SEC NEWS DIGEST Issue 2003-164 August 26, 2003 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS CLOSED MEETING - TUESDAY, SEPTEMBER 2, 2003 - 2:00 P.M. The subject matter of the closed meeting scheduled for Tuesday, Sept. 2, 2003, will be: Institution and settlement of administrative proceedings of an enforcement nature; Institution and settlement of injunctive actions; Regulatory matter involving enforcement implications; Formal orders of investigation; and Adjudicatory matter. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted, or postponed, please contact the Office of the Secretary at (202) 942-7070. ENFORCEMENT PROCEEDINGS COMMISSION SANCTIONS ROBERT FULLER The Commission has found that Robert M. Fuller caused Vista 2000, Inc. to violate antifraud and reporting provisions of the securities laws. The Commission found that Fuller was a cause of Vista's fraudulent failure to disclose the use of proceeds from an initial public offering, which constituted a material change to information contained in Vista's Form SB-2 Registration Statement. The Commission also found that Fuller caused Vista to make false and misleading statements concerning the IPO proceeds and the independence of Vista's auditors in its 1994 Form 10- KSB. On August 25, the Commission ordered Fuller to cease and desist from committing or causing any violations or future violations of Section 10(b) of the Exchange Act, and Exchange Act Rule 10b-5, and from causing any violations or future violations of Section 13(a) of the Exchange Act, and Exchange Act Rules 13a-1 and 12b-20. (Rels. 33-8273; 34-48406; File No. 3-10576) COMMISSION SANCTIONS BYRON BORGARDT AND ERIC BANHAZL FOR ANTIFRAUD VIOLATIONS On August 25, the Commission found that Byron G. Borgardt and Eric M. Banhazl, formerly officers of Target Income Fund (Fund), caused and committed violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 and Section 34(b) of the Investment Company Act by causing the Fund to file registration statements with the Commission from which material information was omitted. The omitted facts pertained to the Fund's special relationship with Concord Growth Corporation (Concord), a privately held commercial finance company, and to the relationships that two Fund directors had with Concord. The Commission found that the failure to disclose that Concord was the sole provider and servicer to the Fund of the loan participations that made up the Fund's entire investment portfolio was a material omission, as was the failure to disclose two conflicts of interest involving Fund directors. The Commission also found that the failure to disclose that Concord received returns of approximately 30% or more on loans to its borrowers using capital provided to it by the Fund, yet paid the Fund returns of only 10% to 11%, was a material omission. The Commission found that it was in the public interest to order Borgardt and Banhazl to cease and desist from committing or causing any violations or future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 and Section 34(b) of the Investment Company Act. Commissioner Atkins dissented with regard to the materiality of the differing rates of return received by Concord and the Fund, but agreed that a cease-and-desist order was appropriate on the basis of other omissions at issue. (Rels. 33-8274; IC-26169; File No. 3-9730) COMMISSION SANCTIONS PIPER CAPITAL MANAGEMENT, INC., MARIJO GOLDSTEIN, ROBERT NELSON, AMY JOHNSON, AND MOLLY DESTRO On August 26, the Commission found that Piper Capital Management, Inc. (PCM), formerly a registered investment adviser, violated Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, Exchange Act Rule 10b-5, and Section 34(b) of the Investment Company Act of 1940, and aided, abetted, and was a cause of a fund's violation of IC Act Section 13(a)(3). These violations were in connection with disclosures that PCM made regarding the risk associated with investing in a mutual fund that it managed. The Commission found that Marijo A. Goldstein violated Securities Act Section 17(a) and IC Act Section 34(b) in connection with certain of these disclosures. The Commission also found that PCM, Goldstein, Robert H. Nelson, Amy K. Johnson, and Molly J. Destro violated Securities Act Section 17(a), Exchange Act Section 10(b), Exchange Act Rule 10b-5, and IC Act Section 34(b) with respect to pricing of the fund's net asset value. At the fund's inception in 1988, PCM represented the fund to be a conservative portfolio, investing only in short or intermediate term fixed income securities. Beginning in 1991, PCM caused the fund to invest in collateralized mortgage obligations and other complex securities that increased the fund's risk and volatility. However, PCM continued to represent the fund's conservative portfolio. The Commission determined that PCM misrepresented or omitted material facts concerning the risk of investing in the fund, and materially deviated from the fund's stated investment objective, without shareholder consent. The Commission concluded that Goldstein, a fund portfolio co- manager, participated in materially misleading disclosures related to the fund. The Commission also determined that the respondents, for the period of April 4-6, 1994, all knowingly participated in a process intended to alter the fund's net asset value. Among other things, this caused the fund to sell, purchase, and redeem shares at prices that were not based on the fund's current net asset value. The Commission censured the respondents and ordered each of them to cease and desist from violating or causing violations of the federal securities laws. Additionally, the Commission revoked PCM's registration as an investment adviser and assessed civil money penalties against it totaling $2,005,000. (Rels. 33-8276; 34-48409; IC-26167; IA- 2163; File No. 3-9657) ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC. AND ITS FORMER CHAIRMAN AND PRESIDENT, BENGT ODNER, CONSENT TO SETTLE SEC FRAUD CHARGES On June 2, 2003, the U.S. District Court for the District of Columbia entered agreed permanent injunctions against Environmental Solutions Worldwide, Inc. (ESWW) and its former chairman and president, Bengt Odner (Odner). On Aug. 13, 2002, the Securities and Exchange Commission filed a complaint against ESWW and other persons, alleging that they perpetrated a massive stock fraud in the NASDAQ Over-the-Counter securities market. In connection with the scheme, the complaint alleged that ESWW illegally issued 15 million shares of its stock in a sham private offering and "pumped" the price of its stock by materially misrepresented test results of its catalytic converter prototype in press releases and other public statements. The complaint also alleged that in June 2000, Odner, of the United Kingdom, repeated several of the prior misrepresentations of the test results in a promotional interview published in an investment publication and posted on ESWW's Internet website. Without admitting or denying the Commission's allegations, ESWW consented to a final judgment permanently enjoining it from future violations of Sections 5(a) and 5(c) of the Securities Act of 1933 and Sections 10(b), 13(a), 13(b)(2)(a), and 13(b)(5) of the Securities Exchange Act of 1934 ("Exchange Act") and Rules 10b-5, 12b-20, 13a-1, and 13b2-1 thereunder, and Odner consented to a final judgment permanently enjoining him from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Odner was also ordered to pay a $25,000 civil penalty. For more information, see Litigation Release No. 17673A (Aug. 13, 2002). [SEC v. Environmental Solutions Worldwide, Inc. et al., Cause No. 1:02-CV-1575 JDD (D.C.)] (LR-18310) SELF-REGULATORY ORGANIZATIONS APPROVAL OF PROPOSED RULE CHANGES The Commission approved a proposed rule change and Amendment No. 1 thereto, submitted by the Pacific Exchange (SR-PCX-2003-17) relating to the Exchange's rules under the Minor Rule Plan. Publication is expected in the Federal Register during the week of August 25. (Rel. 34-48392) The Commission approved a proposed rule change and Amendment No. 1 thereto, submitted by the New York Stock Exchange (SR-NYSE-2002-64) to amend the interpretation of NYSE Rule 345A. Publication is expected in the Federal Register during the week of August 25. (Rel. 34-48393) 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-1 SIRVA INC, 700 OAKMONT LANE, WESTMONT, IL, 60559, 6304684743 - 0 ($350,000,000.00) Equity, (File 333-108185 - Aug. 25) (BR. 05) SB-2 BENTLEY CAPITAL CORP COM INC, 1150 MARINA VILLAGE PARKWAY, SUITE 103, ALAMEDA, CA, 94501, 5108656412 - 2,986,000 ($2,986,000.00) Equity, (File 333-108186 - Aug. 25) (BR. 02) SB-2 FIRSTBINGO COM, 488 HURON STREET, -, TORONTO, O0, M5R 2R3, (416) 281-3335 - 10,343,094 ($22,269,033.30) Equity, (File 333-108188 - Aug. 25) (BR. 05) S-1 LECG CORP, 2000 POWELL ST, STE 600, EMERYVILLE, CA, 94608, 5106539800 - 0 ($97,750,000.00) Equity, (File 333-108189 - Aug. 25) (BR. 08) SB-2 ELDERWATCH INC, 2881 NORTH PINE ISLAND ROAD, BUILDING 65 SUITE 203, SUNRISE, FL, 22322, 604 913 8355 - 957,000 ($239,250.00) Equity, (File 333-108190 - Aug. 25) (BR. 09) S-8 ROANOKE TECHNOLOGY CORP, 539 BECKER DRIVE, ROANOKE RAPIDS, NC, 27870, 2525379222 - 24,000,000 ($144,000.00) Equity, (File 333-108192 - Aug. 25) (BR. 08) S-8 MACERICH CO, 401 WILSHIRE BLVD, STE 700, SANTA MONICA, CA, 90401, 3103946000 - 0 ($247,151,250.00) Equity, (File 333-108193 - Aug. 25) (BR. 08) S-3 FINANCIAL ASSET SECURITIES CORP, 600 STEAMBOAT ROAD, GREENWICH, CT, 92618, 2036252700 - 1,000,000 ($1,000,000.00) Asset-Backed Securities, (File 333-108195 - Aug. 25) (BR. 05) N-2 CALAMOS CONVERTIBLE OPPORTUNITIES & INCOME FUND, 1111 E WARRENVILLE ROAD, NAPERVILLE, IL, 60653, 8003239943 - 0 ($1,000,000.00) Other, (File 333-108197 - Aug. 25) (BR. 16) S-8 BEMA GOLD CORP /CAN/, 1138 MELVILLE STREET, 18TH FLOOR, VANCOUVER BC CANADA, A1, 00000, 11,200,000 ($23,632,000.00) Equity, (File 333-108198 - Aug. 25) (BR. 04) S-3 INTERSTATE POWER & LIGHT CO, 200 FIRST ST SE, ALLIANT ENERGY TOWER, CEDAR RAPIDS, IA, 52401, 3193984411 - 0 ($100,000,000.00) Non-Convertible Debt, (File 333-108199 - Aug. 25) (BR. 02) S-3 REINSURANCE GROUP OF AMERICA INC, 1370 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MO, 63017-6039, 6367367000 - 0 ($800,000,000.00) Equity, (File 333-108200 - Aug. 25) (BR. 01) F-3 FLAMEL TECHNOLOGIES SA, PARC CLUB DU MOULIN A VENT, 33 AVE DU DOCTEUR GEORGES LEVY, VENISSIEUX CED, I0, 69693, 2126641666 - 0 ($42,040,000.00) ADRs/ADSs, (File 333-108202 - Aug. 25) (BR. 01) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 DATE COMMENT ----------------------------------------------------------------------------------- 1 800 CONTACTS INC DE 08/25/03 ACHIEVEMENT TEC HOLDINGS INC DE X 06/06/03 ACUITY BRANDS INC DE X X 08/22/02 AIRNET COMMUNICATIONS CORP DE X X 08/21/03 ALCIDE CORP DE X 08/25/03 ALLIED WASTE INDUSTRIES INC DE X X 08/25/03 AMERICAN MEDICAL ALERT CORP NY X 08/21/03 AMERICAN VANGUARD CORP DE X 08/22/03 AMERICAN WATER STAR INC NV X X 08/18/03 AMERICREDIT CORP TX X X 08/25/03 APPLIED DATA COMMUNICATIONS INC DE X X 08/15/03 BARNES & NOBLE INC DE X 08/25/03 BARRISTER GLOBAL SERVICES NETWORK INC DE X X 08/22/03 BAY VIEW SECURITIZATION CORP DE X 08/15/03 BAY VIEW SECURITIZATION CORP DE X 08/15/03 BEAR STEARNS ASSET BACKED SECURITIES DE X X 08/25/03 BECTON DICKINSON & CO NJ X X 08/22/03 BENIHANA INC DE X 08/25/03 BMW VEHICLE OWNER TRUST 2001-A DE X 08/25/03 BMW VEHICLE OWNER TRUST 2002-A X 08/25/03 BMW VEHICLE OWNER TRUST 2003-A X 08/25/03 CADIZ INC DE X 08/22/03 CAPITOL REVOLVING HOME EQUITY LOAN TR MD X 08/20/03 CARDIMA INC DE X X 08/25/03 CARRINGTON LABORATORIES INC /TX/ TX X X 08/18/03 CARROLS CORP DE X 08/19/03 CEC ENTERTAINMENT INC KS 06/29/03 CEC ENTERTAINMENT INC KS 03/30/03 CEC ENTERTAINMENT INC KS 06/29/03 CEC ENTERTAINMENT INC KS 06/29/03 CEDAR MOUNTAIN DISTRIBUTORS INC NV X 08/20/03 CELADON GROUP INC DE X 08/21/03 CHAMPIONSHIP AUTO RACING TEAMS INC DE X 08/24/03 CIMA LABS INC DE X X 08/20/03 COACH INDUSTRIES GROUP INC NV X X 08/22/03 COMMONWEALTH EDISON CO IL X X 08/25/03 COMMUNITY BANCSHARES INC /NC/ NC X X 08/22/03 COMMUNITY FIRST BANKSHARES INC DE X 08/20/03 CWMBS INC DE X X 08/25/03 DEVELOPERS DIVERSIFIED REALTY CORP OH X 08/14/03 DEVELOPERS DIVERSIFIED REALTY CORP OH X 08/14/03 DILLARDS INC DE X 08/20/03 DIVERSIFIED CORPORATE RESOURCES INC TX X X 08/19/03 DYCOM INDUSTRIES INC FL X 08/25/03 E DEAL NET INC NV X X 08/25/03 EAGLE FOOD CENTERS INC DE X 08/25/03 EGAMES INC PA X 08/25/03 ELAMEX SA DE CV X X 08/15/03 ELITE FLIGHT SOLUTIONS INC DE X 06/02/03 AMEND ENERGY WEST INC MT X X 08/25/03 ENSCO INTERNATIONAL INC DE X 08/25/03 ENTRADA NETWORKS INC DE X X 07/31/03 EP MEDSYSTEMS INC NJ X 08/22/03 ESS TECHNOLOGY INC CA X X 06/09/03 AMEND EXTEN INDUSTRIES INC DE X X 08/25/03 EXULT INC DE X 06/09/03 AMEND FINANCIAL INDUSTRIES CORP TX X X 08/25/03 FIRST MONTAUK FINANCIAL CORP NJ X 08/22/03 FREEPORT MCMORAN COPPER & GOLD INC DE X 08/25/03 GINSENG FOREST INC X X 06/23/03 AMEND GLOBAL EPOINT INC NV X X X X 08/08/03 GLOBAL PREFERRED HOLDINGS INC DE X 08/20/03 GLOBIX CORP DE 08/22/03 GMAC EDUCATION LOAN FUNDING TRUST I DE X X 08/14/03 GREENVILLE FIRST BANCSHARES INC SC X X 08/22/03 GREENWICH CAPITAL ACCEPTANCE INC DE X 08/25/03 GREENWICH CAPITAL ACCEPTANCE INC DE X 08/25/03 GREENWICH CAPITAL ACCEPTANCE INC DE X 08/25/03 GS MORTGAGE SECURITIES CORP DE X X 08/25/03 GS MORTGAGE SECURITIES CORP DE X X 08/19/03 HAEMONETICS CORP MA X X 08/25/03 HEALTH MANAGEMENT ASSOCIATES INC DE X X 08/25/03 INNOVATIVE MEDICAL SERVICES CA X X 08/22/03 INTERNATIONAL ALUMINUM CORP CA 08/25/03 INTERNATIONAL TRUST & FINANCIAL SYSTE X 06/18/03 INTERTAN INC DE X X 08/18/03 ISCO INTERNATIONAL INC DE X X 08/21/03 K TRON INTERNATIONAL INC NJ X X 08/13/03 AMEND KASPER A S L LTD DE X 08/18/03 KELLER MANUFACTURING CO IN X X 08/25/03 KINGDOM VENTURES INC NV X X 08/24/03 KINGDOM VENTURES INC NV X X 06/24/03 AMEND LAKELAND BANCORP INC NJ X X 08/25/03 LCA VISION INC DE X X 08/25/03 LIGHTSPAN INC DE X X 08/22/03 LITFUNDING CORP NV X X X X X X X X X 02/25/03 AMEND LOTUS PACIFIC INC DE X 07/31/03 MCDATA CORP DE X X X 08/25/03 MEREDITH ENTERPRISES INC DE X X 08/13/03 METALDYNE CORP DE X X 08/22/03 MONMOUTH CAPITAL CORP NJ X 08/14/03 MORT ASSET SEC TRANSACTIONS INC MASTR DE X X 08/25/03 NAVISTAR FINANCIAL RETAIL RECEIVABLES DE X 05/31/03 NAVISTAR INTERNATIONAL CORP DE X 07/31/03 AMEND NEUROBIOLOGICAL TECHNOLOGIES INC /CA/ DE X 08/25/03 NEW VISUAL CORP UT X 08/25/03 NN INC DE X 08/25/03 NORTHWESTERN CORP DE X X 08/22/03 NOVAMED INC NV X X X X 08/08/03 OGE ENERGY CORP OK X X 08/25/03 ORIENTAL FINANCIAL GROUP INC PR X X 07/23/03 OSI SYSTEMS INC CA X 08/20/03 PACIFIC GAS & ELECTRIC CO CA X 08/22/03 PENNSYLVANIA REAL ESTATE INVESTMENT T PA X 08/15/03 AMEND PG&E CORP CA X 08/22/03 PG&E GAS TRANSMISSION NORTHWEST CORP CA X 08/22/03 PHILIP SERVICES CORP/DE DE X X 08/25/03 PINNACLE RESOURCES INC WY X 08/06/03 PITNEY BOWES INC /DE/ DE X X 08/25/03 PLANET POLYMER TECHNOLOGIES INC CA X 08/22/03 PLIANT CORP UT X X 08/24/03 POET HOLDINGS INC DE X X 08/25/03 PROGRESSIVE CORP/OH/ OH X 08/22/03 PROXIM CORP DE X X 08/22/03 RAMPART CAPITAL CORP TX X X 08/22/03 REINSURANCE GROUP OF AMERICA INC MO X X 08/21/03 RESIDENTIAL ACCREDIT LOANS INC DE X X 08/25/03 RESIDENTIAL ASSET MORT PROD GMACM PS DE X X 08/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 08/25/03 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 08/22/03 SANDERSON FARMS INC MS X 08/25/03 SILICON IMAGE INC DE X 08/21/03 SORRENTO NETWORKS CORP NJ X X 08/08/03 AMEND SOUTH FINANCIAL GROUP INC SC X 08/22/03 SOUTHWEST GAS CORP CA X X 08/20/03 SPORTS AUTHORITY INC /DE/ DE X 08/25/03 STAAR SURGICAL COMPANY DE X X 08/22/03 STAGE STORES INC NV X X 08/25/03 STRATASYS INC DE X X 08/22/03 STRUCTURED ASSET SECURITIES CORP DE X 08/21/03 STRUCTURED ASSET SECURITIES CORP DE X X 08/22/03 TRUE HEALTH INC UT X X 08/08/03 UAL CORP /DE/ DE X X 08/25/03 UNIVERSAL DISPLAY CORP \PA\ PA X X 08/25/03 VALUEVISION MEDIA INC MN X 08/20/03 VENUS EXPLORATION INC DE X X 05/20/03 VERITAS SOFTWARE CORP /DE/ DE X X 08/25/03 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 08/25/03 WELLS FARGO ASSET SECURITIES CORP DE X X 08/25/03 WESTERN SIERRA BANCORP CA X X 08/21/03 WET SEAL INC DE X X 08/21/03 WILTEL COMMUNICATIONS GROUP INC NV X X 08/21/03 WINDSWEPT ENVIRONMENTAL GROUP INC DE X 08/19/03 WORTHINGTON INDUSTRIES INC OH X X 08/25/03