SEC NEWS DIGEST Issue 2004-115 June 16, 2004 COMMISSION ANNOUNCEMENTS ANNETTE NAZARETH TO TESTIFY Annette Nazareth, Director of the Commission's Division of Market Regulation, will testify before the Senate Committee on Banking, Housing, and Urban Affairs on Thursday, June 17, concerning Transparency in the Fixed Income Markets. The hearing will begin at 10:00 a.m. in Room 538 of the Dirksen Senate Office Building. RULES AND RELATED MATTERS ISSUER RESTRICTIONS OR PROHIBITIONS ON OWNERSHIP BY SECURITIES INTERMEDIARIES The Commission is proposing new Rule 17Ad-20 under the Securities Exchange Act of 1934 (Exchange Act) that would prohibit registered transfer agents from effecting any transfer of any equity security registered under Section 12 or any equity security that subjects an issuer to reporting under 15(d) of the Exchange Act if such security is subject to any restriction or prohibition on transfer to or from a securities intermediary. Under the proposed rule, the term "securities intermediary" would be defined as a clearing agency registered under Section 17A of the Exchange Act or a person, including a bank, broker, or dealer, that in the ordinary course of its business maintains securities accounts for others. The Commission is proposing to exclude from proposed Rule 17Ad-20 any equity security issued by a partnership, as defined in Item 901 of Regulation S-K. The primary purpose of the proposed rule is to promote the integrity and efficiency of the U.S. clearance and settlement system. Publication of the proposal was expected in the Federal Register during the week of June 7. (Rel. 34- 49809; File No. S7-24-04) COMMISSION ISSUES RELEASE PROPOSING AMENDMENTS TO STREAMLINE THE PROCEDURES FOR DELISTING AND/OR WITHDRAWING FROM SECTION 12(b) REGISTRATION EXCHANGE- LISTED SECURITIES The Commission has issued a release proposing amendments to Rule 12d2-2, Form 25, Rule 19d-1, and Regulation S-T under the Securities Exchange Act of 1934 (Exchange Act) to streamline the procedures under which a security may be delisted from a national securities exchange and/or withdrawn from registration under Section 12(b) of the Exchange Act. Publication of the proposal is expected in the Federal Register during the week of June 21. (Rel. 34-49858; File No. S7-25-04) ORDER GRANTING A TEMPORARY EXEMPTION FROM RULE 12d2-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FOR STANDARDIZED OPTIONS AND SECURITY FUTURES The Commission granted a temporary exemption from the requirements of Rule 12d2-2 under the Securities Exchange Act of 1934 (Exchange Act), until Oct. 31, 2004, to standardized options that are issued by a clearing agency registered or exempt from registration under Section 17A of the Exchange Act and traded on a national securities exchange, and security futures products that are traded on a national securities exchange. (Rel. 34-49859) ENFORCEMENT PROCEEDINGS SEC INSTITUTES PROCEEDINGS AGAINST IAN RENERT BASED ON ENTRY OF INJUNCTION On June 15, the Commission entered an Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 203(f) of the Investment Advisers Act of 1940 (Order) against Ian L. Renert (Renert). In the Order, the Division of Enforcement alleges that, on April 14, 2004, a final judgment was entered against Renert in the civil action entitled Securities and Exchange Commission v. Ian L. Renert, et al., Civil Action Number 301-CV-1027 (PCD), USDC, District of Connecticut. The judgment permanently enjoined Renert from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933; Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; Sections 206(1) and 206(2) of the Investment Advisers Act of 1940; and Section 7(d) of the Investment Company Act of 1940. The violations occurred from 1997 through 2000, during which time Renert was associated with an unregistered investment adviser, Hawthorne Sterling & Co. (Hawthorne). The Commission's complaint, filed in June 2001, alleged that Renert, the owner and control person of Hawthorne, was the architect of a $22 million fraudulent offering of interests in unregistered offshore mutual funds. The Commission alleged in its complaint that from at least June 1997 through June 2000, Renert and Hawthorne induced more than 700 investors in 49 states and more than 100 investors overseas to purchase interests in 30 entities known as the Hawthorne Sterling Family of Funds. According to the complaint, Renert and Hawthorne misrepresented via the Internet, offshore seminars and a network of sales agents that the funds would invest in bank debentures, which in this case, were fictitious prime bank instruments. The Commission also alleged that the Renert and Hawthorne failed to disclose that Renert used fund assets to engage in day trading in Internet stocks, losing at least $2.2 million, and to fund a mortgage on one of Renert's homes. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Renert an opportunity to dispute these allegations, and to determine what remedial 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 210 days from the date of service of the Order. (Rel. IA-2248; File No. 3-11519) IN THE MATTER OF SCOTT FINE AND KEVIN BOYLE On June 15, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, and Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions (Order) against Scott Fine and Kevin Boyle. The Order finds that on May 25, 2004, the U.S. District Court for the Middle District of Florida, entered final judgments permanently enjoining Fine and Boyle from violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Exchange Act of 1934, and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 in the civil action entitled SEC v. KS Advisors, Inc., et al., Case No.: 2:04-CV-105-FTM-29DNF-STEELE (M.D. Fla.). The Commission's complaint alleged, among other things, the Fine and Boyle violated of the antifraud provisions of the federal securities laws in connection with the securities offering of KS Condor Partners, LTD., II, and Damian Partners, LLC. From approximately October 2000 through at least June 2003, Fine and Boyle were registered representatives associated with a broker-dealer, KESCO Securities Corp., which was registered with the Commission, and were co-owners of KS Advisors, Inc., an unregistered investment adviser. Based on the above, the Order bars Fine and Boyle from association with any broker, dealer or investments adviser. Fine and Boyle consented to the issuance of the Order without admitting or denying any of the allegations in the civil injunctive action. (Rels. 34-49862; IA-2249; File No. 3-11520) SEC SEEKS TO CHARGE FOUR PRINCIPALS OF HEDGE FUND MANAGER BEACON HILL ASSET MANAGEMENT WITH FRAUD AND EXPANDS CASE AGAINST BEACON HILL On June 15, the Commission filed, subject to the approval of the Court, an amended complaint in this pending action naming as defendants the four principals of Beacon Hill Asset Management LLC, a hedge fund manager located in Summit, New Jersey, and expanding the charges against Beacon Hill. The four principals are John D. Barry, the President, Thomas P. Daniels, the Chief Investment Officer, John M. Irwin, the Senior Portfolio Manager, and Mark P. Miszkiewicz, the Chief Financial Officer. The SEC filed the original complaint in this action on Nov. 7, 2002, charging Beacon Hill with fraud. The amended complaint alleges, among other things, that the four principals of Beacon Hill together implemented a fraudulent scheme that resulted in investors losing more than $300 million. The allegations are that from at least the beginning of 2002 through October 2002, Beacon Hill and its principals made material misrepresentations to investors and engaged in other fraudulent conduct. The misrepresentations concerned the methodology Beacon Hill used for calculating the net asset values of the hedge funds it managed; the hedging and trading strategy for the purportedly "market neutral" funds; and the value and performance of the funds. The SEC alleges that by engaging in this and other conduct, Beacon Hill, Barry, Daniels, Irwin, and Miszkiewicz violated Section 17(a)(1), (2) and (3) of the Securities Act of 1933, and Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 thereunder. Additionally, through this conduct Beacon Hill violated Sections 206(1), (2) and (3) of the Investment Advisers Act of 1940, and defendants Barry, Daniels, Irwin, and Miszkiewicz aided and abetted Beacon Hill's violations of these sections. The Commission seeks from the defendants permanent injunctions, disgorgement plus prejudgment interest, and civil penalties. The amended complaint also names as relief defendants and seeks disgorgement from the wives of the principals of Beacon Hill. [SEC v. Beacon Hill Asset Management LLC, John D. Barry, Thomas P. Daniels, John M. Irwin, and Mark P. Miszkiewicz, Defendants, and Beacon Hill Master, Ltd., Bristol Fund, Ltd., Safe Harbor Fund L.P., Safe Harbor Asset Management LLC, Milestone Plus Partners L.P., Milestone Global Advisors, L.P., Nancy Daniels, Marie Irwin, Ellen Lynch and Jennifer Tindell, Relief Defendants, Civil Action No. 02 CV 8855 (LAK) SDNY] (LR-18745A) SEC CHARGES HUSBAND OF LAW FIRM SECRETARY WITH INSIDER TRADING, ALONG WITH NEW JERSEY BUSINESSMAN AND FORMER NEW JERSEY POLITICAL FIGURE The Commission today filed a complaint in the U.S. District Court for the Southern District of New York alleging that Fiore J. Gallucci, Ronald A. Manzo, and Gary B. Taffet engaged in repeated instances of insider tipping and trading involving the securities of several companies ahead of public announcements that the companies were targets in contemplated business combinations. The Commission alleges that Gallucci, Manzo, and Taffet, through their insider tipping and trading, each violated the antifraud provisions and the tender offer trading provisions of the federal securities laws. The Commission seeks a final judgment ordering the defendants to disgorge all illegal profits, including those of their tippees, with prejudgment interest thereon; imposing civil money penalties; and enjoining each of the defendants from future violations of the federal securities laws. The Commission's complaint alleges that, at various times during 1998 and 1999, Gallucci, at the time a bond salesman, learned the identities of the target companies from his wife, a secretary for a senior mergers and acquisitions partner at the law firm of Skadden Arps Slate Meagher & Flom (Skadden Arps) in New York. Skadden Arps represented a company in connection with each of these contemplated business combinations, and Gallucci's wife learned the target companies' identities in the course of her employment. The complaint alleges that she disclosed the information to Gallucci only after he expressly assured her that he would not disclose it to others or use it for trading purposes. The complaint also alleges that, although Gallucci himself did not trade on the basis of the information, he did misappropriate it from his wife by disclosing it and its source to Manzo, his long-time friend and owner of a New Jersey insurance company that did business with local government entities in New Jersey. Manzo purchased securities of the target companies, garnering illegal profits of more than $900,000. The complaint further alleges that, in addition, Manzo tipped a friend, Taffet, who was an owner of a company that provided insurance advice to local government entities in New Jersey and who had strong political ties in the state. Taffet purchased securities of several of the target companies, resulting in illegal profits of approximately $247,000. The complaint also alleges that Manzo and Taffet each tipped other individuals who themselves traded on the basis of those tips, and one of those individuals tipped two others, who also traded. The total additional illicit profits from these direct and indirect tippees is approximately $1.8 million. The Commission's investigation is continuing. The Commission acknowledges the assistance and cooperation of the New York Stock Exchange, the American Stock Exchange, and the Office of the U.S. Attorney for the Southern District of New York. [SEC v. Fiore J. Gallucci, Ronald A. Manzo, and Gary B. Taffet, No. 04 CV 04493 (SAS) SDNY] (LR-18746) COURT ISSUES PRELIMINARY INJUNCTION AND ORDER FREEZING ASSETS IN CONNECTION WITH A $36 MILLION AFFINITY FRAUD TARGETING KOREAN INVESTORS The Commission announced that on June 8 the Honorable Gary A. Feess, U.S. District Judge for the Central District of California, issued a preliminary injunction in connection with a $36 million affinity fraud perpetrated by C+ Capital Management, LLC and its principal owner and managing member, Won Charlie Yi, age 34. The Court: (1) granted the Commission's request for a preliminary injunction against C+ Capital; (2) continued to freeze assets of C+ Capital and Yi; (3) prohibited the destruction of documents by the defendants; and (4) ordered accountings from the defendants. C+ Capital is a Delaware limited liability company registered as an investment adviser with the State of California. C+ Capital is headquartered in Los Angeles, California and operates an office in Seoul, South Korea. C+ Capital and Yi (also known as Won Charles Yi, W. Charlie Yi, W. Charles Yi, Won Chong Yi, and Charlie Yi), engaged in a scheme that targeted primarily members of the Korean community in Los Angeles. The Commission's complaint alleges that the defendants raised at least $36 million by soliciting members of the Korean community to invest funds through C+ Capital. According to the complaint, Yi misrepresented to investors that C+ Capital would establish brokerage accounts at Carlin Equities Corp., a registered broker-dealer, in which Yi would buy and sell stocks on behalf of the investors at discounted prices. He then instructed his clients to make checks payable to "Carlin Corp." The Commission further alleges that Yi not only failed to open brokerage accounts for his advisory clients, but he also deposited the checks into a bank account held in his own name. Yi then provided the clients with fabricated Carlin account statements, and lulled investors when they later sought to withdraw funds from their accounts by giving them various reasons why their holdings could not or should not be immediately liquidated. The Commission obtained a preliminary injunction enjoining C+ Capital from committing securities fraud in violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The order also preliminarily enjoins C+ Capital from committing securities fraud in violation of Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. A preliminary injunction was not obtained against Yi, since he has left the country and has not been served. The Court did order a continued freeze on the assets of C+ Capital and Yi. In addition to the relief granted by the Court, the Commission seeks a final judgment against C+ Capital enjoining it from future violations of the foregoing antifraud provisions, ordering disgorgement of ill-gotten gains, and assessing civil penalties. The Commission will also seek a final judgment after it serves Yi, enjoining him from violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and violations or aiding and abetting violations of Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. [SEC v. C+ Capital Management, LLC & Won Charlie Yi, USDC, CDCA, Civil Action No. CV 04-3670 GAF (VBKx)] (LR-18747) SEC SUES FORMER NETWORK ASSOCIATES, INC. CHIEF FINANCIAL OFFICER FOR ACCOUNTING FRAUD AND INSIDER TRADING On June 16, the Commission filed civil fraud charges in the U.S. District Court for the Northern District of California against Prabhat K. Goyal. Goyal was Vice President and Chief Financial Officer at Santa Clara, California-based software manufacturer Network Associates, Inc. until his departure in 2000. The Commission's complaint alleges that from the second quarter of fiscal 1998 through the fourth quarter of fiscal 2000, Goyal engaged in a fraudulent scheme to, among other things, overstate Network Associates' revenue and earnings in violation of the federal securities laws. The Commission's complaint also alleges that Goyal sold stock while in possession of material non-public information regarding the financial fraud at Network Associates. According to the complaint, Network Associates oversold products to its distributors and Goyal oversaw the improper recognition of hundreds of millions of dollars of revenue. In particular, the complaint alleges that Goyal and others at his direction: * used a wholly-owned Network Associates subsidiary to repurchase products previously sold to distributors in order to reduce distributor inventory levels and limit product returns, * made secret payments to distributors to induce them to hold excess inventory and buy more products, * offered distributors deep discounts and rebates on amounts that distributors already owed to Network Associates for prior product purchases and from which Network Associates already had recorded revenues, and * sold products to distributors on consignment in violation of Network Associates' written sales contracts and stated revenue recognition practices. The complaint further alleges that Goyal took action to conceal the fraud, directing that payments and discounts to distributors be misrecorded in Network Associates's books, and directing the release of unrelated tax reserves to cover payments to distributors and to increase inadequate sales reserves. The complaint alleges that Goyal knowingly or recklessly defrauded investors through the reporting of false and materially misleading financial information in periodic reports, financial statements, and securities registration statements that Network Associates filed with the Commission, in press releases, and in other public statements. The Commission's complaint seeks to permanently enjoin Goyal from violating, or aiding and abetting future violations of, the antifraud provisions of the federal securities laws, Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Exchange Act Rule 10b-5; from violating the provisions of the federal securities laws that prohibit falsifying corporate records and lying to accountants, Exchange Act Section 13(b)(5) and Exchange Act Rules 13b2-1 and 13b2-2; and from aiding and abetting future violations of certain reporting and recordkeeping provisions of the federal securities laws, Exchange Act Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B), and Exchange Act Rules 12b-20, 13a-1, and 13a-13. The complaint also seeks an accounting, disgorgement of ill-gotten gains both in the form of salary and bonuses and from sales of stock, prejudgment interest, civil money penalties, and an order prohibiting Goyal from acting as an officer or a director of any reporting company. The U.S. Attorney for the Northern District of California today announced criminal charges against Goyal arising from the same conduct charged in the Commission's complaint. This is the second lawsuit that the Commission filed in connection with accounting issues at Network Associates. See SEC v. Terry W. Davis, Litigation Release No. 18189 (June 12, 2003). The Commission thanks the U.S. Attorney's Office for the Northern District of California and the Federal Bureau of Investigation for their cooperation in this matter. The Commission's investigation into these matters is continuing. [SEC v. Prabhat K. Goyal, Civil Action No. C 04 2372 (MMC) NDCA] (LR-18748; AAE Rel. 2036) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGE The Emerging Markets Clearing Corporation filed a proposed rule change (SR-EMCC-2004-04) to (a) permanently amend its rule to shorten the time period when buy-ins and sell-outs may be initiated and executed and (b) make other conforming, technical changes to EMCC Rules. Publication of the proposal is expected in the Federal Register during the week of June 21. (Rel. 34-49851) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change (SR-Phlx-2004-32) and Amendment Nos. 1 and 2 thereto filed by the Philadelphia Stock Exchange relating to permit holder fees 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 June 21. (Rel. 34- 49856) WITHDRAWALS GRANTED An order has been issued granting the application of Atlas Pipeline Partners, L.P. to withdraw its common units (representing limited partnership interests) from listing and registration on the American Stock Exchange, effective at the opening of business on June 16. (Rel. 34-49860) An order has been issued granting the application of Bentley Pharmaceuticals, Inc. to withdraw its common stock, $.02 par value from listing and registration on the American Stock Exchange, effective at the opening of business on June 16. (Rel. 34-49861) 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 MAXXZONE COM INC, 1770 N GREEN VALLEY PARKWAY ST 3214, HENDERSON, NV, 89014, 702-616-7337 - 105,500,000 ($635,750.00) Equity, (File 333-116473 - Jun. 15) (BR. 08) S-8 ROXIO INC, 461 S MILPITAS BLVD, MILPITAS, CA, 95035, 4089572553 - 2,100,000 ($9,576,000.00) Equity, (File 333-116474 - Jun. 15) (BR. 03) S-2 AIRTRAX INC, 870B CENTRAL AVENUE, HAMMONTON, NJ, 08037, 609-567-7800 - 6,760,188 ($6,962,993.64) Equity, (File 333-116475 - Jun. 15) (BR. 05) S-3 ALLIANT TECHSYSTEMS INC, 5050 LINCOLN DRIVE, EDINA, MN, 55436-1097, 9523513000 - 280,000,000 ($289,275,000.00) Debt Convertible into Equity, (File 333-116476 - Jun. 15) (BR. 05) S-3 PPL ENERGY SUPPLY LLC, TWO NORTH NINETH STREET, ALLENTOWN, PA, 18101, 6107745151 - 0 ($500,000,000.00) Non-Convertible Debt, (File 333-116477 - Jun. 15) (BR. 02) S-3 PPL CORP, TWO N NINTH ST, ALLENTOWN, PA, 181011179, 6107745151 - 0 ($500,000,000.00) Other, (File 333-116478 - Jun. 15) (BR. 02) N-2 Kayne Anderson Midstream Investment CO, 1800 AVENUE OF THE STARS, SECOND FLOOR, LOS ANGELES, CA, 90067, 310-229-9260 - 1,000 ($20,000.00) Equity, (File 333-116479 - Jun. 15) (BR. ) SB-2 VENUS BEAUTY SUPPLY INC, 250,000 ($12,500.00) Equity, (File 333-116480 - Jun. 15) (BR. ) S-8 PPT VISION INC, 12988 VALLEY VIEW ROAD, EDEN PRAIRIE, MN, 55344, 9529969500 - 0 ($405,000.00) Equity, (File 333-116481 - Jun. 15) (BR. 36) S-1 INTERLINE BRANDS, INC./DE, 801 W. BAY STREET, JACKSONVILLE, FL, 32204, 904-421-1400 - 0 ($230,000,000.00) Equity, (File 333-116482 - Jun. 15) (BR. ) S-8 NEIGHBORCARE INC, NEIGHBORCARE, INC., 601 EAST PRATT STREET THIRD FLOOR, BALTIMORE, MD, 21202, (410) 528-7300 - 0 ($153,600,000.00) Equity, (File 333-116483 - Jun. 15) (BR. 01) S-8 EL CAPITAN PRECIOUS METALS INC, 7315 EAST PEAKVIEW AVE, BLDG 8, ENGLEWOOD, CO, 80111, 3037968940 - 1,600,000 ($960,000.00) Equity, (File 333-116484 - Jun. 15) (BR. 04) S-8 C-CHIP TECHNOLOGIES CORP, 4710 ST-AMROISE, SUITE 227, MONTREAL, A8, H4C 2C7, (514) 337-2447 - 5,000,000 ($3,900,000.00) Equity, (File 333-116485 - Jun. 15) (BR. 37) S-3 SUNTERRA CORP, 3865 W CHEYENNE AVENUE, BUILDING NO. 5, NORTH LAS VEGAS, NV, 89032, 7028048600 - 0 ($95,000,000.00) Other, (File 333-116486 - Jun. 15) (BR. 08) S-8 ABM INDUSTRIES INC /DE/, 160 PACIFIC AVENUE, SUITE 222, SAN FRANCISCO, CA, 94111, 4157334000 - 0 ($36,280,000.00) Equity, (File 333-116487 - Jun. 15) (BR. 08) S-8 BB&T CORP, 200 WEST SECOND STREET, WINSTON-SALEM, NC, 27101, 3367332000 - 25,000,000 ($931,250,000.00) Equity, (File 333-116488 - Jun. 15) (BR. 07) S-8 HEALTH FITNESS CORP /MN/, 3500 W 80TH ST, STE 130, BLOOMINGTON, MN, 55431, 6128316830 - 0 ($2,422,500.00) Equity, (File 333-116489 - Jun. 15) (BR. 01) S-1 LOWRANCE ELECTRONICS INC, 12000 E SKELLY DR, TULSA, OK, 74128, 9184376881 - 0 ($88,685,010.00) Equity, (File 333-116490 - Jun. 15) (BR. 05) SB-2 CALYPTE BIOMEDICAL CORP, 1265 HARBOR BAY PARKWAY, ALAMEDA, CA, 94502-, 5107495100 - 83,056,050 ($44,850,267.00) Equity, (File 333-116491 - Jun. 15) (BR. 36) SB-2 AMERICAN NATURAL ENERGY CORP, 7030 SOUTH YALE, SUITE 404, TULSA, OK, 74136, 9184811440 - 6,616,414 ($1,654,104.00) Equity, (File 333-116492 - Jun. 15) (BR. 09) S-8 STOCK MARKET SOLUTIONS INC, 1752 NW THIRD TERRACE, SUITE 118-C, FORT LAUDERDALE, FL, 33311, 9545241452 - 3,550,000 ($248,500.00) Equity, (File 333-116493 - Jun. 15) (BR. 03) S-3 AVITAR INC /DE/, 65 DAN ROAD, SUITE 202, CANTON, MA, 02021, 7818212440 - 19,400,000 ($2,716,000.00) Equity, (File 333-116494 - Jun. 15) (BR. 36) S-3 FPIC CAPITAL STATUTORY TRUST IV, 225 WATER STREET, SUITE 1400, JACKSONVILLE, FL, 32202, 904-354-2482 - 0 ($100,000,000.00) Other, (File 333-116495 - Jun. 15) (BR. ) S-8 INTELSAT LTD, DUNDONALD HOUSE 14 DUNDONALD STREET WEST, HAMILTON HM 09, D0, 00000, 441-294-1650 - 0 ($142,355,196.00) Equity, (File 333-116496 - Jun. 15) (BR. 37) S-8 ROTONICS MANUFACTURING INC/DE, 17022 S FIGUEROA ST, GARDENA, CA, 90248, 3105384932 - 0 ($1,419,500.00) Equity, (File 333-116497 - Jun. 15) (BR. 06) S-8 USA TELCOM INTERNATIONALE, 6655 W. SAHARA, SUITE 200, LAS VEGAS, NV, 89146, (702) 524-4149 - 7,500,000 ($225,000.00) Equity, (File 333-116498 - Jun. 15) (BR. 37) S-8 INTUITIVE SURGICAL INC, 4085232100 - 3,156,218 ($56,117,556.04) Equity, (File 333-116499 - Jun. 15) (BR. 36) S-8 FPL GROUP INC, 700 UNIVERSE BLVD, JUNO BEACH, FL, 33408, 5616944000 - 4,000,000 ($251,960,000.00) Equity, (File 333-116501 - Jun. 15) (BR. 02) S-8 BB&T CORP, 200 WEST SECOND STREET, WINSTON-SALEM, NC, 27101, 3367332000 - 2,088,749 ($77,805,900.00) Equity, (File 333-116502 - Jun. 15) (BR. 07) S-3 PREMCOR INC, 1700 EAST PUTNAM AVENUE, SUITE 400, OLD GREENWICH, CT, 06870, 2036987500 - 0 ($531,600,000.00) Equity, (File 333-116503 - Jun. 15) (BR. 04) S-3 ENDURANCE SPECIALTY HOLDINGS LTD, 4 PAR LA VILLE ROAD, HAMILTON HM 08 BERMUDA, D0, 00000, 441-278-0400 - 38,069,699 ($1,800,080,221.00) Other, (File 333-116505 - Jun. 15) (BR. 01) S-8 PTEK HOLDINGS INC, 3399 PEACHTREE RD NE, LENOX BLDG STE 400, ATLANTA, GA, 30326, 4042628400 - 4,000,000 ($44,080,000.00) Equity, (File 333-116506 - Jun. 15) (BR. 37) S-8 BEARD CO /OK, 5600 N MAY AVE, STE 320, OKLAHOMA CITY, OK, 73112, 4058422333 - 400,000 ($512,000.00) Equity, (File 333-116507 - Jun. 15) (BR. 06) S-8 NAVIDEC INC, FIDDLERS GREEN CENTER, 6399 S FIDDLERS GREEN CIRCLE, GREENWOOD VILLAGE, CO, 80111, 3032221000 - 3,000,000 ($4,500,000.00) Equity, (File 333-116508 - Jun. 15) (BR. 03) S-3 WELLS FARGO ASSET SECURITIES CORP, 7485 NEW HORIZON WAY, FREDERICK, MD, 21703, 3018468881 - 0 ($1,000,000.00) Mortgage Backed Securities, (File 333-116509 - Jun. 15) (BR. 05) S-3 CALPINE CORP, 50 WEST SAN FERNANDO ST, SAN JOSE, CA, 95113, 4089955115 - 0 ($900,000,000.00) Debt Convertible into Equity, (File 333-116510 - Jun. 15) (BR. 02) S-8 BOSTON PRIVATE FINANCIAL HOLDINGS INC, 10 POST OFFICE SQ, BOSTON, MA, 02109, 6175561900 - 0 ($91,920,000.00) Equity, (File 333-116511 - Jun. 15) (BR. 07) SB-2 NETSOL TECHNOLOGIES INC, 24025 PARK SORRENTO, SUITE 222, CALABASAS, CA, 91302, 8182229195 - 0 ($3,863,308.50) Equity, (File 333-116512 - Jun. 15) (BR. 03) S-8 ANALYTICAL SURVEYS INC, 11900 CROWNPOINT DRIVE, ., SAN ANTONIO, TX, 78233, 210-657-1500 - 0 ($1,020,439.00) Equity, (File 333-116513 - Jun. 15) (BR. 08) SB-2 OBN HOLDINGS, 8275 SOUTH EASTERN AVENUE, SUITE 200, LAS VEGAS, NV, 89123, 7029380467 - 1,687,395 ($5,062,185.00) Equity, (File 333-116514 - Jun. 15) (BR. 37) 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 ------------------------------------------------------------------------------------------------ 1ST CENTENNIAL BANCORP CA X 06/15/04 ABRAXAS PETROLEUM CORP NV X 06/03/04 ADEPT TECHNOLOGY INC CA X 06/15/04 ADVANCED MEDICAL OPTICS INC DE X X 06/15/04 AEP INDUSTRIES INC DE X 06/10/04 AGU Entertainment Corp. CO X X X 04/01/04 AMEND ALEXION PHARMACEUTICALS INC DE X X 06/14/04 ALLEGHENY TECHNOLOGIES INC DE X X 06/01/04 AMERICAN COMMUNITY BANCSHARES INC NC X X X 04/15/04 AMEND AMERICAN ENTERTAINMENT & ANIMATION CO DE X 06/09/04 AMERICAN HOME MORTGAGE SECURITIES LLC DE X 05/25/04 AMERICAN HOME MORTGAGE SECURITIES LLC DE X 05/25/04 AMERICAN HONDA RECEIVABLES CORP CA X 06/15/04 AMERICAN VANTAGE COMPANIES NV X X 06/10/04 AMERICAS CARMART INC TX X 06/14/04 AmeriCredit Automobile Receivables Tr DE X X 05/28/04 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 06/15/04 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 06/15/04 AML COMMUNICATIONS INC DE X 06/15/04 ANALEX CORP NY X X 06/07/04 ARIAD PHARMACEUTICALS INC DE X 06/15/04 ASSET BACKED PASS THRU CERTS SERIES 2 DE X X 06/15/04 ATA HOLDINGS CORP IN X X 06/15/04 ATLAS AMERICA INC DE X 06/15/04 ATLAS PIPELINE PARTNERS LP DE X 06/15/04 BANC CORP DE X X 06/14/04 BANK ONE DELAWARE NATIONAL ASSOCIAT X X 06/10/04 BANK ONE DELAWARE NATIONAL ASSOCIAT X X 06/15/04 BANK ONE DELAWARE NATIONAL ASSOCIAT X 06/15/04 BANK ONE DELAWARE NATIONAL ASSOCIAT X X 06/15/04 BANK ONE CORP DE X X 06/14/04 BEVERLY ENTERPRISES INC DE X 06/14/04 BIG BUCK BREWERY & STEAKHOUSE INC MI X 06/15/04 BIOVERIS CORP DE X 06/15/04 BROWN TOM INC /DE DE X X 06/14/04 BRT REALTY TRUST MA X 06/14/04 BUCA INC /MN MN X 06/15/04 CALLAWAY GOLF CO /CA DE X 06/15/04 CALLON PETROLEUM CO DE X X 06/14/04 CALPINE CORP DE X 06/14/04 CANARGO ENERGY CORP DE X X 06/15/04 CAPITAL ONE FUNDING LLC X X 06/10/04 CAPITAL ONE MASTER TRUST NY X X 06/10/04 CarMax Auto Owner Trust 2004-1 DE X X 06/15/04 CARREKER CORP DE X 06/15/04 CARRIAGE SERVICES INC DE X X 06/14/04 CASEYS GENERAL STORES INC IA X 06/15/04 CELTRON INTERNATIONAL INC NV X 06/09/04 CHARLES RIVER ASSOCIATES INC MA X X 06/15/04 CHARLES RIVER ASSOCIATES INC MA X 04/30/04 AMEND CHINA CABLE & COMMUNICATION INC DE X X 06/14/04 CHIRON CORP DE X X 06/14/04 CIRCUIT CITY STORES INC VA X 06/15/04 CITIBANK OMNI-S MASTER TRUST NY X X 06/15/04 CITIBANK SOUTH DAKOTA N A DE X 05/25/04 CITIBANK SOUTH DAKOTA N A DE X 05/25/04 CLINICAL TRIALS ASSISTANCE CORP X 06/15/04 CLINICAL TRIALS ASSISTANCE CORP X X X X 04/14/04 AMEND COASTAL CARIBBEAN OILS & MINERALS LTD D0 X 06/15/04 COCA COLA CO DE X X 06/15/04 COLLEGE LOAN CORP TRUST I DE X X 05/31/04 Collegiate Funding Services Education DE X X 05/31/04 COMMSCOPE INC DE X X X 06/15/04 COMMUNITY BANCORP /VT VT X 06/11/04 CONNETICS CORP DE X X 06/15/04 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 06/15/04 CREDO PETROLEUM CORP CO X 06/14/04 CRIIMI MAE INC MD X 06/14/04 CRITICAL PATH INC CA X X 06/11/04 CSP INC /MA/ MA X 06/15/04 CTS CORP IN X X 06/14/04 CWALT INC ALTERNATIVE LOAN TRUST 2004 X 04/25/04 CWALT INC ALTERNATIVE LOAN TRUST 2004 X 04/25/04 DANIELSON HOLDING CORP DE X X 06/11/04 DATASCOPE CORP DE X 06/10/04 DEERE & CO DE X 06/15/04 DEL GLOBAL TECHNOLOGIES CORP NY X X 06/15/04 DISCOVER CARD MASTER TRUST I DE X 06/15/04 DISCOVERY LABORATORIES INC /DE/ DE X X 06/15/04 DONAR ENTERPRISES INC DE X X 06/11/04 DOT HILL SYSTEMS CORP NY X X 06/14/04 ECB BANCORP INC NC X X 06/15/04 ECHEX WORLDWIDE CORP NV X X X 04/01/04 AMEND EDUCATION FUNDING CAPITAL TRUST-IV DE X X 06/11/04 EL PASO CGP CO DE X 06/14/04 EL PASO CORP/DE DE X 04/06/04 EL PASO NATURAL GAS CO DE X 04/06/04 EMC INSURANCE GROUP INC IA X 06/15/04 EMERITUS CORP\WA\ WA X X 04/01/04 AMEND ENERGY CORP OF AMERICA WV X 06/14/04 ENSCO INTERNATIONAL INC DE X 06/15/04 ENVIROKARE TECH INC NV X X 06/15/04 ENVIRONMENTAL POWER CORP DE X X 06/01/04 AMEND ENXNET INC OK X 06/14/04 EPIC FINANCIAL CORP NV X X X 03/31/03 AMEND EQUITY OFFICE PROPERTIES TRUST MD X X 06/10/04 EURONET WORLDWIDE INC DE X 05/27/04 AMEND EVOLVING SYSTEMS INC DE X 06/14/04 EXELON CORP PA X 06/15/04 FALCON PRODUCTS INC /DE/ DE X X 06/15/04 FIFTH THIRD BANCORP OH X X 06/15/04 FIRST HORIZON ASSET SECURITIES INC DE X X 05/27/04 FIRST HORIZON ASSET SECURITIES INC DE X X 05/27/04 FIRST HORIZON ASSET SECURITIES INC DE X X 05/27/04 FLEET CREDIT CARD MASTER TRUST II NY X 06/15/04 FNANB CREDIT CARD MASTER NOTE TRUST X 06/15/04 FNANB CREDIT CARD MASTER TRUST X 06/15/04 Ford Credit Auto Owner Trust 2004-A DE X X 05/31/04 FULL CIRCLE PROMOTIONS INC NV X 06/09/04 FULTON FINANCIAL CORP PA X X 06/14/04 GASCO ENERGY INC NV X 06/15/04 GATEWAY INC DE X X 06/15/04 GENERAL MOTORS CORP DE X 06/14/04 GENESCO INC TN X X 04/01/04 AMEND GEOGLOBAL RESOURCES INC DE X 06/14/04 GERBER SCIENTIFIC INC CT X 06/15/04 GIANT GROUP LTD DE X X 05/27/04 GLIMCHER REALTY TRUST MD X X 06/15/04 AMEND GLOBAL POWER EQUIPMENT GROUP INC/ DE X 06/15/04 GMAC EDUCATION LOAN FUNDING TRUST I DE X X 06/15/04 GS MORTGAGE SECURITIES CORP DE X X 06/09/04 HANCOCK JOHN LIFE INSURANCE CO MA X X 06/14/04 HEALTHTRONICS SURGICAL SERVICES INC GA X X 06/11/04 HEALTHTRONICS SURGICAL SERVICES INC GA X 06/15/04 HEILIG MEYERS CO VA X 04/30/04 HEPALIFE TECHNOLOGIES INC FL X X 06/15/04 HOMECOM COMMUNICATIONS INC DE X X X 05/31/04 HOOPER HOLMES INC NY X 06/15/04 INDEPENDENCE HOLDING CO DE X 06/14/04 INN OF THE MOUNTAIN GODS RESORTS & CA X 06/15/04 INPUT OUTPUT INC DE X X 05/10/04 AMEND INSIGHT HEALTH SERVICES HOLDINGS CORP X 04/01/04 AMEND INTERLINE BRANDS INC X 05/19/04 INTERNATIONAL WIRELESS INC MD X 06/14/04 INTREPID TECHNOLOGY & RESOURCE INC ID X X 06/05/02 AMEND ISCO INC NE X X 06/15/04 J P MORGAN CHASE & CO DE X X 06/15/04 JAMESON INNS INC GA X X 06/15/04 JP MORGAN CHASE COMMERCIAL MORTGAGE S DE X X 06/09/04 JP MORGAN CHASE COMMERCIAL MORTGAGE S DE X 06/15/04 JPS INDUSTRIES INC DE X X 06/15/04 KELLWOOD CO DE X X X 06/15/04 LAKES ENTERTAINMENT INC MN X X 06/14/04 LANDRYS RESTAURANTS INC DE X X 06/15/04 LEHMAN ABS CORP VERIZON NY DEBENTURE DE X 06/14/04 LEHMAN BROTHERS HOLDINGS INC DE X X 06/15/04 LEXINGTON CORPORATE PROPERTIES TRUST MD X X 06/04/04 LIFEWAY FOODS INC IL X X 03/29/04 AMEND LITHIUM TECHNOLOGY CORP DE X 06/14/04 LML PAYMENT SYSTEMS INC A1 X X 06/14/04 LOEHMANNS HOLDINGS INC DE X X 06/09/04 LONG BEACH ACCEPTANCE CORP AUTO RECEI X X 06/15/04 LOWRANCE ELECTRONICS INC DE X X 06/15/04 MARATHON OIL CORP DE X X 06/15/04 MARCONI CORP PLC X0 X 06/15/04 MBNA AMERICA BANK NATIONAL ASSOCIATIO DE X X 06/15/04 MBNA AMERICA BK NAT ASSOC MBNA MASTER X X 05/31/04 MBNA CORP MD X 05/31/04 MBNA CREDIT CARD MASTER NOTE TRUST X X 05/31/04 MDU COMMUNICATIONS INTERNATIONAL INC DE X X 06/01/04 MED-DESIGN CORP DE X 04/01/04 AMEND MEDINA COFFEE INC NV X X 06/14/04 MEDQUIST INC NJ X 06/15/04 METRIS RECEIVABLES INC DE X X 05/31/04 METRIS RECEIVABLES INC DE X X 05/31/04 MICROFINANCIAL INC MA X X 06/10/04 MISSISSIPPI CHEMICAL CORP /MS/ MS X X 06/15/04 MK RESOURCES CO DE X X 06/09/04 MK RESOURCES CO DE X X 06/10/04 MOBILEPRO CORP DE X X 06/09/04 NATIONAL CITY AUTO RECEIVABLES TRUST DE X X 06/15/04 NATIONAL CITY AUTO RECEIVABLES TRUST X X 06/15/04 NATIONAL CITY CREDIT CARD MASTER TRUS X X 06/15/04 NATIONAL HEALTH INVESTORS INC MD X 06/15/04 NATIONAL HEALTH REALTY INC MD X 06/14/04 NATIONAL HEALTHCARE CORP DE X 06/14/04 NATIONAL MEDICAL HEALTH CARD SYSTEMS NY X 06/15/04 NATIONAL MEDICAL HEALTH CARD SYSTEMS NY X X 04/01/04 NB&T FINANCIAL GROUP INC OH X 06/15/04 NEWFIELD EXPLORATION CO /DE/ DE X 06/15/04 NOBILITY HOMES INC FL X 06/03/04 NORTEL NETWORKS CORP X X X 06/15/04 NORTEL NETWORKS LTD X X X 06/15/04 NORTHEAST UTILITIES SYSTEM MA X 06/14/04 ORACLE CORP /DE/ DE X X 06/15/04 OSTEOTECH INC DE X 06/14/04 P COM INC DE X X 06/15/04 PACIFIC CMA INC CO X 06/11/04 PARADISE MUSIC & ENTERTAINMENT INC DE X X 10/03/03 PATAPSCO BANCORP INC MD X 04/01/04 AMEND PEABODY ENERGY CORP DE X X 06/10/04 PHOENIX FOOTWEAR GROUP INC DE X X 06/15/04 PHOENIX FOOTWEAR GROUP INC DE X X 06/15/04 PHOENIX GROUP CORP DE X X 06/01/04 PHOENIX GROUP CORP DE X 06/10/04 PLAINS EXPLORATION & PRODUCTION CO DE X X 06/15/04 POOLED AUTO SECURITIES SHELF LLC DE X X 06/15/04 PRAXIS PHARMACEUTICALS INC/CN UT X X 06/15/04 PRECISION OPTICS CORPORATION INC MA X X 06/14/04 PRIDE INTERNATIONAL INC DE X X 06/10/04 PRIME MEDICAL SERVICES INC /TX/ DE X 06/15/04 PRIME RECEIVABLES CORP DE X 06/14/04 PRINCIPAL FINANCIAL GROUP INC DE X 06/07/04 PROVIDENTIAL HOLDINGS INC NV X X 06/07/04 PROVIDIAN FINANCIAL CORP DE X 05/31/04 PYRAMID OIL CO CA X 06/03/04 RAILAMERICA INC /DE DE X X 06/10/04 RAILAMERICA INC /DE DE X X 06/15/04 RANGE RESOURCES CORP DE X X 06/14/04 REII INC DE X 06/14/04 RESERVE BANCORP INC PA X X 06/14/04 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 06/15/04 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 06/15/04 RESOURCE AMERICA INC DE X 06/15/04 REXNORD CORP DE X X 06/15/04 ROBERTS REALTY INVESTORS INC GA X X 06/02/04 ROCHESTER MEDICAL CORPORATION MN X X X 06/14/04 ROCKFORD CORP AZ X X 06/07/04 ROCKFORD CORP AZ X X 06/10/04 RS GROUP OF COMPANIES INC FL X 06/14/04 SABRE HOLDINGS CORP DE X 06/15/04 SCHICK TECHNOLOGIES INC DE X X 06/15/04 SCHLUMBERGER LTD /NV/ P8 X X 06/15/04 SCIENTIFIC LEARNING CORP DE X 05/04/04 SELECT MEDICAL CORP DE X 06/15/04 SENETEK PLC /ENG/ X X 06/15/04 SHERWOOD BRANDS INC NC X X 06/15/04 SHIRE PHARMACEUTICALS GROUP PLC X X 06/15/04 SMARTIRE SYSTEMS INC X 06/14/04 SMITHTOWN BANCORP INC NY X 06/14/04 SONIC INNOVATIONS INC DE X X 06/14/04 STANDARD MICROSYSTEMS CORP DE X X 05/31/04 STATER BROS HOLDINGS INC DE X X 06/15/04 STRATECO RESOURCES INC X 05/17/04 AMEND STRUCTURED ASSET MORTGAGE INVESTMENTS DE X X 06/02/04 STRUCTURED ASSET SECURITIES CORP DE X 06/15/04 SUB SURFACE WASTE MANAGEMENT OF DELAW DE X X 06/10/04 SUNLINK HEALTH SYSTEMS INC OH X X 06/01/04 SYS CA X X 03/31/04 AMEND T & G2 NV X X 04/29/04 TBA ENTERTAINMENT CORP DE X X 06/11/04 TELECOM COMMUNICATIONS INC X X 04/16/04 TELEDYNE TECHNOLOGIES INC DE X X 06/15/04 TELEX COMMUNICATIONS INTERMEDIATE HOL X X 06/15/04 TEMECULA VALLEY BANCORP INC DE X 06/15/04 TEREX CORP DE X X 06/15/04 TL ADMINISTRATION CORP DE X X 06/15/04 TOMAHAWK INDUSTRIES INC NV X 02/27/04 AMEND TOREADOR RESOURCES CORP DE X 06/15/04 TREY INDUSTRIES INC DE X X 06/02/04 TRIDENT MICROSYSTEMS INC DE X X 06/14/04 TURBODYNE TECHNOLOGIES, INC NV X 05/20/04 U S PLASTIC LUMBER CORP NV X X 05/31/04 ULTRALIFE BATTERIES INC DE X X 06/15/04 UNITED INDUSTRIES CORP DE X X 06/15/04 USCORP NV X X 05/29/04 VALENCE TECHNOLOGY INC DE X X 06/14/04 VCG HOLDING CORP X X 06/15/04 VERMONT PURE HOLDINGS LTD/DE DE X X 06/15/04 VERSANT CORP CA X 06/14/04 VISTEON CORP DE X X 06/14/04 VITRIA TECHNOLOGY INC DE X 06/15/04 VL DISSOLUTION CORP CO X X 06/14/04 WACHOVIA ASSET SECURIT ISSUANCE LLC 2 NC X X 05/25/04 WACHOVIA ASSET SECURITIZATION INC 200 NC X X 03/25/04 WACHOVIA ASSET SECURITIZATION INC AST NC X X 05/25/04 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 06/10/04 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 06/14/04 WATER PIK TECHNOLOGIES INC DE X X 06/14/04 WELLS FARGO ASSET SECURITIES CORP DE X X 06/14/04 WHITELIGHT TECHNOLOGIES INC NV X X 06/14/04 WILEY JOHN & SONS INC NY X 04/30/04 WORLD FUEL SERVICES CORP FL X X 04/16/04 AMEND YAMAHA MOTOR RECEIVABLES CORP DE X 06/15/04 YELLOW ROADWAY CORP DE X X 06/14/04 ZEPPELIN ENERGY INC DE X 05/27/04 ZYNEX MEDICAL HOLDINGS INC NV X 02/11/04 AMEND INFONET SERVICES CORP X X 06/11/04