SEC NEWS DIGEST Issue 2004-164 August 25, 2004 COMMISSION ANNOUNCEMENTS MARK ADLER NAMED DEPUTY CHIEF LITIGATION COUNSEL OF SEC'S DIVISION OF ENFORCEMENT The Commission today named Mark A. Adler Deputy Chief Litigation Counsel of the Commission's Division of Enforcement. As Deputy Chief Litigation Counsel, Mr. Adler will assist in supervising the Division's nationwide litigation program. Mr. Adler succeeds Peter H. Bresnan, who was named as an Associate Director of the Division of Enforcement in April. Stephen M. Cutler, the SEC's Director of Enforcement, said, "I am very pleased that Mark will be helping to lead our litigation program, which has expanded significantly over the last few years. Mark is a brilliant trial lawyer with a deep commitment to enforcing the securities laws and protecting the Nation's investors. The Division and the Commission will benefit greatly from his judgment, integrity, and extensive knowledge of the federal securities laws." David L. Kornblau, the Division's Chief Litigation Counsel, said, "The Commission is extremely fortunate to have Mark as Deputy Chief Litigation Counsel. Through his dedication, creativity, judgment, and low-key style, he has earned the respect and confidence of SEC litigators, investigative staff, and senior management. I look forward to having his wise counsel in overseeing the Enforcement Division's litigation efforts." As an Assistant Chief Litigation Counsel since 1997, Mr. Adler has served as the SEC's lead trial counsel in a wide variety of complex securities actions. Before joining the SEC, he spent nine years with the Department of Justice, where he prosecuted major white collar criminal cases. From 1981 to 1987, Mr. Adler handled civil litigation and other general commercial matters in private practice in New York City. He received an undergraduate degree summa cum laude in 1978 from Tufts University, and a law degree in 1981 from Harvard Law School. (Press Rel. 2004-118) ENFORCEMENT PROCEEDINGS SEVEN BROKER-DEALER FIRMS SETTLE ENFORCEMENT ACTIONS INVOLVING NON-DISCLOSURE OF PAYMENTS FOR RESEARCH Firms Agree to Pay a Total of $3.65 Million Four Firms Also Fined for Failure To Preserve E-Mail Communications The Commission announced today settled enforcement actions against seven broker-dealers for failing to disclose they had received payments for providing research coverage of certain public companies, in violation of Section 17(b) of the Securities Act of 1933. The seven firms are: · Needham & Company, Inc. (Needham) · Janney Montgomery Scott LLC (Janney) · Morgan Keegan & Co., Inc. (Morgan Keegan) · Prudential Equity Group, LLC f/k/a Prudential Securities Inc. (Prudential Equity) · Adams Harkness, Inc. f/k/a Adams Harkness & Hill, Inc. (Adams Harkness) · Friedman, Billings, Ramsey & Co., Inc. (Friedman Billings) · SG Cowen & Co., LLC f/k/a SG Cowen Securities Corporation (SG Cowen). The Commission found that during the period 1999 through 2002, these firms received payments for research from other broker-dealers that were underwriting securities offerings for certain public, or soon-to-be public, companies. The underwriting broker-dealers paid the firms to issue research or “cover” their issuer clients. None of the firms disclosed in their published research reports the receipt and amount of the payments, as required by Section 17(b) of the Securities Act. Antonia Chion, Associate Director of the Division of Enforcement, said, “If a firm receives a payment, any portion of which is for research, that firm must disclose the receipt and amount of the payment when it publishes the research. Failure to do so violates the securities laws and deprives investors of information relating to the objectivity of the research.” In connection with today’s settlement, the SEC found that: · During 1999 through 2001, Needham received four payments ranging from $75,000 to $100,000 for issuing research. · During 1999 and 2000, Janney received three payments ranging from $23,800 to $50,000 for issuing research. · During 1999 through 2002, Morgan Keegan received three payments ranging from $49,000 to $200,000 for issuing research. · During 1999 and 2000, Adams Harkness received three payments ranging from $25,000 to $200,000 for issuing research. · During 1999 through 2000, Prudential Equity received three payments ranging from $50,000 to $200,000 for issuing research. · In 2001, Friedman Billings and SG Cowen each received one payment of $100,000 for issuing research. Without admitting or denying the findings, the seven firms have consented to orders finding that they willfully violated Section 17(b) of the Securities Act and ordering them to cease and desist from committing any violations and any future violations of Section 17(b). In addition, the SEC fined four of the firms for willfully violating the record-keeping requirements of Section 17(a) of the Securities Exchange Act of 1934 and Rule 17a-4 thereunder, for having failed to retain business-related internal e-mail communications during the period July 1999 through June 2001. Each of the four firms – Adams Harkness, Janney, Morgan Keegan, and Needham - consented, without admitting or denying the findings, to a cease-and-desist order. The firms also have consented to undertakings to ensure that they are in compliance with the record-keeping requirements of Section 17(a) and Rule 17a-4 of the Exchange Act. Pursuant to the enforcement actions, the seven firms will pay penalties totaling $3,650,000. Following is a chart detailing the penalties paid by each firm: Firm Penalty Janney $875,000* Morgan Keegan $875,000* Needham $700,000* Adams Harkness $575,000* Prudential Equity $375,000 Friedman Billings $125,000 SG Cowen $125,000 Total $3,650,000 *Includes a penalty for failing to retain all business-related internal email in violation of 17(a) of the Exchange Act. (Needham & Company, Inc. - Rels. 33-8474; 34-50251; File No. 3-11603); (Janney Montgomery Scott LLC - Rels. 33-8475; 34-50272; File No. 3-11604); (Morgan Keegan & Co., Inc. - Rels. 33-8466; 34-50246; File No. 3-11600); (Prudential Equity Group, LLC f/k/a Prudential Securities Inc. - Rels. 33-8469; 34- 50248; File No. 3-11601); (Adams Harkness, Inc. f/k/a Adams Harkness & Hill, Inc. - Rels. 33-8460; 34-50242; File No. 3-11598); (Friedman, Billings, Ramsey & Co., Inc. - Rels. 33-8461; 34-50243; File No. 3- 11599); (SG Cowen & Co., LLC f/k/a SG Cowen Securities Corporation - Rels. 33-8472; 34-50250; File No. 3-11602); (Press Rel. 2004-117) IN THE MATTER OF CYBERGATE, INC. An Administrative Law Judge has issued an Order Making Findings and Revoking Registration By Default (Default Order) in Cybergate, Inc. The Order Instituting Proceedings alleged that Respondent ATC II, Inc. failed to file required quarterly and annual reports. The Default Order finds these allegations to be true and revokes the registration of the securities of Respondent ATC II, Inc. (Rel. 34-50232; File No. 3- 11512) IN THE MATTER OF DALE CARONE An Administrative Law Judge has issued an Order Making Findings and Imposing Remedial Sanction by Default (Default Order) in Dale Carone. The Order Instituting Proceedings alleged that a United States District Court entered a default judgment against Respondent Dale Carone (Carone), permanently enjoining him from violating the antifraud and registration provisions of the federal securities laws. The injunction was based on Carone’s involvement in a fraudulent boiler-room operation, which sold unregistered securities to investors. The Default Order finds these allegations to be true and bars Carone from association with any broker or dealer. (Rel. 34-50236; File No. 3-11543) COMMISSION INSTITUTES SETTLED ADMINISTRATIVE PROCEEDINGS AGAINST MATTHEW BRENNER AND DARREN SILVERMAN On August 24, the Commission instituted a public administrative proceeding against Matthew Brenner and Darren Silverman, and issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions as to Matthew Brenner and Darren Silverman (the Order). The Commission based the Order on the entry of injunctions against Brenner and Silverman in a lawsuit it filed in the United States District Court for the Southern District of Florida on February 19, 2004. Brenner, age 31, resides in Boca Raton, Florida, and Silverman, age 32, resides in Coral Springs, Florida. Simultaneously with the Commission instituting its proceeding, Brenner and Silverman submitted Offers of Settlement in which, while neither admitting nor denying the Commission’s findings, Brenner and Silverman consented to the entry of the Order, which bars them from association with any investment adviser, broker, or dealer. In the Order, Brenner and Silverman admit that the U.S. District Court entered injunctions against them in SEC v. Darren Silverman and Matthew Brenner, Case No. 04-80153-Civ-Cohn/Snow (S.D. Fla.). The U.S. District Court based the injunctions on the Commission’s District Court complaint, which alleged that, in connection with the sale of shares in several hedge funds, the merger of those hedge funds, and the later merger of the hedge funds’ successor entity with another company, Brenner and Silverman deceived individuals into investing in those funds through, among other things, misrepresenting the return on those investments, the risks of those investments, and whether investors could oppose proposed mergers. The complaint also alleged that Brenner and Silverman engaged in a variety of other conduct that operated as a fraud and deceit on investors and sold unregistered securities. The U.S. District Court’s judgment by consent against Brenner and Silverman, permanently enjoins them from serving as officers or directors of public companies and from violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Section 10b of the Securities Exchange Act of 1934 and its implementing Rule 10b-5, and Sections 206(1) and 206(2) of the Investment Advisers Act. (Rels. 34-50240; IA- 2280; File No. 3-11597) SEC INSTITUTES ADMINSTRATIVE PROCEEDINGS AGAINST DERRICK MCKINNEY AND RICK MALIZIA On August 25, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 (the Order) against Derrick N. McKinney (McKinney), a resident of Lewis Center, Ohio, and Rick R. Malizia (Malizia), a resident of Weston, Florida, based upon the entry of a permanent injunction against them in SEC v. Steven E. Thorn, et al., Civ Action No. C2-01-290 (S.D. Ohio). On Oct. 14, 2003, the Honorable Edmund A. Sargus, Jr. of the U.S. District Court for the Southern District of Ohio granted summary judgment in favor of the Commission and against McKinney and Malizia, among others, holding them liable for raising approximately $75 million from investors in a series of fraudulent prime bank schemes and using investor funds to conduct a massive Ponzi scheme. The Court found that the McKinney and Malizia had violated Section 17(a) of the Securities Act of 1933 (Securities Act) and Sections 10(b), 15(a) and 15(c)(1) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5 and 15c1-2 thereunder. In granting the Commission’s motion for summary judgment, the Court ruled in part that McKinney and Malizia should be permanently enjoined from future violations of the antifraud and broker-dealer registration provisions of the securities laws. The Court further ordered McKinney to disgorge $54,200 plus $16,499 of pre-judgment interest and held him jointly and severally liable for $1,434,757 of disgorgement and $294,632 of pre-judgment interest imposed against his company, International Trading Partners, Ltd., pursuant to a previous Court order. Malizia was ordered to disgorge an amount to be determined later by the Court. Lastly, the Court ordered Malizia and McKinney to pay civil penalties in amounts to be determined at a later hearing. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide McKinney and Malizia an opportunity to dispute these allegations, and to determine what, if any, remedial sanctions are appropriate and in the public interest. The Order requires the Administrative Law Judge to issue an initial decision no later than 210 days from the date of service of this Order, pursuant to Rule 360(a)(2) of the Commission’s Rules of Practice. (Rel. 34-50255; File No. 3-11605) SEC FILES FRAUD CHARGES AGAINST FORMER CONTROLLER OF SEATTLE CLOTHING COMPANY CUTTER & BUCK The Commission today announced fraud charges against Athena Diaz, the former controller of Cutter & Buck Inc., a sportswear company based in Seattle, Washington. The Commission’s complaint alleges that Diaz assisted in a scheme by Cutter’s management to fraudulently inflate its financial results for the fiscal quarter and year ended April 30, 2000. Diaz assisted in the scheme by allowing the improper revenue recognition of $5.7 million in shipments to distributors functioning as Company warehouses and concealing the improper transactions from the Company’s auditors and shareholders. Simultaneously with the filing of the complaint, Diaz agreed to settle the charges without admitting or denying the Commission’s allegations, consenting to orders permanently enjoining her from violations of the antifraud and other provisions of the federal securities laws. The Commission’s complaint, filed in the U.S. District Court for the Western District of Washington, alleges that Cutter was encountering declining sales as it approached the final days of its fiscal year ended April 30, 2000. In late April, a vice president of sales negotiated deals with three distributors under which Cutter would ship them a total of $5.7 million in products, where they had no obligation to pay for any of the goods until customers located by Cutter paid the distributors. Because of Cutter’s ongoing obligation to complete the sales, revenue recognition was improper under generally accepted accounting principles (known as “GAAP”). In press releases and in filings with the Commission that were distributed to the public, Cutter announced revenue of $54.6 million for the fourth quarter of Fiscal 2000 and $152.5 million for the entire fiscal year. However, because these figures included $5.7 million in improperly recognized revenue on the distributor sales, they overstated Cutter’s true quarterly and annual revenue by 12% and 4%, respectively. The complaint also charges that Diaz, age 47, of Seattle, Washington, knew or was reckless in not knowing that these distributors were operating as Cutter warehouses and that revenue recognition had been improper. Rather than take steps to ensure that revenue was not recognized, Diaz sought to conceal the agreements by hiding the distributor invoices from the Company’s auditors. Diaz also divided product returns among multiple company sales divisions in order to hide the magnitude of the returns, knowing that this was improper. Diaz was terminated by the Company in August 2002. On Aug. 12, 2002, Cutter, which had undergone a change in management, announced that it would restate its financial statements for fiscal years 2000 and 2001 as a result of the improper distributor transactions. The announcement caused Cutter’s stock price to drop from $4.02 to $3.44, or 14%, the following day. The complaint charges Diaz with aiding and abetting securities fraud (Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder), aiding and abetting Cutter’s reporting of false financial information to the Commission (Section 13(a) of the Exchange Act and Rules 12b-20 and 13a-1) and aiding and abetting Cutter’s failure to maintain accurate books and records and internal controls (Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act). The complaint additionally charges Diaz with lying to accountants (Rule 13b2-2 under the Exchange Act) and falsifying the company’s books and records (Section 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder). [SEC v. Athena Diaz, USDC, WD Washington, Seattle Division, Civil Action No. CV 04-1837 Zilly] (LR-18848; AAE Rel. 2087) SEC CHARGES MARK KOENIG, FORMER EXECUTIVE VICE-PRESIDENT AND DIRECTOR OF INVESTOR RELATIONS AT ENRON Defendant Barred From Serving As Officer Or Director Of Public Company and Agrees to Pay $1.49 Million; Will Cooperate With Government Investigations The Commission today charged Mark E. Koenig, a former Executive Vice- President and Director of Investor Relations at Enron Corp., with violating the antifraud provisions of the federal securities laws. Without admitting or denying the allegations of the Complaint, Koenig has agreed to be enjoined permanently from violating Section 10(b) of the Securities Exchange Act of 1934 and Exchange Act Rule 10b-5, and to be barred from acting as an officer or director of a public company. As part of the settlement agreement, which is subject to the approval of the U.S. District Court, Koenig will pay disgorgement and a civil penalty totaling $1,493,572. The Commission brought this action in coordination with the U.S. Department of Justice Enron Task Force, which filed a related criminal charge against Koenig. Koenig agreed to enter into a guilty plea in connection with that charge and to cooperate with the government’s continuing investigation. As alleged in the Complaint, Koenig participated in a scheme to defraud in violation of the federal securities laws when he disseminated, and approved the dissemination of, false and misleading information to the public about Enron’s business in earnings releases and analyst calls. Specifically, the Commission’s Complaint alleges that in his role as Executive Vice-President and Director of Investor Relations, Koenig was responsible for drafting and preparing portions of Enron’s earnings releases and analyst call scripts. Koenig reviewed and edited Enron’s First, Second and Third Quarter 2001 earnings releases, and scripts for the March 23, 2001 Analyst Call and the First, Second and Third Quarter 2001 Analyst Calls. During his efforts, Koenig learned specific information about Enron’s retail energy business unit, Enron Energy Service (EES), and its telecommunications business unit, Enron Broadband Services (EBS), revealing that EES and EBS were not the successful business units described in the earnings releases and scripts, and as described by Enron in the analyst calls. Nevertheless, Koenig did not correct the false and misleading information provided to analysts and investors in the earnings releases and analyst calls, and affirmatively made false and misleading statements about these two businesses during the calls. The Commission’s investigation is continuing. [SEC v. Mark E. Koenig, Civil Action No. H-04-33670, SDTX] (LR-18849; AAE Rel. 2088) SEC FILES CIVIL FRAUD CHARGES AGAINST JB OXFORD HOLDINGS, NATIONAL CLEARING CORPORATION, AND THREE OFFICERS FOR FACILITATING FRAUDULENT LATE TRADING AND MARKET TIMING The Commission today filed civil fraud charges against Beverly Hills, California-based broker-dealer National Clearing Corporation (NCC), its parent company, JB Oxford Holdings, Inc. (JBOH), and three NCC executives for facilitating late trading and market timing by certain NCC customers. The SEC’s complaint alleges that from June 2002 until September 2003, the defendants fraudulently facilitated thousands of market timing and late trades in over 600 mutual funds. In addition to the charges against NCC and JBOH, the Commission’s complaint names James G. Lewis, age 39, of Santa Monica, Calif., who was JBOH’s former president and chief operating officer and NCC’s former president and chief executive officer; Kraig L. Kibble, age 44, of La Crescenta, Calif., who is NCC’s director of operations; and James Y. Lin, age 46, of Rancho Palos Verdes, Calif., who is NCC’s vice president of correspondent services. The SEC’s complaint, filed in United States District Court in Los Angeles, alleges as follows: · “Late trading” refers to the practice of placing orders to buy or sell mutual fund shares after 4:00 p.m. Eastern time, the time as of which mutual funds typically calculate their net asset value (NAV), but receiving the price based on the NAV already determined as of 4:00 p.m. Late trading enables the trader to profit from market events that occur after 4:00 p.m. but that are not reflected in that day’s price. · Market timing includes (a) frequent buying and selling of shares of the same mutual fund or (b) buying or selling mutual fund shares in order to exploit inefficiencies in mutual fund pricing. Market timing, while not illegal per se, can harm other mutual fund shareholders because it can dilute the value of their shares, if the market timer is exploiting pricing inefficiencies, or disrupt the management of the mutual fund’s investment portfolio and cause the targeted mutual fund to incur costs borne by other shareholders to accommodate frequent buying and selling of shares by the market timer. · From June 2002 until September 2003, NCC facilitated thousands of late mutual fund trades in more 600 different mutual funds on behalf of select institutional customers. NCC routinely received trading instructions from customers after 4:00 p.m. EST and executed those trades at the current day’s NAV. NCC facilitated the late trading with the knowledge and at the direction of Lewis, Kibble, and Lin. · NCC entered into written agreements with institutional customers who engaged in late trading and market timing. These agreements included up to a 1% custodial fee in exchange for facilitating market timing and late trading in mutual funds. · NCC received approximately $1 million in compensation from the scheme while its customers reaped profits in excess of $8 million at the expense of long-term mutual fund shareholders. · NCC received hundreds of “kick-out letters” from various mutual funds which rejected individual market timing trades and attempted to restrict NCC’s customers’ ongoing market timing activities. In response to these restrictions, NCC perpetrated a number of deceptive practices to conceal their customers’ fraudulent market timing. When a mutual fund restricted market timing activities, NCC, at the direction of Lewis, Kibble, and Lin, used deceptive means such as opening additional accounts and using new account numbers instead of the previously restricted account numbers; using additional registered representative codes for the same previously restricted representatives; and using additional office identification numbers for the same previously restricted offices. · JBOH reported its financial statements included within its Forms 10-Q and 10-K on a consolidated basis. Therefore, JBOH reported as revenues the proceeds NCC received from the fraudulent scheme. Lewis served simultaneously as an executive at JBOH and NCC and signed JBOH’s 2002 and 2003 Forms 10-K. The Commission’s complaint charges JBOH, NCC, Lewis, Kibble, and Lin with violating the antifraud provisions of the federal securities laws, Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. NCC is also charged with violating Rule 22c-1, promulgated under Section 22(c) of the Investment Company Act of 1940. This provision prohibits the purchase or sale of mutual fund shares except at a price based on the current NAV of such shares that is next calculated after receipt of a buy or sell order. The SEC seeks an order that permanently enjoins the defendants from future violations of the above provisions; requires the defendants to disgorge all their ill-gotten gains plus prejudgment interest; requires the defendants to pay civil penalties; and prohibits Lewis from serving as an officer or director of a public company. [SEC v. JB Oxford Holdings, Inc., National Clearing Corporation, James G. Lewis, Kraig L. Kibble, and James Y. Lin, Civil Action No. CV 04-7084 PA (VBKx) (C.D. Cal.)] (LR-18850) STANDARDS SETTING BOARDS FINAL RULES The Commission approved proposed Public Company Accounting Oversight Board Auditing Standard No. 3 (PCAOB-2004-05): Audit Documentation and an Amendment to Interim Auditing Standards – AU sec. 543, Part of Audit Performed by Other Independent Auditors. The Commission previously adopted rules requiring auditors to retain records relevant to audits and reviews. Auditing Standard No. 3 and the Amendment to AU sec. 543 establish general requirements for documentation the auditor should prepare and retain in connection with engagements conducted pursuant to the “the standards of the Public Company Accounting Oversight Board (United States).” Publication of the approval order for Auditing Standard No. 3 and the Amendment to AU sec. 543 is expected in the Federal Register during the week of Aug. 30, 2004. (Rel. 34-50253) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF A PROPOSED RULE CHANGE A proposed rule change (SR-PCX-2004-67) and Amendments Nos. 1 and 2 thereto filed by the Pacific Exchange relating to the processing of incoming ITS commitments 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 August 23. (Rel. 34- 50230) WITHDRAWALS GRANTED An order has been issued granting the application of Morgan's Foods, Inc. to withdraw its common stock, no par value, from listing and registration on the American Stock Exchange, effective at the opening of business on August 25. (Rel. 34-50238) An order has been issued granting the application of VI Group, plc to withdraw its American depositary shares evidenced by American depositary receipts (each American depositary share evidencing ordinary shares), 0.50 pence par value per registrant, from listing and registration on the American Stock Exchange, effective at the opening of business on August 25. (Rel. 34-50239) 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 US GLOBAL NANOSPACE INC, 2533 NORTH CARSON STREET, STE 5107, CARSON CITY, NV, 89706, 775-841-3246 - 15,000,000 ($3,750,000.00) Equity, (File 333-118500 - Aug. 24) (BR. 02) S-4 COEUR D ALENE MINES CORP, 400 COEUR D ALENE MINES BLDG, 505 FRONT AVE, COEUR D ALENE, ID, 83814, 2086673511 - 0 ($828,053,032.00) Equity, (File 333-118501 - Aug. 24) (BR. 04) S-3 ENDEAVOUR INTERNATIONAL CORP, 1001 FANNIN, SUITE 1700, HOUSTON, TX, 77002, 713-307-8700 - 40,017,525 ($113,649,771.00) Equity, (File 333-118503 - Aug. 24) (BR. 04) S-8 DIXIE GROUP INC, 2208 S. HAMILTON STREET, DALTON, GA, 307214974, 7068765851 - 35,686 ($393,438.15) Equity, (File 333-118504 - Aug. 24) (BR. 02) S-8 INNODATA ISOGEN INC, THREE UNIVERSITY PLAZA, SUITE 506, HACKENSACK, NJ, 07601, 201 488 1200 - 2,100,000 ($6,754,000.00) Equity, (File 333-118506 - Aug. 24) (BR. 03) S-8 COGNITRONICS CORP, 3 CORPORATE DR, DANBURY, CT, 06810-4130, 2038303400 - 187,500 ($620,625.00) Equity, (File 333-118508 - Aug. 24) (BR. 37) S-4 CADMUS COMMUNICATIONS CORP/NEW, 1801 BAYBERRY COURT, STE 200, RICHMOND, VA, 23226, 8042875680 - 0 ($125,000,000.00) Non-Convertible Debt, (File 333-118509 - Aug. 24) (BR. 05) S-8 SCANNER TECHNOLOGIES CORP, 1650 UNIVERSITY NE STE 100, ALBUQUERQUE, NM, 87102, 5052424561 - 1,000,000 ($2,925,000.00) Equity, (File 333-118510 - Aug. 24) (BR. 36) S-8 NETEGRITY INC, 6178901700 - 0 ($26,500,000.00) Equity, (File 333-118511 - Aug. 24) (BR. 03) S-8 GATEWAY DISTRIBUTORS LTD, 3095 E. PATRICK LANE, SUITE 1, LAS VEGAS, NV, 89120, 0 ($10,000,000.00) Equity, (File 333-118512 - Aug. 24) (BR. 08) S-8 SUPERIOR GALLERIES INC, 9478 WEST OLYMPIC BLVD, #, BEVERLY HILLS, CA, 90212, 310-203-9855 - 800,000 ($1,000,000.00) Equity, (File 333-118513 - Aug. 24) (BR. 02) S-8 CREDITRISKMONITOR COM INC, 110 JERICHO TURNPIKE SUITE 202, FLORAL PARK, NY, 11001-2019, 5166205400 - 1,500,000 ($727,500.00) Equity, (File 333-118514 - Aug. 24) (BR. 37) S-8 RIGHTNOW TECHNOLOGIES INC, 77 DISCOVERY DR, BOZEMAN, MT, 59718, 0 ($68,338,482.00) Equity, (File 333-118515 - Aug. 24) (BR. 03) S-3 PLUM CREEK TIMBER CO INC, 999 THIRD AVENUE, SUITE 4300, SEATTLE, WA, 98104-4040, (206)467-3600 - 400,000 ($400,000,000.00) Equity, 400,000 ($400,000,000.00) Non-Convertible Debt, (File 333-118516 - Aug. 24) (BR. 08) S-8 21ST CENTURY INSURANCE GROUP, 6301 OWENSMOUTH AVE STE 700, WOODLAND HILLS, CA, 91367, 8187043700 - 0 ($50,680,031.57) Equity, (File 333-118517 - Aug. 24) (BR. 01) SB-2 MRU HOLDINGS INC, 600 LEXINGTON AVENUE, NEW YORK, NY, 10022, 212-754-0774 - 9,858,013 ($42,389,456.00) Equity, (File 333-118518 - Aug. 24) (BR. 09) S-3 DIGITAL RIVER INC /DE, 9625 W 76TH STREET SUITE 150, EDEN PRAIRIE, MN, 55344, 9522531234 - 0 ($195,000,000.00) Debt Convertible into Equity, (File 333-118519 - Aug. 24) (BR. 03) S-1 CANTOR FITZGERALD & CO, ONE WORLD TRADE CTR, 104TH FL, NEW YORK, NY, 10048, 2129384858 - 0 ($3,125,000.00) Equity, (File 333-118520 - Aug. 24) (BR. 07) S-8 ENVIRONMENTAL POWER CORP, ONE CATE STREET, 4TH FLOOR, PORTSMOUTH, NH, 03801, 6034311780 - 6,000,000 ($5,970,000.00) Equity, (File 333-118521 - Aug. 24) (BR. 02) SB-2 MAGNITUDE INFORMATION SYSTEMS INC, 401 ROUTE 24, CHESTER, NJ, 07930, 9088792722 - 62,795,481 ($6,279,548.00) Equity, (File 333-118522 - Aug. 24) (BR. 03) S-8 ELITE PHARMACEUTICALS INC /DE/, 165 LUDLOW AVENUE, NORTHVALE, NJ, 07647, 2017502646 - 1,500,000 ($1,890,000.00) Equity, (File 333-118524 - Aug. 24) (BR. 01) S-3 ACCESS WORLDWIDE COMMUNICATIONS INC, 4950 COMMUNICATIONS AVE, BOCA RATON, FL, 33431, 5162265000 - 3,293,216 ($3,128,555.20) Equity, (File 333-118525 - Aug. 24) (BR. 08) S-2 UQM TECHNOLOGIES INC, 7501 MILLER DRIVE, P.O. BOX 439, FREDERICK, CO, 80530, 3032782002 - 3,125,000 ($7,500,000.00) Equity, (File 333-118528 - Aug. 24) (BR. 36) RECENT 8K FILINGS 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 NAME OF ISSUER CODE 8K ITEM NUMBERS DATE COMMENT ------------------------------------------------------------------------------------------------ @ROAD, INC CA 7.01 08/23/04 ACCLAIM ENTERTAINMENT INC DE 9.01 08/23/04 ADVANTAGE MARKETING SYSTEMS INC/OK OK 8.01,9.01 08/23/04 ADVANTAGE MARKETING SYSTEMS INC/OK OK 7.01,9.01 08/23/04 AESP INC FL 2.02,9.01 08/20/04 AKORN INC LA 3.02,5.03,9.01 08/23/04 AKORN INC LA 7.01,9.01 08/24/04 ALBEMARLE CORP VA 5.02,5.03,9.01 08/18/04 AMERICAN BUSINESS FINANCIAL SERVICES DE 8.01,9.01 08/23/04 AMERICAN NATURAL ENERGY CORP OK 9.01 08/23/04 AMIS HOLDINGS INC 8.01 08/23/04 ANADARKO PETROLEUM CORP DE 7.01,9.01 08/24/04 ANGELICA CORP /NEW/ MO 2.02,9.01 08/23/04 ANTON DIST INC 2.01,8.01 05/07/04 AMEND ANZA CAPITAL INC NV 4.01 08/20/04 AON CORP DE 5.04,9.01 08/24/04 APPLEBEES INTERNATIONAL INC DE 8.01 08/24/04 ARCH COAL INC DE 2.01,9.01 08/20/04 ARKONA INC DE 2.02,8.01,9.01 08/16/04 ARTISAN COMPONENTS INC DE 1.01,3.03,9.01 08/22/04 ASPEN INSURANCE HOLDINGS LTD D0 7.01,9.01 08/24/04 ATNG INC NV 2.01,9.01 08/10/04 AUTODESK INC DE 2.02,9.01 08/23/04 AMEND BAKER HUGHES INC DE 5.04,9.01 08/24/04 BANC OF AMERICA COMMERCIAL MORT PASS DE 8.01,9.01 08/10/04 BANC OF AMERICA MORTGAGE SECURITIES I DE 8.01,9.01 08/24/04 BANC OF AMERICA MORTGAGE SECURITIES I DE 8.01,9.01 08/24/04 BANK OF AMERICA CORP /DE/ DE 5.02,9.01 08/24/04 BARNEYS NEW YORK INC 2.02 08/24/04 BAYVIEW FINANCIAL SECURITIES CO LLC DE 8.01 08/23/04 BEAR STEARNS COMMERCIAL MORTGAGE SECU DE 8.01,9.01 08/11/04 BENIHANA INC DE 2.02,9.01 08/24/04 BIOMARIN PHARMACEUTICAL INC DE 8.01,9.01 08/24/04 BLUE DOLPHIN ENERGY CO DE 2.02,9.01 08/23/04 BOOTS & COOTS INTERNATIONAL WELL CONT DE 8.01,9.01 08/19/04 BRIDGFORD FOODS CORP CA 2.02,9.01 08/23/04 CANADA SOUTHERN PETROLEUM LTD A5 5.02,8.01,9.01 08/20/04 CAPITAL AUTO RECEIVABLES INC DE 8.01,9.01 08/16/04 CENDANT CORP DE 1.01,9.01 08/20/04 CENDANT MORTGAGE CAPITAL LLC DE 8.01,9.01 08/24/04 CENVEO, INC CO 5.02 08/20/04 CEPHALON INC DE 8.01,9.01 08/19/04 CERTIFIED SERVICES INC NV 7.01,9.01 08/23/04 CHAMPIONSHIP AUTO RACING TEAMS INC DE 7.01,8.01,9.01 08/24/04 CLEVELAND CLIFFS INC OH 8.01 08/20/04 COGNOS INC CA 8.01 08/24/04 COGNOS INC CA 8.01 08/24/04 COLLINS & AIKMAN FLOOR COVERINGS INC DE 1.01,9.01 08/18/04 COLUMBIA LABORATORIES INC DE 5.02 08/20/04 COMMERCIAL CAPITAL BANCORP INC NV 8.01,9.01 08/24/04 COMMERCIAL MORTGAGE PASS THROUGH CERT DE 8.01,9.01 08/17/04 CONCENTRA OPERATING CORP NV 1.01,7.01,9.01 08/23/04 CRDENTIA CORP DE 8.01,9.01 08/09/04 CSFB MORT SEC CORP COMM MORT PAS THR DE 8.01,9.01 08/17/04 CSX TRANSPORTATION INC VA 8.01,9.01 08/24/04 CURAGEN CORP DE 7.01,9.01 08/24/04 DAWSON GEOPHYSICAL CO TX 8.01,9.01 08/23/04 DEARBORN BANCORP INC /MI/ MI 8.01,9.01 08/20/04 DIGITAL GENERATION SYSTEMS INC DE 9.01 08/24/04 AMEND DIRECT INSITE CORP DE 7.01,9.01 08/20/04 DIRECTV GROUP INC DE 2.01 08/20/04 DITECH COMMUNICATIONS CORP DE 2.02,9.01 08/24/04 DIVERSIFIED SECURITY SOLUTIONS INC DE 2.02 08/10/04 DOLLAR GENERAL CORP TN 7.01,9.01 08/24/04 DOMINOS PIZZA INC 8.01,9.01 08/24/04 DPL INC OH 8.01,9.01 08/24/04 DYNAMICS RESEARCH CORP MA 8.01 02/02/04 EAGLE BROADBAND INC TX 4.01,9.01 08/23/04 EDUCATION LOANS INC /DE DE 8.01,9.01 08/23/04 EDUCATION LOANS INC /DE DE 8.01,9.01 08/23/04 ELECTRO ENERGY INC FL 9.01 06/09/04 AMEND ELINEAR INC DE 7.01,9.01 08/20/04 ENDWAVE CORP DE 5.02 08/23/04 ENOVA SYSTEMS INC CA 5.02 08/23/04 ENVIRONMENTAL ELEMENTS CORP DE 4.01,9.01 08/24/04 ENVIRONMENTAL ELEMENTS CORP DE 2.02,9.01 08/24/04 ESPEY MFG & ELECTRONICS CORP NY 2.02,9.01 08/23/04 EVERGREENBANCORP INC WA 8.01,9.01 08/23/04 EXX INC/NV/ NV 8.01,9.01 08/23/04 FAIR ISAAC CORP DE 5.02 08/23/04 FIRST HORIZON ASSET SECURITIES INC DE 8.01,9.01 08/24/04 FIRST MIDWEST FINANCIAL INC DE 8.01,9.01 08/23/04 FIRST UNION COM MOR SEC INC COM MOR P NY 8.01,9.01 08/17/04 FIRST UNION COMM MORT TRUST COMM MOR NY 8.01,9.01 08/17/04 FIRST UNION COMM MORT TRUST COMM MOR NY 8.01,9.01 08/17/04 FIRST UNION COMM MORT TRUST COMM MOR NY 8.01,9.01 08/17/04 FIRST UNION COMM MORT TRUST COMM MOR NY 8.01,9.01 08/17/04 FIRST UNION COMMERCIAL MORTGAGE PASS NC 8.01,9.01 08/13/04 FIRST UNION LEH BRO BANK OF AMER COM NY 8.01,9.01 08/18/04 FIRST UNION NATIONAL BANK COM MORT PA NC 8.01,9.01 08/13/04 FIRST VIRTUAL COMMUNICATIONS INC DE 3.01,7.01 08/23/04 FN ESTATE INC PA 8.01,9.01 08/23/04 FNB FINANCIAL SERVICES CORP NC 8.01 08/23/04 GE Capital Credit Card Master Note Tr DE 8.01,9.01 08/16/04 GE COMMERCIAL MORT CORP PASS THR CERT DE 8.01,9.01 08/10/04 GEHL CO WI 5.02,9.01 08/23/04 GENAERA CORP DE 8.01,9.01 08/18/04 GENERAL GROWTH PROPERTIES INC DE 8.01,9.01 08/20/04 AMEND GIBRALTAR STEEL CORP DE 5.04 08/24/04 GRANT PARK FUTURES FUND LIMITED PARTN IL 7.01 08/24/04 GULFMARK OFFSHORE INC DE 9.01 08/23/04 GVC VENTURE CORP DE 4.01,9.01 08/17/04 H&R BLOCK INC MO 9.01 08/24/04 HANCOCK JOHN LIFE INSURANCE CO MA 8.01,9.01 08/23/04 Harley-Davidson Motorcycle Trust 2004 NV 8.01,9.01 08/18/04 HASTINGS ENTERTAINMENT INC TX 2.02,9.01 08/24/04 HEALTHGATE DATA CORP DE 8.01 08/23/04 HEINZ H J CO PA 2.02 08/24/04 HERCULES INC DE 8.01 08/24/04 HIGHLAND HOSPITALITY CORP MD 1.01,2.01,2.03,9.01 08/19/04 HOLLYWOOD MEDIA CORP FL 1.01,3.02 08/20/04 HOMESTAR MORTGAGE ACCEPTANCE CORP ASS DE 9.01 08/24/04 HOMESTAR MORTGAGE ACCEPTANCE CORP ASS DE 9.01 08/24/04 HUGHES SUPPLY INC FL 2.02,8.01,9.01 08/24/04 IGIA, Inc. DE 4.01,9.01 07/20/04 AMEND INTELLIGROUP INC NJ 7.01 08/24/04 INTERNATIONAL ALUMINUM CORP CA 2.02,9.01 08/23/04 INTERSTATE BAKERIES CORP/DE/ DE 2.05,9.01 07/29/04 INVICTA GROUP INC 2.01,9.01 08/24/04 AMEND ISONICS CORP CA 2.01,8.01,9.01 06/11/04 AMEND JAVAKINGCOFFEE INC NV 4.01,9.01 08/20/04 JB OXFORD HOLDINGS INC DE 1.01,2.02,2.03 08/16/04 KERR MCGEE CORP /DE DE 5.02,9.01 08/24/04 KEY TRONIC CORP WA 2.02,9.01 08/24/04 KITTY HAWK INC DE 8.01,9.01 08/24/04 LIBERTY MEDIA INTERNATIONAL INC DE 7.01 08/24/04 LIBERTY STAR GOLD CORP NV 8.01,9.01 08/23/04 LILLY ELI & CO IN 8.01,9.01 08/24/04 LONGVIEW FIBRE CO WA 2.02 07/31/04 LOUDEYE CORP DE 7.01 08/23/04 LSB FINANCIAL CORP IN 4.01,9.01 08/19/04 AMEND MAGNA ENTERTAINMENT CORP DE 5.02,9.01 08/19/04 MAGNETEK INC DE 5.02 08/24/04 MAXTOR CORP DE 1.01,5.02,9.01 08/23/04 MBNA AMERICA BANK NATIONAL ASSOCIATIO DE 8.01,9.01 08/24/04 MED GEN INC NV 8.01 08/10/04 AMEND MERRILL LYNCH MORTGAGE INVESTORS INC DE 8.01,9.01 08/23/04 MET PRO CORP DE 2.02,9.01 07/31/04 METROCORP BANCSHARES INC 8.01,9.01 08/23/04 MGE ENERGY INC WI 8.01,9.01 08/24/04 MIIX GROUP INC DE 2.02,8.01,9.01 08/24/04 MOHEGAN TRIBAL GAMING AUTHORITY 5.02,9.01 08/24/04 MONARCH COMMUNITY BANCORP INC MD 5.02,9.01 08/20/04 MONARCH SERVICES INC MD 8.01 08/19/04 MONTPELIER RE HOLDINGS LTD D0 8.01,9.01 08/23/04 MOOG INC NY 8.01 08/24/04 MORGAN STANLEY ABS CAPITAL I INC DE 8.01,9.01 08/20/04 MQ ASSOCIATES INC 8.01,9.01 08/24/04 MRS FIELDS FAMOUS BRANDS LLC DE 8.01,9.01 08/24/04 NANOPHASE TECHNOLOGIES CORPORATION IL 8.01,9.01 08/23/04 NATIONAL COMMERCE FINANCIAL CORP TN 8.01,9.01 08/24/04 NDCHEALTH CORP DE 1.01,9.01 08/24/04 NISSAN AUTO RECEIVABLES 2004-B OWNER 8.01,9.01 08/16/04 NORFOLK SOUTHERN RAILWAY CO /VA/ VA 8.01,9.01 08/24/04 OCCIDENTAL PETROLEUM CORP /DE/ DE 8.01 08/23/04 OMEGA PROTEIN CORP NV 7.01,8.01,9.01 08/23/04 OMNIVISION TECHNOLOGIES INC DE 2.02,9.01 08/24/04 ONE LINK 4 TRAVEL INC DE 1.01,7.01,9.01 08/24/04 OPSWARE INC DE 8.01,9.01 08/24/04 OPTICARE HEALTH SYSTEMS INC DE 2.02,3.01,8.01,9.01 08/16/04 OXIS INTERNATIONAL INC DE 5.02,9.01 08/20/04 PEAK ENTERTAINMENT HOLDINGS INC NV 4.01,9.01 08/20/04 PEGASUS AIRCRAFT PARTNERS L P DE 8.01 08/23/04 PEPCO HOLDINGS INC DE 8.01 08/24/04 PERRY ELLIS INTERNATIONAL INC FL 2.02,9.01 08/23/04 PETMED EXPRESS INC FL 7.01,9.01 08/23/04 PHARMACEUTICAL FORMULATIONS INC DE 2.02,9.01 08/23/04 PHOENIX GROUP CORP DE 8.01 08/23/04 PIONEER DRILLING CO TX 3.02,8.01,9.01 08/11/04 PivX Solutions, Inc. NV 2.01,9.01 06/09/04 AMEND PLATINUM UNDERWRITERS HOLDINGS LTD D0 8.01,9.01 08/23/04 PLUM CREEK TIMBER CO INC DE 9.01 08/24/04 POSSIS MEDICAL INC MN 8.01,9.01 08/23/04 POTOMAC ELECTRIC POWER CO VA 8.01 08/24/04 PRAXAIR INC DE 5.02 08/24/04 PS BUSINESS PARKS INC/CA CA 7.01,9.01 08/23/04 PSS WORLD MEDICAL INC FL 7.01,9.01 08/19/04 QUALSTAR CORP CA 2.02,9.01 08/24/04 QUEST RESOURCE CORP NV 7.01,9.01 08/23/04 RANGE RESOURCES CORP DE 7.01,9.01 08/23/04 REGIS CORP MN 2.02,9.01 08/24/04 RIM HOLDINGS INC 4.01 08/19/04 RIVIERA HOLDINGS CORP NV 8.01,9.01 08/23/04 ROBERTS REALTY INVESTORS INC GA 5.02 08/19/04 ROUSE COMPANY MD 1.01,8.01,9.01 08/19/04 S&K FAMOUS BRANDS INC VA 2.02 08/24/04 SAMSONITE CORP/FL DE 5.01 08/24/04 SANMINA-SCI CORP DE 5.02,9.01 08/23/04 SCAN OPTICS INC DE 7.01,9.01 08/24/04 SCANVEC AMIABLE LTD 8.01,9.01 08/16/04 SEACHANGE INTERNATIONAL INC DE 2.02,9.01 08/24/04 SECURED DIGITAL APPLICATIONS INC DE 2.02,9.01 08/24/04 SEMTECH CORP DE 2.02,7.01,9.01 08/24/04 SIGMA DESIGNS INC CA 2.02,9.01 07/31/04 SIRNA THERAPEUTICS INC CO 1.01,5.02,9.01 08/24/04 SMITHWAY MOTOR XPRESS CORP NV 5.02,7.01,9.01 08/20/04 SOVEREIGN BANCORP INC PA 7.01,9.01 08/24/04 SPAR GROUP INC DE 2.02,9.01 08/23/04 SPEEDEMISSIONS INC FL 2.01,9.01 06/11/04 ST MARY LAND & EXPLORATION CO DE 8.01,9.01 08/24/04 STERLING FINANCIAL CORP /PA/ PA 7.01,9.01 08/24/04 SUFFOLK BANCORP NY 8.01 08/23/04 SYNPLICITY INC CA 5.02,9.01 08/20/04 TALX CORP MO 7.01,9.01 07/28/04 AMEND TAURUS ENTERTAINMENT COMPANIES INC CO 4.01 08/20/04 TEAM HEALTH INC TN 9.01 08/17/04 TECHNICAL OLYMPIC USA INC DE 8.01,9.01 08/24/04 TECO ENERGY INC FL 8.01 08/24/04 TELEGLOBE INTERNATIONAL HOLDINGS LTD 5.02,9.01 08/11/04 TELEGLOBE INTERNATIONAL HOLDINGS LTD 8.01 08/24/04 TORO CO DE 2.02 08/24/04 TOUCH AMERICA HOLDINGS INC DE 1.03,9.01 04/02/04 TOUCH AMERICA HOLDINGS INC DE 1.03,9.01 04/02/04 TOUCH AMERICA HOLDINGS INC DE 1.03,9.01 04/02/04 TRANSCONTINENTAL REALTY INVESTORS INC NV 2.01,9.01 06/20/04 UNISOURCE ENERGY CORP AZ 2.02 08/23/04 UNITED BANKSHARES INC/WV WV 8.01,9.01 08/23/04 UNITED PAN AM FINANCIAL CORP CA 4.02,8.01,9.01 08/23/04 UNIVERSAL ACCESS GLOBAL HOLDINGS INC DE 3.01 08/23/04 V I TECHNOLOGIES INC DE 8.01,9.01 08/20/04 VALUEVISION MEDIA INC MN 2.02,9.01 08/18/04 VARIAN MEDICAL SYSTEMS INC DE 8.01,9.01 08/24/04 VERTEX INTERACTIVE INC NJ 7.01,9.01 08/23/04 VITRAN CORP INC 5.02 08/23/04 VITRIA TECHNOLOGY INC DE 4.01,9.01 08/17/04 WACHOVIA COMMERCIAL MORT PASS THRU CE NC 8.01,9.01 08/16/04 WARWICK VALLEY TELEPHONE CO NY 8.01 08/24/04 WEST PHARMACEUTICAL SERVICES INC PA 8.01,9.01 08/24/04 WESTBANK CORP MA 8.01,9.01 08/24/04 WESTPAC SECURITISATION MGT PTY LTD SE 9.01 08/19/04 WET SEAL INC DE 2.02,8.01,9.01 08/19/04 WORLD AIRWAYS INC /DE/ DE 3.02,9.01 08/23/04 WORLD FINANCIAL NETWORK CREDIT CARD M DE 8.01,9.01 08/16/04 XL CAPITAL LTD 9.01 08/23/04 YELLOW ROADWAY CORP DE 7.01,9.01 08/23/04 YOUBET COM INC DE 4.01 08/18/04