SEC NEWS DIGEST Issue 2004-46 March 9, 2004 COMMISSION ANNOUNCEMENTS PAUL ROYE AND LORI RICHARDS TO TESTIFY Paul F. Roye, Director of the Commission's Division of Investment Management, and Lori A. Richards, Director of the Commission's Office of Compliance Inspections and Examinations, will testify before the Senate Committee on Banking, Housing and Urban Affairs on Wednesday, March 10, 2004. Mr. Roye's testimony will concern the Commission's Recent Regulatory Actions to Protect Mutual Fund Investors and Ms. Richards' testimony will concern the Commission's Examinations of Mutual Funds. The hearings will begin at 10:00 a.m. in Room 538 of the Dirksen Senate Office Building. OFFICE OF THE CHIEF ACCOUNTANT AND DIVISION OF CORPORATION FINANCE RELEASE STAFF ACCOUNTING BULLETIN 105 The U.S. Securities and Exchange Commission's Office of the Chief Accountant and the Division of Corporation Finance announced today the release of Staff Accounting Bulletin (SAB) No. 105, "Loan Commitments Accounted for as Derivative Instruments." This SAB provides interpretive guidance that registrants should consider when recognizing certain loan commitments and emphasizes certain disclosure requirements that may be relevant in the context of mortgage banking activities. The statements in SABs are not rules or interpretations of the Commission, nor are they published as bearing the Commission's official approval. They represent interpretations and practices followed by the Division of Corporation Finance and the Office of the Chief Accountant in administering the disclosure requirements of the Federal securities laws. For further information, please contact John James, Greg Cross or Eric Schuppenhauer, in the Office of the Chief Accountant at (202) 942-4400, or Louise Dorsey in the Division of Corporation Finance at (202) 942- 2960. (Press Rel. 2004-28) ENFORCEMENT PROCEEDINGS COMMISSION SUSTAINS PHLX DISCIPLINE OF BEARCAT, INC., SETH DIAMOND AND PETER FINEBERG The Commission sustained disciplinary action by the Philadelphia Stock Exchange against Bearcat, Inc., a member of the Philadelphia Stock Exchange, Seth Diamond, Bearcat's president, and Peter Fineberg, Bearcat's secretary. The PHLX had found that Applicants participated in a scheme effected by Salvatore DiAmbrosio, a stock execution clerk whom Diamond and Fineberg hired to trade stocks for Bearcats. The PHLX found that Applicants' conduct violated Exchange Act Section 10(b) and Rule 10b-5, was inconsistent with just and equitable principles of trade, and was detrimental to the Exchange's interest. The PHLX further found that Applicants improperly permitted DiAmbrosio to have an interest in a Bearcat trading account; failed to supervise DiAmbrosio; and violated reporting and registration requirements. PHLX censured Applicants, imposed a $500,000 joint and several fine, suspended Bearcat from membership for six months, and suspended both Fineberg and Diamond from association for six months. When Applicants retained DiAmbrosio as a trader, DiAmbrosio was employed by another firm as a stock execution clerk. DiAmbrosio's biggest customer was Binary Traders, Inc. As a stock execution clerk for Binary, DiAmbrosio had access to Binary's proposed trades. DiAmbrosio engaged in a fraudulent trading scheme in which he used computer journal entries that reflected offsetting purchases and sales of securities. The journal entries resulted in the customer (usually Binary) buying or selling the stock at an inferior price to Bearcat. The journal entries transferred money from DiAmbrosio's customers to Bearcat and as a result to DiAmbrosio. The Commission concluded that Applicants participated in DiAmbrosio's scheme. When Bearcat hired him, DiAmbrosio had no prior experience as a trader. Nonetheless, Diamond and Fineberg gave DiAmbrosio discretion to trade through a joint Bearcat trading account and to risk substantial amounts of Bearcat's capital. The Applicants split the net profits of DiAmbrosio's trades 50/50 with DiAmbrosio. Applicants did not inform DiAmbrosio's other employer or the PHLX of their arrangement with DiAmbrosio and made substantial efforts to keep their employment of DiAmbrosio a secret. (Rel. 34-49375; File No. 3-11004) COMMISSION INSTITUTES ADMINISTRATIVE PROCEEDINGS AGAINST FORMER GENERAL COUNSEL OF BOSTON INVESTMENT FIRM The Commission announced today that it has instituted public administrative proceedings against Charles B. Spadoni of West Hartford, Connecticut. Spadoni served as vice-president and general counsel of Triumph Capital Group, Inc. (Triumph), a Boston investment firm, during all times relevant to this matter. The Order Instituting Proceedings (Order) alleges that on Oct. 10, 2000, the U.S. Attorney for the District of Connecticut indicted Spadoni and others for their roles in a scheme involving investment of Connecticut state pension fund assets during 1998 by the then-Treasurer of Connecticut (Treasurer). The case was filed in the U.S. District Court for the District of Connecticut, and is entitled U.S. v. Triumph Capital Group, Inc. et al., Criminal No. 3:00CR-217 (EBB). Among other things, the indictment charged that Spadoni and others provided consulting contracts valued at approximately $2 million to two close associates of the Treasurer as consideration for the Treasurer's decision to increase the amount of the State of Connecticut pension fund investment with one of Triumph's private equity funds, Triumph Connecticut II. The indictment also charged Spadoni and one other party with obstruction of justice concerning Spadoni's destruction of documents in and after June 1999 relevant to a grand jury investigation concerning the investment by the State of Connecticut pension fund. The Order also alleges that on July 16, 2003, a jury in the criminal action returned a guilty verdict against Spadoni. The verdict found Spadoni guilty of: (a) one count of racketeering in violation of 18 U.S.C. 1962(c) concerning acts of bribery and obstruction of justice; (b) one count of racketeering conspiracy in violation of 18 U.S.C. 1962(d) concerning acts of bribery and obstruction of justice; (c) one count of theft/bribery concerning programs receiving federal funds in violation of 18 U.S.C. 666(a)(2) and 2; (d) four counts of wire fraud/theft of honest services in violation of 18 U.S.C. 1343, 1436, and 2; and (e) one count of obstruction of justice in violation of 18 U.S.C. 1503. A hearing will be held before an administrative law judge to determine what, if any, remedial action is appropriate and in the public interest pursuant to Section 15(b) of the Securities Exchange Act of 1934 or Section 203(f) of the Investment Advisers Act of 1940. The Commission directed that an administrative law judge shall issue an initial decision in this matter within 210 days from the date of service of the Order Instituting Proceedings. The Commission's civil injunctive action against Spadoni, filed Oct. 10, 2000, is pending. For further information, please see Litigation Release Numbers 18461 (Nov. 17, 2003), 18436 (Oct. 30, 2003), 16834 (Dec. 19, 2000) and 16759 (Oct. 10, 2000); SEC v. Paul J. Silvester et al., USDC for the District of Connecticut, Civil Action No. 3:00 CV 1941 (SRU)); United States v. Triumph Capital Group et al. (United States District Court for the District of Connecticut, Criminal Action No. 3:00 CR 217 (EBB)). (Rel. 34-49377; IA-2220; File No. 3-11424) SEC OBTAINS FINAL JUDGMENT AGAINST MICHAEL BECKER The Commission announced that the Honorable Clarence Cooper of the U.S. District Court for the Northern District of Georgia has entered a final judgment against Michael J. Becker (Becker) of Marietta, Georgia directing payment of disgorgement in the amount of $191,127, along with prejudgment interest thereon in the amount of $33,873, and waiving prejudgment interest in excess of that amount. Becker consented to the entry of the final judgment without admitting or denying the allegations of the Commission's complaint and first amended complaint. In an earlier order of Oct. 11, 2001, Becker, who had served as Vista 2000, Inc.'s (Vista) vice president of finance and administration, was permanently enjoined from further violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission's complaint and first amended complaint alleged a wide- range of securities law violations, including that misstatements were made by Vista in filings with the Commission. The allegations against Becker included that he recorded various transactions at Vista in contravention of generally accepted accounting principles, and engaged in insider trading in Vista securities at a time when Vista's revenues, income, earnings per share, and assets were overstated. [SEC v. Richard P. Smyth, Arnold E. Johns, Jr., Michael J. Becker and Alan T. Davis, Civil Action No. 1:01-CV-1344-CC, ND Ga.] (LR-18612; AAE Rel. 1970) COURT HOLDS MICHAEL ALEXANDER IN CONTEMPT OF ASSET FREEZE ORDER On March 5, U.S. District Judge William H. Alsup in San Francisco held defendant Michael Alexander of Solana Beach, California in contempt of an order freezing his assets. The court found that Alexander had diverted and used funds for gambling in violation of two orders prohibiting such acts. The court ordered Alexander to deposit $33,183 with the clerk of the court by March 12, 2004, or failing that, report to the United States Marshal for incarceration until further order of the court. The Commission filed an action against Alexander and others on Oct. 12, 2003, alleging that the defendants were conducting a fraudulent scheme to raise funds for a purported mortgage lending business that guaranteed a 12% annual rate of return to investors. [SEC v. THE ROSE FUND, ET AL., Case No. 03-4593 WHA (N.D. Cal.)] (LR-18613) COMMISSION SANCTIONS NIKOLAI SAFAVI On March 9, the Commission filed an injunctive action in federal district court against Nikolai Safavi for creating a false Reuters news report and publishing it on the Internet in an attempt to drive down the price of SINA Corporation common stock so that he could cover his previously acquired short position at a profit. The phony Reuters story falsely announced, among other things, that Goldman Sachs had just rated Sina Corporation a "Market Underperform" in a newly released research report. Just prior to Safavi's posting, SINA common stock was trading at $44.55 per share. Within half an hour of the posting, the price of SINA shares had dropped to $43.15 per share. Safavi was able to cover his short position and realize a minimal profit. Without admitting or denying the allegations set forth in the Commission's complaint, Safavi consented to the entry of a final judgment permanently enjoining him from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and imposing a civil penalty of $25,000. [SEC v. Nikolai Safavi, Civil Action No. 04-378-RBW USDC, D.D.C.] (LR-18614) SEC SETTLES WITH FORMER CRITICAL PATH EXECUTIVE CHARGED WITH FINANCIAL FRAUD AND INSIDER TRADING The Commission today announced a settlement with Jonathan A. Beck, a former sales vice president at Critical Path, Inc., a California company that provides email services. The Commission's complaint-filed in August 2002-alleged that Beck fraudulently participated in a scheme to inflate Critical Path's revenue and earnings for fiscal 2000, and then illegally sold 27,348 shares of the company's stock based on non-public information about the fraud and the company's true financial condition. Without admitting or denying the Commission's allegations, Beck consented to the entry of a Final Judgment-entered by the U.S. District Court for the Northern District of California on March 1-that (1) permanently enjoined Beck from violating Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act) and Exchange Act Rule 10b-5 and 13b2-1, and from aiding and abetting violations of Exchange Act Sections 13(b)(2)(A) and 13(b)(2)(B); and (2) ordered Beck to disgorge $586,368 in losses he avoided from transactions in the securities of Critical Path, Inc., together with pre-judgment interest. Based on Beck's sworn representations in his Statement of Financial Condition, and other documents submitted to the Commission, the Court waived payment of all but $26,500 of the disgorgement, waived pre- judgment interest, and did not impose a civil penalty. In a related criminal case-prosecuted by the U.S. Attorney for the Northern District of California-Beck pleaded guilty to insider trading in Critical Path stock. On Jan. 14, 2004, U.S. District Judge Alsup sentenced Beck to three months in prison, and to two years of supervised release. Beck is the fifth former Critical Path executive to have settled fraud charges brought by the Commission. In February 2002 the Commission filed a settled civil injunctive action against Critical Path's former president David A. Thatcher and a former sales vice president, Timothy J. Ganley (Litigation Release No. 17353). The Commission also suspended Thatcher from practicing before the Commission as an accountant (Exchange Act Release No. 45683). In August 2002 the Commission filed a civil injunctive action against William Rinehart (the former head of Critical Path's North and Latin American sales forces), Kevin P. Clark (a former regional vice president of sales at the company), and Beck (Litigation Release No. 17701). Rinehart and Clark settled with the Commission simultaneously with the filing of the complaint. In February 2002 the Commission instituted and settled cease-and-desist proceedings against Critical Path (Exchange Act Release No. 34-45393). [SEC v. William H. Rinehart, Jonathan A. Beck, and Kevin P. Clark, Civil Action No. C-02-4105 (WHA) NDCA] (LR-18615; AAE Rel. 1971) COMMISSION OBTAINS PRELIMINARY INJUNCTION IN $11 MILLION SECURITIES FRAUD IN SAN DIEGO On March 1, the Commission obtained a preliminary injunction in a securities fraud scheme perpetrated by Alfred Louis "Bobby" Vassallo, Jr., 53, of La Jolla, California, and his company, Presto Telecommunications, Inc. (Presto) of San Diego. Presto, which purports to be an international telecommunications company "positioned to become Latin America's Premier Integrated Communications Provider," raised over $11 million from the sale of securities. Also on March 1, the U.S. District Court for the Southern District of California granted the other relief that the Commission sought, including an order freezing Presto's and Vassallo's assets, and the appointment of Thomas Lennon as a permanent receiver over Presto. The Commission's complaint, filed on Jan. 27, 2004, in federal court in San Diego, alleges that the defendants induced more than 800 investors in 42 states to invest in Presto with promises that the company has significant business relationships with AT&T, Sprint, MCI, and Qwest. These four telecommunications companies had purportedly expressed interest in acquiring Presto or in making capital investments in the company. Further, investors were advised that Presto is a "partner" to and has "alliances" with Cisco Systems and Unisys. Finally, investors were told that the U.S. Commerce Department was lobbying Mexican telecommunications regulators on Presto's behalf, and that their funds would be used to build and operate a telecommunications network in Mexico. According to the complaint, these representations were false. Additionally, the complaint alleges that while Vassallo and others have represented that investor funds would be used to pay Presto's business expenses, primarily fiber optics and equipment, in fact only 16% of investor and company funds were used for equipment and fiber, and Vassallo himself has misappropriated at least $1.2 million in investor and company funds for personal expenses. These expenses included jewelry, luxury automobiles, a down payment on an expensive home, mortgage payments, home improvements, political and charitable contributions, and school tuition for his children. The complaint further alleges that Presto failed to disclose to prospective investors that the license its affiliated entity received from the Mexican government in 1998 to operate a commercial telecommunications network in Mexico was, in fact, the subject of revocation proceedings that commenced in 2001. The Court's orders of March 1, preliminarily enjoin Presto and Vassallo from future violations of the registration and antifraud provisions of the federal securities laws, Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Section 10(b) of Securities Exchange Act of 1934 and Rule 10b-5 thereunder. In addition to the preliminary relief granted on March 1, the Commission seeks permanent injunctions, and other relief, including disgorgement and civil penalties against Presto and Vassallo. [SEC v. Presto Telecommunications, Inc. and Alfred Louis Vassallo, Jr. aka Bobby Vassallo, Civil Action No. 04CV00163IEG(POR) SDCA] (LR-18616) INVESTMENT COMPANY ACT RELEASES THE MERGER FUND VL, ET AL. An order has been issued on an application filed by The Merger Fund VL (Fund) and Westchester Capital Management, Inc. (Westchester), granting relief from Sections 9(a), 13(a), 15(a) and 15(b) of the of the Investment Company Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder to permit shares of the Fund or any other existing or future investment company that is designed to fund insurance products and for which Westchester or any of its affiliates may serve as investment manager, investment advisor, sub-advisor, administrator, manager, principal underwriter or sponsor, or any current or future series of the fund or such other investment company to be sold to and held by: (1) separate accounts funding variable annuity and variable life insurance contracts issued by both affiliated and unaffiliated life insurance companies; (2) qualified pension and retirement plans outside of the separate account context; (3) unregistered separate accounts; (4) Westchester and (5) and certain general accounts of life insurance companies. (Rel. IC- 26380 - March 8) HOLDING COMPANY ACT RELEASES EXELON CORPORATION, ET AL. A notice has been issued giving interested persons until March 29 to request a hearing on a proposal by Exelon Corporation (Exelon), Exelon Generation Company, LLC; PECO Energy Company; Commonwealth Edison Company of Indiana; Exelon's nonutility registered holding company subsidiaries Exelon Energy Delivery Company, LLC and Exelon Ventures Company, LLC; and Exelon's nonutility subsidiaries to engage, through April 15, 2007, in a series of financings and activities including issuance of securities, hedging transactions, a money pool agreement, and creation of certain subsidiary companies. (Rel. 35-27808) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF A PROPOSED RULE CHANGES A proposed rule change (SR-CHX-2004-09) and Amendment No. 1 thereto filed by the Chicago Stock Exchange relating to membership dues and fees 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 March 8. (Rel. 34-49357) A proposed rule change (SR-CBOE-2004-14) and Amendment No. 1 thereto filed by the Chicago Board Options Exchange to adopt rules and procedures governing the execution of complex orders involving options and security futures 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 March 8. (Rel. 34-49367) A proposed rule change (SR-NYSE-2004-10) filed by the New York Stock Exchange that establishes a minimum price variation of ten cents for equity securities trading on the NYSE at a price of $100,000 or higher 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 March 8. (Rel. 34-49374) PROPOSED RULE CHANGES The Philadelphia Stock Exchange filed a proposed rule change (SR-Phlx- 2004-18) to make permanent a pilot program relating to the Book Sweep Function of the Exchange's Automated Options Market System. Publication of the proposal is expected in the Federal Register during the week of March 8. (Rel. 34-49365) The American Stock Exchange filed a proposed rule change (SR-Amex-2004- 12) relating to audit committee meeting requirements applicable to registered closed-end management investment companies. Publication of the proposal is expected in the Federal Register during the week of March 8. (Rel. 34-49371) APPROVAL OF PROPOSED RULE CHANGES The Commission approved a proposed rule change (SR-FICC-2003-08) filed by the Fixed Income Clearing Corporation, which allows FICC to add adjustable-rate mortgage pass-through securities (ARMS) to its GCF Repo service. Publication of the order is expected in the Federal Register during the week of March 8. (Rel. 34-49372) The Commission approved a proposed rule change (SR-FICC-2003-09) by the Fixed Income Clearing Corporation to establish a comprehensive standard of care and limitation of liability with respect to FICC's Mortgage- Backed Securities Division participants. Publication of the order is expected in the Federal Register during the week of March 8. (Rel. 34- 49373) 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-4 MEDIANEWS GROUP INC, 1560 BROADWAY, STE 1450, DENVER, CO, 80202, 7132953800 - 150,000,000 ($150,000,000.00) Non-Convertible Debt, (File 333-113365 - Mar. 8) (BR. 05) S-8 AGRONIX INC, 1666 WEST 75TH AVE. - 2ND FL., VANCOUVER, BC., CANADA, A0, V6P 6G2, (604) 714-1606 - 5,000,000 ($925,000.00) Equity, (File 333-113366 - Mar. 8) (BR. 02) S-3 ILINC COMMUNICATIONS INC, 2999 NORTH 44TH STREET, SUITE 650, PHOENIX, AZ, 85018, 6029521200 - 25,137,553 ($23,629,299.00) Equity, (File 333-113380 - Mar. 8) (BR. 03) S-8 COLLEGIATE PACIFIC INC, 13950 SEMLAC, SUITE 200, DALLAS, TX, 75234, 9722438100 - 0 ($4,830,000.00) Equity, (File 333-113381 - Mar. 8) (BR. 02) S-11 GRANITE MORTGAGES 04-2 PLC, 0 ($2,631,180,000.00) Mortgage Backed Securities, (File 333-113382 - Mar. 8) (BR. 05) SB-2 CHILCO RIVER HOLDINGS INC, 1,032,000 ($103,200.00) Equity, (File 333-113383 - Mar. 8) (BR. 09) S-3 BNP RESIDENTIAL PROPERTIES INC, C/O BODDIE NOELL PROPERTIES INC, 3850 ONE FIRST UNION CENTER, CHARLOTTE, NC, 28202, 7049440100 - 2,084,609 ($25,911,690.00) Equity, 0 ($60,000,000.00) Unallocated (Universal) Shelf, (File 333-113384 - Mar. 8) (BR. 08) S-8 UNIPRO FINANCIAL SERVICES INC, 1450 S. DIXIE HIGHWAY, SUITE 200, BOCA RATON, FL, 33432, 5612895175 - 1,000,000 ($1,000,000.00) Equity, (File 333-113385 - Mar. 8) (BR. 07) N-2 LIBERTY ALL STAR EQUITY FUND, FEDERAL RESERVE PLZ, BOSTON, MA, 02210, 6177226000 - 12,673,647 ($128,193,939.41) Equity, (File 333-113386 - Mar. 8) (BR. 18) S-8 BENTLEY PHARMACEUTICALS INC, BENTLEY PARK, 2 HOLLAND WAY, EXETER, NH, 03833, 6036586100 - 1,500,000 ($17,218,515.00) Equity, (File 333-113387 - Mar. 8) (BR. 01) S-8 BENTLEY PHARMACEUTICALS INC, BENTLEY PARK, 2 HOLLAND WAY, EXETER, NH, 03833, 6036586100 - 500,000 ($5,392,410.00) Equity, (File 333-113388 - Mar. 8) (BR. 01) S-3 HARRIS INTERACTIVE INC, 135 CORPORATE WOODS, ROCHESTER, NY, 14623-1457, 7162728400 - 404,166 ($3,463,702.62) Equity, (File 333-113389 - Mar. 8) (BR. 08) S-8 TIMKEN CO, 1835 DUEBER AVE SW, CANTON, OH, 44706-2798, 3304713078 - 350,000 ($7,791,000.00) Equity, (File 333-113390 - Mar. 8) (BR. 06) S-8 TIMKEN CO, 1835 DUEBER AVE SW, CANTON, OH, 44706-2798, 3304713078 - 5,000,000 ($111,300,000.00) Equity, (File 333-113391 - Mar. 8) (BR. 06) S-8 HARRIS INTERACTIVE INC, 135 CORPORATE WOODS, ROCHESTER, NY, 14623-1457, 7162728400 - 1,100,000 ($9,815,000.00) Equity, (File 333-113392 - Mar. 8) (BR. 08) S-1 MORGAN STANLEY SPECTRUM SELECT LP, HARBORSIDE FINANCIAL CENTER PLAZA TWO, JERSEY CITY, NJ, 07311, 2018764647 - 0 ($737,150,000.00) Limited Partnership Interests, (File 333-113393 - Mar. 8) (BR. 08) S-8 TIMKEN CO, 1835 DUEBER AVE SW, CANTON, OH, 44706-2798, 3304713078 - 10,000 ($222,600.00) Equity, (File 333-113394 - Mar. 8) (BR. 06) S-8 CONEXANT SYSTEMS INC, 4000 MACARTHUR BLVD. K10-171, NEWPORT BEACH, CA, 92660-3095, 9494839920 - 250,000 ($1,822,500.00) Equity, (File 333-113395 - Mar. 8) (BR. 36) S-1 MORGAN STANLEY SPECTRUM STRATEGIC LP, HARBORSIDE FINANCIAL CENTER PLAZA TWO, JERSEY CITY, NJ, 07311, 2018764647 - 0 ($177,360,000.00) Limited Partnership Interests, (File 333-113396 - Mar. 8) (BR. 08) S-1 MORGAN STANLEY SPECTRUM TECHNICAL LP, 1221 AVE. OF THE AMERICAS, NEW YORK, NY, 10020, 2127626549 - 0 ($971,600,000.00) Limited Partnership Interests, (File 333-113397 - Mar. 8) (BR. 08) S-1 MORGAN STANLEY SPECTRUM CURRENCY LP, HARBORSIDE FINANCIAL CENTER PLAZA TWO, JERSEY CITY, NJ, 07311, 2018764646 - 0 ($381,250,000.00) Limited Partnership Interests, (File 333-113398 - Mar. 8) (BR. 08) S-8 CONEXANT SYSTEMS INC, 4000 MACARTHUR BLVD. K10-171, NEWPORT BEACH, CA, 92660-3095, 9494839920 - 44,000,000 ($320,760,000.00) Equity, (File 333-113399 - Mar. 8) (BR. 36) SB-2 WIZZARD SOFTWARE CORP /CO, 424 GOLD WAY, PITTSBURGH, PA, 15213, 8014241624 - 2,472,526 ($7,804,943.62) Equity, (File 333-113400 - Mar. 8) (BR. 03) S-8 ANTEON INTERNATIONAL CORP, 3211 JERMANTOWNE ROAD, SUITE 700, FAIRFAX, VA, 22030-2801, (703) 246-0200 - 1,200,000 ($35,664,000.00) Equity, (File 333-113401 - Mar. 8) (BR. 03) SB-2 GENESIS TECHNOLOGY GROUP INC, 777 YAMATO RD, SUITE 130, BOCA RATON, FL, 33431, 5619889880 - 21,850,000 ($6,773,500.00) Equity, (File 333-113402 - Mar. 8) (BR. 08) S-1 TESSERA TECHNOLOGIES INC, 3099 ORCHARD DRIVE, SAN JOSE, CA, 95134, 4088940700 - 4,715,000 ($87,604,700.00) Equity, (File 333-113403 - Mar. 8) (BR. 36) S-4 SERENA SOFTWARE INC, 2755 CAMPUS DRIVE, 3RD FLOOR, SAN MATEO, CA, 94403-2538, 6505226600 - 0 ($119,434,772.00) Equity, (File 333-113405 - Mar. 8) (BR. 03) S-3 VERILINK CORP, 256-327-2001 - 1,968,445 ($9,802,856.00) Equity, (File 333-113406 - Mar. 8) (BR. 37) S-4 NORTH FORK BANCORPORATION INC, 275 BROAD HOLLOW RD, PO BOX 8914, MELVILLE, NY, 11747, 6318441004 - 0 ($856,922,644.71) Equity, (File 333-113407 - Mar. 8) (BR. 07) SB-2 HOME DIRECTOR INC, 2525 COLLIER CANYON ROAD, -, LIVERMORE, CA, 94551, (925) 373 - 0438 - 0 ($23,400,878.93) Equity, (File 333-113408 - Mar. 8) (BR. 37) 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 ------------------------------------------------------------------------------------------------ ACE LTD D0 X X 03/05/04 ACTIVISION INC /NY DE X X 03/08/04 ADDVANTAGE TECHNOLOGIES GROUP INC OK X X 02/12/04 ADVANCED NEUROMODULATION SYSTEMS INC TX X X 03/05/04 AEROFLEX INC DE X X 03/05/04 AIRNET COMMUNICATIONS CORP DE X 03/08/04 AIRSPAN NETWORKS INC WA X X 12/23/03 AMEND ALFACELL CORP DE X 03/08/04 ALION SCIENCE & TECHNOLOGY CORP DE X 03/08/04 ALLIANCE RESOURCE PARTNERS LP DE X X 03/08/04 AMEND AMBIENT CORP /NY DE X X 03/04/04 AMERICAN AXLE & MANUFACTURING HOLDING DE X X 03/08/04 AMERICAN EXPRESS CREDIT ACCOUNT MASTE DE X X 03/01/04 AMERICAN EXPRESS CREDIT ACCOUNT MASTE DE X X 10/23/03 AMERICAS CARMART INC TX X X 03/02/04 AML COMMUNICATIONS INC DE X X 03/08/04 AMSTAR FINANCIAL SERVICES INC FL X 03/05/04 AQUILA INC DE X X 03/08/04 ARCH CHEMICALS INC VA X X 03/08/04 ARCH COAL INC DE X X 03/08/04 ARRAY BIOPHARMA INC DE X X 03/08/04 ASYST CORP X X X 02/20/04 ATLANTIS BUSINESS DEVELOPMENT CORP DE X 03/08/04 AVAILENT FINANCIAL INC DE X X 03/03/04 AVNET INC NY X X 03/05/04 BANC OF AMERICA MORTGAGE SECURITIES I DE X X 03/08/04 BEAR STEARNS ARM TRUST 2002-7 DE X X 02/25/04 BEAR STEARNS ARM TRUST MORTGAGE PASS NY X X 02/25/04 BEAR STEARNS ARM TRUST MORTGAGE PASS X X 02/25/04 BEAR STEARNS ARM TRUST MORTGAGE PASS DE X X 02/25/04 BEAR STEARNS ARM TRUST MORTGAGE PASS NY X X 02/25/04 BEAR STEARNS COMPANIES INC DE X X 02/29/04 BEVERLY ENTERPRISES INC DE X 03/02/04 BRANDAID MARKETING CORP DE X 03/08/04 AMEND BRUNSWICK CORP DE X X 03/08/04 BUCKEYE PARTNERS L P DE X 03/05/04 BUCKLE INC NE X 03/04/04 BULLION RIVER GOLD CORP NV X X X 03/04/04 CACHE INC FL X 03/08/04 CALGON CARBON CORPORATION DE X X 02/18/04 AMEND CELOX LABORATORIES INC MN X X 03/08/04 CHASE FUNDING INC NY X X 02/20/04 CHESAPEAKE UTILITIES CORP DE X X 03/08/04 CHEYENNE RESOURCES INC WY X X X 02/23/04 CIB MARINE BANCSHARES INC WI X 03/08/04 CITIZENS FINANCIAL SERVICES INC PA X 03/08/04 CLAIRES STORES INC DE X X 03/04/04 CMGI INC DE X 03/08/04 COMMERCIAL CAPITAL BANCORP INC NV X X 03/08/04 CONNETICS CORP DE X X 02/09/04 COOPER INDUSTRIES LTD X X 03/08/04 CORIXA CORP DE X X 03/08/04 CORVIS CORP DE X X 03/08/04 COVANTA ENERGY CORP DE X 03/08/04 COWLITZ BANCORPORATION WA X X 03/05/04 CREATIVE BEAUTY SUPPLY INC NJ X X X X 01/28/04 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 03/08/04 CROSS MEDIA MARKETING CORP DE X X 02/20/04 CSFB MORT SEC CORP COMM MORT PAS THR DE X X 03/08/04 CYBEX INTERNATIONAL INC NY X X 03/05/04 DELTA PETROLEUM CORP/CO CO X 03/08/04 DERMA SCIENCES INC PA X X 02/25/04 DESERT MINING INC NV X X 03/06/04 AMEND DIGITAL ANGEL CORP DE X X X 03/03/04 DIGITAL DESCRIPTOR SYSTEMS INC DE X X 03/05/04 EASTERN AMERICAN NATURAL GAS TRUST DE X 12/31/03 EL PASO CORP/DE DE X X 03/08/04 ENDOCARE INC DE X X 02/20/04 ENPRO INDUSTRIES INC NC X X 03/08/04 AMEND EVERGREEN SOLAR INC DE X 03/03/04 EVOLVING SYSTEMS INC DE X 02/23/04 EVOLVING SYSTEMS INC DE X 03/08/04 EXTENDED STAY AMERICA INC DE X X 03/05/04 EXTENDED STAY AMERICA INC DE X X 03/08/04 EZENIA INC DE X X 03/08/04 FIRST DELTAVISION INC NV X 03/01/04 FIRST FINANCIAL BANCORP /CA/ CA X X 03/05/04 FIRSTENERGY CORP OH X X 03/08/04 FRIENDLY ICE CREAM CORP MA X X 03/03/04 GENERAL CHEMICAL INDUSTRIAL PRODUCTS DE X 03/08/04 GENERAL ELECTRIC CO NY X 03/08/04 GENOME THERAPEUTICS CORP MA X 03/05/04 GEO SPECIALTY CHEMICALS INC OH X 03/08/04 GEORGIA GULF CORP /DE/ DE X X 03/08/04 GLADSTONE COMMERCIAL CORP MD X X 12/23/03 AMEND GOLD KIST INC GA X X 03/05/04 GOLDEN SAND ECO-PROTECTION INC FL X X 02/23/04 GOLDEN STATE VINTNERS INC X X 03/08/04 GOTTSCHALKS INC DE X 03/01/04 GREAT LAKES REIT MD X X 03/05/04 GREENPOINT FINANCIAL CORP DE X X 03/08/04 GS MORTGAGE SECURITIES CORP DE X X 03/04/04 GULFMARK OFFSHORE INC DE X 03/08/04 HAIN CELESTIAL GROUP INC DE X X 03/05/04 HALLMARK FINANCIAL SERVICES INC NV X X 03/05/04 HAMPSHIRE GROUP LTD DE X 12/31/03 HEICO CORP FL X 03/01/04 HEMPTOWN CLOTHING INC A1 X X 02/20/04 HERSHA HOSPITALITY TRUST MD X X 03/01/04 IMPERIAL OIL LTD X 03/05/04 INCYTE CORP DE X X 03/05/04 INDEPENDENCE HOLDING CO DE X 12/31/03 INNOVO GROUP INC DE X X 03/05/04 INTEGRA LIFESCIENCES HOLDINGS CORP DE X 03/08/04 INTERMOST CORP UT X X 03/03/04 INVESTMENT TECHNOLOGY GROUP INC DE X 03/08/04 ISLE OF CAPRI CASINOS INC DE X 03/08/04 JANUS CAPITAL GROUP INC DE X 03/05/04 JO-ANN STORES INC OH X 03/08/04 KELLER MANUFACTURING CO IN X X 03/08/04 KMG CHEMICALS INC TX X 03/05/04 LA JOLLA PHARMACEUTICAL CO DE X X 03/05/04 LABARGE INC DE X X 03/08/04 LACLEDE STEEL CO /DE/ DE X X 02/23/04 LANCER CORP /TX/ TX X X X 03/01/04 LASERSIGHT INC /DE DE X X 01/31/04 LCA VISION INC DE X 03/08/04 LEUCADIA NATIONAL CORP NY X X 03/05/04 LIPID SCIENCES INC/ AZ X X 03/08/04 LOEWS CORP DE X X 03/08/04 LONE STAR STEAKHOUSE & SALOON INC DE X X 03/04/04 MAINE & MARITIMES CORP X 03/08/04 MCDATA CORP DE X 03/05/04 MCDONALDS CORP DE X 03/05/04 MERIDIAN HOLDINGS INC CO X X 03/08/04 MONARCH CASINO & RESORT INC NV X 02/20/04 MORTGAGE PASS-THROUGH CERTIFICATES SE DE X X 11/25/03 MS STRUCTURED ASSET CORP CBT SERIES 2 DE X 02/25/04 MS STRUCTURED SATURNS SERIES 2001-4 DE X 03/01/04 MS STRUCTURED SATURNS SERIES 2004-3 DE X 03/08/04 NATIONAL FUEL GAS CO NJ X 03/08/04 NBC ACQUISITION CORP DE X X 03/08/04 NCO GROUP INC PA X X X 03/05/04 NEBRASKA BOOK CO KS X X 03/08/04 NEUROGEN CORP DE X 12/31/03 NISSAN AUTO RECEIVABLES 2004-A OWNER DE X X 02/25/04 NORTH BAY BANCORP/CA CA X X 03/05/04 NORTH FORK BANCORPORATION INC DE X 03/08/04 NUTRA PHARMA CORP CA X 02/20/04 NYMAGIC INC NY X X 03/05/04 OLIN CORP VA X X 02/03/04 OMEGA HEALTHCARE INVESTORS INC MD X X 03/08/04 OPSWARE INC DE X X 02/20/04 ORANCO INC NV X X 03/02/04 ORCHID BIOSCIENCES INC X X 02/27/04 PALMETTO REAL ESTATE TRUST SC X X 03/03/04 PHILLIPS VAN HEUSEN CORP /DE/ DE X X 03/08/04 PMA CAPITAL CORP PA X 03/08/04 PRIMA ENERGY CORP DE X X 03/08/04 PROGRESS SOFTWARE CORP /MA MA X 12/23/03 AMEND R H DONNELLEY CORP DE X 03/08/04 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 03/05/04 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 03/08/04 RURAL CELLULAR CORP MN X X 03/08/04 SEQUOIA MORTGAGE FUNDING CORP MD X X 02/19/04 SEQUOIA MORTGAGE FUNDING CORP MD X X 02/20/04 SEQUOIA MORTGAGE FUNDING CORP MD X X 03/01/04 SEQUOIA RESIDENTIAL FUNDING INC X X 02/20/04 SEQUOIA RESIDENTIAL FUNDING INC X X 02/20/04 SEQUOIA RESIDENTIAL FUNDING INC X X 02/20/04 SEQUOIA RESIDENTIAL FUNDING INC X X 02/20/04 SEQUOIA RESIDENTIAL FUNDING INC X X 02/20/04 SEQUOIA RESIDENTIAL FUNDING INC X X 02/20/04 SEQUOIA RESIDENTIAL FUNDING INC X X 02/20/04 SEQUOIA RESIDENTIAL FUNDING INC X X 02/20/04 SEQUOIA RESIDENTIAL FUNDING INC X X 02/20/04 SEQUOIA RESIDENTIAL FUNDING INC X X 02/20/04 SEQUOIA RESIDENTIAL FUNDING INC X X 02/20/04 SEQUOIA RESIDENTIAL FUNDING INC X X 02/20/04 SEQUOIA RESIDENTIAL FUNDING INC X X 02/20/04 SEQUOIA RESIDENTIAL FUNDING INC X X 02/20/04 SIGMATRON INTERNATIONAL INC DE X X 03/08/04 SMUCKER J M CO OH X X 03/07/04 STARBERRYS CORP NV X 12/15/02 STARBERRYS CORP NV X 02/05/04 STEINWAY MUSICAL INSTRUMENTS INC DE X 03/05/04 STRUCTURED ASSET MORT INV INC BEAR ST DE X X 02/25/04 STRUCTURED ASSET MORT INV INC BEAR ST DE X X 02/25/04 STRUCTURED ASSET MORT INV INC BEAR ST DE X X 02/25/04 STRUCTURED ASSET MORT INV INC BEAR ST DE X X 02/25/04 STRUCTURED ASSET MORT INV MORT PASS T NY X X 02/25/04 STRUCTURED ASSET MORTGAGE INV INC MOR NY X X 02/25/04 SUNBURST ACQUISITIONS III INC CO X X 02/17/04 SYMBIAT INC DE X X 03/05/04 SYNTHETIC TURF CORP OF AMERICA NV X X 01/07/03 AMEND TANOX INC DE X 03/08/04 TEXAS INSTRUMENTS INC DE X 03/08/04 TIMBERLAND CO DE X X 03/03/04 TOREADOR RESOURCES CORP DE X X 03/03/04 AMEND TOWER AUTOMOTIVE INC DE X X 03/08/04 TRANS INDUSTRIES INC DE X X 03/04/04 TURINCO INC NV X X 03/02/04 U S LIQUIDS INC DE X X 03/04/04 VION PHARMACEUTICALS INC DE X X 03/08/04 VISTA MEDICAL TECHNOLOGIES INC DE X X 03/08/04 WARNACO GROUP INC /DE/ DE X 03/08/04 WAVERIDER COMMUNICATIONS INC NV X 03/08/04 WESTAFF INC DE X X 03/05/04 WILSHIRE FINANCIAL SERVICES GROUP INC DE X X 03/05/04 WINN DIXIE STORES INC FL X 03/08/04 WORKSTREAM INC X X 03/08/04 WORLD HEALTH ALTERNATIVES INC FL X X 12/22/03 AMEND XO COMMUNICATIONS INC DE X X 03/08/04