SEC NEWS DIGEST Issue 2004-98 May 20, 2004 ENFORCEMENT PROCEEDINGS COMMISSION DISMISSES APPEAL OF GINA GUZZONE The Commission has dismissed the appeal of Gina M. Guzzone, a former registered representative whose securities licenses had lapsed. Because Guzzone's licenses had been inactive for more than two years, NASD rules require Guzzone to requalify by examination in order to reinstate her licenses. Guzzone sought review of NASD action denying her a waiver of the appropriate qualification examinations. In 2001, Guzzone terminated her employment as a registered representative at a member firm. Guzzone obtained employment with another member firm in 2002, within the two-year window. She then began the process of transferring her securities licenses to the new firm. A few months after Guzzone joined the new firm, however, it closed its Manhattan office and terminated all representatives, including Guzzone, who worked in that office. The new firm was unable to complete the transfer of Guzzone's securities licenses before her termination. In 2003, Guzzone's securities licenses lapsed without their reactivation. Guzzone was subsequently re-hired by the new firm that had previously terminated her. The firm requested, on Guzzone's behalf, that NASD waive the applicable qualification examinations and permit Guzzone to resume her licenses without requalifying by examination. The waiver application required the firm to state that Guzzone had functioned as a registered representative, in good faith, with a member firm during the time that her registration was not reflected in CRD. Guzzone's firm did not make such a representation in its application and NASD denied the waiver request. The Commission concluded that NASD properly denied the waiver request. (Rel. 34-49727; File No. 3-11358) JAMES FARNELL BARRED FROM ASSOCIATION WITH ANY BROKER OR DEALER On May 19, the Commission instituted and simultaneously settled public administrative proceedings against James P. Farnell (J. Farnell), a resident of Florida. Without admitting or denying the Commission's findings, except as to the entry of the injunction which was admitted, J. Farnell consented to the Commission's Order. The Order found that on April 29, 2004, J. Farnell was permanently enjoined from violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Sections 10(b) and 15(a)(1) of the Securities Exchange Act of 1934, and Rule 10b- 5 thereunder, in the district court action Securities and Exchange Commission v. Vector Medical Technologies, Inc., et al., Civil Action Number 03-80858-HURLEY (SDFL). The complaint in the district court action alleged that J. Farnell engaged in a fraudulent, unregistered offering of securities in Vector Medical Technologies, Inc. Based on the injunction entered against him, the Commission ordered that J. Farnell be barred from association with any broker or dealer. (Rel. 34- 49734; File No. 3-11497) STRONG CAPITAL MANAGEMENT AND FOUNDER RICHARD STRONG TO PAY $140 MILLION TO SETTLE SEC FRAUD CHARGES FOR MARKET TIMING ABUSES On May 20, the Commission filed a settled administrative and cease-and- desist proceeding against Strong Capital Management, Inc. (SCM), a registered investment adviser based in Menomonee Falls, Wisconsin, founder and majority owner Richard S. Strong (Strong), age 62 of Brookfield, Wisconsin, SCM's wholly owned subsidiaries Strong Investor Services, Inc. (SIS), a registered transfer agent for the Strong mutual funds, Strong Investments, Inc. (SII), a registered broker-dealer and distributor of the Strong funds, former Chief Compliance Officer Thomas A. Hooker, Jr., age 47 of Brookfield Wisconsin, and Anthony J. D'Amato, age 37 of Elm Grove, Wisconsin, for violating the federal securities laws by allowing market timing of the Strong funds, despite fund prospectus disclosures expressly discouraging market timing and internal procedures that expelled other shareholders from the funds for market timing. The Commission ordered (1) SCM to pay $80 million, consisting of $40 million in disgorgement and $40 million in civil penalties; (2) Strong to pay $60 million, consisting of $30 million in disgorgement and $30 million in penalties; (3) D'Amato to pay $375,000 in disgorgement and a $375,000 civil penalty; and (4) Hooker to pay a $50,000 penalty. Strong, D'Amato and Hooker also consented to a permanent bar from association with any investment adviser or investment company. In addition, Strong consented to a permanent bar from association with any broker, dealer, municipal securities dealer or transfer agent and D'Amato consented to a bar from association with a broker or dealer. SCM, SIS and SII (collectively referred to as the Strong entities) consented to a censure and to undertake certain compliance and mutual fund governance reforms. In the Order, the Commission found that SCM allowed hedge fund manager Edward Stern and his Canary hedge funds (Canary) to market time certain Strong mutual funds in order to generate advisory fees and attract additional business from Stern and his family. From December 2002 to May 2003, Canary engaged in approximately 135 round trip trades in four Strong funds, realizing gross profits of $2.7 million. SCM engaged in fraud by failing to disclose this arrangement to Strong fund shareholders or their Boards of Directors. D'Amato aided and abetted the fraud by negotiating the agreement providing Canary the platform to market time. Additionally, the Commission found SCM lacked adequate controls to prevent the misuse of nonpublic information for the funds traded by Canary when SCM provided Canary with the month-end portfolio holdings for the funds it traded before other shareholders were able to have access to the same information. The Commission also found that SCM and Strong failed to disclose that Strong himself engaged in frequent trading of Strong funds from 1998 to 2003, including one fund he managed, making approximately 660 redemptions inconsistent with the limitations set forth in the fund prospectuses and reaping gross profits of approximately $4.1 million. The Commission further found that Hooker was directed to monitor Strong's trading by his supervisor when he learned of it as early as 2000, but failed to implement compliance measures to monitor or prohibit Strong's frequent trading activity. The Commission's Order finds that (1) SCM and Strong willfully violated Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (Advisers Act); (2) SCM willfully violated Section 204A of the Advisers Act and 34(b) of the Investment Company Act of 1940; (3) D'Amato, SIS and SII willfully aided and abetted SCM's violations of Sections 206(1) and 206(2) of the Advisers Act; (4) Hooker willfully aided and abetted SCM's and Strong's violations of Section 206(2) of the Advisers Act; and requires them to cease and desist from violating these provisions. Strong, SCM, SIS, SII, Hooker and D'Amato consented to the entry of the Commission's Order without admitting or denying the findings. The Commission's investigation and this enforcement action have been coordinated with the Office of the New York Attorney General and the State of Wisconsin Departments of Justice and Financial Institutions. (Rels. 34-49741; IA-2239; IC-26448; File No. 3-11498; Press Rel. 2004- 69) ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS SETTLED WITH JON PIERCE, GARY WINN, AND FOUR COMPANIES On May 20, the Commission settled public administrative and cease-and- desist proceedings against Jon Patrick Pierce, Gary L. Winn, and four companies based in Omaha, Nebraska. Pierce controlled three of the companies, including a registered broker-dealer, Freedom Financial, Inc., and two holding companies, Freedom Track, Inc. and Freedom Financial Group, Inc. Winn was president of the fourth company, Associated Investment Management, Inc. (AIM), formerly registered with the Commission as an investment adviser, and Pierce was the former president of AIM. The Division of Enforcement alleged that the respondents perpetrated two fraudulent schemes, concerning stock offerings to finance development of computer software and an investment advisory program that purportedly guaranteed that clients would not suffer losses. In settling the proceedings, the respondents did not admit or deny the allegations made by the Division of Enforcement. As part of the settlement, the registration of Freedom Financial as a broker-dealer will be revoked and Pierce is barred from association with any broker, dealer, or investment adviser. Freedom Financial will pay a $25,000 civil penalty and Pierce will pay a $50,000 civil penalty. Winn is barred from association with any investment adviser, with the right to reapply for association after two years. AIM was ordered to disgorge $150,000, but payment of all but $26,223 is waived based upon AIM's sworn financial statements. All respondents were ordered to cease and desist from violating provisions of the federal securities laws identified in the settlement order. (Rels. 33-8426; 34-49744; IA-2240; File No. 3-11246) SEC FILES MANIPULATION CASE AGAINST LNB BANCORP, INC., GARY SMITH, THOMAS RYAN, GERALD FALCON AND THOMAS ESCHKE The SEC announced today that it filed in the U.S. District Court for the Northern District of Ohio a civil injunctive action against LNB Bancorp, Inc. (LNB Bancorp) 457 Broadway, Lorain, Ohio, Gary C. Smith (Smith) of Avon Lake, Ohio, Thomas P. Ryan (Ryan) of Vermilion, Ohio, Gerald S. Falcon (Falcon) of Solon, Ohio and Thomas H. Eschke (Eschke) of Elyria, Ohio. The SEC's complaint alleges violations of the anti-fraud provisions of the federal securities laws and seeks an order of permanent injunction and civil penalties. The complaint alleges that from Feb. 11, 2000, through July 16, 2001, LNB Bancorp, Smith, Ryan, Falcon and Eschke perpetrated a market manipulation scheme to artificially increase and stabilize the price of LNB Bancorp common stock on the Nasdaq National Market (Nasdaq). Specifically, on 285 separate days, at or near the close of the trading day, Defendants Ryan, Falcon and Eschke placed purchase orders for 100 or 200 shares of LNB Bancorp common stock during the last half-hour of the trading day for the Lorain National Bank employee benefit plans in an attempt to mark the close of trading in the stock with a purchase order. Of these 285 purchases, Lorain National succeeded in placing the last trade of the day for LNB Bancorp stock on 232 days. This manipulative trading practice is known as "marking the close". Defendant Smith maintained supervisory roles over Ryan, Falcon and Eschke and knew, or was reckless in not knowing of the marking the close scheme and failed to take timely action to stop the scheme. By marking the close, the Defendants artificially supported the price of LNB Bancorp common stock on Nasdaq. As a result, the Defendants fraudulently manipulated the closing price of LNB Bancorp common stock. LNB Bancorp, Smith, Ryan, Falcon and Eschke consented, without admitting or denying the allegations of the complaint, to the entry of a permanent injunction enjoining them from violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and imposing civil penalties in the amounts of $100,000 for LNB Bancorp, $100,000 for Ryan, $50,000 for Smith, $25,000 for Falcon and $10,000 for Eschke. Ryan also agreed to be permanently barred from acting as an officer and a director of a publicly held company. [SEC v. LNB Bancorp, Inc., et al, Civil Action No. 04 CV 0933, ND Ohio](LR-18718) SEC SETTLES FRAUD CHARGES AGAINST DANIEL DYER AND OXBOW CAPITAL PARTNERS, LLC The Commission announced that on May 11 a federal judge in Portland Oregon entered a Final Judgment of Permanent Injunction and Other Relief against Daniel D. Dyer, age 49 and a resident of University Place, Washington, and his wholly owned company, Oxbow Capital Partners, LLC (Oxbow Partners), based in Tacoma, Washington. Without admitting or denying the allegations in the Commission's complaint, Dyer and Oxbow Partners consented to the entry of the Final Judgment, which permanently enjoins them from future violations of the antifraud and securities registration provisions of the federal securities laws. Dyer and Oxbow Partners were also ordered to pay disgorgement of $3.96 million, but payment of all but $50,000 was waived and a civil penalty was not assessed based upon the defendants' financial condition. The Commission's complaint alleged that from November 1998 to August 2000, Dyer and Oxbow Partners aided and abetted a massive Ponzi scheme perpetrated by Capital Consultants, LLC (CCL), formerly an investment adviser in Portland, Oregon. The Commission alleged that Dyer and Oxbow Partners helped CCL conceal from its clients the failure of a $160 million loan made by the former investment adviser. Among other things, Dyer and Oxbow Partners purchased the failed loan and profited from entering into a series of complex transactions with CCL and two borrowers that resulted in new client funds being used to repay clients invested in the failed loan. During the scheme, the defendants knew that CCL made misrepresentations to its clients about Dyer and Oxbow Partners' role in purchasing the failed loan. The Commission's complaint also charged Dyer and Oxbow Partners with fraud in connection with two securities offerings conducted between April 1999 and November 2000: Oxbow Capital 1999 Fund I, LLC (Oxbow Fund I) and Washington Motorcycle Partners, LLC (Washington Partners). The Commission alleged that the defendants failed to disclose to Oxbow Fund I investors that the fund's first investment would be in the failed CCL loan. The defendants also defrauded Oxbow Fund I by purporting to replace the fund's investment in the failed CCL loan with securities that the defendants did not own. In the unregistered Washington Partners offering, the defendants used offering proceeds to enrich themselves and make payments on the failed CCL loan rather than to purchase stock in a motorcycle company as represented to investors. [SEC v. Daniel D. Dyer and Oxbow Capital Partners, LLC, Civil Action No. CV 03-968 KI, D.Or.] (LR-18719) SUMMARY JUDGMENT ORDERED AGAINST GABOR ACS AND DEFAULT JUDGMENT ORDERED AGAINST PENNY KING HOLDINGS, INC. The Commission announced that on May 12 the U.S. District Court for the District of Nevada entered a Final Judgment against Gabor S. Acs and Penny King Holdings, Inc. Between January and May 2002, Acs wrote, edited and approved six false and misleading press releases concerning Quintek Technologies, Inc. (Quintek) and Eknowledge Group, Inc. (Eknowledge) and between at least March and August 2002 he created and maintained two Internet websites containing false statements. The releases and websites contained false and misleading statements concerning, among other things, the financial prospects of Quintek and Eknowledge, a business combination between these two companies, Penny King's assets and Acs' financial experience. Acs and Penny King also failed to disclose payments made by Quintek and Eknowledge in exchange for touting services. At a hearing on May 6 on the SEC's Motion for Summary Judgment against Acs and a Default Judgment against Penny King, the court found that Acs and Penny King violated Section 17(b) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. By order of the court, Acs and Penny King were permanently enjoined and a penny stock bar was entered against Acs. In addition, Acs was ordered to pay disgorgement and prejudgment interest in the amount of $43,962.81 along with a civil penalty in the amount of $600,000. Penny King was ordered to pay a civil penalty of $600,000. [SEC v. Gabor S. Acs and Penny King Holdings, Inc., Civil Action No. CV- N-03-0463-ECR-VPC] (LR-18720) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES The Chicago Board Options Exchange filed a proposed rule change (SR-CBOE- 2004-26) to remove from the Exchange rules references to certain indexes and trading permits. Publication of the proposal is expected in the Federal Register during the week of May 24. (Rel. 34-49723) A proposed rule change (SR-NASD-2004-069) filed by the National Association of Securities Dealers, through its subsidiary, The Nasdaq Stock Market, Inc. to redesignate NASD Rules 4200A and 4350A 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 24. (Rel. 34-49732) A proposed rule change (SR-NASD-2004-034) and Amendment No. 1 thereto filed by the National Association of Securities Dealers to allow NASD members to report certain trades through SuperMontage has become immediately 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 24. (Rel. 34-49733) APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change (SR-CHX-2003-21) and Amendment No. 1 and granted accelerated approval to Amendment No. 2 to the proposal submitted by the Chicago Stock Exchange that revises the rules governing price improvement for orders executed automatically by the CHX's MAXr execution system. Publication of the proposal is expected in the Federal Register during the week of May 24. (Rel. 34- 49736) WITHDRAWALS SOUGHT A notice has been issued giving interested persons until June 11, 2004, to comment on the application of Bentley Pharmaceuticals, Inc. to withdraw its common stock, $.02 par value, from listing and registration on the American Stock Exchange. (Rel. 34-49739) A notice has been issued giving interested persons until June 11, 2004, to comment on the application of Atlas Pipeline Partners, L.P. to withdraw its common units (representing limited partnership interests), from listing and registration on the American Stock Exchange. (Rel. 34- 49740) 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 SPRINT CORP, PO BOX 11315, KANSAS CITY, MO, 64112, 9136243000 - 20,004,186 ($344,472,082.92) Equity, (File 333-115607 - May. 19) (BR. 37) S-4 MERITAGE CORP, 8501 E. PRINCESS DRIVE, STE 290, SCOTTSDALE, AZ, 85255, 4802222444 - 0 ($130,000,000.00) Non-Convertible Debt, (File 333-115610 - May. 19) (BR. 06) S-3 INVITROGEN CORP, 1600 FARADAY AVE, CARLSBAD, CA, 92008, 7606037200 - 0 ($450,000,000.00) Debt Convertible into Equity, (File 333-115611 - May. 19) (BR. 01) S-8 NATUREWELL INC, 7855 IVANHOE AVE, SUITE 322, LA JOLLA, CA, 92037, 858/454-6790 - 10,000,000 ($260,000.00) Equity, (File 333-115612 - May. 19) (BR. 01) SB-2 GENIUS PRODUCTS INC, 740 LOMAS SANTA FE, SUITE 210, SOLANA BEACH, CA, 92075, 8587938840 - 20,782,216 ($35,329,767.20) Equity, (File 333-115613 - May. 19) (BR. 05) S-1 VOLTERRA SEMICONDUCTOR CORP, 42840CHRISTY ST, SUITE 202, FREMONT, CA, 94538, 0 ($50,000,000.00) Equity, (File 333-115614 - May. 19) (BR. 36) S-1 NEWTEK BUSINESS SERVICES INC, 100 QUENTIN ROOSEVELT BLVD., GARDEN CITY, NY, 11530, 5163902260 - 0 ($30,000,000.00) Equity, (File 333-115615 - May. 19) (BR. 07) S-8 SBS BROADCASTING S A, RIETLANDPARK 363, AMSTERDAM, P7, 00000, 01131205191919 - 0 ($73,850,000.00) Other, (File 333-115616 - May. 19) (BR. 37) F-6 CABLE & WIRELESS PUBLIC LIMITED CO, NEW MERCURY HOUSE, 26 RED LION SQUARE, LONDON ENGLAND WC1R, X0, 00000, 7038474835 - 0 ($500,000.00) ADRs/ADSs, (File 333-115617 - May. 19) (BR. 37) SB-2 PROTEC INDUSTRIES INC, 3,125,000 ($25,000,000.00) Equity, (File 333-115618 - May. 19) (BR. 09) S-8 JACK IN THE BOX INC /NEW/, 9330 BALBOA AVE, SAN DIEGO, CA, 92123-1516, 6195712121 - 1,250,000 ($33,412,500.00) Equity, (File 333-115619 - May. 19) (BR. 05) S-8 REALITY WIRELESS NETWORKS INC, 4106 FACTORIA BLVD. SE,, SUITE 214, BELLEVUE, WA, 98006, 4083791716 - 60,000,000 ($558,000.00) Equity, (File 333-115620 - May. 19) (BR. 03) S-8 SPRINT CORP, PO BOX 11315, KANSAS CITY, MO, 64112, 9136243000 - 39,700,000 ($683,634,000.00) Equity, (File 333-115621 - May. 19) (BR. 37) S-8 CONSUMER PORTFOLIO SERVICES INC, 16355 LAGUNA CANYON, IRVINE, CA, 92618, 9497536800 - 3,500,000 ($15,032,500.00) Equity, (File 333-115622 - May. 19) (BR. 07) S-8 PINNACLE BANKSHARES CORP, 622 BROAD ST, ALTAVISTA, VA, 24517, 8043693000 - 0 ($1,837,500.00) Equity, (File 333-115623 - May. 19) (BR. 07) S-3 SYNERGY BRANDS INC, 40 UNDERHILL BLVD, SYOSSET, NY, 11791, 5166821980 - 400,000 ($3.36) Equity, (File 333-115624 - May. 19) (BR. 02) S-8 INTEL CORP, 2200 MISSION COLLEGE BLVD, SANTA CLARA, CA, 95052, 4087658080 - 240,000,000 ($6,448,800,000.00) Equity, (File 333-115625 - May. 19) (BR. 36) S-4 UBIQUITEL OPERATING CO, 6106609510 - 0 ($88,434,000.00) Non-Convertible Debt, (File 333-115626 - May. 19) (BR. 37) S-3 NEUROGEN CORP, 35 NORTHEAST INDUSTRIAL RD, BRANFORD, CT, 06405, 2034888201 - 0 ($131,714,707.00) Equity, (File 333-115627 - May. 19) (BR. 01) S-8 PLAINS EXPLORATION & PRODUCTION CO, 700 MILAM STREET, SUITE 3100, HOUSTON, TX, 77002, 8322396000 - 0 ($96,025,000.00) Equity, (File 333-115628 - May. 19) (BR. 04) S-8 NANOGEN INC, 10398 PACIFIC CENTER COURT, SAN DIEGO, CA, 92121, 858 410 4600 - 0 ($4,311,937.50) Equity, (File 333-115629 - May. 19) (BR. 36) S-8 CINTEL CORP, 7F MSA B/D, 891-43, DAECHI-DONG, KANGNAM-GU, SEOUL, M5, 135-280, 011-822-508-2033 - 4,000,000 ($480,000.00) Equity, (File 333-115630 - May. 19) (BR. 09) F-6 GENE MEDIX PLC, 100,000,000 ($5,000,000.00) ADRs/ADSs, (File 333-115631 - May. 19) (BR. ) S-8 FIRST HEALTH GROUP CORP, 3200 HIGHLAND AVENUE, DOWNERS GROVE, IL, 60515, 6307377900 - 0 ($22,500,000.00) Equity, (File 333-115632 - May. 19) (BR. 01) S-8 ENTERPRISE PRODUCTS PARTNERS L P, 2727 NORTH LOOP WEST, HOUSTON, TX, 77008, 7138806500 - 3,000,000 ($61,320,000.00) Limited Partnership Interests, (File 333-115633 - May. 19) (BR. 04) S-8 ENTERPRISE PRODUCTS PARTNERS L P, 2727 NORTH LOOP WEST, HOUSTON, TX, 77008, 7138806500 - 1,000,000 ($20,440,000.00) Limited Partnership Interests, (File 333-115634 - May. 19) (BR. 04) SB-2 SILVERADO GOLD MINES LTD, 1111 WEST GEORGIA ST, SUITE 505, VANCOUVER BC CANADA, A1, V6E 4M3, 6046891535 - 21,860,000 ($3,108,492.00) Equity, (File 333-115635 - May. 19) (BR. 04) S-3 DERMA SCIENCES INC, 214 CARNEGIE CENTER, SUITE 100, PRINCETON, NJ, 08540, 6095144744 - 2,057,145 ($1,892,573.40) Equity, (File 333-115636 - May. 19) (BR. 01) SB-2 PRO-TECH HOLDINGS LTD., SUITE 323 - 595 HOWE STREET, VANCOUVER, A1, V5A 2A4, 604-682-8468 - 3,600,000 ($180,000.00) Equity, (File 333-115637 - May. 19) (BR. ) S-8 ZIX CORP, 2711 NORTH HASKELL AVENUE, SUITE 2300, LB 36, DALLAS, TX, 75204-2960, 214-370-2000 - 0 ($7,070,000.00) Equity, (File 333-115638 - May. 19) (BR. 03) S-8 ZIX CORP, 2711 NORTH HASKELL AVENUE, SUITE 2300, LB 36, DALLAS, TX, 75204-2960, 214-370-2000 - 0 ($15,732,000.00) Equity, (File 333-115639 - May. 19) (BR. 03) S-11 PRIME GROUP REALTY TRUST, 77 WEST WACKER DR, STE 3900, CHICAGO, IL, 60601, 3129171300 - 12,021,479 ($66,118,134.50) Equity, (File 333-115640 - May. 19) (BR. 08) S-3 CAESARS ENTERTAINMENT INC, 3930 HOWARD HUGHES PKWY, LAS VEGAS, NV, 89109, 7026995093 - 0 ($375,000,000.00) Equity, (File 333-115641 - May. 19) (BR. 08) S-8 3D SYSTEMS CORP, 26081 AVENUE HALL, VALENCIA, CA, 91355, 6612955600 - 0 ($14,412,000.00) Equity, (File 333-115642 - May. 19) (BR. 03) S-8 USCORP, 4535 W. SAHARA AVE, SUITE 204, LAS VEGAS, NV, 89102, 7029334034 - 3,500,000 ($1,435,000.00) Equity, (File 333-115643 - May. 19) (BR. 04) S-4 EPL Intermediate, Inc., 3333 MICHELSON DRIVE, SUITE 550, IRVINE, CA, 92612, 949-399-2085 - 0 ($39,690,435.00) Non-Convertible Debt, (File 333-115644 - May. 19) (BR. ) S-3 CANARGO ENERGY CORP, P.O. BOX 291, ST. PETER PORT, GUERNSEY, C.I., X0, GY1 3RR, 44 1481 729980 - 0 ($150,000,000.00) Other, (File 333-115645 - May. 19) (BR. 04) SB-2 REFOCUS GROUP INC, 10300 NORTH CENTRAL EXPRESSWAY, SUITE 104, DALLAS, TX, 75231, 2143680200 - 0 ($14,369,343.00) Equity, (File 333-115646 - May. 19) (BR. 36) S-8 INFRASOURCE SERVICES INC, 500 WEST DUTTON MILL RD, ASTON, PA, 19014, 6106193000 - 0 ($43,123,309.00) Equity, (File 333-115648 - May. 19) (BR. 06) S-8 NATIONAL COAL CORP, 319 EBENEZER ROAD, KNOXVILLE, TN, 37923, 8657693749 - 6,000,000 ($6,900,000.00) Equity, (File 333-115649 - May. 19) (BR. 04) S-1 LUMERA CORP, 19910 NORTH CREEK PARKWAY, 19910 NORTH CREEK PARKWAY, BOTHELL, WA, 98011-3008, 425-415-6847 - 0 ($38,100,000.00) Equity, (File 333-115650 - May. 19) (BR. ) 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 ------------------------------------------------------------------------------------------------ A21 INC TX X 02/29/04 AMEND ACCERIS COMMUNICATIONS INC FL X 05/17/04 ACE SEC CORP WELLS FARGO FINANCIAL AU DE X X 05/14/04 ACG HOLDINGS INC DE X 05/19/04 ACT TELECONFERENCING INC CO X X 05/17/04 ADC TELECOMMUNICATIONS INC MN X X X 05/19/04 ADVANCE AUTO PARTS INC DE X X 05/19/04 ADVANCED NUTRACEUTICALS INC/TX TX X X X 05/19/04 AEROGEN INC DE X X 05/13/04 AIRGAS INC DE X 02/28/02 AMEND AIRNET SYSTEMS INC OH X X 05/17/04 AMCAST INDUSTRIAL CORP OH X X 05/17/04 AMEDISYS INC DE X X 05/13/04 AMERICAN AIRLINES INC DE X 05/19/04 AMERICAN EXPRESS CO NY X 05/18/04 AMERICAN PHYSICIANS CAPITAL INC MI X X 05/18/04 AMKOR TECHNOLOGY INC DE X 05/17/04 AMR CORP DE X 05/19/04 ARGENT SECURITIES INC ASSET-BACKED PA X X 05/04/04 ARGENT SECURITIES INC ASSET-BACKED PA X X X 05/19/04 ARKANSAS BEST CORP /DE/ DE X X 05/19/04 ASSURANT INC X 05/18/04 ASTA FUNDING INC DE X 05/19/04 ASTORIA FINANCIAL CORP DE X X 05/19/04 ASTORIA FINANCIAL CORP DE X X X 05/19/04 ATLANTIC COAST AIRLINES HOLDINGS INC DE X 05/19/04 ATLANTICWINE AGENCIES INC FL X 05/04/04 ATWOOD OCEANICS INC TX X X 05/19/04 B2B INTERNET HOLDRSSM TRUST NY X 03/31/04 BANC OF AMERICA FUNDING CORP MORT PAS DE X 04/25/04 BANK OF AMERICA MORT SEC INC MORT PAS DE X 04/25/04 BANK OF AMERICA MORT SEC INC MORT PAS DE X 04/25/04 BANK OF AMERICA MORT SEC INC MORT PAS DE X 04/25/04 BANK OF AMERICA MORT SEC INC MORT PAS DE X 04/25/04 BANK OF AMERICA MORT SEC INC MORT PAS DE X 04/25/04 BANK OF AMERICA MORT SEC INC MORT PAS DE X 04/25/04 BANK OF AMERICA MORT SEC INC MORT PAS DE X 04/25/04 BANK OF AMERICA MORT SEC INC MORT PAS DE X 04/25/04 BANK OF AMERICA MORTGAGE SEC INC MOR DE X 04/25/04 BANK OF AMERICA MORTGAGE SEC INC MOR DE X 04/25/04 BANK OF AMERICA MORTGAGE SEC INC MOR DE X 04/25/04 BANK OF AMERICA MORTGAGE SEC INC MORT DE X 04/25/04 BANK OF AMERICA MORTGAGE SEC INC MORT DE X 04/25/04 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DUQUESNE LIGHT HOLDINGS INC PA X 05/19/04 EMCORE CORP NJ X X 05/18/04 AMEND EMPIRE FINANCIAL HOLDING CO FL X X 05/18/04 ENCISION INC CO X 02/05/04 ENDO PHARMACEUTICALS HOLDINGS INC DE X X 05/19/04 ENTERCOM COMMUNICATIONS CORP PA X X 05/13/04 ENTERGY CORP /DE/ DE X X X 05/18/04 ENTRADA NETWORKS INC DE X X 05/18/04 EntreMetrix CORP X X X 03/08/04 AMEND EOP OPERATING LTD PARTNERSHIP DE X X 05/19/04 EQUITY OFFICE PROPERTIES TRUST MD X X 05/19/04 ESTEE LAUDER COMPANIES INC DE X 05/19/04 AMEND EUROPE 2001 HOLDRS TRUST NY X X 03/31/04 FAIRCHILD SEMICONDUCTOR INTERNATIONAL DE X 05/18/04 FALCON FINANCIAL INVESTMENT TRUST MD X X 05/19/04 FAR EAST ENERGY CORP X X 05/19/04 FCCC INC CT X X 05/19/04 FIRST COMMUNITY BANCSHARES INC /NV/ NV X X 05/19/04 FIRST COMMUNITY BANCSHARES INC /NV/ NV X X 05/19/04 FIRST HORIZON ASSET SEC INC MORT PAS DE X 04/25/04 FIRST HORIZON ASSET SEC INC MORT PAS DE X 04/25/04 FIRST HORIZON ASSET SEC INC MORT PAS DE X 04/25/04 FIRST HORIZON ASSET SEC INC MORT PAS DE X 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INC DE X 05/18/04 GENTEK INC DE X 05/19/04 GEOGLOBAL RESOURCES INC DE X 05/19/04 GLOBAL CROSSING LTD X X 05/19/04 GMAC COMMERCIAL MORTGAGE PASS-THR CER DE X X 05/10/04 GOAMERICA INC DE X X 05/18/04 GOODYEAR TIRE & RUBBER CO /OH/ OH X 05/19/04 GRAY TELEVISION INC GA X X 05/17/04 GREAT AMERICAN FINANCIAL RESOURCES IN DE X 05/17/04 GREAT SOUTHERN BANCORP INC DE X 05/18/04 GREATER ATLANTIC FINANCIAL CORP DE X X 07/31/03 GRIC COMMUNICATIONS INC CA X 05/19/04 GS MORT SEC CORP II COMMERCIAL MORT P DE X X 05/10/04 GS MORTGAGE SECURITIES CORP DE X X 05/17/04 GS MORTGAGE SECURITIES CORP DE X 05/17/04 HALLWOOD GROUP INC DE X X X 05/12/04 HANCOCK FABRICS INC DE X 05/02/04 HarborView Mortgage Loan Trust 2004-2 DE X 05/19/04 HEALTH OUTCOMES MANAGEMENT INC MN X 02/18/04 HEALTH OUTCOMES MANAGEMENT INC MN X 05/14/04 HEALTH OUTCOMES MANAGEMENT INC MN X 05/19/04 AMEND HOLLYWOOD MEDIA CORP FL X X 05/17/04 HOT TOPIC INC /CA/ CA X 05/19/04 HUDSON RESPIRATORY CARE INC CA X 05/17/04 HURCO COMPANIES INC IN X 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X X 05/19/04 KEYSTONE CONSOLIDATED INDUSTRIES INC DE X 05/17/04 KNIGHTSBRIDGE FINE WINES INC NV X X X X X X 05/18/04 AMEND LABORATORY CORP OF AMERICA HOLDINGS DE X 05/19/04 LAKES ENTERTAINMENT INC MN X X 05/19/04 LANCER CORP /TX/ TX X X 12/31/03 LEAP WIRELESS INTERNATIONAL INC DE X X 05/17/04 LECROY CORP DE X X 05/17/04 LEHMAN ABS CORP DE X 05/19/04 LIBERTY HOMES INC IN X X 05/19/04 LMI AEROSPACE INC MO X X 05/17/04 LODGENET ENTERTAINMENT CORP DE X 05/19/04 LONGBOW MINING CORP NV X X 05/17/04 AMEND LONGS DRUG STORES CORP MD X 05/19/04 LUCENT TECHNOLOGIES INC DE X 05/17/04 MADISON RIVER CAPITAL LLC DE X X 05/19/04 MAKEMUSIC INC MN X X 05/19/04 MARKET 2000 PLUS HOLDRS SM TRUST NY X X 03/31/04 MARSH & MCLENNAN COMPANIES INC DE X X 05/18/04 MARSH & MCLENNAN COMPANIES INC DE X X X 05/18/04 MARTHA STEWART LIVING OMNIMEDIA INC DE X 05/18/04 MAXCO INC MI X X 05/07/04 AMEND MDU COMMUNICATIONS INTERNATIONAL INC DE X 05/18/04 MEDICIS PHARMACEUTICAL CORP DE X X 05/18/04 MEDICOR LTD DE X X 05/19/04 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X 05/19/04 POSSIS MEDICAL INC MN X X 05/18/04 PRINCIPAL FINANCIAL GROUP INC DE X 05/19/04 PROCTER & GAMBLE CO OH X 05/19/04 QAD INC DE X 05/19/04 QUANTA SERVICES INC DE X X 05/19/04 RAVEN INDUSTRIES INC SD X 05/19/04 RCN CORP /DE/ DE X X 05/18/04 REDHOOK ALE BREWERY INC WA X 05/18/04 REGIONAL BANK HOLDERS SM TRUST NY X X 03/31/04 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 05/19/04 RETAIL HOLDRS TRUST NY X 03/31/04 RIVER HOLDING CORP DE X 05/17/04 ROSS STORES INC DE X X 05/19/04 SAFE ALTERNATIVES CORP OF AMERICA INC FL X 05/19/04 SALIX PHARMACEUTICALS LTD X X 05/19/04 SALIX PHARMACEUTICALS LTD X X 05/19/04 SAN JUAN BASIN ROYALTY TRUST TX X X 05/18/04 SAUCONY INC MA X 05/19/04 SBE INC DE X X 04/30/04 SEMICONDUCTOR HOLDRS TRUST NY X X 03/31/04 SEQUENOM INC DE X X 05/19/04 AMEND SI INTERNATIONAL INC DE X 05/19/04 SIERRA HEALTH SERVICES INC NV X 05/18/04 SIX FLAGS INC DE X X 05/18/04 SKY FINANCIAL GROUP INC OH X 05/19/04 SKYTERRA COMMUNICATIONS INC DE X X 05/19/04 SKYTERRA COMMUNICATIONS INC DE X X 05/19/04 SMITHTOWN BANCORP INC NY X X 05/18/04 SMTC CORP DE X X 05/17/04 SOFTWARE HOLDRS TRUST NY X 03/31/04 SOUTHERN COMMUNITY FINANCIAL CORP NC X 05/13/04 SS&C TECHNOLOGIES INC DE X 04/12/04 AMEND STEWART & STEVENSON SERVICES INC TX X X 05/19/04 STILLWATER MINING CO /DE/ DE X 05/13/04 STRUCTURED ASSET SEC CORP II LB UBS C X 05/17/04 STRUCTURED ASSET SECURITIES CORP II X X 05/17/04 STRUCTURED PRODUCTS CORP CORTS TRUST DE X 05/14/04 STRUCTURED PRODUCTS CORP CORTS TRUST DE X 05/19/04 STURGIS BANCORP INC MI X X 05/17/04 SUN HEALTHCARE GROUP INC DE X 05/19/04 SYLVAN INC NV X X 05/19/04 SYNOPSYS INC DE X 05/19/04 SYNOVIS LIFE TECHNOLOGIES INC MN X X X 05/19/04 TALBOTS INC DE X 05/19/04 TECSCAN INTERNATIONAL INC NV X 05/18/04 TEKNOWLEDGE CORP DE X 03/31/04 TELECOM HOLDRS TRUST NY X 03/31/04 THERMOGENESIS CORP DE X X 05/12/04 TRAMMELL CROW CO DE X X 05/19/04 TRANS LUX CORP DE X X 05/19/04 TRESTLE HOLDINGS INC DE X X 05/19/04 TRIMAS CORP DE X X 05/13/04 TS&B HOLDINGS INC X 05/12/04 TXU ELECTRIC DELIVERY TRANSITION BOND X X 05/19/04 U S PHYSICAL THERAPY INC /NV NV X 05/19/04 UTILITIES HOLDERS SM TRUST NY X 03/31/04 VALEANT PHARMACEUTICALS INTERNATIONAL DE X X 05/19/04 VFINANCE INC DE X 03/31/04 VICON INDUSTRIES INC /NY/ NY X X 03/31/04 VICTORIA INDUSTRIES INC X X 05/17/04 VINEYARD NATIONAL BANCORP CA X X 05/19/04 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 05/17/04 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 05/19/04 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 05/19/04 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 05/19/04 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 05/19/04 WESTELL TECHNOLOGIES INC DE X X 05/18/04 WHIRLPOOL CORP /DE/ DE X X 05/18/04 WILSONS THE LEATHER EXPERTS INC MN X X 05/18/04 AMEND WIRELESS HOLDRS TRUST NY X 03/31/04 WORLD FINANCIAL NETWORK CREDIT CARD M NY X X 05/19/04 XL CAPITAL LTD X X 05/18/04 XSTREAM BEVERAGE GROUP INC NV X X 05/14/04 AXESSTEL INC NV X 05/19/04 EATON VANCE CORP MD X X X 05/19/04