SEC NEWS DIGEST Issue 2003-184 September 26, 2003 RULES AND RELATED MATTERS CUSTODY OF FUNDS OR SECURITIES OF CLIENTS BY INVESTMENT ADVISERS The Commission has issued a release adopting amendments to the custody rule under the Investment Advisers Act of 1940. The amendments modernize the rule by conforming the rule to modern custodial practices and requiring advisers that have custody of client funds or securities to maintain those assets with broker-dealers, banks, or other qualified custodians. The amended rule also provides a definition of "custody" and illustrates circumstances under which an adviser has custody of client funds or securities. The amendments are designed to enhance protections for client assets while reducing burdens on advisers that have custody of client assets. (Rel. IA-2176) SEC ISSUES POLICY STATEMENT ON BUSINESS CONTINUITY PLANNING FOR TRADING MARKETS The Commission has issued a Policy Statement setting forth its view that self-regulatory organizations operating trading markets (SRO Markets) and electronic communication networks (ECNs) should apply certain basic principles in their business continuity planning. The Commission also requests comments on the Policy Statement. The principles outlined in the Policy Statement include planning for the resumption of trading no later than the next business day following a wide-scale disruption, geographic diversity between primary and backup sites, assuring the full resilience of important shared information systems (such as the consolidated market data stream), and confirming the effectiveness of backup arrangements through testing. Each SRO Market and ECN should implement plans reflecting these principles as soon as practicable, and strive to do so by the end of 2004. Commission staff intends to engage in an ongoing and individualized dialogue with each SRO Market and ECN to discuss application of these principles in a manner most appropriate for the particular trading market. The Commission believes it important for the SRO Markets and ECNs to take concrete steps to strengthen their resilience to address the continuing, serious risks to the U.S. financial system posed by the post- September 11 environment. To date, the trading markets have made significant progress in increasing the robustness of their business continuity plans. By applying the principles outlined in the Policy Statement, the Commission believes the SRO Markets and ECNs will better assure their own resilience and that of the U.S. financial system. (Rel. 34-48545; File No. S7-17-03) ENFORCEMENT PROCEEDINGS IN THE MATTER OF SALVATORE PIAZZA, ET AL. An Administrative Law Judge has issued an Initial Decision in the matter of Salvatore Piazza, et al. against Respondents John Bruzzese (Bruzzese) and Robert Gallo (Gallo). The Initial Decision finds that Respondents Bruzzese and Gallo willfully violated Section 17(a) of the Securities Act of 1933 (Securities Act), and Section 10(b) of the Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder. The Initial Decision imposes cease-and-desist orders against Respondents Bruzzese and Gallo, pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act. The Initial Decision also bars Respondents Bruzzese and Gallo from association with any broker or dealer and from participating in offerings of penny stocks, pursuant to 15(b)(6) of the Exchange Act. (Initial Decision No. 236; File No. 3-10229) SEC INSTITUTES SETTLED CEASE-AND-DESIST PROCEEDING AGAINST INVESTMENT NEWSLETTER OPERATOR On September 25, the Commission instituted a settled cease-and-desist order against Scott Simon Fraser (Fraser), who resides in Del Mar, California. The Commission found that Fraser had disseminated materially false and misleading statements in promotional materials that he sent to prospective subscribers to his newsletter, The Natural Contrarian Financial Newsletter, between August 2001 and November 2001. According to the Commission's findings, Fraser operated the newsletter as its sole writer, analyst, editor and publisher and, for a fee, provided subscribers with stock recommendations. The Commission found that Fraser violated the antifraud provisions of the federal securities laws by misrepresenting the performance record of his stock recommendations and the success of his subscribers. For example, Fraser falsely claimed that: (1) the stocks he recommended to his subscribers over a 28 month period had increased an average of 135%, (2) 14 consecutive stocks that he recommended each increased over 100%, (3) three of the stocks he recommended increased by 660%, 230%, and 915%, and (4) over 1,170 of his subscribers had become "multi-millionaires" by following his trading recommendations. Without admitting or denying the Commission's findings, Fraser consented to the entry of an order requiring him to cease and desist from committing or causing any violation and any future violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission acknowledges the assistance provided by the NASD in connection with this matter. (Rel. 34-48544; File No. 3-11271) AKORN, INC. ORDERED TO CEASE AND DESIST FROM COMMITTING REPORTING, BOOKS AND RECORDS, AND INTERNAL CONTROL VIOLATIONS AND HIRE AN INDEPENDENT CONSULTANT TO REPORT ON ACCOUNTS RECEIVABLE INTERNAL CONTROLS On September 25, the Commission ordered Akorn, Inc., a Louisiana corporation headquartered in Buffalo Grove, Illinois that manufactures and markets pharmaceuticals, to cease and desist from violating certain federal securities laws that require companies to file accurate periodic reports with the Commission and to keep accurate books and records and to maintain sufficient internal controls. In the Order, the Commission found that, in Akorn's Form 10-K for the fiscal year ended December 31, 2000, Akorn issued audited financial statements that were not accurate and were not in accordance with generally accepted accounting principles. Akorn's problems resulted from numerous internal control and books and records deficiencies that prevented the company from accurately recording, reconciling and aging its receivables from its wholesale drug distributor customers who comprised 60 percent of Akorn's accounts receivables during 2000. Despite these problems, Akorn did not establish a reserve for those accounts receivable nor did it disclose any impairment of those receivables. In its 2000 Form 10-K, Akorn failed to disclose this impairment to its accounts receivable, Akorn's largest asset, and materially overstated its accounts receivable balance by at least $7 million. Thereafter, in its Form 10-Q for the quarter ended March 31, 2001, Akorn increased its accounts receivable reserve for doubtful accounts by $7.5 million or 10 percent of reported net sales for fiscal year 2000, but explained the increase as resulting from a change in estimate "[b]ased upon its recent unsuccessful efforts to collect past due balances." Akorn did not disclose that the reserve increase resulted from its lack of internal controls and its failure to accurately compute, age and monitor its accounts receivable. Akorn consented to the entry of the Order Instituting Cease-and-Desist Proceedings, Making Findings and Imposing a Cease-and-Desist Order without admitting or denying the Commission's findings. In addition, Akorn undertook to hire an independent consultant to report on internal controls involving the company's accounts receivable. (Rel. 34-48546, AAE Rel. 1873; File No. 3-11272) IN THE MATTER OF HOWARD SINGER On September 25, the Commission instituted settled cease-and-desist proceedings against Howard S. Singer, a registered representative and former trader at Suncoast Capital Group, Ltd. (Suncoast), a broker- dealer located in Fort Lauderdale, Florida, that was registered with the Commission from 1993 to 2000. The Commission's Order finds that Singer violated antifraud provisions of the federal securities laws when he executed or reviewed and approved trades at off-market prices between Deborah J. Breckenridge, a registered representative at Suncoast, and Anthony Dong-Yin Shen, an employee of Suncoast's client, New York Life Insurance Company, Inc. Specifically, the Commission's Order finds that, between July 1998 and April 1999, Singer executed or reviewed and approved six trades in U.S. Treasury securities between Breckenridge and Shen. The Order finds that although Singer knew the prevailing market prices for the securities being traded, he executed or reviewed and approved the trades at prices that were off-market and not reasonably related to the prevailing market prices. The markdowns on the securities were between 5.5/32 percent to 10/32 percent of the face value of the securities. The Order finds that, through his execution or review and approval of the six trades, Singer breached his duty to treat New York Life Insurance Company fairly. Singer has consented, without admitting or denying the Commission's findings, to the entry of an Order that: 1) requires him to cease and desist from violating the antifraud provisions contained within Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; 2) suspends him from association with any broker or dealer for a period of three months; and 3) requires him to pay a civil money penalty of $25,000. (Rels. 33- 8292; 34-48548; File No. 3-11273) CEASE-AND-DESIST ORDER ENTERED AGAINST ANALYTICAL SURVEYS, INC. FOR REPORTING, BOOKS AND RECORDS, AND INTERNAL CONTROLS VIOLATIONS On September 26, the Commission entered an Order Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order Pursuant to Section 21C of the Securities Exchange Act of 1934 (Order) against Analytical Surveys, Inc. (ASI). ASI consented to the entry of the Order without admitting or denying the findings of the Commission. In the Order, the Commission found that ASI violated reporting, books and records, and internal controls provisions of the federal securities laws. More specifically, the Commission found that on or about Oct. 1, 1998 through on or about December 31, 1999, ASI's employees misallocated direct contract costs to overhead on certain contracts, improperly shifted costs from contract to contract, and improperly lowered estimates of total direct costs on certain contracts. The Commission also found that as a result of this conduct, ASI filed fiscal 1999 quarterly reports and a fiscal 1999 annual report that contained inflated revenue and earnings figures. The Commission further found that ASI employees frequently changed estimates of total direct costs with no review by others and no written record of the reason for the change; that each of ASI's facilities was supposed to review its direct cost estimates monthly, but one facility essentially stopped conducting reviews in or about 1998; that ASI's accounting staff did not regularly review charges to overhead or fluctuations in cost estimates for propriety and accuracy; and that ASI had no internal audit function. (Rel. 34-48549; AAE Rel. 1875; File No. 3-11274) SEC HALTS ONGOING HEDGE FUND FRAUD The Commission announced that on September 25 the Hon. Frederick J. Martone, U.S. District Judge for the District of Arizona, issued a temporary restraining order halting an ongoing fraudulent scheme to sell unregistered interests in a hedge fund called Millennium Capital Hedge Fund, L.P. (Millennium) of Gilbert, Arizona. In addition to Millennium, the Commission's complaint also charges two investment advisers: Millennium Capital Group, LLC (MLLC) of Gilbert, Arizona, and Andreas F. Zybell, age 48, of Homosassa Springs, Florida. The complaint alleges that Millennium seeks to raise $5 million through the sale of limited partnership interests. As alleged in the complaint, the defendants have raised at least $1.4 million, including $697,000 since June 30, 2003, from investors in Arizona, California, Illinois, Iowa, New Mexico, Pennsylvania, and Utah. The complaint also alleges that the defendants represent that MLLC and Zybell would use investor funds to trade securities for Millennium, including publicly traded stocks and options. The complaint further alleges that the defendants falsely represent to investors that Millennium achieved a 46% return for the twelve months ended June 30, 2003, when, in fact, Millennium had substantially lower returns of less than 14%. Finally, the complaint alleges that the defendants fail to disclose to investors that the Nevada Secretary of State revoked Millennium's limited partnership status on June 1, 2003, thereby prohibiting Millennium from conducting operations as a limited partnership. The Court granted the Commission's applications for a temporary restraining order; granted expedited discovery; and issued orders freezing the assets of Millennium's brokerage account and prohibiting the destruction of documents by the defendants. The temporary restraining order bars Millennium, MLLC, and Zybell from committing securities fraud in violation of Section 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Court's order also bars MLLC and Zybell from committing securities fraud in violation of Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. Furthermore, the Court's order bars each of the defendants from violating the securities registration provisions of Sections 5(a) and 5(c) of the Securities Act. The Court's order also bars Millennium from violating the investment company registration provision of Section 7(a) of the Investment Company Act of 1940. A hearing on whether a preliminary injunction and other relief should be issued against the defendants is scheduled for Nov. 14, 2003. In addition to the interim relief granted on Sept. 25, 2003, the Commission seeks a final judgment against all the defendants, enjoining them from future violations of the securities registration and antifraud provisions of the federal securities laws, enjoining Millennium from violating the investment company registration provisions, ordering defendants to disgorge all ill-gotten gains plus interest, and assessing civil penalties against them. This case is the product of an investigation by the Securities and Exchange Commission, the Arizona Attorney General's Office, and the Arizona Corporation Commission. [SEC v. Millennium Capital Hedge Fund, L.P., Millennium Capital Group, LLC, and Andreas F. Zybell, Case No. CV- 03-1862-PHX-FJM (D. Ariz.)] (LR-18362) FRAUD CHARGES FILED IN FEDERAL COURT AGAINST THE FORMER OFFICERS OF HAMILTON BANCORP, INC. The Commission announced today that it filed a federal civil action charging Eduardo A. Masferrer (Masferrer), Juan Carlos Bernac‚ (Bernac‚) and John M.R. Jacobs (Jacobs) with securities fraud. Masferrer, Bernac‚ and Jacobs were officers of Hamilton Bancorp, Inc. (Hamilton), the publicly-traded holding company for Hamilton Bank, N.A. (Hamilton Bank), a Miami-based former national bank. Specifically, Masferrer was the president, chief executive officer and chairman of Hamilton, Bernac‚ was its executive vice president and a director, and Jacobs was its senior vice president and chief financial officer. According to the complaint, the SEC alleges that Hamilton Bank, through Masferrer, Bernac‚ and Jacobs, engaged in a series of manipulative exchange transactions designed to fraudulently allow the bank to hide tremendous losses associated with severely impaired foreign investments. The SEC alleges that, as a result of these transactions, which took place during the period of about September 1998 and September 1999, Hamilton materially overstated its income and other financial results in periodic filings made with the Commission and in press releases issued to the public. Moreover, Hamilton is alleged to have failed to make and keep books, records and accounts, and to devise and maintain a system of internal controls as required by the federal securities laws. The SEC's complaint alleges that, as a result of the conduct described above, Masferrer, Bernac‚ and Jacobs violated Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder, and aided and abetted Hamilton's violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. The complaint further alleges that Bernac‚ and Jacobs violated, in addition to the above provisions, Rule 13b2-2 promulgated under the Exchange Act. The SEC seeks permanent injunctions, officer and director bars, disgorgement of ill-gotten gains plus prejudgment interest and the imposition of civil money penalties against Masferrer, Bernac‚ and Jacobs. [SEC v. Eduardo A. Masferrer, Juan Carlos Bernac‚ and John M.R. Jacobs, Civil Action No. 03-22524-CIV- Jordan/Brown, SDFL) (LR-18363) NEW JERSEY WOMAN HELD IN CONTEMPT IN INTERNET SCAM The Commission today announced that on September 11 the U.S. District Court for the District of New Jersey granted the SEC's application for an order of civil contempt against Angelica Gwinnett. Gwinnett is the former president of U.S. Funding Corporation, a New Jersey company that defrauded investors out of over $2 million in an internet securities scam and is now in a court-ordered receivership. The court found that Gwinnett violated an asset freeze order issued on May 2, 2002, by cashing an investor check and continuing to spend investor funds after the company's assets were frozen. The contempt order requires Gwinnett to remit $22,327.34 to the company's escrow account within ten days of her receipt of the order or face possible arrest. Gwinnett must also pay attorney fees and costs to the SEC. In a related matter, the U.S. Attorney for the District of New Jersey has arrested Gwinnett for the misconduct previously charged by the SEC. An indictment unsealed on September 11 charges Gwinnett with ten counts of wire fraud for her role in the U.S. Funding scam and one count of obstruction of justice for her violation of the asset freeze order (See United States v. Angelica Gwinnett a/k/a Angelica Valenzuela, USDC for the District of New Jersey, Criminal Action No. 03-638, KSH). [SEC v. U.S. Funding Corporation, U.S. Funding Company, Capital Concept Marketing, Inc, Angelica Gwinnett and Charles Fremer, USDC for the District of New Jersey, Civil Action No. 02-2089 (WJM)] (LR-18365) HOLDING COMPANY ACT RELEASES THE CONNECTICUT LIGHT AND POWER COMPANY A notice has been issued giving interested persons until Oct. 20, 2003 to request a hearing on a proposal by The Connecticut Light and Power Company (CL&P), a public-utility company subsidiary of Northeast Utilities, a registered holding company, to amend its charter or, alternatively, waive a provision of its charter. An order has been issued authorizing CL&P to solicit proxies from its shareholders relating to those proposals. (Rel. 35-27726) SELF-REGULATORY ORGANIZATIONS APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change (SR-CBOE-2002-55) and Amendment No. 1 thereto submitted by the Chicago Board Options Exchange to permanently approve its rapid opening system. (Rel. 34-48529) PROPOSED RULE CHANGE The International Securities Exchange filed a proposed rule change (SR- ISE-2003-03) and Amendment No. 1 thereto to amend ISE Rule 803 to clarify the obligations of primary market makers. Publication of the proposal is expected in the Federal Register during the week of September 29. (Rel. 34-48539) 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-4 HUMBOLDT BANCORP, 2998 DOUGLAS BLVD., SUITE 330, ROSEVILLE, CA, 95661, 916.677.1133 - 2,242,000 ($79,591,000.00) Equity, (File 333-109095 - Sep. 25) (BR. 07) S-3 I FLOW CORP /DE/, 20202 WINDROW DRIVE, LAKE FOREST, CA, 92630, 9292062700 - 1,932,376 ($20,560,480.00) Equity, (File 333-109096 - Sep. 25) (BR. 36) S-8 WELLPOINT HEALTH NETWORKS INC /DE/, 8187034000 - 0 ($41,213,467.82) Equity, (File 333-109097 - Sep. 25) (BR. 01) S-3 SFBC INTERNATIONAL INC, 11190 BISCAYNE BLVD, NORTH MIAMI, FL, 33181, 3058950304 - 0 ($93,019,314.00) Equity, (File 333-109098 - Sep. 25) (BR. 01) S-2 HERSHA HOSPITALITY TRUST, 148 SHERATON DRIVE, BOX A, NEW CUMBERLAND, PA, 17070, 7177702405 - 0 ($77,452,500.00) Equity, (File 333-109100 - Sep. 25) (BR. 08) S-3 LIONS GATE ENTERTAINMENT CORP /CN/, 3 BENTALL CENTER ,SUITE 3123, BURRARD ST, VANCOUVER BC CANADA, A1, V7X 1J1, 6046096110 - 0 ($250,000,000.00) Other, (File 333-109101 - Sep. 25) (BR. 05) S-8 IONICS INC, 65 GROVE ST, WATERTOWN, MA, 02172, 6179262500 - 900,000 ($25,137,000.00) Equity, (File 333-109103 - Sep. 25) (BR. 36) S-8 ROTO-ROOTER INC, 2600 CHEMED CTR, 255 E FIFTH ST, CINCINNATI, OH, 45202, 5137626900 - 450,000 ($16,462,849.00) Equity, (File 333-109104 - Sep. 25) (BR. 02) SB-2 AXCESS INTERNATIONAL INC/TX, 3208 COMMANDER DR, DALLAS, TX, 75006, 9724076080 - 0 ($9,337,307.00) Equity, (File 333-109105 - Sep. 25) (BR. 03) F-6 WOORI FINANCE HOLDINGS CO LTD, 100,000,000 ($5,000,000.00) Equity, (File 333-109106 - Sep. 25) (BR. 09) S-3 EXPRESSJET HOLDINGS INC, 1600 SMITH STREET HQSCE, HOUSTON, TX, 77002, 7133242639 - 137,200,000 ($137,200,000.00) Debt Convertible into Equity, (File 333-109108 - Sep. 25) (BR. 05) S-8 MILLENNIUM BIOTECHNOLOGIES GROUP INC, 720 MILTON ROAD, STE J3, RYE, NY, 10580, 9149216389 - 1,200,000 ($1,458,000.00) Equity, (File 333-109109 - Sep. 25) (BR. 06) S-8 CNS INC /DE/, PO BOX 39802, MINNEAPOLIS, MN, 55439, 6128206696 - 650,000 ($7,572,500.00) Equity, (File 333-109110 - Sep. 25) (BR. 36) F-6 JIANGXI COPPER CO LTD, 15 YEJIN AVENUE, GUIXI CITY, JIANGXI, F4, 00000, 10,000,000 ($1,000,000.00) ADRs/ADSs, (File 333-109111 - Sep. 25) (BR. ) S-8 SPX CORP, 13515 BALLANTYNE CORPORATE PLACE, CHARLOTTE, NC, 28277, 704-752-4400 - 0 ($160,853,207.78) Equity, (File 333-109112 - Sep. 25) (BR. 36) S-8 TRAFFIX INC, ONE BLUE HILL PLAZA, PO BOX 1665, PEARL RIVER, NY, 10965, 9146201212 - 0 ($1,667,500.00) Equity, (File 333-109113 - Sep. 25) (BR. 05) S-2 ANTARES PHARMA INC, 707 EAGLEVIEW BOULEVARD, SUITE 414, EXTON, PA, 19341, 610-458-6200 - 0 ($34,621,340.00) Equity, (File 333-109114 - Sep. 25) (BR. 36) SB-2 VENDINGDATA CORP, 7027337195 - 0 ($25,000,000.00) Equity, (File 333-109115 - Sep. 25) (BR. 02) S-3 SCHOOL SPECIALTY INC, W6316 DESIGN DRIVE, GREENVILLE, WI, 54942, (920) 734-5712 - 0 ($132,335,000.00) Debt Convertible into Equity, (File 333-109116 - Sep. 25) (BR. 04) SB-2 AXIOM PHARMACEUTICALS INC, US REPRESENTATIVE OFFICE, 8324 DELGANY AVENUE, PLAYA DEL REY, CA, 90293, 3103017728 - 7,845,000 ($36,703,850.00) Other, (File 333-109117 - Sep. 25) (BR. 08) SB-2 TURBINE TRUCK ENGINES INC, 1200 FLIGHTLINE BLVD SUITE 5, DELAND, FL, 32724, 904-943-8358 - 1,000,000 ($2,000,000.00) Equity, (File 333-109118 - Sep. 25) (BR. ) SB-2 COATES MOTORCYCLE CO LTD, 2100 HIGHWAY #34 & RIDGEWOOD ROAD, WALL TOWNSHIP, NJ, 07719, 7324497717 - 2,000,000 ($20,000,000.00) Equity, (File 333-109119 - Sep. 25) (BR. ) S-3 MEMC ELECTRONIC MATERIALS INC, 501 PEARL DR, ST PETERS, MO, 63376, 6364745000 - 0 ($633,000,000.00) Equity, (File 333-109120 - Sep. 25) (BR. 36) S-8 ESPEED INC, 135 E. 57TH STREET, 135 E. 57TH STREET, NEW YORK, NY, 10022, 2129385000 - 19,800,000 ($505,989,000.00) Equity, (File 333-109121 - Sep. 25) (BR. 08) S-1 GLOBAL MACRO TRUST, C/O MILLBURN CORP, 411 WEST PUTNAM AVENUE, GREENWICH, CT, 06830, 2036257554 - 0 ($1,000,000,000.00) Other, (File 333-109122 - Sep. 25) (BR. 08) F-3 CANWEST MEDIA INC, 31ST FL TD CENTRE 201 PORTAGE AVE, WINNIPEG MANITOBA CANADA, A6, 00000, 2049562025 - 0 ($41,880,457.00) Non-Convertible Debt, (File 333-109123 - Sep. 25) (BR. 37) S-8 URANIUM POWER CORP, 206-475 HOWE ST, VANCOUVER BC, A1, 00000, 6046858355 - 0 ($475,000.00) Equity, (File 333-109124 - Sep. 25) (BR. 04) S-4 BOSTON PRIVATE FINANCIAL HOLDINGS INC, 10 POST OFFICE SQ, BOSTON, MA, 02109, 6175561900 - 0 ($24,710,056.00) Equity, (File 333-109126 - Sep. 25) (BR. 07) S-3 ISCO INTERNATIONAL INC, 451 KINGSTON CT, MOUNT PROSPECT, IL, 60056, 8473919400 - 0 ($16,821,472.00) Equity, (File 333-109127 - Sep. 25) (BR. 36) S-11 INTERVEST MORTGAGE CORP, 10 ROCKEFELLER PLZ STE 1015, NEW YORK, NY, 10020, 2127577300 - 1,000 ($10,000,000.00) Non-Convertible Debt, (File 333-109128 - Sep. 25) (BR. 08) S-1 MARSHALL EDWARDS INC, 140 WICKS RD., NORTH RYDE, C3, NSW 2113, 0 ($32,890,000.00) Equity, (File 333-109129 - Sep. 25) (BR. ) S-3 DST SYSTEMS INC, 333 WEST 11TH STREET, 5TH FL, KANSAS CITY, MO, 64105-1594, 8164356568 - 840,000,000 ($840,000,000.00) Debt Convertible into Equity, 17,133,488 ($0.00) Equity, (File 333-109130 - Sep. 25) (BR. 03) S-3 ABBOTT LABORATORIES, 100 ABBOTT PARK ROAD, D-322 AP6D, ABBOTT PARK, IL, 60064-3500, 8479376100 - 0 ($1,250,000,000.00) Non-Convertible Debt, (File 333-109132 - Sep. 25) (BR. 01) S-4 MORTONS RESTAURANT GROUP INC, 3333 NEW HYDE PK RD STE 210, NEW HYDE PARK, NY, 11042, 5166271515 - 0 ($105,000,000.00) Non-Convertible Debt, (File 333-109133 - Sep. 25) (BR. 05) S-8 AMERIGROUP CORP, 4425 CORPORATION LANE, SUITE 100, VIRGINIA BEACH, VA, 23462, 7574906900 - 0 ($185,624,597.00) Equity, (File 333-109134 - Sep. 25) (BR. 01) S-3 LIFECELL CORP, ONE MILLENNIUM WAY, BRANCHBURG, NJ, 08876, 9089471100 - 0 ($25,645,285.00) Equity, (File 333-109135 - Sep. 25) (BR. 01) 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 ------------------------------------------------------------------------------------------------ ABINGTON BANCORP INC MA X X 09/25/03 ADVANCED MARKETING SERVICES INC DE X 09/24/03 AEP INDUSTRIES INC DE X 09/22/03 AGILYSYS INC OH X X 09/15/03 AMERICAN BIO MEDICA CORP NY X 09/23/03 AMERICAN BUSINESS FINANCIAL SERVICES DE X X 09/25/03 AMERICAN PHARMACEUTICAL PARTNERS INC DE X X 09/25/03 AMERICAS SENIOR FINANCIAL SERVICES IN FL X 09/25/03 AMERON INTERNATIONAL CORP DE X X 09/25/03 ANC RENTAL CORP DE X X X 09/24/03 ANCHOR GLASS CONTAINER CORP /NEW DE X 09/25/03 ANTHRACITE CAPITAL INC MD X X 09/25/03 ANTIGENICS INC /DE/ DE X 09/24/03 APHTON CORP DE X X 09/19/03 ASSURE ENERGY INC DE X X 09/11/03 ATNG INC TX X X 09/10/03 AVADO BRANDS INC GA X X 09/25/03 AZZ INC TX X X X 09/25/03 BA MASTER CREDIT CARD TRUST / X 09/15/03 BANYAN CORP /OR/ OR X X 09/18/03 BANYAN CORP /OR/ OR X X 09/22/03 BAY VIEW SECURITIZATION CORP DE X 09/15/03 BAY VIEW SECURITIZATION CORP DE X 09/15/03 BAY VIEW TRANSACTION CORP X 09/15/03 BEAR STEARNS COMMERCIAL MORTGAGE SECU DE X X 09/22/03 BECKMAN COULTER INC DE X X 09/24/03 BIOSANTE PHARMACEUTICALS INC WY X X 09/24/03 BMW VEHICLE OWNER TRUST 2001-A DE X 09/25/03 BMW VEHICLE OWNER TRUST 2002-A X 09/25/03 BMW VEHICLE OWNER TRUST 2003-A X 09/25/03 BROADLEAF CAPITAL PARTNERS INC CO X 09/24/03 BROWN FORMAN CORP DE X X 09/25/03 BUCKEYE TECHNOLOGIES INC DE X 09/25/03 C&D TECHNOLOGIES INC DE X X 07/25/03 C-BASS MORTGAGE LOAN ASSET-BACKED CER DE X X 09/25/03 CALIFORNIA MICRO DEVICES CORP CA X 09/25/03 CARAUSTAR INDUSTRIES INC NC X X 09/18/03 CBL & ASSOCIATES PROPERTIES INC DE X 09/24/03 CENTERPOINT ENERGY INC X 09/25/03 CENTRAL HUDSON GAS & ELECTRIC CORP NY X X 09/23/03 CHASE MORTGAGE FINANCE CORP DE X X 09/24/03 CHASE MORTGAGE FINANCE CORP DE X X 09/24/03 CHEESECAKE FACTORY INCORPORATED DE X 09/25/03 CHEMICAL FINANCIAL CORP MI X X 09/25/03 CINCINNATI FINANCIAL CORP DE X 09/25/03 CITICORP MORTGAGE SECURITIES INC DE X 09/25/03 CITICORP MORTGAGE SECURITIES INC DE X 09/25/03 CITICORP MORTGAGE SECURITIES INC DE X 09/25/03 CITICORP MORTGAGE SECURITIES INC DE X 09/25/03 CITICORP MORTGAGE SECURITIES INC DE X 09/25/03 CITICORP MORTGAGE SECURITIES INC DE X 09/25/03 CITICORP MORTGAGE SECURITIES INC DE X 09/25/03 CITIFINANCIAL MORTGAGE SECURITIES INC DE X 09/25/03 CITIFINANCIAL MORTGAGE SECURITIES INC DE X 09/25/03 CITIFINANCIAL MORTGAGE SECURITIES INC DE X 09/25/03 CLICKNSETTLE COM INC DE X X 09/25/03 COMTEX NEWS NETWORK INC DE X 06/30/03 CONCURRENT COMPUTER CORP/DE DE X 09/25/03 CONE MILLS CORP NC X X X 09/24/03 CONSUMERS FINANCIAL CORP PA X X 09/18/03 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 09/25/03 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 09/25/03 CTI DIVERSIFIED HOLDINGS INC DE X 09/24/03 CTS CORP IN X X 09/25/03 CWABS INC REVOLVING HM EQ LN AST BACK DE X X 09/15/03 CWABS INC REVOLVING HM EQU LN ASST BA DE X X 09/15/03 CWABS INC REVOLVING HOME EQ LOAN ASSE DE X X 09/15/03 DARDEN RESTAURANTS INC FL X 09/25/03 EARTHNETMEDIA INC NV X X 09/25/03 AMEND ECC INTERNATIONAL CORP DE X X 09/25/03 ECHOSTAR COMMUNICATIONS CORP NV X X 09/24/03 ECHOSTAR DBS CORP CO X X 09/24/03 EDGETECH SERVICES INC NV X 07/30/03 AMEND EDUCATIONAL DEVELOPMENT CORP DE X X 09/25/03 EDWARDS A G INC DE X 09/24/03 EL PASO ELECTRIC CO /TX/ TX X 09/24/03 EMPIRIC ENERGY INC DE X X 09/24/03 AMEND EUNIVERSE INC NV X X 09/24/03 EXACT SCIENCES CORP DE X 09/23/03 EXELON CORP PA X 09/24/03 EXPRESS SCRIPTS INC DE X 09/25/03 EXULT INC DE X X 09/23/03 FAIRCHILD CORP DE X 06/30/03 FAIRCHILD CORP DE X X 06/30/03 FAIRCHILD SEMICONDUCTOR INTERNATIONAL DE X X 09/25/03 FERRELLGAS PARTNERS L P DE X X X 09/25/03 FINANCIAL ASSET SECURITIES CORP DE X X 09/25/03 FINDWHAT COM INC NV X X 09/25/03 FINISH LINE INC /DE/ DE X X 09/24/03 FIRST COMMUNITY BANCSHARES INC /NV/ NV X X 09/25/03 FIRST NATIONAL FUNDING LLC NE X 09/15/03 FIRST NATIONAL LINCOLN CORP /ME/ ME X 09/25/03 FISHER SCIENTIFIC INTERNATIONAL INC DE X 09/24/03 FLAG TELECOM GROUP LTD X 09/25/03 GELSTAT CORP MN X X 09/25/03 GEO SPECIALTY CHEMICALS INC OH X 08/27/03 AMEND GMAC COMMERICAL MORT SECS INC SERS 20 DE X X 09/10/03 GOLDSPRING AZ X X 06/12/03 AMEND HANDSPRING INC CA X 08/29/03 HARBOR FLORIDA BANCSHARES INC DE X 09/25/03 HARRINGTON WEST FINANCIAL GROUP INC/C X X 09/25/03 HAWTHORNE FINANCIAL CORP CA X X X 09/25/03 HOST AMERICA CORP DE X X X 09/24/03 HOUSEHOLD CONSUMER LOAN TRUST 1997-2 DE X 09/12/02 HOUSEHOLD CREDIT CARD MASTER NOTE TRU DE X 09/15/03 HOUSEHOLD PRIVATE LABEL CREDIT CARD M DE X 09/15/03 HUGHES ELECTRONICS CORP DE X X 09/24/03 IMH ASSETS CORP DE X X 09/25/03 IMPAX LABORATORIES INC DE X X 09/18/03 INET TECHNOLOGIES INC DE X 09/25/03 INFINITY CAPITAL GROUP INC MD X 09/24/03 INTEGRITY FUNDS DE X 09/05/03 AMEND INTERMUNE INC DE X X 09/25/03 INTERNATIONAL DISPLAYWORKS INC OR X X 09/18/03 INTERNATIONAL MICROCOMPUTER SOFTWARE CA X 09/25/03 INTERNATIONAL MULTIFOODS CORP DE X X 09/25/03 INVERESK RESEARCH GROUP INC DE X X 07/29/03 AMEND JACLYN INC DE X X 09/23/03 KANSAS CITY SOUTHERN DE X X 09/23/03 KLAMATH FIRST BANCORP INC OR X X 09/24/03 KOSAN BIOSCIENCES INC CA X 09/19/03 KRAFT FOODS INC VA X X 09/25/03 LAWSON SOFTWARE INC DE X X 09/25/03 LEHMAN ABS CORP DE X 09/25/03 LEVI STRAUSS & CO DE X X 09/25/03 LYNX THERAPEUTICS INC DE X X 09/25/03 MACQUARIE SECURITISATION LTD DE X X 09/22/03 MACQUARIE SECURITISATION LTD DE X X 09/23/03 MANUGISTICS GROUP INC DE X 09/25/03 MAXIMUM DYNAMICS INC X X X 09/24/03 MBNA CREDIT CARD MASTER NOTE TRUST X X 09/25/03 MDSI MOBILE DATA SOLUTIONS INC /CAN/ A1 X X 06/05/03 MEMBERWORKS INC DE X X 09/25/03 MERIDIAN BIOSCIENCE INC OH X X 09/25/03 MERITAGE HOSPITALITY GROUP INC MI X X 09/25/03 MICRON ENVIRO SYSTEMS INC NV X 09/25/03 MINDEN BANCORP INC X X 09/23/03 MINE SAFETY APPLIANCES CO PA X X 09/25/03 MNB HOLDINGS CORP CA X 09/18/03 MONROE BANCORP IN X 09/25/03 MORGAN STANLEY ABS CAPITAL I INC DE X X 09/23/03 MORT ASSET SEC TRANSACTIONS INC MASTR DE X X 09/25/03 MS STRUCTURED ASSET CORP DE X 09/25/03 MULTIMEDIA GAMES INC TX X X 09/25/03 NATIONSBANK OF DELAWARE NA DE X X 09/15/03 NEOGEN CORP MI X 09/24/03 NETIQ CORP X X 09/24/03 NIAGARA CORP DE X X 09/19/03 NICOR INC IL X 09/25/03 NIKE INC OR X X 09/18/03 NOMURA ASSET ACCEPTANCE CORP DE X X 09/25/03 NPS PHARMACEUTICALS INC DE X 09/08/03 OLYMPIC RESOURCES LTD A1 X X X 09/10/03 OMNOVA SOLUTIONS INC OH X X 09/24/03 ONYX ACCEPTANCE FINANCIAL CORP DE X 09/12/03 PACIFIC VEGAS GLOBAL STRATEGIES INC CO X X 01/24/03 AMEND PDF SOLUTIONS INC DE X X X 09/24/03 PENNFED FINANCIAL SERVICES INC DE X X 09/25/03 PHARMACEUTICAL RESOURCES INC NJ X X 09/25/03 PINNACLE ENTERTAINMENT INC DE X X 09/24/03 PRECIS INC OK X X 09/25/03 PRIMARY PDC INC DE X X 08/19/03 PRIME HOLDINGS & INVESTMENTS INC NV X 09/24/03 QUINTILES TRANSNATIONAL CORP NC X X 09/25/03 R F INDUSTRIES LTD NV X 09/25/03 REGEN BIOLOGICS INC DE X 09/25/03 REPTRON ELECTRONICS INC FL X X 09/22/03 RESIDENTIAL ACCREDIT LOANS INC DE X X 09/25/03 RESIDENTIAL ACCREDIT LOANS INC DE X X 09/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 09/25/03 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 09/25/03 RIGGS NATIONAL CORP DE X 09/25/03 RIVERSTONE NETWORKS INC DE X 09/25/03 ROCK TENN CO GA X X 09/23/03 ROUSE COMPANY MD X X 09/25/03 SAILTECH INTERNATIONAL INC NV X X 09/22/03 AMEND SAN HOLDINGS INC CO X 04/04/03 AMEND SANDISK CORP DE X X 09/15/03 SFB BANCORP INC TN X X 09/25/03 SFBC INTERNATIONAL INC DE X 08/04/03 AMEND SHARPS COMPLIANCE CORP DE X 09/24/03 SILICON LABORATORIES INC DE X X X 09/25/03 SILICON VALLEY BANCSHARES DE X 09/25/03 SMART & FINAL INC/DE DE X X 09/24/03 SOLECTRON CORP DE X X 09/25/03 SPANISH BROADCASTING SYSTEM INC DE X X 09/18/03 STANDARD MICROSYSTEMS CORP DE X 09/25/03 STANDARD PACIFIC CORP /DE/ DE X X 09/24/03 STONE ENERGY CORP DE X X 09/24/03 STRATUS SERVICES GROUP INC DE X X X 09/10/03 SUMMIT PROPERTIES INC MD X X 09/25/03 SUMMIT PROPERTIES PARTNERSHIP L P DE X X 09/25/03 SUNOCO INC PA X X 09/25/03 TARGET RECEIVABLES CORP MN X 09/22/03 TENET HEALTHCARE CORP NV X 09/24/03 TIDEWATER INC DE X 09/25/03 TIME WARNER TELECOM INC DE X 08/07/03 TOTAL ENTERTAINMENT RESTAURANT CORP DE X 09/24/03 TOWN & COUNTRY TRUST MD X 09/25/03 TRADESTATION GROUP INC FL X X 09/25/03 TRANSAX INTERNATIONAL LTD CO X X 09/24/03 TRUE HEALTH INC UT X 09/24/03 AMEND UNITY BANCORP INC /DE/ DE X X 09/22/03 UNIVERSAL HOSPITAL SERVICES INC MN X X 09/25/03 URS CORP /NEW/ DE X X 09/24/03 UTSTARCOM INC DE X 09/24/03 VANS INC DE X X 09/25/03 VANTAGEMED CORP DE X X 09/23/03 VENTURE CATALYST INC UT X X 09/25/03 VENUS EXPLORATION INC DE X X 09/22/03 VERTEX PHARMACEUTICALS INC / MA MA X 09/25/03 WALTER INDUSTRIES INC /NEW/ DE X 09/23/03 WARWICK COMMUNITY BANCORP INC DE X X 09/25/03 WATERFORD GAMING LLC DE X 09/25/03 WCI COMMUNITIES INC X X 09/24/03 WEBCO INDUSTRIES INC OK X X 09/24/03 WEIDER NUTRITION INTERNATIONAL INC DE X X 09/25/03 WELLS REAL ESTATE FUND X L P GA X X 09/11/03 WELLS REAL ESTATE FUND XI L P GA X X 09/11/03 WINTER SPORTS INC /NEW MT X X 09/25/03 XML GLOBAL TECHNOLOGIES INC CO X X 09/19/03