SEC NEWS DIGEST Issue 2004-57 March 24, 2004 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS CLOSED MEETING - MONDAY, MARCH 29, 2004 - 4:00 P.M. The subject matter of the closed meeting scheduled for Monday, March 29, will be: Institution and settlement of administrative proceedings of an enforcement nature. CLOSED MEETING - TUESDAY, MARCH 30, 2004 - 10:30 A.M. The subject matter of the closed meeting scheduled for Tuesday, March 30, will be: Formal orders of investigation; Institution and settlement of injunctive actions; and Institution and settlement of administrative proceedings of an enforcement nature. 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. RULES AND RELATED MATTERS COVERED SECURITIES PURSUANT TO SECTION 18 OF THE SECURITIES ACT OF 1933 The Commission issued a notice soliciting public comment on a proposed rulemaking to amend Rule 146(b) under the Securities Act of 1933 to designate securities listed on the International Securities Exchange, Inc. (ISE) as covered securities exempt from state law registration requirements. The ISE submitted a petition for rulemaking to amend Rule 146(b) under the Securities Act of 1933 to the Commission on Oct. 9, 2003 (see File No. 4-488). Publication of the notice is expected to in the Federal Register during the week of March 22. (Rel. 33-8404; File No. S7-17-04) ENFORCEMENT PROCEEDINGS CEASE-AND-DESIST PROCEEDINGS INSTITUTED AGAINST DANIEL EMMENEGGER On March 23, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (Order) as to Daniel Emmenegger. In the Order, the Division of Enforcement alleges that Emmenegger, an options trader and one-time clerk for Susquehanna Investment Group (Susquehanna), defrauded Susquehanna by filling options contracts orders Emmenegger himself placed through an undisclosed personal brokerage account. Since at least June 2002, Emmenegger, using these personal brokerage accounts, placed limit buy orders for options contracts for which he was the trading assistant on the AMEX floor, at prices well below the market price. These orders would go unfilled during the regular course of the trading day since no seller would accept Emmenegger's below-market prices. At or near the close of the trading day, Emmenegger manually filled his personal buy orders from Susquehanna's proprietary account at the below-market prices. Emmenegger did not report the trades to the tape as required by AMEX rules. By filling his personal buy orders from Susquehanna's proprietary account at prices well below the prevailing market price, Emmenegger caused losses in Susquehanna's proprietary account. Thereafter, Emmenegger sold the options contracts through his personal brokerage account at market prices in riskless transactions and profited from the spread between the artificially low purchase prices he obtained and the market sale prices. The Division of Enforcement alleges that Emmenegger willfully violated, and committed or caused violations of, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Emmenegger an opportunity to dispute the allegations, and to determine what sanctions, if any, are appropriate and in the public interest. The Commission directed that an administrative law judge shall issue an initial decision in this matter within 300 days from the date of service of the Order Instituting Proceedings. (Rel. 34-49460; File No. 3-11438) SEC CHARGES KINKO'S EXECUTIVE AND TWO OTHERS WITH INSIDER TRADING On March 23, the Commission filed a settled insider trading action against Sean S. Coghlan, a Human Resources Director at Kinko's, Inc., Patrick S. Lay, and Christopher W. Lay, for insider trading before the March 3, 2003, announcement that Kinko's would be making a cash tender offer to acquire all the outstanding shares of ImageX, Inc.'s common stock. The action was filed in federal court in the District of Columbia. Kinko's was a privately held Texas corporation with its principal place of business in Dallas, Texas. In a transaction that closed on Feb. 12, 2004, the FedEx Corporation acquired Kinko's. The SEC's complaint alleges that on Feb. 28, 2003, Sean Coghlan, 33, a resident of Flower Mound, Texas, provided Patrick Lay, 42, also a resident of Flower Mound, Texas, with confidential information about Kinko's planned tender offer for all the outstanding shares of ImageX before that information was announced to the public. According to the Complaint, Patrick Lay then informed his brother Christopher Lay, 41, a resident of Palm Beach, Florida, about the upcoming acquisition. On March 3, 2003, prior to the announcement being made to the public, Patrick Lay purchased 99,000 shares and Christopher Lay purchased 100,000 shares of ImageX common stock. After the announcement, on March 4, 2003, Patrick and Christopher Lay sold all of their ImageX shares, realizing one-day profits of $21,584 and $21,444 respectively. Without admitting or denying the allegations in the complaint, Sean Coghlan, Patrick Lay, and Christopher Lay consented to the entry of a final judgment that would permanently enjoin each of them from future violations of Section 14(e) of the Securities Exchange Act of 1934 and Rule 14e-3 promulgated thereunder. Patrick Lay also agreed to disgorge $21,584 in profits plus prejudgment interest and to pay a civil penalty of $43,029. Christopher Lay also agreed to disgorge $21,444 in profits plus prejudgment interest and to pay a civil penalty of $21,444. Sean Coghlan also agreed to pay a civil penalty of $10,792. In determining to accept Sean Coghlan's offer of settlement, the Commission considered the cooperation he afforded the Commission staff during its investigation. [SEC v. Sean S. Coghlan, Patrick S. Lay and Christopher W. Lay, Civ. Action No. 04-0482-RMC (D.D.C.)] (LR-18633) J. ROBERT DOBBINS, DOBBINS CAPITAL CORP., DOBBINS OFFSHORE CAPITAL LLC, DOBBINS PARTNERS, L.P., AND DOBBINS OFFSHORE, LTD. CHARGED WITH FRAUD The Commission filed an action on March 23, in the U.S. District Court for the Northern District of Texas and was granted emergency relief against J. Robert Dobbins, two unregistered investment advisers under his control, Dobbins Capital Corp. and Dobbins Offshore Capital LLC (collectively, Dobbins Investment Advisers), and two unregistered hedge funds, Dobbins Partners, L.P. and Dobbins Offshore, Ltd. (collectively, Dobbins Hedge Funds) for violations of the antifraud provisions of the federal securities laws. The Commission alleges that Dobbins, since at least Jan. 1, 2000, raised at least $50 million from over 50 investors from around the world. The complaint alleges that Dobbins made false statements to Dobbins Hedge Funds investors concerning the funds' performance by arbitrarily overvaluing investments in thinly-traded and non-publicly traded securities. The complaint also alleges that Dobbins provided the false valuations to Fund investors, in some circumstances, at the time of their investment, in e-mail correspondence, telephone conversations, meetings, and reports posted on Dobbins' Internet website. The complaint alleges that then, using the fraudulently inflated valuations, Dobbins caused the funds to pay management and incentive fees of over $5.3 million to Dobbins and the Dobbins Investment Advisers. Further, the complaint alleges that Dobbins caused the Dobbins Hedge Funds to fraudulently pay unnecessary commission payments to a broker, who then kicked back a significant portion of the commissions to Dobbins The complaint alleges that all of the defendants violated the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The complaint also alleges that Dobbins and the Dobbins Investment Advisers violated the antifraud provisions of the Investment Advisers Act of 1940. Without admitting or denying the Commission's allegations, Defendants Dobbins, Dobbins Capital, Dobbins Offshore Capital, and Dobbins Offshore consented to the emergency relief sought. The Court today issued a preliminary injunction as well as an order freezing assets, requiring an accounting of all assets and investor funds, and prohibiting the destruction of documents. [SEC v. J. Robert Dobbins, Dobbins Capital Corp., Dobbins Offshore Capital LLC, Dobbins Partners, L.P., and Dobbins Offshore, Ltd., Civ. Action No. 3-04-CV- 605(H) (Northern District of Texas)] (LR-18634) GINO CARLUCCI HELD IN CIVIL CONTEMPT FOR VIOLATION OF ASSET FREEZE; ORDERED TO WITHDRAW BANKRUPTCY PETITION AND SURRENDER ALL ASSETS TO RECEIVER On March 17, the Honorable Dale A. Kimball, U.S. District Judge for the District of Utah, entered an Order of Contempt against Gino Carlucci (Carlucci) and G&G Capital (G&G), a corporation controlled by Carlucci. The Court found that Carlucci and G&G had violated an Oct. 16, 2003, order issued by the United States District Court for the District of Utah freezing the assets of certain defendants in SEC v. David M. Wolfson et al. Carlucci was ordered to provide a sworn accounting of all accounts over which he now has or has ever had control, ordered to withdraw the bankruptcy petitions Carlucci and G & G had filed in the United States Bankruptcy Court District of Arizona, and ordered to surrender all their assets to the Receiver previously appointed in this case. In October 2003 the Securities and Exchange Commission filed a complaint in the U.S.District Court for the District of Utah, against twenty-one individuals and entities involved in a scheme to sell securities in five United States-based microcap issuers to hundreds of investors located primarily in the United Kingdom, Australia and New Zealand through a boiler room located in Vientiane, Laos. In the October 2003 action, the Commission obtained an order, among other things, freezing the assets of a number of defendants including Carlucci and Wolfson. The contempt motion, filed Feb. 18, 2004, alleged that in violation of the Oct. 16, 2003, order, Carlucci transferred monies from accounts subject to the asset freeze order and wrongfully obtained $49,322.00 in relief from the asset freeze. [SEC v. David M. Wolfson, et al., Docket No. 2:03 CV- 00914 DAK, USDC, D.Ut.] (LR-18635) UNIVERSAL EXPRESS CHARGED WITH ILLEGAL STOCK DISTRIBUTION AND ISSUING FALSE PRESS RELEASES AND PERIODIC REPORTS Today, the Commission filed a complaint seeking a temporary restraining order (TRO) and other emergency relief against Universal Express, Inc. (Universal), its chief executive officer Richard Altomare, and others involved in an illegal distribution of Universal common stock to the public. The Commission alleges that from April 2001 through the present, Universal has issued more than 500 million shares of stock for distribution to the public, issued a series of false press releases regarding funding commitments for the company, and made other false and misleading statements about its business. The Commission alleges that Universal, Altomare, and Universal's counsel Chris G. Gunderson, Jr., distributed stock through Mark Neuhaus, George Sandhu, Spiga Limited, and Tarun Mendiratta (collectively, the Resellers) purportedly as consultants to the company. According to the Complaint, the Resellers paid Universal in excess of $9.1 million for the stock, resold the shares to the public for a quick risk-free profit, and then used the proceeds to finance their subsequent share purchases in the ongoing scheme to distribute the shares into the public market. The Complaint further alleges that as the dilutive issuances weighed on Universal Express' stock price, Altomare issued a series of false press releases from May 2002 to April 2003 announcing funding commitments for a total of $885 million and thereafter made other false statements in public interviews, press releases, and Universal Express' filings with the Commission. The Commission further alleges that, following the illegal sales to the Resellers, Altomare diverted a substantial portion of the proceeds to family members and personal accounts. The Commission's action seeks a temporary restraining order and order for accounting against Universal, Altomare, and Gunderson for the ongoing securities registration violations. The Commission is also seeking preliminary injunctive relief against all defendants. The Commission's action alleged that Universal, Altomare, Gunderson, Neuhaus, and Sandhu violated the antifraud provisions of the securities laws; that Universal, Altomare, Gunderson, and each of the Resellers violated the securities registration provisions; that Universal violated the reporting and books and records provisions; that Altomare and Gunderson violated and aided and abetted such violations; and that Altomare violated signed false certifications and made false statements to Universal's auditors. [SEC v. Universal Express, Inc., et al., Civ. Action No. 04 CV 02322 (GEL) SDNY] (LR-18636) INVESTMENT COMPANY ACT RELEASES ALLSTATE LIFE INSURANCE COMPANY, ET AL. A notice has been issued giving interested persons until April 22, 2004, to request a hearing on an application filed by Allstate Life Insurance Company, et al. seeking an order of exemption pursuant to Section 17(b) of the Investment Company Act from Section 17(a) of the Act. (Rel. IC- 26390 - March 23) SPDR TRUST, SERIES 1, ET AL. A notice has been issued giving interested persons until April 16, 2004, to request a hearing on an application filed by SPDR Trust, Series 1, et al. for an order exempting applicants from Section 12(d)(1)(A) of the Investment Company Act and from Section 17(a) of the Act. The order would permit certain registered management investment companies and unit investment trusts to acquire shares of certain registered unit investment trusts that operate as exchange-traded funds and are outside the same group of investment companies. The order also would amend three prior orders. (Rel. IC-26392 - March 23) HOLDING COMPANY ACT RELEASES NORTHEAST UTILITIES, ET AL. A notice has been issued giving interested persons until April 19, 2004, to request a hearing on a proposal by Northeast Utilities (NU), a registered holding company, and certain subsidiaries to amend their tax allocation agreement so that NU will retain the benefit (in the form of the reduction in consolidated tax) that is attributable to tax losses incurred by NU in connection with the debt incurred to acquire Yankee Energy System, Inc. (Rel. 35-27819) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGES The Philadelphia Stock Exchange filed a proposed rule change (SR-Phlx- 2003-68) and Amendment No. 1 thereto relating to options transactions resulting from obvious errors. Publication of the proposal is expected in the Federal Register during the week of March 22. (Rel. 34-49435) The Pacific Exchange filed a proposed rule change (SR-PCX-2004-08) relating to the demutualization of the Exchange. Publication of the proposal is expected in the Federal Register during the week of March 22. (Rel. 34-49451) ACCELERATED APPROVAL OF PROPOSED RULE CHANGES The Commission granted accelerated approval to a proposed rule change and Amendment No. 1 submitted by the International Securities Exchange (SR-ISE-2003-36) relating to trading options on the Morgan Stanley Technology Index. Publication of the proposal is expected in the Federal Register during the week of March 22. (Rel. 34-49447) The Commission granted accelerated approval to a proposed rule change and Amendment Nos. 1, 2, and 3 thereto submitted by the Pacific Exchange (SR-PCX-2003-60) relating to the rules for trading index options. Publication of the proposal is expected in the Federal Register during the week of March 22. (Rel. 34-49455) The Commission granted accelerated approval to a proposed rule change (SR-Phlx-2004-20) filed by the Philadelphia Stock Exchange relating to trade through liability for certain exchange traded funds. (Rel. 34- 49457) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change (SR-Phlx-2004-19) filed by the Philadelphia Stock Exchange relating to execution of market and marketable limit orders in certain Trust Shares and Trust Issued Receipts during a locked market 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 22. (Rel. 34-49456) DELISTING GRANTED An order has been issued granting the application of the Philadelphia Stock Exchange, Inc. to strike from listing and registration certain call and put options contracts issued by The Options Clearing Corporation respecting underlying securities of the following companies, effective at the opening of business on March 24. Arrow International, Inc. (QRO/ARRO) EGL, Inc. (UQV/EAGL) Encore Wire Corporation (QWR/WIRE) J.D. Edwards & Company (QJD/JDEC) (Rel. 34-49461) 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: . N-2 MERRILL LYNCH MULTI ADVISERS HEGE FUND LLC, 800 SCUDDES MILL ROAD, PLAINSBORO, NJ, 08536, 100 ($1,000,000.00) Limited Partnership Interests, (File 333-113831 - Mar. 23) (BR. 17) F-10 FAIRFAX FINANCIAL HOLDINGS LTD/ CAN, 95 WELLINGTON ST WEST, STE 800, TORONTO ONTARIO CANA, A6, 4163674941 - 222,500,000 ($222,500,000.00) Non-Convertible Debt, (File 333-113832 - Mar. 23) (BR. 01) S-8 SUMTOTAL SYSTEMS INC, 2444 CHARLESTON ROAD, MOUNTAIN VIEW, CA, 94043, 6509349500 - 0 ($45,285,556.00) Equity, (File 333-113833 - Mar. 23) (BR. 03) S-3 ARMOR HOLDINGS INC, 1400 MARSH LANDING PARKWAY, SUITE 112, JACKSONVILLE, FL, 32250, 9047415600 - 0 ($500,000,000.00) Equity, (File 333-113834 - Mar. 23) (BR. 36) S-1 CABELAS INC, ONE CABELA DR, SIDNEY, NE, 69160, 308-254-8054 - 0 ($230,000,000.00) Equity, (File 333-113835 - Mar. 23) (BR. 02) S-3 GOLDEN TELECOM INC, 12 KRASNOKAZARMENNAYA, MOSCOW RUSSIA, 3,839,823 ($126,944,548.38) Equity, (File 333-113836 - Mar. 23) (BR. 37) S-4 ASBURY AUTOMOTIVE GROUP INC, 3 LANDMARK SQ, STE 500, STAMFORD, CT, 06901, 2033564400 - 0 ($200,000,000.00) Non-Convertible Debt, (File 333-113837 - Mar. 23) (BR. 02) S-8 VYYO INC, 4015 MIRANDA AVENUE, FIRST FLOOR, PALO ALTO, CA, 94304, 6503194000 - 749,852 ($4,731,567.00) Equity, (File 333-113838 - Mar. 23) (BR. 37) S-8 UNION BANKSHARES CORP, 212 NORTH MAIN ST, P O BOX 446, BOWLING GREEN, VA, 22427, 8046335031 - 0 ($11,249,000.00) Equity, (File 333-113839 - Mar. 23) (BR. 07) F-6 SARE HOLDING SA DE CV, PERIFERICO SUR NO 3395, COLONIA RINCON DEL PEDREGAL, MEXICO CITY, D. F., O5, 14120, 10,000,000 ($500,000.00) ADRs/ADSs, (File 333-113840 - Mar. 23) (BR. ) S-3 MILLENNIUM CHEMICALS INC, 20 WIGHT AVENUE, SUITE 100, HUNT VALLEY, MD, 21030, 410-229-4400 - 0 ($150,000,000.00) Debt Convertible into Equity, (File 333-113841 - Mar. 23) (BR. 02) S-8 UNION BANKSHARES CORP, 212 NORTH MAIN ST, P O BOX 446, BOWLING GREEN, VA, 22427, 8046335031 - 0 ($3,214,000.00) Equity, (File 333-113842 - Mar. 23) (BR. 07) S-4 METTLER TOLEDO INTERNATIONAL INC/, IM LANGACHER P O BOX MT-100, CH 8606 GREIFENSEE, SWITZERLAND, V8, 10022, 2126445900 - 0 ($150,000,000.00) Non-Convertible Debt, (File 333-113843 - Mar. 23) (BR. 36) S-3 BOEING CO, P O BOX 3707 MS 1F 31, SEATTLE, WA, 98124, 2066552121 - 0 ($1,000,000,000.00) Other, (File 333-113844 - Mar. 23) (BR. 05) SB-2 MONDILE VENTURES INC, 3,800,000 ($380,000.00) Equity, (File 333-113845 - Mar. 23) (BR. 09) S-1 SHOPPING COM LTD, 475 FIFTH AVENUE, 2ND FLOOR, NEW YORK, NY, 10017, 2129058000 - 0 ($75,000,000.00) Other, (File 333-113846 - Mar. 23) (BR. 08) S-3 LTC PROPERTIES INC, 8059818655 - 200,000,000 ($200,000,000.00) Equity, (File 333-113847 - Mar. 23) (BR. 08) S-8 ADAM INC, 1600 RIVEREDGE PARKWAY, STE 800, ATLANTA, GA, 30328, 7709800888 - 2,500,000 ($1.90) Other, (File 333-113848 - Mar. 23) (BR. 03) S-8 OMEGA FINANCIAL CORP /PA/, 366 WALKER DR, STATE COLLEGE, PA, 16801, 8142317680 - 0 ($29,808,605.00) Equity, (File 333-113849 - Mar. 23) (BR. 07) S-8 TULARIK INC, 1120 VETERANS BOULEVARD, SOUTH SAN FRANCISCO, CA, 94080, 6508257300 - 0 ($48,997,418.00) Equity, (File 333-113850 - Mar. 23) (BR. 01) S-8 CHAMPION INDUSTRIES INC, 2450 FIRST AVE, P O BOX 2968, HUNTINGTON, WV, 25728, 3045282791 - 0 ($2,253,875.00) Equity, (File 333-113851 - Mar. 23) (BR. 05) S-8 CAPITAL LEASE FUNDING INC, 110 MAIDEN LANE, 36TH FLOOR, NEW YORK, NY, 10005, 2122176300 - 0 ($12,821,250.00) Equity, (File 333-113852 - Mar. 23) (BR. 08) S-8 DEVCON INTERNATIONAL CORP, 1350 E NEWPORT CENTER DR, STE 201, DEERFIELD BEACH, FL, 33443, 3054291500 - 250,000 ($1,943,354.00) Equity, (File 333-113853 - Mar. 23) (BR. 06) S-4 INDEPENDENT BANK CORP /MI/, 230 W MAIN ST, PO BOX 491, IONIA, MI, 48846, 6165279450 - 1,200,000 ($2,082,480.00) Equity, (File 333-113854 - Mar. 23) (BR. 07) S-3 FORTUNE BRANDS INC, 300 TOWER PARKWAY, LINCOLNSHIRE, IL, 60069, 2036985000 - 1,600,000,000 ($1,600,000,000.00) Other, (File 333-113855 - Mar. 23) (BR. 06) S-8 SILICON IMAGE INC, 1060 EAST ARQUES AVE, SUNNYVALE, CA, 94085, 4086164000 - 0 ($40,185,461.00) Equity, (File 333-113856 - Mar. 23) (BR. 36) S-1 GLOBIX CORP, 139 CENTRE STREET, NEW YORK, NY, 10013, 2125945300 - 4,797,442 ($14,296,377.00) Equity, 19,146,306 ($19,146,306.00) Non-Convertible Debt, (File 333-113857 - Mar. 23) (BR. 03) S-3 SUPERGEN INC, 4140 DUBLIN BLVD, SUITE 200, DUBLIN, CA, 94568, 9255600100 - 0 ($56,242,569.56) Equity, (File 333-113858 - Mar. 23) (BR. 01) N-2 AMERICAN CAPITAL STRATEGIES LTD, 3019516122 - 0 ($1,750,000,000.00) Equity, (File 333-113859 - Mar. 23) (BR. 22) S-1 ROBOTIC VISION SYSTEMS INC, 486 AMHERST STREET, NASHUA, NH, 03063, (603) 598-8400 - 0 ($34,347,284.63) Equity, (File 333-113860 - Mar. 23) (BR. 36) S-4 SIMMONS CO /GA/, ONE CONCOURSE PARKWAY SUITE 800, ATLANTA, GA, 30328, 7705127700 - 0 ($200,000,000.00) Non-Convertible Debt, (File 333-113861 - Mar. 23) (BR. 06) S-8 EWORLDMEDIA HOLDINGS INC, 620 NEWPORT CENTER DRIVE, 11TH FLOOR, NEWPORT BEACH, CA, 92660, 949-718-0999 - 4,000,000 ($1,040,000.00) Equity, (File 333-113862 - Mar. 23) (BR. 08) S-11 PALADIN REALTY INCOME PROPERTIES INC, 39,900,000 ($401,800,000.00) Equity, 1,400,000 ($1,120.00) Non-Convertible Debt, (File 333-113863 - Mar. 23) (BR. ) F-9 PLACER DOME INC, 1055 DUNSMUIR ST STE 1600, PO BOX 49330 BENTALL POSTAL STATION, VANCOUVER BC CANADA, A1, 6046827082 - 0 ($300,000,000.00) Non-Convertible Debt, (File 333-113864 - Mar. 23) (BR. 04) S-1 METROPCS COMMUNICATIONS INC, 0 ($250,000,000.00) Equity, (File 333-113865 - Mar. 23) (BR. ) S-3 DEL GLOBAL TECHNOLOGIES CORP, 1 COMMERCE PARK, VALHALLA, NY, 10595, 9146863600 - 1,000,000 ($2,000,000.00) Equity, (File 333-113866 - Mar. 23) (BR. 36) S-4 COMMUNICATIONS & POWER INDUSTRIES INC, 607 HANSEN WAY, PALO ALTO, CA, 94304, 4154934000 - 0 ($125,000,000.00) Non-Convertible Debt, (File 333-113867 - Mar. 23) (BR. 36) S-3 FOSSIL INC, 2280 NORTH GREENVILLE AVE, RICHARDSON, TX, 75082, 9722342525 - 0 ($167,833,875.00) Equity, (File 333-113868 - Mar. 23) (BR. 02) S-4 COMMERCIAL CAPITAL BANCORP INC, ONE VENTURE, 3RD FL, IRVINE, CA, 92618, 9495857500 - 0 ($496,375,389.00) Equity, (File 333-113869 - Mar. 23) (BR. 07) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Item 12. Results of Operations and Financial Condition. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 10 11 12 13 DATE COMMENT ------------------------------------------------------------------------------------------------ 21ST CENTURY TECHNOLOGIES INC NV X 03/22/04 3DLP INTERNATIONAL INC NJ X 08/05/03 A R T INTERNATIONAL INC X X 03/23/04 ACE SEC CORP WELLS FARGO FINANCIAL AU DE X 03/23/04 ACE SECURITIES CORP DE X X 03/23/04 ADAMS RESOURCES & ENERGY INC DE X 03/18/04 AFFILIATED COMPUTER SERVICES INC DE X X 03/22/04 AIRGATE PCS INC /DE/ DE X X 03/23/04 ALLIANCE BANKSHARES CORP X X 03/19/04 AMERICAN INSURED MORTGAGE INVESTORS S CA X X 03/22/04 ANDEAN DEVELOPMENT CORP FL X 12/12/00 APPLEBEES INTERNATIONAL INC DE X 03/23/04 APPLIED EXTRUSION TECHNOLOGIES INC /D DE X 03/22/04 ARROW INTERNATIONAL INC PA X X 03/23/04 ASSET BACKED SECURITIES CORP DE X 03/23/04 ASTRO MED INC /NEW/ RI X X 03/23/04 AULT INC MN X 03/22/04 AUSTRALIAN SECURITISATION MANAGEMENT X X 03/10/04 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 03/23/04 BANK HOLDINGS NV X X 03/23/04 BANK OF AMERICA CORP /DE/ DE X X 03/23/04 BARNEYS NEW YORK INC X 03/23/04 BEAR STEARNS COMPANIES INC DE X X 03/18/04 BLOCK COMMUNICATIONS INC OH X X 03/23/04 BLYTH INC DE X 03/16/04 BOMBAY COMPANY INC DE X 03/23/04 BROCADE COMMUNICATIONS SYSTEMS INC DE X 03/22/04 BULLDOG TECHNOLOGIES INC NV X 03/22/04 CALIFORNIA STEEL INDUSTRIES INC X 03/23/04 CALPINE CORP DE X 03/23/04 CARAUSTAR INDUSTRIES INC NC X 02/10/04 AMEND CARDIODYNAMICS INTERNATIONAL CORP CA X 03/23/04 CFSB MOR SEC CORP HOME EQUITY ASSET T DE X 03/23/04 CHARLES RIVER ASSOCIATES INC MA X 03/18/04 CHECKFREE CORP \GA\ DE X 03/22/04 CINCINNATI BELL INC OH X X 03/23/04 COLLEGIATE PACIFIC INC DE X X 01/09/04 AMEND COMERICA INC /NEW/ DE X 03/23/04 COMMERCIAL METALS CO DE X X 03/23/04 COMMONWEALTH ENERGY CORP X X 03/18/04 CORRECTIONAL SERVICES CORP DE X 03/23/04 CORRPRO COMPANIES INC /OH/ OH X X X 03/16/04 COUNTRYWIDE FINANCIAL CORP DE X X 01/05/04 AMEND CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 03/23/04 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 03/23/04 CSFB MORTGAGE BACK PASS THR CER SER 2 DE X 03/23/04 CWALT INC X X 03/22/04 DCM ENTERPRISES NV X X X 09/09/03 AMEND DELCO REMY INTERNATIONAL INC DE X X 03/23/04 DENBURY RESOURCES INC DE X X 03/22/04 DERMA SCIENCES INC PA X X 01/09/04 AMEND DIATECT INTERNATIONAL CORP CA X 03/22/04 DOMINOS INC DE X X 03/23/04 DOWNEY FINANCIAL CORP DE X X 03/23/04 DT INDUSTRIES INC DE X X 03/08/04 DUQUESNE LIGHT HOLDINGS INC PA X 03/23/04 DURECT CORP DE X X 03/23/04 E DEAL NET INC NV X X 03/23/04 ELECTRIC CITY CORP DE X X 03/19/04 ENERGY PARTNERS LTD DE X 03/22/04 ENERGY PRODUCERS INC NV X X 12/01/03 AMEND ENSTAR GROUP INC GA X X 03/10/04 ERXSYS INC NV X 03/15/04 EXABYTE CORP /DE/ DE X X 03/16/04 FAIRPOINT COMMUNICATIONS INC DE X X 03/22/04 FAMILY DOLLAR STORES INC DE X 03/23/04 FIND SVP INC NY X X 03/16/04 FINDWHAT COM INC NV X X 03/23/04 FIRST AMERICAN CORP CA X X 03/23/04 FIRST CANADIAN AMERICAN HOLDING CORP DE X X X 03/22/04 FIRST CANADIAN AMERICAN HOLDING CORP DE X X X 03/23/04 FIRST HORIZON ASSET SECURITIES INC DE X 03/23/04 FIRST HORIZON ASSET SECURITIES INC DE X 03/23/04 AMEND FIRSTFED FINANCIAL CORP DE X 02/29/04 FLAG FINANCIAL CORP GA X X 03/19/04 FMC CORP DE X 03/23/04 FMC CORP DE X 03/23/04 G REIT INC VA X X 03/18/04 GENERAL CHEMICAL INDUSTRIAL PRODUCTS DE X 03/23/04 GEORGIA BANCSHARES INC// GA X X 03/23/04 GLACIER WATER SERVICES INC DE X 02/23/04 GOLDFIELD CORP DE X X X 03/23/04 GOLDMAN SACHS ASSET BACKED SECURITIES X X 03/22/04 GOLDMAN SACHS ASSET BACKED SECURITIES X X 03/22/04 GOLDMAN SACHS GROUP INC/ DE X X X 03/23/04 GREAT WALL ACQUISITION CORP DE X X 03/23/04 GREATER COMMUNITY BANCORP NJ X X 03/16/04 GROWTH MERGERS INC NV X 03/22/04 GT DATA CORP NV X 01/12/04 AMEND HANCOCK JOHN LIFE INSURANCE CO MA X X 03/22/04 HARLEY DAVIDSON MOTORCYCLE TRUST 2004 NV X X 03/15/04 HEALTHTRAC INC X 03/22/04 HEALTHTRONICS SURGICAL SERVICES INC GA X 03/23/04 HERITAGE WORLDWIDE INC X X 03/15/04 HFC REVOLVING CORP HOUSEHOLD HOME EQ DE X 03/22/04 HFC REVOLVING CORP HOUSEHOLD HOME EQU DE X 03/22/04 HFC REVOLVING CORP HOUSEHOLD HOME EQU DE X 03/22/04 HFC REVOLVING CORP HOUSEHOLD HOME EQU DE X 03/22/04 HMG COURTLAND PROPERTIES INC DE X 03/19/04 HOMESTORE INC DE X X 03/16/04 HOUSEHOLD AUTO RECEIVABLES CORP ASSET NV X 03/17/04 HOUSEHOLD AUTO RECEIVABLES CORP SERIE NV X 03/17/04 HOUSEHOLD AUTOMOTIVE TRUST 2001-1 DE X 03/17/04 HOUSEHOLD AUTOMOTIVE TRUST 2001-3 X 03/17/04 HOUSEHOLD AUTOMOTIVE TRUST 2002-1 X 03/17/04 HOUSEHOLD AUTOMOTIVE TRUST 2003-1 NV X 03/17/04 HOUSEHOLD AUTOMOTIVE TRUST 2003-2 NV X 03/17/04 HOUSEHOLD AUTOMOTIVE TRUST IV SERIES DE X 03/17/04 HOUSEHOLD AUTOMOTIVE TRUST SERIES 200 DE X 03/17/04 HOUSEHOLD AUTOMOTIVE TRUST V SERIES 2 DE X 03/17/04 HOUSEHOLD AUTOMOTIVE TRUST VI SERIES NV X 03/17/04 HOUSEHOLD HOME EQUITY LOAN TRUST 1999 DE X 03/22/04 HOUSEHOLD HOME EQUITY LOAN TRUST 2002 X 03/22/04 HOUSEHOLD HOME EQUITY LOAN TRUST 2002 DE X 03/22/04 HOUSEHOLD MORTGAGE LOAN TRUST 2002 HC X 03/22/04 HOUSEHOLD MORTGAGE LOAN TRUST 2003-HC DE X 03/22/04 HOUSEHOLD MORTGAGE LOAN TRUST 2003-HC DE X 03/22/04 HOUSEHOLD REVOLVING HOME EQUITY LOAN DE X 03/22/04 HOUSEHOLD REVOLVING HOME EQUITY LOAN DE X 03/22/04 II-VI INC PA X 03/22/04 IMPAX LABORATORIES INC DE X 03/23/04 INCOME OPPORTUNITY REALTY INVESTORS I NV X 03/15/04 INFOWAVE SOFTWARE INC X X 01/07/04 AMEND INTERACTIVE MOTORSPORTS & ENTERTAINME IN X 03/23/04 INTERNATIONAL MULTIFOODS CORP DE X 03/19/04 ITRONICS INC TX X 03/16/04 JONES APPAREL GROUP INC PA X X 03/23/04 KANSAS CITY SOUTHERN DE X X 03/22/04 KNIGHT TRANSPORTATION INC AZ X X 03/16/04 LASERSIGHT INC /DE DE X 03/16/04 LBI MEDIA HOLDINGS INC X 03/18/04 LIFE SCIENCES INC DE X 03/22/04 LTWC CORP DE X X 03/10/04 MARISA CHRISTINA INC DE X X X 03/22/04 MARKLAND TECHNOLOGIES INC FL X 10/27/03 AMEND MARTIN MIDSTREAM PARTNERS LP DE X X 03/23/04 MEDIA 100 INC DE X 03/22/04 MEDICALCV INC MN X X X 03/17/04 MEDIFAST INC DE X 03/23/04 METALLURG HOLDINGS INC DE X X 03/08/04 METALLURG INC DE X X 03/08/04 MEXICAN RESTAURANTS INC TX X X 03/19/04 MICROFIELD GROUP INC OR X 03/22/04 MICROMUSE INC DE X X 03/22/04 MILLER INDUSTRIES INC /TN/ TN X X 03/22/04 MINGHUA GROUP INTERNATIONAL HOLDINGS NY X X 03/23/04 MOBILEPRO CORP DE X 01/20/04 AMEND NAPOLI ENTERPRISES INC CO X X 12/23/03 NATIONAL CITY CORP DE X X 03/23/04 NATIONAL MEDICAL HEALTH CARD SYSTEMS NY X X 03/19/04 NATIONAL VISION INC GA X X 03/05/04 NCI HOLDINGS INC NV X X 03/15/04 NCI HOLDINGS INC NV X X 03/15/04 AMEND NET PERCEPTIONS INC DE X X 03/23/04 NEWTECH BRAKE CORP DE X X 03/23/04 NEXTEL PARTNERS INC DE X 03/22/04 NICOR INC IL X 03/23/04 NORTH STATE BANCORP NC X X 03/22/04 NOVELL INC DE X 03/22/04 OAKWOOD HOMES CORP NC X X 03/22/04 OMNOVA SOLUTIONS INC OH X X 02/22/04 ONEOK INC /NEW/ OK X 03/22/04 PACIFIC GAS & ELECTRIC CO CA X X 03/23/04 PAINCARE HOLDINGS INC CT X X 03/22/04 PARADIGM MEDICAL INDUSTRIES INC DE X X 03/23/04 PATHFINDER BANCORP INC DE X X 03/23/04 PAVILION BANCORP INC X X 03/19/04 PENN ENGINEERING & MANUFACTURING CORP DE X X 03/22/04 PENN VIRGINIA RESOURCE PARTNERS L P DE X 03/22/04 PEOPLES OHIO FINANCIAL CORP OH X 03/23/04 PERMA FIX ENVIRONMENTAL SERVICES INC DE X X 03/23/04 PERMIAN BASIN ROYALTY TRUST TX X X 03/19/04 PETCO ANIMAL SUPPLIES INC DE X X 03/23/04 PG&E CORP CA X X 03/23/04 PHOENIX COMPANIES INC/DE DE X X 03/23/04 PLANET POLYMER TECHNOLOGIES INC CA X X X 03/18/04 POINDEXTER J B & CO INC DE X X 03/23/04 POTOMAC ELECTRIC POWER CO VA X X 03/15/04 PRICE COMMUNICATIONS CORP NY X X 03/23/04 QUALITY PRODUCTS INC OH X X 03/18/04 RCG COMPANIES INC DE X X 03/23/04 RED HAT INC DE X X X 03/23/04 REDWOOD EMPIRE BANCORP CA X 03/16/04 RENTECH INC /CO/ CO X X 03/19/04 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 03/23/04 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 03/22/04 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 03/23/04 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 03/23/04 REVLON INC /DE/ DE X X 03/23/04 RIDGEFIELD INDUSTRIES CORP DE X X 03/23/04 RIM HOLDINGS INC X 03/09/04 SAFLINK CORP DE X X 03/22/04 SCRIPPS E W CO /DE OH X 03/23/04 SE GLOBAL EQUITIES CORP MN X 03/22/04 SILVER STAR ENERGY INC NY X 12/31/03 SILVER STAR ENERGY INC NY X 12/31/03 AMEND SIMMONS FIRST NATIONAL CORP AR X 03/23/04 SKILLSOFT PUBLIC LIMITED CO X 03/22/04 SOCKET COMMUNICATIONS INC DE X X 03/16/04 SOUTHWEST GAS CORP CA X 03/23/04 SOUTHWEST WATER CO DE X X 03/22/04 SPANTEL COMMUNICATIONS INC FL X 03/17/04 STEEL DYNAMICS INC IN X 03/23/04 STEWART & STEVENSON SERVICES INC TX X X 03/23/04 STRUCTURED OBLIGATIONS CORP LONG TERM DE X X 03/15/04 STRUCTURED OBLIGATIONS CORP LONG TERM DE X X 03/15/04 STRUCTURED OBLIGATIONS CORP LONG TERM DE X X 03/15/04 STRUCTURED OBLIGATIONS CORP SELECT NO DE X X 03/15/04 STRUCTURED OBLIGATIONS CORP SELECT NO DE X X 03/15/04 SUMMA INDUSTRIES/ DE X X 03/23/04 SUMTOTAL SYSTEMS INC DE X X 03/22/04 TALKPOINT COMMUNICATIONS INC DE X X 03/19/04 TCF FINANCIAL CORP DE X X 03/23/04 TOUCHTUNES MUSIC CORP NV X X 03/23/04 TRANSACT TECHNOLOGIES INC DE X 03/23/04 TRANSNATIONAL FINANCIAL NETWORK INC CA X 03/16/04 TUMBLEWEED COMMUNICATIONS CORP DE X X 03/18/04 UNITY BANCORP INC /DE/ DE X X 03/22/04 UNIVISION COMMUNICATIONS INC DE X 03/22/04 URBAN IMPROVEMENT FUND LTD 1974 CA X 03/22/04 USB HOLDING CO INC DE X X 03/19/04 USURF AMERICA INC NV X X 03/23/04 VERSANT CORP CA X X 03/18/04 VITRAN CORP INC X 03/23/04 WACHOVIA COMMERCIAL MORTGAGE SECURITI NC X 03/18/04 WEBSTER CITY FEDERAL BANCORP X X 01/23/04 WESTINGHOUSE AIR BRAKE TECHNOLOGIES C DE X X 03/22/04 WET SEAL INC DE X X 03/18/04 WHITEHALL JEWELLERS INC DE X X 03/23/04 WHOLESALE AUTO RECEIVABLES CORP DE X X 03/22/04 FINANCIAL INDUSTRIES CORP TX X X 12/31/03