SEC NEWS DIGEST Issue 2002-104 May 30, 2002 COMMISSION ANNOUNCEMENTS COMMISSION TAKES ACTION AT OPEN MEETING ON INTERMARKET LINKAGE PLAN, OTHER ITEMS On May 29, the Commission took the following actions at an open meeting: 1. The Commission voted to issue an order under the Public Utility Holding Company Act of 1935, as amended, approving an application filed by Xcel Energy Inc., a registered holding company, and its wholly owned subsidiary, NRG Acquisition Company, LLC. These companies requested authority to acquire the outstanding publicly held stock of Xcel Energy's majority owned subsidiary, NRG Energy Inc., by means of a tender or exchange offer and to engage in related transactions. According to the order, NRG Energy will become a wholly owned subsidiary of Xcel Energy. The Commission also denied the request from a shareholder of Xcel Energy for a hearing. 2. The Commission decided to issue notices of two applications from Barclays Global Fund Advisors seeking certain exemptions from the Investment Company Act of 1940 relating to exchange-traded funds, or ETFs. An ETF is a registered investment company that offers shares that are redeemable from the ETF in large blocks only. Individual shares are listed on a national securities exchange and trade at market prices in the secondary market. One of the applications seeks exemptions to permit Barclays to introduce the first ETFs based on fixed income securities indices. All existing ETFs seek to track the performance of equity securities indices. The other application seeks an exemption to allow dealers to sell the shares of the proposed fixed income ETFs, and shares of Barclays' equity index ETFs, in the secondary market without delivering a prospectus, unless prospectus delivery is required by the Securities Act of 1933. The Commission previously has granted prospectus delivery relief to other ETFs. Interested persons will have 25 days to request a hearing on the applications. If no hearing request is received, and if the Commission does not otherwise conclude that a hearing is appropriate, the Commission will issue orders granting the exemptive relief. 3. The Commission will publish for comment a proposed amendment to Rule 15c3-3(b)(3) that would allow for the expansion of the categories of collateral that broker-dealers may pledge when borrowing fully paid and excess margin securities from customers. Currently, broker-dealers are required to provide cash, U.S. Treasury bills and notes, or irrevocable bank letters of credit. The amendment would allow them to pledge such other collateral as the Commission, by order, designates. There will be a sixty- day comment period following publication of the proposal in the Federal Register. 4. The Commission approved measures to implement options intermarket linkage. Since the August 1999 expansion of multiple listing of options, the Commission has taken several actions to encourage the options exchanges to develop mechanisms to ensure that customers' orders are executed at the best- published price. The intermarket options linkage plan developed by the options exchanges and approved by the Commission in July 2000 is designed, once implemented, to limit the execution of customer orders at prices inferior to the best-published quote - called an intermarket trade-through. The following items would facilitate the implementation of the options intermarket linkage: Amendments to the Linkage Plan The Commission approved amendments proposed by the options exchanges to the linkage plan. These amendments will, for the first time, establish clear dates by which the exchanges must test and implement the linkage. Specifically, the options exchanges proposed amendments to the Linkage Plan to implement the linkage by specified dates in the following two phases: * The first phase will comprise those elements of the linkage that are necessary to send and receive orders required under the Linkage Plan to be automatically executed by the exchange receiving the order. The options exchanges propose to begin full intermarket testing of the first phase by Dec. 1, 2002, and to implement this phase no later than Feb. 1, 2003. * The second phase will comprise the remaining elements of the linkage. The exchanges propose to begin testing of this second phase by Feb. 28, 2003, and to implement this phase no later than April 30, 2003. In addition, these amendments will eliminate the provision in the Linkage Plan that permits an exchange to withdraw from the Linkage Plan with 30 days written notice. Instead, the amendments to the Linkage Plan will permit an exchange to withdraw from participation in the Linkage Plan only if it can satisfy the Commission that it can accomplish, by alternative means, the same goals as the Linkage Plan of limiting intermarket trade- throughs of prices on other markets. Accordingly, these amendments will assure continuing participation by each options exchange in the linkage, until such time as the Commission determines that there is an alternative, satisfactory means to limit intermarket trade-throughs of customer orders and approves an exchange's withdrawal from the Linkage Plan. Proposed Repeal of the Trade-Through Disclosure Rule The Commission also voted to publish a proposal to repeal the Trade- Through Disclosure Rule. Because the Commission did not mandate participation in the Linkage Plan, the Commission adopted the Trade- Through Disclosure Rule to encourage market participants to obtain the best price for customers by executing their orders on linked markets or by disclosing to customers when their options order were executed at prices inferior to the best-published price. The amendments to the Linkage Plan discussed above, if approved by the Commission, would preclude an exchange from withdrawing from participation in the Linkage Plan unless it can satisfy the Commission that it can accomplish, by alternative means, the same goals as the Linkage Plan of limiting intermarket trade-throughs of prices on other markets. Thus, the amended Linkage Plan would accomplish the principal purposes of the Trade-Through Disclosure Rule. There will be a forty-five-day comment period following publication in the Federal Register of the proposal to repeal this rule. Extension of Temporary Exemption from the Trade-Through Disclosure Rule Finally, the Commission decided to extend until Jan. 1, 2003, the exemption for broker-dealers from the Trade-Through Disclosure Rule. As noted above, the Commission today approved the proposed amendments to the Linkage Plan and the publication of the proposal to repeal the Trade- Through Disclosure Rule. This exemption will allow time for the Commission to carefully consider any comments on the proposed repeal. 5. The Commission voted to issue, jointly with the Commodity Futures Trading Commission, an order to permit certain foreign security index futures to continue to be treated as broad-based index futures. 6. The Commission approved publication of a release proposing amendments to Rule 10b-10 under the Securities Exchange Act of 1934 and new Exchange Act Rule 11d2-1, which are designed to clarify the disclosures that broker- dealers effecting transactions in security futures products in customers' futures accounts must make in the confirmations sent to customers regarding those transactions. There will be a thirty-day comment period following publication of this proposal in the Federal Register. The Commission also decided to issue an exemptive order providing that broker-dealers effecting transactions in security futures products in customers' futures accounts are exempted from the requirements of Exchange Act Rule 10b-10 and Exchange Act Section 11(d)(2) until the amendments to Exchange Act Rule 10b-10 and new Rule 11d2-1 become effective. (Press Rel. 2002-74) SEC ANNOUNCES FREE, REAL-TIME PUBLIC ACCESS TO EDGAR DATABASE AT WWW.SEC.GOV Chairman Harvey L. Pitt today announced that the Commission's Web site now provides the public with free, real-time access to its EDGAR database of corporate filings. Previously, EDGAR filings did not appear on the SEC's Web site for at least 24 hours. "This latest improvement to the Commission's Web site will help meet our long-standing goal of providing investors with timely access to information they need to make investment decisions," Pitt said. "Through this initiative we are continuing to level the playing field for all investors." In addition to making company reports filed electronically with the Commission available on www.sec.gov within minutes of filing, the SEC Web site also offers new EDGAR search capabilities and features, including: * Search Companies and Filings -- Visitors may search the EDGAR historical database for filings by company name, state, CIK number or SIC number. * Show Latest Filings -- Visitors will be able to find quickly the most current filings received by the Commission. * Company Name Changes -- New searches will include old names and new names for companies. If company A changes its name to company B, then a search for either company A or company B will allow users to access documents for both. * Better Linking - New searches will also give a CIK number that will serve as a link. By clicking on the CIK, the system will return a company's information as well as all of its filings in reverse chronological order. * Improved Assistance -- The names and descriptions of forms will be included in search results. The SEC requires all public companies (except those with less than $10 million in assets and fewer than 500 shareholders) to file registration statements, quarterly and annual reports, and other forms electronically through the EDGAR (Electronic Data Gathering, Analysis and Retrieval) system. Technical questions concerning the enhanced system should be addressed to the SEC's webmaster at webmaster@sec.gov. (Press Rel. 2002-75) SEC, CFTC, AND JERSEY FINANCIAL SERVICES COMMISSION SIGN MOU INFORMATION SHARING ARRANGEMENT The MOU Establishes a Framework for Information Sharing and Cooperation in Cross-Border Investigations of Potential Violations of Securities and Futures Laws The U.S. Securities and Exchange Commission (SEC), the U.S. Commodity Futures Trading Commission (CFTC), and the Jersey Financial Services Commission (FSC) jointly announced today the signing of a Memorandum of Understanding (MOU) Concerning Cooperation, Consultation and the Exchange of Information. The MOU establishes a framework for information sharing and facilitates cooperation in cross-border investigations of potential violations of securities and futures laws. SEC Chairman Harvey L. Pitt, CFTC Chairman James E. Newsome, and FSC Director General Richard Pratt signed the MOU on behalf of their respective organizations. SEC Chairman Pitt said, "The SEC has in the past received substantial cooperation from the Jersey authorities. The new legislation adopted in Jersey significantly expands the Jersey Financial Services Commission's ability to obtain information and to share that information with foreign authorities. The MOU, coupled with the new legislation, strengthens our relationship with the Jersey FSC and enhances our efforts to enforce domestic laws in a cross-border environment." CFTC Chairman Newsome said, "We are pleased to sign the MOU today with the Jersey FSC. Jersey has long been an active financial center for international business and this MOU recognizes the progress Jersey has made in combating financial fraud and meeting international financial standards for cooperation. The MOU will be an important tool in continuing to safeguard market integrity and protect consumers in the global marketplace." FSC Director General Pratt said, "Jersey has extensive powers of co- operation in regulatory matters and has shown that it is willing and able to use them. This MOU is a demonstration of mutual confidence between the U.S. regulators and the Jersey FSC together with a determination to work together to protect investors and to secure clean and transparent markets that are free from abuse." The MOU reflects the strong commitment of each authority to combat cross- border fraud by providing cooperative assistance in securities and commodity futures matters under the laws of the United States and Jersey. (Press Rel. 2002-76) JOHN MORRISSEY, DEPUTY CHIEF ACCOUNTANT, TO LEAVE THE SEC John M. Morrissey, Deputy Chief Accountant, announced today that, after two and one-half years of service, he is leaving the Commission. Morrissey, 46, came to the Commission in January 2000 and has significantly participated in many of the Commission's major policy and regulatory initiatives. Morrissey has not yet accepted another position but intends to continue his professional career in the private sector. In addition to his involvement in numerous policy and regulatory matters, Morrissey served as Chair of the International Organization of Securities Commissions Standing Committee No. 1. Morrissey served in this capacity since October 2000. Chairman Harvey L. Pitt said, "John has been involved in numerous major rulemakings and policy determinations that the Commission has taken over the past two years. The Commission, staff and investors have benefited tremendously from John's intellect, integrity and views. I appreciate John's service at the Commission and wish him the best in his future endeavors." Chief Accountant Robert K. Herdman said, "John's insight has been invaluable to the Office of the Chief Accountant. He has been an outstanding public servant and investor advocate. His contributions to the Commission will be missed." Morrissey said, "Serving the public and the Commission has been a wonderful experience. It has been a privilege to play a role in protecting investors and an inspiration to work with such dedicated and talented colleagues in the Office of the Chief Accountant and throughout the Commission. I am particularly gratified to have had the opportunity to serve Chairman Pitt, former Chairman Levitt and Acting Chairman Unger, Commissioner Hunt, Commissioner Glassman and the other distinguished members of the Commission." Prior to joining the Commission, Morrissey was Vice President and General Auditor at Transamerica Corp. Before joining Transamerica, Morrissey worked, as a partner, at Coopers & Lybrand (now PricewaterhouseCoopers LLP) from 1979 to 1997. Morrissey graduated from the University of California at Berkeley. (Press Rel. 2002-77) ANTONIA CHION NAMED ASSOCIATE DIRECTOR OF THE DIVISION OF ENFORCEMENT The Commission today announced the appointment of Antonia "Toni" Chion as associate director of the Division of Enforcement. Chion succeeds Linda Chatman Thomsen, who was appointed deputy director of the division in January 2002. "Toni has successfully tackled some of the most demanding investigations in the enforcement program, mastering complex areas of the law and gaining an in-depth knowledge of the securities markets," said Stephen M. Cutler, Director of Enforcement. "She has proven herself a tireless and effective leader who can be counted on to get the job done. Her expertise, developed through 14 years at the Commission, and her prior experience as a prosecutor will serve the investing public well." As associate director, Chion will serve as a senior official in the Division of Enforcement and will assist in planning and directing the Commission's enforcement efforts. Chion, 48, joined the Commission's staff in 1988 as a staff attorney in the Division of Enforcement. In 1990, Chion became a branch chief, and she was named assistant director for the Division of Enforcement in 1996. During her tenure at the Commission, she has overseen the investigation of numerous cases in a variety of areas, including financial fraud, misconduct by regulated entities (including a recent action against iCapital Markets, LLC), market manipulation, and insider trading (including the first Internet-related insider trading case, which involved 19 defendants). Before coming to the Commission, Chion was a deputy bureau chief and supervisor in the Narcotics Bureau of the Office of the Kings County District Attorney in Brooklyn, N.Y., where she previously served as a trial assistant district attorney. She received her A.B. from Tufts University and her law degree from the Georgetown University Law Center. (Press Rel 2002-78) ENFORCEMENT PROCEEDINGS JAMES MURPHY, FORMER CFO OF CENTENNIAL TECHNOLOGIES, ENJOINED FROM VIOLATING FEDERAL SECURITIES LAWS AND ORDERED TO PAY A CIVIL PENALTY OF $150,000 FOR HIS PARTICIPATION IN THE FINANCIAL FRAUD AT COMPANY The Commission announced that on April 29, 2002, the Hon. Patti B. Saris of the United States District Court for the District of Massachusetts entered a judgment enjoining James Murphy, Centennial Technologies, Inc.'s former CFO, from violating and aiding and abetting violations of the antifraud, record keeping and internal controls provisions of the federal securities laws. Judge Saris also barred Murphy for ten years from acting as an officer or director of a public company and ordered him to pay a civil penalty of $150,000 for his participation in the financial fraud at Centennial. The Commission's complaint alleged that between April 1994 and December 31, 1996, Murphy and Emanuel Pinez, Centennial's former CEO, with the assistance of others, engaged in a fraudulent scheme to overstate the value of Centennial's revenues, net income, inventory, and fixed assets in public announcements and in financial statements filed with the Commission. The complaint charged Murphy with violations of 17(a) of the Securities Act, 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1, and 13b2-2 thereunder, and aiding and abetting Centennial's violations of 13(a), 13 (b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder. [SEC v. James Murphy, et al., Civ. Action No. 00cv11981-PBS (D. Mass.] (LR- 17538; AAE Rel. 1562) SEC FILES CONTEMPT ACTION AGAINST DEFENDANT EDWARD R. SHOWALTER FOR FAILURE TO PAY SEC JUDGMENT OF OVER $750,000; SEC ALSO OBTAINED ASSET FREEZE, TRAVEL RESTRICTION, AND PASSPORT SURRENDER ORDER AGAINST SHOWALTER The Commission today announced that on May 22 the Honorable Ricardo M. Urbina, United States District Judge for the District of Columbia, entered an order to show cause (i) why defendant Showalter should not be held in contempt of court for not paying an outstanding judgment of over $750,000, entered against Showalter on May 15, 2001, and (ii) why Showalter should not provide a sworn accounting of his finances. A hearing on these issues is scheduled for June 3rd. The Court also ordered a freeze of up to $750,000 of Showalter's assets including assets of a company under his control, International Financial Group dba IFG Goldstar Cement Company. In addition, the Court restricted Showalter's travel outside the U.S., and ordered him to surrender his passport to the Court immediately. Previously, in entering a default judgment, the Court ordered Showalter to pay $900,000 (including a $150,000 penalty) after the Court found that Showalter had orchestrated two fraudulent schemes to raise capital illegally. In the first scheme, Showalter's company materially overstated the value of the primary asset of a wholly-owned subsidiary, a portfolio of defaulted bank loans, in reports filed with the Commission and disseminated to the public. In the second scheme, Showalter's company fraudulently raised millions of dollars by issuing stock to nominee consultants pursuant to Form S-8 registration statements. Consequently, the Court's judgment also permanently enjoined Showalter from violating, among other things, the antifraud, registration, reporting, and internal control provisions of the federal securities laws, and barred him from serving as an officer or director of a public company. [SEC v. Hollywood Trenz, Inc., Edward R. Showalter, Civil Action No. 98-1106 (RMU) (D.D.C.)] (LR-17539) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change filed by the International Securities Exchange amending Exchange Rule 722 to adopt procedures for executing the stock legs of Stock-Option Orders (SR-ISE-2002-14) has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of May 27. (Rel. 34-45985) A proposed rule change filed by the Chicago Stock Exchange to eliminate CHX Rule provisions governing stop order bans (SR-CHX-2002-16) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of June 3. (Rel. 34-45988) A proposed rule change (SR-CBOE-2002-12) filed by the Chicago Board Options Exchange to amend its rules relating to its AutoQuote Triggered EBook Execution System, has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of June 3. (Rel. 34- 45992) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission granted accelerated approved to a proposed rule change, and Amendment No. 1 thereto, filed by the Pacific Exchange (SR-PCX-2001- 36) under Rule 19b-4 of the Securities Exchange Act of 1934 to apply PCX Rule 6.86 to foreign broker-dealers. Publication of the proposal is expected in the Federal Register during the week of June 3. (Rel. 34- 45986) APPROVAL OF PROPOSED RULE CHANGES The Commission approved a proposed rule change (SR-NYSE-2001-30) filed by the New York Stock Exchange pursuant to Section 19(b)(1) of the Exchange Act that allows NYSE to amend Rule 227 regarding depository eligibility. Publication of the approval order is expected in the Federal Register during the week of June 3. (Rel. 34-45987) The Commission approved a proposed rule change (SR-DTC-2001-16) filed by The Depository Trust Company under Section 19(b)(1) of the Exchange Act that allows DTC to eliminate references to officer titles that are obsolete and to clarify methods for amending DTC's procedures, services guides, and regulations. Publication of the order is expected in the Federal Register during the week of June 3. (Rel. 34-45989) The Commission approved a proposed rule change (SR-NASD-00-76) and Amendment Nos. 1, 2, and 3 thereto submitted under Rule 19b-4 of the Securities Exchange Act of 1934 by the National Association of Securities Dealers, through its subsidiary, the Nasdaq Stock Market, Inc. relating to locked and crossed markets that occur at or prior to the opening of the market. Publication is expected in the Federal Register during the week of June 3. (Rel. 34-45990) 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 obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . S-8 SANGSTAT MEDICAL CORP, 6300 DUMBARTON CIRCLE, FREMONT, CA, 94555, 5107894300 - 5,411,331 ($47,859,000.00) Other, (File 333-89264 - May. 29) (BR. 01) S-3 CONCEPTUS INC, 1021 HOWARD AVE, SAN CARLOS, CA, 94070, 4158027240 - 0 ($86,802,000.00) Equity, (File 333-89266 - May. 29) (BR. 36) S-4 FAIR ISAAC & COMPANY INC, 200 SMITH RANCH ROAD, SAN RAFAEL, CA, 94903, 4154722211 - 0 ($791,600,000.00) Other, (File 333-89268 - May. 29) (BR. 08) S-8 SYNOVUS FINANCIAL CORP, 901 FRONT AVENUE, STE 202 PO BOX 120, COLUMBUS, GA, 31901, 7066494818 - 14,000,000 ($373,380,000.00) Equity, (File 333-89278 - May. 29) (BR. 07) S-8 PEP BOYS MANNY MOE & JACK, 3111 W ALLEGHENY AVE, PHILADELPHIA, PA, 19132, 2152299000 - 2,500,000 ($40,350,000.00) Equity, (File 333-89280 - May. 29) (BR. 02) S-3 SAFENET INC, 8029 CORPORATE DRIVE, BALTIMORE, MD, 21236, 4109317500 - 0 ($8,125,468.00) Equity, (File 333-89282 - May. 29) (BR. 37) S-8 PARKERVISION INC, 8493 BAYMEADOWS WAY, JACKSONVILLE, FL, 32256, 9047371367 - 50,000 ($250,000.00) Equity, (File 333-89284 - May. 29) (BR. 02) S-1 SPATIALIZER AUDIO LABORATORIES INC, 20700 VENTURA BOULEVARD SUITE 140, WOODLAND HILLS, CA, 91364, 3102273370 - 0 ($492,210.00) Equity, (File 333-89286 - May. 29) (BR. 36) S-8 AMERICA WEST HOLDINGS CORP, 111 WEST RIO SALADO PARKWAY, TEMPE, AZ, 85281, 4806930800 - 8,000,000 ($25,760,000.00) Equity, (File 333-89288 - May. 29) (BR. 05) S-8 INVESTMENT TECHNOLOGY GROUP INC, 380 MADISON AVE, 2ND FLOOR, NEW YORK, NY, 10017, 2125884000 - 0 ($492,000,000.00) Equity, (File 333-89290 - May. 29) (BR. 07) S-8 DELHAIZE BROTHERS & CO THE LION ESTABLISHMENT, 53 RUE OSSEGHEM, RUE OSSEGHEM 53, BRUSSELS BELGIUM, 0113224122 - 0 ($248,800,000.00) ADRs/ADSs, (File 333-89292 - May. 29) (BR. 02) S-8 BROWN FORMAN CORP, 850 DIXIE HWY, LOUISVILLE, KY, 40210, 5025851100 - 150,000 ($11,426,250.00) Equity, (File 333-89294 - May. 29) (BR. 02) S-8 CELLSTAR CORP, 1730 BRIERCROFT DR, CARROLLTON, TX, 75006, 9724665000 - 0 ($3,038,500.00) Equity, (File 333-89298 - May. 29) (BR. 36) S-8 REDWOOD TRUST INC, 591 REDWOOD HWY, STE 3100, MILL VALLEY, CA, 94941, 4153897373 - 699,064 ($20,293,827.92) Equity, (File 333-89300 - May. 29) (BR. 08) S-8 REDWOOD TRUST INC, 591 REDWOOD HWY, STE 3100, MILL VALLEY, CA, 94941, 4153897373 - 100,000 ($2,903,000.00) Equity, (File 333-89302 - May. 29) (BR. 08) S-11 BOSTON CAPITAL TAX CREDIT FUND IV LP, ONE BOSTON PLACE, STE 2100, BOSTON, MA, 02108, 6176248900 - 0 ($70,000,000.00) Other, (File 333-89306 - May. 29) (BR. 08) S-8 ENZO BIOCHEM INC, 60 EXECUTIVE BLVD, FARMINGDALE, NY, 11735, 5167555500 - 1,000,000 ($17,990,000.00) Equity, (File 333-89308 - May. 29) (BR. 01) S-11 MACQUARIE SECURITISATION LTD, LEVEL 23 20 BOND ST, SYDNEY NEW SOUTH WALES AUSTRAL, C3, 00000, 6128236090 - 0 ($1,000,000,000.00) Debt Convertible into Equity, (File 333-89310 - May. 29) (BR. 07) S-4 VENTAS INC, 4360 BROWNSBORO ROAD, SUITE 115, LOUISVILLE, KY, 40207, 5025967300 - 0 ($400,000,000.00) Non-Convertible Debt, (File 333-89312 - May. 29) (BR. 01) S-8 KIMBERLY CLARK CORP, P O BOX 619100, DFW AIRPORT STATION, DALLAS, TX, 75261-9100, 9722811200 - 0 ($32,920,000.00) Equity, (File 333-89314 - May. 29) (BR. 04) S-8 RADYNE COMSTREAM INC, 3138 E ELWOOD ST, PHOENIX, AZ, 85034, 6024379620 - 1,500,000 ($6,390,000.00) Equity, (File 333-89316 - May. 29) (BR. 37) S-8 WYETH, 5 GIRALDA FARMS, MADISON, NJ, 07940, 9736605000 - 120,000,000 ($120,000,000.00) Non-Convertible Debt, (File 333-89318 - May. 29) (BR. 01) S-8 FUELNATION INC, 4121 SW 45TH AVENUE, SUITE 1301, DAVIE, FL, 33314, 5613915883 - 6,000,000 ($180,000.00) Equity, (File 333-89320 - May. 29) (BR. 05) S-3 BANC OF AMERICA COMMERCIAL MORTGAGE INC, BANK OF AMERICA CORPORATE CENTER, 100 NORTH TYRON ST, CHARLOTTE, NC, 28255, 7043862400 - 1,000,000 ($1,000,000.00) Other, (File 333-89322 - May. 29) (BR. 05) S-8 SANGSTAT MEDICAL CORP, 6300 DUMBARTON CIRCLE, FREMONT, CA, 94555, 5107894300 - 5,411,331 ($47,859,000.00) Equity, (File 333-89324 - May. 29) (BR. 01) S-3 MANUGISTICS GROUP INC, 2115 E JEFFERSON ST, ROCKVILLE, MD, 20852, 3019845000 - 2,420,513 ($23,600,002.00) Equity, (File 333-89326 - May. 29) (BR. 03) S-8 INTERNET VIP INC, 1155 UNIVERSITY AVE, SUITE 602, MONTREAL QC HEB317, E6, 5148769222 - 4,000,000 ($160,000.00) Equity, (File 333-89328 - May. 29) (BR. 09) S-8 INTERNET VIP INC, 1155 UNIVERSITY AVE, SUITE 602, MONTREAL QC HEB317, E6, 5148769222 - 4,000,000 ($160,000.00) Equity, (File 333-89330 - May. 29) (BR. 09) S-8 KYPHON INC, 1350 BORDEAUX DR, SUNNYVALE, CA, 94089, 4085486500 - 0 ($74,134,444.51) Equity, (File 333-89332 - May. 29) (BR. 36) N-2 AMERICAN CAPITAL STRATEGIES LTD, 3 BETHESDA METRO CENTER, 14TH FL, BETHESDA, MD, 20814, 3019516122 - 0 ($486,966,000.00) Equity, (File 333-89340 - May. 29) (BR. 22) SB-2 COAST BANCORP/CA, 5538 HIGUERA STREET, SAN LUIS OBISPO, CA, 93401, 8055410400 - 0 ($3,000,000.00) Equity, (File 333-89342 - May. 29) (BR. 07) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 DATE COMMENT ------------------------------------------------------------------------------------ A R T INTERNATIONAL INC X X 03/31/00 ALCIDE CORP DE X 05/24/02 ALEXANDER & BALDWIN INC HI X X 05/29/02 AMERICAN ACHIEVEMENT CORP DE X X 05/24/02 ANACOMP INC IN X 05/23/02 APEX MORTGAGE CAPITAL INC MD X X 05/23/02 APPLEBEES INTERNATIONAL INC DE X 05/29/02 AT TRACK COMMUNICATIONS INC DE X 03/15/02 AMEND AT&T CORP NY X X 05/28/02 ATCHISON CASTING CORP KS X X 05/28/02 AUTOZONE INC NV X X 05/29/02 AUXER GROUP INC DE X 03/19/02 AMEND BANCWEST CORP/HI DE X X 03/15/02 AMEND BARPOINT COM INC DE X X 05/23/02 BCOM3 GROUP INC DE X X 05/22/02 BORLAND SOFTWARE CORP DE X X 05/23/02 BRITTON & KOONTZ CAPITAL CORP MS X X 05/24/02 CABLETEL COMMUNICATIONS CORP X X 05/22/02 CANARGO ENERGY CORP DE X 05/29/02 CASTLE HOLDING CORP NV X 05/24/02 CENTEX HOME EQUITY LOAN TRUST 2002-A X X 05/25/02 CHASE CREDIT CARD MASTER TRUST NY X X 05/15/02 CHASE CREDIT CARD MASTER TRUST NY X X 05/15/02 CHASE MANHATTAN BANK USA DE X X 05/15/02 CHASE MANHATTAN BANK USA DE X X 05/15/02 CHASE MANHATTAN HOME EQUITY LOAN TRUS NY X X 05/15/02 CHASE MANHATTAN MARINE OWNER TRUST 19 NY X X 05/15/02 CHASE MANHATTAN RV OWNER TRUST 1997-A DE X X 05/15/02 CHASE MORTGAGE FINANCE CORP DE X X 05/20/02 CHORDIANT SOFTWARE INC DE X 05/29/02 CIRCUS & ELDORADO JOINT VENTURE X X 05/24/02 CITY HOLDING CO WV X X 05/16/02 CLEARONE COMMUNICATIONS INC UT X 05/08/02 CMS ENERGY CORP MI X X X 05/17/02 COLLINS & AIKMAN CORP DE X X 05/28/02 COLUMBUS MCKINNON CORP NY X X 05/28/02 CONRAD INDUSTRIES INC DE X X 05/23/02 CONSOLIDATED FREIGHTWAYS CORP DE X 05/28/02 CORECOMM LTD /DE/ DE X X 05/28/02 CORIXA CORP DE X X 12/13/01 AMEND COUNTY BANK CORP MI X 05/28/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 05/29/02 CTC COMMUNICATIONS GROUP INC DE X 05/29/02 CWMBS INC DE X X 05/24/02 CWMBS INC DE X X 05/30/02 DANAHER CORP /DE/ DE X X 05/28/02 DR PROTEIN COM INC X X 05/27/02 DSTAGE COM INC DE X X X X 05/29/02 DUKE CAPITAL CORP DE X X 03/14/02 AMEND EDUCATION LENDING GROUP INC DE X 05/21/02 EMERSON ELECTRIC CO MO X 05/28/02 ENGINEERED SUPPORT SYSTEMS INC MO X X 05/10/02 EQUITY ONE ABS INC DE X 05/28/02 EQUITY ONE ABS INC MORTGAGE PASS THRU DE X 05/28/02 EXDS INC DE X X 05/24/02 FANSTEEL INC DE X 03/31/02 FIBERCORE INC NV X 12/31/01 FIRST INDIANA CORP IN X X 05/28/02 FIRST LOOK MEDIA INC DE X X 05/20/02 FIRST MIDWEST BANCORP INC DE X X 05/29/02 FIRSTFED AMERICA BANCORP INC DE X X 05/28/02 FIRSTMARK CORP /ME/ ME X X 05/24/02 AMEND FLEMING COMPANIES INC /OK/ OK X 05/20/02 AMEND GADZOOX NETWORKS INC DE X X 05/28/02 GOLDEN STATE BANCORP INC DE X X 05/21/02 GS MORTGAGE SECURITIES CORP DE X 05/29/02 HADRON INC NY X X 05/29/02 HALLIBURTON CO DE X X 05/28/02 HALLIBURTON CO DE X X 05/28/02 HEARTLAND TECHNOLOGY INC DE X 05/22/02 HONDA AUTO RECEIVABLES 2002-2 OWNER T CA X X 05/13/02 IBASIS INC DE X X 05/20/02 AMEND IEC ELECTRONICS CORP DE X X 05/20/02 IKON OFFICE SOLUTIONS INC OH X 05/28/02 INFOBOOTH INC DE X X X 05/23/02 INTERNATIONAL LEASE FINANCE CORP CA X 05/21/02 INVERNESS MEDICAL INNOVATIONS INC DE X X 05/28/02 IOS CAPITAL LLC DE X 05/28/02 IVP TECHNOLOGY CORP NV X X 05/29/02 JCP&L TRANSITION FUNDING LLC X X 05/24/02 JLG INDUSTRIES INC PA X X 05/28/02 JO-ANN STORES INC OH X X 05/29/02 KATY INDUSTRIES INC DE X X 05/28/02 KEYCORP STUDENT LOAN TRUST 1999 B DE X X 05/28/02 KEYCORP STUDENT LOAN TRUST 2000-A OH X X 05/28/02 KIMCO REALTY CORP MD X X 05/29/02 KONOVER PROPERTY TRUST INC MD X X 05/15/02 LA-Z-BOY INC MI X 04/27/02 LACLEDE GROUP INC MO X X 04/29/02 LANDAUER INC DE X X 05/22/02 LANDRYS RESTAURANTS INC DE X X 05/20/02 LEXENT INC DE X 05/28/02 LEXON TECHNOLOGIES INC DE X X X X 05/29/02 LODGENET ENTERTAINMENT CORP DE X X 05/24/02 LOUDEYE TECHNOLOGIES INC X X 03/23/02 MARATHON OIL CORP DE X X 05/23/02 MENTOR GRAPHICS CORP OR X X 05/28/02 MENTOR GRAPHICS CORP OR X X 05/29/02 MENTOR GRAPHICS CORP OR X X 03/26/02 AMEND MIM CORP DE X 05/24/02 MOLICHEM MEDICINES INC DE X X 05/29/02 MYLAN LABORATORIES INC PA X 05/29/02 NATIONAL PROCESSING INC OH X X 05/29/02 NDCHEALTH CORP DE X X 05/29/02 NEW WORLD RESTAURANT GROUP INC DE X X 05/29/02 NEXTEL PARTNERS INC DE X X 05/28/02 AMEND NORTEL NETWORKS CORP X X 05/29/02 NORTEL NETWORKS LTD X X 05/29/02 NORTH AMERICAN TECHNOLOGIES GROUP INC DE X X 05/15/02 NTS MORTGAGE INCOME FUND DE X 05/29/02 NTS PROPERTIES III GA X 05/29/02 NTS PROPERTIES IV KY X 05/29/02 NTS PROPERTIES IV KY X 05/29/02 NTS PROPERTIES IV KY X 05/29/02 NTS PROPERTIES PLUS LTD FL X 05/29/02 NTS PROPERTIES V MD X 05/29/02 NTS PROPERTIES VI/MD MD X 05/29/02 NTS PROPERTIES VII LTD/FL FL X 05/29/02 NUTEK INC NV X 05/29/02 OASIS ENTERTAINMENTS FOURTH MOVIE PRO NV X 05/29/02 AMEND OHARA RESOURCES LTD NV X 05/22/02 PALATIN TECHNOLOGIES INC DE X 05/29/02 PEREGRINE SYSTEMS INC DE X X 05/23/02 PEREGRINE SYSTEMS INC DE X X 05/24/02 POORE BROTHERS INC DE X X 05/21/02 POWELL INDUSTRIES INC NV X 05/29/02 PRIME GROUP REALTY TRUST MD X 05/29/02 PRIVATE BUSINESS INC TN X X 05/17/02 AMEND PROVECTUS PHARMACEUTICALS INC NV X 05/28/02 PROVIDENT FINANCIAL HOLDINGS INC DE X X 05/28/02 PYR ENERGY CORP DE X X 05/24/02 QUIDEL CORP /DE/ DE X X 05/24/02 QUINTILES TRANSNATIONAL CORP NC X X 05/17/02 AMEND QWEST COMMUNICATIONS INTERNATIONAL IN DE X 05/23/02 QWEST CORP CO X X 05/23/02 RADISYS CORP OR X X 05/28/02 RELIANT RESOURCES INC DE X X 05/29/02 RESIDENTIAL ACCREDIT LOANS INC DE X X 05/29/02 RESOURCES CONNECTION INC DE X X 05/10/02 ROCKY MOUNTAIN MINERALS INC WY X 05/23/02 ROCKY MOUNTAIN MINERALS INC WY X 05/23/02 SALISBURY BANCORP INC CT X X 05/24/02 SALIX PHARMACEUTICALS LTD X X 05/29/02 SCIENTIO INC DE X X 05/29/02 SEALED AIR CORP/DE DE X 05/22/02 SERVICE MERCHANDISE CO INC TN X X 04/01/02 SHARECOM INC /IL/ NV X 05/28/02 SOUTHWEST GAS CORP CA X X 05/28/02 SOUTHWEST GAS CORP CA X X 05/28/02 SPECTRIAN CORP /CA/ CA X X 05/19/02 STANDARD MANAGEMENT CORP IN X X 05/28/02 STERLING FINANCIAL CORP /PA/ PA X X 05/28/02 STRATEGIC DISTRIBUTION INC DE X X 05/16/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X X 05/24/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X X 05/29/02 TELEMAX GLOBAL COMMUNICATIONS INC WA X X 02/16/02 AMEND TMBR SHARP DRILLING INC TX X 05/22/02 TOROTEL INC MO X 05/28/02 AMEND TRANSDIGM INC DE X X 05/29/02 TRAVLANG INC DE X X 03/13/02 AMEND TXU US HOLDINGS CO TX X 03/31/02 UNITED THERAPEUTICS CORP DE X X 05/22/02 VICON FIBER OPTICS CORP DE X 05/28/02 VIDEOLOCITY INTERNATIONAL INC NV X 05/28/02 WACKENHUT CORRECTIONS CORP FL X X 05/28/02 WATERFORD GAMING FINANCE CORP DE X 05/21/02 WATERFORD GAMING LLC DE X 05/21/02 WATSCO INC FL X X 05/22/02 WELLS FARGO ASSET SECURITIES CORP DE X X 05/29/02 WELLS FARGO ASSET SECURITIES CORP DE X X 05/29/02 WESTERN RESOURCES INC /KS KS X X 05/29/02 WESTPAC SECURITISATION MGT PTY LTD SE X 05/20/02 WORLDCOM INC GA X X 05/23/02 WPS RESOURCES CORP WI X X 05/28/02 WYOMING OIL & MINERALS INC WY X 02/06/02 AMEND YORK RESEARCH CORP DE X 05/29/02