basis pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of April 9. (Rel. 34-66773)
Approval of Proposed Rule Change
The Financial Industry Regulatory Authority, Inc. filed Amendment No. 1 to a proposed rule change (SR-FINRA-2011-075) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to amend Rule 13024 of the Code of Arbitration Procedure for Industry Disputes to preclude collective action claims from being arbitrated and the Commission has approved the proposed rule change as modified by Amendment No. 1. Publication is expected in the Federal Register during the week of April 9. (Rel. 34-66774)
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-1 BROADCAST INTERNATIONAL INC, 7050 UNION PARK AVENUE, #600,
SALT LAKE CITY, UT, 84047, 801-562-2252 -
46,320,000 ($14,127,600.00) Equity, (File 333-180621 - Apr. 9) (BR. 02C)
S-1 GBS Enterprises Inc, 585 MOLLY LANE, WOODSTOCK, GA, 30189,
404-474-7256 - 8,064,000 ($9,515,520.00) Equity, (File 333-180626 -
Apr. 9) (BR. 02C)
S-3ASR PARTNERRE LTD, WELLESLEY HOUSE SOUTH, 90 PITTS BAY ROAD, PEMBROKE, D0,
HM 08, 14412920888 - 0 ($0.00) Unallocated (Universal) Shelf,
(File 333-180628 - Apr. 9) (BR. 01B)
S-8 TECHNEST HOLDINGS INC, 352A CHRISTOPHER AVENUE, GAITHERSBURG, MD,
20879, 301-767-2810 - 53,000,000 ($1,007,000.00) Equity,
(File 333-180629 - Apr. 9) (BR. 10C)
S-3ASR ALEXANDERS INC, 210 ROUTE 4 EAST, PARAMUS, NJ, 07652, 201-587-1000 -
0 ($0.00) Other, (File 333-180630 - Apr. 9) (BR. 08C)
S-1 NOVELOS THERAPEUTICS, INC., ONE GATEWAY CENTER, SUITE 504, NEWTON, MA,
02458, 617-244-1616 - 0 ($10,000,000.00) Equity, (File 333-180631 -
Apr. 9) (BR. 01A)
S-3ASR COLONIAL PROPERTIES TRUST, 2101 SIXTH AVE N STE 750, STE 750,
BIRMINGHAM, AL, 35203, 205-250-8700 - 0 ($1.00) Equity,
(File 333-180632 - Apr. 9) (BR. 08C)
S-1 ENTEST BIOMEDICAL, INC., 4700 SPRING STREET, ST 203, LA MESA, CA,
91941, (619) 702-1404 - 23,521,800 ($183,470.04) Equity,
(File 333-180633 - Apr. 9) (BR. 05B)
S-8 JUNIPER NETWORKS INC, 1194 NORTH MATHILDA AVE, SUNNYVALE, CA, 94089,
4087452000 - 0 ($4,857,472.38) Equity, (File 333-180634 - Apr. 9)
(BR. 03A)
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
ADCARE HEALTH SYSTEMS INC OH 1.01,9.01 04/03/12
AEOLUS PHARMACEUTICALS, INC. DE 7.01,9.01 04/09/12
ALLEGHENY TECHNOLOGIES INC DE 1.01,2.03 04/04/12
Ally Financial Inc. DE 8.01,9.01 04/09/12
Ally Financial Inc. DE 5.07 04/06/12
American Caresource Holdings, Inc. DE 8.01 04/09/12
AMERICAN REALTY CAPITAL HEALTHCARE TR MD 8.01,9.01 04/09/12
AMN HEALTHCARE SERVICES INC DE 1.01,1.02,2.03 04/05/12
AOL Inc. DE 1.01 04/05/12
APACHE CORP DE 1.01,9.01 04/03/12
APOLLO GROUP INC AZ 8.01 04/06/12
Behringer Harvard Opportunity REIT II MD 7.01,9.01 04/09/12
BIOCANCELL THERAPEUTICS INC. 8.01 04/04/12
Bitzio, Inc. NV 5.02 04/04/12
Black Ridge Oil & Gas, Inc. DE 1.01,1.02,2.03,7.01, 04/04/12
9.01
Business Development Corp of America MD 5.02 04/09/12
C&J Energy Services, Inc. DE 7.01,9.01 04/09/12
CAFEPRESS INC. DE 2.01,9.01 04/04/12
Care Investment Trust Inc. MD 2.02,7.01,9.01 04/05/12
CASH AMERICA INTERNATIONAL INC TX 7.01,9.01 04/09/12
CENTENE CORP 8.01 04/09/12
CENTRAL GARDEN & PET CO DE 5.02,9.01 04/05/12
CHESAPEAKE MIDSTREAM PARTNERS LP DE 7.01,9.01 04/03/12
COLONIAL PROPERTIES TRUST AL 8.01,9.01 04/09/12
COMMERCETEL CORP NV 4.02,7.01,9.01 03/26/12
Converted Organics Inc. DE 3.02 04/03/12
Cornerstone OnDemand Inc DE 2.01,8.01,9.01 04/05/12
CPI CORP DE 2.05 04/09/12
CRC Health CORP DE 2.02,9.01 04/09/12
DARA BioSciences, Inc. DE 1.01,9.01 04/06/12
DAYSTAR TECHNOLOGIES INC DE 3.03,5.03,8.01,9.01 04/05/12
DELPHI FINANCIAL GROUP INC/DE DE 8.01,9.01 04/09/12
DELTA NATURAL GAS CO INC KY 8.01 04/09/12
Delta Tucker Holdings, Inc. DE 2.02,9.01 04/09/12
DFC GLOBAL CORP. DE 8.01,9.01 04/09/12
Discover Card Execution Note Trust DE 8.01 04/09/12
DISCOVER CARD MASTER TRUST I DE 8.01 04/09/12
Discover Financial Services DE 8.01,9.01 04/09/12
DJSP Enterprises, Inc. D8 8.01,9.01 04/05/12
Duke Energy CORP DE 8.01,9.01 04/09/12
EAGLE ROCK ENERGY PARTNERS L P DE 7.01,9.01 04/09/12
Echo Therapeutics, Inc. DE 1.01,9.01 04/03/12
Emerging Growth Acquisitions I, Inc. NV 1.01,5.01,5.02,9.01 04/05/12
Energy Recovery, Inc. DE 7.01,9.01 04/09/12
FIRST BUSEY CORP /NV/ NV 8.01 04/09/12
First Choice Healthcare Solutions, In FL 1.01,3.02,8.01,9.01 04/02/12
FIRST CITIZENS BANC CORP /OH OH 8.01 04/06/12
FIVE STAR QUALITY CARE INC 8.01,9.01 04/09/12
Flagstone Reinsurance Holdings, S.A. N4 1.01,9.01 04/03/12
FRONTIER COMMUNICATIONS CORP DE 8.01,9.01 04/09/12
FRONTIER FUND DE 8.01,9.01 04/06/12
FUNCTION (X) INC. DE 1.01,2.03,9.01 04/04/12
Geeknet, Inc DE 8.01 04/05/12
GEORESOURCES INC CO 1.01,9.01 04/03/12
Gevo, Inc. DE 5.02,9.01 04/05/12
Global Technologies Group, Inc. FL 8.01,9.01 04/09/12
Great Wolf Resorts, Inc. DE 1.01,8.01,9.01 04/06/12
Great Wolf Resorts, Inc. DE 8.01,9.01 04/06/12
GREENBRIER COMPANIES INC OR 2.02,9.01 04/09/12
HARDINGE INC NY 7.01,9.01 04/09/12
HARMONIC INC DE 2.02,9.01 04/09/12
HARTFORD FINANCIAL SERVICES GROUP INC DE 7.01 04/04/12
HELIX ENERGY SOLUTIONS GROUP INC MN 7.01,9.01 04/09/12
HERCULES OFFSHORE, INC. DE 8.01 04/04/12
HOMELAND ENERGY SOLUTIONS LLC 5.07 04/05/12
Hydrodynex, Inc. NV 1.01,9.01 04/02/12
INDEPENDENCE REALTY TRUST, INC MD 1.01 04/07/12
INFOSONICS CORP 3.01 04/03/12
INLAND REAL ESTATE CORP MD 8.01,9.01 04/09/12
Inrad Optics, Inc. NJ 8.01,9.01 04/09/12
INTEGRATED SECURITY SYSTEMS INC DE 2.01,3.02,5.02,5.06, 04/09/12
8.01,9.01
INTERFACE INC GA 8.01,9.01 04/09/12
ISSUER DIRECT CORP 5.02,9.01 04/02/12
Jacksonville Bancorp, Inc. MD 2.02,9.01 04/09/12
JOHNSON & JOHNSON NJ 5.02,9.01 04/09/12
JONES SODA CO WA 5.02,9.01 04/03/12
K12 INC DE 7.01 04/09/12
LANDMARK ENERGY ENTERPRISE, INC. NV 5.02 03/29/12
LIVEDEAL INC NV 1.01,2.03 04/03/12
LSB INDUSTRIES INC DE 1.01,9.01 04/04/12
MAGICJACK VOCALTEC LTD L3 2.02 04/09/12
MARTIN MARIETTA MATERIALS INC NC 8.01,9.01 04/09/12
MAXLINEAR INC 5.02,9.01 04/03/12
MCMORAN EXPLORATION CO /DE/ DE 7.01,9.01 04/09/12
MEDIA GENERAL INC VA 2.02,7.01,9.01 04/09/12
Merchants & Marine Bancorp, Inc. MS 5.07 04/05/12
Modern Mobility Aids, Inc. NV 5.02 04/03/12
Morningstar, Inc. IL 7.01 04/09/12
MTS SYSTEMS CORP MN 5.02,9.01 04/03/12
NeurogesX Inc CA 1.01 04/03/12
NEUSTAR INC 5.02,9.01 04/05/12
NewMarket Technology Inc NV 5.01 04/06/12
O CHARLEYS INC TN 3.02,5.01,5.02 04/03/12
Omnitek Engineering Corp CA 3.01,9.01 04/09/12
OMNOVA SOLUTIONS INC OH 8.01 04/09/12
OPENWAVE SYSTEMS INC DE 1.01,9.01 04/09/12
OPTIMER PHARMACEUTICALS INC 2.02,5.02,9.01 04/06/12
OxySure Systems Inc 8.01,9.01 04/06/12
OYO GEOSPACE CORP DE 8.01,9.01 04/09/12
Pebblebrook Hotel Trust MD 7.01,8.01 04/09/12
PHOTOTRON HOLDINGS, INC. DE 1.01,2.01,3.02,5.02, 04/05/12
5.03,9.01
PHYHEALTH Corp DE 1.01,8.01,9.01 04/02/12
PRESSURE BIOSCIENCES INC MA 1.01,5.03,9.01 04/04/12
PROCERA NETWORKS INC NV 2.02,7.01,9.01 04/09/12
PROELITE, INC. NJ 4.01,9.01 04/03/12
Pzena Investment Management, Inc. DE 8.01,9.01 03/31/12
QKL Stores Inc. DE 2.02,9.01 04/09/12
QUESTCOR PHARMACEUTICALS INC CA 2.02,7.01 04/09/12
Radiation Therapy Services Holdings, DE 7.01,9.01 04/09/12
Rhino Resource Partners LP DE 5.02 04/03/12
SABA SOFTWARE INC DE 2.02,7.01,9.01 04/09/12
SANDRIDGE ENERGY INC DE 8.01,9.01 04/09/12
SAVANNAH BANCORP INC GA 5.02 04/04/12
SCANSOURCE INC SC 2.02,9.01 04/09/12
SCI Engineered Materials, Inc. OH 1.01,2.03 04/06/12
SHERWIN WILLIAMS CO OH 2.02,9.01 04/09/12
SITEL Worldwide Corp DE 1.01,2.02,7.01 04/09/12
STAR SCIENTIFIC INC DE 5.02 04/05/12
Strategic Storage Trust, Inc. MD 7.01,9.01 04/09/12
SUN RIVER ENERGY, INC CO 5.02 04/03/12
TESORO CORP /NEW/ DE 5.02 04/03/12
TIVO INC DE 5.02,8.01,9.01 04/03/12
TRI VALLEY CORP DE 1.01,2.03,3.02 04/03/12
TRUSTCO BANK CORP N Y NY 8.01,9.01 04/09/12
UNIGENE LABORATORIES INC DE 5.02 04/04/12
UniTek Global Services, Inc. DE 5.02 04/03/12
UTi WORLDWIDE INC D8 1.01,2.03,9.01 04/04/12
VIASYSTEMS GROUP INC DE 1.01,9.01 04/03/12
VIVUS INC CA 8.01,9.01 04/09/12
Westway Group, Inc. DE 5.02,9.01 04/06/12
WFN CREDIT CO LLC DE 1.01,8.01,9.01 04/05/12
WGL HOLDINGS INC VA 1.01,1.02 04/03/12
Willbros Group, Inc.\NEW\ 4.02 04/04/12
Williams Partners L.P. 7.01,8.01,9.01 04/04/12
Zeltiq Aesthetics Inc DE 5.02 04/03/12
Zep Inc. DE 2.02,7.01,9.01 04/09/12
ZIPREALTY INC 5.02 04/06/12
Zyto Corp 7.01,9.01 04/05/12
http://www.sec.gov/news/digest/2012/dig041012.htm
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