SEC NEWS DIGEST Issue 2002-186 September 25, 2002 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS CLOSED MEETING - TUESDAY, OCTOBER 1, 2002 - 10:00 A.M. The subject matter of the closed meeting scheduled for Tuesday, October 1, 2002, will be: Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings of an enforcement nature; and Formal orders of investigations. CLOSED MEETING - THURSDAY, OCTOBER 3, 2002 - 10:00 A.M. The subject matter of the closed meeting scheduled for Thursday, October 3, 2002, will be: Institution and settlement of injunctive actions; and Institution and settlement of administrative proceedings of an enforcement nature. CHANGE IN THE MEETING: ADDITIONAL MEETING An additional closed meeting was held on Wednesday, September 25, 2002, at 10:15 a.m. The subject matter of the meeting was: Adjudicatory matter. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 942-7070. ENFORCEMENT PROCEEDINGS IN THE MATTER OF KFIR BARZILAY, YAN DIKSHTEYN, BORIS FIDLER, LAWRENCE PROSS, AND EUGENE BEIGELMAN On September 24, an administrative law judge issued an Order Making Findings and Imposing Sanctions by Default in the matter of Kfir Barzilay, Yan Dikshteyn, Boris Fidler, Lawrence Pross, and Eugene Beigelman. The Order Instituting Proceedings (OIP) alleged pursuant to Section 15(b) of the Securities Exchange Act of 1934 (Exchange Act) that Respondents Kfir Barzilay, Yan Dikshteyn, Boris Fidler, Lawrence Pross, and Eugene Beigelman engaged in securities violations under the Securities Act of 1933, the Exchange Act, and rules promulgated thereunder by churning their customers' accounts, unauthorized trading in customer accounts, and making unsuitable trades on behalf of their customers. The administrative law judge found the Respondents in default after they failed to answer the OIP, or to respond to an Order to Show Cause. Accordingly, all allegations in the OIP were found to be true, and each Respondent was barred from association with any broker or dealer. (Rel. 34-46536; File No. 3-10784) COMPOSITE HOLDINGS, INC. AND MERLE FERGUSON HELD IN CIVIL CONTEMPT On September 13, the Honorable Philip M. Pro, United States District Judge, entered an order holding Defendants Composite Holdings, Inc., aka Composite Industries, Inc. fka World Homes, Inc., and Merle Ferguson in civil contempt for violations of the January 14, 2002, Judgment which, among other provisions, enjoined Composite and Ferguson from violations of the antifraud provisions of the federal securities laws. The Court further ordered that Composite and Ferguson will remain in contempt until such time as Composite and Ferguson have conclusively demonstrated that they are not engaging in conduct enjoined by the January 14, 2002, Judgment. The Court also ordered that until Composite and Ferguson purge themselves of the contempt by conclusively demonstrating that they are not engaging in conduct which violates the January 14, 2002, Judgment, each defendant will pay a penalty of $120,000 plus $5,000 per day until they have corrected their false and misleading public statements. [SEC v. Composite Holdings, Inc., aka Composite Industries, Inc. fka World Homes, Inc., and Merle Ferguson, Case No. CV-S-01-0658-PMP-LRL (USDC D.Nev.)] (LR-17741) FEDERAL COURT REVOKES THOMAS HUGHES' BOND PENDING TRIAL The Commission announced today that on September 19 the Honorable Nora M. Manella, U.S. District Judge for the Central District of California, revoked defendant Thomas S. Hughes' release on bond and ordered him detained pending trial. Hughes, 52, of Rancho Palos Verdes, California was indicted on August 27, 2002, on seven criminal charges, including three counts of fraud under the Securities Exchange Act of 1934, three counts of wire fraud and one count of contempt. A grand jury returned a superceding indictment on September 17, 2002, adding another wire fraud charge to the original seven charges. All of the charges relate to Hughes' activities while the CEO and Chairman of the Board of eConnect, a San Pedro, California company (Pink Sheets: ECNT). U.S. v. Thomas S. Hughes, CR-02-937 NM (C.D. Cal.) In its court papers, the United States Attorney's Office for the Central District of California alleged that, after being released on bond, Hughes violated the terms of his release by ordering eConnect's public affairs officer to issue false and misleading information to the investing public. The United States Attorney's Office also alleged that Hughes violated a condition of his bond by using e-mail to send a press release to a wire service on or about September 5, 2002. The indictment alleges that Hughes has engaged in a fraudulent scheme by issuing false and misleading public statements - specifically press releases and website content - that artificially inflated the price of eConnect, whose stock was then publicly quoted on the Over-The-Counter Bulletin Board. The indictment also charges Hughes with criminal contempt of a permanent injunction against him obtained by the Commission in April 2000 in the case (SEC v. eConnect and Thomas S. Hughes, Civil Action Number CV-00-2959 MMM, RCx, C.D. Cal.; LR-16481). The Commission filed a related proceeding against eConnect, Hughes and others on August 8, 2002 and obtained emergency relief against Hughes and others, including an asset freeze, in Los Angeles federal court. On August 16, 2002, Judge Manella granted the Commission's request for a preliminary injunction and continued the asset freeze. The Commission's complaint charges Hughes with violations of Sections 10(b) and 16(a) of the Exchange Act and Rules 10b-5 and 16a-3 thereunder (SEC v. eConnect, et al., Civil Action Number CV-02-6156 NM, Mcx, C.D. Cal.; LR-17670). This case is the product of an investigation by the Securities and Exchange Commission, the United States Attorney's Office in Los Angeles, and the Federal Bureau of Investigation, which received assistance from NASD Regulation, Inc. [U.S. v. Thomas S. Hughes, CR-02-937 NM C.D. Cal.] (LR-17742) ORANGE COUNTY MAN SENTENCED FOR PARTICIPATION IN FRAUDULENT PRIME BANK INVESTMENT On September 23, United States District Judge Audrey Collins sentenced Scott K. Yoshizumi, age 41, of Fullerton, California, to 120 months in federal prison, based on his guilty plea to criminal charges of securities fraud, mail fraud, wire fraud and money laundering, arising from his participation in a fraudulent prime bank investment scheme. The United States Attorney for the Central District of California prosecuted Yoshizumi for operating a fraudulent "Ponzi" scheme that offered fictitious investments to individuals throughout the United States. As part of his guilty plea, Yoshizumi admitted that he defrauded over 100 investors of more than $17 million and that he had spent this money on personal expenses, including houses and luxury cars. In November 2000, the Securities and Exchange Commission filed an emergency civil action against Yoshizumi and others alleging fraud in the offer and sale of this investment. In October 2001, a Final Judgment was entered against Yoshizumi by default, concluding the Commission's litigation in this action. [SEC v. Concord Capital Enterprise, dba Concord Capital Inc. and Concord Capital Enterprises, Scott Yoshizumi, Ann Ta, and Dionisia Pappas, Civil Action No. SA CV 00- 1131 AHS (EEx) (C.D. Cal.)]; [U.S. v. Scott K. Yoshizumi, Case No. CR 01- 344 ABC (C.D. Cal.)] (LR-17743) SEC FILES FINANCIAL FRAUD CASE CHARGING THREE FORMER HOMESTORE EXECUTIVES; DEFENDANTS AGREE TO REPAY $4.6 MILLION IN ILLEGAL TRADING PROFITS The Commission today filed charges against three former senior executives of Homestore Inc. (formerly Homestore.com Inc.), based in Westlake Village, Calif., for perpetrating an extensive scheme to fraudulently inflate Homestore's on-line advertising revenues in 2001. The complaint, filed today in U.S. District Court in Los Angeles, charges that John Giesecke Jr., Homestore's former chief operating officer; Joseph J. Shew, its former chief financial officer; and John DeSimone, its former vice president of transactions, caused Homestore to overstate its advertising revenues by $46 million (64%) for the first three quarters of 2001. This action was brought in coordination with the U.S. Attorney's Office for the Central District of California, which simultaneously announced related criminal charges against the three defendants. Giesecke, Shew, and DeSimone have each agreed to settle the Commission's lawsuit, to plead guilty to the criminal charges, and to cooperate with the government in its continuing investigation. At the time of the violations, Homestore was one of the top Internet portals for real estate and related services. The Commission's complaint charges Giesecke, Shew, and DeSimone with arranging fraudulent "round-trip" transactions for the sole purpose of artificially inflating Homestore's revenues in order to exceed Wall Street analysts' expectations. The defendants circumvented applicable accounting principles and lied to Homestore's independent auditors about these transactions. While the fraud was ongoing, the defendants exercised stock options at prices ranging between approximately $21 and $32 per share, reaping profits ranging from approximately $169,000 to approximately $3.2 million. The Commission's complaint alleges as follows: Bogus Barter Transactions. Throughout 2000 and 2001, Homestore's sale of on-line advertisements was one of its primary revenue sources. Homestore engaged in a series of complex round-trip barter transactions to inflate revenues and meet Wall Street estimates. The essence of these transactions was a circular flow of money by which Homestore recognized its own cash as revenue. Specifically, Homestore paid inflated sums to various vendors for services or products; in turn, the vendors used these funds to buy advertising from two media companies. The media companies then bought advertising from Homestore either on their own behalf or as agents for other advertisers. Homestore recorded the funds it received from the media companies as revenue in its financial statements, in violation of applicable accounting principles. As a result of a significant revenue shortfall in the first quarter of 2001, the company devised a plan to use a major media company as an intermediary in some round-trip transactions. The overall scheme required Homestore to "refer" vendors to the media company, and the vendors to purchase on-line advertisements from that company. In return, the major media company purchased on-line advertising from Homestore for which the media company acted as a media buyer. Using this structure, Homestore paid a total of $49.8 million to various vendors in the first two quarters of 2001. These vendors then paid $45.1 million to a major media company to purchase on-line advertisements. Homestore, in turn, recorded $36.7 million in revenue from the major media company's related purchase of Homestore on-line advertisements. In short, Homestore recycled its own money to generate revenues. Homestore used this same general plan with another media company in the second and third quarters of 2001 to fraudulently recognize an additional $9.7 million in revenue. Charges Against the Defendants. In connection with these round-trip transactions, the Commission's complaint charges Giesecke, Shew, and DeSimone with securities fraud, lying to the auditors, falsifying Homestore's books and records, and aiding and abetting Homestore's reporting and record-keeping violations. The complaint alleges that Giesecke, Shew and DeSimone knew that the round-trip transactions had no economic substance and that Homestore paid cash to numerous intermediaries for the primary purpose of selling advertising and recognizing revenue from these or related transactions. Nevertheless, Giesecke, Shew and DeSimone carried out the fraudulent plan and recorded, or caused the company to record, revenue on these bogus deals. All three defendants lied to the company's independent auditors about the round-trip transactions and withheld business records from the auditors during their 2001 quarterly reviews. Shew and Giesecke also misrepresented Homestore's revenues to securities analysts covering the company, while Giesecke approved press releases containing inflated revenue numbers. The individuals charged and the terms of their settlements are: John Giesecke Jr., 42, of Malibu, Calif., who was Homestore's COO from January through December 2001 and before that its CFO. Giesecke, a California CPA, settled the Commission's action without admitting or denying the allegations in the complaint. Giesecke agreed to the entry of an order that: (1) permanently enjoins him from committing future violations of Section 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(5) of the Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 12b-20, 13a-13, 13b2-1, and 13b2-2 thereunder; (2) requires him to disgorge $3,445,021, including interest, from the exercise of his Homestore stock options; (3) requires him to pay a $360,000 civil penalty; and (4) permanently bars him from serving as an officer or director of a public company. Additionally, Giesecke has agreed to the entry of a public administrative proceeding pursuant to Rule 102(e) of the Commission's Rules of Practice, suspending him from practicing or appearing before the Commission as an accountant. Joseph J. Shew, 37, of West Chester, Pa., who was Homestore's CFO from about February through December 2001. Shew, a Pennsylvania CPA, settled the Commission's action without admitting or denying the allegations in the complaint. Shew agreed to the entry of an order that: (1) permanently enjoins him from committing future violations of Section 17(a) of the Securities Act and Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(5) of the Exchange Act and Rules 10b-5, 12b-20, 13a-13, 13b2-1, and 13b2-2 thereunder; (2) requires him to disgorge $1,053,751, including interest, from the exercise of his Homestore stock options; and (3) permanently bars him from serving as an officer or director of a public company. Additionally, Shew has agreed to the entry of a public administrative proceeding pursuant to Rule 102(e) of the Commission's Rules of Practice, suspending him from practicing or appearing before the Commission as an accountant. John DeSimone, 33, of Hermosa Beach, Calif., who was Homestore's Vice President of Transactions from approximately January through December 2001. DeSimone settled the Commission's action without admitting or denying the allegations in the complaint. DeSimone agreed to the entry of an order that: (1) permanently enjoins him from committing future violations of Section 17(a) of the Securities Act and Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(5) of the Exchange Act and Rules 10b-5, 12b-20, 13a-13, 13b2-1, and 13b2-2 thereunder; (2) requires him to disgorge $177,796, including interest, from the exercise of his Homestore stock options; and (3) bars him from serving as an officer or director of a public company for a period of ten years. The returned ill-gotten gains of approximately $4.6 million will be paid to the benefit of Homestore shareholders. In addition, the Commission is seeking the permission of the court to have Giesecke's civil monetary penalty of $360,000 paid to the benefit of shareholders under the Fair Funds provision of the recently enacted Sarbanes-Oxley Act of 2002. In related proceedings filed today by the U.S. Attorney's Office in Los Angeles, Giesecke has agreed to plead guilty to one count of conspiracy and one count of wire fraud, Shew has agreed to plead guilty to one count of conspiracy, and DeSimone has agreed to plead guilty to one count of securities fraud. Giesecke and DeSimone each face a maximum possible penalty of 10 years in prison, while Shew faces up to 5 years in prison. Their pleas are based on fraudulent conduct similar to that described in the Commission's complaint. As part of their plea agreements, all three defendants have agreed to cooperate with the Commission and the criminal authorities. The Commission also announced today that it would not bring any enforcement action against Homestore because of its swift, extensive and extraordinary cooperation in the Commission's investigation. This cooperation included reporting its discovery of possible misconduct to the Commission immediately upon the audit committee's learning of it, conducting a thorough and independent internal investigation, sharing the results of that investigation with the government (including not asserting any applicable privileges and protections with respect to written materials furnished to the Commission staff), terminating responsible wrongdoers, and implementing remedial actions designed to prevent the recurrence of fraudulent conduct. These actions, among others, significantly facilitated the Commission's expeditious investigation of this matter. This case is the product of an investigation by the Commission, the Federal Bureau of Investigation, and the U.S. Attorney's Office for the Central District of California. [SEC v. John Giesecke, Jr., Joseph J. Shew and John Desimone, USDC for the Central District of California, Civil Action No. CV 02-7471S VW (RZX)] (LR-17745; Press Rel. 2002-141) INVESTMENT COMPANY ACT RELEASES FIDELITY CONCORD STREET TRUST, ET AL. A notice has been issued giving interested persons until October 15, 2002, to request a hearing on an application filed by Fidelity Concord Street Trust, Fidelity Commonwealth Trust, Variable Insurance Products Fund II (the Funds) and Fidelity Management & Research Company for an order under Sections 6(c), 12(d)(1)(J) and 17(b) of the Investment Company Act and under Section 17(d) of the Act and Rule 17d-1 under the Act to permit certain joint transactions. The order would permit (a) applicants to hire subadvisers and materially amend subadvisory agreements without shareholder approval; (b) the Funds to invest cash collateral received in connection with a securities lending program in shares of affiliated registered and private funds; and (c) an affiliated entity acting as securities lending agent for the Funds to receive fees based on a share of the revenue generated from the Funds' securities lending activities. (Rel. IC-25740 - September 23) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGE The New York Stock Exchange filed a proposed rule change (SR-NYSE-2002- 37) to amend the exchange's automatic execution facility (NYSE Direct+). Publication of the proposal is expected in the Federal Register during the week of September 23. (Rel. 34-46527) DELISTINGS GRANTED An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Common Stock, $1.00 par value, of US Airways Group, Inc., effective at the opening of business on September 25, 2002. (Rel. 34-46541) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Common Stock, $.01 par value, of SLI, Inc., effective, at the opening of business on September 25, 2002. (Rel. 34-46542) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Common Stock, without par value, the 8 1/8% Senior Notes (due February 15, 2003) and the 10 « % Senior Notes (due December 15, 2004) of Conseco, Inc., as well as the following other securities of Conseco, Inc. and its related entities: the 9.16% Trust Originated Preferred Securities (TOPrS) of Conseco Financing Trust I; the 8.70% Trust Originated Preferred Securities (TOPrS) of Conseco Financing Trust V; the 9% Trust Originated Preferred Securities (TOPrS) of Conseco Financing Trust VI, and the 9.44% Trust Originated Preferred Securities (TOPrS) of Conseco Financing Trust VII, effective at the opening of business on September 25, 2002. (Rel. 34-46543) An order has been issued granting the application of the American Stock Exchange to strike from listing and registration call and put option contracts issued by The Options Clearing Corporation with respect to certain underlying securities, effective at the opening of business on September 25, 2002. (Rel. 34-46544) 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 UNITEDHEALTH GROUP INC, UNITEDHEALTH GROUP CENTER, 9900 BREN ROAD EAST, MINNEAPOLIS, MN, 55343, 9529361300 - 0 ($40,994,937.06) Equity, (File 333-100027 - Sep. 24) (BR. 01) S-8 ACAMBIS PLC, POWERHOUSE TECHNOLOGY PK 100 FULBOURN RD, CAMBRIDGE CB1 9PT, ENGLAND, X0, 00000, 0114412232 - 0 ($17,019,626.00) Equity, (File 333-100028 - Sep. 24) (BR. 01) S-3 ALLSTATE LIFE INSURANCE CO OF NEW YORK, ONE ALLSTATE DR, PO BOX 9095, FARMINGVILLE, NY, 11738, 5164515300 - 0 ($50,000,000.00) Other, (File 333-100029 - Sep. 24) (BR. 20) S-8 PHARMACEUTICAL RESOURCES INC, ONE RAM RIDGE RD, SPRING VALLEY, NY, 10977, 9144257100 - 1,500,000 ($41,552,183.75) Other, (File 333-100031 - Sep. 24) (BR. 01) SB-2 CRESCENT MOON INC, 2557 CANNAN RD., BLOOMFIELD, NY, 14469, 716 657-1010 - 250,000 ($62,500.00) Equity, (File 333-100032 - Sep. 24) (BR. 09) S-4 BANKNORTH GROUP INC/ME, ONE PORTLAND SQ, P O BOX 9540, PORTLAND, ME, 04112, 2077618500 - 0 ($67,855,890.00) Equity, (File 333-100033 - Sep. 24) (BR. 07) S-8 ORTHOVITA INC, 45 GREAT VALLEY PKWY, VALVERN, PA, 19355, 2156401775 - 0 ($6,500,000.00) Equity, (File 333-100034 - Sep. 24) (BR. 36) S-8 FINDEX COM INC, 11640 ARBOR ST, STE 201, OMAHA, NE, 68144, 4023331900 - 5,827,280 ($276,795.80) Equity, 125,000 ($18,500.00) Other, (File 333-100035 - Sep. 24) (BR. 03) SB-2 STRONGHOLD TECHNOLOGIES INC, 777 TERRACE AVE, HASBROUCK HEIGHTS, NJ, 07604, 2017271464 - 12,016,500 ($21,789,920.00) Equity, (File 333-100036 - Sep. 24) (BR. 03) S-8 THERMA WAVE INC, 1250 RELIANCE WAY, FREMONT, CA, 94539, 5104903663 - 292,107 ($350,528.40) Equity, (File 333-100037 - Sep. 24) (BR. 36) S-8 LSI INDUSTRIES INC, 10000 ALLIANCE RD, P O BOX 42728, CINCINNATI, OH, 45242, 5135796411 - 22,500 ($230,175.00) Equity, (File 333-100038 - Sep. 24) (BR. 36) S-8 LSI INDUSTRIES INC, 10000 ALLIANCE RD, P O BOX 42728, CINCINNATI, OH, 45242, 5135796411 - 750,000 ($7,672,500.00) Equity, (File 333-100039 - Sep. 24) (BR. 36) F-10 CP SHIPS LTD, 62-65 TRAFALGAR SQUARE, LONDON ENGLAND, X0, WC2N 5DY, 8132764600 - 200,000,000 ($200,000,000.00) Non-Convertible Debt, (File 333-100043 - Sep. 24) (BR. 05) S-11 APPLE HOSPITALITY FIVE INC, 0 ($200,000,000.00) Equity, (File 333-100044 - Sep. 24) (BR. ) SB-2 PACIFIC CMA INC, 4750 TABLE MESA DR, BOULDER, CO, 80301, 3034943000 - 0 ($3,000,000.00) Equity, (File 333-100045 - Sep. 24) (BR. 05) SB-2 LINK2 TECHNOLOGIES INC, 3235 W 4TH AVENUE, SUITE 101, VANCOUVER BC, A1, V6K1R8, 6047364989 - 9,077,500 ($907,750.00) Equity, (File 333-100046 - Sep. 24) (BR. ) S-4 KRONOS INTERNATIONAL INC, 16825 NORTHCHASE DRIVE SUITE 1200, HOUSTON, TX, 770602544, 2814233300 - 0 ($279,556,500.00) Non-Convertible Debt, (File 333-100047 - Sep. 24) (BR. ) SB-2 COVE APPAREL INC, 2408 CAMINO ANCLA, SAN CLEMENTE, CA, 92673, 9492482801 - 2,600,000 ($260,000.00) Equity, (File 333-100048 - Sep. 24) (BR. ) S-3 ELOYALTY CORP, 150 FIELD DRIVE SUITE 250, LAKE FOREST, IL, 60045, 3122284500 - 0 ($14,115,691.00) Equity, (File 333-100051 - Sep. 24) (BR. 05) S-3 DIGITAL FUSION INC/NJ/, 400 N ASHLEY DRIVE, SUITE 2600, TAMPA, FL, 33602, 8132210024 - 1,026,153 ($963,213.00) Other, (File 333-100052 - Sep. 24) (BR. 03) S-8 ESPERION THERAPEUTICS INC/MI, 3621 S STATE STREET 695KMS PLACE, 734-332-0506, ANN ARBOR, MI, 48108, 0 ($7,871,750.00) Equity, (File 333-100053 - Sep. 24) (BR. 01) S-3 TRIANGLE PHARMACEUTICALS INC, 4611 UNIVERSITY DRIVE, DURHAM, NC, 27707, 9194935980 - 0 ($80,000,000.00) Equity, (File 333-100054 - Sep. 24) (BR. 01) S-8 HUGHES SUPPLY INC, 20 N ORANGE AVE, STE 200, P O BOX 2273, ORLANDO, FL, 32802-2273, 4078414755 - 0 ($14,225,000.00) Equity, (File 333-100055 - Sep. 24) (BR. 36) S-3 FULLER H B CO, 1200 WILLOW LAKE BLVD, ST PAUL, MN, 55110-5132, 6126453401 - 0 ($500,000,000.00) Unallocated (Universal) Shelf, (File 333-100056 - Sep. 24) (BR. 02) S-8 UNITED TRADING COM, 19762 MACARTHUR BLVD, STE 300, IRVINE, CA, 92612, 9495539660 - 5,000,000 ($450,000.00) Equity, (File 333-100059 - Sep. 24) (BR. 04) S-3 INTERLAND INC /MN/, 303 PEACHTREE CENTER AVENUE, SUITE 500, ATLANTA, GA, 30303, 404-720-8301 - 9,701,823 ($26,291,940.33) Equity, (File 333-100060 - Sep. 24) (BR. 03) S-3 FAIR ISAAC & COMPANY INC, 200 SMITH RANCH ROAD, SAN RAFAEL, CA, 94903, 4154722211 - 2,703,190 ($92,800,513.00) Debt Convertible into Equity, (File 333-100061 - Sep. 24) (BR. 08) S-8 FAMILY ROOM ENTERTAINMENT CORP, 1041 NORTH FORMOSA AVENUE, MARY PICKFORD BUILDING SUITE 101, LOS ANGELES, CA, 90046, 3238502800 - 4,451,000 ($1,112,750.00) Equity, (File 333-100062 - Sep. 24) (BR. 04) S-3 VIRAGE LOGIC CORP, 46501 LANDING PARKWAY, FREEMONT, CA, 94538, 5103608000 - 210,000 ($2,011,800.00) Equity, (File 333-100063 - Sep. 24) (BR. 01) S-8 AMERICAN FIRE RETARDANT CORP, 9337 BOND AVENUE, 806-479-0449, EL CAJON, CA, 92012, 619-390-68 - 25,000,000 ($875,000.00) Equity, (File 333-100064 - Sep. 24) (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 ----------------------------------------------------------------------------------- A CONSULTING TEAM INC NY X 07/19/02 AMEND ACTIVEWORLDS COM INC X X 09/09/02 ADEPT TECHNOLOGY INC DE X X 09/24/02 AMERICAN RIVER HOLDINGS CA X 09/19/02 AMERICAN RIVER HOLDINGS CA X 09/19/02 AMERICREDIT FINANCIAL SERVICES INC DE X X X 09/05/02 ANC RENTAL CORP DE X X 09/24/02 ARDENT COMMUNICATIONS INC DE X X 02/28/02 ARV ASSISTED LIVING INC DE X X 09/24/02 AT COMM CORP DE X X 09/20/02 AUGRID OF NEVADA INC NV X 09/24/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X X 09/22/02 BB&T CORP NC X X 09/24/02 BEAR STEARNS COMMERCIAL MORTGAGE SEC NY X X 09/16/02 BEAR STEARNS COMMERCIAL MORTGAGE SECU DE X X 09/20/02 BECTON DICKINSON & CO NJ X X 09/24/02 BEDFORD PROPERTY INVESTORS INC/MD MD X 09/10/02 BELDEN & BLAKE CORP /OH/ OH X 09/18/02 BIOPROGRESS TECHNOLOGY INTERNATIONAL NV X X 07/18/02 BONGIOVI ENTERTAINMENT INC NV X X X 09/10/02 BOSTONFED BANCORP INC DE X X 09/20/02 BOYD BROS TRANSPORTATION INC DE X X 09/23/02 BRIGHTPOINT INC DE X X 09/23/02 BRINKER INTERNATIONAL INC DE X 09/24/02 BROWN TOM INC /DE DE X 09/23/02 C BASS MORTGAGE LOAN ASSET BACKED CER DE X X 08/25/02 CABOT MICROELECTRONICS CORP DE X X 09/24/02 CENDANT MORTGAGE CAPITAL CDMC MORT PA DE X 07/25/02 CENDANT MORTGAGE CAPITAL CDMC MORT PA DE X 08/26/02 CENTERPOINT ENERGY INC X 09/20/02 CHARTER MUNICIPAL MORTGAGE ACCEPTANCE DE X 09/13/02 CHICAGO MERCANTILE EXCHANGE HOLDINGS DE X 09/23/02 CHIRON CORP DE X X 09/24/02 CIT EQUIPMENT COLLATERAL 2002-VT1 DE X 09/18/02 CITIBANK SOUTH DAKOTA N A DE X 07/31/02 CLEVELAND ELECTRIC ILLUMINATING CO OH X 09/24/02 CLUBCORP INC DE X X 09/24/02 CNL RETIREMENT PROPERTIES INC MD X X 05/16/02 AMEND COMMERCIAL MORTGAGE PASS THRU CERTIFI DE X X 07/15/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 09/24/02 CWABS INC DE X X 08/14/02 CWABS INC DE X X 09/24/02 D & K HEALTHCARE RESOURCES INC DE X X 09/24/02 DATALOGIC INTERNATIONAL INC DE X 09/16/02 EDISON INTERNATIONAL CA X X 09/23/02 EL PASO CORP/DE DE X X 09/24/02 ELECTRONIC DATA SYSTEMS CORP /DE/ DE X 09/24/02 EMAGIN CORP NV X X 09/29/02 AMEND ENDOVASC LTD INC NV X 09/23/02 ENVIRONMENTAL REMEDIATION HOLDING COR CO X X 09/23/02 ENVIRONMENTAL SAFEGUARDS INC/TX NV X X 09/13/02 EPHONE TELECOM INC FL X X 08/29/02 EURONET WORLDWIDE INC DE X X 09/17/02 EVOLVING SYSTEMS INC DE X 09/19/02 EWORLD TRAVEL CORP NV X 09/24/02 FASHIONMALL COM INC DE X 09/16/02 FEDERAL MOGUL CORP MI X 09/24/02 FERRELLGAS PARTNERS L P DE X X 09/24/02 FINISH LINE INC /DE/ DE X X 09/23/02 FIRST BANKS AMERICA INC DE X 09/23/02 FIRST CHESTER COUNTY CORP PA X 09/24/02 FIRST HORIZON ASSET SECURITIES INC DE X X 09/23/02 FIRST HORIZON ASSET SECURITIES INC DE X X 09/23/02 FIRST UNION COM MOR SEC INC COM MOR P NY X X 09/17/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 09/17/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 09/16/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 09/17/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 09/16/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 09/17/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 09/17/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 09/17/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 09/16/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 09/17/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 09/17/02 FIRST UNION COMMERCIAL MORTGAGE PASS NC X X 09/13/02 FIRST UNION LEH BRO BANK OF AMER COM NY X X 09/18/02 FLEETWOOD ENTERPRISES INC/DE/ DE X 09/23/02 FORTUNE BRANDS INC DE X X 09/24/02 FULLER H B CO MN X X 09/09/02 GE CAPITAL COMMERCIAL MORT CORP COM M DE X 02/01/02 GE CAPITAL COMMERCIAL MORT CORP COM M DE X 03/01/02 GE CAPITAL COMMERCIAL MORT CORP COM M DE X 04/01/02 GE CAPITAL COMMERCIAL MORT CORP COM M DE X 05/01/02 GE CAPITAL COMMERCIAL MORT CORP COM M DE X 06/01/02 GE CAPITAL COMMERCIAL MORT CORP COM M DE X 07/01/02 GE CAPITAL COMMERCIAL MORT CORP COM M DE X 08/01/02 GE CAPITAL COMMERCIAL MORT CORP COM M DE X 12/01/01 AMEND GE CAPITAL COMMERCIAL MORT CORP COM M DE X 01/01/02 AMEND GLYCOGENESYS INC NV X X 09/18/02 GOLDMAN SACHS GROUP INC/ DE X 09/24/02 GREAT ATLANTIC & PACIFIC TEA CO INC MD X 09/11/02 GREAT ATLANTIC & PACIFIC TEA CO INC MD X 09/11/02 AMEND HAVANA GROUP INC DE X X X X 09/23/02 HEAVENEXPRESS COM INC FL X 09/24/02 IMAGEX COM INC WA X X 09/24/02 INTER CONTINENTAL SERVICES CORP MO X X X X X 09/23/02 INTERLAND INC /MN/ MN X X 09/23/02 INTERLAND INC /MN/ MN X 08/06/01 AMEND INTERNATIONAL BANCSHARES CORP TX X X 09/24/02 INTERNATIONAL MULTIFOODS CORP DE X X 09/24/02 INTUIT INC DE X 09/13/02 ITIS INC DE X X 09/16/02 AMEND JP MORGAN CHASE COMM MOR SEC CORP MOR DE X 09/01/02 KERR MCGEE CORP /DE DE X 09/24/02 KIDSTOYSPLUS COM INC NV X X 09/18/02 KNOWLEDGE NETWORKS INC NV X 09/24/02 LEHMAN BROTHERS HOLDINGS INC DE X X 09/24/02 LIONSHARE GROUP INC X X 05/28/02 LORAL ORION INC DE X 09/20/02 LORAL SPACE & COMMUNICATIONS LTD D0 X 09/20/02 MBNA CORP MD X 09/24/02 MEGAPRO TOOLS INC X 09/23/02 METROPOLITAN FINANCIAL CORP /OH/ OH X X 09/20/02 MICHAEL FOODS INC /MN MN X 09/24/02 MILLENNIUM CHEMICALS INC DE X 09/24/02 MILLS CORP DE X 05/31/02 AMEND MORGAN STANLEY DEAN WITTER CAPITAL I DE X X 09/23/02 MORGAN STANLEY DEAN WITTER CAPITAL I DE X X 05/25/02 MORGAN STANLEY DEAN WITTER CAPITAL I DE X X 06/25/02 MORGAN STANLEY DEAN WITTER CAPITAL I DE X X 07/25/02 MORGAN STANLEY DEAN WITTER CAPITAL I DE X X 08/25/02 MSU DEVICES INC DE X X 09/23/02 NASH FINCH CO DE X 09/24/02 NATIONAL STEEL CORP DE X X 09/24/02 NATIONSRENT INC DE X X 09/20/02 NEBO PRODUCTS INC UT X X X 09/20/02 NEIMAN MARCUS GROUP INC DE X X 09/23/02 NEW ENGLAND BUSINESS SERVICE INC DE X 09/24/02 NMXS COM INC DE X 09/19/02 NOBEL LEARNING COMMUNITIES INC DE X X 09/24/02 NORTHERN STAR FINANCIAL INC MN X X X 09/20/02 NORTHWESTERN CORP DE X X 09/20/02 AMEND NRG ENERGY INC DE X X 09/16/02 NUEVO ENERGY CO DE X 09/19/02 AMEND NVR INC VA X X 09/24/02 OCEAN BIO CHEM INC FL X 09/17/02 OPTIONS TALENT GROUP DE X X 09/19/02 PAXSON COMMUNICATIONS CORP DE X 09/23/02 PEOPLES BANCORP INC OH X 09/24/02 PEOPLES ENERGY CORP IL X 09/23/02 PERFICIENT INC DE X 09/03/02 POLAROID CORP DE X X 09/12/02 PRECISION OPTICS CORPORATION INC MA X 09/23/02 PRO GLASS TECHNOLOGIES INC NV X X X X X X X 09/10/02 PULASKI FINANCIAL CORP DE X X 09/24/02 RADIAN GROUP INC DE X 09/24/02 READERS DIGEST ASSOCIATION INC DE X 09/24/02 RENAISSANCE MORTGAGE ACCEPTANCE CORP DE X 09/24/02 RENAISSANCERE HOLDINGS LTD X X 09/20/02 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 09/24/02 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 09/24/02 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 09/24/02 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 09/23/02 RMS TITANIC INC FL X 11/30/02 ROHN INDUSTRIES INC DE X X 09/23/02 SAFECO CORP WA X 09/24/02 SALOMON MORTGAGE LOAN TRUST SER 2002- DE X 05/28/02 SALOMON MORTGAGE LOAN TRUST SER 2002- DE X 06/25/02 SALOMON MORTGAGE LOAN TRUST SER 2002- DE X 07/25/02 SALOMON MORTGAGE LOAN TRUST SER 2002- DE X 08/26/02 SHIRE PHARMACEUTICALS GROUP PLC X X 09/20/02 SHIRE PHARMACEUTICALS GROUP PLC X X 09/24/02 SONOMAWEST HOLDINGS INC CA X X 09/20/02 SONUS NETWORKS INC DE X X 09/24/02 SOUTHERN CALIFORNIA EDISON CO CA X X 09/23/02 SOUTHWESTERN ENERGY CO AR X X 09/24/02 SOUTHWESTERN ENERGY CO AR X X 09/24/02 TRANSDIGM INC DE X 09/24/02 TRIANGLE PHARMACEUTICALS INC DE X X 09/04/02 TRIPLE-S MANAGEMENT CORP X X 09/23/02 U S PLASTIC LUMBER CORP NV X X X 08/14/02 UNITED STATES STEEL CORP DE X X 09/24/02 UNITED THERAPEUTICS CORP DE X X 09/20/02 US ENERGY CORP WY X 09/04/02 AMEND VASTERA INC DE X X 09/24/02 VERTICALNET INC PA X X 09/12/02 WACHOVIA ASSET SECURITIZATION INC NC X X 09/24/02 WAL MART STORES INC DE X X 09/20/02 WELLS FARGO ASSET SECURITIES CORP DE X X 09/24/02 WILLIAMS COMPANIES INC DE X 09/19/02 WILLIAMS COMPANIES INC DE X 09/23/02