SEC NEWS DIGEST Issue 2002-45 March 7, 2002 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS CLOSED MEETING - TUESDAY, MARCH 12, 2002 - 10:00 A.M. The subject matter of the closed meeting scheduled for Tuesday, March 12, 2002, will be: Inspection report; Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings of an enforcement nature; and Formal orders of investigation. CLOSED MEETING - THURSDAY, MARCH 14, 2002 - 10:00 A.M. The subject matter of the closed meeting scheduled for Thursday, March 14, 2002, will be: Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings of an enforcement nature; and Formal orders of investigation. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 942-7070. ADDITIONAL MEETINGS Additional closed meetings were held on Thursday, February 28, 2002, at 5:45 p.m., and Friday, March 1, 2002, at 4:00 p.m. The subject matter of the closed meetings was: Regulatory matter concerning financial markets. SEC HISTORICAL SOCIETY ORAL HISTORIES ROUNDTABLE Today the Commission and the Securities and Exchange Commission Historical Society announced that on March 21, 2002, there will be a panel discussion of the integration of disclosure requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934. Integration of these requirements was an idea that began in the early years of the Commission but was not fully implemented until the early 1980s. The changes that were adopted at that time include amendments to Form 10K; amendments to the proxy rules; expansion of amendments to Regulation S-K, which governs non-financial statement disclosure rules; uniform financial statement instructions; a general revision of Regulation S-X, which governs the form, content and requirements of financial statements; and a new simplified optional form for the registration of securities issued in certain business combinations. The resulting system was based on the idea that investors expect to be furnished the same basic information, whether to meet current information requirements for trading purposes or to provide information in connection with the sale of newly issued securities. The integration effort also provided a single disclosure system at reduced cost to filing companies. The roundtable will take place on Thursday, March 21, 2002, from 2:00 - 5:00 p.m. in the William O. Douglas Room at the Commission headquarters building, 450 Fifth Street, N.W., Washington, DC. Participants in the roundtable include current Corporation Finance Division Director Alan Beller, and former Corporation Finance Division Directors Alan Levenson, Richard Rowe, Edward Greene, John Huber, Linda Quinn, Brian Lane and David Martin. Rowe and Richard Phillips, formerly of the Office of the General Counsel, will serve as moderators. The roundtable will be audio- and videotaped for transcription and dissemination by the Historical Society. The society, founded in 1999, works to preserve the history of the SEC, sponsors research and educational programs regarding the Commission, and strives to enhance understanding of the development of the U.S. and world capital markets. The roundtable will be open to members of the Society, all SEC staff members, the press and invited guests. (Press Rel. 2002-33) ENFORCEMENT PROCEEDINGS SEC CHARGES FORMER OFFICERS OF FREEDOM SURF, INC. WITH ACCOUNTING FRAUD; FORMER AUDITOR NAMED IN ADMINISTRATIVE PROCEEDING On March 6, the filed an action charging Raece Richardson and David McKenzie, formerly the President and Vice President of Freedom Surf, Inc., respectively, with securities fraud, for falsifying Freedom Surf"s financial statements. Richardson, 37 years old, is a resident of Huntington Beach, California. McKenzie, 42 years old, is a former resident of Huntington Beach, who is currently living in Costa Rica. The Commission's complaint alleges that the two included $5.18 million in fraudulently-valued assets on Freedom Surf's financial statements filed with the Commission between January and November 2000. Freedom Surf, now known as Freestar Technologies, Inc., is located in the Dominican Republic. Also charged were Cameron Gorges, a friend of Richardson, who provided a phony appraisal of the equipment to assist the scheme, and Freestar Technologies as successor to Freedom Surf. The company's former auditor, James P. Slayton, CPA, was charged in a separate administrative proceeding. Without admitting or denying the allegations in the complaint, Freestar Technologies McKenzie and Gorges each consented to the entry of final judgments of permanent injunction. Under the terms of the settlements, the Court did not order McKenzie or Gorges to pay civil money penalties based on their sworn statements of financial condition and other documents submitted to the SEC. Richardson is currently a defendant in another securities fraud action that the Commission filed in April 2001. See SEC v. First Americap Corp, et. al., Civil Action No. H 01-1153 (S.D. Tex.), Lit. Release No.16960 (April 12, 2001). In the action filed on March 6, the Commission is seeking an injunction, civil money penalties, and an order barring Richardson from serving as an officer or director of a public company in the future. The Commission's complaint alleges that Richardson and McKenzie orchestrated a scheme to inflate Freedom Surf's assets with certain equipment located in Costa Rica and fraudulently valued at $5.18 million. During the relevant period, this equipment comprised virtually all of Freedom Surf's assets. Freedom Surf purportedly acquired the equipment in exchange for stock and a note in December 1999. Richardson had Gorges fabricate and sign an appraisal, which valued the equipment at $5.18 million. Gorges merely used numbers that McKenzie gave him. Gorges had no experience valuing this type of equipment, never saw the equipment, and never performed any appraisal. Gorges' appraisal was then given to Slayton, the auditor, who failed to perform an audit and instead relied on the fabricated appraisal to issue an audit opinion for Freedom Surf's financial statements. Subsequently, Freedom Surf reported the sale of the equipment in a sham transaction with another company controlled by Richardson. Freedom Surf included the fraudulent equipment valuation or the sham sale of the equipment in a registration statement, periodic reports, and other filings with the Commission between January and November 2000. The Commission's complaint alleges violations of the antifraud, record keeping, internal controls, and periodic reporting provisions of the federal securities laws. Specifically, the complaint charges Richardson and McKenzie with violations of Section 17(a) of the Securities Act of 1933, Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 and Rules 10b-5, 13b2-1, and 13b2-2 thereunder, and with aiding and abetting Freestar's violations of Sections 12(g), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-1, 13a-11, and 13a-13. Freestar Technologies is charged with violations of Section 17(a) of the Securities Act, Sections 10(b), 12(g), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, and Rules 10b-5, 12b-20, 13a-1, 13a- 11 and 13a-13. Cameron Gorges is charged with aiding and abetting Richardson's, McKenzie's, and Freestar's violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Richardson's and McKenzie's violations of Exchange Act Rule 13b2-2. Simultaneous with the filing of the Commission's complaint on March 6, the Division of Enforcement and the Office of the Chief Accountant instituted an administrative proceeding against Slayton charging that he violated Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5, caused and willfully aided and abetted Freestar's violations of Section 12(g) and Rule 12b-20 of the Exchange Act; and engaged in improper professional conduct in his audit of Freedom Surf. Slayton is currently a respondent in another Commission administrative proceeding that charges similar violations in connection with Slayton's audits of another company, California Software Corporation. In the Matter of James E. Slayton, CPA, Exchange Act Release No. 45245 (Jan. 7, 2002). In a related matter, the Commission today issued an order barring John C. Cruickshank, Jr., a former Freedom Surf director, from appearing or practicing before the Commission based on his disbarment by the State Bar of California and on his prior felony conviction for cocaine distribution. Cruickshank prepared and filed all of Freedom Surf's SEC filings involved in this matter. The investigation is continuing to determine if there were other violations of the federal securities laws. [SEC v. Raece Richardson, David McKenzie, Cameron Gorges, and Freestar Technologies, Civil Action No. 1:02CV00426 (Judge Friedman)] (LR-17397, AAE Rel. 1514); (Administrative Proceeding In the Matter of James E. Slayton, CPA - Rels. 33-8067, 34-45509, AAE Rel. 1513, File No. 3-10716; Administrative Proceeding In the Matter of John W. Cruickshank, Jr. - Rel. 34-45510; File No. 3-10717) CRIMINAL JUDGMENTS ENTERED AGAINST JON KING AND OTHERS; CIVIL DEFAULT JUDGMENT ENTERED AGAINST AMERICAN TELEPHONE + DATA, INC., WILLIAM LYNAS, III AND JANEEN HAUXHURST-LYNAS The United States District Court for the Western District of Texas has entered a judgment of criminal conviction against Jon Jeffrey King of San Antonio, Texas on February 7, 2002. King was sentenced to ten years imprisonment, ordered to pay a $10 million fine and to forfeit all proceeds from a scheme to defraud investors in several domestic business ventures including American Telephone + Data, Inc. and Cash Can, Inc. The Court also sentenced King's wife, Patricia L. King, to three years probation for her role in the scheme. The convictions result from an extensive investigation conducted with the participation of the Commission, the Federal Bureau of Investigation, and the Internal Revenue Service - Criminal Investigation Other defendants charged in the criminal case include Jon King's son, Michael J King, of Austin, Texas, Patricia King's sister, Elizabeth Ward Moore, of San Antonio, Texas; Roger Patterson Lund of Salt Lake City, Utah; and Herbert Dale Carver of New Orleans, Louisiana. Moore and Michael King have pleaded guilty. No trial date has been set for Lund and Carver. In a related civil enforcement matter, the United States District Court for the Central District of California entered a Final Judgment of Permanent Injunction and Other Relief against American Telephone + Data, Inc., William Posnett Lynas, III and Janeen Hauxhurst-Lynas on July 28, 2000. The judgement entered after all defendants' defaulted, permanently enjoins all three defendants from violating the antifraud provisions of the federal securities laws. The judgment also enjoins American Telephone + Data, Inc. from violating the periodic reporting, books and records and internal controls provisions of the securities laws. It also enjoins William Posnett Lynas, III and his wife, Janeen Hauxhurst- Lynas, from violating the accounting controls provisions of the securities laws, permanently bars both of them from acting as an officer or director of a public company, and orders them to pay disgorgement and prejudgment interest of $1,679,669.07, for which they are jointly and severally liable. [SEC v. American Telephone + Data, Inc., William Posnett Lynas, III, Janeen Hauxhurst-Lynas, and Daniel W. Kratochvil, Civil Action No. SACV-99-98AHS(ANx)(C.D. Cal.); U.S. v. Jon Jeffrey King, et al., Criminal No. SA-00-CR-154-OG (W.D. Texas)] (LR-17398; AAE Rel. 1515) TEMPORARY RESTRAINING ORDER ISSUED AGAINST HARRAL DUNBAR, JR. FOR SECURITIES FRAUD CONDUCTED ON THE INTERNET AND REGISTRATION VIOLATIONS The Commission announced today that it has filed a complaint in the United States District Court for the Middle District of Louisiana against Harral Dunbar, Jr. in his individual capacity and d/b/a Ghost International, an Internet Website operation. Further, on March 4, 2002, Judge Frank J. Polozola issued a temporary restraining order, an order freezing assets and, among other things, an order expediting discovery. The complaint alleges that Dunbar, of Baton Rouge, Louisiana owned the Ghost International Website and used it to solicit investors for investment contracts by promises of inordinate amounts of guaranteed returns and promises of no-risk investing. The complaint also alleges that investors have received little or no return despite several months of promises by Dunbar that returns would be paid. The complaint alleges that between mid 2001 and the present, Dunbar obtained over $7,500 from eleven investors in Canada, Australia and the United States by touting Ghost International's "private contribution and investment program" which allegedly paid, for example, $100,000 on a $200 investment over a few weeks. Dunbar made various promises of returns including ones up to 1000 percent. Dunbar made various representations to fraudulently induce investors including that his company dealt in "high yield investments" and that funds were to be placed in offshore bank accounts, which would pay promised returns for five months of a supposed seven-month program. The complaint also alleges that Dunbar lulled investors by making promises that payments would be made shortly. However, when the time elapsed, the promised payments were not forthcoming. The complaint charges Dunbar with, and the Court temporarily restrained Dunbar 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. A preliminary injunction hearing has been scheduled. The Commission seeks preliminary and permanent injunctions against Dunbar as well as an order compelling disgorgement of ill-gotten gains, along with prejudgment interest and civil penalties. The Commission would like to acknowledge the assistance of the Louisiana Securities Commission in this matter. [SEC v. Harral Dunbar, Jr., Individually and d/b/a Ghost International, Civil Action Number 02-233-B-M1, M.D. La.] (LR-17400) SEC SUES FORMER MORGAN STANLEY ANALYST AND TWO TIPPEES WITH INSIDER TRADING On March 7, the Commission filed a civil injunctive action in the United States District Court for the Southern District of New York, alleging that former Morgan Stanley & Company (Morgan Stanley) analyst Ronald K. Mahabir (Mahabir), tipped John James Panagotacos and James John Panagotacos, with material nonpublic information about three separate merger transactions. The complaint also alleges that Mahabir tipped another former Morgan Stanley analyst about one of the three merger transactions. Mahabir obtained this merger information while employed as an analyst at Morgan Stanley. The Commission's complaint specifically alleges that Mahabir tipped his friend and college roommate, John Panagotacos, who then tipped his father James Panagotacos, with material nonpublic information about the following three transactions: (1) that Perkin-Elmer Corporation (Perkin- Elmer) would buy PerSeptive Biosystems, Inc. (PerSeptive), announced on August 25, 1997; (2) that NationsBank Corporation (NationsBank) would acquire Barnett Banks, Inc. (Barnett), announced on August 29, 1997; and (3) that Equity Office Properties Trust (Equity) would acquire Beacon Properties Corporation (Beacon), announced on September 15, 1997. The complaint also alleges that Mahabir tipped another former Morgan Stanley analyst about the same Barnett transaction. After receiving Mahabir's tips, the Panagotacoses illegally traded in the securities of PerSeptive, Barnett and Beacon. James Panagotacos traded in all three securities, while his son, John, traded in Barnett and Beacon. As a result of their illicit trading, the Panagotacoses reaped illegal profits totaling $157,444. As a result of his illegal trading, the former Morgan Stanley analyst made illegal profits of $19,197. The complaint alleges that, through their conduct, Mahabir and the Panagotacoses violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. As to each of the defendants, the Commission's complaint seeks a permanent injunction against future violations of the federal securities laws, disgorgement of profits and prejudgment interest thereon, plus a civil monetary penalty. [SEC v. Ronald K. Mahabir, John James Panagotacos and James John Panagotacos, Civil Action No. 02CV 1809 (BSJ) (S.D.N.Y.)] (LR- 17401) SEC SUES FORMER ANALYST ANDREW SACHS FOR INSIDER TRADING On March 7, the Commission filed a settled civil injunctive action in the United States District Court for the Southern District of New York, alleging that Andrew W. Sachs (Sachs), formerly an analyst with Morgan Stanley & Company (Morgan Stanley), engaged in insider trading prior to the August 29, 1997 public announcement that Barnett Banks, Inc. (Barnett) would be acquired by NationsBank Corporation (NationsBank). Sachs is currently unemployed. The Commission's complaint alleges that, shortly after Sachs left Morgan Stanley in 1997, he was tipped by Ronald K. Mahabir (Mahabir), who was then an analyst at Morgan Stanley, with material nonpublic information about the pending acquisition of Barnett. After receiving the tip, Sachs liquidated his entire portfolio in a brokerage firm account he maintained and, through that account, on August 28, 1997, purchased 1,620 shares of Barnett stock for $87,919. The following day, on August 29, 1997, it was publicly announced that NationsBank would acquire Barnett. On the day of the public announcement, Sachs sold 1,120 of the 1,620 Barnett shares, and sold the remaining 500 Barnett shares the following Tuesday, September 2, 1997. As a result of his illegal trading, Sachs realized total profits of $19,197. Without admitting or denying the allegations in the Commission's complaint, Sachs has consented to pay a total of $46,008.96, representing disgorgement of $19,197, prejudgment interest in the amount of $7,614.96, and a civil penalty of $19,197. Additionally, Sachs has consented to the entry of a permanent injunction prohibiting him from further violations of Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. [SEC v. Andrew W. Sachs, Civil Action No. 02CV 1810, SDNY] (LR-17402) SEC FILES FRAUD CASE AGAINST NEVADA INVESTMENT ADVISERS The Commission announced that it has filed an action in the United States District Court for the District of Nevada charging four Nevada defendants with defrauding their investment advisory clients. The defendants are Joseph Lloyd Norris, age 54, and Mark Coleman, age 46, of Carson City, Nevada, and Magellan Communications Group, LLC, and Northern Lights Financial, LLC, two Nevada companies through which Norris and Coleman operated. The Commission's complaint alleges that the defendants raised approximately $8.5 million from more than thirty clients by promising to invest the money in offshore "trading programs" that would generate returns of four to seven percent per month, or the equivalent of 48 to 84 percent per year. According to the complaint, these "trading programs" had the characteristics typical of fraudulent "prime bank" schemes, which have been the subject of dozens of Commission enforcement actions over the past decade. The Commission charges that Norris and Coleman lost approximately $6 million of their clients' funds in their attempts to invest in such "trading programs," then sent their clients fictitious account statements concealing the losses. The Commission also charges that Norris and Coleman continued to encourage clients and prospective clients to deposit money with them without disclosing the losses. For more information about prime bank fraud, visit the SEC's "Prime Bank Information Center" at www.sec.gov/divisions/enforce/primebank.shtml. [SEC v. Joseph Lloyd Norris, Mark Gray Coleman, Magellan Communications Group, LLC, and Northern Lights Financial, LLC, U.S. District Court for the District of Nevada, Reno Division, Docket No. CV-N-02-0112-DWH-VPC] (LR-17403) INVESTMENT COMPANY ACT RELEASES MAXIM SERIES FUND, INC., ET AL. An order has been issued on an application filed by Maxim Series Fund, Inc., et al., exempting applicants from Section 15(a) of the Investment Company Act and Rule 18f-2 under the Act. The order permits applicants to enter into and materially amend subadvisory agreements without shareholder approval. (Rel. IC-25452 - March 6) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES The Commission issued a corrected notice of filing and immediate effectiveness of a proposed rule change and Amendment No. 1 thereto filed under Section 19(b)(3)(A) of the Securities Exchange Act of 1934 (SR-NASD-2001-93) by the National Association of Securities Dealers. The filing relates to the establishment of a fee schedule for Nasdaq's application of the Primex Auction System. Publication of the corrected notice in the Federal Register is expected during the week of March 11. (Rel. 34-45285A) A proposed rule change filed by the National Association of Securities Dealers to extend the Pilot for the operation of the short sale rule in a decimals environment (SR-NASD-2002-30) 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 March 11. (Rel. 34-45504) A proposed rule change filed by the American Stock Exchange to amend the original listing criteria for underlying securities contained in Amex Rule 915 (SR-Amex-2002-13) has become immediately 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 March 11. (Rel. 34-45505) AMENDMENTS TO PROPOSED RULE CHANGES The National Association of Securities Dealers filed Amendment Nos. 1, 2, 3, and 4 to a proposed rule change (SR-NASD-00-82) relating to the assessment of fees for Unit Investment Trusts included in Nasdaq's Mutual Fund Quotation Service. Publication of the notice is expected in the Federal Register during the week of March 11. (Rel. 34-45500) The National Association of Securities Dealers, through its subsidiary, the Nasdaq Stock Market, Inc., has filed Amendment Nos. 2 and 3 to a proposed rule change (SR-NASD-00-76) filed to revise its rules relating to locked and crossed markets that occur at or prior to the opening of the market. Publication of the notice is expected in the Federal Register during the week of March 11. (Rel. 34-45508) 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 IBIZ TECHNOLOGY CORP, 1919 WEST LONE CACTUS, PHOENIX, AZ, 85201, 6239200 - 15,750,000 ($94,500.00) Equity, (File 333-83784 - Mar. 6) (BR. 03) S-8 WASATCH PHARMACEUTICAL INC, 310 EAST 4500 SOUTH, SUITE 450, MURRY, UT, 84107, 801-266-4668 - 15,000,000 ($195,000.00) Equity, (File 333-83786 - Mar. 6) (BR. 02) S-3 KOHLS CORPORATION, N56 W17000 RIDGEWOOD DR, MENOMONEE FALLS, WI, 53051, 4147835800 - 0 ($505,664,000.00) Unallocated (Universal) Shelf, (File 333-83788 - Mar. 6) (BR. 02) S-1 VERIDIAN CORP, 1200 SOUTH HAYES ST., SUITE 1100, ARLINGTON, VA, 22202, 7035753100 - 0 ($175,000,000.00) Equity, (File 333-83792 - Mar. 6) (BR. ) S-8 SOMERA COMMUNICATIONS INC, 5383 HOLLISTER AVENUE, SANTA BARBARA, CA, 93111, 8056813322 - 0 ($14,611,500.00) Equity, (File 333-83794 - Mar. 6) (BR. 36) S-3 OLIN CORP, 501 MERRITT 7, P O BOX 4500, NORWALK, CT, 06856, 2037503000 - 0 ($9,633,500.00) Equity, (File 333-83796 - Mar. 6) (BR. 04) S-8 SOMERA COMMUNICATIONS INC, 5383 HOLLISTER AVENUE, SANTA BARBARA, CA, 93111, 8056813322 - 0 ($16,220,982.00) Equity, (File 333-83800 - Mar. 6) (BR. 36) S-8 ROANOKE TECHNOLOGY CORP, 539 BECKER DRIVE, ROANOKE RAPIDS, NC, 27870, 2525379222 - 700,000 ($49,000.00) Equity, (File 333-83802 - Mar. 6) (BR. 08) S-8 AMERICAN ACCESS TECHNOLOGIES INC, 37 SKYLINE DR, SUITE 1101, LAKE MARY, FL, 32746, 4073331446 - 985,000 ($541,750.00) Equity, (File 333-83804 - Mar. 6) (BR. 03) S-8 CAPITOL COMMUNITIES CORP, 25550 HAWTHORNE BLVD, STE 207, TORRENCE, CA, 90505, 3103752266 - 3,000,000 ($255,000.00) Other, (File 333-83806 - Mar. 6) (BR. 08) S-8 USURF AMERICA INC, 8748 QUARTERS LAKE RD, BATON ROUGE, LA, 70809, 2259227744 - 3,000,000 ($300,000.00) Equity, (File 333-83808 - Mar. 6) (BR. 37) S-8 BIOSHIELD TECHNOLOGIES INC, 4405 INTERNATIONAL BOULEVARD, SUITE B109, NORCROSS, GA, 30093, 7709253432 - 7,000,000 ($1,295,000.00) Equity, (File 333-83810 - Mar. 6) (BR. 02) S-8 ITRONICS INC, PO BOX 10725, BLDG C STE 23, RENO, NV, 89510, 7026897696 - 3,000,000 ($720,000.00) Equity, (File 333-83812 - Mar. 6) (BR. 08) S-3 SALOMON BROTHERS MORTGAGE SECURITIES VII INC, 388 GREENWICH ST, NEW YORK, NY, 10013, 2127835635 - 0 ($4,000,000,000.00) Mortgage Backed Securities, (File 333-83816 - Mar. 6) (BR. 05) S-8 BUCA INC /MN, 1300 NICOLLET MALL, SUITE 3043, MINNEAPOLIS, MN, 55403, 6122882382 - 0 ($7,000,000.00) Equity, (File 333-83818 - Mar. 6) (BR. 05) S-3 STRATOS LIGHTWAVE INC, 7444 WEST WILSON AVENUE, CHICAGO, IL, 60656, 7088679600 - 0 ($11,750,412.00) Equity, (File 333-83820 - Mar. 6) (BR. 36) S-8 GUARANTY FEDERAL BANCSHARES INC, 1341 WEST BATTLEFIELD, SPRINGFIELD, MO, 65807, 4175204333 - 0 ($5,964,272.90) Equity, (File 333-83822 - Mar. 6) (BR. 07) S-8 AMGEN INC, ONE AMGEN CENTER DRIVE, THOUSAND OAKS, CA, 91320-1799, 805-447-1000 - 0 ($712,740,000.00) Equity, (File 333-83824 - Mar. 6) (BR. 01) S-8 UNIVERCELL HOLDINGS INC, 1 RANDALL AVENUE, NA, PIKESVILLE, MD, 21208, 8007652355 - 925,000 ($370,000.00) Equity, (File 333-83826 - Mar. 6) (BR. 05) S-3 ASK JEEVES INC, 5858 HORTON ST, SUITE 350, EMERYVILLE, CA, 94608, 9256039071 - 0 ($1,576,327.88) Equity, (File 333-83830 - Mar. 6) (BR. 08) S-8 VECTOR ENERGY CORP /TEXAS/, 11757 KATY FREEWAY, SUITE 950, HOUSTON, TX, 77079, 713-589-2526 - 10,000,000 ($900,000.00) Equity, (File 333-83834 - Mar. 6) (BR. 04) S-2 TEGAL CORP /DE/, 2201 S MCDOWELL BLVD, P O BOX 6020, PETALUMA, CA, 94955, 7077635600 - 2,574,557 ($3,063,722.83) Equity, (File 333-83840 - Mar. 6) (BR. 36) S-8 CHECKPOINT SYSTEMS INC, 101 WOLF DR, P O 188, THOROFARE, NJ, 08086, 6096481800 - 75,000 ($1,032,000.00) Equity, (File 333-83842 - Mar. 6) (BR. 37) S-8 SILICON LABORATORIES INC, 4635 BOSTON LN, AUSTIN, TX, 78735, 0 ($70,933,007.55) Equity, (File 333-83844 - Mar. 6) (BR. 36) S-8 ELANTEC SEMICONDUCTOR INC, 675 TRADE ZONE BOULEVARD, MILPITAS, CA, 95035, 4089451323 - 1,000,000 ($36,000,000.00) Equity, (File 333-83846 - Mar. 6) (BR. 36) S-8 SALTON INC, 550 BUSINESS CENTER DR, C/O KENSINGTON CENTER, MOUNT PROSPECT, IL, 60056, 7088034600 - 0 ($18,838,500.00) Equity, (File 333-83848 - Mar. 6) (BR. 02) S-8 ARMITEC INC, 1295 WEST GARMON RD NW, ATLANTA, GA, 30327, 4043528000 - 4,400,000 ($352,000.00) Debt Convertible into Equity, (File 333-83850 - Mar. 6) (BR. 07) S-3 OIL STATES INTERNATIONAL INC, THREE ALLEN CENTER, 333 CLAY STREET SUITE 3460, HOUSTON, TX, 77002, 7136920582 - 3,601,329 ($33,312,293.25) Equity, (File 333-83852 - Mar. 6) (BR. 04) S-8 ECONNECT, 2500 VIA CABRILLO MARINA SUITE 112, SAN PEDRO, CA, 90731, 3105414393 - 0 ($505,250.00) Equity, (File 333-83868 - Mar. 6) (BR. 08) S-8 EARTHLINK INC, 1375 PEACHTREE STREET, SUITE 400, ATLANTA, GA, 30309, 4048150770 - 0 ($8,925,000.00) Equity, (File 333-83870 - Mar. 6) (BR. 03) S-8 INERGY L P, 1101 WALNUT SUITE 1500, KANSAS CITY, MS, 64106, 8168428181 - 0 ($1,389,000.00) Equity, (File 333-83872 - Mar. 6) (BR. 02) S-8 PALATIN TECHNOLOGIES INC, 103 CARNEGIE CENTER, SUITE 200, SUITE 100, PRINCETON, NJ, 08540, 609-520-1911 - 4,375,000 ($15,977,779.00) Equity, (File 333-83876 - Mar. 6) (BR. 01) S-1 NETFLIX COM INC, 750 UNIVERSITY AVE, SUITE 140, LOS GATOS, CA, 95032, 4083993700 - 0 ($115,000,000.00) Equity, (File 333-83878 - Mar. 6) (BR. 05) S-8 EMPYREAN COMMUNICATIONS INC, 2537 SOUTH GESSNER SUITE 114, HOUSTON, TX, 77063, 7132607236 - 100,000 ($21,000.00) Equity, (File 333-83880 - Mar. 6) (BR. 05) 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 ------------------------------------------------------------------------------------ ACACIA RESEARCH CORP DE X X 03/05/02 ADDVANTAGE TECHNOLOGIES GROUP INC OK X 03/06/02 AGWAY INC DE X X 03/06/02 ALD SERVICES INC NV X X X 03/01/02 ALLBRITTON COMMUNICATIONS CO DE X 03/05/02 AMAZON COM INC DE X 03/05/02 AMEDISYS INC DE X X 03/06/02 AMERICAN COMMERCIAL LINES LLC DE X 03/06/02 AMERICAN PHYSICIANS SERVICE GROUP INC TX X 03/06/02 ARGONAUT TECHNOLOGIES INC DE X X 02/20/02 ASSET BACKED SECURITIES CORP DE X X 03/06/02 ATRIX LABORATORIES INC DE X X 03/06/02 AXONYX INC NV X X 02/21/02 BE INC CA X X 02/19/02 BEAR STEARNS ASSET BACKED SECURITIES DE X X 03/06/02 BEAR STEARNS COMMERCIAL MORTGAGE SECU DE X X 03/05/02 BEEPER PLUS INC NV X 03/31/01 AMEND BLUE STAR COFFEE INC NV X X 02/20/02 BREK ENERGY CORP NV X X 03/06/02 CAPITOL BANCORP LTD MI X 03/05/02 CAPITOL REVOLVING HOME EQUITY LOAN TR MD X 02/20/02 CAPITOL REVOLVING HOME EQUITY LOAN TR MD X 02/20/02 CENTRAL VERMONT PUBLIC SERVICE CORP VT X 03/04/02 CENTURY LABORATORIES INC DE X 02/28/02 CINEMASTAR LUXURY THEATERS INC CA X X 02/18/02 CNB FLORIDA BANCSHARES INC FL X 02/19/02 AMEND COMMERCE BANCORP INC /NJ/ NJ X 03/05/02 COMTEX NEWS NETWORK INC NY X 02/20/02 CONNETICS CORP DE X 03/01/02 COUNTRYWIDE CREDIT INDUSTRIES INC DE X X 12/31/01 CREDIT & ASSET REPACKAGING VEHICLE CO DE X 03/06/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 03/06/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 03/06/02 CSX CORP VA X X 03/05/02 CWABS INC DE X X 03/04/01 DANAHER CORP /DE/ DE X X 01/24/02 DEAN FOODS CO/ DE X 12/21/01 AMEND DEAN HOLDING CO DE X 12/21/01 AMEND DERMA SCIENCES INC PA X X 02/28/02 DIAMOND HITTS PRODUCTION INC FL X X 03/05/02 DIAMOND OFFSHORE DRILLING INC DE X X 03/06/02 DIGIMARC CORP DE X 12/21/01 AMEND DILLARDS INC DE X 03/02/02 DTOMI INC NV X X X 03/01/02 E REX INC NV X 02/04/02 EDISON MISSION ENERGY CA X 12/21/01 AMEND EFUNDS CORP DE X X 03/06/02 EME HOMER CITY GENERATION LP CA X 02/10/02 ENDO PHARMACEUTICALS HOLDINGS INC DE X X 03/06/02 EQUIDYNE CORP DE X X 03/05/02 EQUITEX INC DE X X 03/06/02 AMEND ETOYS INC DE X X 02/20/02 FIFTH THIRD BANCORP OH X X 03/06/02 FIRST PLACE FINANCIAL CORP /DE/ DE X 12/22/00 AMEND FORTUNE BRANDS INC DE X X 02/25/02 FREDS INC TN X X 03/06/02 G/O INTERNATIONAL INC CO X X X 02/20/02 GAINSCO INC TX X X 02/27/02 GALEY & LORD INC DE X X 02/19/02 GENERAL DATACOMM INDUSTRIES INC DE X X 03/31/02 GENERAL GROWTH PROPERTIES INC DE X X 03/03/02 GENERAL MOTORS CORP DE X 03/06/02 GENOME THERAPEUTICS CORP MA X X 03/05/02 GOLD BOND RESOURCES INC X 03/06/02 GOLDEN STAR RESOURCES LTD X X 10/25/01 GULFTEX ENERGY CORP TX X X X 02/11/02 HAWAIIAN ELECTRIC INDUSTRIES INC HI X 03/05/02 HCC INSURANCE HOLDINGS INC/DE/ DE X 03/06/02 HEARTLAND PARTNERS L P DE X 02/26/02 HEARTLAND TECHNOLOGY INC DE X 02/26/02 HIGHWAY ONE OWEB INC UT X 02/15/02 HOLLYWOOD ENTERTAINMENT CORP OR X X 03/05/02 IDAHO CONSOLIDATED METALS CORP X 02/25/02 IEC ELECTRONICS CORP DE X X 02/28/02 IGENE BIOTECHNOLOGY INC MD X 03/05/02 AMEND IMCLONE SYSTEMS INC/DE DE X X 03/05/02 IMPAC SECURED ASSETS CORP CA X 02/25/02 INDYMAC MBS INC X 02/25/02 INTERIORS INC DE X 02/15/02 AMEND IVAX CORP /DE FL X X 03/05/02 KMC TELECOM HOLDINGS INC DE X 03/06/02 KOS PHARMACEUTICALS INC FL X X 03/04/02 L90 INC DE X 03/06/02 LABORATORY CORP OF AMERICA HOLDINGS DE X 03/06/02 AMEND LEINER HEALTH PRODUCTS INC DE X X 03/05/02 LEOPARD CAPITAL INC NV X 03/06/02 LITERARY PLAYPEN INC DE X X X 12/31/01 AMEND MEDIA & ENTERTAINMENT COM INC NV X X 02/28/02 MERRIMAC INDUSTRIES INC DE X X 02/28/02 MEYERSON M H & CO INC /NJ/ NJ X X 03/01/02 MICRON ENVIRO SYSTEMS INC X 02/28/02 MID ATLANTIC REALTY TRUST MD X X 12/31/01 MISSION ENERGY HOLDING CO DE X 12/21/01 AMEND MOBILEPRO CORP DE X X X 02/19/02 MORGAN STANLEY DEAN WITTER CAPITAL I DE X 02/25/02 N-VIRO INTERNATIONAL CORP DE X 03/06/02 NETBANK INC GA X X 02/28/02 NORTH FORK BANCORPORATION INC DE X X 03/06/02 NORTHWEST BIOTHERAPEUTICS INC DE X X 03/06/02 NOVASTAR MORTGAGE FUNDING CORP DE X X 03/05/02 NUWAY ENERGY INC DE X 03/04/02 OAKWOOD MORTGAGE INVESTORS INC NV X X 02/28/02 OHIO CASUALTY CORP OH X X 02/05/02 OSI PHARMACEUTICALS INC DE X 12/21/01 AMEND PLAINS ALL AMERICAN PIPELINE LP DE X X 03/06/02 PNW CAPITAL INC DE X X 02/22/02 PNW CAPITAL INC DE X X 03/06/02 AMEND PRINCETON VIDEO IMAGE INC NJ X 02/28/02 QWEST COMMUNICATIONS INTERNATIONAL IN DE X 03/06/02 QWEST CORP CO X 03/06/02 REGIONS FINANCIAL CORP DE X X 03/06/02 RELIANT ENERGY INC TX X X 03/05/02 RELIANT RESOURCES INC DE X X 02/19/02 ROCHESTER GAS & ELECTRIC CORP NY X 02/27/02 SAF T LOK INC FL X 02/15/02 AMEND SARATOGA INTERNATIONAL HOLDINGS CORP NV X 10/31/01 SORRENTO NETWORKS CORP NJ X X 03/04/02 SPANTEL COMMUNICATIONS INC FL X 03/06/02 SPRINT CORP KS X 03/01/02 ST MARY LAND & EXPLORATION CO DE X X 03/05/02 ST MARY LAND & EXPLORATION CO DE X X 03/05/02 SWEETHEART HOLDINGS INC \DE\ DE X X 03/01/02 SYSTEMAX INC DE X X 03/05/02 TELMARK LLC DE X 03/06/02 TREX CO INC DE X X 02/25/02 TRILUCENT TECHNOLOGIES CORP NV X 03/06/02 UNITED DOMINION REALTY TRUST INC VA X 02/27/02 US AIRWAYS GROUP INC DE X X 03/06/02 VALUEVISION INTERNATIONAL INC MN X X 02/25/02 VICINITY CORP DE X X 02/22/02 VOXCORP INC UT X 02/22/02 WACHOVIA COMMERCIAL MORTGAGE SECURITI NC X 03/01/02