SEC NEWS DIGEST Issue 2002-142 July 24, 2002 ENFORCEMENT PROCEEDINGS ORDER INSTITUTING CEASE-AND-DESIST PROCEEDING AGAINST RODONA GARST On July 24, the Commission instituted cease-and-desist proceedings against Rodona Garst. In the Order Instituting Proceedings, the Division of Enforcement alleges, among other things, that between September 1999 and May 2000, Garst disseminated a large number of unsolicited "spam" e-mail messages touting four issuers. The Division further alleges that Garst was retained by Mark E. Rice (Rice), who has since been sued by the Commission and enjoined by a U.S. District Court. Moreover, the Division alleges that the spams contained false and misleading statements concerning the product, revenue sources and business relationships of one of the touted issuers, as well as Rice's stock-picking track record and the trading intentions of the persons responsible for the e-mail messages. According to the Division, Garst knew, or was reckless in not knowing, that these statements were false. Finally, the spams did not disclose cash compensation paid to Garst by Rice, who was acting as a statutory underwriter. As a result, the Division alleges that Garst was a cause of Rice's violations of Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b- 5 thereunder, and violated Section 17(b) of the Securities Act of 1933 (Securities Act). The Division requests that Garst pay disgorgement plus reasonable interest. The proceedings were instituted under Section 8A of the Securities Act and Section 21C of the Exchange Act. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Garst an opportunity to dispute these allegations, and to determine what sanctions, if any, are appropriate. (Rels. 33-8113; 34- 46246; File No. 3-10843) COURT REINSTATES MONEY JUDGMENT AGAINST DEFENDANT FOR CONCEALING ASSETS IN COMMISSION SETTLEMENT The Commission announced that on July 15 the Honorable Naomi Reice Buchwald, United States District Judge for the Southern District of New York, issued an order imposing disgorgement, prejudgment interest, and a civil penalty against a defendant who had misled the Commission in earlier settlement negotiations. After an evidentiary hearing Judge Buchwald found that when Robert E, Cohen, the defendant, negotiated his settlement with the Commission he concealed several material assets, including an option to buy a million-dollar piece of property in the Bahamas, a 41-foot sloop, a 1956 Ford Thunderbird, several Harley Davidson motorcycles, and a resort time-share. Based on these findings, Judge Buchwald imposed full disgorgement of $797,530, prejudgment interest of $467,623.77, and a civil penalty of $250,000. The Commission originally sued Cohen, of New York, New York, in July 1999. The Commission charged Cohen with fraud and evasion of the securities registration requirements for his part in a scheme to sell large blocks of unregistered penny stock into the United States from brokerage accounts purportedly held by foreign nationals. The Commission charged that in fact the foreign nationals were merely nominees, and that Cohen was the real principal in the transactions. After the Commission filed its suit, Cohen entered into settlement negotiations with the Commission. As part of those negotiations, Cohen submitted a sworn financial statement to the Commission in October 1999, showing Cohen to be essentially insolvent. In April 2000, the parties agreed to the entry of a Judgment against Cohen, which permanently enjoined him from future violations. The Judgment further waived payment of all but $30,000 of the sought after disgorgement and interest and did not impose a civil penalty, expressly contingent on the accuracy of Cohen's sworn financial statements. At an evidentiary hearing on the Commission's motion to impose full relief against him, Cohen offered explanations for his failure to disclose these assets to the Commission. Among other things, he claimed that one of his motorcycles had been stolen and that he had transferred his sloop, the Thunderbird, and two of the motorcycles to others in 1999. The Court, however, did not find Cohen's excuses credible. The Court concluded that Cohen's "property transfers were sham transactions designed to hide assets from the SEC and the Bankruptcy Court." Accordingly, the Court reinstated the full disgorgement award of $797,530, along with prejudgment interest of $467,623.77, and imposed a civil penalty of $250,000. [SEC v. Robert E. Cohen, et al., 99 Civ. 5822 (NRB) SDNY] (LR-17626) SEC CHARGES ADELPHIA AND RIGAS FAMILY WITH MASSIVE FINANCIAL FRAUD On July 24, the Commission filed suit in the United States District Court for the Southern District of New York charging major cable television provider Adelphia Communications Corporation; its founder John J. Rigas; his three sons, Timothy J. Rigas, Michael J. Rigas, and James P. Rigas; and two senior executives at Adelphia, James R. Brown and Michael C. Mulcahey, in one of the most extensive financial frauds ever to take place at a public company. In its complaint, the Commission charges that Adelphia, at the direction of the individual defendants: (1) fraudulently excluded billions of dollars in liabilities from its consolidated financial statements by hiding them in off-balance sheet affiliates; (2) falsified operations statistics and inflated Adelphia's earnings to meet Wall Street's expectations; and (3) concealed rampant self-dealing by the Rigas Family, including the undisclosed use of corporate funds for Rigas Family stock purchases and the acquisition of luxury condominiums in New York and elsewhere. The Commission seeks a final judgment ordering the defendants to account for and disgorge all ill-gotten gains including - as to the individuals - all compensation received during the fraud, all property unlawfully taken from Adelphia through undisclosed related-party transactions, and any severance payments related to their resignations from the company. The Commission also seeks civil penalties from each defendant, and permanent injunctions from violating the securities laws. The Commission further seeks judgment barring each of the individual defendants from acting as an officer or director of a public company. Named in the complaint are: Adelphia, a Delaware corporation headquartered in Coudersport, Pennsylvania. Adelphia is the sixth largest cable television provider in the United States and, through various subsidiaries, provides cable television and local telephone service to customers in twenty-nine states and Puerto Rico. Shares of Adelphia stock were listed on the National Association of Securities Dealers Automated Quotation System (NASDAQ) until June 3, 2002, and are now quoted by the Pink Sheets, LLC. Adelphia filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code on June 25, 2002. John J. Rigas (J. Rigas), a 77 year-old resident of Coudersport, Pennsylvania. J. Rigas founded Adelphia in 1952 and was its CEO and Chairman of Adelphia's Board of Directors until May 15, 2002 when he resigned pursuant to a request by the Special Committee created by Adelphia's Board of Directors. Timothy J. Rigas (T. Rigas), a 46 year-old resident of Coudersport, Pennsylvania and a son of J. Rigas. T. Rigas served as a director of Adelphia, as well as Adelphia's CFO, CAO, and Treasurer until May 16, 2002 when he resigned pursuant to a request by the Special Committee. Between December 1992 and June 2001, T. Rigas was chairman of the Audit Committee of Adelphia's Board of Directors. Michael J. Rigas (M. Rigas), a 48 year-old resident of Coudersport, Pennsylvania and a son of J. Rigas. M. Rigas served as a director of Adelphia, as well as Adelphia's Executive Vice President for Operations and Secretary of Adelphia until May 23, 2002 when he resigned pursuant to a request by the Special Committee. James P. Rigas (J.P. Rigas), a 44 year-old resident of Coudersport, Pennsylvania and a son of J. Rigas. J.P. Rigas served as a director of Adelphia, as well as Adelphia's Executive Vice President for Strategic Planning until May 23, 2002 when he resigned pursuant to a request by the Special Committee. James R. Brown (Brown), a 40 year-old resident of Coudersport, Pennsylvania. Brown was Adelphia's Vice President of Finance until May 19, 2002 when he resigned pursuant to a request by the Special Committee. Michael C. Mulcahey (Mulcahey), a 45 year-old resident of Port Allegheny, Pennsylvania. Mulcahey is Adelphia's Vice President and Assistant Treasurer. Specifically, the Commission's complaint alleges as follows: * Between mid-1999 and the end of 2001, John J. Rigas, Timothy J. Rigas, Michael J. Rigas, James P. Rigas, and James R. Brown, with the assistance of Michael C. Mulcahey, caused Adelphia to fraudulently exclude from the Company's annual and quarterly consolidated financial statements over $2.3 billion in bank debt by deliberately shifting those liabilities onto the books of Adelphia's off-balance sheet, unconsolidated affiliates. Failure to record this debt violated GAAP requirements and precipitated a series of misrepresentations about those liabilities by Adelphia and the defendants, including the creation of: (1) sham transactions backed by fictitious documents to give the false appearance that Adelphia had actually repaid debts when, in truth, it had simply shifted them to unconsolidated Rigas- controlled entities, and (2) misleading financial statements by giving the false impression through the use of footnotes that liabilities listed in the Company's financials included all outstanding bank debt. * Timothy J. Rigas, Michael J. Rigas, and James R. Brown made repeated misstatements in press releases, earnings reports, and Commission filings about Adelphia's performance in the cable industry, by inflating: (1) Adelphia's basic cable subscriber numbers; (2) the extent of Adelphia's cable plant "rebuild" or upgrade; and (3) Adelphia's earnings, including its net income and quarterly earnings before interest, taxes, depreciation, and amortization (EBITDA). Each of these represent crucial aspects by which Wall Street evaluates cable companies. * Since at least 1998, Adelphia, through the Rigas Family and Brown, made fraudulent misrepresentations and omissions of material fact to conceal extensive self-dealing by the Rigas Family. Such self-dealing included the use of Adelphia funds to finance undisclosed open market stock purchases by the Rigas Family, purchase timber rights to land in Pennsylvania, construct a golf course for $12.8 million, pay off personal margin loans and other Rigas Family debts, and purchase luxury condominiums in Colorado, Mexico, and New York City for the Rigas Family. The Commission's complaint alleges that based on the conduct set forth above, the defendants violated the antifraud, periodic reporting, record keeping, and internal controls provisions of the federal securities laws, including Section 17(a) of the Securities Act of 1933, Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B), and 13(b)(5) of the Securities Exchange Act of 1934 ("Exchange Act"), and Exchange Act Rules 10b-5, 12b- 20, 13a-1, 13a-13, 13b2-1, and 13b2-2. The Commission's investigation is continuing. The Commission acknowledges the assistance and cooperation by the U.S. Attorney's Office for the Southern District of New York and the U.S. Postal Inspection Service in this matter. [SEC v. Adelphia Communications Corporation, John J. Rigas, Timothy J. Rigas, Michael J. Rigas, James P. Rigas, James R. Brown, and Michael C. Mulcahey, 02 Civ. 5776 (KW) (SDNY) (LR-17627; AAE Rel. 1599; Press Rel. 2002-110) CHICAGO-BASED EMPLOYEE OF THREE-FIVE SYSTEMS, INC. CHARGED WITH TRADING AND TIPPING NEGATIVE INSIDE INFORMATION TO FAMILY AND FRIEND On July 23, the U.S. Securities and Exchange Commission announced that it filed an insider trading case in the United States District Court for the Northern District of Illinois against Joseph Sidoryk, a resident of Elmhurst, Illinois, Gary L. Camp, a resident of Rock Island, Illinois, Todd Camp, a resident of Elmhurst, Illinois and Thomas J. Siska, a resident of Norridge, Illinois. The complaint alleged that Sidoryk, Gary Camp, Todd Camp and Siska violated the antifraud provisions of the federal securities laws by engaging in insider trading in the stock of Three-Five Systems, Inc. before a negative Three-Five press release. The Commission requested the entry of a permanent injunction, disgorgement of ill-gotten gains, plus prejudgment interest and a civil penalty from each of the defendants. Defendants Sidoryk, Todd Camp and Siska consented, without admitting or denying the allegations of the Commission's complaint, to the entry of a permanent injunction, disgorgement, plus prejudgment interest and civil penalties. Specifically, the complaint alleged that in late May through early July of 2000, Sidoryk, the Director of Strategic Accounts for Three-Five and the primary liaison to Motorola, Inc., possessed material, non-public information that Motorola, Three-Five's largest customer, would be significantly reducing its order for the second-half of 2000. As a result, on July 12, 2000, Three-Five issued a public announcement that materially and negatively impacted the value of its stock. Prior to the public announcement, Sidoryk communicated this material, non-public information about the significantly reduced Motorola order to his family members, Gary Camp and Todd Camp, and his friend, Siska. As a result, these trades resulted in approximately $29,816.19 in losses avoided and approximately $15,343.75 in realized and unrealized gains by Sidoryk, Gary Camp, Todd Camp and Siska from their illegal insider trading. [SEC v. Joseph Sidoryk, Gary L. Camp, Todd Camp and Thomas J. Siska, USDC, ND Ill., Civil Action No. 02C-5206 (JWD/SIS] (LR-17628) EDWARD SMITH AND ROBERT BANNING CHARGED WITH SECURITIES FRAUD The Commission today charged Edward J. Smith of Springfield, Virginia, and Robert W. Banning of Arlington, Virginia, with insider trading in advance of the public announcement on July 26, 1999, that Softworks, Inc., would post a loss of $0.02 per share for the second quarter of 1999. The SEC's complaint charges that by selling Softworks stock before the earnings announcement, the two men avoided losses totalling $67,141. In addition, the complaint charges that Smith sold Softworks stock short before the announcement and made a profit of $19,575. Simultaneous with the filing of the complaint, both men settled with the Commission. Without admitting or denying the allegations made by the Commission, Banning consented to the entry of an order enjoining him from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The order requires Banning to pay $60,507.17 in disgorgement and prejudgment interest, and pay a civil penalty of $48,500.31. Without admitting or denying the allegations made by the Commission, Smith consented to the entry of an order enjoining him from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The order requires Smith to pay $38,215.63 in disgorgement, but waives payment and does not impose a civil penalty based on Smith's sworn representations regarding financial condition. The complaint alleges that Smith misappropriated confidential information regarding the second-quarter loss through his position or contacts as a security consultant for Softworks. According to the complaint, after misappropriating the information, Smith placed two calls to Banning, a close family friend who is an owner of car dealerships in Maryland. Within fifteen minutes after the calls, Banning called his broker and placed an order to sell all of his Softworks stock. The complaint alleges that by selling his shares before Softworks publicly announced its second-quarter loss, Banning unlawfully avoided a loss of approximately $48,500. The next day, Smith sold all of his shares of Softworks stock, unlawfully avoiding a loss of approximately $18,641. One day after his sale, Smith placed his first- ever trade on margin, selling Softworks stock short. Both Banning and Smith sold Softworks stock at prices above $10.00. After Softworks publicly announced its second-quarter loss on July 26, 1999, its stock price dropped by over a third from its closing price on the previous trading day, closing at approximately $5.28 per share. The complaint alleges that after the announcement, Smith covered his short sale, making an unlawful profit of approximately $19,575. The Commission gratefully acknowledges the assistance provided by NASD Regulation, Inc., in the investigation of this matter. [SEC v. Edward J. Smith and Robert W. Banning, Civil Action No. 02-1093-A (E.D. Va.)] (LR-17629) HEDGE FUND ADVISER SETTLES SEC CIVIL ACTION The Commission announced today that it has settled its civil action against Michael L. Smirlock, the Chairman, majority shareholder and former President and CEO of LASER Advisers, Inc., an investment adviser. In its complaint in this action, the SEC alleged, among other things, that from December 1997 to June 1998, Smirlock engaged in an unlawful scheme to falsely inflate the value of an investment portfolio that he managed for three hedge funds, and that certain investors in the hedge funds purchased interests while Smirlock conducted the scheme. The complaint also alleged that by engaging in this conduct Smirlock, a recidivist, violated a prior Commission cease-and-desist order which, among other things, prohibited Smirlock from violating the antifraud and recordkeeping provisions of the Investment Advisers Act of 1940. See, SEC v. Michael L. Smirlock and LASER Advisers, Inc., Litigation Release No. 16838 (December 21, 2000). Simultaneous with the filing of the Commission's complaint, the United States Attorney for the Southern District of New York filed criminal charges against Smirlock arising from the same conduct charged in the Commission's complaint. Smirlock pleaded guilty recently to two counts of securities fraud and was sentenced to four years incarceration and ordered to pay $12.6 million in restitution. See, SEC v. Michael L. Smirlock and LASER Advisers, Inc., Litigation Release No. 17536 (May 28, 2002). Without admitting or denying the allegations against him, Smirlock has settled the SEC civil action by agreeing to the entry of a final judgment that permanently enjoins him from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, causing, aiding or abetting violations of Sections 206(1), 206(2) and 204 of the Investment Advisers Act of 1940 and Rules 204-2(a)(16) and 204-2(e)(3) thereunder, and violating the prior Commission Order. Smirlock has also agreed to settle administrative proceedings under Section 203(f) of the Investment Advisers Act of 1940, to be instituted after the entry of the injunction, in which the Commission orders that Smirlock be permanently barred from association with any investment adviser. LASER Advisers also settled the Commission charges today. Without admitting or denying the allegations against it, LASER Advisers has agreed to the entry of a final judgment that permanently enjoins the firm from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and Sections 206(1), 206(2) and 204 of the Investment Advisers Act of 1940 and Rules 204-2(a)(16) and 204-2(e)(3) thereunder. [SEC v. Michael L. Smirlock and LASER Advisers, Inc., 00Civ.9680, RO, SDNY] (LR-17630) INVESTMENT COMPANY ACT RELEASES EATON VANCE INCOME FUND OF BOSTON, ET AL. An order has been issued on an application filed by Eaton Vance Income Fund of Boston, et al. under (i) Section 6(c) of the Investment Company Act exempting applicants from Sections 18(f) and 21(b) of the Act; (ii) Section 12(d)(1)(J) of the Act exempting applicants from Section 12(d)(1) of the Act; (iii) Sections 6(c) and 17(b) of the Act exempting applicants from Sections 17(a)(1) and 17(a)(3) of the Act; and (iv) Section 17(d) of the Act and Rule 17d-1 under the Act permitting certain joint arrangements. The order permits certain registered management investment companies to participate in a joint lending and borrowing facility. (Rel. IC-25669 - July 23) CREDIT SUISSE FIRST BOSTON, INC. A notice has been issued giving interested persons until August 19, 2002, to request a hearing on an application filed by Credit Suisse First Boston, Inc. (CSFB) for an order under Sections 6(b) and 6(e) of the Investment Company Act in connection with the formation of limited partnerships and other investment vehicles (Partnerships) to be offered to certain key employees and qualified participants of CSFB. Each Partnership will be an employees' securities company within the meaning of Section 2(a)(13) of the Act. The requested order would supersede an existing order. (Rel. IC-25670 - July 23) SELF-REGULATORY ORGANIZATIONS DELISTINGS GRANTED An order has been issued granting the application of the Pacific Exchange to strike from listing and registration certain call and put options contracts issued by The Options Clearing Corporation respecting certain underlying securities, effective on July 24, 2002. (Rel. 34- 46243) 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 July 24, 2002. (Rel. 34-46244) 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-3 CLEARONE COMMUNICATIONS INC, 1825 RESEARCH WAY, SALT LAKE CITY, UT, 84119, 8019757200 - 0 ($112,670,000.00) Unallocated (Universal) Shelf, (File 333-96915 - Jul. 23) (BR. 37) S-8 GOLD RESERVE INC, 926 W SPRAGUE AVENUE, SUITE 200, SPOKANE, WA, 99201, 5096231500 - 200,000 ($380,000.00) Equity, (File 333-96917 - Jul. 23) (BR. 04) S-3 HEADWATERS INC, 11778 S ELECTION DRIVE, STE 210, DRAPER, UT, 84043, 8019849400 - 250,000,000 ($250,000,000.00) Unallocated (Universal) Shelf, (File 333-96919 - Jul. 23) (BR. 04) S-3 TRINITY INDUSTRIES INC, 2525 STEMMONS FREEWAY, DALLAS, TX, 75207-2401, 2146314420 - 0 ($150,000,000.00) Other, (File 333-96921 - Jul. 23) (BR. 05) S-8 QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE INC, 0 ($17,115,000.00) Equity, (File 333-96923 - Jul. 23) (BR. 05) S-4 LIQUID AUDIO INC, 800 CHESAPEAKE DRIVE, REDWOOD CITY, CA, 94063, 6505492000 - 0 ($54,060,000.00) Equity, (File 333-96925 - Jul. 23) (BR. 03) S-3 TERREMARK WORLDWIDE INC, 2601 SOUTH BAYSHORE DRIVE, MIAMI, FL, 33133, 2123199160 - 0 ($14,895,607.59) Equity, (File 333-96927 - Jul. 23) (BR. 37) S-8 LIGHTNING ROD SOFTWARE INC, 5900 GREEN OAKS DR, MINNETONKA, MN, 55343, 9528374000 - 0 ($252,000.00) Equity, (File 333-96933 - Jul. 23) (BR. 03) S-8 BIFS TECHNOLOGIES CORP, 2075 FRUITVILLE ROAD, SUITE 200, SARASOTA, FL, 34237, 9413439300 - 1,000,000 ($30,000.00) Equity, (File 333-96935 - Jul. 23) (BR. 04) SB-2 AMERICAN REAL ESTATE ACQUISITION CORP, 9100 W 148TH STREET, OVERLAND PARK, KS, 66221, 9132197209 - 20,000 ($20,000,000.00) Non-Convertible Debt, (File 333-96937 - Jul. 23) (BR. 09) S-3 LIFEPOINT INC, 1205 S. DUPONT ST., ONTARIO, CA, 91761, 9094183052 - 5,939,644 ($13,186,010.00) Equity, (File 333-96939 - Jul. 23) (BR. 36) S-8 WESTBANK CORP, 225 PARK AVE, PO BOX 149, WEST SPRINGFIELD, MA, 01090-0149, 4137471400 - 400,000 ($5,456,000.00) Equity, (File 333-96941 - Jul. 23) (BR. 07) S-8 WESTBANK CORP, 225 PARK AVE, PO BOX 149, WEST SPRINGFIELD, MA, 01090-0149, 4137471400 - 54,885 ($220,637.70) Equity, (File 333-96943 - Jul. 23) (BR. 07) S-8 AQUATIC CELLULOSE INTERNATIONAL CORP, 3704 32ND STREET, SUITE 301, VERNON BC CANADA, A1, V1T 5N6, 8005656544 - 4,750,000 ($190,000.00) Equity, (File 333-96945 - Jul. 23) (BR. 06) S-8 PILOT THERAPEUTICS HOLDINGS INC, 101 N. CHESTNUT STREET, SUITE 102, WINSTON-SALEM, NC, 27101, 336-725-2222 - 0 ($5,149,670.00) Equity, (File 333-96947 - Jul. 23) (BR. 05) S-8 PLANETCAD INC, 2425 55TH STREET, STE 100, BOULDER, CO, 80301, 3034490649 - 0 ($530,000.00) Equity, (File 333-96949 - Jul. 23) (BR. 03) S-8 OCCIDENTAL PETROLEUM CORP /DE/, 10889 WILSHIRE BLVD, LOS ANGELES, CA, 90024, 3102088800 - 5,000,000 ($126,650,000.00) Equity, (File 333-96951 - Jul. 23) (BR. 04) S-8 STONERIDGE INC, 9400 EAST MARKET ST, WARREN, OH, 44484, 3308562443 - 0 ($8,080,000.00) Equity, (File 333-96953 - Jul. 23) (BR. 05) S-8 OZOLUTIONS INC, 30 DENVER CRESCENT, SUITE 200 M2J 1G8, TORONTO ONTARIO, 4164900254 - 600,000 ($150,000.00) Equity, (File 333-96955 - Jul. 23) (BR. 36) S-8 PLUMAS BANCORP, 35 S LINDEN AVENUE, QUINCY, CA, 95971, 5302837305 - 425,000 ($9,137,500.00) Equity, (File 333-96957 - Jul. 23) (BR. 09) S-8 EL PASO CORP/DE, 1001 LOUISIANA ST, SUITE 2955A, EL PASO BLDG, HOUSTON, TX, 77002, 7134202600 - 3,000,000 ($40,680,000.00) Equity, (File 333-96959 - Jul. 23) (BR. 02) S-8 COGNEX CORP, ONE VISION DR, NATICK, MA, 01760, 5086503000 - 5,743,798 ($127,175,990.83) Other, (File 333-96961 - Jul. 23) (BR. 36) S-8 DOT HILL SYSTEMS CORP, 6305 EL CAMINO REAL, CARLSBAD, CA, 92009, 2129894455 - 0 ($2,310,122.10) Equity, (File 333-96963 - Jul. 23) (BR. 03) S-8 TOLLGRADE COMMUNICATIONS INC \PA\, 493 NIXON RD, CHESWICK, PA, 15024, 4122742156 - 0 ($3,167,000.00) Equity, (File 333-96965 - Jul. 23) (BR. 37) S-8 EXAR CORP, 2222 QUME DR, PO BOX 49007, SAN JOSE, CA, 95131, 5106687000 - 0 ($26,857,500.00) Equity, (File 333-96967 - Jul. 23) (BR. 36) S-8 TOLLGRADE COMMUNICATIONS INC \PA\, 493 NIXON RD, CHESWICK, PA, 15024, 4122742156 - 0 ($791,750.00) Equity, (File 333-96969 - Jul. 23) (BR. 37) S-8 REDCELL POWER CORP, 999 WEST HASTINGS, SUITE 1250, VANCOUVER, B0, V6C 2W2, 6046058852 - 500,000 ($375,000.00) Equity, (File 333-96971 - Jul. 23) (BR. 05) S-3 VIRGINIA ELECTRIC & POWER CO, 120 TREDEGAR ST, RICHMOND, VA, 23219, 8047713000 - 0 ($2,000,000,000.00) Unallocated (Universal) Shelf, (File 333-96973 - Jul. 23) (BR. 02) S-8 TECHNOLOGY RESEARCH CORP, 5250 140TH AVE NORTH, CLEARWATER, FL, 34620, 8135350572 - 300,000 ($435,000.00) Equity, (File 333-96975 - Jul. 23) (BR. 36) SB-2 ILLINOIS RIVER ENERGY LLC, 4000 NORTH DIVISION, MORRIS, IL, 60450, 0 ($45,000,000.00) Equity, (File 333-96977 - Jul. 23) (BR. ) S-3 IMPAX LABORATORIES INC, 30831 HAYWARD AVE, HAYWARD, CA, 94544, 2152892220 - 1,462,083 ($6,228,474.00) Equity, (File 333-96979 - Jul. 23) (BR. 01) S-3 BJ SERVICES CO, 5500 NW CENTRAL DR, HOUSTON, TX, 77210, 7134624239 - 0 ($402,107,563.00) Other, (File 333-96981 - Jul. 23) (BR. 04) S-8 WINTRUST FINANCIAL CORP, 727 N BANK LANE, LAKE FOREST, IL, 60045, 8476154096 - 900,000 ($27,666,000.00) Equity, (File 333-96983 - Jul. 23) (BR. 07) S-3 CANDIES INC, 400 COLUMBUS AVE., VALHALLA, NY, 10595, 9147698600 - 3,000,000 ($11,760,000.00) Equity, (File 333-96985 - Jul. 23) (BR. 02) S-3 FAO INC, 2520 RENAISSANCE BOULEVARD, ., KING OF PRUSSIA, PA, 19406, 6102787800 - 0 ($30,550,000.00) Equity, (File 333-96987 - Jul. 23) (BR. 02) S-2 STARCRAFT CORP /IN/, PO BOX 1903, 2703 COLLEGE AVE, GOSHEN, IN, 46526, 2195531105 - 900,000 ($2,380,000.00) Equity, (File 333-96989 - Jul. 23) (BR. 05) S-8 DOUBLECLICK INC, 450 W 33RD ST, 16TH FL, NEW YORK, NY, 10001, 2126830001 - 500,000 ($2,650,000.00) Equity, (File 333-96991 - Jul. 23) (BR. 02) 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 ------------------------------------------------------------------------------------ ACCREDITED HOME LENDERS INC DE X X 07/22/02 ACTERNA CORP DE X X 07/23/02 ACTUANT CORP WI X 07/23/02 ADELPHIA BUSINESS SOLUTIONS INC DE X 07/22/02 ADVANCED COMMUNICATIONS TECHNOLOGIES FL X 07/23/02 AIRTRAN HOLDINGS INC NV X X X 07/23/02 ALPHA VIRTUAL INC/CA/ DE X 07/15/02 AMERCO /NV/ NV X X 07/17/02 AMERICAN ENTERTAINMENT & ANIMATION CO DE X 07/23/02 AMEND AMERICAN EXPRESS CO NY X 07/22/02 ANC RENTAL CORP DE X X 07/23/02 APHTON CORP DE X X 07/23/02 ASSET BACKED PASS THROUGH CERTIFICATE DE X X 07/15/02 BANC OF AMERICA COMMERCIAL MORT PASS DE X X 07/11/02 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 07/23/02 BANC ONE HELOC 1999-1 OH X X 07/22/02 BANC ONE HELOC TRUST 1998-1 OH X X 07/22/02 BEAR STEARNS COMMERCIAL MORTGAGE SEC NY X X 07/17/02 BEAR STEARNS COMMERCIAL MORTGAGE SECU DE X X 07/17/02 BEAR STEARNS COMMERCIAL MORTGAGE SECU DE X X 07/17/02 BEAR STEARNS MORT SEC INC COM MORT PA NY X X 07/17/02 BEAR STEARNS MORT SEC INC COMM MORT P NY X X 06/17/02 BLACK & DECKER CORP MD X X 07/23/02 BRIDGE BANCORP INC NY X X 07/23/02 CALAVO GROWERS INC CA X X X 07/23/02 CARAUSTAR INDUSTRIES INC NC X X 07/22/02 CASE FINANCIAL INC DE X X X 05/24/02 AMEND CENTENNIAL BANCORP OR X X 07/23/02 CHESAPEAKE CORP /VA/ VA X 07/23/02 CHEVY CHASE AUTO RECEIVABLES TRUST 19 MD X 06/30/02 CHEVY CHASE AUTO RECEIVABLES TRUST 19 MD X 06/30/02 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 06/30/02 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 06/30/02 CHEVY CHASE AUTO RECEIVABLES TRUST 20 X 06/30/02 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 06/30/02 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 06/30/02 CHEVY CHASE HOME LOAN TRUST 1996-1 MD X 06/30/02 CHEVY CHASE HOME LOAN TRUST 1997-1 MD X 06/30/02 CITIBANK SOUTH DAKOTA N A DE X 07/23/02 CLEAR CHANNEL COMMUNICATIONS INC TX X X 07/22/02 CLEAR CHANNEL COMMUNICATIONS INC TX X X 07/23/02 COEUR D ALENE MINES CORP ID X X 07/22/02 COLD METAL PRODUCTS INC NY X X 07/23/02 COLLEY CORP DE X 07/15/02 AMEND COMMERCIAL MORTGAGE PASS THROUGH CERT DE X X 07/17/02 COMMERCIAL MORTGAGE PASS THRU CERTIFI DE X X 07/17/02 COMPLE TEL EUROPE NV X 07/23/02 CONCEPTUS INC DE X 07/22/02 CONCERTO SOFTWARE INC DE X X 07/23/02 COOPER INDUSTRIES LTD X X X 07/23/02 CORGENIX MEDICAL CORP/CO NV X 07/23/02 CORNING INC /NY NY X 07/23/02 CORNING INC /NY NY X 06/30/02 COUNTRYWIDE HOME LOAN TRUST HOME LOAN NY X X 07/10/02 COVEST BANCSHARES INC DE X X 06/30/02 CVEO CORP MA X X 07/08/02 D&E COMMUNICATIONS INC PA X 07/23/02 DIGITAL ANGEL CORP DE X 03/27/02 AMEND DOT HILL SYSTEMS CORP NY X 07/22/02 E-MEDSOFT COM NV X 07/23/02 EL PASO CORP/DE DE X X 07/23/02 ENCHANTED VILLAGE INC DE X 07/22/02 ENCHANTED VILLAGE INC DE X 07/23/02 AMEND ENDOCARDIAL SOLUTIONS INC DE X X 07/22/02 EXPEDITORS INTERNATIONAL OF WASHINGTO WA X 07/23/02 FGIC SECURITIES PURCHASE INC DE X X 07/22/02 FIDELITY NATIONAL INFORMATION SOLUTIO DE X X 07/09/02 FINGER LAKES BANCORP INC X X 07/22/02 FIRST CHESTER COUNTY CORP PA X 06/30/02 FIRST COMMUNITY BANCORP /CA/ CA X X 07/23/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 07/17/02 FIRST UNION COMMERCIAL MORTGAGE PASS NC X X 07/14/02 FIRST UNION NATIONAL BANK COM MORT PA NC X X 07/14/02 FLAGSTAR BANCORP INC MI X X 07/22/02 FLOOR DECOR INC DE X 07/01/02 GAMESTOP CORP DE X X 07/18/02 GE CAPITAL COMMERCIAL MORT CORP MORT DE X X 07/10/02 GMAC COMMERCIAL MORTGAGE SECURITIES I DE X 07/01/02 GOLDEN STATE BANCORP INC DE X X 07/16/02 GS MORTGAGE SECURITIES CORP DE X X 07/16/02 HAWAIIAN ELECTRIC INDUSTRIES INC HI X 07/22/02 HOTELS COM DE X X 07/23/02 HOUSTON AMERICAN ENERGY CORP DE X X 07/18/02 ICU MEDICAL INC/DE DE X 07/22/02 IMAGISTICS INTERNATIONAL INC DE X X 07/23/02 IMPATH INC DE X X 07/19/02 INAMED CORP DE X X 07/19/02 INSTINET GROUP INC DE X X 07/23/02 INTERCEPT GROUP INC GA X X 07/18/02 INTERLIANT INC DE X X 07/22/02 INTERLINK ELECTRONICS INC DE X X 07/23/02 IRWIN FINANCIAL CORPORATION IN X X 07/23/02 J2 GLOBAL COMMUNICATIONS INC DE X X 07/22/02 J2 GLOBAL COMMUNICATIONS INC DE X X 07/22/02 JADE ENTERTAINMENT GROUP INC NY X 07/23/02 JAGGED EDGE MOUNTAIN GEAR INC CO X X X 07/22/02 KINDER MORGAN ENERGY PARTNERS L P DE X X 07/23/02 KINDER MORGAN INC KS X X 07/23/02 KINDER MORGAN MANAGEMENT LLC DE X X 07/23/02 LASALLE HOTEL PROPERTIES MD X X 07/22/02 LIFEPOINT HOSPITALS INC DE X X 07/23/02 LOGIC DEVICES INC CA X 07/23/02 LUCENT TECHNOLOGIES INC DE X 07/23/02 MANITOWOC CO INC WI X 07/23/02 MATRIXX INITIATIVES INC DE X X 07/12/02 MCDERMOTT INTERNATIONAL INC R1 X 07/22/02 MEDTOX SCIENTIFIC INC DE X 07/23/02 MELLON FINANCIAL CORP PA X X 07/19/02 MELLON RESIDENTIAL FUNDING CORP MOR P DE X X 07/15/02 MICROTUNE INC TX X 07/22/02 MICROVISION INC WA X X 07/19/02 MONROE BANCORP IN X X 07/16/02 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 07/19/02 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 07/17/02 MOUNTAINBANK FINANCIAL CORP NC X X 07/23/02 MTS INC CA X X 07/23/02 NATIONAL GOLF PROPERTIES INC MD X X 07/23/02 NATIONAL MEDICAL HEALTH CARD SYSTEMS NY X 07/19/02 NESCO INDUSTRIES INC NV X 06/18/02 NORTHEAST UTILITIES SYSTEM MA X 07/23/02 OCCAM NETWORKS INC/DE DE X 05/14/02 AMEND OFFICEMAX INC /OH/ OH X X 07/18/02 ORTHOVITA INC X X 07/19/02 PACIFICORP /OR/ OR X 09/30/02 PEABODY ENERGY CORP DE X X 07/19/02 PEABODY ENERGY CORP DE X X 07/22/02 PINNACLE WEST CAPITAL CORP AZ X X 06/30/02 PNM RESOURCES NM X X 06/30/02 PRECOM TECHNOLOGY INC X 07/23/02 RESCON TECHNOLOGY CORP WY X X X 07/22/02 RETURN ASSURED INC DE X X 04/26/02 AMEND SAFECO CORP WA X 07/22/02 SALIX PHARMACEUTICALS LTD X X 07/23/02 SCOTIA PACIFIC CO LLC DE X 07/22/02 SCOTTS LIQUID GOLD INC CO X 07/16/02 AMEND SEITEL INC DE X X 07/19/02 SMURFIT STONE CONTAINER CORP DE X X 07/23/02 SOUTHERN FINANCIAL BANCORP INC /VA/ VA X X 07/22/02 STRATEGIC INTERNET INVESTMENTS INC CO X X 07/22/02 STRUCTURED ASSET MORTGAGE INVEST MORT X X 07/19/02 STRUCTURED ASSET SEC CORP COMM MORT P DE X 07/01/02 SUPERIOR FINANCIAL CORP /AR/ DE X 07/22/02 SYNTROLEUM CORP DE X 07/16/02 TECH LABORATORIES INC NJ X X 07/17/02 TECHNOLOGY FUNDING PARTNERS III L P DE X 07/23/02 TICKETMASTER DE X X X 07/23/02 U S TECHNOLOGIES INC DE X 12/31/02 UMPQUA HOLDINGS CORP OR X X 07/23/02 UNITED NATIONAL BANCORP NJ X 07/22/02 US ENERGY CORP WY X 06/19/02 US SEARCH CORP COM DE X X 07/18/02 VANDERBILT MORTGAGE & FIN INC SEN SUB TN X 06/25/02 VERMONT TEDDY BEAR CO INC NY X 07/23/02 VESTCOM INTERNATIONAL INC NJ X 07/18/02 VIRGINIA FINANCIAL GROUP INC VA X X 07/17/02 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 07/19/02 WASHINGTON REAL ESTATE INVESTMENT TRU MD X X 04/22/02 WASHINGTON REAL ESTATE INVESTMENT TRU MD X X 04/22/02 WEBSTER FINANCIAL CORP DE X X 07/23/02 WESBANCO INC WV X 07/23/02 WEYERHAEUSER CO WA X 06/30/02 WILLIAMS COMPANIES INC DE X 07/22/02 ZIONS BANCORPORATION /UT/ UT X 07/23/02