SEC NEWS DIGEST Issue 2004-75 April 19, 2004 COMMISSION ANNOUNCEMENTS JAMES MCCONNELL TO TESTIFY James M. McConnell, Executive Director of the Commission, will testify on Tuesday, April 20, at a field hearing in New York City of the House Subcommittee on Efficiency and Financial Management concerning resource allocation and strategic planning. The hearing will be delivered at 10:30 a.m. at the City campus of Pace University, 1 Pace Plaza, New York, New York. RULES AND RELATED MATTERS DISCLOSURE REGARDING MARKET TIMING AND SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS On April 13, the Commission issued a release adopting amendments to Forms N-1A, N-3, N-4, and N-6 under the Securities Act of 1933 and the Investment Company Act of 1940. The amendments (1) require open-end management investment companies and variable insurance products to disclose in their prospectuses information about the risks of, and policies and procedures with respect to, the frequent purchase and redemption of investment company shares; (2) clarify that open-end management investment companies and insurance company managed separate accounts that offer variable annuities are required to explain both the circumstances under which they will use fair value pricing and the effects of using fair value pricing; and (3) require open-end management investment companies and insurance company managed separate accounts that offer variable annuities to disclose their policies with respect to disclosure of portfolio holdings information. (Rels. 33-8408; IC-26418) ENFORCEMENT PROCEEDINGS ERNST & YOUNG LLP An Administrative Law Judge has issued an Initial Decision finding that Ernst & Young LLP (Ernst & Young) was not independent when it audited the financial statements of PeopleSoft Inc. (PeopleSoft) for fiscal years 1994 through 1999. The independence violations occurred while Ernst & Young was PeopleSoft's auditor. Ernst & Young held a PeopleSoft license, which made possible a software product for which Ernst & Young paid royalties to PeopleSoft, and Ernst & Young worked with PeopleSoft to obtain contracts to implement PeopleSoft software. The judge concluded that Ernst & Young's conduct violated Rule 2-02 of Securities and Exchange Commission's (Commission) Regulation S-X, caused PeopleSoft to violate Sections 7(a) and 10(a) of the Securities Act of 1933, Sections 13(a) and 14(a) of the Securities Exchange Act of 1934 (Exchange Act), Rules 13a-1 and 14a-3, and Section 4C of the Exchange Act and Rule 102(e) of the Commission's Rules of Practice. The Initial Decision orders Ernst & Young to: (1) cease and desist from violating and causing violations of the statutory provisions cited above; (2) disgorge audit fees of $1,686,500 and prejudgment interest; and (3) retain an independent consultant to review its procedures and practices on auditor independence in connection with business relationships with audit clients. The Initial Decision also suspends Ernst & Young from accepting audit engagements for new Commission registrants for six months. (Initial Decision No. 249; File No. 3- 10933) IN THE MATTER OF MICHAEL GARIAN, A/K/A MELKON GHARAKHANIAN, A/K/A BIKA BALIAN An Administrative Law Judge has issued an Order Making Findings and Imposing Sanction By Default (Default Order) against Michael Garian, a/k/a Melkon Gharakhanian, a/k/a Bika Balian (Garian). The Order Instituting Proceedings alleged that on Feb. 12, 2004, a judgment was entered against Garian in the U.S. District Court for the Central District of California, permanently enjoining him from violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. The Default Order finds these allegations to be true and bars Garian from association with any investment adviser. (Rel. IA-2227; File No. 3-11432) SEC FILES EMERGENCY ACTION AGAINST SPEAR & JACKSON, INC., OBTAINS TEMPORARY RESTRAINING ORDER, ASSET FREEZES, AND REMOVES CEO DENNIS CROWLEY The Commission announced that on April 15 it filed a complaint and obtained a temporary restraining order (TRO) and other emergency relief against Spear & Jackson, Inc., an OTC Bulletin Board company headquartered in Boca Raton, Florida, and its CEO Dennis P. Crowley. The SEC's complaint charges that for the last two years, Crowley has been secretly selling Spear & Jackson stock through brokerage accounts in the name of nominee companies based in the British Virgin Islands. To date, Crowley's illegal sales of Spear & Jackson stock total more than $3 million. At the Commission's request, Judge Donald P. Middlebrooks of the United States District Court for the Southern District of Florida also issued an Order temporarily barring Crowley from serving as an officer or director of any public company, and appointing a Corporate Monitor to oversee Spear & Jackson's affairs. According to the Commission's complaint, Spear & Jackson is a household tool manufacturer and distributor with over 750 employees and operations around the world. For its fiscal year ended Sept. 30, 2003, Spear & Jackson had revenues of more than $90 million, with a majority of those revenues coming from the United Kingdom and other European countries. The Commission's complaint alleges that over the past two years, Crowley has orchestrated a pump-and-dump scheme to manipulate the share price of Spear & Jackson stock. Starting in 2002, Crowley, along with an Orlando, Florida-based stock promoter, defendant International Media Solutions (IMS), and IMS' two principals, defendants Yolanda Velazquez and Kermit Silva, used false information to tout Spear & Jackson stock to registered representatives and broker-dealers around the country. Between January 2002 and July 2003, Spear & Jackson's stock price increased from $2 to $16 per share. Crowley profited from that increase in Spear & Jackson's stock price by selling stock that he secretly held in the names of nominee companies. According to the Commission's complaint, Crowley used nominee companies based in the British Virgin Islands illegally to obtain over 1.2 million shares of Spear & Jackson stock during 2002, some of which he obtained through the filing of a fraudulent Form S-8 registration statement. The Commission's complaint alleges that during the time that Crowley and IMS promoted Spear & Jackson shares, Crowley sold almost 650,000 of these shares, realizing over $3 million in profits. Crowley also transferred some of the illegally obtained Spear & Jackson shares to IMS, which sold them for approximately $1.6 million. The Commission's complaint also alleges that Crowley has committed at least one similar scheme in the past. In 2001, the Commission's complaint alleges, Crowley secretly gained control of another public company. According to the Commission's complaint, that company issued over 1.4 million shares of its stock to the offshore nominee companies that Crowley controlled, which were sold for over $450,000 in profits. In addition to the temporary officer and director bar and order appointing a Corporate Monitor for Spear & Jackson, the Court issued an order, among other things: (a) temporarily enjoining the defendants from violating the antifraud and other provisions of the federal securities laws; (b) freezing the assets of all of the defendants (except Spear & Jackson) and of the offshore nominee companies and certain other companies that Crowley controls; (c) requiring the defendants (except Spear & Jackson) to repatriate assets held abroad; (d) and requiring Crowley, Velazquez, and Silva to surrender their passports and prohibiting them from traveling outside the United States. The complaint charges violations of Sections 5(a), 5(c), 17(a) and 17(b) of the Securities Act, Sections 10(b), 13(a), 13(d), 16(a), and 15(a) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-14, and 16a-3 thereunder. As final relief, the Commission seeks permanent injunctions, disgorgement of all ill-gotten gains plus prejudgment interest; civil penalties, and against Crowley a penny stock and officer and director bar and against Velazquez and Silva, a penny stock bar. The Commission wishes to thank the National Association of Securities Dealers and the British Virgin Islands Financial Services Commission for its assistance in this investigation. The Commission's investigation is continuing. The Commission also announced that earlier in this matter, it filed a subpoena enforcement action against Silva. That action, which the Commission filed on March 19, 2004, alleged that pursuant to a subpoena issued on Jan. 29, 2004, Silva was obligated to appear for testimony before the Commission staff on numerous occasions between Feb. 20, 2004 and March 17, 2004. On each of those occasions, however, Silva chose not to appear, and instead informed the Commission staff, through counsel, that he would need extensions of the testimony dates. The last of those requests for an extension occurred just days before his scheduled testimony date. [SEC v. Spear & Jackson, Inc., et al., Case No. 04-CIV-80354, SDFL]; [SEC v. Kermit Silva, Case No. 04-CIV-20654, SDFL] (LR-18668) COMMISSION CHARGES FORMER HEADS OF OREX GOLD MINES CORPORATION AND BOILER ROOM OPERATORS IN PUMP-AND-DUMP SCHEME On April 16, the Commission filed a complaint in the U.S. District Court for the Southern District of Florida against defendants John Surgent, Barry Abrams, Warren Hemedinger, Scott Piccininni, Paul Tahan, Robert Vitale, Mark Chavez, Sal Puccio, and Victor A. Lessinger in connection with a fraudulent pump-and-dump manipulation of the stock of Orex Gold Mines Corporation (Orex) between March and July 1999. The Commission's complaint alleges that between March and July 1999, the defendants used false promotional materials and classic "boiler-room" tactics to sell approximately $6 million of Surgent's unregistered Orex securities. According to the complaint, defendants Surgent, Abrams, and Hemedinger were all associated at the time with Orex, which claimed to be in the business of extracting gold from iron ore by means of an environmentally safe process. The complaint further alleges that Surgent, a recidivist securities law violator and disbarred attorney, controlled the majority of Orex stock and -- together with Abrams and Hemedinger -- created and distributed promotional materials that falsely portrayed Orex as an active, established mining company with mines and a revolutionary gold extraction process. In truth, the complaint alleges, Orex neither owned any mines nor possessed any mining equipment. Moreover, the gold extraction process that formed the cornerstone of the Orex promotional campaign had never been tested or implemented on a commercial basis. The complaint further alleges that defendants Piccininni, Tahan, Chavez, Puccio, and Vitale (Preferred brokers), operated a brokerage "boiler room" from the Pompano Beach, Florida office of Preferred Securities Group, Inc., a broker-dealer registered with the Commission. The complaint alleges that the Preferred brokers agreed to sell Surgent's Orex stock to unsuspecting investors through Preferred, in exchange for a share of the Surgent's profits. According to the complaint, the Preferred brokers employed abusive sales practices and fraudulent misrepresentations to pressure customers to purchase Orex. The complaint alleges that defendant Lessinger, Preferred's president, opened the Pompano Beach branch office, authorized the Preferred brokers to solicit transactions in Orex, and personally approved numerous transactions in Orex securities. According to the complaint, the Preferred brokers also routinely failed to provide customers with the disclosures and documents required by the penny stock disclosure rules of the Securities Exchange Act of 1934 (Exchange Act). Preferred brokers ultimately sold approximately $3 million in unregistered Orex securities - and transactions in Orex stock grew to account for at least 50% of the business of the entire Pompano Beach branch office. The complaint alleges that the defendants' scheme drove the price of Orex stock from $1.50 per share to more than $7.50 per share over the course of three months, after which the price abruptly collapsed to just pennies a share. Between the Preferred boiler room and other means, the complaint alleges, Surgent sold over 1 million Orex shares for a total gross profit of approximately $6 million. The Commission's complaint alleges that by engaging in the foregoing conduct, (1) defendants Surgent and Abrams violated Sections 5 and 17(a) of the Securities Act of 1933 (Securities Act), Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5; (2) defendant Hemedinger violated Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5; (3) defendants Piccininni, Tahan, Chavez, Puccio, and Vitale violated Sections 5 and 17(a) of the Securities Act, and Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5, and aided and abetted violations of Section 15(g) of the Exchange Act and Exchange Act Rules 15g-2, 15g-4 and 15g-5; and (4) Lessinger, as a control person (pursuant to Section 20(a) of the Exchange Act) violated Sections 10(b) and 15(g) of the Exchange Act, and Exchange Act Rules 10b-5, 15g-2, 15g-4 and 15g-5, as well as NASD Conduct Rule 3010 (the NASD's Failure to Supervise rule). The Commission seeks final judgments against the defendants that permanently enjoin them from further violations of the federal securities laws, bar them from participating in any penny stock offerings, and require them to pay to civil penalties and disgorgement (with prejudgment interest thereon). In addition, the Commission seeks officer and director bars against Surgent, Abrams, and Hemedinger. Without admitting or denying the allegations in the Commission's complaint, Piccininni and Tahan have consented to entry of final judgments against them that permanently enjoin them from violating Sections 5 and 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5 - and also enjoin them from aiding and abetting violations of Section 15(g) of the Exchange Act and Exchange Act Rules 15g-2, 15g-4 and 15g-5. If approved by the Court, the Final Judgments against Piccininni and Tahan will also permanently bar them from participating in any penny stock offerings. In addition, without admitting or denying the SEC's findings, defendants Piccininni and Tahan have agreed to Commission administrative orders that permanently bar them from association with any registered broker or dealer, based on the federal district court's anticipated entry of injunctions against them. Piccininni and Tahan were previously convicted in a related criminal proceeding, in part from their conduct at Preferred, sentenced to terms of incarceration, and ordered to pay $5 million and $4,040,000, respectively, in restitution. In light of the criminal sanction and restitution order previously imposed against defendants Piccininni and Tahan, the Commission did not seek to impose disgorgement or civil penalties against them. Finally, without admitting or denying the allegations in the Commission's complaint, defendant Abrams consented to entry of a final judgment against him that would permanently enjoin him from violations of Sections 5 and 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5, permanently bar him from participating in any penny stock offering, and permanently bar him from acting as an officer or director of any public company. The proposed Final Judgment also orders Abrams to pay disgorgement of $50,000, plus prejudgment interest thereon, but waives payment of those amounts based on his demonstrated inability to pay. [SEC v. John W. Surgent, et al., Civil Action No. 04-60493 -CIV SDFL (JIC)] (LR-18669) SEC OBTAINS ORDER OF PRELIMINARY INJUNCTION AND CONTINUATION OF ASSET FREEZE AGAINST TIMOTHY HEYMAN AND HEYMAN INTERNATIONAL, INC. FOR PERPETRATION OF $10 MILLION PONZI SCHEME On April 15, the Commission obtained an Order of Preliminary Injunction and Other Relief (Order) from the U.S. District Court for the Northern District of Alabama preliminarily enjoining Timothy R. Heyman (Heyman) and Heyman International, Inc. (Heyman International), pursuant to their consent, from violating the antifraud and registration provisions of the federal securities laws in connection with a $10 million Ponzi scheme. The Order also continues the asset freeze and other ancillary relief previously ordered by the Court on April 5, upon granting the Commission's Ex Parte Motion for a Temporary Restraining Order and Other Emergency Relief. The Commission's complaint that it filed in this action alleged that from at least 2001 to the present, Heyman raised at least $10 million from approximately 150 investors through the unregistered offer and sale of securities issued by Heyman International. Heyman represents to investors that as a result of investments that he makes, investors will earn a minimum of 10% per month on their fully refundable principal investment. The Commission's complaint alleges that, in reality, Heyman is operating a Ponzi scheme by using investor funds to pay previous investors their monthly returns and to pay his personal expenses. The Commission's complaint alleges that Heyman has used at least $1.3 million of investor funds to pay personal expenses, including several luxury cars and lavish trips. The complaint also alleges that Heyman invested at most a de minimus amount of investor funds and that Heyman International does not have sufficient funds in its bank accounts to repay investors as represented in the Depository Agreement. The Order preliminarily restrains and enjoins Heyman and Heyman International from violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Order also, among other things, continues the freeze of Heyman's and Heyman International's assets and the freeze of Heyman International investor funds wherever located. The Commission acknowledges the continued assistance and cooperation of the Federal Bureau of Investigation, the Internal Revenue Service and the State of Alabama Securities Commission. All of the agencies' investigations are continuing. [SEC v. Timothy R. Heyman and Heyman International, Inc., Civil Action No. CV-04-CO-0686-S, USDC, ND AL] (LR- 18670) SEC SUES VINCENT IANNAZZO AND MILTON STANSON FOR SECURITIES FRAUD On April 19, the Commission filed a civil action in federal court against Vincent P. Iannazzo and Milton E. Stanson (Defendants), founders and former directors of Emex Corporation (Emex), alleging that they engaged in a fraudulent scheme to artificially inflate Emex's stock price from at least October 2000 through April 2001. As alleged in the complaint, Defendants caused Emex, in press releases and in its annual report, to make false or materially misleading statements about its technology and a related financing agreement. Among other things, Defendants caused Emex to announce that it possessed a commercially viable proprietary technology, and that the company was ready to build a commercial plant utilizing that technology with a $100 million financing proposal it had obtained through the efforts of Credit Suisse First Boston. In fact, Emex's technology only was at the developmental stage and never had been proven to be commercially viable. Furthermore, Emex's financing agreement was with Fieldstone, Inc., a small investment bank whose name Emex intentionally omitted from its public statements on the subject. In addition, Emex had little prospect of raising any money under its financing agreement with Fieldstone. Therefore, despite Emex's representations to the contrary, the company had neither the technology nor the money to build a commercial plant. The Commission's complaint alleges that Iannazzo and Stanson violated Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder, and aided and abetted the violation of Sections 10(b) and 13(a) of the Exchange Act and Rules 10b-5, 12b-20 and 13a-1 thereunder. The Commission is seeking to enjoin Iannazzo and Stanson from committing future violations of these provisions, to compel them to pay monetary penalties, and to bar Iannazzo and Stanson from serving as officers or directors of a public company. The Commission also is seeking to compel Mr. Stanson to pay disgorgement, with prejudgment interest thereon. [SEC v. Vincent P. Iannazzo and Milton E. Stanson, Civil Action No. 04 CIV 02 989 (MBM), USDC, SDNY, MHx] (LR-18671) TRUST INDENTURE ACT RELEASES COVANTA ENERGY CORPORATION The Commission has issued an order on an application by under Section 304(d) of the Trust Indenture Act of 1939. The order conditionally exempts from the certificate or opinion delivery requirements of Section 314(d) of the 1939 Act certain provisions of an indenture between Covanta Energy, certain guarantors and U.S. Bank National Association, as trustee. (Rel. TI-2418 - April 16) STANDARDS SETTING BOARDS PROPOSED RULES The Commission published for comment proposed rules (PCAOB-2003-08) submitted by the Public Company Accounting Oversight Board governing inspections of registered public accounting firms. Publication of the proposed rules is expected in the Federal Register during the week of April 19. The comment period will end 21 days after the proposed rules are published in the Federal Register. (Rel. 34-49579) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change filed by the Pacific Exchange to clarify the PCX General Membership Fees portion of the PCX Schedule of Fees and Charges (SR-PCX-2004-26) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of April 19. (Rel. 34- 49569) APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change submitted by the National Association of Securities Dealers relating to arbitrator classification and disclosure in NASD arbitrations (SR-NASD-2003-95). (Rel. 34-49573) 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, $.10 par value, of Cavalier Homes, Inc., effective at the opening of business on April 19. (Rel. 34-49570) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the 8 3/8% Sinking Fund Debentures (due April 15, 2016) of Borden Chemical, Inc., effective at the opening of business on April 19. (Rel. 34-49571) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Class A Common Stock, $.10 par value, of Bush Industries, Inc., effective at the opening of business on April 19. (Rel. 34-49572) 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 LAIDLAW INTERNATIONAL INC, 55 SHUMAN BLVD., SUITE 400, NAPERVILLE, IL, 60563, 6308483000 - 0 ($71,089,762.00) Equity, (File 333-114512 - Apr. 16) (BR. 05) S-8 ISECURETRAC CORP, 4024982734 - 3,400,417 ($1,190,146.00) Equity, (File 333-114513 - Apr. 16) (BR. 37) S-3 INSPIRE PHARMACEUTICALS INC, 4222 EMPEROR BLVD STE 470, DURHAM, NC, 27703-8466, 9199419777 - 0 ($140,000,000.00) Equity, (File 333-114517 - Apr. 16) (BR. 01) S-8 TELTRONICS INC, 2150 WHITEFIELD INDUSTRIAL WAY, SARASOTA, FL, 34243, 941-753-5000 - 15,000 ($10,500.00) Equity, (File 333-114518 - Apr. 16) (BR. 37) S-3 TENNECO AUTOMOTIVE INC, 500 NORTH FIELD DRIVE, LAKE FOREST, IL, 60045, 847-482-50 - 0 ($175,000,000.00) Equity, (File 333-114520 - Apr. 16) (BR. 05) S-3 ISONICS CORP, 5906 MCINTYRE STREET, GOLDEN, CO, 80403, 3032797900 - 0 ($7,718,751.00) Equity, (File 333-114521 - Apr. 16) (BR. 06) S-3 HEWITT ASSOCIATES INC, 0 ($658,170,000.00) Equity, (File 333-114522 - Apr. 16) (BR. 08) N-2 BLACKROCK KELSO CAPITAL, 40 EAST 52ND STREET, NEW YORK, NY, 10022, 2124821600 - 50,000,000 ($750,000,000.00) Equity, (File 333-114523 - Apr. 16) (BR. 22) S-3 GE COMMERCIAL MORTGAGE CORP, 292 LONG RIDGE ROAD, STAMFORD, CT, 06927, 2033574000 - 0 ($1,000,000.00) Other, (File 333-114525 - Apr. 16) (BR. 05) S-8 INTERNATIONAL ABSORBENTS INC, 1569 DEMPSEY ROAD, NORTH VANCOUVER, A1, V7K 1S8, 6046816181 - 225,000 ($460,516.00) Equity, (File 333-114526 - Apr. 16) (BR. 04) S-1 THOMAS PROPERTIES GROUP INC, 515 SOUTH FLOWER STREET 6TH FLOOR, LOS ANGELES, CA, 90071, 2136131900 - 0 ($250,000,000.00) Equity, (File 333-114527 - Apr. 16) (BR. 08) S-8 BOYDS COLLECTION LTD, 350 S ST, MCSHERRYSTOWN, PA, 17344, 7176339898 - 0 ($287,000.00) Equity, (File 333-114528 - Apr. 16) (BR. 02) S-3 GLOBAL PAYMENT TECHNOLOGIES INC, 20 EAST SUNRISE HIGHWAY, SUITE 201, VALLEY STREAM, NY, 11788, 5162311177 - 743,169 ($2,983,824.00) Other, (File 333-114529 - Apr. 16) (BR. 03) S-8 UNITED DEFENSE INDUSTRIES INC, 1525 WILSON BLVD, SUITE 700, ARLINGTON, VA, 22209-2411, 7033126100 - 0 ($66,480,000.00) Equity, (File 333-114531 - Apr. 16) (BR. 05) S-3 TRIZEC PROPERTIES INC, 1114 AVENUE OF THE AMERICAS 31ST FLOOR, NEW YORK, NY, 10036, 2123829300 - 0 ($500,000,000.00) Equity, (File 333-114532 - Apr. 16) (BR. 08) S-3 MINE SAFETY APPLIANCES CO, 121 GAMMA DR, OHARA TOWNSHIP, PITTSBURGH, PA, 15238, 4129673000 - 0 ($86,541,930.00) Equity, (File 333-114533 - Apr. 16) (BR. 36) S-8 AMERON INTERNATIONAL CORP, 245 S LOS ROBLES AVE, PASADENA, CA, 91101, 6266834000 - 0 ($17,713,500.00) Equity, (File 333-114534 - Apr. 16) (BR. 06) S-8 TODHUNTER INTERNATIONAL INC, 222 LAKEVIEW AVE STE 1500, WEST PALM BEACH, FL, 33401, 5616558977 - 0 ($10,363,950.00) Equity, (File 333-114535 - Apr. 16) (BR. 02) S-8 HUDSON CITY BANCORP INC, WEST 80 CENTURY RD, PARAMUS, NJ, 07652, 2019671900 - 240,000 ($8,012,700.00) Equity, (File 333-114536 - Apr. 16) (BR. 07) S-8 DIATECT INTERNATIONAL CORP, 435-654-4370 - 3,000,000 ($750,000.00) Equity, (File 333-114537 - Apr. 16) (BR. 02) S-8 AMERICAN IDC CORP, 9800 SEPULVEDA BLVD, STE 625, LOS ANGELES, CA, 90045, 3103420760 - 6,000,000 ($420,000.00) Equity, (File 333-114539 - Apr. 16) (BR. 08) S-1 NEXTEST SYSTEMS CORP, 1901 MONTEREY RD, SAN JOSE, CA, 95112, 4088177200 - 0 ($90,000,000.00) Equity, (File 333-114540 - Apr. 16) (BR. ) S-4 SBA COMMUNICATIONS CORP, ONE TOWN CENTER RD, THIRD FLOOR, BOCA RATON, FL, 33486, 5619957670 - 0 ($402,024,000.00) Non-Convertible Debt, (File 333-114541 - Apr. 16) (BR. 06) S-11 BIMINI MORTGAGE MANAGEMENT INC, 3305 FLAMINGO DRIVE, SUITE 100, VERO BEACH, FL, 32963, 7722311400 - 0 ($159,758,655.00) Equity, (File 333-114542 - Apr. 16) (BR. 08) S-3 CENTERPOINT ENERGY INC, 1111 LOUISIANT ST., HOUSTON, TX, 77002, 7132073000 - 200,000 ($2,529,372.48) Equity, (File 333-114543 - Apr. 16) (BR. 02) S-4 TOLL BROTHERS INC, 3103 PHILMONT AVE, HUNTINGDON VALLEY, PA, 19006, 2159388000 - 0 ($300,000,000.00) Other, (File 333-114544 - Apr. 16) (BR. 06) N-2 TORTOISE ENERGY INFRASTRUCTURE CORP, 10801 MASTEIN BLVD, OVERLAND PARK, KS, 66210, 9139811020 - 0 ($1,000,000.00) Non-Convertible Debt, (File 333-114545 - Apr. 16) (BR. 16) S-8 ADA-ES INC, 4,221 ($35,583.03) Equity, (File 333-114546 - Apr. 16) (BR. 06) S-4 ADVANCED ACCESSORY HOLDINGS CORP, 0 ($88,000,000.00) Other, (File 333-114547 - Apr. 16) (BR. ) S-4 FISHER SCIENTIFIC INTERNATIONAL INC, LIBERTY LANE, HAMPTON, NH, 03842, 6039265911 - 0 ($3,336,177,394.80) Equity, (File 333-114548 - Apr. 16) (BR. 02) S-1 NETLOGIC MICROSYSTEMS INC, 450 NATIONAL AVENUE SUITE 101, MOUNTAIN VIEW, CA, 94043, 6509616676 - 0 ($86,250,000.00) Equity, (File 333-114549 - Apr. 16) (BR. ) S-8 SUN MICROSYSTEMS INC, 4150 NETWORK CIRCLE, SANTA CLARA, CA, 95054, 6509601300 - 0 ($248,376.25) Equity, (File 333-114550 - Apr. 16) (BR. 03) S-8 SUN MICROSYSTEMS INC, 4150 NETWORK CIRCLE, SANTA CLARA, CA, 95054, 6509601300 - 0 ($30,000,000.00) Non-Convertible Debt, (File 333-114551 - Apr. 16) (BR. 03) N-2 PROSPECT STREET ENERGY CORP, 0 ($207,000,000.00) Equity, (File 333-114552 - Apr. 16) (BR. ) N-2 MARATHON CAPITAL FINANCE CORP, 0 ($200,000,000.00) Equity, (File 333-114553 - Apr. 16) (BR. ) S-1 BILL BARRETT CORP, 1099 18TH STREET, SUITE 2300, DENVER, CO, 80202, 303-293-9100 - 0 ($172,500,000.00) Equity, (File 333-114554 - Apr. 16) (BR. ) S-3 AIRSPAN NETWORKS INC, CAMBRIDGE HOUSE OXFORD ROAD, UXBRIDGE MIDDLESEX UB81UN, UNITED KINGDOM, X0, 00000, 0114418954 - 835,000 ($5,160,300.00) Equity, (File 333-114555 - Apr. 16) (BR. 37) SB-2 THEGLOBE COM INC, 2128943600 - 139,842,584 ($128,655,178.00) Equity, (File 333-114556 - Apr. 16) (BR. 37) S-4 INTERFACE INC, 2859 PACES FERRY RD, STE 2000, ATLANTA, GA, 30339, 7704376800 - 0 ($135,000,000.00) Equity, (File 333-114557 - Apr. 16) (BR. 02) S-3 BIOPURE CORP, 11 HURLEY ST, CAMBRIDGE, MA, 02141, 6172346500 - 0 ($50,000,000.00) Equity, (File 333-114559 - Apr. 16) (BR. 01) 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. Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Item 12. Results of Operations and Financial Condition. 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 10 11 12 13 DATE COMMENT ------------------------------------------------------------------------------------------------ 99 CENTS ONLY STORES CA X X 04/06/04 AMEND ABATIX CORP DE X 04/15/04 ADSTAR INC DE X X 04/12/04 ADVANCED ENERGY INDUSTRIES INC DE X 04/15/04 ADVANCED NUTRACEUTICALS INC/TX TX X 04/16/04 AEGIS ASSET BACKED SECURITIES CORP DE X 04/14/04 AK STEEL HOLDING CORP DE X X 04/15/04 ALLSCRIPTS HEALTHCARE SOLUTIONS INC DE X X X 04/12/04 AMERICA FIRST TAX EXEMPT INVESTORS LP DE X 04/16/04 AMERICAN COMMUNITY BANCSHARES INC NC X X X 04/15/04 AMERIQUEST MORTGAGE SECURITIES INC DE X 04/09/04 AMES NATIONAL CORP IA X 04/16/04 AMSCAN HOLDINGS INC DE X X 04/16/04 ARROW INTERNATIONAL INC PA X X 04/15/04 ASA INTERNATIONAL LTD DE X X 04/16/04 ASA INTERNATIONAL LTD DE X X 04/16/04 ASSET-BACKED CERTIFICATES SERIES 2004 DE X 04/16/04 ATRIUM COMPANIES INC DE X X 03/26/04 AUDIOVOX CORP DE X X 04/14/04 BANK OF AMERICA CORP /DE/ DE X X 04/16/04 BANK OF AMERICA CORP /DE/ DE X X 04/15/04 BANK OF KENTUCKY FINANCIAL CORP KY X X 04/15/04 BEAR STEARNS ASSET BACKED FUND INC WH DE X X 04/15/04 BEAR STEARNS ASSET BACKED WHOLE AUTO DE X X 04/15/04 BEAR STEARNS ASST ASSET BACKED CERTS DE X 04/16/04 BEAR STEARNS TRUST MORTGAGE PASS-THRO DE X 04/12/04 BNCCORP INC DE X 03/31/04 BOSTON BIOMEDICA INC MA X X 04/16/04 BRIDGE BANCORP INC NY X X 04/16/04 BRIGHTPOINT INC DE X X 04/12/04 BROADCOM CORP CA X 04/16/04 BROOKLINE BANCORP INC DE X X 04/15/04 BUTLER MANUFACTURING CO DE X X 04/16/04 BUY IT CHEAP COM INC /DE DE X 04/13/04 CANARGO ENERGY CORP DE X 04/14/04 CAP ROCK ENERGY CORP X 04/16/04 CARROLLTON BANCORP MD X X 04/16/04 CARROLS CORP DE X X 04/14/04 CATHAY GENERAL BANCORP DE X X 04/15/04 CENTRAL FEDERAL CORP DE X X 04/16/04 CHEC FUNDING LLC CENTEX HOME EQUITY L DE X 04/16/04 CHICOS FAS INC FL X X 04/15/04 CIGNA CORP DE X X 04/01/04 CITICORP DE X 04/15/04 CNL HOSPITALITY PROPERTIES INC MD X X 04/02/04 COASTAL BANCORP INC TX X X X 03/31/04 COASTAL BANCORP INC TX X 03/31/04 COLONIAL BANCGROUP INC DE X X 04/16/04 COLUMBIA BANCORP MD X X 04/15/04 COMDISCO HOLDING CO INC DE X X 04/16/04 COMMAND SECURITY CORP NY X 04/14/04 COMMUNITY BANCSHARES INC /DE/ DE X X 04/15/04 COMPASS BANCSHARES INC DE X X 04/16/04 COMPUDYNE CORP NV X X 04/14/04 CONSOLIDATED GRAPHICS INC /TX/ TX X X 04/14/04 CORNERSTONE BANCSHARES INC TN X X 04/15/04 CORUS BANKSHARES INC MN X X 04/16/04 COVISTA COMMUNICATIONS INC NJ X X 04/16/04 COX TECHNOLOGIES INC NC X X 04/16/04 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 04/16/04 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 04/16/04 CTI INDUSTRIES CORP DE X 04/15/04 CYTRX CORP DE X X X 04/12/04 DEL LABORATORIES INC DE X X 04/13/04 DELPHI CORP DE X 04/16/04 DELTA AIR LINES INC /DE/ DE X X 04/15/04 DIGITAL RECORDERS INC NC X 04/15/04 DILLARD ASSET FUNDING CO DE X X 03/15/04 DIRECT INSITE CORP DE X X 04/14/04 DIVERSIFIED CORPORATE RESOURCES INC TX X X 04/15/04 DOLLAR GENERAL CORP TN X X 04/15/04 DORAL FINANCIAL CORP PR X X 04/14/04 DORCHESTER MINERALS LP DE X X 04/16/04 DOWNEY FINANCIAL CORP DE X X 03/31/04 DSL NET INC DE X X 04/15/04 DVI INC DE X 04/13/04 E TRADE FINANCIAL CORP DE X X 04/16/04 EAGLE BANCORP INC MD X X X 04/15/04 ELEC COMMUNICATIONS CORP NY X X 04/08/04 ELITE PHARMACEUTICALS INC /DE/ DE X 04/16/04 ELKCORP DE X X X 04/15/04 ENTERPRISE PRODUCTS PARTNERS L P DE X 04/16/04 ENUCLEUS INC DE X X 02/18/04 AMEND EPIXTAR CORP FL X X 04/16/04 EQUITEX INC DE X X 04/15/04 EQUITY ONE ABS INC DE X X 04/14/04 EXELON CORP PA X 04/16/04 EXPRESSJET HOLDINGS INC DE X 04/15/04 EXTENDICARE HEALTH SERVICES INC DE X X 04/16/04 FARO TECHNOLOGIES INC FL X X 04/16/04 FEDERAL TRUST CORP FL X X 04/15/04 FIRST BANCORP OF INDIANA INC IN X X 01/16/04 FIRST COMMUNITY BANK CORP OF AMERICA FL X 04/16/04 FIRST FARMERS & MERCHANTS CORP TN X 04/07/04 FIRST NORTHERN COMMUNITY BANCORP CA X 04/16/04 FISHER SCIENTIFIC INTERNATIONAL INC DE X X 04/16/04 FLAG FINANCIAL CORP GA X X 04/15/04 FLEETWOOD ENTERPRISES INC/DE/ DE X 04/13/04 FLORIDA ROCK INDUSTRIES INC FL X 04/16/04 FRANKLIN ELECTRIC CO INC IN X X 04/15/04 FX ENERGY INC NV X X 04/13/04 GAS TRANSMISSION NORTHWEST CORP CA X 04/16/04 GENAISSANCE PHARMACEUTICALS INC DE X X 04/01/04 GLOBAL CROSSING LTD X 04/01/04 AMEND GLOBAL MED TECHNOLOGIES INC CO X X 04/14/04 GOODRICH PETROLEUM CORP DE X X X 04/13/04 GRACO INC MN X 04/15/04 GRAINGER W W INC IL X X 03/31/04 GREAT LAKES REIT MD X X 04/15/04 GREEN MACHINE DEVELOPMENT CORP FL X 04/01/04 GS MORTGAGE SECURITIES CORP DE X X 04/14/04 GS MORTGAGE SECURITIES CORP DE X X 04/14/04 GUARANTY FEDERAL BANCSHARES INC DE X X X 04/15/04 HANOVER DIRECT INC DE X 04/13/04 HARLEY DAVIDSON INC WI X X 04/14/03 HEARTLAND EXPRESS INC NV X X 03/31/04 HMS HOLDINGS CORP X 04/15/04 HORTON D R INC /DE/ DE X X 04/15/04 HUDSON CITY BANCORP INC DE X X 04/15/04 HUMATECH INC IL X X 04/12/04 HUTTIG BUILDING PRODUCTS INC DE X X 04/14/04 HYBRIDON INC DE X X 04/16/04 IHOP CORP DE X 04/12/04 IMAGING DIAGNOSTIC SYSTEMS INC /FL/ FL X 04/16/04 INFOWAVE SOFTWARE INC X 03/31/04 INTERCEPT INC GA X 04/14/04 INTERCEPT INC GA X X 03/16/04 INTERDIGITAL COMMUNICATIONS CORP PA X 04/16/04 INTERNATIONAL BUSINESS MACHINES CORP NY X X 04/15/04 INTRABIOTICS PHARMACEUTICALS INC /DE DE X X 04/14/04 IPIX CORP DE X X 04/15/04 IT GROUP INC DE X X 04/05/04 ITXC CORP NJ X 04/14/04 JOHNSON CONTROLS INC WI X X 04/15/04 JOHNSON CONTROLS INC WI X X 04/15/04 JUNIPER NETWORKS INC DE X X 04/16/04 KNOWLES ELECTRONICS HOLDINGS INC DE X 04/15/04 KRYSTAL DIGITAL CORP DE X 04/16/04 LAKES ENTERTAINMENT INC MN X X 04/15/04 LAS VEGAS SANDS INC NV X X 04/12/04 LAWRENCE FINANCIAL HOLDINGS INC MD X X 04/16/04 LEXINGTON BARRON TECHNOLOGIES INC CO X X X X X 04/01/04 LEXINGTON PRECISION CORP DE X X 04/14/04 LINK ENERGY LLC DE X X 04/15/04 LONE STAR TECHNOLOGIES INC DE X 04/15/04 LONE STAR TECHNOLOGIES INC DE X 04/16/04 LSB BANCSHARES INC /NC/ NC X X 04/15/04 LUBRIZOL CORP OH X X X 04/16/04 MARKWEST ENERGY PARTNERS L P DE X 04/12/04 MARKWEST HYDROCARBON INC DE X 04/12/04 MERRILL LYNCH MORT INV FIELDSTONE MO DE X 04/16/04 MID STATE RACEWAY INC NY X 04/15/04 MIDWAY GAMES INC DE X X 04/15/04 MILACRON INC DE X X 04/16/04 MINDEN BANCORP INC X X 04/14/04 MOBILE NATION INC NV X 04/16/04 MORGAN STANLEY ABS CAPITAL I INC DE X X 04/15/04 MORTGAGE ASSET SEC TRANS INC MASTR AS DE X X 04/14/04 MYMETICS CORP DE X 04/15/04 NACCO INDUSTRIES INC DE X X 04/15/04 NATIONAL BANCSHARES CORP /OH/ OH X X 04/16/04 NATIONAL COMMERCE FINANCIAL CORP TN X X 04/15/04 NATIONAL HEALTHCARE CORP DE X 04/16/04 NEIGHBORCARE INC PA X 04/13/04 NETBANK INC GA X X 04/16/04 NETWORK EQUIPMENT TECHNOLOGIES INC DE X 03/26/04 AMEND NEWPORT INTERNATIONAL GROUP INC DE X X 02/10/04 AMEND NEWPOWER HOLDINGS INC DE X X 04/15/04 NII HOLDINGS INC DE X 04/15/04 NOBLE CORP X 04/15/04 AMEND NTL INC DE X 04/15/04 NU SKIN ENTERPRISES INC DE X 04/16/04 NUI CORP /NJ/ NJ X X 04/14/04 O A K FINANCIAL CORP MI X X 04/16/04 O2DIESEL CORP X 04/15/04 OBIE MEDIA CORP OR X X 04/15/04 OLD SECOND BANCORP INC DE X X X 04/16/04 OMNI ENERGY SERVICES CORP LA X 04/16/04 ONEOK INC /NEW/ OK X X 04/15/04 ONEOK INC /NEW/ OK X X 04/15/04 ONEOK INC /NEW/ OK X X 04/15/04 OSCIENT PHARMACEUTICALS CORP MA X 04/16/04 AMEND PEOPLES SIDNEY FINANCIAL CORP DE X X X 04/15/04 PEOPLEVIEW INC NV X X 04/01/04 PERFICIENT INC DE X X 04/02/04 PHLO CORP DE X 04/09/04 PHOTO CONTROL CORP MN X 04/15/04 PINNACLE DATA SYSTEMS INC OH X 04/07/04 PLAINS ALL AMERICAN PIPELINE LP DE X 04/16/04 PLAINS EXPLORATION & PRODUCTION CO DE X X 04/15/04 POINTE FINANCIAL CORP FL X X 04/15/04 POPULAR INC PR X X X 04/14/04 PRINCIPAL LIFE INSURANCE CO IA X 03/29/04 PRINCIPAL LIFE INSURANCE CO IA X 03/29/04 PULITZER INC DE X X 04/16/04 QUEPASA CORP NV X X 04/16/04 REALMARK PROPERTY INVESTORS LTD PARTN DE X X 04/05/04 REGENCY CENTERS CORP FL X X 04/13/04 AMEND REGENERATION TECHNOLOGIES INC FL X X 04/15/04 REGIONS FINANCIAL CORP DE X X X 04/16/04 RENAL CARE GROUP INC DE X X 04/02/04 REPUBLIC RESOURCES INC /CO/ NV X X X 04/15/04 RESIDENTIAL ASSET MORT PROD INC GMACM DE X X 04/16/04 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 04/16/04 ROTECH HEALTHCARE INC DE X X 04/14/04 RYDER SYSTEM INC FL X X 04/15/04 SAFEWAY INC DE X X 04/16/04 SCO GROUP INC DE X X 04/15/04 SCOTTS COMPANY OH X 04/16/04 SECURE COMPUTING CORP DE X X 04/15/04 SECURITY BIOMETRICS INC NV X 04/07/04 SENSYTECH INC DE X 04/16/04 SEQUA CORP /DE/ DE X X 04/01/04 SERACARE LIFE SCIENCES INC X X 04/16/04 SHENANDOAH TELECOMMUNICATIONS CO/VA/ VA X 04/15/04 SIMMONS FIRST NATIONAL CORP AR X 04/15/04 SINOFRESH HEALTHCARE INC FL X X 04/15/04 SIRNA THERAPEUTICS INC CO X X 04/14/04 SL GREEN REALTY CORP MD X X 04/16/04 SLC STUDENT LOAN RECEIVABLES I INC DE X X 03/31/04 SM&A CA X X 04/16/04 SMARTSERV ONLINE INC DE X X X 04/14/04 SONEX RESEARCH INC MD X 04/16/04 SONOMA VALLEY BANCORP CA X X 04/15/04 SOURCE INTERLINK COMPANIES INC MO X 04/15/04 SOUTHSIDE BANCSHARES INC TX X X 04/15/04 SPORTS CLUB CO INC DE X X 04/16/04 SPORTS CLUB CO INC DE X X 04/15/04 STAR SCIENTIFIC INC DE X X 04/16/04 STATE BANCORP INC NY X X 04/16/04 STERLING BANCORP NY X X 04/15/04 STRUCTURED ASSET MORT INV II INC BEAR DE X 04/14/04 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X X 04/01/04 SUMMIT FINANCIAL GROUP INC WV X X 04/15/04 SUN BANCORP INC PA X X 04/15/04 SUNSET FINANCIAL RESOURCES INC X X 04/12/04 SUREWEST COMMUNICATIONS CA X X 04/15/04 SUREWEST COMMUNICATIONS CA X X 04/16/04 SYS CA X X 04/15/04 TASER INTERNATIONAL INC X X 04/15/04 TEAM INC TX X X X 04/01/04 TECHNICAL OLYMPIC USA INC DE X 04/12/04 TECHNICAL OLYMPIC USA INC DE X X 04/12/04 TECSCAN INTERNATIONAL INC NV X X X X 04/05/04 TELECOMMUNICATION PRODUCTS INC CO X 04/12/04 TEMECULA VALLEY BANCORP INC DE X 04/16/04 TENNECO AUTOMOTIVE INC DE X X 04/16/04 TORCH OFFSHORE INC DE X 04/16/04 TRANS INDUSTRIES INC DE X X X 04/15/04 TTR TECHNOLOGIES INC DE X X 04/16/04 TULARIK INC DE X 03/29/04 TWIN DISC INC WI X 04/16/04 UCBH HOLDINGS INC DE X 04/15/04 UNITREND INC OH X 04/16/04 US XPRESS ENTERPRISES INC NV X X 03/31/04 USA BROADBAND INC DE X 04/15/04 USI HOLDINGS CORP DE X X 04/14/04 VALMONT INDUSTRIES INC DE X X 04/16/04 VASOMEDICAL INC DE X X 04/14/04 VAXGEN INC DE X X 04/15/04 VENTANA MEDICAL SYSTEMS INC DE X X 04/15/04 VERSATECH INC NV X X 04/14/04 WALTER INDUSTRIES INC /NEW/ DE X X 04/15/04 WASHINGTON FEDERAL INC WA X X 04/16/04 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 04/15/04 WATER PIK TECHNOLOGIES INC DE X X 04/15/04 WATERFORD GAMING LLC DE X 04/16/04 WCI COMMUNITIES INC X X 04/15/04 WEIRTON STEEL CORP DE X 04/16/04 WELLS FARGO ASSET SECURITIES CORP DE X X 04/15/04 WELLS FARGO MORTGAGE BACK SECURITIES NY X X 04/15/04 WEST BANCORPORATION INC IA X X 04/15/04 WEST BANCORPORATION INC IA X X X 04/16/04 WESTAMERICA BANCORPORATION CA X 04/13/04 WILLIAMS COMPANIES INC DE X X 04/14/04 WILMINGTON TRUST CORP DE X 04/16/04 WORLD FUEL SERVICES CORP FL X X 04/16/04 WORLD INFORMATION TECHNOLOGY INC NV X 04/14/04 YDI WIRELESS INC DE X X 04/14/04 YP NET INC NV X X 04/15/04 ZONE 4 PLAY INC NV X 04/16/04 APTARGROUP INC DE X 04/16/04 LEE ENTERPRISES INC DE X X 04/16/04