SEC NEWS DIGEST Issue 2002-124 June 27, 2002 ENFORCEMENT PROCEEDINGS SEC CHARGES WORLDCOM WITH $3.8 BILLION FRAUD Commission Action Seeks Injunction, Money Penalties, Prohibitions on Destroying Documents and Making Extraordinary Payments to WorldCom Affiliates, and the Appointment of a Corporate Monitor The Commission filed a civil action yesterday in federal district court in New York charging major global communications provider WorldCom, Inc. with a massive accounting fraud totaling more than $3.8 billion. The Commission's complaint alleges that WorldCom fraudulently overstated its income before income taxes and minority interests by approximately $3.055 billion in 2001 and $797 million during the first quarter of 2002. The complaint further alleges that WorldCom falsely portrayed itself as a profitable business during 2001 and the first quarter of 2002 by reporting earnings that it did not have. WorldCom did so by capitalizing (and deferring) rather than expensing (and immediately recognizing) approximately $3.8 billion of its costs: the company transferred these costs to capital accounts in violation of established generally accepted accounting principles (GAAP). These actions were intended to mislead investors and manipulate WorldCom's earnings to keep them in line with estimates by Wall Street analysts. The complaint charges WorldCom with violating various antifraud and reporting provisions of the federal securities laws, including Sections 10(b) and 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Exchange Act Rules 10b-5, 13a-1, 13a-13 and 12b-20. The Commission is seeking court orders permanently enjoining WorldCom; imposing civil monetary penalties; prohibiting WorldCom and its affiliates, officers, directors, employees, and agents from destroying, altering, or hiding relevant documents; prohibiting WorldCom and its affiliates from making any extraordinary payments to any present or former officer, director, or employee of WorldCom or its affiliates, including but not limited to any severance payments, bonus payments, or indemnification payments; and appointing a corporate monitor to ensure that documents are not destroyed and that no such extraordinary payments are made. In a related action yesterday, the Commission ordered WorldCom to file with the Commission, under oath, a detailed report of the circumstances and specifics of these matters by 8 a.m. next Monday, July 1. The Commission thanks the U.S. Attorney's Offices for the Southern District of New York and Southern District of Mississippi, the U.S. Department of Justice, and the Federal Bureau of Investigation for their cooperation in this matter. The Commission's investigation is continuing. [SEC v. WorldCom, Inc., Civil Action No. 02 CV 4963 SDNY, (LR-17588; AAE Rel. 1585) SEC CENSURES DUTCH ERNST & YOUNG FIRM AND ORDERS IT TO PAY $400,000 CIVIL PENALTY In the first-ever auditor independence case against a foreign audit firm, the Securities and Exchange Commission today brought a settled enforcement action against Moret Ernst & Young Accountants (Moret), a Dutch accounting firm now known as Ernst & Young Accountants. The case arises from Moret's joint business relationships with an audit client. In today's order, the SEC censured Moret for engaging in "improper professional conduct" within the meaning of Rule 102(e) of the SEC's Rules of Practice, and ordered Moret to comply with certain remedial undertakings, including the payment of a $400,000 civil penalty. This is the first time that the SEC has ordered any audit firm to pay a civil penalty for an auditor independence violation. Moret consented to the order without admitting or denying the SEC's findings. "An auditor's independence must be beyond reproach," said Stephen M. Cutler, Director of the SEC's Division of Enforcement. "The financial reporting process and the law demand no less. When an auditor enters into a joint business relationship with an audit client to generate revenue, its independence is fundamentally impaired." "Auditor independence has no geographic limitations," said Paul R. Berger, an Associate Director of Enforcement. "Regardless of location, auditors have a fundamental obligation to ensure their independence. Investors have a right to expect that any audit firm, foreign or domestic, has no improper business ties to its audit client." As described in the SEC's order, Moret audited the 1995, 1996, and 1997 financial statements of Baan Company, N.V., a business software company headquartered in the Netherlands whose stock at the time was quoted on the Nasdaq National Market. During this period, according to the SEC, consultants affiliated with Moret had joint business relationships with Baan that impaired Moret's independence as auditor. Most of these joint business relationships were established to allow Moret consultants to assist Baan in implementing its software products for third parties. The joint business relationships included a Dutch government-subsidized project for Moret and Baan to jointly develop faster software implementation tools; an agreement to coordinate global efforts in implementing Baan software products for third parties; joint marketing activities emphasizing the "partnership" and overall coordination between Baan and Moret in the implementation of Baan software products; and Baan's use of Moret consultants as subcontractors and temporary employees in servicing Baan's clients. Altogether, the SEC found that Moret consultants billed Baan approximately $1.9 million from these joint business relationships during the years in question. According to the SEC's order, Baan disputed, and ultimately did not pay, approximately $328,000 of these billings, which further impaired Moret's independence as auditor. The SEC also found that, when Moret audited Baan's 1997 fiscal year financial statements, Moret improperly used and relied on audit work performed by its affiliated firm in the United States, Ernst & Young LLP. At the time, according to the SEC, Ernst & Young also lacked independence from Baan due to joint business relationships it had with Baan. As described in the SEC's order, the work performed by Ernst & Young was purported to be "internal audit" work relating to Baan's U.S. subsidiary, but in fact resulted in Ernst & Young's significant participation in the year-end external audit being conducted by Moret. For example, the SEC found that Ernst & Young performed extensive procedures in the areas of revenue recognition and accounts receivable, which were used and relied upon by Moret in conducting its external audit of Baan. The SEC further found that Moret cited Ernst & Young's work repeatedly in its audit working papers, and used that work to confirm the accuracy and appropriate scope of similar work being contemporaneously performed by a small accounting firm in California that had been engaged as the external auditor for Baan's U.S. subsidiary. Finally, the SEC found that because Ernst & Young lacked independence from Baan, Moret's independence was impaired when it used and relied upon Ernst & Young's audit procedures in connection with the audit of Baan's 1997 fiscal year financial statements. Based on these findings, the SEC concluded that Moret's conduct constituted an extreme departure from the standards of ordinary care that resulted in violations of the auditor independence requirements imposed by the SEC's rules and by generally accepted accounting principles. In addition to censuring Moret, the SEC ordered Moret to comply with a number of remedial undertakings, including the payment of a $400,000 civil penalty. (Rel. 34-46130; AAE Rel. 1584; File No. 3- 10815; Press Rel. 2002-95) COMMISSION SANCTIONS GEORGE KOLAR The Commission has suspended George J. Kolar from association in a supervisory capacity with any registered broker or dealer for a period of six months, and fined him $20,000. Kolar was formerly Detroit metropolitan area manager for Dean Witter Reynolds, Inc. His suspension is effective July 15. The Commission found that, during the period September 1992 through June 1995, Kolar failed to exercise proper supervision over Dean C. Turner, a salesman in Dean Witter's Troy, Michigan branch office. Turner was engaged in "selling away," i.e., contrary to Dean Witter's prohibition and the rules of various self-regulatory organizations, Turner was receiving compensation for selling investments in Lease Equities Fund, Inc. (LEF) outside the scope of his employment with Dean Witter. In connection with those sales, Turner violated registration and antifraud provisions of the securities laws, part of a scheme that caused investor losses of $10-$14 million. In August 1992, Kolar received a tip from a source, whose credibility he did not question, that Turner was "selling away." The tipster supplied Kolar with the names of three customers to whom Turner had sold LEF notes, and stated that he had a Form 1099 showing that, in 1991, Turner had received $57,000 in compensation for his LEF sales. Despite the specific information he had received, Kolar, who was charged with investigating the matter, chose to rely on Turner's denials and a falsified 1991 tax return that Turner supplied, and made no further inquiry. (Rel. 34-46127; File No. 3-9570) G. MATTHIAS HEINZELMANN, III, PLEADS GUILTY TO CONSPIRACY On June 21, G. Matthias Heinzelmann, III entered into a plea agreement with the United States Attorney for the Northern District of Texas (Dallas Division), Criminal No. 302-CR-178-R, in which he pleaded guilty to one count of conspiracy to make false entries in the books and records of a bank, in connection with violations of the federal securities laws that were the subject of an earlier-filed Commission action. Heinzelmann faces up to five years in prison and a substantial fine. The indictment against Heinzelmann alleges, and in the plea agreement Heinzelmann has admitted, that he agreed to divert money owed to certain customers of Fort Worth, Texas based Surety Bank, N.A. to other Surety Bank customers who were indebted to Surety Bank. Surety Bank is a wholly-owned subsidiary of Surety Capital Corporation, a bank holding company whose securities are registered with the Commission. During the relevant period, Surety Capital's common stock was traded on the American Stock Exchange. The diversion allowed Surety Bank to avoid writing off bad loans, which caused Surety Bank's profits to be overstated, and its losses to be understated. On April 25, 2002, the Commission filed a civil injunctive action against Heinzelmann, of Fort Worth, Texas, seeking a permanent injunction, an officer and director bar, and a third-tier civil money penalty. According to the Commission's complaint, from 1996 through September 1999, Heinzelmann, while president and director of Surety Capital, engaged in an elaborate scheme to hide loan losses experienced by Surety Bank. The scheme had a material impact on financial statements included in Surety Capital's Forms 10-K and 10-Q. Specifically, Surety Capital overstated its pre-tax income by 7% in 1996, and understated its pre-tax losses by 16% in 1997 and 97% in 1998. Further, Surety Capital failed to file its Form 10-Q for the period ending September 30, 1999. Because of the misstatements, Surety Capital failed to make and keep books, records and accounts that, in reasonable detail, accurately and fairly reflected its transactions and dispositions of assets. Surety Capital also failed to maintain an adequate system of internal financial controls with respect to the IPF Division at Surety Bank. The Commission simultaneously instituted settled administrative cease-and-desist proceedings against Surety Capital for violations of the reporting, internal controls, and books and records provisions of the Exchange Act. [U.S. v. G. Matthias Heinzelmann, III, No. 302-CR-178-R, USDC, NDTX (Dallas Division)]; [SEC v. G. Matthias Heinzelmann, III, No. 402-CV-0403-A, USDC, NDTX (Fort Worth Division)] (LR-17589) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change filed by the New York Stock Exchange to allow the use of revised Forms U-4 and U-5 (SR-NYSE-2002-21) 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 July 1. (Rel. 34-46103) A proposed rule change (SR-CBOE-2002-35) filed by the Chicago Board Options Exchange relating to automatic execution of broker-dealer orders for options on index products has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice in the Federal Register is expected during the week of July 1. (Rel. 34-46113) A proposed rule change filed by the National Association of Securities Dealers to establish the fees assessed on NASD members for the use of Computer-to-Computer Interface Transmission Control Protocol/Internet Protocol lines that use Message Queue Series software (SR-NASD-2002-82) 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 July 1. (Rel. 34-46111) A proposed rule change (SR-PCX-2002-34) filed by the Pacific Exchange relating to a six-month extension of the Automatic Execution System Incentive pilot program 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 July 1. (Rel. 34- 46115) APPROVAL OF PROPOSED RULE CHANGES The Commission approved a proposed rule change submitted by the International Securities Exchange (SR-ISE-2001-34), which amends its obvious error rule. (Rel. 34-46110) The Commission approved a proposed rule change (SR-CBOE-2002-16) submitted by the Chicago Board Options Exchange relating to the removal of the restriction on Floor Brokers from trading in the same crowds as affiliated Designated Primary Market-Makers. Publication of the proposal is expected in the Federal Register during the week of July 1. (Rel. 34- 46119) The Commission approved a proposed rule change (SR-Amex-2001-95) and Amendment Nos. 1, 2, 3, and 4 thereto submitted by the American Stock Exchange pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 relating to its performance evaluation procedures for option, equity, and ETF specialists. Publication of the proposal is expected in the Federal Register during the week of July 1. (Rel. 34-46122) The Commission granted approval to a proposed rule change filed by the Boston Stock Exchange (SR-BSE-2001-09) relating to clearly erroneous transactions in Nasdaq securities trading on the BSE. (Rel. 34-46123) PROPOSED RULE CHANGES The National Association of Securities Dealers filed a proposed rule change (SR-NASD-2002-83) to establish fees assessed on non-members for the use of Computer-to-Computer Interface Transmission Control Protocol/Internet Protocol lines that use Message Queue Series Software. Publication of the notice in the Federal Register is expected during the week of July 1. (Rel. 34-46112) The Commission approved a proposed rule change submitted by the Municipal Securities Rulemaking Board (SR-MSRB-2002-06) relating to MSRB Rule G-40, on Electronic Mail Contacts, Rule G-8, on Book and Records to be Made by Brokers, Dealers and Municipal Securities Dealers, and Rule G- 9, on Preservation of Records. The Commission's approval order is expected to be published in the Federal Register during the week of July 1. (Rel. 34-46124) PARTIAL APPROVAL TO THE PROPOSED RULE CHANGE AND AMENDMENTS NOS. 1 AND 2 THERETO The Commission partially approved a proposed rule change (SR-NASD-2002- 45) and Amendments Nos. 1 and 2 thereto submitted by the National Association of Securities Dealers, through is subsidiary, The Nasdaq Stock Market, Inc., relating to listing fees for Portfolio Depository Receipts and Index Fund Shares. Publication of the proposal is expected in the Federal Register during the week of July 1. (Rel. 34-46114) DELISTING GRANTED An order has been issued granting the application of the International Securities Exchange to strike from listing and registration certain call and put options contracts issued by The Options Clearing Corporation respecting certain underlying securities, effective at the opening of business on June 27, 2002. (Rel. 34-46125) WITHDRAWAL GRANTED An order has been issued granting the application of Armstrong Holding, Inc. to withdraw its Common Stock, $1.00 par value, from listing and registration on the Pacific Exchange, effective at the opening of business on June 27, 2002. (Rel. 34-46126) 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 RACING CHAMPIONS CORP, 800 ROOSEVELT ROAD BUILDING C SUITE 320, GLEN ELLYN, IL, 60137, 6307903507 - 800,000 ($14,144,000.00) Equity, (File 333-91158 - Jun. 26) (BR. 02) S-8 LAWSON SOFTWARE INC, 380 ST. PETER STREET, MINNESOTA, MN, 55102, 6517674827 - 0 ($285,706,433.55) Equity, (File 333-91160 - Jun. 26) (BR. 03) S-8 MICRO THERAPEUTICS INC, 2 GOODYEAR, IRVINE, CA, 92618, 9498373700 - 0 ($5,737,500.00) Equity, (File 333-91162 - Jun. 26) (BR. 36) S-4 ECHOSTAR DBS CORP, 5701 SOUTH SANTA FE DR, LITTLETON, CO, 80120, 3037231277 - 0 ($700,000,000.00) Non-Convertible Debt, (File 333-91164 - Jun. 26) (BR. 37) S-8 DREW INDUSTRIES INCORPORATED, 200 MAMARONECK AVE, WHITE PLAINS, NY, 10601, 9144289098 - 920,666 ($13,915,866.00) Equity, (File 333-91174 - Jun. 26) (BR. 06) S-8 PARK NATIONAL CORP /OH/, 50 NORTH THIRD ST, NEWARK, OH, 43055, 6143498451 - 0 ($58,906,250.00) Equity, (File 333-91178 - Jun. 26) (BR. 07) S-8 SUN BANCORP INC /NJ/, 226 LANDIS AVENUE, VINELAND, NJ, 08360, 8566917700 - 1,984,343 ($24,364,775.00) Equity, (File 333-91184 - Jun. 26) (BR. 07) S-8 INNOVATIVE COATINGS CORP, 1650 AIRPORT ROAD, SUITE 110, KENNESAW, GA, 30144, 1,500,000 ($840,000.00) Equity, (File 333-91186 - Jun. 26) (BR. 03) S-8 EXUS NETWORKS INC, 67 BROMPTON ROAD, LONDON, UNITED KINGD, SW3 1DB, 44-20-7445 - 25,000,000 ($1,000,000.00) Equity, (File 333-91188 - Jun. 26) (BR. 04) SB-2 SPECTRUM INTERNATIONAL INC, 13018 80TH AVE, #200, SURREY, A1, V3W 3B2, 6046179418 - 7,512,996 ($1,628,249.00) Equity, (File 333-91190 - Jun. 26) (BR. ) S-8 LYNCH CORP, 401 THEODORE FREMD AVENUE, RYE, NY, 10580, 9149217601 - 0 ($5,250,000.00) Equity, (File 333-91192 - Jun. 26) (BR. 05) S-1 TSET INC, 333 S STATE ST, PMB111, LAKE OSWEGO, OR, 97034, 5035981900 - 6,400,000 ($1,280,000.00) Equity, (File 333-91194 - Jun. 26) (BR. 09) S-8 PACIFIC STATE BANCORP, 6 S. EL DORADO, STOCKTON, CA, 95201, 2099568892 - 146,564 ($2,520,900.80) Equity, (File 333-91196 - Jun. 26) (BR. 09) S-8 INTERNATIONAL GAME TECHNOLOGY, 9295 PROTOTYPE DRIVE, P O BOX 10580, RENO, NV, 89510, 7754487777 - 4,000,000 ($235,160,000.00) Equity, (File 333-91198 - Jun. 26) (BR. 06) S-8 BIOSITE DIAGNOSTICS INC, 11030 ROSELLE ST, SAN DIEGO, CA, 92121, 6194554808 - 0 ($18,235,000.00) Equity, (File 333-91200 - Jun. 26) (BR. 01) S-4 EXTENDED SYSTEMS INC, 5777 MEEKER AVENUE, BOISE, ID, 83713, 2023227575 - 0 ($14,903.00) Equity, (File 333-91202 - Jun. 26) (BR. 03) S-8 MODTECH HOLDINGS INC, 2830 BARRETT AVE, PO BOX 1240, PERRIS, CA, 92571, 9099434014 - 0 ($2,230,000.00) Equity, (File 333-91204 - Jun. 26) (BR. 06) S-8 STATE BANCORP INC, 2 JERICHO PLZ, JERICHO, NY, 11753, 5164371000 - 550,000 ($9,894,500.00) Equity, (File 333-91208 - Jun. 26) (BR. 07) S-3 CHEVRONTEXACO CORP, 575 MARKET STREET, SAN FRANCISCO, CA, 94105, 4158947700 - 0 ($4,000,000,000.00) Non-Convertible Debt, (File 333-91210 - Jun. 26) (BR. 04) S-8 CLOSURE MEDICAL CORP, 5265 CAPITAL BLVD, RALEIGH, NC, 27616, 9198767800 - 0 ($20,602,500.00) Equity, (File 333-91212 - Jun. 26) (BR. 36) S-3 ENERGY PARTNERS LTD, 201 ST CHARLES AVENUE, NEW ORLEANS, LA, 70170, 5045691875 - 0 ($66,196,276.00) Equity, (File 333-91214 - Jun. 26) (BR. 04) S-8 PHILADELPHIA CONSOLIDATED HOLDING CORP, ONE BALA PLAZA, SUITE 100, WYNNEWOOD, PA, 19004, 6106428400 - 1,000,000 ($46,960,000.00) Equity, (File 333-91216 - Jun. 26) (BR. 01) S-8 PHILADELPHIA CONSOLIDATED HOLDING CORP, ONE BALA PLAZA, SUITE 100, WYNNEWOOD, PA, 19004, 6106428400 - 1,025,000 ($48,134,000.00) Equity, (File 333-91218 - Jun. 26) (BR. 01) S-8 GREENHOLD GROUP INC, 1995 E OAKLAND PARK BLVD, SUITE 350, OAKLAND PARK, FL, 33306, 5617470244 - 2,000,000 ($2,080,000.00) Equity, (File 333-91222 - Jun. 26) (BR. 08) SB-2 ACHIEVOR RECOVERY LTD, 16 JULIA STREET, THORNHILL L3T 4R9, ONTARIO CANADA, A6, 00000, 2,000,000 ($1,000,000.00) Equity, (File 333-91224 - Jun. 26) (BR. 09) S-3 DOW CHEMICAL CO /DE/, 2030 DOW CENTER, MIDLAND, MI, 48674-2030, 5176361000 - 0 ($1,500,000,000.00) Unallocated (Universal) Shelf, (File 333-91228 - Jun. 26) (BR. 02) SB-2 TL GLOBAL INC, 25,000,000 ($750,000.00) Equity, (File 333-91230 - Jun. 26) (BR. ) S-8 TAYLOR DEVICES INC, 90 TAYLOR DR, P O BOX 748, NORTH TONAWANDA, NY, 14120, 7166940800 - 135,000 ($563,625.00) Other, (File 333-91232 - Jun. 26) (BR. 06) S-8 TSET INC, 333 S STATE ST, PMB111, LAKE OSWEGO, OR, 97034, 5035981900 - 360,000 ($73,800.00) Equity, (File 333-91234 - Jun. 26) (BR. 09) S-8 RACING CHAMPIONS CORP, 800 ROOSEVELT ROAD BUILDING C SUITE 320, GLEN ELLYN, IL, 60137, 6307903507 - 500,000 ($8,840,000.00) Equity, (File 333-91236 - Jun. 26) (BR. 02) S-8 MUELLER INDUSTRIES INC, SUITE 150, 8285 TOURNAMENT DRIVE, MEMPHIS, TN, 38125, (901)753-3200 - 750,000 ($23,745,000.00) Equity, (File 333-91238 - Jun. 26) (BR. 06) S-3 STONEPATH GROUP INC, TWO PENN CENTER PLAZA, SUITE 605, PHILADLEPHIA, PA, 19102, 4155754755 - 2,692,194 ($3,607,539.00) Equity, (File 333-91240 - Jun. 26) (BR. 05) S-8 STANDEX INTERNATIONAL CORP/DE/, 6 MANOR PKWY, SALEM, NH, 03079, 6038939701 - 32,193 ($799,996.05) Equity, (File 333-91242 - Jun. 26) (BR. 06) S-8 BJS WHOLESALE CLUB INC, ONE MERCER ROAD, NATICK, MA, 01760, 5086517400 - 2,000,000 ($80,820,000.00) Equity, (File 333-91244 - Jun. 26) (BR. 02) S-3 MIDWEST EXPRESS HOLDINGS INC, 6744 S HOWELL AVE, OAK CREEK, WI, 53154, 4147474000 - 1,675,000 ($21,540,500.00) Equity, (File 333-91246 - Jun. 26) (BR. 05) S-4 PROSPERITY BANCSHARES INC, 4295 SAN FELIPE, N/A, HOUSTON, TX, 77027, 7136939300 - 0 ($18,833,909.00) Equity, (File 333-91248 - Jun. 26) (BR. 07) S-3D THORNBURG MORTGAGE INC, 119 E MARCY STREET, STE 201, SANTA FE, NM, 87501, 5059891900 - 8,000,000 ($160,320,000.00) Equity, (File 333-91250 - Jun. 26) (BR. 08) S-8 CARBO CERAMICS INC, 600 EAST LAS COLINAS BLVD, STE 1520, IRVING, TX, 75039, 2144010090 - 192,000 ($4,095,540.00) Equity, (File 333-91252 - Jun. 26) (BR. 06) S-3 VISTA GOLD CORP, 7961 SHAFFER PKWY, SUITE 5, LITTLETOWN, CO, 80127, 3036292450 - 7,999,974 ($31,199,899.00) Equity, (File 333-91254 - Jun. 26) (BR. 04) S-8 GARTNER INC, 56 TOP GALLANT RD, P O BOX 10212, STAMFORD, CT, 06904-2212, 2039640096 - 4,000,000 ($40,200,000.00) Equity, (File 333-91256 - Jun. 26) (BR. 08) S-8 CISCO SYSTEMS INC, 170 WEST TASMAN DR, SAN JOSE, CA, 95134-1706, 4085264000 - 0 ($6,631,022,469.00) Equity, (File 333-91258 - Jun. 26) (BR. 03) S-8 J2 COMMUNICATIONS /CA/, 10850 WILSHIRE BLVD STE 1000, LOS ANGELES, CA, 90024, 3104745252 - 1,500,000 ($10,050,000.00) Equity, (File 333-91260 - Jun. 26) (BR. 05) S-8 MENTOR GRAPHICS CORP, 8005 SW BOECKMAN RD, WILSONVILLE, OR, 97070-7777, 5036857000 - 0 ($23,783,874.50) Equity, (File 333-91266 - Jun. 26) (BR. 03) S-8 THINKPATH INC, 55 UNIVERSITY AVE STE 505, TORONTO, ONTARIO, CANADA, M5J 2H7, 4163648800 - 2,250,000 ($360,000.00) Other, (File 333-91268 - Jun. 26) (BR. 03) S-8 MENTOR GRAPHICS CORP, 8005 SW BOECKMAN RD, WILSONVILLE, OR, 97070-7777, 5036857000 - 0 ($2,027,250.00) Equity, (File 333-91272 - Jun. 26) (BR. 03) S-8 HEWITT ASSOCIATES INC, 0 ($59,750,000.00) Equity, (File 333-91274 - Jun. 26) (BR. 08) S-8 CALIPER TECHNOLOGIES CORP, 605 FAIRCHILD DR, STE 405, MOUNTAIN VIEW, CA, 94043, 6506230700 - 0 ($17,080,718.73) Equity, (File 333-91276 - Jun. 26) (BR. 36) S-4 PENTON MEDIA INC, 1300 EAST NINTH STREET, CLEVELAND, OH, 44114, 2166967000 - 0 ($157,500,000.00) Non-Convertible Debt, (File 333-91280 - Jun. 26) (BR. 05) N-2 C F&C PREFERRED SECURITIES INCOME FUND I INC, 301 E COLORADO BLVD, SUITE 720, PASADENA, CA, 91101, 6267957300 - 0 ($60,000,000.00) Equity, (File 333-91282 - Jun. 26) (BR. ) S-8 NEOMEDIA TECHNOLOGIES INC, 2201 SECOND ST STE 600, STE 600, FORT MYERS, FL, 33901, 6303554404 - 9,440,000 ($522,000.00) Equity, (File 333-91284 - Jun. 26) (BR. 03) S-8 CTI MOLECULAR IMAGING INC, 810 INNOVATION DRIVE, KNOXVILLE, TN, 37932, 8652182000 - 0 ($102,808,593.00) Equity, (File 333-91286 - Jun. 26) (BR. 36) S-8 GENAISSANCE PHARMACEUTICALS INC, FIVE SCIENCE PARK, NEW HAVEN, CT, 06511, 2037731450 - 0 ($1,235,868.20) Equity, (File 333-91288 - Jun. 26) (BR. 01) S-8 PRINTCAFE SOFTWARE INC, 40 24TH STREET 5TH FLOOR, PITTSBURGH, PA, 15222, 0 ($38,311,247.24) Equity, (File 333-91292 - Jun. 26) (BR. 03) 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 ------------------------------------------------------------------------------------ 1 800 FLOWERS COM INC DE X 06/26/02 AAON INC NV X 06/20/02 ABN AMRO MORTGAGE CORP SERIES 1999-1 DE X 06/01/02 ACE SECURITIES CORP DE X X 06/26/02 ALTIGEN COMMUNICATIONS INC X X 09/30/02 AMERICAN HOME MORTGAGE HOLDINGS INC DE X X 06/25/02 ANGEION CORP/MN MN X X X 06/17/02 ANWORTH MORTGAGE ASSET CORP MD X X 06/26/02 ARIAD PHARMACEUTICALS INC DE X X 06/25/02 AROS CORP DE X X X 06/21/02 AUSPEX SYSTEMS INC DE X 06/20/02 BACH-HAUSER INC NV X X 06/25/02 BANK OF NEW YORK CO INC NY X X 06/26/02 BARPOINT COM INC DE X X 06/25/02 BAY VIEW CAPITAL CORP DE X 06/19/02 BERRY PLASTICS CORP DE X 06/26/02 BIOPURE CORP DE X X 06/26/02 BRITESMILE INC UT X 06/20/02 CAGLES INC GA X X 05/08/02 AMEND CAN CAL RESOURCES LTD NV X X 06/14/02 CANDLEWOOD HOTEL CO INC DE X X 04/26/02 AMEND CANNON EXPRESS INC DE X 06/11/02 AMEND CAREY INSTITUTIONAL PROPERTIES INC /M MD X X 04/30/02 AMEND CENTRAL UTILITIES PRODUCTION CORP NV X X X X X 06/27/01 AMEND CHECKPOINT SYSTEMS INC PA X 06/02/02 CHEVY CHASE AUTO RECEIVABLES TRUST 19 MD X 05/31/02 CHEVY CHASE AUTO RECEIVABLES TRUST 19 MD X 05/31/02 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 05/31/02 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 05/31/02 CHEVY CHASE AUTO RECEIVABLES TRUST 20 X 05/31/02 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 05/31/02 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 05/31/02 CHEVY CHASE HOME LOAN TRUST 1996-1 MD X 05/31/02 CHEVY CHASE HOME LOAN TRUST 1997-1 MD X 05/31/02 CHITTENDEN CORP /VT/ VT X X 06/19/02 CIRCUIT SOURCE INTERNATIONAL INC NV X X 06/20/02 CLAYTON HOMES INC DE X X 06/26/02 COLE COMPUTER CORP NV X 08/25/01 AMEND COMPLE TEL EUROPE NV X X 06/26/02 CONSOLIDATED GRAPHICS INC /TX/ TX X X 06/24/02 CORPORATE ASSET BACKED CORP DE X X 06/25/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 06/27/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 06/27/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 06/26/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 06/26/02 CRESCENT REAL ESTATE EQUITIES CO TX X X 06/24/02 CSC HOLDINGS INC DE X 06/26/02 CYTYC CORP DE X X 06/24/02 DATIGEN COM INC UT X 06/11/02 DEUTSCHE RECREATIONAL ASSET FUNDING C NV X X 05/31/02 DISTRIBUTION FINANCIAL SERVICES MARIN NY X X 05/31/02 DISTRIBUTION FINANCIAL SERVICES RV MA NV X X 05/31/02 DISTRIBUTION FINANCIAL SERVICES RV TR NY X X 05/31/02 DISTRIBUTION FINANCIAL SERVICES RV TR NY X X 05/31/02 DIVERSIFIED PRODUCT INSPECTIONS INC FL X 06/26/02 EDO CORP NY X 06/25/02 EDUCATION LOANS INC /DE DE X X 06/24/02 EL PASO CORP/DE DE X X 06/26/02 EMMIS OPERATING CO IN X X 06/13/02 AMEND ENCORE ACQUISITION CO DE X X 06/25/02 ENRON CORP/OR/ OR X X 06/25/02 ENTERCOM COMMUNICATIONS CORP PA X X 06/21/02 ENTROPIN INC CO X X 06/14/02 ENVIRONMENTAL POWER CORP DE X X 06/26/02 EQUITY ONE ABS INC DE X X 06/25/02 EQUITY ONE ABS INC MORTGAGE PASS THRU DE X X 06/25/02 EQUITY ONE ABS INC MORTGAGE PASS THRU DE X 06/25/02 FEDERAL AGRICULTURAL MORTGAGE CORP X X 06/26/02 FEDERAL AGRICULTURAL MORTGAGE CORP X X 06/26/02 FIRST REAL ESTATE INVESTMENT TRUST OF NJ X 06/20/02 FRANKLIN LAKE RESOURCES INC /NV NV X X X 04/09/02 AMEND FRONTLINE CAPITAL GROUP DE X 06/12/02 FULLER H B CO MN X X 06/25/02 FURNITURE BRANDS INTERNATIONAL INC DE X X 06/26/02 FURNITURE BRANDS INTERNATIONAL INC DE X 01/11/02 AMEND GADZOOX NETWORKS INC DE X X 06/25/02 GATEWAY INTERNATIONAL HOLDINGS INC NV X 01/24/02 AMEND GLOBAL MAINTECH CORP /MN/ MN X 06/03/02 GOLDEN STAR RESOURCES LTD X X 06/11/02 AMEND GRAND CENTRAL FINANCIAL CORP DE X X 06/20/02 GREAT PLAINS ETHANOL LLC SD X X 06/19/02 HARLEY DAVIDSON CUSTOMER FUNDING CORP NV X X 06/30/02 HARLEY DAVIDSON CUSTOMER FUNDING CORP NV X X 06/30/02 HARLEY DAVIDSON CUSTOMER FUNDING CORP NV X X 06/30/02 HARLEY DAVIDSON CUSTOMER FUNDING CORP NV X X 06/30/02 HCC INSURANCE HOLDINGS INC/DE/ DE X 06/26/02 HIBBETT SPORTING GOODS INC DE X X 05/09/02 HORIZON HEALTH CORP /DE/ DE X X 06/13/02 HORNBECK OFFSHORE SERVICES INC /LA DE X X 06/24/02 HOUSEHOLD MORTGAGE FUNDING CORP III X X 06/25/02 IBL BANCORP X X 06/19/02 IMCLONE SYSTEMS INC/DE DE X X 06/19/02 IMPULSE MEDIA TECHNOLOGIES INC CO X X 06/15/02 INDYMAC MBS INC X X 06/26/02 INDYMAC MBS INC X X 06/26/02 INSIGNIA FINANCIAL GROUP INC /DE/ DE X X 06/26/02 INTEREP NATIONAL RADIO SALES INC NY X X 06/20/02 INTERNATIONAL STAR INC NV X 06/21/02 INVESTCO INC NV X 06/25/02 INVESTORS FINANCIAL SERVICES CORP DE X 06/26/02 ISTA PHARMACEUTICALS INC CA X 05/03/02 AMEND ITC DELTACOM INC DE X X 06/25/02 J C PENNEY CO INC DE X 06/26/02 K TRON INTERNATIONAL INC NJ X X 06/22/02 KIDS STUFF INC DE X 05/25/02 LANDAUER INC DE X X 05/22/02 AMEND LONDON PACIFIC GROUP LTD X 06/26/02 MAF BANCORP INC DE X X 06/26/02 MBNA CORP MD X X 06/26/02 MCDERMOTT INTERNATIONAL INC R1 X 06/25/02 MEDIS TECHNOLOGIES LTD DE X X 06/25/02 MEDIX RESOURCES INC CO X 06/26/02 MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 06/27/02 METRICOM INC / DE DE X X 07/19/02 MILLENIUM HOLDING GROUP INC /AZ/ NV X 06/18/02 MILLENNIUM CELL INC DE X X 06/21/02 MILLENNIUM CHEMICALS INC DE X X 06/26/02 MMCA AUTO OWNER TRUST 1999-2 DE X X 06/17/02 MMCA AUTO OWNER TRUST 2000-1 DE X X 06/17/02 MMCA AUTO OWNER TRUST 2000-2 DE X X 06/17/02 MMCA AUTO OWNER TRUST 2001 2 DE X X 06/17/02 MMCA AUTO OWNER TRUST 2001-1 DE X X 06/17/02 MMCA AUTO OWNER TRUST 2001-3 DE X X 06/17/02 MOODYS CORP /DE/ DE X 04/15/02 AMEND MORGAN STANLEY DEAN WITTER CAPITAL I DE X X 04/25/02 MYERS INDUSTRIES INC OH X X 06/13/02 AMEND NATIONAL FUEL GAS CO NJ X 06/30/02 NATIONAL RURAL UTILITIES COOPERATIVE DC X 06/26/02 NEOMEDIA TECHNOLOGIES INC DE X 06/25/02 NEW CF&I INC DE X 12/31/01 NOBLE INTERNATIONAL LTD DE X X 06/25/02 NORTH VALLEY BANCORP CA X X 06/06/02 AMEND NOVITRON INTERNATIONAL INC DE X 06/26/02 OAKWOOD MORTGAGE INVESTORS INC OMI TR NC X X 06/15/02 OASIS ENTERTAINMENTS FOURTH MOVIE PRO NV X X 06/26/02 OCEANFIRST FINANCIAL CORP DE X X 06/26/02 OHIO STATE BANCSHARES INC OH X X 06/26/02 OPTION ONE MORTGAGE ACCEPT CORP ASSET DE X X 06/25/02 OREGON STEEL MILLS INC DE X 06/26/02 OSTEOTECH INC DE X 06/25/02 P COM INC DE X X 06/06/02 PATHFINDER BANCORP INC DE X X 06/26/02 PENNROCK FINANCIAL SERVICES CORP PA X 06/26/02 PEREGRINE SYSTEMS INC DE X X 06/12/02 PG&E CORP CA X X 06/26/02 PHYSICIAN HEALTHCARE PLAN OF NEW JERS NJ X 06/24/02 POPE RESOURCES LTD PARTNERSHIP DE X X 06/25/02 PRICELINE COM INC DE X X 06/26/02 PRIDE INTERNATIONAL INC DE X X 06/20/02 R B RUBBER PRODUCTS INC OR X X X X 06/25/02 RACING CHAMPIONS CORP DE X X 06/20/02 RENAISSANCE HOME EQUITY LOAN ASSET-BK DE X 06/06/02 RESIDENTIAL ACCREDIT LOANS INC DE X X 06/25/02 RIGEL PHARMACEUTICALS INC DE X X 06/24/02 SELECT COMFORT CORP MN X 06/25/02 SEMCO ENERGY INC MI X 06/26/02 SENIOR SUBORDINATED PASS THROUGH CERT NV X X 06/15/02 SENIOR SUBORNATED PASS THROUGH CERTIF NV X X 06/15/02 SHAW GROUP INC LA X X 06/26/02 SILVERLEAF RESORTS INC X X 06/19/02 SOUTHWESTERN ELECTRIC POWER CO DE X X 06/20/02 STRUCTURED ASSET SECURITIES CORP DE X X 06/26/02 SUPERIOR FINANCIAL CORP /AR/ DE X 06/25/02 SUPERVALU INC DE X 06/25/02 TELLIUM INC DE X X 06/24/02 TEXAS BIOTECHNOLOGY CORP /DE/ DE X 06/26/02 UNIONBANCORP INC DE X X 06/26/02 UNITED SURGICAL PARTNERS INTERNATIONA DE X X 06/25/02 UNITRIN INC DE X X 06/25/02 USA BIOMASS CORP DE X 06/15/02 UTEK CORP X 06/11/02 VALERO L P DE X 05/15/02 AMEND VERSANT CORP CA X X 05/23/02 AMEND WATERFORD GAMING FINANCE CORP DE X 06/30/02 WATERFORD GAMING FINANCE CORP DE X 06/30/02 WATERFORD GAMING LLC DE X 06/30/02 WATERFORD GAMING LLC DE X 06/30/02 WATERS CORP /DE/ DE X X 06/26/02 WELLS FARGO ASSET SECURITIES CORP DE X X 06/26/02 WESBANCO INC WV X 06/20/02 WHG BANCSHARES CORP MD X X 06/25/02 WODFI LLC FL X 06/15/02 WORLD OMNI AUTO RECEIVABLES LLC DE X 05/31/02 WORLD OMNI AUTO RECEIVABLES LLC DE X 05/31/02 WORLDCOM INC GA X X 06/25/02 ZALE CORP DE X X 06/24/02