SEC NEWS DIGEST Issue 2003-158 August 18, 2003 ENFORCEMENT PROCEEDINGS ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST JOHN DELPRINCE On August 15, the Commission instituted public administrative proceedings against John DelPrince (DelPrince). The Division of Enforcement alleges that on Feb. 25, 2003, the Commission filed a civil action entitled SEC v. Robert A. Magnan, et al., Civil Action Number 8:03-CV-0321-T-27, against DelPrince, president and majority shareholder of Old Dominion Securities, Inc., (Old Dominion), a broker-dealer registered with the Commission, and others (Complaint). The Complaint alleged, among other things, that Old Dominion, aided and abetted by DelPrince, permitted an individual barred by the Commission from association with any broker or dealer to become and remain associated with Old Dominion. An Order of Default Judgment of Permanent Injunction was entered against DelPrince on July 31, 2003 (Default Judgment). The Default Judgment permanently enjoined DelPrince from aiding and abetting any violation of Section 15(b)(6)(B)(ii) of the Securities Exchange Act of 1934, which prohibits broker-dealers from permitting an individual barred by the Commission from association with any broker or dealer to become and remain associated with any broker or dealer without the consent of the Commission. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order Instituting Proceedings are true, to provide DelPrince an opportunity to dispute these allegations, and to determine what, if any, remedial sanctions should be imposed against DelPrince. (Rel. 34-48350; File No. 3-11223) ANDERSON CHARGED EXCESSIVE MARKUPS AND MARKDOWNS On August 15, the Commission found that Mark David Anderson, former trader for Annandale Securities, Inc. and Armscott Securities, Ltd., charged retail customers excessive markups and markdowns in transactions involving various government and municipal securities between 1992 and 1997. Finding that his charges deviated significantly from industry norms, the Commission held that Anderson's actions in pricing these transactions were, at a minimum, highly unreasonable. Based on that finding, the Commission ordered Anderson to cease and desist from further violations, fined him $96,000, and required him to disgorge his profits from the violative trades. (Rels. 33-8265; 34-48352; File No. 3- 9499) BRIAN CASSIDY SANCTIONED FOR UNAUTHORIZED TRADING On August 15, the Commission instituted administrative and cease-and- desist proceedings against Brian R. Cassidy, a resident of Yardley, Pennsylvania, and simultaneously accepted his Offer of Settlement in which, without admitting or denying the Commission's findings, he agreed to the imposition of sanctions. The Commission's Order finds that, from January 1999 through April 2000, Cassidy was a portfolio manager with Penn Street Advisors, Inc. (Penn Street), which was then an investment adviser registered with the Commission. Cassidy was also a principal of a registered broker-dealer and an officer of a registered investment company during this same period. Cassidy resigned from these three entities in April 2000. The Order finds that from February 1999 through April 2000, Cassidy engaged in unauthorized equity trading in an account of one of Penn Street's advisory clients, resulting in a loss of approximately $1.2 million. Cassidy concealed his unauthorized trading by lying to the client and by creating and sending to the client false account statements. The Order finds that, as a result of his conduct, Cassidy violated the antifraud provisions of the federal securities laws, and willfully aided and abetted and caused violations of the books and records provisions of the Investment Advisers Act of 1940. The Commission ordered that Cassidy cease-and-desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 204, 206(1) and 206(2) of the Investment Advisers Act of 1940 and Rules 204-2(a)(1), (3) and (7) thereunder; be barred from association with any broker, dealer or investment adviser; and be prohibited from serving or acting in certain enumerated positions with a registered investment company. Based upon Cassidy's sworn representations in a statement of financial condition, the Order did not impose a civil penalty against Cassidy. (Rels. 33- 8266; 34-48354; IA-2158; IC-26150; File No. 3-11224) ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST LOUIS RATFIELD On August 18, the Commission instituted public administrative proceedings against Louis W. Ratfield (Ratfield) of Lake Worth, Florida, pursuant to Section 203(f) of the Investment Advisers Act of 1940 (Advisers Act). The Order Instituting Proceedings (Order) alleges that on March 14, 2003, the Commission filed a complaint in the U.S. District Court for the Southern District of Florida, SEC v. Louis W. Ratfield, Civil Action No. 03-80197-CIV-MIDDLEBROOKS/JOHNSON (S.D. Fla.) (Complaint), against Ratfield. The Complaint charged Ratfield with violating the securities registration and antifraud provisions of the federal securities laws, in connection with the unregistered offering of securities in the form of interests in his two investment clubs, Stonehenge Enterprises Pure Trust and The Baron Financial Services. On July 25, 2003, the court entered an order granting the Commission's Motion for Summary Judgment and a Final Judgment of Permanent Injunction and Other Relief against Ratfield (Order). The Order permanently enjoins Ratfield from violating 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, and Sections 206(1) and 206(2) of the Advisers Act. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Ratfield with an opportunity to dispute these allegations, and to determine what, if any, remedial sanctions should be imposed against Ratfield. (Rel. IA-2159; File No. 3-11225) LOWELL NICHOLAS CONSENTS TO ENTRY OF CEASE-AND-DESIST ORDER On August 18, the Commission entered an Order against Lowell Nicholas of Sherwood, Arkansas that orders him to cease and desist from committing or causing any violations and any future violation of Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder and causing any violations and any future violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder. Nicholas, an officer of Xaibe, Inc. (Xaibe) consented to the entry of the Order without admitting or denying the allegations of the Order Instituting Public Administrative Proceedings (OIP) which was entered on July 16, 2003. In its OIP, the Division of Enforcement alleged that Nicholas caused Xaibe to file a late Form 10-KSB for the year ended June 30, 2001 that was materially false and misleading because it purported to include audited financial statements when, in fact, the financial statements were not audited. According to the Division, at the time Nicholas caused Xaibe to file the Form 10-KSB, Xaibe's independent auditing firm had performed field work for the audit but had not completed the audit or issued its audit report. In the order, the Division also alleges that Xaibe, through Nicholas, failed to file mandatory annual and quarterly reports since December 2001 and failed to file a Form 8-K disclosing the resignation of its auditor in May 2002. The proceedings are continuing with respect to Xaibe. (Rel. 34-48359; File No. 3-11182) KEVIN LAWRENCE PLEADS GUILTY IN ZNETIX STOCK FRAUD The U.S. Attorney for the Western District of Washington announced that on July 28, 2003, Kevin Leigh Lawrence, 37, of Bainbridge Island, Washington, pled guilty in federal court in Tacoma, Washington to one count of securities fraud, one count of wire fraud and one count of conspiracy to commit securities fraud, wire fraud, mail fraud, unlawful sale of unregistered securities, money laundering, and engaging in monetary transactions with proceeds of unlawful activity. The U.S. Attorney will recommend the imposition of a 20-year prison sentence. Sentencing is scheduled for Oct. 31, 2003 in federal court in Seattle, Washington. As part of his plea, Lawrence waived any right to appeal, and agreed to cooperate fully with the U.S. Attorney and the receiver appointed as part of the Securities and Exchange Commission's related case in identifying assets. Additionally, Lawrence agreed to forfeit a number of previously-seized assets. Originally indicted on July 31, 2002 in a 64- count indictment, Lawrence admitted that over the course of about 7 years he intentionally, knowingly, and willfully defrauded thousands of investors out of approximately $100 million through conspiracy and scheme to defraud involving false representations and failures to disclose accurate information in connection with the sale of the securities of Znetix, Inc., Health Maintenance Centers, Inc., Cascade Pointe, LLC, and affiliated entities. He further admitted that he intentionally, knowingly, and willfully used the funds received from investors for his own personal use and benefit and for the use and benefit of his co-conspirators and others, including for the purchase of homes, cars, boats, merchandise, and travel. Finally, he admitted that he intentionally, knowingly, and willfully made false statements and directed others to make false statements to the State of Washington's Department of Financial Institutions, Securities Division, and to the SEC. Previously, the Commission filed an emergency action on Jan. 23, 2002, against Lawrence, as well as Znetix, Inc., Health Maintenance Centers, Inc., three related companies, their controlling executives, and several family members of Lawrence, alleging that Lawrence and other executives falsely promised investors lucrative profits from the supposedly imminent initial public offering of Znetix. Additionally, the Commission alleged that Lawrence spent more than $14 million of investor funds on personal expenses, such as luxury cars, real estate, jewelry and boats. On January 23, the Commission obtained an order freezing the assets of the defendants, and temporarily enjoining Lawrence and other controlling executives from future violations of the registration and antifraud provisions of the federal securities laws. On Feb. 15, 2002, the federal court preliminarily enjoined the defendants from such future violations and appointed a permanent receiver over the companies. Without admitting or denying the Commission's allegations, the companies, on June 6, 2002, consented to the entry of a judgment permanently enjoining them from future violations of the antifraud and securities registration provisions. Subsequently, the Commission entered into settlement agreements with relief defendants Vicki Lawrence, Stacy Gray, and Bonnie Couch, the ex-wife, fianc‚e and mother of Lawrence, respectively. For more information see Litigation Release Nos. 18240 (July 21, 2003), 17664 (Aug. 7, 2002), 17613 (July 15, 2002), 17587 (June 26, 2002), 17372 (Feb. 21, 2002), and 17335 (Jan. 24, 2002). [U.S. v. Kevin L. Lawrence, Steven J. Reimer, Michael J. Culp, Larry L. Beaman, Harvey W. Kuiken, Alex Lacson, and Alfonso Lacson, Jr., Criminal Action No. CR02-260P, WD Wash.] (LR-18291) SEC SUES NCFE EXECUTIVE FOR ROLE IN $1 BILLION FRAUD The Commission today sued Sherry L. Gibson, an Executive Vice President at National Century Financial Enterprises, Inc. (NCFE), alleging that Gibson participated in a scheme to defraud investors in securities issued by subsidiaries of NCFE. NCFE, a private corporation located in Dublin, Ohio, and its subsidiaries collapsed suddenly in October 2002 when investors discovered that the companies had hidden massive cash and collateral shortfalls from investors and auditors. The collapse caused investor losses exceeding $1 billion. Gibson, a resident of Hilliard, Ohio, consented to a permanent injunction prohibiting her from violating the federal securities laws; an order barring her from serving as an officer or director of a public company; and disgorgement, prejudgment interest, and a civil penalty, with those amounts to be determined at a later hearing. Stephen M. Cutler, Director of SEC's Enforcement Division, said, "Investors in private offerings are entitled to the same accurate, timely information that investors in public companies should receive. We continue to actively pursue those who provide false information to investors in both private and public securities." Mary E. Keefe, Regional Director of the Commission's Midwest Regional Office added, "The Commission's complaint and the guilty plea announced today describe an elaborate fraud that cheated sophisticated investors out of more than $1 billion. We are determined to use the full force of the Commission's enforcement powers, and to work closely with criminal prosecutors, to combat this unconscionable conduct." The complaint, which was filed in the United States District Court for the Southern District of Ohio, alleges that two wholly owned subsidiaries of NCFE purchased medical accounts receivable from health- care providers and issued notes that securitized those receivables. From at least February 1999 to October 2002, the subsidiaries offered and sold at least $3.25 billion in total notes through private placements to institutional investors. The complaint further alleges that Gibson and other senior NCFE officials improperly "advanced" to health-care providers $1 billion or more of the capital raised from investors without receiving required medical accounts receivable in return. These advances were essentially unauthorized, unsecured loans to distressed or defunct health-care providers-many of which were partly or wholly owned by NCFE or its principals. The unsecured advances were inconsistent with representations made by Gibson and other senior NCFE officials in offering documents provided to investors. According to the complaint, Gibson and other senior NCFE officials concealed their fraud from trustees, investors, potential investors, and auditors by: * repeatedly transferring funds between the subsidiaries' bank accounts to mask cash shortfalls of as much as $400 million; * recording $1 billion or more in non-existent or ineligible medical accounts receivable on the subsidiaries' books; * creating and distributing false offering documents, false monthly investor reports, and false accounting records to trustees, investors, potential investors, and auditors; and * misrepresenting the status of the programs' cash accounts and collateral base to trustees, investors, potential investors, and auditors. Without admitting or denying the allegations in the complaint, Gibson consented to the entry of an order that: (1) permanently enjoins her from violating the antifraud provisions of the federal securities laws, specifically Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 promulgated thereunder; (2) permanently bars her from serving as an officer or director of a public company; and (3) orders her to pay disgorgement, prejudgment interest, and a civil monetary penalty, with those amounts to be determined at a later hearing. The Commission filed its action at the same time that the U.S. Attorney's Office for the Southern District of Ohio unsealed a criminal information against Gibson for the conduct that is the subject of the Commission's complaint. The Commission thanks the United States Attorney's Office and the Federal Bureau of Investigation for their assistance in this investigation. The Commission is continuing its investigation in this matter as to other parties. [SEC v. Sherry L. Gibson, Civil Action No. C2-03-737 (FROST) SD Ohio] (LR-18292; Press Rel. 2003-99) SEC SETTLES SARBANES-OXLEY CERTIFICATION CASE The Commission announced today that it filed settled civil injunctive actions against Rica Foods, Inc. (Rica Foods), its Chief Executive Officer, Calixto Chaves (Chaves) and its Chief Financial Officer, Gina Sequeira (Sequeira) for violations of the CEO and CFO certification requirements of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley). Rica Foods, with executive offices in Miami, Florida and its corporate headquarters in Costa Rica, and Chaves and Sequeira, who reside in Costa Rica, consented, without admitting or denying the allegations in the Commission's Complaint, to the entry of a Final Judgment of Permanent Injunction and Other Relief (Final Judgment). According to the Commission's complaint, on Jan.13, 2003, Rica Foods filed a Form 10-K annual report with the Commission containing a purported unqualified independent auditor's report from Deloitte & Touche (Deloitte). The audit report represented that Rica Foods' consolidated financial statements were presented fairly and in conformity with Generally Accepted Accounting Principles. At the time of the filing, however, Deloitte had not provided Rica Foods with a signed audit report, and Rica Foods' financial statements contained material classification errors. Despite the lack of a signed audit report and the existence of these material errors, Chaves and Sequeira, personally certified in the annual report that the Form 10-K filing fairly and accurately presented Rica Foods' financial condition. Chaves and Sequeira signed these certifications pursuant to Section 302 of Sarbanes-Oxley, which required the Commission to adopt rules requiring an issuer's principal executive and financial officers, each to certify the financial and other information contained in the issuer's quarterly and annual reports. The Final Judgment will permanent enjoin Rica Foods from violating Sections 13(a),13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 12b-20 and 13a-1 thereunder, which governs the accuracy of issuer books and records and financial disclosures. The Final Judgment will also permanently enjoin Chaves and Sequeira from violating Section 13(b)(5) of the Exchange Act and Rule 13a-14 thereunder and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-1 thereunder. The Final Judgment will further order Chaves to pay $25,000 in civil penalties, but does not impose a penalty against Sequeira based on the sworn financial statements and other financial information she provided to the Commission. [SEC v. Rica Foods, et al., Civil Action No. 03-22191-Civ-King, SD Fla.] (LR- 18293; AAE Rel. 1844) COURT ENTERS FINAL JUDGMENTS AGAINST DONALD CHRISTENSEN, FORMER MOUNTAIN ENERGY CEO, AND MARC TOW, A CALIFORNIA ATTORNEY, IN MOUNTAIN ENERGY CASE; CHRISTENSEN ORDERED TO PAY $1.35 MILLION On August 12, the U.S. District Court for the Southern District of Texas entered final judgments against Donald John Christensen, Mountain Energy and Mark R. Tow, concluding the litigation, SEC v. Donald John Christensen, et al., Civil Action No. H-O1-3203, brought by the Securities and Exchange Commission in September 2001. The District Court permanently enjoined Christensen and Mountain Energy, by default, from further violations of the securities registration and anti-fraud provisions of the federal securities laws, Sections 5 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. The court also imposed a permanent officer and director bar against Christensen and ordered him to pay more than $1.35 million in disgorgement, pre-judgment interest and penalties. Tow, without admitting or denying the allegations in the Commission's complaint, consented to the entry of an order permanently enjoining him from violating the anti-fraud provisions of the federal securities laws. According to the allegations in the Commission's complaint, Christensen (Mountain Energy's former CEO), Tow (a California attorney), and others participated in an illegal "pump-and-dump" scheme in the securities of Mountain Energy, Inc., a start-up energy company headquartered in Houston, Texas. Three other defendants in the case, Jack Uselton, Joseph Blumenthal and George Guttman, previously settled with the Commission. [SEC v. Donald John Christensen, II, Jack E. Uselton, Marc R. Tow, George W. Guttman, Joseph M. Blumenthal, and Mountain Energy, Inc., Civil Action No. H-O1-3203, SD Tex.)] (LR-18294) INVESTMENT COMPANY ACT RELEASES INTEGRITY LIFE INSURANCE COMPANY, ET AL. An order has been issued on an application filed by Integrity Life Insurance Company, et al. pursuant to Section 6(c) of the Investment Company Act granting applicants exemptions from Sections 2(a)(32) and 27(i)(2)(A) and Rule 22c-1 to the extent necessary to permit the recapture, under specified circumstances, of credits up to 8% applied to purchase payments made under certain flexible premium variable annuity contracts that applicants will issue. The order extends to any other National Association of Securities Dealers, Inc. member broker-dealer controlling or controlled by, or under common control with, Touchstone Securities Inc., whether existing or created in the future, that serves as distributor or principal underwriter for the contracts. (Rel.. IC- 26149 - August 15) HOLDING COMPANY ACT RELEASES E.ON AG, ET AL. An order has been issued authorizing E.ON AG (E.ON), a registered holding company, and Fidelia Corporation, a financing subsidiary of E.ON, to provide intercompany loans to Louisville Gas and Electric Company and Kentucky Utilities Company, both public utility companies, which are authorized to grant security for these loans. The authority extends through May 31, 2005. (Rel. 35-27711) NORTHEAST UTILITIES, ET AL. A notice has been issued giving interested persons until Sept. 9, 2003, to request a hearing on a proposal by Northeast Utilities (NU), a registered holding company, and NU's wholly-owned subsidiaries, Northeast Utilities Service Company and NU Enterprises, Inc., to extend the period during which $500 million in guarantees can be issued, under the terms and conditions of a prior Commission order, from Sept. 30, 2003, until June 30, 2004. (Rel. 35-27712) HYDRO-QUEBEC, ET AL. The Commission has issued an order approving an application by Hydro- Quebec, et al. under Sections 3, 9(a)(2) and 10 of the Public Utility Holding Company Act, for the limited purpose of permitting compliance with Department of Energy Order 202-03-1, issued on August 14, 2003, pursuant to Section 202(c) of the Federal Power Act and requiring that the transmission line of Cross Sound Cable Company (New York) LLC be operated to, among other things, alleviate the current disruptions in electric transmission service. (Rel. 35-27713) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change and Amendment Nos. 1 and 2 (SR-PCX-2003-37) filed by the Pacific Exchange relating to a one-year extension of the Automatic Opening Rotation pilot program have 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 August 18. (Rel. 34-48333) A proposed rule change filed by the Chicago Board Options Exchange relating to the refund of certain telecommunications fees (CBOE-2003-32) has become effective under Section 19(b)(3)(A)(iii) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of August 18. (Rel. 34-48339) PROPOSED RULE CHANGE The National Association of Securities Dealers filed a proposed rule change (SR-NASD-2003-95) relating to arbitrator classification and disclosure in NASD arbitration. Publication of the proposal is expected in the Federal Register during the week of August 18. (Rel. 34-48347) DELISTINGS GRANTED An order has been issued granting the application of the Pacific Exchange to strike from listing and registration certain call and put options contracts issued by The Options Clearing Corporation respecting the underlying common stock of TRW, Inc. (TRW), effective at the opening of business on August 18. (Rel. 34-48356) An order has been issued granting the application of the Philadelphia Stock Exchange to strike from listing and registration certain call and put options contracts issued by The Options Clearing Corporation respecting underlying securities of the following companies, effective at the opening of business on August 18: GenCorp, Inc. (GY - amex/cboe) Norfolk Southern Corporation (NSC - amex/cboe) PPG Industries, Inc. (PPG - cboe/pcx) (Rel. 34-48357) 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 MERGE TECHNOLOGIES INC, 1126 S 70TH STREET, SUITE S-107B, MILWAUKEE, WI, 53214, 4149774000 - 750,000 ($10,207,500.00) Equity, (File 333-107997 - Aug. 15) (BR. 03) S-3 ADOLOR CORP, 700 PENNSYLVANIA DRIVE, EXTON, PA, 19341, 7,500,000 ($90,525,000.00) Equity, (File 333-107998 - Aug. 15) (BR. 01) S-8 TOMPKINS TRUSTCO INC, PO BOX 460 THE COMMONS, ITHACA, NY, 14851, 6072733210 - 500,000 ($20,725,000.00) Equity, (File 333-108002 - Aug. 15) (BR. 07) S-8 WOLVERINE TUBE INC, 200 CLINTON AVENUE WEST STE 1000, HUNTSVILLE, AL, 35806, 2568900460 - 850,000 ($3,952,500.00) Equity, (File 333-108003 - Aug. 15) (BR. 06) S-4 SCIENCE APPLICATIONS INTERNATIONAL CORP, 10260 CAMPUS POINT DR, LEGAL DEPT, SAN DIEGO, CA, 92121, 8588266000 - 0 ($300,000,000.00) Non-Convertible Debt, (File 333-108004 - Aug. 15) (BR. 06) S-4 ZHONE TECHNOLOGIES INC, 7001 OAKPORT STREET, OAKLAND, CA, 94621, 5107777000 - 200,323,937 ($182,294,783.00) Equity, (File 333-108005 - Aug. 15) (BR. 37) S-3 NOVAVAX INC, 8320 GUILFORD RD, STE C, COLUMBIA, MD, 21046, 3078543900 - 0 ($50,000,000.00) Equity, (File 333-108006 - Aug. 15) (BR. 01) S-8 ELECTRONIC DATA SYSTEMS CORP /DE/, 5400 LEGACY DR, H3-3D-05, PLANO, TX, 75024, 9726046000 - 42,000,000 ($927,360,000.00) Other, (File 333-108007 - Aug. 15) (BR. 03) S-3 AMYLIN PHARMACEUTICALS INC, 9373 TOWNE CENTRE DR, SAN DIEGO, CA, 92121, 6195522200 - 0 ($175,000,000.00) Debt Convertible into Equity, (File 333-108008 - Aug. 15) (BR. 01) S-8 OCCAM NETWORKS INC/DE, 77 ROBIN HILL ROAD, SANTA BARBARA, CA, 93117, (805) 692-2900 - 0 ($3,671,875.00) Equity, (File 333-108009 - Aug. 15) (BR. 03) N-2 EATON VANCE SENIOR FLOATING RATE FUND, 500,000 ($1,000,000.00) Equity, (File 333-108010 - Aug. 15) (BR. 16) S-8 APPLIED SIGNAL TECHNOLOGY INC, 400 WEST CALIFORNIA AVENUE, SUNNYVALE, CA, 94086, 4087491888 - 0 ($10,932,000.00) Equity, (File 333-108011 - Aug. 15) (BR. 37) S-8 INTERNET BUSINESS INTERNATIONAL INC, 4634 SOUTH MARYLAND PARKWAY SUITE 101, LAS VEGAS, NV, 89119, 7029680008 - 30,000,000 ($60,000.00) Equity, (File 333-108012 - Aug. 15) (BR. 04) S-8 INCYTE CORP, 3160 PORTER DR, PALO ALTO, CA, 94304, 6508550555 - 0 ($3,400,000.00) Equity, (File 333-108013 - Aug. 15) (BR. 01) S-8 ADOBE SYSTEMS INC, 345 PARK AVE, SAN JOSE, CA, 95110-2704, 4085366000 - 0 ($400,413,329.00) Equity, (File 333-108014 - Aug. 15) (BR. 03) S-8 QUANTUM CORP /DE/, 501 SYCAMORE STREET, MILPITAS, CA, 95035, 4088944000 - 10,495,508 ($30,436,973.00) Equity, (File 333-108015 - Aug. 15) (BR. 03) S-8 GEMSTAR TV GUIDE INTERNATIONAL INC, 6922 HOLLYWOOD BLVD., 12TH FLOOR, LOS ANGELES, CA, 90028, 323 817-4600 - 0 ($265,200,000.00) Equity, (File 333-108016 - Aug. 15) (BR. 05) S-8 ELEPHANT TALK COMMUNICATIONS INC, 438 EAST KATELLA AVENUE, SUITE 217, ORANGE, CA, 92867, 714-288-1570 - 900,000 ($243,000.00) Equity, (File 333-108017 - Aug. 15) (BR. 37) S-8 VCAMPUS CORP, 1850 CENTENNIAL PARK DR, SUITE 200, RESTON, VA, 20191, 7038937800 - 0 ($440,000.00) Equity, (File 333-108018 - Aug. 15) (BR. 08) S-4 TELLIUM INC, 2 CRESCENT PLACE, OCEANPORT, NJ, 07757, 200,323,937 ($182,294,783.00) Equity, (File 333-108019 - Aug. 15) (BR. 37) N-2 ING SENIOR INCOME FUND, ING SENIOR INCOME FUND, 7337 E. DOUBLETREE RANCH ROAD, SCOTTSDALE, AZ, 85258, 4804773000 - 0 ($458,200,000.00) Equity, (File 333-108020 - Aug. 15) (BR. 20) S-8 TAURUS ENTERTAINMENT COMPANIES INC, 3113 BERING DRIVE, HOUSTON, TX, 77057, 7137850444 - 650,000 ($338,000.00) Equity, (File 333-108021 - Aug. 15) (BR. 04) S-8 GTECH HOLDINGS CORP, 55 TECNOLOGY WAY, WEST GREENWICH, RI, 02817, 4013921000 - 4,000,000 ($154,400,000.00) Other, (File 333-108022 - Aug. 15) (BR. 03) S-3 CUBIST PHARMACEUTICALS INC, 65 HAYDEN AVENUE, LEXINGTON, MA, 02421, 781-860-8660 - 0 ($8,973,242.20) Equity, (File 333-108023 - Aug. 15) (BR. 01) SB-2 PASSPORT RESTAURANTS INC, 1250 NE LOOP 410 STE 335, SAN ANTONIO, TX, 78209, 2108242496 - 0 ($3,978,124.00) Equity, (File 333-108024 - Aug. 15) (BR. ) S-4 LEHMAN BROTHERS HOLDINGS INC, LEHMAN BROTHERS, 745 SEVENTH AVENUE, NEW YORK, NY, 10019, 2125267000 - 0 ($2,356,383,383.00) Equity, (File 333-108025 - Aug. 15) (BR. 07) S-1 FRANKLIN BANK CORP, 9800 RICHMOND AVE, SUITE 680, HOUSTON, TX, 77042, 713-339-8900 - 0 ($115,000,000.00) Equity, (File 333-108026 - Aug. 15) (BR. ) S-4 ELECTRONIC DATA SYSTEMS CORP /DE/, 5400 LEGACY DR, H3-3D-05, PLANO, TX, 75024, 9726046000 - 0 ($1,100,000,000.00) Non-Convertible Debt, (File 333-108027 - Aug. 15) (BR. 03) S-1 AMIS HOLDINGS INC, AMI SEMICOUNDUCTOR INC, 2300 BUCKSKIN RD, POCATELLO, ID, 83201, 2082346732 - 0 ($517,500,000.00) Equity, (File 333-108028 - Aug. 15) (BR. 36) S-8 CIRCLE GROUP HOLDINGS INC, 1011 CAMPUS DRIVE, 310-556-0080, MUNDELEIN, IL, 60060, 847-549-60 - 2,000,060 ($4,260,128.00) Equity, (File 333-108029 - Aug. 15) (BR. 08) S-3 ELECTRONIC DATA SYSTEMS CORP /DE/, 5400 LEGACY DR, H3-3D-05, PLANO, TX, 75024, 9726046000 - 0 ($690,000,000.00) Debt Convertible into Equity, (File 333-108030 - Aug. 15) (BR. 03) S-3 TELIK INC, 3165 PORTER DRIVE, PALO ALTO, CA, 94304, 6508457700 - 0 ($150,000,000.00) Equity, (File 333-108031 - Aug. 15) (BR. 01) S-8 BANK OF GRANITE CORP, PO BOX 128, 23 NORTH MAIN STREET, GRANITE FALLS, NC, 28630, 7043963141 - 0 ($3,226,854.05) Equity, (File 333-108032 - Aug. 15) (BR. 07) S-8 BEST BUY CO INC, 7601 PENN AVE SOUTH, RICHFIELD, MN, 55423, 6122911000 - 0 ($236,650,000.00) Equity, (File 333-108033 - Aug. 15) (BR. 02) S-3 UNION ELECTRIC CO, 1901 CHOUTEAU AVENUE, MC 1370, ST LOUIS, MO, 63166, 3146213222 - 0 ($1,000,000,000.00) Other, (File 333-108034 - Aug. 15) (BR. 02) S-3 GENELABS TECHNOLOGIES INC /CA, 505 PENOBSCOT DR, REDWOOD CITY, CA, 94063, 6503969500 - 3,333,334 ($4,750,001.00) Equity, (File 333-108035 - Aug. 15) (BR. 01) S-4 HYPERION SOLUTIONS CORP, 1344 CROSSMAN AVE, SUNNYVALE, CA, 94089, 4087449500 - 0 ($144,476,234.00) Equity, (File 333-108036 - Aug. 15) (BR. 03) 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 ------------------------------------------------------------------------------------ A M S MARKETING INC X X X 07/31/03 ACCENTURE LTD X X 08/15/03 AEGIS COMMUNICATIONS GROUP INC DE X 08/14/03 AES CORPORATION DE X 08/14/03 AIRGATE PCS INC /DE/ DE X 08/14/03 ALLIED MOTION TECHNOLOGIES INC CO X 04/28/03 ALPINE AIR EXPRESS INC/DE DE X 07/31/03 AMERICA FIRST REAL ESTATE INVESTMENT DE X 06/30/03 AMERICAN HOMEPATIENT INC DE X 08/13/03 AMERICAN OIL & GAS INC NV X X 08/14/03 AMERICAN RESTAURANT GROUP INC DE X X 08/15/03 AMERICAN VANGUARD CORP DE X 08/15/03 AMERICANA PUBLISHING INC CO X 08/02/03 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 08/15/03 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 08/15/03 AMERIPATH INC DE 08/14/03 ANACOMP INC IN X 08/15/03 ANALYTICAL SURVEYS INC CO X X 08/15/03 ANDREA ELECTRONICS CORP NY X X 08/15/03 ANGELO & MAXIES INC DE X 08/12/03 ANNUITY & LIFE RE HOLDINGS LTD X 08/14/03 APPLIED DIGITAL SOLUTIONS INC MO X X 08/14/03 ARLINGTON HOSPITALITY INC DE X 08/14/03 ARTEMIS INTERNATIONAL SOLUTIONS CORP DE X 08/14/03 AUTO GRAPHICS INC CA X X 06/30/03 AVALONBAY COMMUNITIES INC MD X X 08/12/03 AVANEX CORP DE X X 07/31/03 BANK ONE DELAWARE NATIONAL ASSOCIAT X X 08/11/03 BANK ONE DELAWARE NATIONAL ASSOCIAT X X 07/30/03 BANK ONE DELAWARE NATIONAL ASSOCIAT X X 08/15/03 BANK ONE DELAWARE NATIONAL ASSOCIAT X X 08/15/03 BANK ONE DELAWARE NATIONAL ASSOCIAT X 08/15/03 BARRISTER GLOBAL SERVICES NETWORK INC DE X X 08/14/03 BAY VIEW TRANSACTION CORP X X 08/14/03 BETA OIL & GAS INC NV X 08/14/03 BLUE DOLPHIN ENERGY CO DE X 08/14/03 BNP RESIDENTIAL PROPERTIES INC MD X 08/14/03 BRESLER & REINER INC DE 08/13/03 BROOKFIELD HOMES CORP DE X X 08/08/03 BUCKEYE PARTNERS L P DE X 08/14/03 BUCKLE INC NE 08/14/03 CABOT CORP DE X 08/14/03 CALPINE CORP DE X 08/14/03 CAPITAL BANK CORP NC X 08/14/03 CAPITAL ONE MULTI ASSET EXECUTION TRU DE X X 08/13/03 CARBON ENERGY CORP CO X 08/15/03 CARDIMA INC DE X X 08/14/03 CARMAX AUTO OWNER TRUST 2003-1 DE X X 07/31/03 CASH AMERICA INTERNATIONAL INC TX X X 07/31/03 CBL & ASSOCIATES PROPERTIES INC DE X 06/26/03 CC MASTER CREDIT CARD TRUST II MD X 08/15/03 CENTILLIUM COMMUNICATIONS INC DE X X 08/15/03 CENTIV INC DE X 08/12/03 CHAMPION PARTS INC IL X 08/15/03 CHINA FUND INC MD X 07/01/03 CINCINNATI BELL INC OH 08/15/03 CIRCUIT CITY CREDIT CARD MASTER TRUST DE X X 07/31/03 CITIZENS FINANCIAL CORP /KY/ KY X X 06/30/03 CLAIBORNE LIZ INC DE X 08/15/03 COACHMEN INDUSTRIES INC IN X 08/15/03 COASTCAST CORP CA X X 08/11/03 COGNITRONICS CORP NY X 08/14/03 COLLINS & AIKMAN CORP DE X 08/14/03 COLLINS & AIKMAN CORP DE X X 08/11/03 COMDIAL CORP DE X 08/14/03 COMDISCO HOLDING CO INC DE X 06/30/03 COMMODORE APPLIED TECHNOLOGIES INC DE X X 08/14/03 COMPUCREDIT CORP GA X 08/15/03 CONSTAR INTERNATIONAL INC DE X 08/14/03 COSI INC DE X X 08/14/03 COVENANT FINANCIAL CORP DE X X X X X 06/20/03 AMEND COVER ALL TECHNOLOGIES INC DE X 08/14/03 CPAC INC NY 08/13/03 CPI CORP DE 07/19/03 CSP INC /MA/ MA X 08/14/03 AMEND CYSIVE INC DE X 08/14/03 DEUTSCHE MORT & ASSET RECEIVING CORP DE X 08/01/03 DIAMOND HILL INVESTMENT GROUP INC OH 08/15/03 DISCOVER CARD MASTER TRUST I DE X 08/15/03 DIXON TICONDEROGA CO DE X X 08/13/03 EDUCATION CAPITAL I LLC DE X X 08/04/03 EDUCATION FUNDING CAPITAL TRUST I X X 08/01/03 ELAMEX SA DE CV X 08/14/03 ELECTRIC CITY CORP DE X X 08/14/03 EMERSON RADIO CORP DE 08/12/03 ENSCO INTERNATIONAL INC DE X 08/15/03 EXPEDITORS INTERNATIONAL OF WASHINGTO WA X 08/15/03 EZENIA INC DE X 08/14/03 FARMLAND INDUSTRIES INC KS X X 08/15/03 FEDERAL NATIONAL MORTGAGE ASSOCIATION X X 08/15/03 FGI GROUP INC DE X X 08/15/03 FINGERHUT RECEIVABLES INC DE X 08/15/03 FIRST COMMUNITY FINANCIAL CORP PA X X 08/15/03 FIRST MERCHANTS CORP IN X X 08/15/03 FIRST MIDWEST BANCORP INC DE X 08/14/03 FIRST UNION NATIONAL BANK COM MORT PA NC X 08/01/03 FIRST YEARS INC MA X 08/15/03 FLEET CREDIT CARD MASTER TRUST II NY X 08/15/03 FNANB CREDIT CARD MASTER NOTE TRUST X X 07/31/03 FRANKLIN STREET PROPERTIES CORP /MA/ X 06/01/03 AMEND GALAXY ENERGY CORP CO X 06/02/03 AMEND GALAXY NUTRITIONAL FOODS INC DE X X 08/14/03 GATX CORP NY X 08/15/03 GENCOR INDUSTRIES INC DE X 08/15/03 GENEREX BIOTECHNOLOGY CORP DE X X 08/08/03 GFSB BANCORP INC DE X 08/13/03 GLEN BURNIE BANCORP MD 07/31/03 GP STRATEGIES CORP DE X 06/30/03 GSE SYSTEMS INC DE X 08/13/03 GSE SYSTEMS INC DE X 08/14/02 HALLWOOD GROUP INC DE X 08/12/03 HAMPSHIRE GROUP LTD DE X 06/28/03 HANCOCK HOLDING CO MS X 08/15/03 HANOVER CAPITAL MORTGAGE HOLDINGS INC MD X X 08/14/03 HAWAIIAN HOLDINGS INC DE X X 08/14/03 HEAVENEXPRESS COM INC FL X 05/14/03 HEILIG MEYERS CO VA X 06/30/03 HENDERSON CITIZENS BANCSHARES INC TX X X 08/15/03 HERCULES INC DE X 08/14/03 HOME FINANCIAL BANCORP IN X 08/11/03 HORIZON PCS INC DE X X X 08/15/03 HORIZON TELCOM INC OH X X X 08/15/03 HYPERCOM CORP DE X 08/15/03 I A EUROPE GROUP INC DE X 08/14/03 I TRAX INC DE X X 08/15/03 I TRAX INC DE X 08/15/03 IGI INC DE X 08/12/03 IMPERIAL PARKING CORP DE X 08/13/03 INERGY L P DE X X 07/31/03 INFINITY INC CO X 08/13/03 INFONOW CORP / DE X 08/15/03 IPVOICE COMMUNICATIONS INC NV X 08/14/03 JLG INDUSTRIES INC PA X X X 08/01/03 JOHNSONDIVERSEY INC DE X X 08/06/03 KENNAMETAL INC PA 07/30/03 AMEND LANCER CORP /TX/ TX X X 08/15/03 LIBERTY SELF STOR INC MD X 08/14/03 LIFE PARTNERS HOLDINGS INC TX X 08/13/03 LYNCH INTERACTIVE CORP DE 06/30/03 MAGMA DESIGN AUTOMATION INC DE X 08/14/03 MANHATTAN PHARMACEUTICALS INC DE X X 08/15/03 MARKET CENTRAL INC DE X X 07/31/03 MAXXAM INC DE 08/14/03 MESTEK INC PA X 08/14/03 METAL MANAGEMENT INC DE X X 08/11/03 METRIS RECEIVABLES INC DE X 07/31/03 METRIS RECEIVABLES INC DE X 07/31/03 MICROTUNE INC DE X 08/14/03 MINDEN BANCORP INC X 08/13/03 MONMOUTH CAPITAL CORP NJ X 08/14/03 MONSANTO CO /NEW/ DE X 08/14/03 MONSTER WORLDWIDE INC DE X X 07/31/03 MOOG INC NY X 08/15/03 MOTORCAR PARTS & ACCESSORIES INC NY X X 08/15/03 NABI BIOPHARMACEUTICALS DE X X X 08/04/03 NATIONAL WINE & SPIRITS INC IN X X 08/13/03 NAVISTAR INTERNATIONAL CORP DE X 07/31/03 NEOFORMA INC DE X 08/15/03 NEW ENGLAND BUSINESS SERVICE INC DE X 08/15/03 AMEND NEXT INC/TN DE X X 08/01/03 NORTHWESTERN CORP DE X 08/14/03 NYMAGIC INC NY X 08/13/03 OMNI ENERGY SERVICES CORP LA X 08/13/03 OMNI ENERGY SERVICES CORP LA X X 08/11/03 ORTHODONTIC CENTERS OF AMERICA INC /D DE X 08/14/03 OUTDOOR CHANNEL HOLDINGS INC AK X 08/14/03 PAINCARE HOLDINGS INC CT X X X 08/07/03 PARK PHARMACY CORP CO X 07/20/03 PDS GAMING CORP MN X 08/14/03 PECO II INC OH X 08/13/03 PENN AMERICA GROUP INC PA X 08/15/03 PENNSYLVANIA REAL ESTATE INVESTMENT T PA X X 08/14/03 PEOPLES BANCORP INC OH X 08/15/03 PHOTOGEN TECHNOLOGIES INC NV X X X 08/12/03 PIONEER COMPANIES INC DE X X 08/15/03 PLANAR SYSTEMS INC OR X X 08/15/03 PLANGRAPHICS INC CO X 08/14/03 POSSIS MEDICAL INC MN X 08/11/03 PPT VISION INC MN X 08/15/03 PRIDE INTERNATIONAL INC DE X X 08/14/03 PRIME RECEIVABLES CORP DE X 08/15/03 PRIVATE BUSINESS INC TN X 08/15/03 PROGRESSIVE CORP/OH/ OH X 08/15/03 PROTEIN DESIGN LABS INC/DE DE X X 08/15/03 PROVIDIAN FINANCIAL CORP DE X 07/31/03 QUINCY RESOURCES INC NV X X X X 08/30/02 AMEND QUINCY RESOURCES INC NV X X X 01/17/03 AMEND RAINBOW TECHNOLOGIES INC DE X X 08/15/03 RAYBOR MANAGEMENT INC DE X 06/01/03 AMEND REALNETWORKS INC WA X X 08/04/03 REDWOOD TRUST INC MD X 08/14/03 REGENCY CENTERS CORP FL X 08/12/03 RENAL CARE GROUP INC DE X X 08/12/03 RENT A CENTER INC DE DE X 08/15/03 REVCARE INC NV X X 08/13/03 ROYSTER-CLARK INC DE X X 08/15/03 RSTAR CORP DE X X 08/14/03 SAN HOLDINGS INC CO X X 08/14/03 SCHEIB EARL INC DE X 06/13/03 SEA CONTAINERS LTD /NY/ X 08/14/03 SEARS CREDIT ACCOUNT MASTER TRUST II IL X X 08/15/03 SEARS CREDIT ACCOUNT MASTER TRUST II IL X X 08/15/03 AMEND SEMINIS INC IL X 08/11/03 SEMOTUS SOLUTIONS INC NV X X 08/14/03 SENETEK PLC /ENG/ X 08/14/03 SEQUOIA MORTGAGE FUNDING CORP MD X X 07/21/03 SEQUOIA MORTGAGE FUNDING CORP MD X X 07/21/03 SEQUOIA MORTGAGE FUNDING CORP MD X X 07/30/03 SEQUOIA RESIDENTIAL FUNDING INC X X 07/21/03 SEQUOIA RESIDENTIAL FUNDING INC X X 07/21/03 SEQUOIA RESIDENTIAL FUNDING INC X X 07/21/03 SEQUOIA RESIDENTIAL FUNDING INC X X 07/21/03 SEQUOIA RESIDENTIAL FUNDING INC X X 07/21/03 SEQUOIA RESIDENTIAL FUNDING INC X X 07/21/03 SEQUOIA RESIDENTIAL FUNDING INC X X 07/21/03 SEQUOIA RESIDENTIAL FUNDING INC X X 07/21/03 SEROLOGICALS CORP DE X X 08/15/03 SEVEN SEAS PETROLEUM INC B0 X X 08/14/03 SIERRA PACIFIC RESOURCES /NV/ NV X X 08/13/03 SINGING MACHINE CO INC DE X X 08/14/03 SM&A CA X X 08/15/03 SPARTECH CORP DE X 08/15/03 SPECTRUM PHARMACEUTICALS INC DE X X 08/13/03 STARRETT L S CO MA X 08/15/03 STEWART & STEVENSON SERVICES INC TX X X 08/14/03 STONEPATH GROUP INC DE X 08/14/03 STRATEGIC CAPITAL RESOURCES INC DE X 08/14/03 SUNAIR ELECTRONICS INC FL X X 08/14/03 SYNDICATION NET COM INC DE X 07/29/03 TEKNOWLEDGE CORP DE X 06/30/03 TELETECH HOLDINGS INC DE 08/14/03 TIB FINANCIAL CORP FL X 08/15/03 TIMCO AVIATION SERVICES INC DE X 08/15/03 TOLL BROTHERS INC DE X X 08/13/03 TRANS WORLD ENTERTAINMENT CORP NY X X 08/13/03 TWINLAB CORP DE X X 08/15/03 U S REALTEL INC DE X 08/14/03 UNICO AMERICAN CORP NV X 08/14/03 UNIONBANCORP INC DE X 04/13/03 AMEND UNITED FINANCIAL CORP \MN\ MN X X 07/31/03 UNUMPROVIDENT CORP DE X X 08/15/03 US ENERGY CORP WY X 08/14/03 VECTOR GROUP LTD DE X 08/14/03 VERAMARK TECHNOLOGIES INC DE 08/11/03 VIA NET WORKS INC DE 08/15/03 VIROPHARMA INC DE X 08/14/03 WACHOVIA COMMERCIAL MORT SEC INC COM NC X 08/01/03 WEINGARTEN REALTY INVESTORS /TX/ TX X 06/30/03 WEIRTON STEEL CORP DE X 08/15/03 WELLS FARGO ASSET SECURITIES CORP DE X X 08/13/03 WESTERN DIGITAL CORP DE X X 07/31/03 WINTRUST FINANCIAL CORP IL X 08/15/03 WISER OIL CO DE X X 08/14/03 WOLOHAN LUMBER CO MI X 08/13/03 WORLD INFORMATION TECHNOLOGY INC NV X X 08/12/03 WVS FINANCIAL CORP PA X 08/15/03 YAMAHA MOTOR RECEIVABLES CORP DE X 08/15/03 YOUNG BROADCASTING INC /DE/ DE 08/15/03 ZOLL MEDICAL CORPORATION MA X 08/14/03