SEC NEWS DIGEST Issue 2004-92 May 12, 2004 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS CLOSED MEETING - TUESDAY, MAY 18, 2004 - 2:00 P.M. The subject matter of the closed meeting scheduled for Tuesday, May 18, will be: Formal orders of investigation; Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings of an enforcement nature; and an Adjudicatory matter. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 942-7070. ETHIOPIS TAFARA TO TESTIFY Ethiopis Tafara, Director of the Commission's Office of International Affairs, will testify before a hearing of the House Financial Services Committee on Thursday, May 13, concerning Global Markets, National Regulation, and Cooperation. The hearing will begin at 10:00 a.m. in Room 2128 of the Rayburn House Office Building. ENFORCEMENT PROCEEDINGS IN THE MATTER OF BRUCE FOLLICK, SALVATORE TAVOLACCI, KARL DONOVAN, AARON SANDSTROM, DEREK SHAPIRO, AND DONALD BROOKS On May 11, the Commission issued Order Making Findings and Imposing Remedial Sanctions against Salvatore Tavolacci, Karl Donovan, Aaron Sandstrom, Derek Shapiro, and Donald Brooks. The order finds that on April 11, 2002, Tavolacci, Shapiro, and Sandstrom were permanently enjoined by the U.S. District Court for the Southern District of New York from violating the securities registration and antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. Donovan and Brooks were similarly enjoined on May 31, 2002. The complaint in the civil injunctive action alleged that, at various times from at least April 1997 through July 1999, Tavolacci, Donovan, Sandtrom, Shapiro, and Brooks directed a sales force which solicited purchases in fraudulent offerings of at least five securities. The sales force sold the stock to retail customers by means of a high pressure sales pitch that included numerous material misrepresentations and omissions. Tavolacci, Donovan, Sandstrom, Shapiro, and Brooks all pled guilty to criminal charges arising out of the same conduct that gave rise to the civil injunctive action. The defendants were convicted on various dates between February and May 2001. In particular, they were convicted of securities fraud and conspiracy to commit securities fraud and wire fraud. They received sentences ranging from 18 to 51 months in federal prison. Based on the above, the Order bars Tavolacci, Brooks, Donovan, Sandstrom, and Shapiro from association with any broker or dealer. Each respondent consented to the issuance of the Order without admitting or denying the findings, except the entry of the injunction and the criminal conviction. (Rel. 34-49686; File No. 3-11343) COMMISSION OBTAINS PRELIMINARY INJUNCTION IN $60 MILLION SECURITIES FRAUD SCHEME TARGETED AT ELDERLY VICTIMS IN SOUTHERN CALIFORNIA On May 6, the Commission obtained a preliminary injunction in a multi- million dollar securities fraud scheme perpetrated by six Southern California defendants: D.W. Heath & Associates, Inc., Private Capital Management, Inc., Private Collateral Management, Inc., and PCM Fixed Income Fund I, LLC, all with offices in Hemet, Brea, Temecula, and Pasadena; Daniel William Heath, 47, of Chino Hills; and Denis Timothy O'Brien, 49, of Yorba Linda. The defendants agreed to the entry of the preliminary injunction. The Commission alleges that the defendants, who raised at least $60 million, lured elderly victims to workshops with the promise of a free lunch and then bilked them out of their retirement money by purporting to sell them safe, guaranteed notes. U.S. District Judge John F. Walter of the U.S. District Court for the Central District of California also set a hearing on the Commission's application for appointment of a permanent receiver for May 20, 2004. The Commission's complaint, filed on April 28, 2004, in federal court in Los Angeles, alleges that the defendants fraudulently induced at least 803 elderly investors nationwide to invest in PCM notes that purportedly pay a "guaranteed" return of 5.5% to 8% per year. The defendants claim that investor funds will be used to make secured loans to businesses. The defendants also represent that independent IRA administrators conducted "due diligence" on the PCM Notes and that either investors will be repaid their principal at maturity, or they may redeem all or part of their investment before maturity, subject to a 10% penalty. Finally, the defendants claim that PCM and the PCM Fund are California entities. According to the complaint, these representations are false. There is no evidence that there are any secured loans. The PCM Notes also are not liquid because the defendants have failed to promptly return investor funds. The complaint further alleges that some investors have had to threaten to file, or actually filed, lawsuits against the defendants to get back their money. Nor is it true that IRA administrators have conducted due diligence. Finally, there is no record that either PCM or the PCM Fund are California legal entities. The Court's Order of May 6, 2004, preliminarily enjoins the defendants from future violations of the registration and antifraud provisions of the federal securities laws, Sections 5(a), 5(c) 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 Order also freezes the assets of all defendants (except O'Brien), orders an accounting, prevents the destruction of documents, and expedites discovery. The Commission also seeks permanent injunctions, and other relief, including disgorgement and civil penalties against all defendants. The Commission acknowledges the assistance of the Riverside County District Attorneys' Office, the California Department of Corporations, and the United States Postal Inspection Service. [SEC v. D.W. Heath & Associates, Inc., Private Capital Management, Inc., Private Collateral Management, Inc., PCM Fixed Income Fund I, LLC, Daniel William Heath, and Denis Timothy O'Brien, Case No. CV 04-02949JFW(Ex) CDCA] (LR-18703) RECIDIVIST SECURITIES VIOLATOR AND FORMER COMPANY PRESIDENT SENTENCED IN OIL AND GAS FRAUD A recidivist securities violator and the former president of a company who were previously charged with securities fraud by the Commission were sentenced in a subsequent criminal prosecution arising from their fraudulent conduct. James E. Hammonds, 62, formerly of Inglewood, California, and Barry V. Reed, 58, formerly of Las Vegas, Nevada, were charged by the U.S. Attorney for the Central District of California in Santa Ana with using the United States mails to perpetrate an oil and gas investment scheme to defraud investors. Hammonds and Reed, who are currently incarcerated, pleaded guilty to six counts of mail fraud on Dec. 22, 2003. Reed was sentenced on March 24, 2004, and Hammonds was sentenced on April 15, 2004. Each defendant was sentenced to 27 months in a federal correctional facility and ordered to serve three years supervised release thereafter. Reed and Hammonds were also ordered to pay restitution of $1,172,905 jointly and severally. In November 2001, Hammonds and Reed, along with two Nevada corporations, Texon Energy Corp. and Lonestar Petroleum Corp., were charged by the Commission with violating the securities registration provisions of the federal securities laws, Sections 5(a) and 5(c) of the Securities Act of 1933, and the antifraud provisions, Section 17(a) of the Securities Act and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint alleged that Reed was Texon's president and Hammonds was Texon's vice-president, they raised $1.25 million from the sale of Texon stock to about 65 investors nationwide, and investors were promised a dividend of 12% per year on their investment. The Commission's complaint charged that Hammonds and Reed, through Texon and Lonestar, operated a Ponzi-like scheme in which they paid dividends to existing investors with money raised from new investors. Texon and Lonestar, without admitting or denying the Commission's allegations, consented to the entry of a judgment permanently enjoining them from future violations of the antifraud and securities registration provisions of the federal securities laws. A final judgment entered against Hammonds and Reed enjoins them from future violations of the antifraud and securities registration provisions, and orders them to pay civil penalties of $110,000 each and to disgorge $1,254,100 plus prejudgment interest. In 1994, Hammonds was enjoined by the Commission for his part in a similar oil and gas fraud in which investors were also falsely promised a 12% return. In 1996, Hammonds was barred by the Commission from the securities industry. For further information, please see LR-17231 (Nov. 14, 2001) announcing the filing of the Commission's civil action against Texon, Lonestar, Hammonds, and Reed. [U.S. v. Barry Reed and James Hammonds, Case No. 03-CR-65-ALL, CDCA] (LR-18704) SOUTHERN CALIFORNIA MAN PLEADS GUILTY TO OPERATING PRIME BANK SCHEME The Commission announced that on May 3 Nicholas Roblee (Roblee), the head of a phony investment firm who ran a "prime bank" scheme that fraudulently raised more than $4 million from investors across the United States, pleaded guilty to eight felony counts -- four counts of wire fraud and four counts of money laundering - in an action brought by the United States Attorney for the Central District of California. Roblee, who was the president of Los Angeles-based Premier Marketing & Investments, Inc. (Premier), is scheduled to be sentenced on September 13. Roblee, age 35, a resident of Encino, California, also uses the name Nicholas Richmond. Previously, the Commission filed an emergency civil injunctive action against Roblee and Premier on Jan. 14, 2003, charging them with violating the registration and antifraud provisions of the federal securities laws. On Jan. 15, 2003, the Court issued a temporary restraining order as to Roblee and Premier, as well as orders freezing their assets, prohibiting the destruction of documents, granting expedited discovery, and for an accounting. On Jan. 23, 2003, the Court issued an order preliminarily enjoining Roblee and Premier from violating the registration and antifraud provisions, and continuing the other orders issued on January 15. In its complaint, the Commission alleged that the defendants had raised about $4.5 million by representing to investors that they would invest their monies in a variety of "high-yield" investment programs involving, among other things, short-term promissory notes, real estate-related bridge loans, and the purchase and sale of precious metals; that these programs would generate returns of up to 200% per month; and that investor funds would remain at all times in a "trust account" and never be put at risk. In reality, Roblee used investor monies to pay for Premier's operating expenses and his personal living expenses, to finance adult film productions and an adult-content website, and to make returns of purported profits and principal to Premier investors. On Sept. 24, 2003, a default judgment was entered against Premier in the Commission's civil action, permanently enjoining Premier from violating the registration and antifraud provisions and ordering it to disgorge $4,497,451 plus prejudgment interest. The Commission's civil action against Roblee remains pending. [SEC v. Premier Marketing & Investments, Inc. and Nicholas Roblee a/k/a Nicholas Richmond, Civil Action No. CV 03-0342 RGK (JTLx) CDCA)]; [U.S. v. Nicholas A. Roblee a/k/a Nicholas A. Richmond, Criminal Action No. CR 03-322(A)-LGB, CDCA] (LR-18705) COURT FINDS IN FAVOR OF GILBOA PERETZ, THE LAST DEFENDANT, IN THE SEC'S CENTENNIAL TECHNOLOGIES FINANCIAL FRAUD ACTIONS The Commission announced today that on April 28, 2004, following a four- day bench trial held in March 2004, the Honorable Patti B. Saris of the U.S. District Court for the District of Massachusetts entered judgment in favor of Gilboa Peretz on a finding that he did not have the requisite scienter to aid and abet Centennial Technologies, Inc.'s violations of Sections 10(b) and 13 (b)(2)(A) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder. The Commission presented evidence that between April 1994 and Dec. 31, 1996, Emanuel Pinez, Centennial's former chief executive officer, and James Murphy, Centennial's former chief financial officer, with the assistance of Peretz, Robert Lockwood, and others, orchestrated a massive fraud which made Centennial appear significantly more successful than it was. Among other things, they caused Centennial to recognize revenue from invalid or nonexistent sales, include fake items in inventory, and make false additions to fixed assets. As a result of these improper activities, Centennial overstated its earnings for this period by approximately $40 million. Based on this evidence, the Commission previously obtained civil judgments against Pinez, Lockwood and others, by consent, and against Murphy, by summary judgment, and in prior parallel criminal proceedings, Pinez, Murphy, Lockwood and other defendants were criminally convicted for perpetrating the Centennial financial fraud. During trial, Peretz specifically admitted that, at Pinez's instruction, Peretz, the founder of PG Technologies, Inc., a Centennial customer, placed an order with Centennial to purchase 2,500 Flash PC cards at a cost of $500,000, on condition that Pinez provide the funds to pay for the purchase. Centennial shipped 1,000 blank PC cards to PG and thereafter billed PG $500,000, as if it had sent the company 2,500 real PC cards. Pinez subsequently provided Peretz $500,000, which Peretz used to pay Centennial for the fictitious sale to PG. The Commission sought judgment against Peretz for aiding and abetting Centennial's violations of 10(b) and 13 (b)(2)(A) of the Exchange Act and Rules 12b-5 and 13b2-1 thereunder. The court found that, although Peretz was careless in his financial affairs and perhaps negligent regarding the $500,000 transaction, he did not have knowledge of the fraud at Centennial and did not knowingly provide assistance to Pinez in perpetrating the fraud. Previously, in a separate proceeding, Judge Saris held Peretz in contempt for lying to the court regarding the source of funds received from Pinez. 52 F.Supp.2d 205 (DMA 1999). [SEC v. James Murphy, Robert Lockwood and Gilboa Peretz, Civ. Action No. 00cv11981-PBS, D. Mass.] (LR-18706; AAE Rel. 2013) SEC SUES BROKER FOR FRAUD On May 12, the Commission filed a civil action in the U.S. District Court for the Northern District of Texas against Charles Dwain Davis, Jr., a registered representative. According to the complaint, from July 1998 through July 2003 Davis misappropriated approximately $3 million that customers entrusted to him for the purchase of securities. The Commission alleges that Davis opened checking accounts in the name of various broker-dealers and clearing firms, then deposited customer's checks into those accounts for his own use. He prepared and sent to his customers periodic fictitious account statements showing the progress of the "investments" the customers thought they had made. Davis used money from other customers to cover customer requests for withdrawals from their non-existent accounts. In its complaint, the Commission alleges that Davis violated 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. In its action, the Commission is seeking against Davis a permanent injunction, an accounting, disgorgement with prejudgment interest and a civil penalty. The Commission acknowledges the assistance of the U.S. Attorney's Office for the Northern District of Texas and the Texas State Securities Board. [SEC v. Charles Dwain Davis, Jr., Civil Action No. 3:04-CV-1023-D, USDC/ND TX/Dallas Div.] (LR-18707) SEC V. JAMES FARLEY AND SHELLEY FARLEY The Commission announced today that on May 7 it filed a subpoena enforcement action in the U.S. District Court for the Northern District of Georgia against James J. Farley and Shelley J. Farley. Pursuant to subpoenas issued on Aug. 11, 2003, the Farleys were obligated to produce documents by Aug. 22, 2003, and to appear for testimony before the Commission on Sept. 8, 2003. After communications with the Commission through counsel establishing a new testimony date, the Farleys did produce certain documents but failed to produce other documents called for by the subpoenas, and did not ultimately appear for testimony. Accordingly, the Commission filed its Application For An Order To Show Cause And For An Order Requiring Obedience To Subpoenas, along with a supporting Memorandum and Declaration. In its Application and supporting filings, the Commission alleges that on June 3, 2003, the Commission issued its Order Directing Private Investigation and Designating Officers to Take Testimony (Formal Order) in the CryoLife, Inc. (CRY) investigation. The Formal Order authorizes the staff to conduct an investigation into whether, among other things, CRY or certain persons and entities associated with it violated the antifraud provisions of the federal securities laws. Pursuant to its Application, the Commission is seeking an order directing the Farleys to show cause why the Court should not enter an order requiring them to appear for testimony and produce the required documents. [SEC v. James J. Farley and Shelley J. Farley, USDC, NDGA, Civil Action No. 1:04-MI- 0118] (LR-18708) SELF-REGULATORY ORGANIZATIONS APPROVAL OF PROPOSED RULE CHANGE The Commission granted approval to a proposed rule change (SR-PCX-2004- 22) and Amendment No. 1 thereto and has noticed and granted accelerated approval Amendment No. 2 submitted by the Pacific Exchange creating a new order type entitled "Auto Q Order". Publication is expected in the Federal Register during the week of May 10. (Rel. 34-49664) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change filed by the Pacific Exchange amending the Designated Options Examination Authority fee (SR-PCX-2004-32) 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 May 10. (Rel. 34-49671) A proposed rule change (SR-NSCC-2004-02) filed by the National Securities Clearing Corporation to allow NSCC to accept non-standard settlement input from members for trade recording purposes 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 May 17. (Rel. 34-49685) 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 PAIN THERAPEUTICS INC, 6506248200 - 1,750,000 ($12,670,000.00) Equity, (File 333-115361 - May. 11) (BR. 01) S-3 PAIN THERAPEUTICS INC, 6506248200 - 15,000,000 ($108,600,000.00) Equity, (File 333-115362 - May. 11) (BR. 01) S-4 WH HOLDINGS CAYMAN ISLANDS LTD, PO BOX 309GT UGLAND HOUSE, SOUTH CHURCH STREET GEORGETOWN, GRAND CAYMAN, E9, 00000, 0 ($275,000,000.00) Non-Convertible Debt, (File 333-115363 - May. 11) (BR. 01) SB-2 CYTOMEDIX INC, 5012258400 - 25,607,664 ($53,007,864.48) Equity, (File 333-115364 - May. 11) (BR. 01) S-8 DANIELSON HOLDING CORP, 767 THIRD AVE 5TH FL, NEW YORK, NY, 10017, 2128880347 - 0 ($23,461,309.00) Equity, (File 333-115365 - May. 11) (BR. 01) N-2 GLEACHER INVESTMENT CORP, 0 ($500,000,000.00) Equity, (File 333-115366 - May. 11) (BR. 17) S-2 FONIX CORP, 9350 SOUTH 150 EAST, SUITE 700, SANDY, UT, 84070, 8015536600 - 19,036,801 ($4,568,832.00) Equity, (File 333-115367 - May. 11) (BR. 03) S-8 HAUPPAUGE DIGITAL INC, 91 CABOT COURT, HAUPPAUGE, NY, 11788, 5164341600 - 300,000 ($472,500.00) Equity, (File 333-115368 - May. 11) (BR. 03) S-8 BANDAG INC, 2905 NORTH HIGHWAY 61, BANDAG HEADQUARTERS, MUSCATINE, IA, 52761-5886, 5632621400 - 2,000,000 ($73,580,000.00) Equity, (File 333-115369 - May. 11) (BR. 06) S-8 DOW JONES & CO INC, 200 LIBERTY ST, NEW YORK, NY, 10281, 2124162000 - 2,000,000 ($92,240,000.00) Equity, (File 333-115370 - May. 11) (BR. 05) S-3 EQUITY ONE ABS INC, 103 SPRINGER BLDG, 3411 SILVERSIDE ROAD, WILMINGTON, DE, 19803, 3024786160 - 0 ($1,000,000.00) Asset-Backed Securities, (File 333-115371 - May. 11) (BR. 05) S-3 EDIETS COM INC, 3801 W. HILLSBORO BLVD., DEERFIELD BEACH, FL, 33442, 9543609022 - 2,819,920 ($9,080,142.40) Equity, (File 333-115372 - May. 11) (BR. 37) S-8 OPENTV CORP, ABBOTT BUILDING, MOUNT STREET TORTOLA, ROAD TOWN COUNTY, 6504295500 - 0 ($14,291,688.00) Equity, (File 333-115373 - May. 11) (BR. 03) S-3 OPENTV CORP, ABBOTT BUILDING, MOUNT STREET TORTOLA, ROAD TOWN COUNTY, 6504295500 - 0 ($9,914,291.00) Equity, (File 333-115374 - May. 11) (BR. 03) S-8 PHILADELPHIA CONSOLIDATED HOLDING CORP, ONE BALA PLAZA, SUITE 100, WYNNEWOOD, PA, 19004, 6106428400 - 2,000,000 ($113,800,000.00) Equity, (File 333-115375 - May. 11) (BR. 01) S-8 TRINITY INDUSTRIES INC, 2525 STEMMONS FREEWAY, DALLAS, TX, 75207-2401, 214-631-4420 - 0 ($71,225,000.00) Equity, (File 333-115376 - May. 11) (BR. 05) S-8 COWLITZ BANCORPORATION, 927 COMMERCE AVE, LONGVIEW, WA, 98632, 2064239800 - 71,000 ($528,090.00) Equity, (File 333-115377 - May. 11) (BR. 07) S-8 TYSON FOODS INC, 2210 W OAKLAWN DR, SPRINGDALE, AR, 72762-6999, 5012904000 - 22,500,000 ($425,475,000.00) Equity, (File 333-115378 - May. 11) (BR. 04) S-8 TYSON FOODS INC, 2210 W OAKLAWN DR, SPRINGDALE, AR, 72762-6999, 5012904000 - 12,500,000 ($236,375,000.00) Equity, (File 333-115379 - May. 11) (BR. 04) S-8 TYSON FOODS INC, 2210 W OAKLAWN DR, SPRINGDALE, AR, 72762-6999, 5012904000 - 20,000,000 ($378,200,000.00) Equity, (File 333-115380 - May. 11) (BR. 04) S-3 SAVANNAH ELECTRIC & POWER CO, 600 BAY ST EAST, SAVANNAH, GA, 31401, 9122327171 - 85,000,000 ($85,000,000.00) Unallocated (Universal) Shelf, (File 333-115381 - May. 11) (BR. 02) S-3 GREAT LAKES CHEMICAL CORP, 9025 NORTH RIVER RD., SUITE 400, INDIANAPOLIS, IN, 46221, 3177153000 - 250,000 ($6,002,500.00) Equity, (File 333-115382 - May. 11) (BR. 06) S-8 ALPINE AIR EXPRESS INC/DE, 3450 WEST JENSE PARKWAY, PROVO, UT, 84601, 9494892400 - 771,540 ($1,920,104.50) Equity, (File 333-115383 - May. 11) (BR. 05) S-8 HARRAHS ENTERTAINMENT INC, ONE HARRAHS COURT, LAS VEGAS, NV, 89119, 7024076000 - 0 ($361,639,522.00) Equity, (File 333-115384 - May. 11) (BR. 05) S-8 LNB BANCORP INC, 457 BROADWAY, LORAIN, OH, 44052-1769, 800-860-1007 - 0 ($850,000.00) Equity, (File 333-115385 - May. 11) (BR. 07) N-2 Madison/Claymore Covered Call Strategy Fund, 210 NORTH HALE STREET, WHEATON, IL, 60187, 630-784-6300 - 66,667 ($1,000,000.00) Equity, (File 333-115386 - May. 11) (BR. ) S-8 ADVO INC, ONE TARGETING CENTRE, WINDSOR, CT, 06095-2639, 8602856100 - 0 ($1,581,750.00) Equity, (File 333-115387 - May. 11) (BR. 37) S-8 PNC FINANCIAL SERVICES GROUP INC, ONE PNC PLAZA, 249 FIFTH AVE, PITTSBURGH, PA, 15265, 4127621553 - 0 ($52,490,000.00) Equity, (File 333-115388 - May. 11) (BR. 07) S-3 RED HAT INC, 1801 VARSITY DRIVE, RALEIGH, NC, 27606, 9197543700 - 0 ($600,000,000.00) Debt Convertible into Equity, (File 333-115389 - May. 11) (BR. 03) S-8 SYMBOL TECHNOLOGIES INC, ONE SYMBOL PLAZA, HOLTSVILLE, NY, 11742-1300, 5165632400 - 0 ($58,049,583.00) Equity, (File 333-115390 - May. 11) (BR. 03) S-8 FORTIS ENTERPRISES, 1111 N. ORLANDO AVE., 1111 N. ORLANDO AVE., WINTER PARK, FL, 32789, 407-435-3959 - 15,625,000 ($250,000.00) Equity, (File 333-115391 - May. 11) (BR. 02) S-3 ANWORTH MORTGAGE ASSET CORP, 1299 OCEAN AVENUE, SUITE 250, SANTA MONICA, CA, 90401, 310-255-4493 - 0 ($300,000,000.00) Equity, (File 333-115392 - May. 11) (BR. 08) S-3 IRIS INTERNATIONAL INC, 9162 ETON AVE, CHATSWORTH, CA, 91311, 8187091244 - 2,571,975 ($18,527,805.00) Equity, (File 333-115393 - May. 11) (BR. 36) SB-2 BANCSHARES OF FLORIDA INC, 3411 TAMIAML TRAIL NORTH SUITE 200, NAPLES, FL, 341001, 9416434646 - 1,437,500 ($19,981,250.00) Equity, (File 333-115394 - May. 11) (BR. 07) SB-2 MARKLAND TECHNOLOGIES INC, 54 DANBURY ROAD, #207, RIDGEFIELD, CT, 06877, 203-894-9700 - 32,614,349 ($43,685,443.00) Equity, (File 333-115395 - May. 11) (BR. 09) S-8 NANNACO INC, 7235 NORTH CREEK LOOP, ., GIG HARBOR, WA, 98335, (253) 853-3632 - 56,000,000 ($358,400.00) Equity, (File 333-115398 - May. 11) (BR. 06) 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 ------------------------------------------------------------------------------------------------ A CONSULTING TEAM INC NY X X 05/11/04 AAIPHARMA INC DE X X 05/11/04 AAMES FINANCIAL CORP/DE DE X X 02/29/04 AAMES FINANCIAL CORP/DE DE X X 03/31/04 ABERCROMBIE & FITCH CO /DE/ DE X X 05/11/04 ABERDENE MINES LTD X X 05/10/04 ACCERIS COMMUNICATIONS INC FL X X 05/04/04 ADA-ES INC CO X X 03/11/04 AIRNET SYSTEMS INC OH X 05/10/04 AMAZON BIOTECH INC X X X X 02/20/04 AMEND AMERICA ONLINE LATIN AMERICA INC DE X X 05/11/04 AMERICAN BILTRITE INC DE X 05/10/04 AMERICAN CAPITAL PARTNERS LIMITED INC NV X X 04/27/04 AMEND AMERICAN FINANCIAL REALTY TRUST X 05/11/04 AMERICAN PHYSICIANS CAPITAL INC MI X X 05/11/04 AMERICAN REAL ESTATE PARTNERS L P DE X 05/10/04 AMERISOURCEBERGEN CORP DE X X 05/10/04 ANC RENTAL CORP DE X X 05/10/04 ANC RENTAL CORP DE X X 05/10/04 ANNUITY & LIFE RE HOLDINGS LTD X 05/11/04 APHTON CORP DE X 05/10/04 ARK RESTAURANTS CORP NY X 05/11/04 ARMOR ENTERPRISES INC X X X 04/27/04 ASSISTED LIVING CONCEPTS INC NV X 05/11/04 ASSURED GUARANTY LTD X X 05/11/04 ASYST TECHNOLOGIES INC /CA/ CA X 05/05/04 ATMOS ENERGY CORP TX X X 05/11/04 AUTHENTIDATE HOLDING CORP DE X X X 05/05/04 AVON PRODUCTS INC NY X 05/06/04 BANC OF AMERICA COMM MORT INC PASS TH DE X 05/10/04 BANK OF HAWAII CORP DE X 05/10/04 BLOCK COMMUNICATIONS INC OH X 05/11/04 BRESLER & REINER INC DE X 02/26/04 AMEND BRIGHAM EXPLORATION CO DE X X 05/10/04 BROADBAND WIRELESS INTERNATIONAL CORP NV X 05/07/04 BROOKFIELD HOMES CORP DE X X 05/04/04 CABLEVISION SYSTEMS CORP /NY DE X X 05/10/04 CACI INTERNATIONAL INC /DE/ DE X 05/11/04 CADUS CORP DE X X 05/04/04 CALLON PETROLEUM CO DE X X X 05/10/04 CAMBRIDGE HEART INC DE X 05/06/04 CAPITAL ONE FINANCIAL CORP DE X 05/11/04 CAPITAL TRUST INC MD X X X 05/11/04 CASCADE BANCORP OR X 05/05/04 CASUAL MALE RETAIL GROUP INC DE X X 05/06/04 CATUITY INC DE X 05/11/04 CENTRAL EUROPEAN DISTRIBUTION CORP DE X X 05/11/04 CENTURY ALUMINUM CO DE X X 04/27/04 CHINA NETTV HOLDINGS INC NV X 05/10/04 AMEND CHURCH & DWIGHT CO INC /DE/ DE X X 05/11/04 CISCO SYSTEMS INC CA X 05/11/04 CITIGROUP INC DE X 05/07/04 AMEND COLLAGENEX PHARMACEUTICALS INC DE X 05/10/04 COLLEGIATE PACIFIC INC DE X 05/11/04 COMMONWEALTH BIOTECHNOLOGIES INC VA X X 05/11/04 CONCENTRA OPERATING CORP NV X X 05/10/04 CONCENTRA OPERATING CORP NV X X 05/10/04 CONCORD CAMERA CORP NJ X X 05/11/04 CORVEL CORP DE X X 05/11/04 COUNTRYWIDE FINANCIAL CORP DE X 04/30/04 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 05/11/04 CROSS COUNTRY HEALTHCARE INC DE X X 05/05/04 CRYSTALIX GROUP INTERNATIONAL INC NV X 05/10/04 CV THERAPEUTICS INC DE X X 05/11/04 CYANOTECH CORP NV X 05/11/04 D&E COMMUNICATIONS INC PA X 05/10/04 DANIELSON HOLDING CORP DE X 03/10/04 AMEND DARDEN RESTAURANTS INC FL X 05/11/04 DEERE & CO DE X 05/11/04 DELTA PETROLEUM CORP/CO CO X X 05/11/04 DENDREON CORP DE X 05/10/04 DEPOMED INC CA X X 05/10/04 DEUTSCHE COMMERCIAL MORTGAGE PASS THR DE X 05/10/04 DIGITAL VIDEO SYSTEMS INC DE X X 05/11/04 DIMECO INC PA X X 05/10/04 DUQUESNE LIGHT CO PA X X 05/10/04 EBANK FINANCIAL SERVICES INC GA X 05/07/04 EDISON INTERNATIONAL CA X 05/07/04 EMCORE CORP NJ X X 05/05/04 EMPIRE RESOURCES INC /NEW/ DE X X 05/11/04 EN POINTE TECHNOLOGIES INC DE X X 05/10/04 ENDOCARE INC DE X X 05/11/04 ENDURANCE SPECIALTY HOLDINGS LTD X 05/11/04 EPICOR SOFTWARE CORP DE X 05/10/04 ESCO TECHNOLOGIES INC MO X X X 03/31/04 ESTEE LAUDER COMPANIES INC DE X 03/31/04 EXELON CORP PA X 05/10/04 EXTENDED STAY AMERICA INC DE X X 05/11/04 FEDERATED DEPARTMENT STORES INC /DE/ DE X 05/11/04 FI TEK VII INC DE X X 04/12/04 FIBERNET TELECOM GROUP INC\ DE X X 05/11/04 FIRSTFED AMERICA BANCORP INC DE X X 05/11/04 FLEXIINTERNATIONAL SOFTWARE INC/CT DE X X 05/11/04 FLOTEK INDUSTRIES INC/CN/ DE X 03/31/04 FOCUS ENHANCEMENTS INC DE X X 05/11/04 FOOT LOCKER INC NY X X 05/07/04 FRANKLIN ELECTRIC CO INC IN X 05/05/04 GABLES REALTY LIMITED PARTNERSHIP DE X X 05/10/04 GALAXY NUTRITIONAL FOODS INC DE X X 05/06/04 GENAERA CORP DE X X 05/10/04 GENAISSANCE PHARMACEUTICALS INC DE X 05/11/04 GEO GROUP INC FL X 05/06/04 GIANT MOTORSPORTS INC NV X X 05/03/04 GILEAD SCIENCES INC DE X X 05/11/04 GLADSTONE COMMERCIAL CORP MD X X 05/10/04 GLOBAL EPOINT INC NV X X X 04/26/04 GLOBAL IMAGING SYSTEMS INC DE X X 05/11/04 GOLD KIST INC GA X 05/11/04 GOLDEN HEALTH HOLDINGS, INC. X X 04/15/04 GRIFFIN LAND & NURSERIES INC DE X 05/11/04 GSE SYSTEMS INC DE X 04/26/04 H&E EQUIPMENT SERVICES LLC LA X X 05/11/04 HALLIBURTON CO DE X 05/10/04 HANCOCK JOHN LIFE INSURANCE CO MA X X 05/10/04 HARTMAN COMMERCIAL PROPERTIES REIT TX X X 05/10/04 HEARUSA INC DE X X 05/10/04 HECLA MINING CO/DE/ DE X 05/11/04 HEI INC MN X X 05/11/04 HEWITT ASSOCIATES INC DE X 05/04/04 HIGHWOODS REALTY LTD PARTNERSHIP NC X 05/04/04 HORIZON OFFSHORE INC DE X X 05/11/04 HUMANA TRANS SERVICES HOLDING CORP DE X X 05/07/04 HYTHIAM INC DE X 05/11/04 IASIS HEALTHCARE CORP DE X X 05/11/04 ILX RESORTS INC AZ X X 05/11/04 IMAGISTICS INTERNATIONAL INC DE X X 05/11/04 INPUT OUTPUT INC DE X X X 05/10/04 INTEGRAL SYSTEMS INC /MD/ MD X X 05/10/04 INTEGRATED ELECTRICAL SERVICES INC DE X X 05/11/04 INTELLIGENT SYSTEMS CORP GA X 05/04/04 INTER PARFUMS INC DE X 05/10/04 INTERNATIONAL ALUMINUM CORP CA X X 05/11/04 INTERNATIONAL FLAVORS & FRAGRANCES IN NY X 05/11/04 INTERNET CAPITAL GROUP INC DE X X 05/10/04 INTROGEN THERAPEUTICS INC X X 05/11/04 INVICTA GROUP INC X X 03/24/04 AMEND IONICS INC MA X X 05/10/04 IPC ACQUISITION CORP X X 05/10/04 J P MORGAN CHASE & CO DE X 05/11/04 KITTY HAWK INC DE X X 05/08/04 KRAMONT REALTY TRUST MD X X X 05/11/04 LA JOLLA PHARMACEUTICAL CO DE X X 05/10/04 LAIDLAW INTERNATIONAL INC DE X 05/11/04 LAKE AREA CORN PROCESSORS LLC X X 05/11/04 LEHMAN ABS CORP DE X 05/11/04 LEHMAN ABS CORP VERIZON NY DEBENTURE DE X 05/11/04 LENNOX INTERNATIONAL INC DE X X 05/11/04 LEVI STRAUSS & CO DE X X 05/11/04 LIONBRIDGE TECHNOLOGIES INC /DE/ DE X X 05/11/04 LIPID SCIENCES INC/ AZ X 05/10/04 LITHIUM TECHNOLOGY CORP DE X 05/04/04 LOJACK CORP MA X 05/11/04 LORAL ORION INC DE X 05/10/04 LORAL SPACE & COMMUNICATIONS LTD D0 X 05/10/04 MACQUARIE SECURITISATION LTD DE X X 05/10/04 MANNATECH INC TX X 05/10/04 MARINER HEALTH CARE INC DE X X 05/10/04 MARLIN BUSINESS SERVICES CORP X 05/10/04 MARTHA STEWART LIVING OMNIMEDIA INC DE X X 05/07/04 MARVEL ENTERPRISES INC DE X X 05/04/04 MAXCO INC MI X X 05/07/04 MAXWELL TECHNOLOGIES INC DE X 05/11/04 MAXXZONE COM INC X X X 04/27/04 MAY DEPARTMENT STORES CO DE X 05/11/04 MCDONALDS CORP DE X 05/10/04 MCI INC DE X X 05/10/04 MEADOWBROOK INSURANCE GROUP INC MI X X 05/06/04 MELLON BANK N A MA X 05/11/04 MELLON BANK N A MA X 05/11/04 MERCURY COMPUTER SYSTEMS INC MA X X 04/29/04 METRIS COMPANIES INC DE X 05/06/04 MGI PHARMA INC MN X X 05/11/04 MICRON ENVIRO SYSTEMS INC NV X 05/05/04 MICRON ENVIRO SYSTEMS INC NV X 05/11/04 MINDEN BANCORP INC X X 05/03/04 MORGAN STANLEY ABS CAPITAL I INC SERI DE X X 02/26/04 AMEND MORGAN STANLEY ABS CAPITAL II INC DE X X 05/11/04 MSW ENERGY HOLDINGS LLC DE X 04/30/04 MYLAN LABORATORIES INC PA X X 05/11/04 MYMETICS CORP DE X 05/11/04 NATIONAL COMMERCE FINANCIAL CORP TN X X 05/10/04 NEPTUNE SOCIETY INC/FL FL X 04/18/04 NEW CENTURY BANCORP INC NC X X X 05/11/04 NEWMONT MINING CORP /DE/ DE X X 05/11/04 NEXSTAR BROADCASTING GROUP INC DE X X 05/11/04 NEXTMEDIA OPERATING INC X X 05/06/04 NISOURCE INC/DE DE X 05/11/04 NOCOPI TECHNOLOGIES INC/MD/ MD X X 05/11/04 NORTH COUNTRY FINANCIAL CORP MI X 05/11/04 NOVADEL PHARMA INC DE X X X 05/10/04 NRG ENERGY INC DE X X 05/11/04 NUMEREX CORP /PA/ PA X X 05/11/04 NYMAGIC INC NY X X 05/10/04 ONE LIBERTY PROPERTIES INC MD X 05/11/04 ONEIDA LTD NY X X 05/06/04 ONYX ACCEPTANCE CORP DE X X 05/06/04 ONYX PHARMACEUTICALS INC DE X 05/05/04 OPENWAVE SYSTEMS INC DE X X 05/11/04 OptimumBank Holdings, Inc. FL X X 05/11/04 ORLEANS HOMEBUILDERS INC DE X 05/10/04 OSCIENT PHARMACEUTICALS CORP MA X X 05/10/04 PACIFIC CAPITAL BANCORP /CA/ CA X 05/05/04 PANAMSAT CORP /NEW/ DE X X X 05/03/04 PARADISE MUSIC & ENTERTAINMENT INC DE X X 04/12/04 PARK OHIO HOLDINGS CORP OH X X 05/11/04 PARLEX CORP MA X X 05/07/04 PAXAR CORP NY X X 04/27/04 PEDIATRIC SERVICES OF AMERICA INC DE X 05/11/04 PEOPLES FINANCIAL SERVICES CORP/ PA X 05/10/04 PERCEPTRON INC/MI MI X X 05/11/04 PETROLEUM DEVELOPMENT CORP NV X 05/10/04 PHOTO CONTROL CORP MN X 05/11/04 PIPELINE DATA INC X 12/31/03 PIXELWORKS INC OR X X 05/11/04 POINT THERAPEUTICS INC DE X X 05/11/04 POLYMER GROUP INC DE X 05/06/04 POMEROY IT SOLUTIONS INC DE X X 05/11/04 POWER2SHIP INC NV X 04/22/04 PRICE LEGACY CORP MD X X 05/10/04 PROCERA NETWORKS INC NV X X 05/07/04 PROCTER & GAMBLE CO OH X 05/11/04 PROXYMED INC /FT LAUDERDALE/ FL X X 05/05/04 PRUDENTIAL BACHE WATSON & TAYLOR LTD TX X X 05/11/04 PS BUSINESS PARKS INC/CA CA X X 05/04/04 PSYCHEMEDICS CORP DE X X 05/10/04 PTEK HOLDINGS INC GA X X 05/11/04 PYR ENERGY CORP DE X X 05/06/04 QUADRAMED CORP DE X 05/06/04 QUANEX CORP DE X X 05/11/04 RAMCO GERSHENSON PROPERTIES TRUST MA X X 10/22/03 RAMCO GERSHENSON PROPERTIES TRUST MA X X 02/11/04 RAMCO GERSHENSON PROPERTIES TRUST MA X X 04/21/04 RCG COMPANIES INC DE X X 05/11/04 RCN CORP /DE/ DE X X 05/11/04 REDENVELOPE INC DE X X 05/11/04 REGENCY AFFILIATES INC DE X X 04/30/04 REMEDYTEMP INC CA X 03/28/04 REWARD ENTERPRISES INC X 04/28/04 ROSS SYSTEMS INC/CA DE X 05/05/04 ROWAN COMPANIES INC DE X X 05/11/04 SAFEGUARD HEALTH ENTERPRISES INC DE X 05/11/04 SALTON INC DE X X 05/11/04 SANDS REGENT NV X X 05/03/04 SANMINA-SCI CORP DE X 05/10/04 SEGMENTZ INC DE X 05/07/04 SELECT COMFORT CORP MN X X 05/10/04 SELECTICA INC DE X X 04/29/04 SELIGMAN NEW TECHNOLOGIES FUND II INC MD X 05/11/04 SELIGMAN NEW TECHNOLOGIES FUND INC X 05/11/04 SELIGMAN QUALITY MUNICIPAL FUND INC MD X 05/11/04 SELIGMAN SELECT MUNICIPAL FUND INC MD X 05/11/04 SEQUOIA RESIDENTIAL FUNDING INC X X 04/29/04 SILGAN HOLDINGS INC DE X X 05/10/04 SIMTEK CORP CO X X 05/10/04 SIRVA INC DE X X 05/07/04 SM&A CA X X 05/11/04 SMITH & WOLLENSKY RESTAURANT GROUP IN DE X X 05/10/04 SONIC FOUNDRY INC MD X X 05/11/04 SONTRA MEDICAL CORP MN X 05/10/04 SOUTHERN CALIFORNIA EDISON CO CA X 05/07/04 SOUTHWEST WATER CO DE X X 05/11/04 SPACEHAB INC \WA\ WA X X 05/11/04 SPARTECH CORP DE X 05/11/04 SPECTRUM ORGANIC PRODUCTS INC CA X X 05/10/04 SRI SURGICAL EXPRESS INC FL X 05/10/04 STAGE STORES INC NV X X 05/10/04 STANDARD PARKING CORP DE X 05/10/04 STARTEK INC DE X X 05/07/04 STEIN MART INC FL X 05/06/04 STRATASYS INC DE X X 04/28/04 STRUCTURED PRODUCTS CORP CORTS TRUST DE X 05/10/04 STRUCTURED PRODUCTS CORP CORTS TRUST DE X 05/11/04 SUN HEALTHCARE GROUP INC DE X 05/10/04 SUNLINK HEALTH SYSTEMS INC OH X 05/07/04 SUNTRON CORP DE X 05/11/04 SURFNET MEDIA GROUP INC DE X 05/10/04 SURGICARE INC/DE DE X 05/10/04 SYCAMORE NETWORKS INC DE X 05/11/04 SYNNEX CORP DE X 05/11/04 TECHNICAL OLYMPIC USA INC DE X 05/10/04 TERAFORCE TECHNOLOGY CORP DE X 05/11/04 TII NETWORK TECHNOLOGIES INC DE X 03/26/04 TLC VISION CORP A6 X X 05/10/04 TOYOTA MOTOR CREDIT CORP CA X 03/31/04 TRIPOS INC UT X 03/31/04 AMEND TUCOWS INC /PA/ PA X X 04/27/04 TYLER TECHNOLOGIES INC DE X X 05/06/04 ULTRADATA SYSTEMS INC DE X 05/10/04 UNION PACIFIC CORP UT X 05/11/04 UNITED COMPONENTS INC DE X X 05/11/04 UTAH MEDICAL PRODUCTS INC UT X 05/10/04 V I TECHNOLOGIES INC DE X X 05/10/04 VALLEY FORGE SCIENTIFIC CORP PA X 05/11/04 VAXGEN INC DE X X 05/11/04 VECTOR GROUP LTD DE X X 05/10/04 VENTURE CATALYST INC UT X X 05/11/04 VENTURE FINANCIAL GROUP INC WA X X 05/10/04 VERSAR INC DE X 03/31/04 VIEWPOINT CORP DE X X 05/05/04 VIGNETTE CORP DE X X 05/11/04 VIKING SYSTEMS INC NV X 05/10/04 VISTA MEDICAL TECHNOLOGIES INC DE X X 05/06/04 VISTACARE INC DE X X 05/06/04 VITAL SIGNS INC NJ X X X 05/11/04 WABASH NATIONAL CORP /DE DE X 05/11/04 WAMU MORTGAGE PASS-THROUGH CERTIFICAT DE X 04/27/04 WAMU Mortgage Pass-Through Certificat DE X 04/27/04 WEIGHT WATCHERS INTERNATIONAL INC VA X X 05/11/04 WELLS FARGO & CO/MN DE X 04/29/04 WELLS FARGO ASSET SECURITIES CORP DE X X 04/10/04 WELLS FARGO ASSET SECURITIES CORP DE X X 05/11/04 WESCORP ENERGY INC DE X 05/07/04 WESTERN GAS RESOURCES INC DE X 05/07/04 WESTLAKE CHEMICAL CORP X X 05/11/04 WESTPOINT STEVENS INC DE X 03/31/04 WIEN GROUP INC NY X 03/24/04 WILLIAMS SCOTSMAN INC MD X 03/31/04 WILSON GREATBATCH TECHNOLOGIES INC DE X 05/11/04 WINTRUST FINANCIAL CORP IL X 05/10/04 WINTRUST FINANCIAL CORP IL X 05/11/04 WSI INDUSTRIES INC MN X X 05/03/04 YELLOW ROADWAY CORP DE X X 05/11/04 YP CORP NV X X 05/11/04 ZAP CA X 05/11/04 PARLEX CORP MA X X 05/10/04