SEC NEWS DIGEST Issue 2004-119 June 22, 2004 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS Following is a schedule of Commission meetings, which will be conducted under provisions of the Government in the Sunshine Act. Meetings will be scheduled according to the requirements of agenda items under consideration. Open meetings will be held in the William O. Douglas Room, Room 1C30, at the Commission's headquarters building, 450 Fifth Street, N.W., Washington, D.C. Visitors are welcome at all open meetings, insofar as space is available. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record a Commission meeting should notify the Secretary's office 48 hours in advance of the meeting. Any member of the public who requires auxiliary aids such as a sign language interpreter or material on tape to attend a public meeting should contact Rochelle Franks, Office of Administrative and Personnel Management, to make arrangements. Ms. Franks can be reached at TTY number (202) 942-9558. If you are calling from a non-TTY number, please call the Relay Service at 1-800-877-8339. CLOSED MEETING - THURSDAY, JULY 1, 2004 - 2:00 P.M. The subject matter for the closed meeting scheduled for Thursday, July 1, will be: Formal orders of investigation; Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings of an enforcement nature; Litigation matter; Report on investigation; Consideration of amicus participation; and an Opinion. RULES AND RELATED MATTERS RULE PROPOSALS UNDER SECTION 16 OF SECURITIES EXCHANGE ACT OF 1934 The Commission voted to propose amendments to Rules 16b-3 and 16b-7 under the Securities Exchange Act of 1934. These rules exempt from the short-swing profit recovery provisions of Section 16(b), respectively, "Transactions between an issuer and its officers or directors," and "Mergers, reclassifications, and consolidations." The proposed amendments are intended to clarify the exemptive scope of these rules. The Commission also proposes to amend Item 405 of Regulations S-K and S-B to harmonize this item with the two-business day Form 4 due date and mandated electronic filing and Web site posting of Section 16 reports. Comments on the proposals should be received no later than 45 days after publication in the Federal Register. For further information, please contact Anne Krauskopf, Office of Chief Counsel, Division of Corporation Finance, at (202) 942-2900. (Rel. 34-49895) ENFORCEMENT PROCEEDINGS FORMER QWEST COMMUNICATIONS INTERNATIONAL EXECUTIVE CONSENTS TO CEASE-AND- DESIST ORDER The Commission today instituted, and simultaneously settled, a cease-and- desist proceeding against Steven L. Haggerty, a resident of Walnut Creek, California, and former senior vice president and officer of Qwest Communications International, Inc. (Qwest). In addition, the Commission filed a related action for civil penalties in the amount of $30,000 against Haggerty in the United States District Court for the District of Colorado. In the Order, In the Matter of Steven L. Haggerty [June 21, 2004], the Commission found that during 2000 and 2001, as well as in other time periods, in Commission filings and in public statements, Qwest emphasized its projected revenues and earnings growth, and focused investors on the revenues and growth generated from its nationwide fiber-optic network. Qwest could not, however, meet its projected revenues and earnings growth through communications services. Therefore, Qwest senior management relied on undisclosed Indefeasible Rights of Use (IRU) sales as a method to make up the difference between Qwest's service revenues and its projected revenue targets. An IRU is an irrevocable right to use a specific amount of fiber for a specified time period. Qwest accounted for IRUs as sales-type leases and, unlike service revenue, recognized nearly the entire amount of the IRU revenue "upfront" at the time of contract execution, rather than over the life of the IRU agreement. Qwest employees and management commonly referred to IRU sales as "gap fillers," in other words, a means to make up the shortfall between the aggressive revenue projections as publicly announced by Qwest and the service revenue earned. The Commission found that in June 2001, Haggerty, then a Qwest senior vice president, assisted in providing an undisclosed side agreement allowing a purchaser of fiber-optic cable to exchange (or port) the fiber purchased for different fiber at a later date. The side agreement concealed from Qwest's accountants and outside auditors the purchaser's ability to port, since such an exchange right defeated, under generally accepted accounting principles, the upfront revenue recognition sought by Qwest. According to the Commission's findings, Qwest improperly recognized from the IRU transaction $11.5 million of revenue in the second quarter of 2001, which contributed to Qwest's ability to meet its revenue target for that quarter. As a result, Qwest's quarterly report for the second quarter of 2001, its annual report for 2001, and Qwest's earnings releases for those periods, contained materially false information. Without admitting or denying the findings in the Commission's Order, Haggerty has agreed to settle the Commission's claims by consenting to the entry of an administrative order requiring him to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act of 1933, and Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5 and 13b2-1 thereunder, and from causing any violations and any future violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11 and 13a- 13 thereunder. The Commission's complaint in the district court action alleges the same conduct referenced above, and Haggerty, without admitting or denying the allegations in the complaint, has consented to the entry of judgment by the U.S. District Court requiring him to pay a civil penalty of $30,000. In settling for a $30,000 penalty, the Commission considered Haggerty's cooperation in connection with the Commission's ongoing investigation of this matter. [SEC v. Steven L. Haggerty, Civil Action No. 04-D-1266 (MJW), U.S. District Court for the District of Colorado] (LR-18754). FORMER QWEST COMMUNICATIONS INTERNATIONAL SENIOR EXECUTIVE CONSENTS TO CEASE- AND-DESIST ORDER AND TO PAY OVER $350,000 IN DISGORGEMENT, INTEREST, AND CIVIL PENALTIES The Commission today instituted, and simultaneously settled, a cease-and- desist proceeding against Augustine M. Cruciotti (Cruciotti), a resident of Elizabeth, Colorado and former executive vice president and officer of Qwest Communications International, Inc. (Qwest), in which Cruciotti agreed to disgorge $200,000 in ill-gotten gains plus prejudgment interest. In addition, the Commission filed a related action for civil penalties in the amount of $150,000 against Cruciotti in the United States District Court for the District of Colorado. In the Order, In the Matter of Augustine M. Cruciotti [June 21, 2004], the Commission found that during 2000 and 2001, as well as in other time periods, in Commission filings and in public statements, Qwest emphasized its projected revenues and earnings growth, and focused investors on the revenues and growth generated from its nationwide fiber-optic network. Qwest could not, however, meet its projected revenues and earnings growth through communications services. Therefore, Qwest senior management relied on undisclosed Indefeasible Rights of Use (IRU) sales as a method to make up the difference between Qwest's service revenues and its projected revenue targets. An IRU is an irrevocable right to use a specific amount of fiber for a specified time period. Qwest accounted for IRUs as sales-type leases and, unlike service revenue, recognized nearly the entire amount of the IRU revenue "upfront" at the time of contract execution, rather than over the life of the IRU agreement. Qwest employees and management commonly referred to IRU sales as "gap fillers," in other words, a means to make up the shortfall between the aggressive revenue projections as publicly announced by Qwest and the service revenue earned. The Commission found that in three IRU transactions executed between December 2000 and June 2001, Cruciotti, then the executive vice president of Qwest's local networks, authorized subordinates to provide, or provided himself, undisclosed side agreements allowing the purchasers of fiber-optic cable to exchange (or port) the fiber purchased for different fiber at a later date. The undisclosed side agreements concealed from Qwest's accountants and outside auditors the purchasers' ability to port, since such exchange rights defeated, under generally accepted accounting principles, the upfront revenue recognition sought by Qwest. According to the Commission's findings, Qwest improperly recognized from the three IRU transactions $26.6 million of revenue in the first and second quarters of 2001, which contributed to Qwest's ability to meet its revenue targets for those quarters. As a result, Qwest's quarterly reports for the first and second quarters of 2001, its annual report for 2001, and Qwest's earnings releases for those periods, contained materially false information. Without admitting or denying the findings in the Commission's Order, Cruciotti has agreed to settle the Commission's claims by consenting to the entry of an administrative order requiring him to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act of 1933, and Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5 and 13b2-1 thereunder, and from causing any violations and any future violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11 and 13a-13 thereunder, and to pay disgorgement plus prejudgment interest thereon in the amount of $200,000. The Commission's complaint in the district court action alleges the same conduct referenced above, and Cruciotti, without admitting or denying the allegations in the complaint, has consented to the entry of judgment by the U.S. District Court requiring him to pay a civil penalty of $150,000. The Commission expects the penalty to be distributed pursuant to the Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. [SEC v. Augustine M. Cruciotti, Civil Action No. 04-D-1267 (MJW), U.S. District Court for the District of Colorado] (LR-18755). SEC SUES COMPANY ALLEGING FRAUDULENT SECURITIES OFFERING THAT TARGETED CANCER PATIENTS AND HEALTHCARE WORKERS On June 21, the Commission announced that it filed a complaint against a company and four individual defendants for allegedly raising more than $3 million in a fraudulent, unregistered securities offering. The Commission's complaint names Helvetia Pharmaceuticals, Inc. (Helvetia), Richard A. Anders (Anders), Nicholas Bachynsky (Bachynsky), Arthur Scheinert (Scheinert), and Laurence Dean (Dean) as defendants. The complaint alleges that defendants raised money by making fraudulent statements to investors that the money would be used to operate cancer treatment clinics. According to the Commission's complaint, Helvetia was a Coral Springs, Florida-based company that purported to treat cancer patients using a unique, patented therapy using heat to destroy cancer cells. Helvetia, through Anders, Bachynsky, Scheinert and Dean, raised more than $3 million from approximately 50 investors from about January 2001 through at least August 2002, through the sale of unregistered Helvetia stock and promissory notes. Anders held himself out as Helvetia's president, Bachynsky was the company's medical director, Scheinert was Vice President and Dean was CFO. The Commission's complaint alleges that the defendants used false and misleading information in Helvetia's offering materials distributed to investors to raise investor funds. Among other things, the Commission's complaint alleges that the defendants failed to tell investors that: * Anders was convicted of securities fraud and that Bachynsky was convicted of defrauding the IRS and that his medical license was revoked; * Helvetia's drug therapy included the use of Dinitrophenol (DNP), a banned, hazardous substance commonly found in weed killers; * Four Helvetia investors sued Helvetia, Anders and Scheinert for misrepresentations related to Helvetia's securities offering; and * Investor money was not being used to fund treatment clinics, but instead was used by Helvetia insiders for personal reasons The Commission's complaint also alleges that the defendants: * Made exaggerated claims about Helvetia's anticipated returns; and * Made false claims of an imminent public offering The Commission's complaint charges Helvetia, Anders, Bachynsky and Scheinert with violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 [15 U.S.C. 77e(a), 77e(c) and 77q] and Section 10(b) of the Securities Exchange Act of 1934 [15 U.S.C. 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5]. Those sections and rules prohibit certain transactions in securities not registered with the Commission and prohibit fraud in the offer and sale, and in connection with the purchase and sale, of securities. The complaint charges Dean with violating 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. The United States Attorney's Office for the Southern District of Florida has indicted all four of the individual defendants for their role in the scheme. The Commission acknowledges the efforts of the United States Attorney's Office for the Southern District of Florida and the Federal Bureau of Investigation in this action. Securities and Exchange Commission v. Helvetia Pharmaceuticals, Inc., Richard A. Anders, Nicholas Bachynsky, Arthur Scheinert, and Laurence Dean, Case No. 04-60804-CIV-JORDAN (S.D. Fla., filed June 21, 2004) (LR-18756) COMMISSION CHARGES LANDIS ASSOCIATES, MICHAEL HERSHEY, TREMONT MEDICAL, AND ROBERTROBERT LEAR WITH FRAUD The Commission today announced that it filed a civil action in the United States District Court for the Eastern District of Pennsylvania, against Landis Associates, LLC (Landis), a registered investment adviser located in Kennett Square, Pennsylvania, its principal, Michael L. Hershey (Hershey), who resides in Kennett Square, Pennsylvania; Tremont Medical, Inc. (Tremont), a medical technology company, located in Aston, Pennsylvania; and Robert D. Lear, Tremont's former Chief Financial Officer, who resides in Warrington, Pennsylvania. The complaint seeks a permanent injunction; disgorgement of ill-gotten gains, together with prejudgment interest; and the imposition of civil penalties against each of the defendants. The complaint alleges that Hershey, individually and through Landis, egregiously misused client funds and breached his fiduciary duty to a wealthy client (the Defrauded Client) by investing in Tremont, a privately held "start up" company, of which Hershey was a director and shareholder. Hershey continued to make these investments long after it was clear that the Defrauded Client's account was Tremont's only source of capital and that these investments were worthless. The Commission's complaint alleges that Hershey used his full discretion over the Defrauded Client's investments to authorize undocumented, uncollateralized, and interest-free cash advances of $8.1 million, which were falsely characterized by Lear and Tremont as purchases of Tremont common stock. The Commission further alleges that Hershey authorized cash advances to Tremont on an open-ended line of credit totaling $4.5 million, which transactions were effected for Tremont through Lear. The complaint charges that Hershey, acting through Landis, concealed the true nature of these transactions, and the resulting decline in value of the Defrauded Client's account, by sending monthly advisory statements he knew to be false. As a result, the Commission alleges, the Defrauded Client's managed account was overvalued by more than $30 million. Further, because Hershey liquidated many of the Defrauded Client's other investments to make cash available for transfer to Tremont, the complaint alleges that, by the time that the Defrauded Client's account with Landis and Hershey was closed in June 2001, the account had lost nearly 70% of its value and the Defrauded Client had lost all of the money that Hershey invested in Tremont. The complaint charges the defendants with violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, thereunder, as well as violating and aiding and abetting violations of Sections 206(1), 206(2), and 204 of the Investment Advisers Act, and Rules 204-2(a)(3) and (7), thereunder. [SEC v. Michael L. Hershey, Robert D. Lear, Landis Associates, LLC, and Tremont Medical, Inc., Civil Action No. 04-CV-2742, E.D. Pa.] (LR-18757) HOLDING COMPANY ACT RELEASES CINERGY SERVICES, INC. A notice has been issued giving interested persons until July 13 to request a hearing on a proposal by Cinergy Services, Inc. (Services), a service company subsidiary of Cinergy Corporation, a registered holding company, to maintain its books and records using the Federal Energy Regulatory Commission's Uniform System of Accounts Prescribed for Public Utilities and Licensees Subject to Provisions of the Federal Power Act and to revise related service agreements. (Rel. 35-27859) AMEREGEN CORPORATION, ET AL. An order has been issued authorizing Ameren Corporation, a registered holding company, and its subsidiaries, Union Electric Company and Central Illinois Public Service Company, to carry out various financing and related transactions and reserving jurisdiction. (Rel. 35-27860) SELF-REGULATORY ORGANIZATIONS ACCELERATED APPROVAL OF PROPOSED RULE CHANGES The Commission granted accelerated approval to a proposed rule change (SR-BSE- 2004-15) submitted by the Boston Stock Exchange related to the handling of Principal Acting As Agent Orders. Publication of the notice is expected in the Federal Register during the week of June 21. (Rel. 34-49886) The Commission noticed and granted accelerated approval to a proposed rule change (SR-CBOE-2004-31) submitted by the Chicago Board Options Exchange related to the handling of Principal Acting As Agent Orders. Publication of the notice is expected in the Federal Register during the week of June 21. (Rel. 34-49887) The Commission noticed and granted accelerated approval to a proposed rule change (SR-PCX-2004-33) submitted by the Pacific Exchange related to the handling of Principal Acting As Agent Orders. Publication of the notice is expected in the Federal Register during the week of June 21. (Rel. 34-49890) The Commission noticed and grated accelerated approval to a proposed rule change (SR-PHLX-2004-26) submitted by the Philadelphia Stock Exchange related to the handling of Principal Acting As Agent Orders. Publication of the notice is expected in the Federal Register during the week of June 21. (Rel. 34-49891) PROPOSED RULE CHANGE The National Association of Securities Dealers filed with the Commission a proposed rule change (SR-NASD-2004-091) to discontinue the use of the Nasdaq NEWS feature of the Nasdaq Workstation II and to provide a different standard for the beginning and end of a trading halt. Publication of the notice is expected in the Federal Register during the week of June 21. (Rel. 34-49898) 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-3 COOPER CAMERON CORP, 1333 WEST LOOP SOUTH, STE 1700, HOUSTON, TX, 77027, 7135133322 - 0 ($238,000,000.00) Debt Convertible into Equity, (File 333-116667 - Jun. 21) (BR. 04) S-3 VALERO ENERGY CORP/TX, P.O. BOX 696000, SAN ANTONIO, TX, 78269-6000, 2103452000 - 0 ($3,500,000,000.00) Unallocated (Universal) Shelf, (File 333-116668 - Jun. 21) (BR. 04) S-1 SOUTHWEST COMMUNITY BANCORP, 0 ($15,000,000.00) Equity, (File 333-116669 - Jun. 21) (BR. 07) S-8 CHIPMOS TECHNOLOGIES BERMUDA LTD, SCIENCE BASED INDUSTRIAL PARK, R&D RD, HSINCHU TAIWAN, F5, 300, 88635770055 - 0 ($22,576,000.00) Equity, (File 333-116670 - Jun. 21) (BR. 36) S-8 IA GLOBAL INC, 533 AIRPORT BOULEVARD, SUITE 400, BURLINGAME, CA, 94010, 650-685-2403 - 10,500,000 ($4,042,500.00) Equity, (File 333-116671 - Jun. 21) (BR. 37) S-8 LAKES ENTERTAINMENT INC, 130 CHESHIERE LANE, MINNETONKA, MN, 55305, 6124499092 - 0 ($30,849,000.00) Equity, (File 333-116674 - Jun. 21) (BR. 05) S-8 SALIX PHARMACEUTICALS LTD, 8540 COLONNADE CENTER DR, SUITE 501, RALEIGH, NC, 27615, 9198621000 - 0 ($34,775,000.00) Equity, (File 333-116675 - Jun. 21) (BR. 01) SB-2 QUEPASA CORP, 410 N. 44TH STREET, SUITE 450, PHOENIX, AZ, 85008, 602-716-0100 - 2,515,096 ($4,024,153.60) Equity, (File 333-116678 - Jun. 21) (BR. 37) SB-2 WORLDTEQ GROUP INTERNATIONAL INC, 30 WEST GUDE DRIVE, SUITE 470, ROCKVILLE, MD, 20850, 2404032000 - 0 ($2,538,396.87) Equity, (File 333-116679 - Jun. 21) (BR. 08) S-3 MARKWEST ENERGY PARTNERS L P, 155 INVERNESS DR WEST, STE 200, ENGLEWOOD, CO, 80112, 303-925-9275 - 0 ($331,442,872.00) Other, (File 333-116680 - Jun. 21) (BR. 04) S-8 CADENCE DESIGN SYSTEMS INC, 2655 SEELY ROAD BLDG 5, SAN JOSE, CA, 95134, 4089431234 - 0 ($125,820,000.00) Equity, (File 333-116681 - Jun. 21) (BR. 03) SB-2 VERTICAL HEALTH SOLUTIONS INC, 6925 112TH CIRCLE NORTH, SUITE 102, LARGO, FL, 33773, 7275488345 - 4,412,815 ($7,237,016.60) Equity, (File 333-116682 - Jun. 21) (BR. 09) S-3 PEOPLES BANCORP INC, 138 PUTNAM ST, P O BOX 738, MARIETTA, OH, 45750-0738, 7403733155 - 306,582 ($7,736,597.00) Equity, (File 333-116683 - Jun. 21) (BR. 07) S-3 RENT A CENTER INC DE, 5700 TENNYSON PARKWAY, THIRD FLOOR, PLANO, TX, 75024, 2144192613 - 0 ($294,802,802.00) Equity, (File 333-116684 - Jun. 21) (BR. 06) S-8 TRINITY CAPITAL CORP, 1615 CENTRAL AVENUE, LOS ALAMOS, NM, 87544, 0 ($1,996,000.00) Equity, (File 333-116685 - Jun. 21) (BR. 07) S-3 RENT A CENTER INC DE, 5700 TENNYSON PARKWAY, THIRD FLOOR, PLANO, TX, 75024, 2144192613 - 0 ($16,118,827.00) Equity, (File 333-116686 - Jun. 21) (BR. 06) S-8 PEC SOLUTIONS INC, 12750 FAIR LAKES CIRCLE, FAIRFAX, VA, 22033, 7032739880 - 0 ($19,368,094.00) Equity, (File 333-116687 - Jun. 21) (BR. 03) S-3 FLIGHT SAFETY TECHNOLOGIES INC, 28 COTTRELL, STREET, MYSTIC, CT, 06355, 8602450191 - 2,054,300 ($6,698,190.00) Equity, (File 333-116688 - Jun. 21) (BR. 05) S-4 OMEGA HEALTHCARE INVESTORS INC, 9690 DEERECO ROAD, STE 100, TIMONIUM, MD, 21093, 410-427-1700 - 0 ($200,000,000.00) Other, (File 333-116690 - Jun. 21) (BR. 08) S-8 NORTH AMERICAN SCIENTIFIC INC, 20200 SUNBURST ST, CHATSWORTH, CA, 91311, 8187348600 - 0 ($16,100,000.00) Equity, (File 333-116691 - Jun. 21) (BR. 01) S-3 COMMSCOPE INC, 8283242200 - 0 ($250,000,000.00) Other, (File 333-116692 - Jun. 21) (BR. 37) SB-2 KAIRE HOLDINGS INC, 552 SESPE AVENUE "D", FILLMORE, CA, 93015, 8055240024 - 18,888,887 ($2,055,555.00) Equity, (File 333-116693 - Jun. 21) (BR. 01) S-2 IMAGING DIAGNOSTIC SYSTEMS INC /FL/, 6531 NW 18TH COURT, PLANTATION, FL, 33313-4520, 3057460500 - 9,000,000 ($3,600,000.00) Equity, (File 333-116694 - Jun. 21) (BR. 36) S-8 COMMSCOPE INC, 8283242200 - 1,500,000 ($25,725,000.00) Equity, (File 333-116695 - Jun. 21) (BR. 37) S-3 GENETRONICS BIOMEDICAL CORP, 11199 SORRENTO VALLEY RD, SAN DIEGO, CA, 92121, 6195976006 - 0 ($12,232,457.00) Equity, (File 333-116696 - Jun. 21) (BR. 36) S-8 DEPOMED INC, 1360 O'BRIEN DRIVE, MENLO PARK, CA, 94025, 6504625900 - 0 ($24,800,000.00) Equity, (File 333-116697 - Jun. 21) (BR. 01) S-3 VIISAGE TECHNOLOGY INC, 296 CONCORD ROAD, THIRD FLOOR, BILLERICA, MA, 01821, 9789322466 - 7,500,000 ($69,075,000.00) Equity, (File 333-116698 - Jun. 21) (BR. 03) S-3 CNL HOSPITALITY PROPERTIES INC, 450 SOUTH ORANGE AVE, ORLANDO, FL, 32801, 4076501000 - 0 ($47,500,000.00) Equity, (File 333-116699 - Jun. 21) (BR. 08) S-3 AT ROAD INC, 47200 BAYSIDE PARKWAY, FREMONT, CA, 94538, 94538 - 0 ($51,483,688.00) Equity, (File 333-116700 - Jun. 21) (BR. 03) S-8 EOG RESOURCES INC, 333 CLAY SUITE 4200, HOUSTON, TX, 77002-7361, 7136517000 - 4,000,000 ($232,440,000.00) Equity, (File 333-116701 - Jun. 21) (BR. 04) S-3 PLX TECHNOLOGY INC, 870 MAUDE AVENUE, SUNNYVALE, CA, 94085, 4087749060 - 0 ($50,950,262.00) Equity, (File 333-116702 - Jun. 21) (BR. 36) S-1 DIAMETRICS MEDICAL INC, 2658 PATTON RD, ROSEVILLE, MN, 55113, 6516398035 - 38,491,608 ($6,158,657.28) Equity, (File 333-116703 - Jun. 21) (BR. 36) S-8 PLX TECHNOLOGY INC, 870 MAUDE AVENUE, SUNNYVALE, CA, 94085, 4087749060 - 0 ($10,529,611.00) Equity, (File 333-116704 - Jun. 21) (BR. 36) S-8 5 G WIRELESS COMMUNICATIONS INC, 2921 N TENAYA WAY SUITE 218, LAS VEGAS, NV, 89128, 7029474877 - 150,000,000 ($4,500,000.00) Equity, (File 333-116705 - Jun. 21) (BR. 37) S-3 REGAL BELOIT CORP, 200 STATE ST, BELOIT, WI, 53511, 6083648800 - 0 ($115,000,000.00) Other, (File 333-116706 - Jun. 21) (BR. 36) S-8 OSCIENT PHARMACEUTICALS CORP, 1OO BEAVER ST, WALTHAM, MA, 02453, 7813982300 - 6,750,000 ($33,243,750.00) Equity, (File 333-116707 - Jun. 21) (BR. 01) SB-2 FAMILY ROOM ENTERTAINMENT CORP, 8530 WILSHIRE BLVD., SUITE 420, BEVERLY HILLS, CA, 90211, 3238502800 - 11,707,786 ($819,545.00) Equity, (File 333-116708 - Jun. 21) (BR. 05) 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 ABRAXAS PETROLEUM CORP NV X 06/21/04 ACTION PRODUCTS INTERNATIONAL INC FL X X 04/05/04 AMEND ADDVANTAGE TECHNOLOGIES GROUP INC OK X X 06/21/04 ADVANCED HEALTHCARE TECHNOLOGIES INC CO X X 06/18/04 AMEND ADVANTA BUSINESS RECEIVABLES CORP X 06/21/04 ADVANTA CORP DE X X 06/21/04 ALASKA AIR GROUP INC DE X 06/18/04 ALEXANDRIA REAL ESTATE EQUITIES INC MD X X 06/18/04 ALPHA HOLDING INC/ DE DE X X 05/12/04 AMERICAN HOME MORTGAGE INVESTMENT COR MD X X 06/21/04 AMERICAN INSURED MORTGAGE INVESTORS S CA X X 06/21/04 ANALYSTS INTERNATIONAL CORP MN X X 06/21/04 ASHFORD HOSPITALITY TRUST INC MD X X 06/18/04 ASSET-BACKED PASS-THROUGH CERTIFICATE DE X X 06/21/04 ASSISTED LIVING CONCEPTS INC NV X 06/18/04 ATLANTIS BUSINESS DEVELOPMENT CORP DE X 06/17/04 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 06/21/04 BANC ONE HELOC 1999-1 OH X X 06/21/04 BANC ONE HELOC TRUST 1998-1 OH X X 06/21/04 BANK ONE AUTO SECURITIZATION TRUST 20 DE X X 06/21/04 BAXTER INTERNATIONAL INC DE X 06/21/04 BAYOU STEEL CORP DE X X 06/18/04 BEAR STEARNS ASSET BACKED WHOLE AUTO DE X X 06/15/04 BEST BUY CO INC MN X X 06/18/04 BIRNER DENTAL MANAGEMENT SERVICES INC CO X 06/18/04 BLACK WARRIOR WIRELINE CORP DE X X 06/03/04 BLUETORCH, INC. X 06/15/04 BROADWAY FINANCIAL CORP \DE\ DE X X 06/21/04 BSD MEDICAL CORP DE X X 06/18/04 C COR NET CORP PA X X 04/14/04 C COR NET CORP PA X X 04/14/04 C COR NET CORP PA X X 04/14/04 CALIFORNIA STEEL INDUSTRIES INC X 06/18/04 CAN AM AUTO SALES INC NV X X 06/01/04 CAPITAL TRUST INC MD X X 06/21/04 CATERPILLAR FINANCIAL SERVICES CORP DE X 06/21/04 CCF HOLDING CO GA X X 06/17/04 CEDAR FAIR L P DE X 06/08/04 CHAMPION ENTERPRISES INC MI X X 06/16/04 CHINA DIRECT TRADING CORP FL X X 06/21/04 CIBER INC DE X X 06/21/04 CIMA LABS INC DE X X 06/15/04 CIRCUS & ELDORADO JOINT VENTURE X X 06/15/04 Citigroup Commercial Mortgage Trust 2 DE X X 06/18/04 CITIGROUP INC DE X X 06/21/04 CITIGROUP MORTGAGELN TR ORIGEN MANU H X X 06/15/04 CITIZENS INC CO X X 06/17/04 CLEVELAND CLIFFS INC OH X 06/18/04 CNL RETIREMENT PROPERTIES INC MD X 03/26/04 COMMUNITY BANK SHARES OF INDIANA INC IN X X 06/17/04 COMMUNITY BANKS OF GEORGIA INC X X 06/16/04 CONSTAR INTERNATIONAL INC DE X X 05/31/04 CONTANGO OIL & GAS CO DE X X 06/18/04 CROSSTEX ENERGY LP DE X X 06/18/04 CVB FINANCIAL CORP CA X X 06/16/04 DATASCENSION INC NV X 03/31/04 DEX MEDIA EAST LLC DE X X 06/11/04 DEX MEDIA WEST LLC DE X X 06/11/04 DIAMOND OFFSHORE DRILLING INC DE X X 06/21/04 DIGITAL RECORDERS INC NC X 06/21/04 DIRECT WIRELESS COMMUNICATIONS INC TX X 06/18/04 DNB FINANCIAL CORP /PA/ PA X X 06/21/04 DOMINION HOMES INC OH X X 06/21/04 DRAGON PHARMACEUTICALS INC FL X X 06/11/04 DUANE READE INC DE X X 06/18/04 DURECT CORP DE X 06/21/04 DWANGO NORTH AMERICA CORP NV X X 06/14/04 EL PASO CORP/DE DE X X 06/21/04 EMERSON ELECTRIC CO MO X 06/21/04 ENSCO INTERNATIONAL INC DE X 06/18/04 ENVIRONMENTAL SAFEGUARDS INC/TX NV X X 06/18/04 EPIQ SYSTEMS INC MO X X 06/21/04 EVEREST RE GROUP LTD C8 X 06/21/04 FALCON NATURAL GAS CORP X X 06/01/04 FANTATECH INC DE X X 05/12/04 FARMERS & MERCHANTS BANCORP DE X 06/21/04 FIRST CHESAPEAKE FINANCIAL CORP VA X 05/27/04 FIRST HORIZON ASSET SEC MORT PAS THR DE X 05/25/04 FIRST HORIZON ASSET SECURITIES INC DE X 06/21/04 FIRST HORIZON ASSET SECURITIES INC MO NY X 05/25/04 FIRST HORIZON ASSET SECURITIES MORTGA DE X 05/25/04 FIRST STATE BANCORPORATION NM X 06/18/04 FIRSTFED FINANCIAL CORP DE X 05/31/04 FLEET HOME EQUITY LOAN LLC DE X 06/21/04 G REIT INC VA X X X 05/31/04 GENTA INC DE/ DE X 06/21/04 GEXA CORP TX X 06/21/04 GLOBALSTAR TELECOMMUNICATIONS LTD DE X 06/21/04 GOLDMAN SACHS ASSET BACKED SECURITIES X X 06/21/04 GOODYEAR TIRE & RUBBER CO /OH/ OH X 06/18/04 GRUBB & ELLIS CO DE X X 06/11/04 GS AUTO LOAN TRUST 2004-1 X X 06/21/04 GS MORTGAGE SECURITIES CORP DE X X 06/17/04 GUILFORD PHARMACEUTICALS INC DE X X 06/17/04 GUILFORD PHARMACEUTICALS INC DE X X 06/21/04 HEALTHSOUTH CORP DE X X 06/21/04 HEMPTOWN CLOTHING INC A1 X X X 06/14/04 IA GLOBAL INC DE X X 06/18/04 IMCLONE SYSTEMS INC/DE DE X X 06/17/04 IMCLONE SYSTEMS INC/DE DE X X 06/18/04 IMMEDIATEK INC NV X X 04/09/04 AMEND INCOME OPPORTUNITY REALTY INVESTORS I NV X X 06/17/04 INDEPENDENCE HOLDING CO DE X 06/21/04 INLAND REAL ESTATE CORP MD X X 06/17/04 INTERNATIONAL BANCSHARES CORP TX X X X 06/21/04 INVESTORS CAPITAL HOLDINGS LTD MA X X 06/21/04 ISONICS CORP CA X X 06/15/04 ISTA PHARMACEUTICALS INC CA X X 06/16/04 J.P. Morgan Chase Commercial Mortgage DE X 06/15/04 JP MORTGAGE CHASE COMM MORT PASS THR DE X X 06/12/04 KERR MCGEE CORP /DE DE X X 06/21/04 LABONE INC/ MO X 06/21/04 LYDALL INC /DE/ DE X X 06/21/04 MAGNITUDE INFORMATION SYSTEMS INC DE X X 06/21/04 MARCONI CORP PLC X0 X 06/21/04 MECHANICAL TECHNOLOGY INC NY X 06/21/04 MERIX CORP OR X 06/17/04 MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 06/04/04 MGM MIRAGE DE X X 06/21/04 MID AMERICA APARTMENT COMMUNITIES INC TN X X 06/21/04 MINORPLANET SYSTEMS USA INC DE X X 06/21/04 MOBILEPRO CORP DE X 04/21/04 AMEND Morgan Stanley Auto Loan Trust 2004-H DE X X 06/21/04 Morgan Stanley Capital I Trust 2004 I DE X 06/15/04 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 06/18/04 MOTOROLA INC DE X 06/18/04 NANTUCKET INDUSTRIES INC DE X 02/28/04 AMEND NATIONAL WESTERN LIFE INSURANCE CO CO X X 06/21/04 AMEND NN INC DE X 06/18/04 NUTEK OIL INC. NV X 03/31/04 ONEOK INC /NEW/ OK X X 06/18/04 ONESOURCE TECHNOLOGIES INC DE X 06/17/04 ONYX PHARMACEUTICALS INC DE X X 06/19/04 OPTIMAL GROUP INC X 06/21/04 OXFORD INDUSTRIES INC GA X 06/21/04 PALMONE INC DE X X 06/21/04 PARALLEL TECHNOLOGIES INC NV X X 06/15/04 PARKVALE FINANCIAL CORP PA X 06/18/04 PARLUX FRAGRANCES INC DE X X 06/17/04 PATAPSCO BANCORP INC MD X X 06/18/04 PAVILION BANCORP INC X X 06/21/04 PAYCHEX INC DE X 06/21/04 PEOPLEVIEW INC NV X X 06/18/04 PLAINS EXPLORATION & PRODUCTION CO DE X X 06/18/04 POP N GO INC DE X X 06/21/04 PRAECIS PHARMACEUTICALS INC DE X 06/21/04 PRIME AIR INC NV X 06/07/04 PROASSURANCE CORP DE X X 06/21/04 RAIT INVESTMENT TRUST MD X 04/01/04 RASC Series 2004-KS5 Trust DE X X 06/21/04 REALITY INTERACTIVE INC MN X 06/21/04 AMEND RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 06/21/04 REVLON CONSUMER PRODUCTS CORP DE X 06/21/04 REVLON INC /DE/ DE X 06/21/04 ROBERTS REALTY INVESTORS INC GA X X 06/18/04 RURAL ELECTRIC COOPERATIVE GRANTOR TR NY X X 06/16/03 SAFEWAY INC DE X 06/21/04 SALIX PHARMACEUTICALS LTD X X 06/21/04 SAN JUAN BASIN ROYALTY TRUST TX X X 06/18/04 SANGUI BIOTECH INTERNATIONAL INC CO X 06/21/04 SCHOOL SPECIALTY INC WI X X 06/17/04 SCOTIA PACIFIC CO LLC DE X 06/21/04 SENETEK PLC /ENG/ X X 06/21/04 SIMPLETECH INC CA X 06/16/04 SOUTHTRUST CORP DE X X X 06/20/04 STRUCTURED ASSET SECURITIES CORP DE X 06/21/04 STRUCTURED OBLIGATIONS CORP LONG TERM DE X X 06/15/04 STRUCTURED OBLIGATIONS CORP LONG TERM DE X X 06/15/04 STRUCTURED OBLIGATIONS CORP LONG TERM DE X X 06/15/04 STRUCTURED OBLIGATIONS CORP SELECT NO DE X X 06/15/04 STRUCTURED OBLIGATIONS CORP SELECT NO DE X X 06/15/04 TELEDYNE TECHNOLOGIES INC DE X X 06/18/04 TEMECULA VALLEY BANCORP INC DE X 06/21/04 TEXEN OIL & GAS INC NV X X 06/21/04 TITAN PHARMACEUTICALS INC DE X X 06/21/04 TWEETER HOME ENTERTAINMENT GROUP INC DE X X 06/17/04 UNITEDGLOBALCOM INC DE X 06/07/04 VALEANT PHARMACEUTICALS INTERNATIONAL DE X X 06/21/04 VASO ACTIVE PHARMACEUTICALS INC DE X X 06/18/04 VINEYARD NATIONAL BANCORP CA X X 06/21/04 VOLKSWAGEN AUTO LEASE TRUST 2002-A X X 06/21/04 VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2 X X 06/21/04 VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2 DE X X 06/21/04 VOLKSWAGEN DEALER FINANCE LLC DE X X 06/21/04 WABASH NATIONAL CORP /DE DE X X 06/21/04 WACHOVIA CORP NEW NC X X X 06/20/04 WASTE MANAGEMENT INC DE X X 06/21/04 WELLS FARGO ASSET SECURITIES CORP DE X X 06/18/04 WESTFIELD FINANCIAL INC MA X X 06/15/04 WESTSPHERE ASSET CORP INC CO X 06/21/04 WHX CORP DE X X 06/21/04 WORTHINGTON INDUSTRIES INC OH X X 06/18/04 ZARLINK SEMICONDUCTOR INC X X 06/21/04 ZKID NETWORK CO NV X X 06/17/04