SEC NEWS DIGEST Issue 2003-23 February 4, 2003 COMMISSION ANNOUNCEMENTS SEC ADOPTS FUND CUSTODY RULE CHANGES, PROPOSES FUND AND ADVISER COMPLIANCE RULES, SOLICITS COMMENT ON INCREASED PRIVATE SECTOR COMPLIANCE ROLE The Commission today voted to adopt changes in rules on ways investment companies maintain assets with U.S. securities depositories. The Commission also voted to propose new rules and rule amendments that would require investment companies and investment advisers to implement measures reasonably designed to prevent violations of applicable provisions of the securities laws. Finally, the Commission decided to solicit comment from the public concerning possible expansion of the role of the private sector in fostering investment company and investment adviser compliance with federal securities laws. Custody of Investment Company Assets With U.S. Securities Depositories The Commission voted to adopt amendments to Rule 17f-4 under the Investment Company Act of 1940. Rule 17f-4 permits registered investment companies (funds) to maintain assets with U.S. securities depositories. The rule amendments will update and simplify the rule in response to changes in business practices and commercial law that have occurred since the rule was adopted in 1978. The amendments will eliminate unnecessary restrictions in the rule to reduce compliance burdens on funds and fund boards without jeopardizing investor protections. The rule amendments will take effect 30 days from the date of their publication in the Federal Register. Compliance Programs of Investment Companies and Investment Advisers The Commission voted to propose new Rule 38a-1 under the Investment Company Act of 1940, new Rule 206(4)-7 under the Investment Advisers Act of 1940 and amendments to Rule 204-2 under the Advisers Act. The proposed rules would require investment companies and investment advisers registered with the Commission to * adopt and implement compliance policies and procedures reasonably designed to prevent violations by funds of the federal securities laws and violations by advisers of the Advisers Act; * review annually these policies and procedures; and * designate a chief compliance officer to administer these policies and procedures. The proposed rules would formalize the practical requirement that funds and advisers establish control systems designed to prevent violations of important investor protection provisions of the federal securities laws. The rules would provide funds and advisers the flexibility to tailor their compliance policies and procedures to fit the scope and nature of their operations. Request for Comment The Commission also decided to seek comment on additional ways in which it could expand the role of the private sector in fostering compliance by investment companies and investment advisers with the federal securities laws. In particular, the Commission will seek comment on the following possibilities to supplement Commission oversight of investment companies and investment advisers: * a requirement that advisers and funds obtain periodic compliance audits from third party compliance experts; * reliance on independent public accountants that audit fund financial statements to examine fund compliance controls in connection with the audit; * the formation of one or more self-regulatory organizations to oversee the activities of funds and/or advisers; and * a requirement that advisers obtain fidelity bonds. Comments on the proposed rules and rule amendments as well as responses to the Commission's request for comment should be received by the agency within 60 days of publication in the Federal Register. The full text of detailed releases concerning each of these items will be posted to the SEC Web site as soon as possible. (Press Rel. 2003-20) COMMISSION MEETINGS CHANGE IN THE MEETING: ADDITIONAL ITEM The following item has been added to the closed meeting scheduled for Wednesday, Feb. 5, 2003: Amicus consideration. ENFORCEMENT PROCEEDINGS COURT ENTERS FINAL JUDGMENT IN PRIME BANK CASE On Jan. 15, 2003, the Honorable Loretta A. Preska of the United States District Court for the Southern District of New York entered a Final Judgment against defendant Allen B. Gottlieb and relief defendants Americredit Commercial Corporation, Law Offices of Gottlieb and Associates, P.C. , and Finanzurich, Limited. Two other defendants, Kenneth R. Lagonia and Patrick J. Madden were found not liable for the charges filed against them in this case. The Court found that Allen Gottlieb violated the antifraud provisions of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, and permanently enjoined him from future violations. The Court also ordered Gottlieb to pay disgorgement and prejudgment interest totaling $2,005,443 and civil money penalties of $878,333. The Court ordered the relief defendants to pay more than $1.8 million in disgorgement and prejudgment interest. After a four day bench trial in early December 2002, the Court found that Gottlieb made numerous material misrepresentations in connection with his promotion of a fraudulent investment program that featured so- called prime bank instruments that were purportedly traded by the world's largest banks on a secretive international market. In connection with the scheme, three investors lost nearly $1.8 million in two separate transactions. In holding Gottlieb liable, Judge Preska noted that Gottlieb misrepresented his experience in dealing with prime bank instruments; misrepresented the financial capabilities of a bank that was to facilitate the prime bank trading; and omitted to tell the investors about prior failed transactions in which he played a similar role. The Court further found, citing expert witness testimony offered by the Commission, that the investments Gottlieb promoted were "nothing other than bogus attempts to make money." Among other things, the Commission's expert witness identified the similarities between Gottlieb's scheme and numerous other prime bank frauds that recently have emerged and remain a persistent hazard to unwary investors. [SEC v. Stewart, et al., Civil Action No. 98 CIV 2636, SDNY] (LR-17960) SEC v. GOLDVENTURES CLUB AND ALEXANDER KHAMIDOULINE The Commission announced that the Honorable Charles A. Pannell, U.S. District Court Judge for the Northern District of Georgia, entered a Default Judgment of Permanent Injunction and Other Relief against Gold- Ventures Club and Alexander Khamidouline, d/b/a www.gold-ventures.net. The Judgment enjoins Gold-Ventures and Khamidouline from violations of 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. In addition to enjoining the Defendants, the Judgment also provides for disgorgement and the imposition of a civil money penalty, which will be determined by the Court upon the Commission's motion. On May 28, 2002, the Commission filed this action and obtained an ex parte temporary restraining order, asset freeze and other relief against Gold-Ventures and Khamidouline, for violating the antifraud and securities registration provisions of the federal securities laws. The SEC's complaint alleges that Gold-Ventures and Khamidouline, a resident of Russia, defrauded investors since at least March 2002 through their website, www.gold-ventures.net, and "spam" e-mails directed to potential U.S. investors. [SEC v. Gold-Ventues Club and Alexander Khamidouline, d/b/a www.gold-ventures.net, Case No. 1:02-CV-1434 (CAP) N.D. Ga.] (LR- 17961) FINAL JUDGMENT ENTERED AGAINST FORMER SALES AGENT OF A BOCA RATON COMPANY The Commission announced that on Jan. 17, 2003, the U.S. District Court for the Southern District of Florida entered a Final Judgment against Relief Defendant Joseph J. Italiano, a former sales agent for Defendant Sunstate FX, Inc. The Final Judgment orders him to disgorge $1,370,646. On April 18, 2001, the Commission initiated this action by filing a Complaint for Injunctive and Other Relief against Sunstate, and three principal officers, Ulrich Garbe, Peggy Patterson and John Hyland. The Commission also filed a Motion for Temporary Restraining Order and Other Emergency Relief, including an asset freeze (TRO Motion). In addition, the Commission requested the appointment of a receiver over Sunstate. The Court granted the TRO Motion, issued a temporary restraining order barring the Defendants from violating the federal securities laws, froze their assets, and appointed a receiver. On May 7, 2001, the Commission filed an emergency motion to amend the Complaint and extend the asset freeze over Relief Defendants, RD Trading Fund, LLC, FX Consultants, LLC, Rosalie Davis, Charles E. Davis, Capital Strategies, LLC, Kirk R. Hanson and Joseph Italiano. The Court also granted that motion. The Court subsequently dismissed the action against Relief Defendants RD Trading Fund, LLC; FX Consultants, LLC, Rosalie Davis; and Charles Davis as part of a settlement agreement with the Commission. The Amended Complaint alleges that Garbe, Patterson and Hyland, violated the registration and antifraud provisions of the federal securities laws by masterminding a scheme to bilk investors out of $54 million. According to the Amended Complaint, Sunstate claimed it would trade the money on foreign currency markets to make a profit for investors. In reality, the Defendants traded only a fraction of the $54 million. Instead, they used the bulk of the money to fund their extravagant lifestyles and pay exorbitant commissions to their sales agents. The Amended Complaint alleges that Italiano received investor funds from Sunstate for his role in selling the fraudulent investment. [SEC v. Sunstate FX Inc., et al., Case No. 01-8328-CIV-RYSKAMP, USDC/SDFL] (LR- 17962) THREE FLORIDA SALESMEN CONSENT TO PERMANENT INJUNCTIONS The Commission announced that on Jan. 28, 2003, the Honorable Willis B. Hunt, Jr., United States District Court for the Northern District of Georgia, entered orders of permanent injunctions (Orders) against three of the four defendants in the above referenced litigation, Ihor A."Gary" Humesky (Humesky), Steven B. Rodd (Rodd), and Robert F. Broege, Jr. (Broege). The Orders restrained and enjoined the defendants from violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Court ordered each defendant to pay disgorgement, prejudgment interest and civil penalties, which amounts will be decided upon subsequent motion by the Commission. Litigation is still pending against defendant Leonard L. Zanello, Sr. Humesky, Rodd and Broege consented to the entry of the Orders without admitting or denying the allegations set forth in the Commission's complaint, filed on Dec. 10, 2002. The litigation relates to the investments that the defendants sold on behalf of LinkTel Communications, Inc. (LinkTel), an Atlanta, Georgia company that sold and operated pay telephones. The complaint alleged that Humesky, Rodd, and Broege made material misrepresentations and omissions while selling investments in pay telephones. Humesky, Rodd, and Broege represented to potential investors that they had investigated LinkTel and that it was a profitable company. The complaint further alleged that LinkTel was, in fact, an insolvent ponzi scheme and that defendants did not reasonably investigate LinkTel's financial status. The defendants also distributed sales materials that misrepresented that their commissions would be 15%. In fact, defendants received commissions ranging between 20% and 22%. Defendants further represented that LinkTel was a safe investment because the investment was fully insured. To the contrary, investors' money was not fully insured because investors stood to receive no more than 15% of their investments if LinkTel collapsed. [SEC v. Leonard L. Zanello, Sr., Ihor A."Gary" Humesky, Steven B. Rodd, and Robert F. Broege, Jr., Civil Action Number 1:02-CV-3308 (N.D. Ga.)] (LR-17963) JUDGMENT ENTERED AGAINST RICHARD BRIDEN IN CONNECTION WITH PRIME BANK OFFERING The Commission announced the entry of a final judgment in a prime bank securities fraud case. On Jan. 21, 2003, the Honorable Reginald C. Lindsay, of the U.S. Court for the District of Massachusetts, entered a judgment by consent against Richard J. Briden and two corporations he controlled. Briden, without admitting or denying the Commission's allegations, settled the matter by consenting to the entry of an injunction against future violations of the securities and broker dealer-registration provisions as well as the general antifraud provisions of the federal securities laws. No penalties were imposed by the Court based on Briden's sworn financial statements and other documents submitted to the Commission. The Commission's complaint alleged that during 1998, Briden and the two corporations he controlled raised $295,000 from seven friends and relatives for a non-existent high-yield trading program in Europe. To date, the investors have recovered only $50,000, and title to certain real estate in Florida is being held for the benefit of the investors. [SEC v. Richard J. Briden, Empowerment Funding Group, LLC and InfoPRO Group, Ltd, USDC, D.MA, C.A. No. 99cv11009-RCL] (LR- 17964) COMMISSION FILES CIVIL CONTEMPT CHARGES AGAINST WATCH HILL CAPITAL MANAGEMENT LLC IN SECURITIES FRAUD CASE The Commission announced that on Jan. 31, 2003, it filed civil contempt charges against Watch Hill Capital Management LLC, alleging that the company violated a federal court order issued in a civil fraud case filed by the Commission. On July 31, 2002, the Commission filed a complaint in federal court in California alleging that Watch Hill and others participated in a fraudulent "prime bank" scheme that raised at least $40 million from investors in July 2002. The U.S. District Court for the Northern District of California issued a temporary restraining order (TRO) and asset freezes against Watch Hill and others on August 1, 2002, and converted the TRO to a preliminary injunction on October 15, 2002. In its contempt application, the Commission alleges that Watch Hill has failed to comply with the court's order in the TRO and preliminary injunction requiring Watch Hill to identify, among other things, its financial institution accounts and investors or clients from whom it received funds. The Commission previously filed contempt charges against two of Watch Hill's co-defendants, Claude Lefebvre and RMO Assets Management SA, on Sept. 30, 2002. [SEC v. Claude Lefebvre, et al., USDC, NDCA, C.A. No. C-02-3704-JSW] (LR-17965) COURT ENTERS ORDER APPROVING PLAN FOR NOTEHOLDER REPAYMENT IN $85 MILLION FINANCIAL AND OFFERING FRAUD The Commission announced that on Jan. 31, 2003, the Honorable Judge David F. Hamilton of the United States District Court for the Southern District of Indiana entered an Order (A) Approving Plan for Noteholder Repayment by Church Extension of the Church of God, Inc. and United Management Services, Inc. (entity defendants) and (B) Granting Related Relief. The Commission commenced its enforcement case on July 22, 2002, alleging, among other things, that the defendants fraudulently raised approximately $85 million from the sale of investment notes to thousands of investors nationwide. On July 31, 2002, Judge Hamilton entered a Final Judgment and Order of Permanent Injunction and Other Equitable Relief (Final Judgment) against the entity defendants, enjoining them from future violations of the antifraud provisions of the federal securities laws and ordering disgorgement of approximately $81 million. The entity defendants consented to the entry of the Final Judgment without admitting or denying the allegations of the Commission's complaint. The litigation is currently pending against the individual defendants. The Plan for Noteholder Repayment provides for the continuation of the entity defendants so that they may orderly liquidate their assets over a five-year period in order to pay disgorgement to investors and other creditors. During this period, the Commission and Jeff J. Marwil, the court-appointed conservator in this matter, will aggressively monitor the liquidation process. In addition, a new company (Newco) will be formed and 10% of any funds or proceeds that Newco receives shall be transferred to the entity defendants for distribution to investors and other creditors. Other key provisions of the Plan for Noteholder Repayment include: 1) Newco will execute a $10 million note payable to the entity defendants, which will mature at the end of the five-year period and will be paid to investors and other creditors; 2) Judge Hamilton empowered Mr. Marwil to bring cases against third parties for the benefit of investors and other creditors; and 3) a stay against enforcement actions by all of the entity defendants' creditors. The Plan for Noteholder Repayment also provides for interim principal payments to investors and other creditors. The first distribution shall be made by no later than February 28, 2003, and the distributions shall continue to be made on a quarterly basis, pending the availability of sufficient funds. For further information, please see Litigation Release Numbers 17656 (August 5, 2002) [final judgment entered against entity defendants] and 17623 (July 22, 2002) [complaint filed]. To receive a copy of the Plan for Noteholder Repayment, please send your request to conservator@jenner.com. [SEC v. Church Extension of the Church of God, Inc., United Management Services, Inc., James Perry Grubbs and Shearon Louis Jackson, USDC SD Indiana, Cause No. IP 02-1118 C H/S] (LR-17966; AAE Rel. 1711) SEC OBTAINS $1.9 MILLION JUDGMENT IN CONNECTION WITH FRAUDULENT INTERNATIONAL GOLD TRADING SCHEME On Jan. 16, 2003, the U.S. District Court for the Northern District of Texas, Dallas Division, the Honorable Sam A. Lindsay presiding, entered judgment against Godfried Martin Sarpong and his company, Africa Gemstone Corporation, for violating the antifraud and securities registration provisions of the federal securities laws. Judge Lindsay ordered Sarpong and Africa Gemstone, jointly and severally, to disgorge unjust profits of $1,105,621, plus prejudgment interest of $73,632, and ordered Sarpong and Africa Gemstone to pay civil money penalties of $120,000 and $600,000, respectively. Judge Lindsay also enjoined Sarpong and Africa Gemstone from offering or selling unregistered securities, and from committing securities fraud. According to the SEC's March 22, 2002, complaint, between February 2000 and January 2001, the defendants raised over $1.3 million by offering and selling unregistered promissory notes to investors in several states. The SEC alleged that the defendants told investors the risk associated with the investment was minimal, because of "built-in safety factors," such as oversight by the government of Ghana and verification of the investment by the defendants. In fact, according to the complaint, those safeguards did not exist, and Sarpong, operating through Africa Gemstone, inflicted substantial losses by stealing much of the investors' money. The SEC charged Sarpong, Africa Gemstone, and several associates, with directly or indirectly selling unregistered securities, in violation of Sections 5(a) and 5(c) of the Securities Act of 1933; and with committing securities fraud, in violation of 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. [SEC v. Big Country AGS, Inc. d/b/a AGS, Inc., et al., Defendants, Civil Action No. 3:02-CV- 606-L, USDC, NDTX] (LR-17967) INVESTMENT COMPANY ACT RELEASES NEUBERGER BERMAN EQUITY FUNDS, ET AL. An order has been issued on an application filed by Neuberger Berman Equity Funds, et al., permitting (a) certain registered investment companies to pay an affiliated lending agent a fee based on a share of the revenue derived from securities lending activities, and (b) the registered investment companies to lend portfolio securities to affiliated broker-dealers. The order supercedes certain prior orders. (Rel. IC-25916 - Jan. 28) VAN KAMPEN FUNDS INC., ET AL. An order has been issued on an application filed by Van Kampen Funds Inc. and Van Kampen Focus Portfolios under Section 6(c) of the Investment Company Act granting an exemption from Section 26(a)(2)(D) of the Act. The order permits certain unit investment trusts to deposit trust assets in the custody of foreign banks and securities depositories. (Rel. IC-25918 - Jan. 29) NOTICES OF DEREGISTRATIONS UNDER THE INVESTMENT COMPANY ACT For the month of January, 2003, a notice has been issued giving interested persons until Feb. 25, 2003, to request a hearing on any of the following applications for an order under Section 8(f) of the Investment Company Act declaring that the applicant has ceased to be an investment company: North American Funds [File No. 811-5797] Kala Investment Corp. [File No. 811-3311] ATC Funds, Inc. [File No. 811-8617] One Fund, Inc. [File No. 811-6675] East West Securities Company, Inc. [File No. 811-10029] Snoqualmie Asset Fund, Inc. [File No. 811-10087] Broadway Street Pooled Trust Preferred Fund A [File No. 811-9771] (Rel. IC-25921 - Jan. 31) ARK FUNDS, ET AL. A notice has been issued giving interested persons until Feb. 28 to request a hearing on an application filed by ARK Funds, et al. for an order under (a) Section 6(c) of the Investment Company Act for an exemption from Sections 18(f) and 21(b) of the Act; (b) Section 12(d)(1)(J) of the Act for an exemption from Sections 12(d)(1)(A) and (B) of the Act; (c) Sections 6(c) and 17(b) of the Act for an exemption from Sections 17(a)(1) and 17(a)(3) of the Act; and (d) Section 17(d) of the Act and Rule 17d-1 under the Act to permit certain joint transactions. The order would permit certain registered open-end investment companies to participate in a joint lending and borrowing facility. (Rel. IC-25923 - Feb. 3) HOLDING COMPANY ACT RELEASES AMEREN CORP ET AL. A notice has been issued giving interested persons until Feb. 25 to request a hearing on a proposal by Ameren Corp. (Ameren), a registered holding company; certain of its direct and indirect subsidiaries, including, among others: Union Electric Company, d/b/a AmerenUE, and Ameren Services Company, Central Illinois Public Service Company d/b/a AmerenCIPS, CIPSCO Investment Company; CILCORP Inc. (CILCORP), an exempt holding company; and direct and indirect subsidiaries of CILCORP, among others: Central Illinois Light Company (CILCO), an electric and gas utility company, Central Illinois Generation, Inc. (CIGI), an EWG formed by CILCO to acquire substantially all of CILCO's generating assets, seeking approval of various proposed financial transactions. (Rel. IC- 27646 - Jan. 31) FIRSTENERGY CORPORATION, ET AL. A supplemental order has been issued authorizing a proposal by FirstEnergy Corporation (FirstEnergy), a registered holding company and FirstEnergy's two service company subsidiaries, FirstEnergy Service Company and GPU Service, Inc. (collectively, Applicants). Applicants propose to extend their interim exemption to provide system services and request a reservation of jurisdiction of service procedures, policies, and agreements until June 1, 2003. (Rel. 35-27647) SELF-REGULATORY ORGANIZATIONS APPROVAL OF PROPOSED RULE CHANGES The Commission has approved a proposed rule change (SR-CBOE-2002-61), submitted by the Chicago Board Options Exchange, which relates to rules governing the Intermarket Linkage, and issued notice and granted accelerated approval of Amendment No. 1 to such proposal. (Rel. 34- 47294) The Commission has approved a proposed rule change (SR-Phlx-2002-67), submitted by the Philadelphia Stock Exchange, which relates to rules governing the Intermarket Linkage, and issued notice and granted accelerated approval of Amendment No. 1 to such proposal. (Rel. 34- 47296) The Commission has approved a proposed rule change (SR-Amex-2002-84), submitted by the American Stock Exchange, which relates to rules governing the Intermarket Linkage, and issued notice and granted accelerated approval of Amendment No. 3 to such proposal. (Rel. 34- 47297) TEMPORARY APPROVAL OF JOINT AMENDMENT The Commission has granted temporary approval for a period not to exceed 120 days a joint amendment to the Options Intermarket Linkage Plan, submitted under Rule 11Aa3-2 of the Securities Exchange Act of 1934 by the Philadelphia Stock Exchange, Inc., International Stock Exchange, Chicago Board Options Exchange, American Stock Exchange; and Pacific Exchange relating to satisfaction orders, trade-throughs and other nonsubstantive changes, as modified by an amendment thereto. Publication of the proposal is expected in the Federal Register during the week of Feb. 3. (Rel. 34-47298) DELISTINGS GRANTED An order has been issued granting the application of the Boston Stock Exchange to strike from listing and registration the Common Stock, $.001 par value and Common Stock Purchase Warrants, of ActiveWorlds, Inc., effective at the opening of business on Feb. 4. (Rel. 34-47305) An order has been issued granting the application of the Philadelphia Stock Exchange to strike from listing and registration certain call and put options contracts issued by The Options Clearing Corporation respecting certain underlying securities of Kmart Corporation, effective at the opening of business on Feb. 4. (Rel. 34-47306) 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 CREDENCE SYSTEMS CORP, 215 FOURIER AVE, FREMONT, CA, 94539, 5106577400 - 0 ($22,872,772.00) Equity, (File 333-102916 - Feb. 3) (BR. 36) S-8 MICRON ENVIRO SYSTEMS INC, 789 WEST PENDER ST, SUITE 460, VANCOUVER BC, A1, V6C 1H2, 6046466903 - 1,300,000 ($39,000.00) Equity, (File 333-102917 - Feb. 3) (BR. 06) S-8 MICRON ENVIRO SYSTEMS INC, 789 WEST PENDER ST, SUITE 460, VANCOUVER BC, A1, V6C 1H2, 6046466903 - 1,300,000 ($39,000.00) Equity, (File 333-102918 - Feb. 3) (BR. 06) S-8 NOBILITY HOMES INC, 3741 S W 7TH ST, OCALA, FL, 34478, 9047325157 - 100,000 ($884,500.00) Equity, (File 333-102919 - Feb. 3) (BR. 06) S-8 SUN MICROSYSTEMS INC, 4150 NETWORK CIRCLE, SANTA CLARA, CA, 95054, 6509601300 - 480,000 ($1,598,400.00) Equity, (File 333-102920 - Feb. 3) (BR. 03) S-8 UNIVERSE2U INC, 30 WEST BEAVER CREEK RD, SUITE 109, RICHMOND HILL ONTARI, 9058813284 - 1,000,000 ($18,000.00) Equity, (File 333-102921 - Feb. 3) (BR. 37) S-8 SEEBEYOND TECHNOLOGY CORP, 404 E HUNTINGTON DR, MONROVIA, CA, 91016-3633, 6264716000 - 0 ($9,561,632.00) Equity, (File 333-102922 - Feb. 3) (BR. 03) S-3 MOBILITY ELECTRONICS INC, 7955 E REDFIELD RD, SCOTTSDALE, AZ, 85260, 4805960061 - 0 ($1,895,116.96) Equity, (File 333-102926 - Feb. 3) (BR. 03) S-8 GLOBECOMM SYSTEMS INC, 45 OSER AVENUE, HAUPPAUGE, NY, 11788, 5162319800 - 0 ($383,214.20) Equity, (File 333-102928 - Feb. 3) (BR. 37) S-4 ALLBRITTON COMMUNICATIONS CO, 800 SEVENTHEEN ST NW STE 300, WASHINGTON, DC, 20006, 2027892130 - 0 ($275,000,000.00) Non-Convertible Debt, (File 333-102929 - Feb. 3) (BR. 37) SB-2 MOVITO HOLDINGS LTD, 804 750 WEST PENDER STREET, VANCOUVER BC CANADA V6C 2T8, A1, 00000, 6046824380 - 1,940,776 ($194,077.60) Equity, (File 333-102930 - Feb. 3) (BR. ) F-1 PENN BIOTECH INC, 4,000,000 ($400,000.00) Equity, (File 333-102931 - Feb. 3) (BR. ) S-8 YARDVILLE NATIONAL BANCORP, 3111 QUAKERBRIDGE RD, MERCERVILLE, NJ, 08619, 6095855100 - 660,000 ($8,626,760.51) Equity, (File 333-102932 - Feb. 3) (BR. 07) S-8 MODTECH HOLDINGS INC, 2830 BARRETT AVE, PO BOX 1240, PERRIS, CA, 92571, 9099434014 - 0 ($8,750,000.00) Equity, (File 333-102933 - Feb. 3) (BR. 06) S-3 GABELLI ASSET MANAGEMENT INC, ONE CORPORATE CENTER, RYE, NY, 10580, 9149213700 - 500,000 ($15,100,000.00) Equity, (File 333-102935 - Feb. 3) (BR. 07) S-3 FREEDOM DEPOSITORY LLC, 5151 SAN FELIPE, SUITE 1300, HOUSTON, TX, 77056, 7138889100 - 0 ($1,000,000.00) Asset-Backed Securities, (File 333-102936 - Feb. 3) (BR. ) S-3 MARTEK BIOSCIENCES CORP, 6480 DOBBIN RD, COLUMBIA, MD, 21045, 4107400081 - 0 ($100,000,000.00) Debt Convertible into Equity, (File 333-102937 - Feb. 3) (BR. 01) S-8 INDIAN VILLAGE BANCORP INC, C/O INDIAN VILLAGE COMMUNITY BANK, 100 SOUTH WALNUT STREET, GNADENHUTTEN, OH, 44629, 7402544313 - 3,164 ($56,175.00) Equity, (File 333-102938 - Feb. 3) (BR. 07) S-3 FONAR CORP, 110 MARCUS DR, MELVILLE, NY, 11747, 5166942929 - 5,000,000 ($5,000,000.00) Equity, (File 333-102939 - Feb. 3) (BR. 01) S-3 CALDERA INTERNATIONAL INC/UT, 240 W CENTER ST, OREM, UT, 84057, 8017654999 - 0 ($1,280,000.00) Equity, (File 333-102940 - Feb. 3) (BR. 03) S-8 BAUER PARTNERSHIP INC, 8012569600 - 3,000,000 ($117,000.00) Equity, (File 333-102941 - Feb. 3) (BR. 09) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 DATE COMMENT ------------------------------------------------------------------------------------ ABN AMRO MORTGAGE CORP DE X X 01/31/03 ACCESSPOINT CORP /NV/ NV X 01/31/03 ACCESSPOINT CORP /NV/ NV X 01/31/03 AFLAC INC GA X 01/31/03 AGATE TECHNOLOGIES INC DE DE X X X X 02/03/03 AMEND AMERICAN CONSOLIDATED MANAGEMENT GROU UT X 01/16/03 AMERICAN ENTERPRISE CORP FL X X 01/21/03 AMEND APPLE HOSPITALITY TWO INC VA X X 01/17/03 AMEND APPLIED GRAPHICS TECHNOLOGIES INC DE X 02/03/03 BANK OF AMERICA MORT SEC INC MORT PAS DE X X 01/20/02 BEYOND COM CORP DE X X 01/19/03 BINDVIEW DEVELOPMENT CORP TX X X 01/30/03 BLACKSTOCKS DEVELOPMENT CORP DE X 02/03/03 BOSTONFED BANCORP INC DE X X 01/30/03 BRISTOL MYERS SQUIBB CO DE X X 01/07/03 CANADIAN DERIVATIVES CLEARING CORP A6 X 01/31/03 CAPITOL COMMUNITIES CORP NY X X 02/03/03 CARBON ENERGY CORP CO X 02/03/03 CARIBBEAN CLUBS INTERNATIONAL INC UT X X X 11/16/02 AMEND CENTEX CONSTRUCTION PRODUCTS INC DE X X 02/03/03 CERUS CORP DE X X 01/30/03 CH ENERGY GROUP INC NY X X 01/31/03 CHELL GROUP CORP NY X 03/15/02 CHITTENDEN CORP /VT/ VT X 12/31/02 CITY NATIONAL CORP DE X X 01/31/03 COMMERCIAL MORTGAGE PASS THROUGH CERT DE X X 01/17/02 COMMUNITY BANCSHARES INC /DE/ DE X 01/24/03 COOPER COMPANIES INC DE X X 01/30/03 CORPORATE BOND BACKED CERTIFICATES TR DE X X 02/03/03 DARLING INTERNATIONAL INC DE X 02/03/03 DEERE & CO DE X 03/03/02 DEMEGEN INC CO X X 01/31/03 DISCOVER CARD MASTER TRUST I DE X X 01/30/03 DORCHESTER HUGOTON LTD TX X X 01/31/03 DORCHESTER MINERALS LP DE X X 01/31/03 DRGOODTEETH COM NV X X 02/03/03 EBENX INC MN X 02/03/03 ELITE PHARMACEUTICALS INC /DE/ DE X X 02/03/03 ENCORE ACQUISITION CO DE X X 01/28/03 EOG RESOURCES INC DE X 02/03/03 EPOCH BIOSCIENCES INC DE X X 02/03/03 EQUITY ONE ABS INC DE X X 01/31/03 EURONET WORLDWIDE INC DE X X 01/17/03 FACT CORP CO X 01/23/03 FERRELLGAS PARTNERS L P DE X 02/03/03 FINANCIAL INDUSTRIES CORP TX X 01/31/03 FIRST KEYSTONE FINANCIAL INC PA X X 01/31/03 FIRST UNION COM MOR SEC INC COM MOR P NY X X 01/17/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 01/17/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 01/17/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 01/17/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 01/17/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 01/17/02 FIRST UNION COMMERCIAL MORTGAGE SECUR NC X 01/18/03 FIRST UNION LEH BRO BANK OF AMER COM NY X X 01/18/02 FORD MOTOR CO DE X X 02/03/03 FORD MOTOR CREDIT CO DE X X 02/03/03 FRANKLIN ELECTRIC CO INC IN X 01/30/03 GENERAL MOTORS CORP DE X 02/03/03 GENUITY INC DE X X 02/03/03 GEORGIA PACIFIC CORP GA X X 01/30/03 GODDARD INDUSTRIES INC MA X 01/31/03 GROUP MANAGEMENT CORP DE X 02/03/02 HAGGAR CORP NV X X 02/03/03 HANOVER COMPRESSOR CO / DE X 02/03/03 HEALTHEXTRAS INC DE X X 12/16/02 AMEND HUMBOLDT BANCORP CA X X 02/03/03 I STAT CORPORATION /DE/ DE X X 02/03/03 IMMECOR CORP CA X 01/24/03 IMPERIAL PARKING CORP DE X 02/03/03 INETEVENTS INC DE X X X 01/16/03 INLAND RESOURCES INC WA X X 01/30/03 INSIGHT ENTERPRISES INC DE X 01/31/03 INTERACTIVE INTELLIGENCE INC IN X 02/03/03 INTRADO INC DE X X 01/31/03 J CREW GROUP INC NY X X 01/24/03 KANSAS CITY SOUTHERN DE X X 01/31/03 KEYSTONE MINES LTD NV X X 01/30/03 LABORATORY CORP OF AMERICA HOLDINGS DE X X 01/31/03 LABORATORY CORP OF AMERICA HOLDINGS DE X X 01/17/03 LABORATORY CORP OF AMERICA HOLDINGS DE X 02/03/03 LEHMAN ABS CORP DE X X 01/15/03 LEHMAN ABS CORP SEARS ROEBUCK ACCEP N DE X X 01/28/03 MANCHESTER TECHNOLOGIES INC NY X 01/31/03 MARINE PRODUCTS CORP DE X 02/03/03 MASTERCARD INC DE X 02/03/03 MATTEL INC /DE/ DE X X 02/03/03 MBIA INC CT X X 02/03/03 MCDATA CORP DE X X 02/03/03 MEGADATA CORP NY X X 02/03/03 MELLON FINANCIAL CORP PA X X 01/23/03 MERCANTILE BANKSHARES CORP MD X X 01/28/03 MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 01/30/03 METLIFE INC DE X X 02/03/03 MICRON ENVIRO SYSTEMS INC NV X 02/03/03 MICROSOFT CORP WA X 01/31/03 MISSION RESOURCES CORP DE X X 02/03/03 MMCA AUTO OWNER TRUST 2002-1 DE X X 01/15/02 MOBILITY ELECTRONICS INC DE X X 02/03/03 MOLDFLOW CORP X X 01/29/03 MTS INC CA X X 02/03/03 MULTI COLOR CORP OH X X 02/03/03 NATIONAL WINE & SPIRITS INC IN X X 02/03/03 NETRADIO CORP MN X 01/15/03 NETWORK COMMERCE INC WA X X 01/17/03 NORSTAN INC MN X X 02/03/03 NORTHROP GRUMMAN CORP /DE/ DE X X 02/03/03 NOVELL INC DE X 02/03/03 NTN COMMUNICATIONS INC DE X 02/01/03 OCEAN ENERGY INC DE X 02/03/03 ONEOK INC /NEW/ OK X X 01/31/03 OSTEOTECH INC DE X 02/03/03 PACIFIC ENERGY PARTNERS LP X 01/31/03 PARAMETRIC TECHNOLOGY CORP MA X 01/29/03 PHSB FINANCIAL CORP PA X X 02/03/03 PINNACOR INC DE X X 11/21/02 AMEND PLAINS EXPLORATION & PRODUCTION CO CA X X 02/03/03 PREMIER FINANCIAL BANCORP INC KY X 01/29/03 PROSPERITY BANCSHARES INC TX X X 02/03/03 PROTON ENERGY SYSTEMS INC DE X X 01/31/03 PROTOSOURCE CORP CA X X 01/30/03 RAPIDTRON INC NV X X 01/31/03 AMEND RELIANT RESOURCES INC DE X X 01/30/03 REPUBLIC SERVICES INC DE X X 02/03/03 RESIDENTIAL ACCREDIT LOANS INC DE X X 02/03/03 RESTORAGEN INC DE X X X 01/23/03 RITE AID CORP DE X X 02/03/03 RPC INC DE X 02/03/03 SALES ONLINE DIRECT INC DE X X 01/27/03 SCHWAB CHARLES CORP DE X 01/31/03 SECURITISATION ADVISORY SERVICES PTY X 12/31/02 SECURITISATION ADVISORY SERVICES PTY X X 12/31/02 SEQUOIA MORTGAGE FUNDING CORP MD X X 01/21/03 SEQUOIA MORTGAGE FUNDING CORP MD X X 01/21/03 SEQUOIA RESIDENTIAL FUNDING INC X X 01/21/03 SEQUOIA RESIDENTIAL FUNDING INC X X 01/21/03 SEQUOIA RESIDENTIAL FUNDING INC X X 01/21/03 SEQUOIA RESIDENTIAL FUNDING INC X X 01/21/03 SEQUOIA RESIDENTIAL FUNDING INC X X 01/21/03 SFSB HOLDING CO PA X X 01/31/03 SOUTHWESTERN WATER EXPLORATION CO CO X X 01/24/03 STRUCTURED ASSET MORT INV INC MORT P DE X 01/19/02 STRUCTURED ASSET MORT INV INC MORT PS DE X 01/19/02 STRUCTURED ASSET MORTGAGE INVEST MORT X X 01/19/02 SUMMEDIA COM INC CO X 01/29/03 SUNRISE ASSISTED LIVING INC DE X X 02/03/03 SUREBEAM CORP DE X 01/31/03 TELKONET INC X 02/03/03 TRAVELERS PROPERTY CASUALTY CORP CT X 02/03/03 TRIAD HOSPITALS INC DE X X 02/03/03 UMBRELLA BANCORP INC DE X X 01/24/03 UNITY BANCORP INC /DE/ DE X X 01/30/03 UNITY BANCORP INC /DE/ DE X X 01/23/03 VALENTIS INC DE X X 01/27/03 VANS INC DE X 01/28/03 VIKING CAPITAL GROUP INC UT X X 01/31/03 VION PHARMACEUTICALS INC DE X X 02/03/03 WADE COOK FINANCIAL CORP NV X 01/23/03 WATERFORD GAMING FINANCE CORP DE X 01/29/03 WATERFORD GAMING LLC DE X 01/29/03 WELLS REAL ESTATE INVESTMENT TRUST IN MD X 12/20/02 AMEND WENDYS INTERNATIONAL INC OH X X 02/03/03 WILTEL COMMUNICATIONS GROUP INC NV X 01/27/03 WOMEN FIRST HEALTHCARE INC DE X X 01/21/03 WORLD DIAGNOSTICS INC DE X X 01/31/03