SEC NEWS DIGEST Issue 2006-74 April 18, 2006 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS CLOSED MEETING - WEDNESDAY, APRIL 26, 2006 - 2:00 P.M. The subject matter of the closed meeting scheduled for Wednesday, April 26, will be: Formal orders of investigation; Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings of an enforcement nature; Regulatory matter concerning financial institutions; and Amicus consideration. 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) 551-5400. NOTICE OF PROPOSED DISTRIBUTION PLAN AND OPPORTUNITY FOR COMMENT IN THE MATTER OF EDWARD D. JONES & CO., INC. On April 17, the Commission gave notice that, pursuant to Rule 1103 of the Commission's Rules of Practice, Edward D. Jones & Co., Inc. (Edward Jones), with the approval of the Fund Administrator, has filed its proposed Distribution Plan for the distribution of monies placed into a Fair Fund pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002 in the Matter of Edward D. Jones & Co., Inc., Administrative Proceeding File No. 3-11780. The Distribution Plan generally provides for distribution of the $75 million in disgorgement, prejudgment interest and civil penalties paid by Edward Jones in the Commission's action against it to all eligible customers of Edward Jones who purchased shares of mutual funds from seven Preferred mutual fund families that were available for sale by Edward Jones' registered representatives from Jan. 1, 1999, through Dec. 31, 2004. Any interested persons may print a copy of the proposed Distribution Plan from the Commission's public website, http://www.sec.gov/litigation/admin/2006/34-53660-pdp.pdf, and Edward Jones' public website, www.edwardjones.com. Interested persons may also obtain a written copy of the proposed Distribution Plan by submitting a written request to Anne C. McKinley, U. S. Securities and Exchange Commission, Midwest Regional Office, 175 West Jackson Boulevard, Suite 900, Chicago, Illinois 60604. All persons desiring to comment on the Distribution Plan may submit their views, in writing, by no later than May 17, 2006, to the Office of the Secretary, U.S. Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-1090, or by using the Commission's Internet comment form (http://www.sec.gov/litigation/admin.shtml), or by sending an e-mail to rule-comments@sec.gov. For more information see Rels. 33-8520, 34-50910; File No. 3-11780; Press Rel. 2004-177. (Rel. 34-53660; File No. 3-11780) ENFORCEMENT PROCEEDINGS IN THE MATTER OF DAVID LEBOE On April 17, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings and Imposing Remedial Sanctions (Order) against David T. Leboe. The Order finds that on March 27, 2006, the Commission filed a complaint against Leboe in Securities and Exchange Commission v. David T. Leboe, et al., Civil Action No. H-06-1020 (S.D. Tex.). The Order also finds that on March 28, 2006, the court entered a final judgment permanently enjoining Leboe, by consent, from future violations of Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5 and 13b2-1 thereunder, and aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. Leboe was also ordered to pay $1 in disgorgement and a $30,000 civil money penalty. The Commission's complaint alleged, among other things, that Leboe engaged in a fraudulent scheme which resulted in Enron filing materially false and misleading financial statements in the company's annual report on Form 10-K for the fiscal year ended Dec. 31, 2000, and in the company's quarterly report on Form 10-Q for the third quarter of fiscal year 2000. The complaint alleged that Leboe engaged in a number of improper accounting practices that materially increased Enron's annual and quarterly revenue and net income in a departure from Generally Accepted Accounting Principles (GAAP). These practices included, among other things, improperly accelerating the recognition of revenue from the sale of a construction contract, and concealing undocumented side agreements from Enron's independent auditors. In addition, the complaint alleged that Leboe actively sought to keep others from disclosing information to Enron's independent auditors about these side agreements. Based on the above, the Order suspends Leboe from appearing or practicing before the Commission as an accountant and provides that he may apply for reinstatement after five years. Leboe consented to the issuance of the Order without admitting or denying any of the findings in the Order. (Rel. 34-53661; AAE Rel. 2415; File No. 3-12263) IN THE MATTER OF DALE RASMUSSEN On April 17, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings and Imposing Remedial Sanctions (Order) against Dale G. Rasmussen. The Order finds that on March 27, 2006, the Commission filed a complaint against Rasmussen in Securities and Exchange Commission v. Dale G. Rasmussen, et al., Civil Action No. H- 06-1020 (S.D. Tex.). The Order also finds that on March 28, 2006, the court entered a final judgment permanently enjoining Rasmussen, by consent, from future violations of Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5 and 13b2-1 thereunder, and aiding and abetting violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b- 20, 13a-1 and 13a-13 thereunder. Rasmussen was also ordered to pay $1 in disgorgement and a $30,000 civil money penalty. The Commission's complaint alleged, among other things, that Rasmussen engaged in a fraudulent scheme to improperly accelerate the recognition of revenue from the sale of a construction contract which resulted in Enron filing materially false and misleading financial statements in the company's annual report on Form 10-K for the fiscal year ended December 31, 2000, and in the company's quarterly report on Form 10-Q for the third quarter of fiscal year 2000. The complaint alleged that Rasmussen, the primary Enron in house attorney working on the sale, negotiated various terms of the transaction and drafted several of the key documents. While doing this, he worked closely with Enron's accountants to ensure that the wording in the legal documents did not jeopardize Enron's efforts to circumvent Generally Accepted Accounting Principles. In addition, the complaint alleged that Rasmussen knew that undocumented side agreements relating to the sale were being concealed from Enron's independent auditors and that he actively sought to keep others from disclosing information to the auditors about these side agreements. Based on the above, the Order suspends Rasmussen from appearing or practicing before the Commission as an attorney and provides that he may apply for reinstatement after three years. Rasmussen consented to the issuance of the Order without admitting or denying any of the findings in the Order. (Rels. 34-53662; AAE Rel. No. 2416; File No. 3- 12264) ORDER EXEMPTING COMPUTERSHARE TRUST COMPANY OF CANADA AND COMPUTERSHARE INVESTOR SERVICES INC. FROM BROKER REGISTRATION REQUIREMENTS UNDER SECTION 15(A)(2) OF THE SECURITIES EXCHANGE ACT OF 1934 AND FROM REPORTING AND OTHER REQUIREMENTS ON A BROKER THAT IS NOT REGISTERED The Commission issued an order conditionally exempting Computershare Trust Company of Canada and Computershare Investor Services Inc. from the registration requirements of Section 15(a)(l) of the Securities Exchange Act of 1934 to the extent Computershare Trust Company of Canada and Computershare Investor Services Inc. are acting as brokers under that Act. The order also exempts Computershare Trust Company of Canada and Computershare Investor Services Inc. from the reporting and other requirements specifically imposed by the Act on a broker that is not registered with the Commission to the extent Computershare Trust Company of Canada and Computershare Investor Services Inc. are acting as brokers under the Act. The exemption is limited to administering dividend reinvestment and stock purchase plans, employee stock purchase plans, employee stock option plans, and odd-lot programs with U.S. resident investors. (Rel. 34-53667) COMPUTERSHARE TRUST COMPANY OF CANADA ORDERED TO PAY $500,000 PENALTY FOR ACTING AS AN UNREGISTERED TRANSFER AGENT AND BROKER On April 18, the Commission instituted and settled public administrative and cease-and-desist proceedings against Computershare Trust Company of Canada (Computershare), a transfer agent with its principal offices in Toronto, Ontario, Canada. This action concerns Computershare's failure to register with the Commission as a transfer agent or broker from June 2000 through April 14, 2004 (the relevant period). The Order finds that, during the relevant period, Computershare served as a transfer agent for at least 260 companies that had securities registered under Section 12 of the Exchange Act, and as a broker effecting securities transactions for U.S. resident investors on behalf of approximately 100 issuers. The Order further finds that, during the relevant period, Computershare failed to register as a transfer agent, as required under Section 17A(c) of the Exchange Act, or as a broker, as required under Section 15(a) of the Exchange Act. The Commission ordered Computershare to cease and desist from committing any violations and any future violations of Sections 17A and 15(a) of the Exchange Act, and censured the company. The Order also required that Computershare pay disgorgement of $509,366, prejudgment interest of $92,502.71 and a penalty of $500,000. The Commission further ordered Computershare to comply with undertakings, including the retention of an Independent Consultant to review its policies and procedures as they relate to compliance with Sections 17A and 15(a) of the Exchange Act. Computershare consented to the entry of the cease and desist order against it without admitting or denying the Commission's findings. In a related proceeding, Computershare requested that the Commission issue an order exempting it from the broker registration requirements of Section 15(a) of the Exchange Act. The Commission approved this request and issued an order granting the exemption today. (Rel. 34- 53668; File No. 3-12265) SEC FILES ENFORCEMENT ACTION AGAINST ENTERTAINMENT PROMOTER JACK UTSICK AND OTHERS IN CONNECTION WITH $300 MILLION OFFERING FRAUD The Commission announced that on April 17 it filed a civil injunctive action in the U.S. District Court for the Southern District of Florida against Worldwide Entertainment, Inc. and Entertainment Group Fund, Inc. and their principal John P. (Jack) Utsick, and American Enterprises, Inc. and Entertainment Funds, Inc. and their principals Robert Yeager and Donna Yeager, alleging violations of the antifraud and registration provisions of the federal securities laws in connection with a fraudulent offering that raised over $300 million from over 3,300 investors nationwide. The Commission has also requested the appointment of a receiver over all four corporate defendants. Simultaneously with the filing of its complaint, the Commission also filed Consents to the entry of Judgments of Permanent Injunction and Other Relief, executed by all the defendants, with proposed judgments for entry by the District Court. Defendants, without admitting or denying the allegations of the Complaint, consented to the entry of a judgment permanently enjoining them from engaging in the violations set forth above, and providing for an asset freeze, repatriation order, an accounting and disgorgement, with prejudgment interest, and the imposition of civil penalties, in amounts to be determined at a future date. The Commission's complaint alleges that from at least 1998 through late 2005, the defendants sold unregistered securities in the form of loan agreements or units in special purpose limited liability companies (LLCs) to raise funds for a variety of entertainment ventures produced and/or promoted by Jack Utsick, the third-largest independent entertainment promoter in the world according to Billboard Magazine. Defendants told prospective investors that their investments would earn annual returns ranging from 15% to 25% and, in some in instances, an additional 3% of the profits generated by Jack Utsick and his companies. The investments in the LLCs or loan agreements were usually for a term of one year, and many investors rolled over their principal and purported "profits" from project to project. Over the years, defendants raised funds for dozens of projects, including theatrical productions and concerts for well-known artists and groups such as Shania Twain, Elton John, Santana, The Pretenders and Aerosmith. The complaint further alleges that, in connection with the offering, the defendants made material misrepresentations and omissions to investors about, among other things, the profitability of their investments, the use of proceeds, the payment of commissions, and the existence of state disciplinary actions. The defendants' promised annual returns of 15% to 25% were baseless. Although the offering materials for each venture identified the particular concert or event for which funds would be used, Utsick commingled all of the funds received for the projects in two operating accounts (Worldwide or Entertainment Group), from which he paid all business and personal expenses. Because Utsick did not maintain any separate accounts or books and records for each project, it was impossible for defendants to determine the profitability of any event. Moreover, many of the entertainment projects Worldwide and Entertainment Group promoted or produced lost money (and at least one project was not produced) and, as a result, earlier investors were paid with monies the defendants raised from new investors. Additionally, contrary to the defendants' representations that no commissions were paid in connection with the offering, Utsick paid over $7 million in undisclosed commissions to the Yeagers and others. Utsick also used investor funds inconsistently with the purposes promised to investors. Utsick opened an options trading account for Entertainment Group through which he traded (and lost) nearly $17 million, and he used investor funds to, among other things, pay principal and interest to earlier investors, pay sales commissions, purchase two multimillion condominiums in Miami Beach, Florida, and to fund his lavish lifestyle. Finally, Defendants did not disclose to investors the existence of state securities actions by Wisconsin, Missouri and Michigan. The complaint charges the defendants with violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 (Securities Act), Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder and, as to Robert and Donna Yeager, American Enterprises and the Entertainment Funds, with violations of Section 15(a) of the Exchange Act. The Complaint seeks permanent injunctions prohibiting future violations of the securities laws, an accounting and disgorgement of ill-gotten gains, with prejudgment interest, imposition of civil penalties, and an asset freeze through the conclusion of the litigation. [SEC v. John P. Utsick et al., Civil Action No. 06-20975-CIV-UNGARO-BENAGES (S.D. Fla.)] (LR-19659) SEC SEEKS CIVIL CONTEMPT ORDER AGAINST ARCHITECT OF OFFERING FRAUD TARGETING SENIORS On March 31, 2006, the Commission filed in U.S. District Court for the Central District of California an application for an order to show cause why David R. Lund of Newport Beach, California should not be held in civil contempt for failing to comply with the court's preliminary injunction, order freezing assets, and other orders. According to the Commission's court papers, Lund has not complied with the court's orders freezing all of his monies and assets and prohibiting him from converting, disposing of or dissipating any of his property. According to the Commission, on Dec. 19, 2005, three days after Lund was served with the court's asset freeze order, he applied to World Savings Bank for a refinancing of his Newport Beach, California property. When the refinancing closed on Jan. 24, 2006, Lund converted $279,850 of the loan proceeds for his personal use. Should the court hold Lund in civil contempt, the Commission asked that the court impose a sanction sufficiently coercive to compel his compliance with the orders. Specifically, the Commission asked the court to incarcerate Lund and levy a daily fine until he complies with the orders. The Commission requested a May 1, 2006, hearing date for the contempt application. The Commission filed a complaint against Lund, his companies, Investors First Financial Services, Inc. (Investors First) and Investors Guild, Inc., and the three private offering funds Lund managed through his companies, Credit First Fund, LP, Credit First, LLC, and Credit First Income Plus, LLC (collectively, Credit First), in federal court on Dec. 15, 2005, alleging that the defendants fraudulently induced elderly investors nationwide to purchase $10.7 million of ownership units in Credit First. The defendants represented that investor funds would be used to purchase distressed debt, which Credit First would collect or resell at a profit. The defendants also represented that Credit First would pay investors a monthly return of one to three percent on their investment from Credit First's operations. The Commission alleges that, in actuality, Credit First was not profitable and Lund was operating a Ponzi-like scheme by using investor monies to pay promised returns. The Commission obtained orders freezing each of the defendants' assets, appointing a permanent receiver over Credit First, Investors First, and Investors Guild, Inc., prohibiting the destruction of documents, requiring accountings from the defendants, and preliminarily enjoining all of the defendants from future violations of the securities registration and antifraud provisions of the federal securities laws, Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The court found that "[p]laintiff provides evidence that at least some investors were told or led to believe through omission that they would be receiving a 1% (or more) return of profits," and "[d]efendants cannot overcome Plaintiff's evidence that material misrepresentations or omissions were made to investors regarding the profitability of the Funds." The SEC also seeks other relief, including disgorgement and civil penalties, against all defendants. For more information see LR- 19497 and LR-19565. [SEC v. CREDIT FIRST FUND, LP, CREDIT FIRST, LLC, CREDIT FIRST INCOME PLUS, LLC, INVESTORS FIRST FINANCIAL SERVICES, INC., INVESTORS GUILD, INC., AND DAVID R. LUND, Civil Action No. CV- 05-8741-DSF(PJWx) (C.D. Cal.)] (LR-19660) MICHAEL LAUER IS PRECLUDED FROM TESTIFYING AT TRIAL ON HIS OWN BEHALF FOR VIOLATING ASSET FREEZE ORDER, ACTING IN BAD FAITH BY FAILING TO TAKE PART IN THE DISCOVERY PROCESS AND REPEATEDLY VIOLATING COURT ORDERS The Commission announced that on March 14, 2006, the Honorable Kenneth A. Marra, United States District Judge for the Southern District of Florida clarified his Jan. 24, 2006, Order holding Defendant Michael Lauer in contempt of Court for violating the Court's asset freeze order, acting in bad faith by failing to take part in the discovery process and repeatedly violating Court Orders. The Court clarified that Lauer is precluded from testifying at the trial on his own behalf. A copy of the Magistrate's Report and Recommendation (PFD format, 5.83 MB) may be found at the Commission's website. [SEC v. Michael Lauer, et al., Case No. 03-80612-CIV-MARRA/VITUNAC (S.D. Fla.)] (LR-19661) SEC FILES AN ACTION AGAINST A CLEVELAND AREA MAN AND HIS UNREGISTERED INVESTMENT FUND FOR RUNNING A $50 MILLION PONZI SCHEME On April 17, the SEC filed a civil injunctive action in the U.S. District Court for the Northern District of Ohio against David A. Dadante and his IPOF Fund, an Ohio limited partnership. The complaint alleges that Dadante, an unregistered investment adviser, engaged in the fraudulent offer and sale of unregistered securities issued by IPOF, an unregistered investment company. From at least 1999 through November 2005, Dadante and IPOF raised approximately $50 million from at least 110 investors by soliciting them to purchase limited partnership interests in IPOF. Dadante lured investors with promises of low risk and high returns. In fact, Dadante and IPOF never invested the funds as promised. Rather Dadante used new investor money to pay returns to other investors, misappropriated millions of dollars of investor funds for his personal use, and pursued an undisclosed high- risk investment strategy. In furtherance of the scheme, Dadante lulled IPOF investors into a false sense of security by, among other things, providing them with falsified account statements reflecting that their returns met or exceeded IPOF's purported high guaranteed returns. In addition to seeking permanent injunctions against Dadante and IPOF, the SEC is seeking disgorgement from them and civil penalties from Dadante. [SEC v. David A. Dadante, et al, Civil Action No. 1:06CV0938, USDC for the Northern Dist. of Ohio] (LR-19662). INVESTMENT COMPANY ACT RELEASES FRANK RUSSELL INVESTMENT COMPANY, ET AL. A notice has been issued giving interested persons until May 12, 2006, to request a hearing on an application filed by Frank Russell Investment Company, et al., for an order under Section 12(d)(1)(J) of the Investment Company Act for an exemption from Sections 12(d)(1)(A) and (B) of the Act, and under Sections 6(c) and 17(b) of the Act for an exemption from Section 17(a) of the Act. The order would permit certain registered open-end management investment companies to acquire shares of other registered open-end management investment companies outside the same group of investment companies. (Rel. IC-27288 - April 17) INVESTMENT ADVISERS ACT RELEASES ADLER MANAGEMENT, LLC An order has been issued to Adler Management, LLC, under Section 202(a)(11)(F) of the Investment Advisers Act. The order declares that Adler Management, LLC and its employees acting within the scope of their employment to be persons not within the intent of Section 202(a)(11). (Rel. IA-2508) 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 DYAX CORP, 0 ($54,230,000.00) Equity, (File 333-133324 - Apr. 17) (BR. 01A) S-3 STONEPATH GROUP INC, TWO PENN CENTER PLAZA, SUITE 605, PHILADLEPHIA, PA, 19102, 4155754755 - 16,104,846 ($10,951,295.28) Equity, (File 333-133325 - Apr. 17) (BR. 05B) S-1 RYAN BECK HOLDINGS INC, 18 COLUMBIA TURNPIKE, FLORHAM PARK, NJ, 07932, (973) 549-4000 - 0 ($100,000,000.00) Equity, (File 333-133326 - Apr. 17) (BR. 07) SB-2 Intelligent Buying, Inc., 260 SANTA ANA COURT, SUNNYVALE, CA, 94085, (408) 744-1001 - 389,533 ($292,150.00) Equity, (File 333-133327 - Apr. 17) (BR. ) S-8 VASOGEN INC, 2155 DUNVIN DR, SUITE 10 L5L4M1, MISSISSAUGA ONTARIO, A6, 00000, 3,250,000 ($6,435,000.00) Other, (File 333-133328 - Apr. 17) (BR. 10C) S-1 EAUTOCLAIMS, INC, 110 EAST DOUGLAS RD, OLDSMAR, FL, 34677, 8137491020 - 59,445,052 ($17,833,515.00) Equity, (File 333-133329 - Apr. 17) (BR. 08A) F-3 BLUEPHOENIX SOLUTIONS LTD, 8 MASKIT STREET, HERZLIA, L3, 46120, 972-9-9526100 - 1,325,127 ($6,559,792.00) Equity, (File 333-133330 - Apr. 17) (BR. 03C) S-3 CHINA AUTOMOTIVE SYSTEMS INC, NO. 1, HENGLONG ROAD, YU QIAO DEVELOPMENT ZONE,JINGZHOU CICITY, HUBEI PROVINCE, F4, XXXXX, 0716-8324631 - 2,397,188 ($24,214,690.28) Equity, (File 333-133331 - Apr. 17) (BR. 05B) S-8 PDF SOLUTIONS INC, 333 WEST SAN CARLOS STREET, SUITE 700, SAN JOSE, CA, 95110, 4082807900 - 0 ($24,120,769.50) Equity, (File 333-133332 - Apr. 17) (BR. 03A) S-8 DOV PHARMACEUTICAL INC, 433 HACKENSACK AVENUE, HACKENSACK, NJ, 07601, 2019680980 - 661,530 ($10,465,404.60) Equity, (File 333-133333 - Apr. 17) (BR. 01A) S-8 INDEPENDENT BANK CORP, 288 UNION STREET, ROCKLAND, MA, 02370, 7818786100 - 0 ($1,583,000.00) Equity, (File 333-133334 - Apr. 17) (BR. 07C) S-3 MISSION WEST PROPERTIES INC, 10050 BANDLEY DRIVE, CUPERTINO, CA, 95014, 4087250700 - 86,088,095 ($968,491,068.75) Equity, (File 333-133335 - Apr. 17) (BR. 08B) S-8 NEW MEXICO SOFTWARE, INC, 5021 INDIAN SCHOOL ROAD NE, SUITE 100, ALBUQUERQUE, NM, 87110, 505-255-1999 - 15,000,000 ($2,025,000.00) Equity, (File 333-133336 - Apr. 17) (BR. 03A) S-3 CORGENTECH INC, 650 GATEWAY BOULEVARD, --, SOUTH SAN FRANCISCO, CA, 94080, 6506249600 - 0 ($100,000,000.00) Unallocated (Universal) Shelf, (File 333-133337 - Apr. 17) (BR. 01A) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: 1.01 Entry into a Material Definitive Agreement 1.02 Termination of a Material Definitive Agreement 1.03 Bankruptcy or Receivership 2.01 Completion of Acquisition or Disposition of Assets 2.02 Results of Operations and Financial Condition 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement 2.05 Cost Associated with Exit or Disposal Activities 2.06 Material Impairments 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 3.02 Unregistered Sales of Equity Securities 3.03 Material Modifications to Rights of Security Holders 4.01 Changes in Registrant's Certifying Accountant 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review 5.01 Changes in Control of Registrant 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics 6.01. ABS Informational and Computational Material. 6.02. Change of Servicer or Trustee. 6.03. Change in Credit Enhancement or Other External Support. 6.04. Failure to Make a Required Distribution. 6.05. Securities Act Updating Disclosure. 7.01 Regulation FD Disclosure 8.01 Other Events 9.01 Financial Statements and Exhibits 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 DATE COMMENT ------------------------------------------------------------------------------------------------------- 3COM CORP DE 1.01,9.01 04/13/06 3M CO DE 2.02,9.01 04/17/06 ACCELRYS, INC. DE 8.01,9.01 04/17/06 ACORDA THERAPEUTICS INC 7.01 04/17/06 AK STEEL HOLDING CORP DE 7.01,9.01 04/12/06 ALPINE GROUP INC /DE/ DE 4.01 04/11/06 AMERICAN EXPRESS CREDIT ACCOUNT MASTE DE 8.01,9.01 04/17/06 American Express Issuance Trust DE 8.01,9.01 04/17/06 AMERICAN MEDICAL TECHNOLOGIES INC/DE DE 1.01,2.03,3.02,5.01,9.01 04/11/06 AMERICAN RETIREMENT CORP TN 5.02,7.01,9.01 04/13/06 amerimine resources, inc. FL 1.01,2.01,3.02,5.01,9.01 04/05/06 AMEND ANDREW CORP DE 7.01,9.01 04/13/06 ANGELICA CORP /NEW/ MO 7.01,9.01 04/17/06 ANWORTH MORTGAGE ASSET CORP MD 2.02,9.01 04/17/06 APOLLO GOLD CORP 5.02 04/13/06 AQUANTIVE INC WA 7.01,8.01 04/13/06 ARRAY BIOPHARMA INC DE 8.01,9.01 04/17/06 ASV INC /MN/ MN 1.01,5.02,9.01 01/17/06 ATSI COMMUNICATIONS INC/DE NV 8.01 04/14/06 AVP INC DE 8.01,9.01 04/17/06 Bear Stearns ALT-A Trust 2006-2, Mort DE 8.01,9.01 03/31/06 BIGGEST LITTLE INVESTMENTS LP DE 8.01 04/15/06 BILL BARRETT CORP 1.01,2.03,7.01,9.01 04/13/06 BIOPHAN TECHNOLOGIES INC NV 5.02 04/12/06 BOOKHAM, INC. DE 2.02,9.01 04/16/06 BRESLER & REINER INC DE 8.01,9.01 04/13/06 BRISTOL MYERS SQUIBB CO DE 4.01 03/14/06 AMEND BRISTOL MYERS SQUIBB CO DE 4.01 03/14/06 AMEND BRISTOL MYERS SQUIBB CO DE 4.01 03/14/06 AMEND BUCKEYE TECHNOLOGIES INC DE 8.01,9.01 04/17/06 AMEND CALPINE CORP DE 2.06 04/17/06 CAPITALSOURCE INC DE 1.01,2.03,9.01 04/11/06 CARDIODYNAMICS INTERNATIONAL CORP CA 1.01,2.03,3.02,9.01 04/11/06 CARMIKE CINEMAS INC DE 2.02,8.01,9.01 04/17/06 CARROLLTON BANCORP MD 7.01,9.01 04/17/06 CASCADE CORP OR 1.01,2.02,5.03,9.01 04/11/06 CASCADE NATURAL GAS CORP WA 8.01,9.01 04/11/06 CELLEGY PHARMACEUTICALS INC CA 1.01,2.01,9.01 04/11/06 CENTRAL FREIGHT LINES INC NV 7.01,9.01 04/17/06 CENTRAL VALLEY COMMUNITY BANCORP CA 2.02,9.01 04/13/06 CENTURY BANCORP INC MA 1.01,5.02,9.01 04/17/06 CHANNELL COMMERCIAL CORP DE 2.02 04/17/06 CHASE BANK USA, NATIONAL ASSOCIATION DE 8.01,9.01 04/10/06 CHASE BANK USA, NATIONAL ASSOCIATION DE 8.01,9.01 04/17/06 CHASE CREDIT CARD MASTER TRUST NY 8.01,9.01 04/17/06 CHEMICAL FINANCIAL CORP MI 2.02,9.01 04/17/06 China 3C Group NV 5.02 04/11/06 CHINA FUND INC MD 7.01,9.01 03/01/06 CITIBANK SOUTH DAKOTA N A DE 8.01 03/28/06 CITIGROUP INC DE 2.02,7.01,9.01 04/17/06 Citigroup Mortgage Loan Trust 2006-CB 2.01,9.01 03/27/06 CODORUS VALLEY BANCORP INC PA 2.02,9.01 04/14/06 COLLECTORS UNIVERSE INC DE 7.01,9.01 04/17/06 COLUMBIA LABORATORIES INC DE 1.01,9.01 04/14/06 COMERICA INC /NEW/ DE 5.02 04/14/06 COMPASS BANCSHARES INC DE 2.02,9.01 04/17/06 COMPUTER HORIZONS CORP NY 5.02,9.01 04/11/06 COMVERSE TECHNOLOGY INC/NY/ NY 3.01,4.02,8.01,9.01 04/14/06 CORUS BANKSHARES INC MN 2.02,9.01 04/17/06 Crocs, Inc. DE 1.01,3.02,9.01 04/12/06 CROWN MEDIA HOLDINGS INC DE 8.01,9.01 04/13/06 DATREK MILLER INTERNATIONAL, INC. FL 5.02 04/13/06 DAYTON SUPERIOR CORP OH 4.02 04/17/06 DEERE & CO DE 5.02,9.01 04/13/06 DELTA MILLS INC DE 2.02,8.01,9.01 03/20/06 DELTA WOODSIDE INDUSTRIES INC /SC/ SC 2.02,8.01,9.01 03/29/06 DELUXE CORP MN 1.01,5.02,7.01,9.01 04/17/06 DESIGN WITHIN REACH INC DE 1.01,9.01 12/23/05 DEUTSCHE ALT-A SECURITIES INC 8.01,9.01 04/14/06 DIGI INTERNATIONAL INC DE 2.02,9.01 04/17/06 DOTRONIX INC MN 1.01,3.02,5.02,9.01 04/11/06 DynCorp International LLC 1.01,9.01 04/12/06 EAST WEST BANCORP INC 2.02,9.01 03/31/06 EATON CORP OH 2.02,9.01 04/17/06 ECC Capital CORP 1.01,2.02,2.05,2.06,9.01 04/11/06 Energy Transfer Equity, L.P. DE 2.02,9.01 04/17/06 ENGELHARD CORP DE 8.01,9.01 04/17/06 ENSCO INTERNATIONAL INC DE 7.01,9.01 04/17/06 ENVIROKARE TECH INC NV 8.01,9.01 04/14/06 ENVIRONMENTAL POWER CORP DE 1.01 04/11/06 ERIE INDEMNITY CO PA 8.01,9.01 04/17/06 ESCHELON TELECOM INC 2.02,9.01 04/17/06 EXPONENT INC DE 2.02,7.01,9.01 04/17/06 EZCORP INC DE 1.01,8.01 04/11/06 Federal Home Loan Bank of Indianapoli X1 2.02,9.01 04/17/06 FEDERAL TRUST CORP FL 8.01,9.01 04/14/06 FEDERAL TRUST CORP FL 3.02,9.01 04/14/06 FIRST CHESTER COUNTY CORP PA 2.02 03/31/06 FIRST COMMUNITY BANCORP /CA/ CA 2.02,9.01 04/17/06 FIRST RELIANCE BANCSHARES INC SC 2.02,9.01 04/13/06 Firstline Environmental Solutions Inc FL 5.03,9.01 03/24/06 FORTUNE INDUSTRIES, INC. DE 5.03,9.01 04/13/06 GARDNER DENVER INC DE 2.02,9.01 04/17/06 GENOMIC HEALTH INC 5.02,7.01,9.01 04/11/06 GENUINE PARTS CO GA 2.02,9.01 04/17/06 GLOWPOINT INC DE 2.03 04/12/06 GNC CORP DE 1.01,1.02,5.02,9.01 04/11/06 GRAINGER W W INC IL 2.02,9.01 03/31/06 GREATBATCH, INC. DE 1.01 04/13/06 GREENMAN TECHNOLOGIES INC DE 5.02,9.01 04/12/06 GRIFFIN LAND & NURSERIES INC DE 5.02 04/17/06 GROUP 1 AUTOMOTIVE INC DE 5.02,7.01,9.01 04/12/06 GTREX CAPITAL, INC. DE 5.03 04/11/06 HARLEYSVILLE NATIONAL CORP PA 2.02,9.01 03/31/06 HARLEYSVILLE NATIONAL CORP PA 8.01,9.01 04/17/06 HARTFORD LIFE INSURANCE CO CT 9.01 04/17/06 HCA INC/TN DE 2.02,7.01,9.01 04/17/06 HealthMarkets, Inc. DE 5.03,8.01,9.01 04/17/06 HELIX ENERGY SOLUTIONS GROUP INC MN 7.01,9.01 04/13/06 HOLOGIC INC DE 1.01,9.01 04/17/06 HORACE MANN EDUCATORS CORP /DE/ DE 8.01,9.01 04/17/06 HORIZON BANCORPORATION INC FL 2.02,9.01 04/17/06 HOST AMERICA CORP DE 8.01 04/11/06 HOUSTON EXPLORATION CO DE 7.01,9.01 04/17/06 Hughes Communications, Inc. DE 1.01,2.03,7.01,9.01 04/13/06 HYPERCOM CORP DE 5.02 04/03/06 AMEND ICONIX BRAND GROUP, INC. DE 1.01,2.01,2.03,3.02,9.01 04/11/06 IDACORP INC ID 8.01 04/17/06 IMMUNE RESPONSE CORP DE 1.01,3.02,3.03 04/11/06 IMPERIAL INDUSTRIES INC DE 4.01,9.01 04/11/06 INCENTRA SOLUTIONS, INC. NV 1.01,2.01,2.03,3.02,7.01,9.01 04/13/06 IndyMac INDX Mortgage Loan Trust 2006 8.01,9.01 03/31/06 INFORMEDIX HOLDINGS INC NV 8.01,9.01 04/12/06 INNOVEX INC MN 2.02,9.01 04/17/06 INTEGRATED ELECTRICAL SERVICES INC DE 3.01 04/11/06 INTERNATIONAL MONETARY SYSTEMS LTD /W WI 1.01,2.03,9.01 04/12/06 Intersearch Group Inc FL 1.02,2.02 04/17/06 INX Inc DE 3.01,9.01 04/17/06 J P MORGAN CHASE & CO DE 9.01 04/13/06 JAVELIN PHARMACEUTICALS, INC DE 8.01,9.01 04/17/06 JOHNSON & JOHNSON NJ 8.01 04/17/06 JP Morgan Chase Commercial Mortgage S DE 8.01,9.01 03/30/06 KAIRE HOLDINGS INC DE 4.02 04/14/06 KB HOME DE 1.01,2.03,9.01 04/12/06 KELLWOOD CO DE 1.01,2.03,9.01 04/12/06 KERR MCGEE CORP /DE DE 7.01,9.01 04/17/06 KUSHNER LOCKE CO CA 8.01,9.01 04/13/06 LAKE AREA CORN PROCESSORS LLC 2.02,9.01 04/11/06 LAKELAND FINANCIAL CORP IN 2.02,9.01 03/31/06 LAKELAND INDUSTRIES INC DE 2.02,9.01 04/17/06 LARREA BIOSCIENCES CORP NV 1.01 04/17/06 Lehman XS Trust 2006-5 DE 8.01 03/31/06 LIPIDVIRO TECH INC NV 9.01 04/17/06 LONGVIEW FIBRE CO WA 7.01,9.01 04/17/06 LONGVIEW FIBRE CO WA 7.01,9.01 04/17/06 LONGVIEW FIBRE CO WA 7.01,9.01 04/17/06 LSB BANCSHARES INC /NC/ NC 2.02,7.01,9.01 04/17/06 MACATAWA BANK CORP MI 2.02,9.01 04/17/06 MACDERMID INC CT 4.01,9.01 04/17/06 AMEND Macquarie Infrastructure CO Trust DE 1.01,9.01 04/14/06 MAJESTIC STAR CASINO LLC IN 1.01,9.01 04/14/06 MARSHALL & ILSLEY CORP/WI/ WI 2.02,9.01 04/17/06 MEDIACOM COMMUNICATIONS CORP DE 7.01 04/17/06 MEDICAL PROPERTIES TRUST INC 7.01,9.01 04/17/06 MEDICIS PHARMACEUTICAL CORP DE 8.01 04/13/06 MEGADATA CORP NY 1.01,9.01 04/13/06 MEMORY PHARMACEUTICALS CORP 1.01,9.01 04/17/06 MERRILL LYNCH MORTGAGE INVESTORS TRUS DE 8.01,9.01 03/31/06 MERRILL LYNCH MUNICIPAL ABS INC NY 8.01,9.01 04/03/06 METROLOGIC INSTRUMENTS INC NJ 5.02 04/11/06 MILLS CORP DE 1.01 04/11/06 MLCFC Commercial Mortgage Trust Serie DE 1.01,9.01 03/30/06 MOHEGAN TRIBAL GAMING AUTHORITY 2.02,9.01 04/17/06 MUELLER INDUSTRIES INC DE 1.01,9.01 04/12/06 NASDAQ STOCK MARKET INC DE 1.01,2.03,9.01 04/11/06 NAVIGATORS GROUP INC DE 8.01 04/17/06 NAVISITE INC DE 1.01,1.02,2.03,3.02,8.01,9.01 04/11/06 NETWORK 1 SECURITY SOLUTIONS INC DE 2.02,9.01 04/12/06 New Century Energy Corp. CO 1.01 04/13/06 NEWPARK RESOURCES INC DE 8.01,9.01 04/12/06 NEXT INC/TN DE 7.01 04/17/06 NEXT INC/TN DE 2.02,9.01 02/27/06 NOVADEL PHARMA INC DE 1.01,9.01 04/17/06 NOVAMED INC DE 3.01,9.01 04/12/06 NTS REALTY HOLDINGS LP DE 1.01,9.01 04/11/06 OAK HILL FINANCIAL INC OH 2.02,9.01 04/13/06 OGLEBAY NORTON CO /OHIO/ OH 1.02,3.03,8.01,9.01 04/12/06 OLD POINT FINANCIAL CORP VA 2.02,9.01 04/17/06 ORTHOFIX INTERNATIONAL N V 1.01,9.01 04/11/06 ORTHOFIX INTERNATIONAL N V 1.01,1.02 02/23/06 OSULLIVAN INDUSTRIES HOLDINGS INC DE 1.01 04/12/06 OSULLIVAN INDUSTRIES INC DE 1.01 04/12/06 PACIFIC ENERGY PARTNERS LP 8.01,9.01 04/13/06 Paradigm Holdings, Inc WY 4.01,9.01 04/11/06 PARK CITY GROUP INC DE 7.01 03/31/06 PARK NATIONAL CORP /OH/ OH 2.02,9.01 04/17/06 PAXSON COMMUNICATIONS CORP DE 8.01 04/12/06 PAYCHEX INC DE 5.03 04/13/06 PHARMACEUTICAL PRODUCT DEVELOPMENT IN NC 2.02,9.01 04/17/06 PHOTONIC PRODUCTS GROUP INC NJ 8.01 04/17/06 PIEDMONT NATURAL GAS CO INC NC 2.05,8.01,9.01 04/13/06 PINOAK INC /NV/ NV 1.01,2.01,5.01,5.02, 04/14/06 5.03,5.06,8.01,9.01 POORE BROTHERS INC DE 5.02,7.01,9.01 04/17/06 PORTAL SOFTWARE INC DE 1.01,3.03,9.01 04/11/06 POTOMAC ELECTRIC POWER CO VA 1.01,2.03 04/13/06 POWER TECHNOLOGY INC/CN NV 1.01,9.01 04/11/06 PREMIER COMMUNITY BANKSHARES INC VA 8.01,9.01 03/31/06 PRIVATEBANCORP INC DE 2.02 04/17/06 PRO DEX INC CO 2.02,5.02,7.01,9.01 04/12/06 Probe Manufacturing Inc NV 5.02,9.01 04/13/06 PROCTER & GAMBLE CO OH 5.02 04/17/06 QUOVADX INC DE 4.01,9.01 04/03/06 AMEND RALI Series 2006-QO3 Trust DE 8.01,9.01 04/17/06 REALMARK PROPERTY INVESTORS LIMITED P DE 4.01,9.01 04/17/06 REALMARK PROPERTY INVESTORS LTD PARTN DE 4.01,9.01 04/17/06 REALMARK PROPERTY INVESTORS LTD PARTN DE 4.01,9.01 04/17/06 REALMARK PROPERTY INVESTORS LTD PARTN DE 4.01,9.01 04/17/06 Red Lion Hotels CORP WA 8.01 04/10/06 REGIONS FINANCIAL CORP DE 2.02,7.01,9.01 04/17/06 RELATIONSERVE MEDIA INC 9.01 02/03/06 AMEND REMEDYTEMP INC CA 1.01,9.01 04/12/06 REPUBLIC FIRST BANCORP INC PA 2.02,9.01 03/31/06 RESIDENTIAL CAPITAL CORP DE 8.01 04/17/06 Revelstoke Industries, Inc. NV 5.02 03/16/06 RIVIERA HOLDINGS CORP NV 7.01 04/14/06 RSA SECURITY INC/DE/ DE 2.02,8.01,9.01 04/17/06 S&T BANCORP INC PA 9.01 03/31/06 SABA SOFTWARE INC DE 2.01,9.01 02/02/06 AMEND SAXON CAPITAL INC MD 7.01,9.01 04/17/06 SCHWAB CHARLES CORP DE 2.02,9.01 04/17/06 SEAWRIGHT HOLDINGS INC DE 4.02 02/24/06 Services Acquisition Corp. Internatio DE 8.01,9.01 04/17/06 SFBC INTERNATIONAL INC DE 7.01,9.01 04/12/06 SHARPER IMAGE CORP DE 2.02,9.01 04/17/06 SHERWIN WILLIAMS CO OH 1.01,9.01 04/17/06 SILVERADO FINANCIAL INC NV 5.02 03/01/06 SMUCKER J M CO OH 1.01,5.02,9.01 04/12/06 SMUCKER J M CO OH 1.01 04/13/06 Solo Cup CO DE 5.02,9.01 04/17/06 SPECTRALINK CORP CO 1.01,5.02,7.01,9.01 04/17/06 SPECTRUM SCIENCES & SOFTWARE HOLDINGS DE 4.01,9.01 04/11/06 STEEL TECHNOLOGIES INC KY 1.01 04/11/06 STOCKERYALE INC MA 2.02,9.01 04/17/06 STRONGHOLD TECHNOLOGIES INC NV 1.01,2.03,3.02,4.02,9.01 04/12/06 STUDENT LOAN CORP DE 2.02,9.01 04/17/06 SUN BANCORP INC /NJ/ NJ 2.02,9.01 04/17/06 SUN NEW MEDIA INC. MN 7.01,9.01 04/17/06 SUNRISE USA INC NV 5.03,9.01 03/27/06 SUNTRUST BANKS INC GA 2.02,7.01,9.01 04/17/06 SUPERCONDUCTOR TECHNOLOGIES INC 1.01,5.02,9.01 04/17/06 SUPERVALU INC DE 5.03,9.01 04/12/06 SYMANTEC CORP DE 8.01 03/29/06 TD BANKNORTH INC. DE 1.01,3.02,9.01 04/13/06 TECHNICAL OLYMPIC USA INC DE 1.01,2.03 04/12/06 TELEVIDEO INC DE 8.01,9.01 04/11/06 THIRD WAVE TECHNOLOGIES INC /WI DE 5.03,9.01 04/11/06 TIDELANDS OIL & GAS CORP/WA NV 4.02,9.01 04/17/06 TOPPS CO INC DE 8.01 04/17/06 TRANS LUX CORP DE 8.01,9.01 12/31/05 TRANSOCEAN INC E9 8.01,9.01 04/17/06 TRIARC COMPANIES INC DE 1.01,9.01 03/20/06 TRUSTMARK CORP MS 9.01 04/13/06 TUPPERWARE BRANDS CORP DE 4.01,9.01 02/20/06 U. S. Premium Beef, LLC DE 7.01,9.01 04/14/06 ULTICOM INC NJ 3.01,4.02,8.01,9.01 04/16/06 ULTRASTRIP SYSTEMS INC FL 5.02 03/29/06 UNION BANKSHARES INC VT 2.02,8.01,9.01 04/14/06 UNITED HERITAGE CORP UT 1.01,9.01 04/11/06 UROMED CORP DE 3.02 04/17/06 US AIRWAYS GROUP INC DE 3.02,9.01 04/11/06 USA TECHNOLOGIES INC PA 5.05,9.01 04/11/06 V F CORP PA 2.02,7.01,9.01 04/17/06 VALLEY FINANCIAL CORP /VA/ VA 8.01 04/14/06 VASCULAR SOLUTIONS INC DE 2.02,9.01 04/17/06 VERINT SYSTEMS INC 3.01,4.02,8.01,9.01 04/14/06 Viacom Inc. DE 1.01,2.03,9.01 04/12/06 VINEYARD NATIONAL BANCORP CA 1.01,9.01 04/17/06 VYYO INC DE 2.02,9.01 04/17/06 WACHOVIA CORP NEW NC 2.02,9.01 04/17/06 WCI COMMUNITIES INC 1.01 04/17/06 AMEND WCI COMMUNITIES INC 1.01,9.01 04/17/06 AMEND WGNB CORP GA 2.02,9.01 04/12/06 WILLIAMS COMPANIES INC DE 1.02,8.01,9.01 04/13/06 WINDSWEPT ENVIRONMENTAL GROUP INC DE 1.01,5.03,9.01 04/13/06 AMEND WORLD FINANCIAL NETWORK CREDIT CARD M DE 8.01,9.01 04/17/06 XM SATELLITE RADIO HOLDINGS INC DE 8.01 04/12/06 YUKON GOLD CORP INC DE 5.02 12/21/04 YUM BRANDS INC NC 8.01,9.01 04/10/06