SEC NEWS DIGEST Issue 2004-153 August 10, 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 - TUESDAY, AUGUST 17, 2004 - 2:00 P.M. The subject matter of the closed meeting scheduled for Tuesday, August 17, will be: Formal orders of investigations; Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings of an enforcement nature; and Adjudicatory matters. OPEN MEETING - WEDNESDAY, AUGUST 18, 2004 - 10:00 A.M. The subject matter of the open meeting scheduled for Wednesday, August 18, will be: 1. The Commission will consider whether to adopt amendments to rule 12b-1 under the Investment Company Act of 1940. The amended rule would prohibit investment companies from paying for the distribution of their shares with brokerage commissions. For further information, please contact William Middlebrooks at (202) 942-0690. 2. The Commission will consider whether to adopt amendments to Forms N- 1A, N-2, N-3, and N-CSR that are designed to improve the disclosure provided by mutual funds and closed-end funds about their portfolio managers. The amendments would extend the existing requirement that a fund provide basic information in its prospectus regarding its portfolio manager to members of management teams. The amendments would also require a fund to disclose additional information about its portfolio managers in its Statement of Additional Information (and, for closed-end funds, in reports on Form N CSR), including other accounts they manage, compensation structure, and ownership of securities in the fund. For further information, please contact Sanjay Lamba at (202) 942- 7926. CLOSED MEETING - THURSDAY, AUGUST 19, 2004 - 2:00 P.M. The subject matter of the closed meeting scheduled for Thursday, August 19, will be: Formal orders of investigations; Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings of an enforcement nature; Amicus consideration; and Regulatory matter regarding financial institutions. 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. ENFORCEMENT PROCEEDINGS COMMISSION BARS RALPH DIFALCO FROM ASSOCIATION WITH ANY BROKER OR DEALER AND FROM PARTICIPATING IN ANY OFFERING OF A PENNY STOCK On August 9, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions (Order) against Ralph DiFalco (DiFalco). The Order bars DiFalco from association with any broker or dealer and from participating in any offering of a penny stock. DiFalco consented to the issuance of the Order without admitting or denying the findings in the Order. The Order finds that DiFalco was an officer of Traderz Associates Holding, Inc. (Traderz), a Delaware corporation, and president and chairman of R.H. Roberts Holding Co. (R.H. Roberts), a Nevada corporation. Neither Traderz nor R.H. Roberts has ever been registered with the Commission as a broker or dealer. Although not registered as such, DiFalco acted as a broker, as defined by Section 3(a)(4) of the Securities Exchange Act of 1934 (Exchange Act), by engaging in the business of effecting transactions in securities for the accounts of others while serving as an officer of Traderz and R.H. Roberts. The Order further finds that on July 28, 2004, DiFalco was permanently enjoined from future violations of Section 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Exchange Act in the civil action entitled Securities and Exchange Commission v. Goldman Lender & Co. Holdings, et al., 98 Civ. 7525 (JGK). DiFalco consented to the entry of the injunction without admitting or denying the allegations in the Commission's complaint. The Commission's complaint alleged that from May 1997 through approximately August 1998, DiFalco and the other defendants in the civil action fraudulently raised approximately $2.1 million through six fraudulent offerings of securities. The Commission's complaint further alleges that the defendants created phony private placements of stock of six issuers -- Traderz, Niki Taylor, R.H. Roberts, Beverly Glenn Interactive, Goldman Lender & Co. Holdings, and Blackwell Co. -- and sold the stock through a series of boiler rooms. Directly or through unregistered salespeople acting at their direction, the defendants used high-pressure sales tactics and false and misleading representations to induce investors to buy these stocks, several of which were penny stocks. The Order further finds that on April 24, 2003, on the basis of his guilty plea, DiFalco was convicted of one count of conspiracy to commit securities fraud, mail fraud, and wire fraud in violation of 18 U.S.C. 371, and one count of securities fraud in violation of 15 U.S.C. 77q(a) and 77x. United States v. Ralph DiFalco, 02 Cr. 282 (S.D.N.Y.) (JSM). The indictment to which DiFalco pleaded guilty was based upon his role in the R.H. Roberts fraud. (Rel. 34-50167; File No. 3-11580) PROCEEDINGS UNDER THE INVESTMENT ADVISERS ACT INSTITUTED AND SETTLED AGAINST RICHARD CHERRY BASED ON A FINAL ORDER PREVIOUSLY ENTERED AGAINST CHERRY BY THE STATE OF UTAH DIVISION OF SECURITIES On August 9, the Commission instituted settled administrative proceedings against Richard L. Cherry pursuant to Section 203(f) of the Investment Advisers Act of 1940 and Section 604 of the Sarbanes-Oxley Act based on a final order against him issued by the State of Utah Division of Securities. The Commission's Order, which bars Cherry from association with any investment adviser, was entered pursuant to Cherry's consent and without admitting or denying the findings in the order. The Commission's Order finds that from 1992 through 2003 Cherry was the chief investment officer of Utah Retirement Systems, a state agency responsible for administering retirement and defined contribution benefits of state and local government employees of the State of Utah, and that Cherry had been employed by the Utah Retirement Systems since 1980. The Commission's Order also finds that on Feb. 17, 2004, the Utah Division of Securities issued a Stipulation and Consent Order (State Order) against Cherry. In the State Order, the Utah Division of Securities found that Cherry had violated Utah securities laws by engaging in insider trading for his own account and the account of a private advisory client, and by acting as an unlicensed investment adviser. Cherry agreed to the State Order which, among other sanctions, barred him from association with any state-licensed investment adviser and imposed a fine, without admitting or denying the Utah Division of Securities' findings. The State Order found that Cherry had, among other things, violated the Code of Ethics of the Utah Retirement Systems by engaging in securities transactions that were in conflict with his position as the chief investment officer of the Utah Retirement Systems. The State Order also found that Cherry had purchased securities in advance of funding Cherry knew the Utah Retirement Systems would provide to its investment advisers for investment in certain Utah Retirement Systems portfolios. Cherry engaged in the transactions knowing that the investment advisers who had received funds from the Utah Retirement Systems would purchase the same securities Cherry had previously purchased. (Rel. IA-2273; File No. 3-11581) COMMISSION GRANTS MOTION OF RUSSELL STEIN TO RECONSIDER ITS OPINION FINDING THAT HE AIDED AND ABETTED VIOLATIONS OF REPORTING AND DISCLOSURE PROVISIONS OF THE INVESTMENT ADVISERS ACT AND DISMISSES PROCEEDING AGAINST HIM On August 9, the Commission granted the motion of Russell W. Stein for reconsideration of the Commission's March 14, 2003, opinion that found that Stein aided and abetted reporting and disclosure violations by Merrill Lynch, in violation of the Investment Advisers Act, and dismissed its proceeding against him. (Rel. 34-50168; IA-2274; File No. 3-9309) PRELIMINARY INJUNCTION ENTERED, AND ASSET FREEZE AND APPOINTMENT OF RECEIVER CONTINUED, AGAINST ANTHONY POSTIGLIONE, JR., WILLIAM LENNON AND TWO COMPANIES IN HEDGE FUND FRAUD The Commission announced that on August 9 the Honorable Legrome D. Davis, U.S. District Court Judge for the Eastern District of Pennsylvania, issued a preliminary injunction against Anthony P. Postiglione, Jr. (Postiglione), of Malvern, PA, William J. Lennon (Lennon), of Media, PA, and two companies they owned and controlled, namely, Fountainhead Fund, LP (the Fund), a hedge fund located in Wayne, PA, and its general partner Fountainhead Asset Management, LLC (FAM). The Court's Order, which was entered upon the defendants' consent, preliminarily enjoins them from violating the antifraud provisions of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940, and continues an asset freeze, appointment of a receiver, and other relief imposed by the Judge in the temporary restraining order issued July 30, 2004. In its complaint, originally filed July 30, 2004, the Commission alleges that, from November 2001 through the present, Postiglione and Lennon raised approximately $5 million for the Fund from at least 18 private investors. Through a series of fraudulent acts, defendants Postiglione and Lennon, acting through FAM, obtained assets fraudulently, lulled investors into keeping their assets in the Fund, and misused investor funds. The complaint alleges that, from the inception of the Fund through the present, Postiglione and Lennon have sent false quarterly statements and newsletters to investors, consistently overstating the Fund's value and performance. In addition, they have overstated the amount of Postiglione's personal investment in the Fund and the Fund's performance in order to lure new investments. Further, in violation of their fiduciary duties to their clients, Postiglione and Lennon excessively traded several Fund securities accounts for the sole purpose of generating soft dollar credits, which they then withdrew as cash and used for, among other things, their own personal living expenses. The complaint alleges that, during the course of this fraud, Postiglione and Lennon also misappropriated several hundred thousand dollars of Fund assets for their personal use. As of the date of filing, investor funds in the Fund totaled approximately $1.7 million. The complaint alleges that defendants Postiglione, Lennon, FAM, and the Fund have violated Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder, and that Postiglione, Lennon, and FAM have violated Sections 206(1) and 206(2) of the Advisers Act. The Complaint seeks permanent injunctions, disgorgement together with prejudgment interest, and civil penalties. [SEC v. Anthony P. Postiglione, Jr., et al., Civil Action No. 04-CV-3604 (E.D. Pa.)] (LR- 18824) AN ORDER OF PERMANENT INJUNCTION ENTERED AGAINST HILLEL SHER, NILI FRENKEL, AMOTZ FRENKEL, AND MICHAEL CARNICLE On August 4, final judgments were entered against defendants Hillel Sher, Nili Frenkel, Amotz Frenkel and Michael Carnicle. The Court's order enjoined defendants from future violations of the securities registration and antifraud provisions of the federal securities laws, as well as ordering the defendants to pay disgorgement and civil penalties. The Commission's complaint alleged the defendants engaged in a scheme to inflate the assets of Diamond Entertainment, Inc. by acquiring $5 million in certificates of deposit ostensibly issued by a Russian bank but actually created at a Kinko's copy center in Hollywood, Florida. The complaint alleged that in order to acquire the certificates of deposit, the defendants arranged to issue stock, ostensibly in reliance on the exemption from registration afforded by Regulation S, to a California corporation; those shares were sold after forty days with $1.5 million of the proceeds used to pay for the certificates of deposit. Sher was enjoined from further violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and ordered to pay a $25,000 civil penalty. Nili Frenkel was enjoined from further violations of Sections 5(a) and 5(c) of the Securities Act and ordered to disgorge $111,372 and pay prejudgment interest in the amount of $120,716.12. Amotz Frenkel was enjoined from further violations of Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and ordered to pay a $25,000 civil penalty. Carnicle was enjoined from further violations of Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and ordered to disgorge $183,186, pay prejudgment interest of $203,008.94 and a $50,000 civil penalty. [SEC v. Autocorp Equities, Inc., Docket No. 2:98CV0562PGC, USDC, D.UT.] (LR- 18825) FORMER CO-PRESIDENT OF GEMSTAR-TV GUIDE INTERNATIONAL, INC. AGREES TO SETTLE SEC ACTION The Commission today announced that Peter C. Boylan, a former senior executive of Gemstar-TV Guide International, Inc. and its wholly owned subsidiary, TV Guide, Inc., has agreed to settle the federal court action filed by the Commission. As part of the settlement, Boylan will consent to a fraud injunction, without admitting or denying the allegations in the Commission's complaint, and will pay a total of $600,000 in disgorgement and civil penalties. The settlement is subject to approval by the court. Gemstar is a Los Angeles-based media and technology company that, among other things, publishes TV Guide magazine and develops, licenses, and markets an interactive program guide (IPG) for televisions that enables consumers to navigate through and select television programs. During the relevant period, Gemstar generated revenues from the IPG by licensing the technology to third parties and selling advertising on the IPG. In statements to securities analysts and the investing public, Gemstar repeatedly touted the IPG technology and IPG advertising revenues as the company's future and as the "value driver" of the company's stock, and downplayed expected declines in revenue from TV Guide magazine. Boylan, of Tulsa, Oklahoma, is the former co-president, co-chief operating officer and a member of the board of directors of Gemstar and the former co-chairman, chief executive officer, and co-president of Gemstar's wholly owned subsidiary, TV Guide. The Commission's complaint alleges that from June 1999 through September 2002, Gemstar overstated its total revenues by at least $248 million to meet its ambitious projections for revenue growth from IPG licensing and advertising. The complaint further alleges that Boylan participated in Gemstar's fraudulent reporting of transactions relating to IPG advertising. According to the complaint, Boylan structured two transactions so that a portion of the amount to be paid to Gemstar was nominally and artificially allocated to the sale of IPG advertising. The complaint also alleges that in press releases, conference calls with securities analysts, and annual reports filed with the Commission, Boylan omitted to disclose material information regarding the transactions. The complaint charges Boylan with securities fraud, falsifying Gemstar's books and records, and aiding and abetting Gemstar's reporting and record-keeping violations, in violation of Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(5) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, and 13b2-1 thereunder. If approved by the court, Boylan will be enjoined from future violations, or aiding and abetting violations, of the above provisions of the federal securities laws. Boylan is also agreeing to pay disgorgement of $300,000 and a civil penalty of $300,000. The Commission will seek to have this money included in a fund established for harmed shareholders of Gemstar pursuant to Section 308 of the Sarbanes-Oxley Act of 2002. The Commission's action is pending against four other former executives of Gemstar: Henry C. Yuen, former chief executive officer; Elsie M. Leung, former chief financial officer; Jonathan B. Orlick, former general counsel; and Craig Waggy, former CFO of TV Guide. The court has scheduled the trial of this matter to begin on January 18, 2005. On June 30, 2004, the court entered a final judgment of permanent injunction against Gemstar as part of a settlement in which the company agreed to pay a $10 million civil penalty to be distributed to harmed shareholders pursuant to Section 308 of the Sarbanes-Oxley Act. [SEC v. Peter C. Boylan, Civil Action No. CV 04-6569 FMC (MANx) C.D. Cal.] (LR- 18826) SELF-REGULATORY ORGANIZATIONS ORDER APPROVING AN AMENDMENT TO THE PLAN FOR REPORTING OF CONSOLIDATED OPTIONS LAST SALE REPORTS AND QUOTATION INFORMATION The Commission granted approval to an amendment to the Plan for Reporting of Consolidated Options Last Sale Reports and Quotation Information submitted pursuant to Section 11A of the Securities Exchange Act of 1934 and Rule 11Aa3-2 thereunder by the Options Price Reporting Authority (SR-OPRA-2004-02) and Amendment No. 1 thereto to eliminate from the Plan references to the fee exemption pilot currently provided for in the Plan. (Rel. 34-50147) 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 OSCIENT PHARMACEUTICALS CORP, 1OO BEAVER ST, WALTHAM, MA, 02453, 7813982300 - 0 ($152,750,000.00) Other, (File 333-118026 - Aug. 9) (BR. 01) S-8 12 TO 20 PLUS INC, 3485 SACRAMENTO DRIVE, SUITE F, SAN LUIS OBISPO, CA, 93401, 8055437228 - 10,000,000 ($300,000.00) Other, (File 333-118027 - Aug. 9) (BR. 06) S-8 MASSBANK CORP, 123 HAVEN STREET, READING, MA, 01867, 6179428192 - 400,000 ($13,706,000.00) Equity, (File 333-118028 - Aug. 9) (BR. 07) S-8 CASTLE A M & CO, 3400 N WOLF RD, FRANKLIN PARK, IL, 60131, 7084557111 - 900,000 ($9,373,500.00) Equity, (File 333-118030 - Aug. 9) (BR. 04) S-8 CASTLE A M & CO, 3400 N WOLF RD, FRANKLIN PARK, IL, 60131, 7084557111 - 2,550,000 ($26,558,250.00) Equity, (File 333-118031 - Aug. 9) (BR. 04) S-8 CENTRAL FREIGHT LINES INC, 2547722120 - 1,000,000 ($7,370,000.00) Equity, (File 333-118032 - Aug. 9) (BR. 05) S-8 COURIER CORP, 15 WELLMAN AVENUE, NORTH CHELMSFORD, MA, 01863, 9782516000 - 0 ($9,303,750.00) Equity, (File 333-118033 - Aug. 9) (BR. 05) S-8 NATIONAL INSTRUMENTS CORP /DE/, 11500 NORTH MOPAC EXPRESSWAY, AUSTIN, TX, 78759, 5123389119 - 750,000 ($21,003,750.00) Equity, (File 333-118034 - Aug. 9) (BR. 03) SB-2 Quadra Ventures, Inc., 16125 SHAWBROOKE RD. SW, CALGARY, A0, T2Y 3B3, 604-522-2104 - 3,125,000 ($93,750.00) Equity, (File 333-118035 - Aug. 9) (BR. 03) S-1 Brightstar Corp., 2010 N.W. 84TH AVENUE, MIAMI, FL, 33122, (305) 477-8676 - 0 ($115,000,000.00) Equity, (File 333-118036 - Aug. 9) (BR. 36) S-8 CLOSURE MEDICAL CORP, 5250 GREENS DAIRY RD, RALEIGH, NC, 27616, 9198767800 - 0 ($17,745,000.00) Equity, (File 333-118037 - Aug. 9) (BR. 36) S-8 CHIRON CORP, 4560 HORTON ST, EMERYVILLE, CA, 94608, 5106558730 - 0 ($761,512,480.56) Equity, (File 333-118038 - Aug. 9) (BR. 01) S-8 KEANE INC, TEN CITY SQ, BOSTON, MA, 02129, 6172419200 - 0 ($28,120,000.00) Equity, (File 333-118039 - Aug. 9) (BR. 03) SB-2 ELECTRONIC CONTROL SECURITY INC, 790 BLOOMFIELD AVENUE, BLDG C1 - STE 1, CLIFTON, NJ, 07012, 9735478555 - 4,200,000 ($8,148,000.00) Equity, (File 333-118040 - Aug. 9) (BR. 37) S-8 NMT MEDICAL INC, 27 WORMWOOD STREET, BOSTON, MA, 02210, 6177370930 - 400,000 ($1,496,000.00) Equity, (File 333-118041 - Aug. 9) (BR. 36) S-8 DUPONT E I DE NEMOURS & CO, 1007 MARKET ST, WILMINGTON, DE, 19898, 3027741000 - 550,000 ($22,990,000.00) Equity, (File 333-118042 - Aug. 9) (BR. 06) SB-2 VIEW SYSTEMS INC, 1100 WILSO DR, 1100 WILSO DR, BALTIMORE, MD, 21223, 4106463000 - 18,621,050 ($2,420,736.50) Equity, (File 333-118043 - Aug. 9) (BR. 37) SB-2 NUWAVE TECHNOLOGIES INC, ONE PASSAIC AVE, FAIRFIELD, NJ, 07004, 9738828810 - 130,690,033 ($11,108,653.00) Equity, (File 333-118044 - Aug. 9) (BR. 37) S-8 GOLDEN EAGLE INTERNATIONAL INC, 12401 SOUTH 450 EAST, BLDG D2 SUITE A, SALT LAKE CITY, UT, 84020, 8016199320 - 20,000,000 ($2,000,000.00) Equity, (File 333-118045 - Aug. 9) (BR. 04) S-8 SAFEGUARD SCIENTIFICS INC, 435 DEVON PARK DR, 800 THE SAFEGUARD BLDG, WAYNE, PA, 19087, 6102930600 - 6,000,000 ($11,460,000.00) Equity, (File 333-118046 - Aug. 9) (BR. 08) S-8 CUMULUS MEDIA INC, 3535 PIEDMONT ROAD, BUILDING 14, FOURTEENTH FLOOR, ATLANTA, GA, 30305, 4049490700 - 2,795,000 ($41,813,200.00) Equity, (File 333-118047 - Aug. 9) (BR. 37) S-8 TRANSMETA CORP, 3940 FREEDOM CIRCLE, 415-413-1880, SANTA CLARA, CA, 95054, 4089193000 - 0 ($10,101,969.00) Equity, (File 333-118048 - Aug. 9) (BR. 36) S-8 ADSOUTH PARTNERS, INC., 1515 NORTH FEDERAL HWY, STE 418, BOCA RATON, FL, 33432, 561-750-0410 - 48,300,000 ($6,025,400.00) Equity, (File 333-118049 - Aug. 9) (BR. 37) S-8 UNITEDHEALTH GROUP INC, UNITEDHEALTH GROUP CENTER, 9900 BREN ROAD EAST, MINNEAPOLIS, MN, 55343, 9529361300 - 159,110 ($9,744,692.00) Equity, (File 333-118050 - Aug. 9) (BR. 01) S-3 DELPHI FINANCIAL GROUP INC/DE, 1105 NORTH MARKET STREET, SUITE 1230, WILMINGTON, DE, 19801, 302-478-5142 - 357,722 ($14,208,717.84) Equity, (File 333-118052 - Aug. 9) (BR. 01) S-1 SENSUS METERING SYSTEMS INC, 8609 SIX FORKS ROAD, RALEIGH, NC, 27615, 9198703216 - 0 ($1.00) Other, (File 333-118053 - Aug. 9) (BR. 36) S-3 STAR SCIENTIFIC INC, 801 LIBERTY WAY, CHESTER, VA, 23836, 8048610681 - 0 ($25,000,000.00) Equity, (File 333-118054 - Aug. 9) (BR. 04) S-8 UTI WORLDWIDE INC, C/O UNION TRANSPORT CORP, 19443 LAUREL PARK RD SUITE 107, RANCHO DOMINQUEZ, CA, 90220, 3106043311 - 200,000 ($10,346,000.00) Other, (File 333-118055 - Aug. 9) (BR. 05) S-3 PXRE GROUP LTD, 26 VICTORIA STREET, HAMILTON, D0, HM FX, 4412965858 - 0 ($297,669,142.78) Other, (File 333-118057 - Aug. 9) (BR. 01) S-8 RITA MEDICAL SYSTEMS INC, 967 N SHORELINE BLVD, MOUNTAIN VIEW, CA, 94013, 6503858500 - 3,814,219 ($12,758,562.56) Equity, (File 333-118058 - Aug. 9) (BR. 36) S-8 NeuroMetrix, Inc., 62 FOURTH AVENUE, WALTHAM, MA, 02451, (781) 890-9989 - 0 ($13,568,222.30) Equity, (File 333-118059 - Aug. 9) (BR. 36) 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 ------------------------------------------------------------------------------------------------ 3D SYSTEMS CORP DE X 08/04/04 4 KIDS ENTERTAINMENT INC NY X X 06/30/04 ACCELRYS, INC. DE X X 07/29/04 ACCESS WORLDWIDE COMMUNICATIONS INC DE X 08/09/04 ACME COMMUNICATIONS INC DE X 08/09/04 ADZONE RESEARCH INC DE X X 08/04/04 AMEND AFFIRMATIVE INSURANCE HOLDINGS INC DE X X X 08/09/04 AGL RESOURCES INC GA X 08/09/04 ALBANY MOLECULAR RESEARCH INC DE X 08/06/04 AMEDISYS INC DE X X 08/03/04 AMERIANA BANCORP IN X X 08/06/04 AMERICAN BIO MEDICA CORP NY X X 07/29/04 AMERICAN VANGUARD CORP DE X X 08/05/04 AMERICREDIT CORP TX X X 08/09/04 ANALEX CORP NY X 08/09/04 AMEND ANDRX CORP /DE/ DE X X 08/09/04 ANGELO & MAXIES INC DE X X 08/09/04 ASSET BACKED FUNDING CORP DE X X 08/06/04 ASSOCIATED MATERIALS INC DE X X 08/09/04 ASSOCIATED MATERIALS INC DE X X 08/09/04 ASTRATA GROUP INC NV X X X X 08/02/04 ASYST TECHNOLOGIES INC /CA/ CA X 08/04/04 ATLANTIC REALTY TRUST CA X X 08/09/04 AMEND AUTO Q INTERNATIONAL INC DE X 08/04/04 AVERY DENNISON CORPORATION DE X X 08/05/04 B2B INTERNET HOLDRSSM TRUST NY X X 06/30/04 BEHRINGER HARVARD SHORT TERM OPPORTUN TX X X 08/09/04 BELDEN CDT INC. DE X X 07/15/04 AMEND BENIHANA INC DE X 08/09/04 BERKSHIRE HATHAWAY INC DE X X 08/06/04 BERKSHIRE HATHAWAY INC DE X 07/29/04 BERRY PETROLEUM CO DE X X 08/09/04 BIDVILLE INC NV X X 08/03/04 BIOANALYTICAL SYSTEMS INC IN X X 07/14/04 AMEND BIOTECH HOLDRS TRUST X X 06/30/04 BLACK HILLS CORP /SD/ SD X 08/09/04 BLACK WARRIOR WIRELINE CORP DE X 08/04/04 BMC INDUSTRIES INC/MN/ MN X X 07/21/04 BMC INDUSTRIES INC/MN/ MN X X 08/06/04 AMEND BMC SOFTWARE INC DE X X 08/09/04 BNP RESIDENTIAL PROPERTIES INC MD X X 08/05/04 BNP RESIDENTIAL PROPERTIES INC MD X X 08/05/04 BRITESMILE INC UT X X 08/09/04 BROADBAND HOLDRS TRUST X 06/30/04 BROADVISION INC DE X X 08/09/04 BUILDING MATERIALS HOLDING CORP DE X 08/09/04 CALIFORNIA COASTAL COMMUNITIES INC DE X X 08/05/04 CALLON PETROLEUM CO DE X X X 08/09/04 CAPITAL HILL GOLD INC FL X X 08/04/04 CAPITAL ONE AUTO RECEIVABLES LLC DE X X 07/27/04 CAPTIVA SOFTWARE CORP DE X 08/03/04 CENTERPOINT PROPERTIES TRUST MD X X 08/02/04 CHARTER COMMUNICATIONS INC /MO/ DE X X 08/09/04 CHECKFREE CORP \GA\ DE X 08/09/04 CHINA NETTV HOLDINGS INC NV X 08/06/04 CHIPPAC INC CA X X 08/06/04 CHRONIMED INC MN X X 08/09/04 CHRONIMED INC MN X X 08/09/04 CHURCH & DWIGHT CO INC /DE/ DE X X 08/09/04 CITADEL SECURITY SOFTWARE INC DE X 08/05/04 CLAYTON WILLIAMS ENERGY INC /DE DE X X 08/09/04 CNET NETWORKS INC DE X X X X 08/02/04 CNL INCOME FUND II LTD FL X X 08/09/04 CNL INCOME FUND III LTD FL X X 08/09/04 CNL INCOME FUND IV LTD FL X X 08/09/04 CNL INCOME FUND IX LTD FL X X 08/09/04 CNL INCOME FUND LTD FL X X 08/09/04 CNL INCOME FUND V LTD FL X X 08/09/04 CNL INCOME FUND VI LTD FL X X 08/09/04 CNL INCOME FUND VII LTD FL X X 08/09/04 CNL INCOME FUND VIII LTD FL X X 08/09/04 CNL INCOME FUND X LTD FL X X 08/09/04 CNL INCOME FUND XI LTD FL X X 08/09/04 CNL INCOME FUND XII LTD FL X X 08/09/04 CNL INCOME FUND XIII LTD FL X X 08/09/04 CNL INCOME FUND XIV LTD FL X X 08/09/04 CNL INCOME FUND XV LTD FL X X 08/09/04 CNL INCOME FUND XVI LTD FL X X 08/09/04 CNL INCOME FUND XVII LTD FL X X 08/09/04 CNL INCOME FUND XVIII LTD FL X X 08/09/04 CNL RESTAURANT PROPERTIES INC MD X X 08/09/04 COMMERCE ENERGY GROUP INC DE X X 08/06/04 COMMERCE ONE INC / DE/ DE X X 08/09/04 COMPUTER PROGRAMS & SYSTEMS INC DE X X 08/09/04 CONOLOG CORP DE X X 08/05/04 CONSECO INC DE X X 08/09/04 CONSOLIDATED GRAPHICS INC /TX/ TX X X 08/06/04 CONSTAR INTERNATIONAL INC DE X X 08/09/04 CONVERA CORP DE X 08/06/04 CORPFIN COM INC /DE/ DE X X 08/06/04 COVANSYS CORP MI X 08/05/04 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 08/09/04 CRESCENT BANKING CO GA X X 08/06/04 CROWN HOLDINGS INC PA X X X 08/06/04 CROWN MEDIA HOLDINGS INC DE X X 08/09/04 CSFB MORT SEC CORP MORT BACKED PASS T DE X 08/09/04 CSX TRANSPORTATION INC VA X X 08/06/04 CUBIST PHARMACEUTICALS INC DE X X 08/05/04 CWABS INC ASSET BACKED CERTIFICATES S DE X X X 06/28/04 CWMBS INC DE X X 05/27/04 CWMBS INC DE X X 05/27/04 CYPRESS BIOSCIENCE INC DE X 08/09/04 D&E COMMUNICATIONS INC PA X X 08/06/04 DEB SHOPS INC PA X X 08/05/04 DEERE & CO DE X 08/09/04 DEVON ENERGY CORP/DE DE X 08/09/04 DIGIRAD CORP DE X X 08/09/04 DIGITAL GENERATION SYSTEMS INC DE X X 08/05/04 DOVER INVESTMENTS CORP DE X 06/30/04 DUCOMMUN INC /DE/ DE X 08/09/04 EACO CORP FL X 08/09/04 EASY GARDENER PRODUCTS LTD X 08/09/04 ECP VENTURES INC X 08/06/04 EDUCATION LENDING GROUP INC DE X X 08/09/04 EGAMES INC PA X X 08/09/04 ELITE PHARMACEUTICALS INC /DE/ DE X X 08/06/04 ELOYALTY CORP DE X X 08/09/04 EMAGIN CORP DE X X 08/05/04 EMAGIN CORP DE X X 08/05/04 EMISPHERE TECHNOLOGIES INC DE X 08/04/04 EMPIRE RESOURCES INC /NEW/ DE X X 08/09/04 EMPS CORP NV X X 05/26/04 AMEND ENDO PHARMACEUTICALS HOLDINGS INC DE X X 08/09/04 ENDO PHARMACEUTICALS HOLDINGS INC DE X 08/09/04 ENGLOBAL CORP NV X X 08/05/04 EQUITY INNS INC TN X X 08/09/04 EUROPE 2001 HOLDRS TRUST NY X X 06/30/04 EVERLAST WORLDWIDE INC DE X X 08/06/04 EXPERIENTIAL AGENCY INC NV X X 08/01/04 EXPLORATION CO OF DELAWARE INC DE X 06/30/04 FEDERAL AGRICULTURAL MORTGAGE CORP X X 08/09/04 FIRST CHESAPEAKE FINANCIAL CORP VA X 07/27/04 FIRST DEFIANCE FINANCIAL CORP OH X X 08/04/04 FIRST HARTFORD CORP ME X 08/09/04 FISHER COMMUNICATIONS INC WA X 08/09/04 FISHER SCIENTIFIC INTERNATIONAL INC DE X X 08/09/04 FLORIDA EAST COAST INDUSTRIES INC FL X 08/09/04 FLORIDA EAST COAST INDUSTRIES INC FL X X 08/09/04 FUN CITY POPCORN INC NV X 08/06/04 G REIT INC VA X X 05/26/04 AMEND GEVITY HR INC FL X 08/09/04 GMACM Mortgage Pass-Through Certifica DE X X 08/09/04 GRAY TELEVISION INC GA X X 08/06/04 GS MORTGAGE SECURITIES CORP DE X X 08/06/04 GS MORTGAGE SECURITIES CORP DE X 08/06/04 GS MORTGAGE SECURITIES CORP DE X 08/05/04 GS MORTGAGE SECURITIES CORP II DE X 07/23/04 GUILFORD PHARMACEUTICALS INC DE X X 08/09/04 HALSEY DRUG CO INC/NEW NY X X 08/09/04 HAMMONS JOHN Q HOTELS INC DE X X 08/09/04 HAMMONS JOHN Q HOTELS LP DE X X 08/09/04 HARTVILLE GROUP INC NV X X 08/09/04 HEALTH DISCOVERY CORP TX X X 07/30/04 HEALTHETECH INC X 08/09/04 HENRY JACK & ASSOCIATES INC DE X 08/09/04 HIENERGY TECHNOLOGIES INC DE X 08/06/04 HOLLIS EDEN PHARMACEUTICALS INC /DE/ DE X X 08/09/04 HORIZON OFFSHORE INC DE X X 08/09/04 HUNTINGTON BANCSHARES INC/MD MD X 08/09/04 HYPERFEED TECHNOLOGIES INC DE X X 08/09/04 IESI CORP DE X X 08/09/04 IGATE CORP PA X X 08/09/04 AMEND IMAX CORP A6 X 08/09/04 INFONET SERVICES CORP X X 08/09/04 INSTEEL INDUSTRIES INC NC X 08/09/04 INTEGRATED CIRCUIT SYSTEMS INC PA X 08/04/04 INTERDIGITAL COMMUNICATIONS CORP PA X X 08/09/04 INTERNATIONAL COMMERCIAL TELEVISION I NV X X 08/05/04 INTERNET ARCHITECTURE HOLDRSSM TRUST NY X 06/30/04 INTERNET HOLDRS TRUST NY X X 06/30/04 INTERNET INFRASTRUCTURE HOLDRSSM TRUS NY X 06/30/04 INTERSIL CORP/DE DE X X 07/29/04 IRVINE SENSORS CORP/DE/ DE X X 08/09/04 ITC DELTACOM INC DE X 08/09/04 IVILLAGE INC DE X X 08/03/04 JAMESON INNS INC GA X X 08/09/04 JOULE INC DE X X 08/09/04 JPS INDUSTRIES INC DE X X 08/05/04 Keycorp Student Loan Trust 2004-A DE X 08/09/04 KIRKLANDS INC X 08/05/04 KNIGHT TRADING GROUP INC DE X X 08/09/04 KYPHON INC DE X 08/05/04 LABARGE INC DE X X 06/27/04 LABONE INC/ MO X 08/05/04 LAREDO INVESTMENT CORP NV X 08/09/04 LEE PHARMACEUTICALS CA X 08/09/04 LEESPORT FINANCIAL CORP PA X X 08/06/04 LIONS GATE ENTERTAINMENT CORP /CN/ X X 08/09/04 LODGIAN INC DE X 08/09/04 LONGPORT INC DE X X 07/26/04 LUMINENT MORTGAGE CAPITAL INC X X 08/09/04 MARCONI CORP PLC X0 X 08/09/04 MARCONI CORP PLC X0 X 08/09/04 MARINER HEALTH CARE INC DE X 08/09/04 MARISA CHRISTINA INC DE X X X 08/09/04 MARKET 2000 PLUS HOLDRS SM TRUST NY X X 06/30/04 MEADOWBROOK INSURANCE GROUP INC MI X X 08/05/04 MEDAREX INC NJ X X 08/09/04 MEDICAL TECHNOLOGY SYSTEMS INC /DE/ DE X X 08/09/04 MEDIS TECHNOLOGIES LTD DE X 08/05/04 MERCER INSURANCE GROUP INC PA X X 08/04/04 AMEND MERCER INTERNATIONAL INC WA X X 08/09/04 METROPCS COMMUNICATIONS INC X X 08/06/04 METROPCS INC X X 08/06/04 METTLER TOLEDO INTERNATIONAL INC/ DE X 08/09/04 MILLENNIUM CHEMICALS INC DE X X X 08/09/04 MIM CORP DE X X 08/09/04 MIM CORP DE X X 08/09/04 MISSISSIPPI CHEMICAL CORP /MS/ MS X X X 08/09/04 MITEK SYSTEMS INC DE X X 08/09/04 MOBILE DESIGN CONCEPTS NV X 08/06/04 MOBILE REACH INTERNATIONAL INC DE X 08/02/04 MODTECH HOLDINGS INC CA X X 08/09/04 MONEYFLOW SYSTEMS INTERNATIONAL INC A0 X 08/06/04 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 08/06/04 MQ ASSOCIATES INC X X X 08/09/04 MSC INDUSTRIAL DIRECT CO INC NY X X 08/02/04 NATIONAL BANK OF INDIANAPOLIS CORP IN X X 05/19/04 NATIONAL DENTEX CORP /MA/ MA X 07/29/04 NATIONAL HEALTHCARE CORP DE X 06/30/04 NDCHEALTH CORP DE X X 08/09/04 NESCO INDUSTRIES INC NV X X 05/25/04 AMEND NEW MEDIUM ENTERPRISES INC NV X X 08/08/04 NewMarket Technology Inc NV X X X 08/03/04 NEXMED INC NV X X 08/09/04 NICOR INC IL X X 08/09/04 NORFOLK SOUTHERN RAILWAY CO /VA/ VA X X 08/06/04 NORTH EUROPEAN OIL ROYALTY TRUST DE X X 07/31/04 NPS PHARMACEUTICALS INC DE X X 08/09/04 NUVELO INC DE X 08/09/04 NYMAGIC INC NY X X 08/06/04 OIL SERVICE HOLDRS TRUST NY X 06/30/04 OLYMPIC ENTERTAINMENT GROUP INC /NV/ NV X 06/03/04 AMEND ONYX PHARMACEUTICALS INC DE X 08/09/04 OPPENHEIMER HOLDINGS INC A6 X 01/02/03 AMEND OPTION CARE INC/DE DE X X 08/03/04 ORTHOLOGIC CORP DE X X X 08/09/04 OSCIENT PHARMACEUTICALS CORP MA X X 08/09/04 PACIFIC SUNWEAR OF CALIFORNIA INC CA X 08/09/04 PANAVISION INC DE X X 08/09/04 PARK PLACE SECURITIES INC ASSET-BACKE DE X 08/06/04 PARLUX FRAGRANCES INC DE X X 08/05/04 PEOPLES COMMUNITY BANCORP INC /MD/ MD X X 08/09/04 PEOPLESWAY COM INC NV X 07/19/04 AMEND PHARMACEUTICAL HOLDRS TRUST X X 06/30/04 PINNACLE WEST CAPITAL CORP AZ X 06/23/04 PLAINS ALL AMERICAN PIPELINE LP DE X X 03/01/04 POMEROY IT SOLUTIONS INC DE X X 07/23/04 PROASSURANCE CORP DE X X 08/09/04 PROCYTE CORP /WA/ WA X X 08/05/04 PROXYMED INC /FT LAUDERDALE/ FL X X X 08/06/04 QUALITY SYSTEMS INC CA X X 08/03/04 RADIANT SYSTEMS INC GA X X 08/05/04 RADIOLOGIX INC DE X X 08/05/04 READING INTERNATIONAL INC NV X X 08/09/04 REALITY INTERACTIVE INC MN X 08/09/04 AMEND REGIONAL BANK HOLDERS SM TRUST NY X 06/30/04 RELM WIRELESS CORP NV X X 08/09/04 RETAIL HOLDRS TRUST NY X 06/30/04 REVLON CONSUMER PRODUCTS CORP DE X 08/09/04 REVLON INC /DE/ DE X 08/09/04 REYNOLDS AMERICAN INC NC X X 07/30/04 RITA MEDICAL SYSTEMS INC DE X X X 07/29/04 ROXIO INC DE X X 08/09/04 RUDOLPH TECHNOLOGIES INC DE X X 08/06/04 RURAL CELLULAR CORP MN X X 08/09/04 RUSS BERRIE & CO INC NJ X X 08/09/04 SAGEMARK COMPANIES LTD NY X X 08/09/04 SALIX PHARMACEUTICALS LTD X X 08/09/04 SAVVIS COMMUNICATIONS CORP DE X 08/06/04 SCANSOFT INC DE X X 08/09/04 SCHICK TECHNOLOGIES INC DE X X 08/09/04 SCOTTISH RE GROUP LTD E9 X X 08/05/04 SCOTTS COMPANY OH X X 08/09/04 SECOND STAGE VENTURES INC NV X 07/23/04 SEITEL INC DE X X 08/03/04 SEMICONDUCTOR HOLDRS TRUST NY X X 06/30/04 SFBC INTERNATIONAL INC DE X 08/03/04 SHARPS COMPLIANCE CORP DE X X 08/09/04 SHELLS SEAFOOD RESTAURANTS INC DE X X 08/04/04 SILICON IMAGE INC DE X 08/04/04 SIX FLAGS INC DE X X 08/09/04 SL GREEN REALTY CORP MD X X 06/17/04 SMITH & WOLLENSKY RESTAURANT GROUP IN DE X X 08/05/04 SMTEK INTERNATIONAL INC DE X 08/09/04 SOFTWARE HOLDRS TRUST NY X 06/30/04 SOLA INTERNATIONAL INC DE X 08/09/04 SOTHEBYS HOLDINGS INC MI X X 08/09/04 SOUTHERN STAR CENTRAL CORP DE X 08/09/04 SPARTAN STORES INC MI X X 08/06/04 SPATIALIZER AUDIO LABORATORIES INC DE X 08/09/04 SRI SURGICAL EXPRESS INC FL X 08/09/04 STANADYNE AUTOMOTIVE CORP DE X X 08/06/04 STONE ENERGY CORP DE X X X 08/09/04 Structured Asset Mortgage Investments DE X X 08/09/04 SUNBURST ACQUISITIONS IV INC CO X X X X 05/25/04 AMEND SUREWEST COMMUNICATIONS CA X X 08/09/04 SVC FINANCIAL SERVICES INC CO X X 08/06/04 SYMANTEC CORP DE X X 08/09/04 SYNOPSYS INC DE X 08/02/04 TAIWAN FUND INC DE X 06/01/04 TAPESTRY PHARMACEUTICALS, INC DE X X 08/09/04 TARRAGON CORP NV X X 08/06/04 TECHEDGE INC DE X X 08/09/04 AMEND TECHNOLOGY SOLUTIONS COMPANY DE X X 08/09/04 TECHNOLOGY SOLUTIONS COMPANY DE X X 08/09/04 TEJON RANCH CO DE X X 08/09/04 TELECOM HOLDRS TRUST NY X X 06/30/04 TENET HEALTHCARE CORP NV X 08/06/04 TERRA INDUSTRIES INC MD X X 08/09/04 THOMAS NELSON INC TN X X 08/09/04 TIENS BIOTECH GROUP USA INC X 08/06/04 TULARIK INC DE X 08/06/04 U S PLASTIC LUMBER CORP NV X X 07/23/04 U S RESTAURANT PROPERTIES INC MD X X 08/09/04 UNITED GUARDIAN INC DE X X 08/05/04 UNITED REFINING CO PA X X 08/06/04 UNITEDGLOBALCOM INC DE X X 08/09/04 UNIVERSAL CORP /VA/ VA X X 08/05/04 UTEK CORP X X 08/05/04 UTILITIES HOLDERS SM TRUST NY X X 06/30/04 V I TECHNOLOGIES INC DE X X 08/05/04 VANGUARD HEALTH SYSTEMS INC DE X X 08/08/04 VCAMPUS CORP DE X X 08/09/04 VECTOR GROUP LTD DE X X 08/09/04 VENDINGDATA CORP NV X X 08/09/04 VESTA INSURANCE GROUP INC DE X X 08/09/04 WaMu Mortgage Pass-Through Certificat DE X 07/23/04 WASHINGTON GROUP INTERNATIONAL INC DE X X 08/09/04 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 08/05/04 WEBSTER CITY FEDERAL BANCORP X X 07/23/04 WEIDA COMMUNICATIONS, INC. NJ X 06/09/04 AMEND WELLS FARGO ASSET SECURITIES CORP DE X X 08/06/04 WESCO FINANCIAL CORP CA X 08/06/04 WEST CORP DE X X X 08/03/04 WESTECH CAPITAL CORP DE X X 08/05/04 WESTPOINT STEVENS INC DE X 06/30/04 WHEELING PITTSBURGH CORP /DE/ DE X 08/09/04 WINDSORTECH INC DE X X 05/28/04 AMEND WIRELESS HOLDRS TRUST NY X X 06/30/04 WORLD FUEL SERVICES CORP FL X 04/02/04 AMEND WYNN RESORTS LTD X 08/06/04 XETA TECHNOLOGIES INC OK X X 08/09/04 XL CAPITAL LTD X X 08/09/04 ZAMBA CORP DE X 08/09/04 ZAMBA CORP DE X X 08/06/04