SEC NEWS DIGEST Issue 2002-226 November 22, 2002 COMMISSION ANNOUNCEMENTS SEC SUSPENDS TRADING IN SECURITIES OF CONCENTRAX, INC. The Securities and Exchange Commission announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934, of trading of the securities of Concentrax, Inc., stock symbol CTRX, of Houston, Texas, at 9:30 a.m. EST on Friday, November 22 and terminating at 11:59 p.m. EST on Friday, December 6, 2002. The Commission temporarily suspended trading in the securities of Concentrax because of questions that have been raised about the accuracy and adequacy of assertions in press releases by Concentrax concerning, among other things, the existence, status and description of agreements announced by Concentrax in its press releases of October 9, 2002, October 23, 2002, and October 31, 2002. The Commission cautions broker-dealers, shareholders and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by the company. Further, brokers and dealers should be alert to the fact that, pursuant to Rule 15c2-11 under the Exchange Act, at the termination of the trading suspension, no quotation may be entered unless and until they have strictly complied with all of the provisions of the rule. If any broker or dealer has any questions as to whether or not he has complied with the rule, he should not enter any quotation but immediately contact the staff of the Securities and Exchange Commission in Washington, D.C. If any broker or dealer is uncertain as to what is required by Rule 15c2- 11, he should refrain from entering quotations relating to Concentrax's securities until such time as he has familiarized himself with the rule and is certain that all of its provisions have been met. If any broker or dealer enters any quotation that is in violation of the rule, the Commission will consider the need for prompt enforcement action. If any broker-dealer or other person has any information that may relate to this matter, they should immediately communicate it to Spencer C. Barasch of the Fort Worth District Office of the Securities and Exchange Commission at (817) 978-6425. (Rel. 34-46884) HERB PERONE NAMED DEPUTY PUBLIC AFFAIRS DIRECTOR The Securities and Exchange Commission announced today the appointment of Herb Perone as Deputy Director of the Office of Public Affairs. Perone, 50, is a veteran of 25 years in broadcast and print journalism - including stints with ABC News, CNN and several local and regional newspapers. Immediately prior to joining the SEC, Perone served as Director of Media Relations & External Communications for the American Council of Life Insurers. As deputy director, Perone will play an important role in the management of the office and serve as a key advisor to the director. "Herb's impressive experience as a journalist, along with his background in the financial services industry, are particularly valuable to the Public Affairs office at this time," said Christi Harlan, Director of the Office of Public Affairs. "This agency, and the investors it serves, will benefit from his ability to communicate the important work of the SEC." (Press Rel. 2002-167) RULES AND RELATED MATTERS IMPLEMENTATION OF STANDARDS OF PROFESSIONAL CONDUCT FOR ATTORNEYS The Commission is proposing for comment an amendment to its rules to implement Section 307 of the Sarbanes-Oxley Act of 2002. The proposed rule would specify standards of professional conduct for attorneys appearing and practicing before the Commission in the representation of issuers. In particular, the proposed rule would require an attorney to report evidence of a material violation of securities laws, a material breach of fiduciary duty, or similar material violation by the issuer or by any officer, director, employee, or agent of the issuer to the issuer's chief legal officer or the chief executive officer of the company, or the equivalents. If they do not respond appropriately to the evidence, the rule would require the attorney to report the evidence to the issuer's audit committee, another committee of independent directors, or the full board of directors. If the directors do not respond appropriately, the rule would require or permit the attorney to withdraw and notify the Commission of the withdrawal. For further information, please contact Timothy N. McGarey or Edward C. Schweitzer in the Office of the General Counsel at 202-942-0835. (Rels. 33-8150; 34-46868; IC-25829; File No. S7-45-02) ENFORCEMENT PROCEEDINGS TIME EXTENDED FOR SCHWENDIMAN PARTNERS, LLC TO COMPLY WITH UNDERTAKING In an Order on July 11, 2002, the Commission instituted proceedings against and accepted an offer of settlement from Schwendiman Partners, LLC, a Lincoln, Nebraska, investment adviser firm, and its principals based on the Commission's finding of three separate breaches of fiduciary duty by Schwendiman Partners, LLC. The Order required, among other things, that Schwendiman comply with its undertaking to retain an independent consultant to review Schwendiman's existing policies and procedures designed to prevent and detect federal securities laws violations. Schwendiman undertook to require the consultant to prepare a report making recommendations regarding Schwendiman's policies and procedures and to deliver a copy of that report to the Commission staff. The independent consultant retained by Schwendiman pursuant to the July 11, 2002 Order requested a 90-day extension to complete the report. The Commission found that the requested extension was appropriate in the public interest and today issued an Order granting an extension until February 8, 2003. (Rels. 33-8149; 34-46863; IA-2083; File No. 3-9809) IN THE MATTER OF PETER RESTIVO, INC., D/B/A U.S. FUNDING, PETER RESTIVO, NICOLA A. LIANTONIO, JR., AND CESARE J. IORI, JR. On November 21, the Commission issued Orders Instituting Administrative Proceedings, Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 against Peter Restivo, Inc., d/b/a U.S. Funding (U.S. Funding), Peter C. Restivo, Nicola A. Liantonio, Jr., and Cesare J. Iori, Jr. The Orders find that Restivo, Liantonio and Iori were associated with U.S. Funding, an unregistered broker dealer, and that permanent injunctions were entered against each of them in a civil action captioned SEC v. Emsanet Internet Services, Inc., et al. (Civ. 02-532, E.D.N.Y., ADS). In this action, U.S. Funding, Restivo, Liantonio and Iori were permanently enjoined from further violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 15(a)(1) and 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Based on the above, the Orders bar U.S. Funding, Restivo, Liantonio and Iori from association with any broker or dealer. U.S. Funding, Restivo, Liantonio, and Iori consented to the issuance of the Orders without admitting or denying any of the allegations in the civil injunctive action. (Rels. 34-46864; 34-46865; 34-46866; 34-46867; File Nos. 3- 10439; 3-10940; 3-10941; 3-10942) SEC SUSPENDS ACLN'S AUDITOR, BDO INTERNATIONAL (CYPRUS), AND TWO AUDIT PARTNERS FROM APPEARING OR PRACTICING BEFORE THE COMMISSION On November 21, the Commission filed settled administrative proceedings against BDO International of Nicosia, Cyprus (BDO), and two of its partners, Minas Ioannou and Christakis Ioannou, in connection with the auditing services they provided to ACLN Ltd. BDO is the Cyprus member firm of a separate organization with the same name, BDO International, a worldwide network of professional accountancy and consulting firms. Minas Ioannou is the managing partner of BDO and Christakis Ioannou a partner in that firm. The Commission's order suspends BDO, Minas Ioannou, and Christakis Ioannou from appearing or practicing as accountants before the Commission. On October 10, 2002, the United States District Court for the Southern District of New York entered a final judgment against BDO, Minas Ioannou, and Christakis Ioannou, permanently enjoining each of them from violating or aiding and abetting violations of the anti-fraud, reporting, record-keeping, and internal control provisions of the federal securities laws, Section 17(a) of the Securities Act of 1933, Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934, and Rules 10b-5, 12b-20, 13a-1 and 13a-16 thereunder. The judgment also ordered the firm to disgorge all audit and other fees received from ACLN. The Commission's complaint in that matter alleged that ACLN's financial statements for 1998-2001 were materially false and misleading because, among other things, they grossly overstated the company's revenues, income and assets. See LR-17776 (October 8, 2002). The complaint further alleged that BDO, Minas Ioannou and Christakis Ioannou knew or were reckless in not knowing that the BDO audit reports issued concerning ACLN were false and misleading because, contrary to the audit reports, BDO was not independent from its client, ACLN's financial statements were not prepared in conformity with Generally Accepted Accounting Principles, and BDO's audits of ACLN were not conducted in accordance with Generally Accepted Auditing Standards. The complaint alleged, among other things, that during the period BDO served as ACLN's auditor, an entity that prepared ACLN's books and records was owned and managed by BDO employees, including one that worked on the ACLN audit, and other family members of BDO partners. The complaint further alleged that neither Minas Ioannou, the engagement partner on the ACLN audits, nor Christakis Ioannou, the audit manager, had any training or experience in U.S. GAAP or U.S. GAAS. Among other audit failures, the BDO auditors were alleged to have failed to independently verify or confirm source documents provided by ACLN, i.e., invoices, bank statements, or the existence of ACLN's customers. These failures corresponded to allegations in the complaint that, among other things, ACLN management submitted false bank records to BDO, that ACLN's new car sales line of business, accounting for over 50% of its revenue, did not exist, and that its reported results for its used car line of business were substantially overstated. BDO, Minas Ioannou, and Christakis Ioannou, without admitting or denying the allegations in the Commission's complaint, consented to the entry of the injunctive order. They consented, pursuant to Commission Rule 102(e), to a suspension from appearing or practicing before the Commission based on the entry of the injunction. (Rels. 34-46880; AAER- 1972; File No. 3-10947) SEC OBTAINS FINAL JUDGMENT AND CONCLUDES CASE INVOLVING $2.5 MILLION STOCK OFFERING FRAUD The Commission announced that following a decision by the Honorable Gerard E. Lynch, United States District Court Judge for the Southern District of New York, the Commission's action in SEC v. Inorganic Recycling Corp., et al., (S.D.N.Y., 99 Civ. 10159, GEL), alleging securities fraud and other violations, has now been concluded. On November 19, Judge Lynch granted the Commission's motion for an order requiring defendant Edward Halloran, following his default earlier in the case, to disgorge his ill-gotten gains and pay a civil penalty for his violations. The court found Halloran jointly and severally liable with another defendant, Michelle Caridi, for $1,042,292 in disgorgement, plus $487,535 in prejudgment interest, and imposed a $1 million civil penalty against Halloran. The court previously entered a partial final judgment on default against Halloran, permanently enjoining him from violating the relevant registration and antifraud provisions of the federal securities laws, and barring him from serving as an officer or director of a public company. On November 19, the Commission also withdrew its claims for disgorgement and a civil penalty against defendant Richard Furman. Newly obtained evidence showed that Furman did not retain or make use of any investor funds, but rather acted solely as a conduit for transferring funds to Halloran and Caridi. The funds that the Commission had previously sought to have Furman disgorge were included in the disgorgement amount that the Court ordered Halloran to pay. In a parallel criminal case brought by the New York County District Attorney's Office (NYDA), Furman was sentenced to twelve months in prison and paid $20,000 in restitution. The court previously entered a partial final consent judgment against Furman permanently enjoining him from violating the relevant registration and antifraud provisions. The Commission's complaint was filed on September 30, 1999, alleging that from August 1995 to October 1997, defendants Halloran, Caridi, Daniel J. Moore, and Furman conducted a fraudulent offering of securities issued by defendant Inorganic Recycling Corp., a hazardous waste recycling company based in Coral Springs, Florida. The complaint alleges that Caridi, Moore, Halloran and Furman made a series of material misrepresentations to investors, including, among other things, that the offering proceeds would be used for working capital when, in truth, the lion's share of the offering proceeds -- at least $1.6 million of $2.5 million raised from investors -- were misappropriated for the personal benefit of Halloran, Caridi, and Moore. The Commission has now obtained final judgments or otherwise resolved its claims against all the defendants. On August 23, 2002, the court granted the Commission's motion for summary judgment against Caridi and Moore on the issues of disgorgement and civil penalties. The court ordered that Caridi pay $1,010,764 in disgorgement, plus $487,535 in prejudgment interest, and imposed a $100,000 civil penalty against Caridi. The court ordered Moore to pay $177,000 in disgorgement and $115,769 in prejudgment interest. The court previously entered partial final consent judgments against Caridi and Moore, permanently enjoining them from violating the relevant registration and antifraud provisions, and barring them from serving as officers or directors of a public company. On September 20, 2002, the Commission voluntarily dismissed its claims against defendant Inorganic, which has filed a petition under Chapter 7 of the United States Bankruptcy Code and is being liquidated. In the parallel criminal case brought by the NYDA, Inorganic contributed $450,000 to a restitution fund for victims of the fraud. There are no other claims pending. [SEC v. Inorganic Recycling Corp., et al., SDNY, 99 Civ. 10159, GEL] (LR-17854) PHILLIP WHITE, FORMER INFORMIX CORPORATION CHAIRMAN, CEO, AND PRESIDENT, CHARGED WITH FRAUD AND OTHER FEDERAL SECURITIES LAW VIOLATIONS On November 21, the Commission filed a civil action in the United States District Court for the Northern District of California against Phillip E. White, formerly President, Chief Executive Officer, and Chairman of the Board of Directors of Informix Corporation. In its complaint, the Commission alleged that White concealed secret side agreements that rendered revenue recognition improper on certain transactions that Informix had included in its financial statements for its fiscal year ended December 31, 1996. White did this to avoid triggering a restatement of Informix's 1996 financial statements. Those financial statements and the independent auditor's unqualified audit report thereon were included in Informix's 1996 Annual Report, Securities and Exchange Commission Form 10-K and were incorporated by reference in Form S-8 registration statements. The Commission seeks a Final Judgment permanently enjoining White from violating or aiding and abetting violations of Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(5) of the Exchange Act, Exchange Act Rules 10b-5, 12b-20, 13a-1, 13b2-1, and 13b2- 2, and Section 17(a) of the Securities Act; barring White from acting as an officer or director of any public company; and requiring White to pay civil money penalties. Separately on November 21, the Office of the United States Attorney for the Northern District of California (USAO) announced that it had indicted White for federal criminal securities, mail, and wire fraud. Today's civil and criminal actions are the result of investigations by the Commission, the USAO, and the San Francisco office of the Federal Bureau of Investigation. Previously, the Commission instituted and simultaneously settled an administrative proceeding against Informix. See In the Matter of Informix Corp., Rels. 33-7788; 34-42326; AAER-1215; File No. 3-10130 (January 11, 2000). The Commission also previously filed a civil complaint, and obtained a default judgment, against Walter Konigseder, an Informix Vice President. See SEC v. Walter Konigseder (Civil Action No. 00-3668, MJJ, N.D. Cal., May 17, 2001), LR-17016, AAER-1398 (May 23, 2001). [SEC v. Phillip E. White, Civil Action No. C 02-5538 JL, N.D. Cal.] (LR-17855; AAER-1671) TEMPORARY RESTRAINING ORDER AND ASSET FREEZE ENTERED AGAINST KEITH MOHN, MOHN ASSET MANAGEMENT AND GENESIS TRADING ASSOCIATES; ASSET FREEZE ALSO ENTERED AGAINST J. PATRICK KISOR, AGAVE, LTD. AND PDK INTERNATIONAL A federal court in Detroit entered an order on November 21 temporarily enjoining Keith Mohn, Mohn Asset Management, L.L.C., and Genesis Trading Associates, L.L.C., from engaging in fraud, unregistered sales of securities, and acting as unregistered brokers, in violation of federal securities laws. The Court also froze the assets of the Mohn defendants and defendants Agave, Ltd., J. Patrick Kisor and PDK International, Inc. The complaint further seeks orders of preliminary and permanent injunction and other relief against the Mohn defendants, and permanent injunctions and other relief against defendants Mohn Financial, Kisor, PDK and Agave for violations of antifraud, securities registration and/or broker-dealer registration provisions of the federal securities laws. The complaint alleges that the defendants engaged in the fraudulent unregistered offer and sale of shares of PDK, Agave, and Genesis. From approximately April 1998 until at least August 2002, Kisor raised approximately $3.7 million for PDK. From approximately September 2000 until at least March 2002, Kisor and Mohn raised approximately $31 million for Agave and Genesis. The complaint alleges that Kisor and Mohn recklessly and knowingly made several misrepresentations to investors, including: * stating that Kisor had engaged in successful options trading and that his low-risk trading strategy had "at least doubled the performance of the S & P 500 for the last five years," when, in fact, his limited trading experience had resulted in losses; * stating that investors' funds would be used to trade options when, in fact, Kisor misappropriated the funds for personal expenditures and undisclosed investments in illiquid stocks of private companies and penny stocks; and * providing false account statements to investors that reflected profitable trading despite their knowledge that the account value information was false. The complaint further alleges that, in offering Genesis investments, Mohn: * falsely represented to investors that the full value of their Agave investments were transferred to Genesis; * did not disclose losses to investors, despite his knowledge of Kisor's misappropriation and loss of investor funds; * mailed Genesis account statements to investors in which he falsely valued their investments; and * Mohn used millions of investor funds for an unsecured loan and for risky non-options investments in 2002, without disclosing this information to investors in Agave or Genesis. The Court also froze the assets of NCB Investments, L.L.C., and PCM, L.L.C., relief defendants that voluntarily consented to the entry of the order, and froze the assets of Gilbert Howard, another relief defendant. Jason Malkin was also named as a relief defendant. The Court has not set a preliminary injunction hearing date. [SEC v. Keith Mohn, Mohn Asset Management, L.L.C., Mohn Financial Group, L.L.C., J. Patrick Kisor, PDK International, Inc., Agave, Ltd., Genesis Trading Associates, L.L.C., NCB Investments, Inc., PCM, L.L.C., Jason Malkin, and Gilbert Howard, Civil Action No. 02-74634, E.D. Mich., filed Nov. 21, 2002] (LR- 17856) INVESTMENT COMPANY ACT RELEASES ORDERS OF DEREGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940 Orders have been issued under Section 8(f) of the Investment Company Act declaring that each of the following has ceased to be an investment company: Lepercq-Istel Trust [File No. 811-631] (Rel. IC-25809 - November 20) Pioneer Global Financials Fund [File No. 811-10107] (Rel. IC-25810 - November 20) Tax Free Money Portfolio [File No. 811-6074] (Rel. IC-25811 - November 20) Pioneer Gold Shares [File No. 811-8661] (Rel. IC-25812- November 20) Pioneer Global Telecoms Fund [File No. 811-10105] (Rel. IC-25813 - November 20) Pioneer Global Health Care Fund [File No. 811-10109] (Rel. IC-25814 - November 20) Mosaic Focus Fund Trust [File No. 811-7473] (Rel. IC-25815 - November 20) GAM Avalon Multi-Technology, LLC [File No. 811-10243] (Rel. IC-25816 - November 20) Merrill Lynch Municipal Strategy Fund, Inc. [File No. 811-72031] (Rel. IC-25817 - November 20) Putnam Balanced Retirement Fund [File No. 811-4242] (Rel. IC-25818 - November 20) Putnam Global Equity Fund [File No. 811-7615] (Rel. IC-25819 - November 20) Credit Suisse International Small Company Fund, Inc. [File No. 811-8737] (Rel. IC-25820 - November 20) Credit Suisse International Equity Fund, Inc. [File No. 811-5765] (Rel. IC-25821 - November 20) Credit Suisse Balanced Fund, Inc. [File No. 811-7517] (Rel. IC-25822 - November 20) Credit Suisse Japan Small Cap Fund, Inc. [File No. 811-8686] (Rel. IC- 25823 - November 20) NY Tax Free Money Portfolio [File No. 811-6075] (Rel. IC-25824 - November 20) Capital Appreciation Portfolio [File No. 811-7408] (Rel. IC-25825 - November 20) MuniHoldings Michigan Insured Fund II, Inc. [File No. 811-9483] (Rel. IC- 25826 - November 20) Merrill Lynch KECALP L.P. 1991 [File No. 811-6287] (Rel. IC-25827 - November 20) AIG LIFE INSURANCE COMPANY, et al. A notice has been issued giving interested persons until December 16, 2002, to request a hearing on an application filed by AIG Life Insurance Company and its Variable Account I, American International Life Insurance Company of New York, AIG SunAmerica Life Assurance Company (AIG SunAmerica) and its separate account Variable Annuity Account Nine (Variable Account Nine), First SunAmerica Life Insurance Company (FSLIC) and its separate account FS Variable Separate Account (FS Separate Account), The Variable Annuity Life Insurance Company (VALIC) and its separate account VALIC Separate Account (VALIC Separate Account), and AIG Equity Sales Corp. (collectively, the Applicants). Applicants seek an order under Section 6(c) of the Act to amend an existing order (Rel. IC-24748, dated November 22, 2000, File No. 812-11982) to extend the existing order to AIG SunAmerica, Variable Account Nine, FSLIC, FS Separate Account, VALIC and VALIC Separate Account (collectively Additional Applicants) (AIG SunAmerica, FSLIC and VALIC are collectively referred to herein as Additional Life Company Applicants); permit, under specific circumstances, the recapture of certain credits applied to premium payments made under the flexible premium deferred variable annuity contracts (Contracts) to be issued by Additional Applicants; extend the relief granted by the existing order to any National Association of Securities Dealers, Inc. member broker-dealer controlling or controlled by, or under common control with, any Additional Life Company Applicant, whether existing or created in the future, that serves as a distributor or principal underwriter of the Contracts offered by Additional Applicants; expand the definition of "Future Contracts" to include contracts to be issued by any Additional Life Company Applicants that are substantially similar in all material respects to the deferred variable annuity contracts covered by the existing order; and expand the definition of "Other Accounts" to include any existing or future separate accounts of Additional Life Company Applicants. (Rel. IC-25828 - November 20) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change filed by the American Stock Exchange relating to member transaction fees for Exchange-Traded Funds (SR-Amex-2002-90) 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 November 25. (Rel. 34-46850) A proposed rule change filed by the Chicago Stock Exchange to establish an OTC Access and Connection Charge for CHX OTC specialist firms (SR-CHX- 200235) 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 November 25. (Rel. 34-46861) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change filed by the Government Securities Clearing Corporation (SR-GSCC-2002-12) under Section 19(b)(2) of the Exchange Act. The proposed rule change allows GSCC to amend its schedule of timeframes so that it may extend its repo collateral substitution deadline by one hour on days GSCC determines to be high volume days. Publication of the proposal is expected in the Federal Register during the week of November 25. (Rel. 34-46855) PROPOSED RULE CHANGES The New York Stock Exchange has filed a proposed rule change (SR- NYSE2002-36) under Rule 19b-4 of the Act to amend and adopt rules, which relate to the establishment, maintenance, and testing of Internal Controls and Supervision. Publication of the proposal is expected in the Federal Register during the week of November 25. (Rel. 34-46858) The National Association of Securities Dealers has filed a proposed rule change (SR-NASD-2002-162) under Rule 19b-4 of the Act to amend and adopt rules, which relate to the establishment, maintenance, and testing of Internal Controls and Supervision. Publication of the proposal is expected in the Federal Register during the week of November 25. (Rel. 34-46859) The International Securities Exchange has filed a proposed rule change (SR-ISE-2001-15) under Rule 19b-4 of the Exchange Act to establish a six- month pilot program in which the allowable quotation spread for options on up to 50 underlying securities will be $5, regardless of the price of the bid. Publication of the notice is expected in the Federal Register during the week of November 25. (Rel. 34-46860) The Commission approved a proposed rule change submitted by the National Association of Securities Dealers (SR-NASD-2002-129) Relating to the Security Futures Risk Disclosure Statement. Publication of the proposal is expected in the Federal Register during the week of November 25. (Rel. 34-46862) 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 UMPQUA HOLDINGS CORP, 200 SW MARKET STREET, SUITE 1900, PORTLAND, OR, 97470, 5035462490 - 807,312 ($12,985,085.37) Equity, (File 333-101357 - Nov. 21) (BR. 07) F-3 CROSSWAVE COMMUNICATIONS INC, CREST YASUDA BLDG 3-21 KANDA NISHIKI-CHO, CHIYODA-KU, TOKYO 101-0054 JAPAN, M0, 00000, 22,500 ($7,167,825.00) Other, (File 333-101358 - Nov. 21) (BR. 37) S-8 STANDARD MANAGEMENT CORP, 10689 NORTH PENNSYLVANIA AVENUE, INDIANAPOLIS, IN, 46240, 3175746200 - 990,000 ($2,945,250.00) Equity, (File 333-101359 - Nov. 21) (BR. 01) S-8 LADENBURG THALMANN FINANCIAL SERVICES INC, 590 MADISON AVENUE 34TH FLOOR, NEW YORK, NY, 10022, 5164701000 - 5,000,000 ($800,000.00) Equity, (File 333-101360 - Nov. 21) (BR. 07) S-8 LADENBURG THALMANN FINANCIAL SERVICES INC, 590 MADISON AVENUE 34TH FLOOR, NEW YORK, NY, 10022, 5164701000 - 4,500,000 ($720,000.00) Equity, (File 333-101361 - Nov. 21) (BR. 07) S-8 TERENCENET INC, 500 N RAINBOW BLVD ST 300, LAS VEGAS, NV, 89107, 200,000 ($18,000.00) Equity, (File 333-101362 - Nov. 21) (BR. 03) S-4 SWEETHEART HOLDINGS INC \DE\, 10100 REISTERSTOWN ROAD, OWINGS MILLS, MD, 21117, 4103631111 - 0 ($110,000,000.00) Non-Convertible Debt, (File 333-101363 - Nov. 21) (BR. 04) S-3 LASERSIGHT INC /DE, 3300 UNIVERSITY BLVD, SUITE 140, WINTER PARK, FL, 32792, 4076789900 - 18,561,294 ($4,361,905.00) Equity, (File 333-101364 - Nov. 21) (BR. 36) S-3 KRISPY KREME DOUGHNUTS INC, 370 KNOLLWOOD ST., SUITE 500, WINSTON SALEM, NC, 27103, 3367222981 - 95,436 ($3,519,679.68) Equity, (File 333-101365 - Nov. 21) (BR. 02) S-8 COOPER COMPANIES INC, 6140 STONERIDGE MALL RD, STE 590, PLEASANTON, CA, 94588, 9254603600 - 0 ($25,498,500.00) Equity, (File 333-101366 - Nov. 21) (BR. 36) S-8 SUMMIT FINANCIAL CORP, 937 N PLEASANTBURG DR, PO BOX 1087, GREENVILLE, SC, 29602, 8642405890 - 237,037 ($2,578,969.00) Equity, (File 333-101367 - Nov. 21) (BR. 07) S-8 IMPAC MEDICAL SYSTEMS INC, 100 W EVELYN AVE, MOUNTAIN VIEW, CA, 94041, 6506238800 - 0 ($64,273,713.00) Equity, (File 333-101368 - Nov. 21) (BR. 03) S-8 BULL RUN CORP, 4370 PEACHTREE RD NE, ATLANTA, GA, 30319, 4042668333 - 1,500,000 ($787,500.00) Equity, (File 333-101369 - Nov. 21) (BR. 03) S-2 VSOURCE INC, 16875 WEST BERNARDO DRIVE, SUITE 250, SAN DIEGO, CA, 92127, 8586185884 - 1,148,603 ($2,756,647.20) Equity, (File 333-101370 - Nov. 21) (BR. 37) S-8 UQM TECHNOLOGIES INC, 7501 MILLER DRIVE, FREDERICK, CO, 80530, 3032782002 - 1,500,000 ($3,960,000.00) Equity, (File 333-101371 - Nov. 21) (BR. 36) S-8 WIZZARD SOFTWARE CORP /CO, 424 GOLD WAY, PITTSBURGH, PA, 15213, 8014241624 - 1,000,000 ($500,000.00) Equity, (File 333-101372 - Nov. 21) (BR. 08) S-3 SEACOR SMIT INC, 11200 RICHMOND AVE, SUITE 400, HOUSTON, TX, 77082, 7137825990 - 300,000,000 ($300,000,000.00) Other, (File 333-101373 - Nov. 21) (BR. 05) S-8 SHARECOM INC /IL/, 2121 W. ARMY TRAIL RD, ADDISON, IL, 60101, 6307051696 - 3,000,000 ($1,980,000.00) Equity, (File 333-101374 - Nov. 21) (BR. 09) S-4 PAN PACIFIC RETAIL PROPERTIES INC, 1631-B S MELROSE DR, VISTA, CA, 92083, 7607271002 - 0 ($230,117,658.00) Equity, (File 333-101376 - Nov. 21) (BR. 08) S-3 PAN PACIFIC RETAIL PROPERTIES INC, 1631-B S MELROSE DR, VISTA, CA, 92083, 7607271002 - 0 ($121,517,548.00) Equity, (File 333-101377 - Nov. 21) (BR. 08) S-8 INTEGRATED SILICON SOLUTION INC, 2231 LAWSON LANE, SANTA CLARA, CA, 95054-3311, 4085880800 - 5,500,000 ($18,040,000.00) Equity, (File 333-101378 - Nov. 21) (BR. 36) S-8 ECOM CORP, 2078 PROSPECTER AVE, PARK CITY, UT, 84060, 4356550856 - 0 ($40,000.00) Equity, (File 333-101379 - Nov. 21) (BR. 08) S-3 NAVIDEC INC, FIDDLERS GREEN CENTER, 6399 S FIDDLERS GREEN CIRCLE, GREENWOOD VILLAGE, CO, 80111, 3032221000 - 14,196,925 ($1,419,692.50) Equity, (File 333-101380 - Nov. 21) (BR. 03) S-1 LEAP WIRELESS INTERNATIONAL INC, 10307 PACIFIC CENTER COURT, SAN DIEGO, CA, 92121, 8588826000 - 21,020,431 ($6,306,129.30) Equity, (File 333-101381 - Nov. 21) (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. 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 4NET SOFTWARE INC DE X X 11/18/02 649 COM INC X 09/30/02 AAMES FINANCIAL CORP/DE DE X 11/21/02 ACCEPTANCE INSURANCE COMPANIES INC DE X 11/18/02 ACCUIMAGE DIAGNOSTICS CORP NV X X 11/13/02 AGILENT TECHNOLOGIES INC DE X X 11/18/02 AGWAY INC DE X X 11/21/02 ALFORD REFRIGERATED WAREHOUSES INC X 11/19/02 ALIGN TECHNOLOGY INC DE X X 11/14/02 AMERICAN LOCKER GROUP INC DE X X 11/21/02 AMERICAN MANAGEMENT SYSTEMS INC DE X X 11/13/02 AMERICAN REALTY INVESTORS INC NV X 11/11/02 AMERICAN SEAFOODS GROUP LLC DE X X 11/21/02 AMERICAN WATER WORKS CO INC DE X X 11/21/02 AMERIQUEST MORTGAGE SECURITIES INC DE X X 11/20/02 AMERITRADE HOLDING CORP DE X 09/09/02 AMEND ASIA GLOBAL CROSSING LTD X X 11/17/02 BAM ENTERTAINMENT INC X 11/18/02 BANK OF NEW YORK CO INC NY X X 11/14/02 BIG LAKE FINANCIAL CORP FL X 11/21/02 BINDVIEW DEVELOPMENT CORP TX X 11/20/02 BRITTON & KOONTZ CAPITAL CORP MS X X 11/20/02 BURNAM MANAGEMENT INC A1 X 10/15/02 C COR NET CORP PA X 09/16/02 AMEND CALGON CARBON CORPORATION DE X 11/20/02 CALIFORNIA INDEPENDENT BANCORP CA X 11/20/02 CAP ROCK ENERGY CORP X X 11/20/02 CATALINA LIGHTING INC FL X X 11/21/02 CBRL GROUP INC TN X X 11/21/02 CENTER TRUST INC MD X 11/20/02 CHARMING SHOPPES INC PA X 11/21/02 CITIBANK SOUTH DAKOTA N A DE X 10/31/02 CLAIRES STORES INC DE X X 11/21/02 CLAYTON WILLIAMS ENERGY INC /DE DE X X 11/20/02 CLICKNSETTLE COM INC DE X 11/21/02 CNB FINANCIAL CORP/PA PA X X 11/13/02 COCA COLA BOTTLING CO CONSOLIDATED /D DE X X 11/21/02 COHO ENERGY INC TX X X 11/20/02 COLLATERALIZED ASSET-BACKED BONDS SER DE X 09/25/02 COLLATERALIZED ASSET-BACKED BONDS SER DE X 10/25/02 COLLATERALIZED ASSET-BACKED BONDS SER DE X 08/26/02 AMEND CONCENTRA OPERATING CORP NV X X 11/20/02 COX COMMUNICATIONS INC /DE/ DE X 11/21/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 08/26/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 09/25/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 10/25/02 CV THERAPEUTICS INC DE X X 11/19/02 DCB FINANCIAL CORP OH X X 11/01/02 DEVELOPERS DIVERSIFIED REALTY CORP OH X X 04/11/02 DILLARD ASSET FUNDING CO DE X X 10/15/02 EOP OPERATING LTD PARTNERSHIP DE X 11/18/02 EQUITY OFFICE PROPERTIES TRUST MD X 11/18/02 EVANS BANCORP INC NY X X 11/21/02 FIRST COMMUNITY BANCORP /CA/ CA X X 11/21/02 FIRST COMMUNITY FINANCIAL GROUP INC WA X X 11/15/02 FIRST MIDWEST BANCORP INC DE X X 11/21/02 FIRST MIDWEST BANCORP INC DE X X 11/21/02 FLOWSERVE CORP NY X 11/21/02 FOG CUTTER CAPITAL GROUP INC MD X X 11/15/02 FRESH CHOICE INC DE X X 11/19/02 FUTURE CARZ INC NV X X 10/28/02 AMEND GE GLOBAL INSURANCE HOLDING CORP DE X 11/21/02 GENERAL ELECTRIC CAPITAL CORP DE X 11/21/02 GENERAL ELECTRIC CAPITAL SERVICES INC DE X 11/21/02 GENERAL ELECTRIC CO NY X 11/21/02 GENEVA STEEL HOLDINGS CORP X 08/31/02 GRAPHON CORP/DE DE X 09/30/02 HANOVER DIRECT INC DE X 11/18/02 HANOVER DIRECT INC DE X 11/11/02 HILTON HOTELS CORP DE X X 11/19/02 HOSOI GARDEN MORTUARY INC HI X 11/06/02 HOUSEHOLD AUTO RECEIVABLES CORP NV X X 10/31/02 HUAYANG INTERNATIONAL HOLDINGS INC NV X 11/21/02 HUNT J B TRANSPORT SERVICES INC AR X X 11/20/02 IMH ASSETS CORP DE X 09/25/02 IMH ASSETS CORP DE X 10/25/02 IMH ASSETS CORP DE X X X 11/06/02 IMH ASSETS CORP DE X 06/25/02 AMEND IMH ASSETS CORP DE X 07/25/02 AMEND IMH ASSETS CORP DE X 08/26/02 AMEND IMMUNOGEN INC MA X 11/21/02 IMPAC SECURED ASSETS CORP MORTGAGE PA CA X 09/25/02 IMPAC SECURED ASSETS CORP MORTGAGE PA CA X 10/25/02 IMPAC SECURED ASSETS CORP MORTGAGE PA CA X 07/25/02 AMEND IMPAC SECURED ASSETS CORP MORTGAGE PA CA X 08/26/02 AMEND INDYMAC MBS INC RESIDENTIAL ASSET SEC X 09/25/02 INDYMAC MBS INC RESIDENTIAL ASSET SEC X 10/25/02 INDYMAC MBS INC RESIDENTIAL ASSET SEC X 08/26/02 AMEND INFINIUM SOFTWARE INC MA X X 11/21/02 INTEGRAMED AMERICA INC DE X X 11/21/02 INTER PARFUMS INC DE X X 11/21/02 INTERFACE INC GA X X 11/11/02 ITLA CAPITAL CORP CA X 07/20/02 JOHNSON CONTROLS INC WI X X 11/20/02 KANA SOFTWARE INC DE X X 11/15/02 KELLEY PARTNERS 1992 DEVELOPMENT DRIL TX X 11/14/02 KELLEY PARTNERS 1994 DEVELOPMENT DRIL TX X 11/14/02 KEYNOTE SYSTEMS INC DE X X 11/21/02 KID CASTLE EDUCATIONAL CORP FL X 11/15/02 KIMCO REALTY CORP MD X 11/21/02 LAM SW INC NV X X 11/21/02 LIGAND PHARMACEUTICALS INC DE X X 11/21/02 LUCAS EDUCATIONAL SYSTEMS INC DE X X X X 11/06/02 LUCILLE FARMS INC DE X X 11/21/02 LUCILLE FARMS INC DE X 10/29/02 AMEND LUMMI DEVELOPMENT INC DE X X 11/14/02 AMEND M&I AUTO LOAN TRUST 2002-1 DE X 11/21/02 MAI SYSTEMS CORP DE X X 11/21/02 MATRITECH INC/DE/ DE X 11/20/02 MEADWESTVACO CORP DE X X 11/21/02 MICRO THERAPEUTICS INC DE X X 11/18/02 MINERALS TECHNOLOGIES INC DE X 11/21/02 MORTGAGE ASSET SECURITIZATION TRANSAC DE X 11/21/02 MORTGAGE PASS THROUGH CERTIFICATES SE DE X 09/25/02 MORTGAGE PASS THROUGH CERTIFICATES SE DE X 10/25/02 MORTGAGE PASS THROUGH CERTIFICATES SE DE X 08/26/02 AMEND NAVISTAR INTERNATIONAL CORP DE X 11/21/02 NBG RADIO NETWORK INC NV X 11/21/02 AMEND NEOPHARM INC DE X X 11/20/02 NEOTHERAPEUTICS INC DE X X 11/21/02 NIKU CORP DE X X 11/21/02 NORTEK INC DE X X 11/20/02 NORTHROP GRUMMAN CORP /DE/ DE X X 11/21/02 NRG ENERGY INC DE X 11/20/02 NRG SOUTH CENTRAL GENERATING LLC DE X 11/20/02 OGE ENERGY CORP OK X 11/21/02 OKLAHOMA GAS & ELECTRIC CO OK X 11/21/02 OMNISKY CORP X X 10/31/02 ON SEMICONDUCTOR CORP DE X X 11/21/02 OWENS & MINOR INC/VA/ VA X 11/20/02 PANERA BREAD CO DE X 11/21/02 PATRICK INDUSTRIES INC IN X 11/21/02 PAWNMART INC DE X X 11/21/02 PEOPLES HOLDING CO MS X X 11/19/02 PETROQUEST ENERGY INC DE X X 11/21/02 PHILIP SERVICES CORP/DE DE X X 11/21/02 PINNACOR INC DE X X 11/21/02 PPG INDUSTRIES INC PA X X 11/20/02 PPL CORP PA X X 11/14/02 PROGRESSIVE CORP/OH/ OH X X 11/18/02 RALCORP HOLDINGS INC /MO MO X 11/20/02 RELIANT RESOURCES INC DE X X 11/13/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET SECURITIES CORP DE X X 11/21/02 RESIDENTIAL ASSET SECURITIES CORP DE X X 11/21/02 RESTORATION HARDWARE INC CA X X 11/20/02 RETRACTABLE TECHNOLOGIES INC TX X X 11/19/02 RICA FOODS INC NV X 11/20/02 SAFE TECHNOLOGIES INTERNATIONAL INC DE X X 11/19/02 SAKS INC TN X X 11/19/02 SAXON ASSET SECURITIES TRUST 2002-2 VA X 09/25/02 SAXON ASSET SECURITIES TRUST 2002-2 VA X 10/25/02 SETO HOLDINGS INC NV X X 11/21/02 SMARTIRE SYSTEMS INC X X 11/20/02 SOLDNET INC X X X X 07/12/02 SOURCE INTERLINK COMPANIES INC MO X X 11/15/02 SPARTON CORP OH X X 11/19/02 SSB VEHICLE SECURITIES INC SSB AUTO L DE X X 11/12/02 STILLWATER MINING CO /DE/ DE X 11/20/02 SWISSRAY INTERNATIONAL INC NY X X 11/20/02 SYNCOR INTERNATIONAL CORP /DE/ DE X X 11/21/02 TECO ENERGY INC FL X X 11/20/02 AMEND TEMPLE INLAND INC DE X 11/21/02 THORNBURG MORTGAGE SEC TR 2002-1 MRT DE X 07/26/02 AMEND TROPICAL SPORTSWEAR INTERNATIONAL COR FL X 11/18/02 TXU CORP /TX/ TX X X 11/15/02 TXU US HOLDINGS CO TX X X 09/30/02 ULTRATECH STEPPER INC DE X X 11/21/02 UNITED GUARDIAN INC DE X X 12/31/02 UNIVERSAL ACCESS GLOBAL HOLDINGS INC DE X 11/21/02 UNOCAL CORP DE X 11/12/02 US UNWIRED INC LA X X 11/21/02 USEC INC DE X X X 11/15/02 VANDERBILT MORTGAGE & FINANCE INC TN X X 11/19/02 VECTREN CORP IN X 11/21/02 VERAMARK TECHNOLOGIES INC DE X X 11/15/02 VISTA GOLD CORP X 11/21/02 VISUAL NETWORKS INC DE X X X 11/20/02 VITA FOOD PRODUCTS INC NV X X 11/06/02 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 11/07/02 WESTBURY METALS GROUP INC NY X X 11/01/02 WFS FINANCIAL 2002-2 OWNER TRUST DE X X 11/20/02 WFS FINANCIAL 2002-3 OWNER TRUST CA X X 11/20/02 WORLD WRESTLING ENTERTAINMENTINC DE X 11/21/02