SEC NEWS DIGEST Issue 2003-183 September 25, 2003 COMMISSION ANNOUNCEMENTS CHAIRMAN DONALDSON TO TESTIFY Chairman William H. Donaldson will testify before the Senate Committee on Banking, Housing and Urban Affairs on Tuesday, September 30, concerning Recent Commission Activity to Enhance Investor Protections. The hearing will begin at 10:00 a.m. in Room 538 of the Dirksen Senate Office Building. ENFORCEMENT PROCEEDINGS SEC INSTITUTES SETTLED ADMINISTRATIVE PROCEEDING AGAINST CHARLES BAYNE On September 24, the Commission filed a settled administrative proceeding against Charles Bayne a/k/a Charles Taylor (Bayne), an individual residing in Glendale, California. Bayne was the President and Chief Executive Officer and a 50% owner of Pre-IPO Financial Group, LLC (Pre-IPO), a Nevada limited liability company located in Los Angeles, California, from February 2000 through March 2002. The Commission found that Bayne, acting with and through Pre-IPO and its sales agents, engaged in the unregistered offer and sale of $4.6 million of the stock of two companies, IntellectExchange.com, Inc. (Intellect Exchange) and Medical Online, Inc. (Medical Online). The Commission also found that Bayne purchased shares from Intellect Exchange and Medical Online for Pre-IPO's own account and sold those same shares to Pre-IPO's clients at a price higher than what Pre-IPO had paid for the shares, thus acting as an unlicensed broker-dealer. In addition, the Commission found that Bayne made material misrepresentations to prospective investors concerning the likelihood that Intellect Exchange would be acquired or would conduct an initial public offering, and the expected value of such an acquisition or initial public offering. Without admitting or denying the Commission's findings, Bayne consented to the entry of an order barring him from association with any broker or dealer. (Rel. 34-48535; File No. 3-11266) FORMER CFO OF NVIDIA CORPORATION, CHRISTINE HOBERG, SUSPENDED FROM APPEARING OR PRACTICING BEFORE THE SEC FOR HER ROLE IN FINANCIAL FRAUD On September 24, the Commission instituted, and simultaneously settled, an administrative proceeding against Christine B. Hoberg (Hoberg), former CFO of Nvidia Corporation (Nvidia or Company). Without admitting or denying the Commission's allegations, Hoberg consented to the entry of the Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions (Order), suspending her from appearing or practicing before the Commission as an accountant, with a right to request reinstatement after a period of five years. The Order finds that Hoberg, pursuant to a separately filed district court action, was permanently enjoined from violating Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934, and was ordered to pay $494,332.84 in disgorgement of ill-gotten gains, and $75,000 in civil penalties. The Commission's complaint in the separate district court action alleges that Hoberg engaged in actions that resulted in Nvidia filing a materially false financial statement in the Company's Form 10-Q for the quarter ended April 30, 2000. The complaint alleged that Hoberg engaged in improper accounting practices that materially increased Nvidia's gross profit, net income and earnings per share for the quarter in a departure from generally accepted accounting principles. As alleged, these practices included participating in structuring a transaction to conceal Nvidia's obligation to repay certain cost reductions from a supplier in future periods. In addition, the complaint alleged that Hoberg failed to disclose material information regarding Nvidia's books and records to Nvidia's independent auditors. In a related matter, the Commission announced that it had instituted, and simultaneously settled, an administrative proceeding against Nvidia, ordering it to cease and desist from future violations of the books and records and internal control provisions of the Exchange Act. (Rel. 34-48536; AAE Rel. 1869; File No. 3-11267) SEC SUSPENDS FORMER CUTTER & BUCK CFO FROM PRACTICING AS AN ACCOUNTANT BEFORE THE COMMISSION On September 25, the Commission announced that it has instituted, and simultaneously settled, administrative proceedings against Stephen Scott Lowber, the former Chief Financial Officer of Cutter & Buck Inc. (Cutter), an upscale sportswear company based in Seattle, Washington. Lowber consented, without admitting or denying the Commission's findings, to a Commission order suspending him from appearing or practicing before the Commission as an accountant. The proceedings were based on a federal court injunction entered against Lowber, by consent, on Aug. 29, 2003. The Commission's complaint in the federal action had alleged that Lowber, a certified public accountant, engaged in actions that resulted in Cutter filing materially false financial statements for the fiscal years ended April 30, 2000 and April 30, 2001. According to the complaint, Cutter shipped $5.7 million in products to three distributors who had no obligation to pay for the goods unless Cutter found customers for the goods, improperly recognizing revenue in violation of Generally Accepted Accounting Principles (GAAP). According to the complaint, Lowber knew or was reckless in not knowing that the distributors did not have the financial ability to pay for the products. The complaint further alleged that, when the distributors subsequently returned the products to Cutter, Lowber directed Cutter personnel to record the returns in a manner that would conceal them from the company's independent auditors. (Rel. 34-48537; AAE Rel. 1870; File No. 3-11268) SEC INSTITUTES PROCEEDINGS AGAINST THREE CURRENT AND FORMER ERNST & YOUNG AUDITORS FOR ALTERATION AND DESTRUCTION OF WORKING PAPERS On September 25, the Commission instituted two administrative proceedings against three current and former Ernst & Young (E&Y) employees, alleging that the three engaged in unethical and improper professional conduct under Rule 102(e)(1) of the Commission's Rules of Practice. The Commission's orders instituting the proceedings allege that former E&Y audit partner Thomas Trauger, assisted by senior manager Oliver Flanagan and manager Michael Mullen, altered the E&Y working papers for the fiscal year 2000 audit of E&Y client NextCard, Inc. The alterations and deletions were made months after the audit had been completed and the working papers had been signed and archived. NextCard was a publicly-traded, San Francisco-based issuer of credit cards over the Internet. The Orders allege that Trauger directed Flanagan and Mullen to alter the NextCard working papers as well as delete information from them. He also instructed Flanagan to destroy documents inconsistent with the changes he was directing, and Flanagan complied in part. The alterations and deletions made it appear as though E&Y had thoroughly considered all of the appropriate issues and available facts relating to NextCard's allowance for loan losses (allowance) and NextCard's securitization of receivables. The Order further alleges that the alterations and deletions were in response to the October 2001 announcement by NextCard that the Office of the Comptroller of the Currency (OCC) and Federal Deposit Insurance Corporation (FDIC) were requiring NextCard's bank subsidiary, NextBank, to revise certain accounting treatments affecting the allowance and securitizations. After altering the working papers for NextCard's 2000 audit, Trauger, Flanagan, and Mullen provided the altered documents to E&Y's legal department for production in response to a subpoena from the OCC and later subpoenas from the FDIC and SEC. The SEC seeks an order denying Mr. Trauger and Mr. Mullen the privilege of appearing or practicing before the SEC. Simultaneously with the institution of the separate administrative proceedings against him, Flanagan agreed to settle with the SEC. Without admitting or denying the findings of the SEC, Flanagan, who resides in Ireland, consented to an order denying him the privilege of appearing or practicing before the Commission. Pursuant to the order, Flanagan may request that the SEC consider his reinstatement after three (3) years. In separate actions, the U.S. Attorney's Office for the Northern District of California filed criminal charges against. Trauger and Flanagan, accepting a guilty plea from Mr. Flanagan. (Flanagan – Rel. 34-48542; AAE Rel. 1871; File No. 3-11269; Rels. 34- 48543; AAE Rel. 1872; File No. 3-11270; Press Rel. 2003-123) U.S ATTORNEY FILES INSIDER TRADING CRIMINAL CHARGES AGAINST FORMER HIGH-RANKING ATTORNEY AT CAMBRIDGE BIOTECH COMPANY The Commission announced today that on Sept. 9 the U.S. Attorney for the District of Massachusetts filed a one-count Information charging Andrew S. Marks, of Wayland, Massachusetts, with unlawful insider trading in connection with his September 2001 sale of stock in Vertex Pharmaceuticals, Inc., a Cambridge-based biotechnology company. The Information alleges that Marks, who at the time was Vertex's highest-ranking attorney, learned on Sept. 20, 2001, that Vertex planned to announce the suspension of clinical trials of one of its promising drugs on September 24. According to the Information, on September 21, Marks liquidated all of his Vertex stock despite having previously acknowledged in writing that the impending release would not be viewed favorably by Wall Street and that he should not sell his Vertex shares. According to the Information, at the time he traded, Marks was the designated attorney for employees to contact regarding compliance with Vertex's employee securities trading policy. In that capacity, the Information alleges, Marks wrote Vertex's CEO an email on September 20, advising him to make sure that an employee who had requested permission to trade had no knowledge of the impending press release. According to the Information, Marks' email went on to say: . . . I guess I am troubled about any employee trading prior to that release because it is likely to have an effect on the stock (looks like I can't sell any shares) and, depending on the degree of that effect, could create the perception of insider trading. . . . The Information alleges that, on September 21, less than 24 hours after writing this email to the CEO, Marks sold 20,900 shares of Vertex at an average price of $22.81 per share, receiving $476,765. According to the Information, Marks traded in breach of a fiduciary duty not to trade in Vertex's stock while in possession of material, nonpublic information regarding Vertex. As a result of the conduct described in the Information, the U.S. Attorney has charged Marks with violating the antifraud provisions of federal securities laws, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. On Dec. 3, 2002, the Commission filed a complaint against Marks in the U.S. District Court for the District of Massachusetts, alleging that Marks violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Section 17(a) of the Securities Act of 1933 in connection with the same trades that are the subject of the Information. The Commission's complaint seeks injunctive relief, disgorgement, plus prejudgment interest, and civil penalties and seeks an order barring Marks from acting as an officer or director of any publicly-traded company. That litigation is currently pending. [U.S. v. Andrew S. Marks, USDC, District of Massachusetts, No. 03-10297 (DPW)] (LR-18360) SEC FILES SETTLED INSIDER TRADING CASE AGAINST NORTH CAROLINA ATTORNEY On September 24, the Commission filed a settled insider trading case in the U.S. District Court for the Western District of North Carolina against Arthur K. Bartlett, an attorney in Charlotte, North Carolina. The complaint alleges that in April 2003, Bartlett bought stock in LendingTree, Inc., a client of the law firm with which he was then associated, after learning that LendingTree would be acquired by another company. Bartlett settled the charges without admitting or denying the Commission's allegations. The Commission's complaint specifically alleges that on April 23, 2003, Bartlett was told by another attorney at his law firm that the firm was representing LendingTree in connection with a pending transaction in which LendingTree would be acquired by USA Interactive, another public company now known as InterActiveCorp. According to the complaint, the other attorney also asked Bartlett to perform legal research concerning employment law issues relevant to the transaction. The Commission alleges that Bartlett then bought 540 shares of LendingTree common stock at $13 per share. The Commission further alleges that on May 5, 2003, after the acquisition agreement was announced, the price of LendingTree's stock rose by approximately 41%, and Bartlett realized illicit profits of $4,272 by selling his 540 shares that day. The Commission noted that Bartlett's law firm terminated his employment in July 2003. Without admitting or denying the Commission's allegations, Bartlett agreed to the entry of a final judgment that would permanently enjoin him from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, order him to disgorge $4,272 in illicit trading profits (plus $71 in prejudgment interest), and order him to pay a $4,272 civil penalty. The Commission acknowledges the assistance of the NASD in its investigation of this matter. [SEC v. Arthur K. Bartlett,No. 3:03CV463, WDNC] (LR-18361) INVESTMENT COMPANY ACT RELEASES BERGER INSTITUTIONAL PRODUCTS TRUST An order has been issued under Section 8(f) of the Investment Company Act declaring that Berger Institutional Products Trust has ceased to be an investment company. (Rel. IC-26182 - September 24) DEREGISTRATIONS UNDER THE INVESTMENT COMPANY ACT Orders have been issued under Section 8(f) of the Investment Company Act declaring that each of the following has ceased to be an investment company: Credit Suisse Strategic Value Fund, Inc. [File No. 811-7515] (Rel. IC-26183- September 24) PIC Balanced Portfolio [File No. 811-6497] (Rel. IC-26184- September 24) MW Capital Management Funds [File No. 811-10535] (Rel. IC-26185- September 24) DEVCAP Shared Return Fund [File No. 811-9070] (Rel. IC-26186- September 24) Mercury Large Cap Series Funds, Inc. [File No. 811-9697] (Rel. IC-26187- September 24) Khan Funds [File No. 811-7829] (Rel. IC-26188- September 24) United Services Insurance Funds [File No. 811-8766] (Rel. IC-26189- September 24) AFAC Equity, L.P. (formerly 52nd Street Associates, L.P.) [File No. 811-10277] (Rel. IC-26190- September 24) CMG Investors Trust [File No. 811-10615] (Rel. IC-26191- September 24) HOLDING COMPANY ACT RELEASES ALLEGHENY ENERGY INC., ET AL. A notice has been issued giving interested persons until Oct. 17, 2003, to request a hearing on a proposal by Allegheny Energy Inc. (Allegheny), a registered holding company, and Allegheny Energy Supply Company LLC (AE Supply), a registered holding company and public utility subsidiary of Allegheny, for the Commission to release jurisdiction it reserved in a previous order over the authority of AE Supply to issue guarantees and to authorize certain subsidiaries of AE Supply to dividend to AE Supply out of capital up to the full amount of the proceeds of certain asset sales. (Rel. 35-27723) INTERSTATE POWER AND LIGHT COMPANY An order has been issued authorizing Interstate Power and Light Company, a wholly- owned, public-utility subsidiary of Alliant Energy Corporation, a registered holding company, to enter into an amendment of a nuclear fuel lease. (Rel. 35-27724) ENTERGY MISSISSIPPI A supplemental order has been issued authorizing a proposal by Entergy Mississippi (EM), an electric utility subsidiary of Entergy Corporation, a registered holding company. EM requests authority to increase the amount of first mortgage bonds or debentures it may issue through Dec. 31, 2003, from $540 million to $740 million. (Rel. 35-27725) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGES The Pacific Exchange filed a proposed rule change (SR-PCX-2003-36) relating to the composition of its audit committee. Publication of the notice is expected in the Federal Register during the week of September 29. (Rel. 34-48500) The National Association of Securities Dealers, through its subsidiary, The Nasdaq Stock Market, filed a proposed rule change and Amendment Nos. 1 and 2 thereto (SR-NASD- 2003-128) relating to establishing a maximum ECN Access Fee in SuperMontage and elimination of SuperMontage's Price/Time With Fee Consideration and Price/Size Execution Algorithms. Publication of the notice is expected in the Federal Register during the week of September 29. (Rel. 34-48501) The Philadelphia Stock Exchange filed a proposed rule change (SR-Phlx-2003-10) relating to adoption of a policy to permit primary specialist to trade from a remote location. Publication of the notice is expected in the Federal Register during the week of September 29. (Rel. 34-48515) The Pacific Exchange filed a proposed rule change (SR-PCX-2003-31) and Amendment No. 1 thereto under Rule 19b-4 of the Exchange Act to make housekeeping changes to its Options Trading Rules. Publication of the notice is expected in the Federal Register during the week of September 29. (Rel. 34-48522) The Chicago Board Options Exchange filed a proposed rule change (SR-CBOE-2003-34) relating to modifying the Designated Primary Market-Maker membership ownership requirement. Publication of the notice is expected in the Federal Register during the week of September 29. (Rel. 34-48524) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change (SR-CBOE-2003-38) filed by the Chicago Board Options Exchange relating to the firm quote rule has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected in the Federal Register during the week of September 29. (Rel. 34-48525). A proposed rule change (SR-PCX-2003-43) filed by the Pacific Exchange, Inc. relating to the elimination of the posting period for new ETP Holder applicants and to eliminate PCXE Rule 2.3(b) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. . Publication of the notice is expected in the Federal Register during the week of September 29. (Rel. 34-48532) A proposed rule change (SR-PCX-2003-44) filed by the Pacific Exchange relating to the posting period for membership applications has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected in the Federal Register during the week of September 29. (Rel. 34-48533) APPROVAL OF A PROPOSED RULE CHANGES The Commission approved a proposed rule change (SR-NSCC-2003-14) filed by the National Securities Clearing Corporation under Section 19(b)(1) of the Exchange Act. The order modifies NSCC's rules to accommodate the clearance and settlement of trades executed on a system that provides trading anonymity. . Publication of the notice is expected in the Federal Register during the week of September 29. (Rel. 34-48526) The Commission approved a proposed rule change (SR-NASD-2003-85), and issued notice of filing and granted accelerated approval to Amendment Nos. 3, 4, 5, and 7, to the proposed rule change submitted under Rule 19b-4 of the Securities Exchange Act of 1934 by the National Association of Securities Dealers, through its subsidiary, the Nasdaq Stock Market, Inc, relating to a post-trade anonymity feature in SuperMontage. Publication of the notice is expected in the Federal Register during the week of September 29. (Rel. 34-48527) The Commission approved a proposed rule change filed by the American Stock Exchange (SR-Amex-2003-10), relating to its After-Hours Trading Facility under Section 19(b)(2) of the Securities Exchange Act of 1934. (Rel. 34-48528) The Commission approved a proposed rule change (SR-ISE-2003-15) filed by the International Securities Exchange relating to the limitation of liability for the Options Clearing Corporation to Exchange members. (Rel. 34-48530) The Commission approved a proposed rule change (SR-Phlx-2003-43) filed by the Philadelphia Stock Exchange relating to the limitation of liability for the Options Clearing Corporation to Exchange members. (Rel. 34-48531) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission granted accelerated approval to a proposed rule change submitted by the American Stock Exchange relating to eight series of the iShares Trust based on a specified fixed income index (SR-Amex-2003-75). (Rel. 34-48534) 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 QUEST DIAGNOSTICS INC, ONE MALCOLM AVE, TETERBORO, NJ, 07608, 2013935000 - 0 ($1,000,000.00) Unallocated (Universal) Shelf, (File 333-109062 - Sep. 24) (BR. 01) S-4 WORLDSPAN L P, 300 GALLERIA PARKWAY NW, ATLANTA, GA, 30339-3196, 7705637400 - 0 ($280,000,000.00) Equity, (File 333-109064 - Sep. 24) (BR. 03) S-8 HAUPPAUGE DIGITAL INC, 91 CABOT COURT, HAUPPAUGE, NY, 11788, 5164341600 - 500,000 ($1,515,000.00) Equity, (File 333-109065 - Sep. 24) (BR. 03) S-8 GLOBAL DIVERSIFIED ACQUISITION CORP, 17025 E. FIRST AVENUE, SUITE 5, SCOTTSDALE, AZ, 85251, 480-945-2232 - 5,010,000 ($1,999,000.00) Equity, (File 333-109067 - Sep. 24) (BR. 09) S-1 CENTRAL FREIGHT LINES INC/TX, 2547722120 - 0 ($138,000,000.00) Equity, (File 333-109068 - Sep. 24) (BR. 05) S-8 NORFOLK SOUTHERN CORP, THREE COMMERCIAL PL, NORFOLK, VA, 23510-2191, 7576292680 - 0 ($122,400,000.00) Equity, (File 333-109069 - Sep. 24) (BR. 05) S-1 CEL SCI CORP, 8229 BOONE BLVD ., SUITE 802, VIENNA, VA, 22182, 7035069460 - 0 ($11,660,538.00) Equity, (File 333-109070 - Sep. 24) (BR. 01) S-8 CIRCUIT CITY STORES INC, 9950 MAYLAND DR, RICHMOND, VA, 23233, 8045274000 - 0 ($56,491,601.00) Equity, (File 333-109071 - Sep. 24) (BR. 02) S-8 OHANA ENTERPRISES, 268 WEST 400 SOUTH SUITE 300, SALT LAKE CITY, X1, 84101, 801-575-8073 - 0 ($104,000.00) Equity, (File 333-109073 - Sep. 24) (BR. 08) S-8 ALTANA AKTIENGESELLSCHAFT, HERBERT QUANDT HAUS AM PILGERRAIN 15, BAD HOMBURG VD HOHE, GERMANY, M2, D61352, 49617217120 - 0 ($7,028,400.00) ADRs/ADSs, (File 333-109074 - Sep. 24) (BR. 01) S-8 AVENTIS, 67917 STRASBOURG, CEDEX 9, STRASBOURG FRANCE, I0, 00000, 3314768123 - 0 ($272,870,000.00) Equity, (File 333-109076 - Sep. 24) (BR. 01) S-3 CHARTER MUNICIPAL MORTGAGE ACCEPTANCE CO, 625 MADISON AVENUE, NEW YORK, NY, 10022, 2124215333 - 575,705 ($11,116,863.00) Unallocated (Universal) Shelf, (File 333-109078 - Sep. 24) (BR. 08) S-8 VIRGINIA COMMERCE BANCORP INC, 5350 LEE HIGHWAY, ARLINGTON, VA, 22207, 7035340700 - 150,000 ($3,441,000.00) Equity, (File 333-109079 - Sep. 24) (BR. 07) S-4 GROUP 1 AUTOMOTIVE INC, 950 ECHO LANE, STE 100, HOUSTON, TX, 77024, 7134676268 - 0 ($150,000,000.00) Non-Convertible Debt, (File 333-109080 - Sep. 24) (BR. 02) S-3 CORVIS CORP, 7015 ALBERT EINSTEIN DR, COLUMBIA, MD, 21046-9400, 4432594000 - 80,733,936 ($115,449,528.48) Equity, (File 333-109081 - Sep. 24) (BR. 37) S-8 ADVANCED PLANT PHARMACEUTICALS INC, 43 W 33RD STREET, NEW YORK, NY, 10001, 2124027878 - 19,500,000 ($663,000.00) Equity, (File 333-109082 - Sep. 24) (BR. 04) F-6 BRITISH LEAD CO PLC, 10 CORNWALL TERRACE, REGENT PARK, LONDON UK, X0, NW1 4QP, 10,000,000 ($500,000.00) ADRs/ADSs, (File 333-109083 - Sep. 24) (BR. ) S-8 KITTY HAWK INC, P O BOX 612787, 1515 W 20TH ST, DALLAS/FT WORTH INTN, TX, 75261, 9724562200 - 0 ($2,925,000.00) Equity, (File 333-109084 - Sep. 24) (BR. 05) S-8 ADVANCED FIBRE COMMUNICATIONS INC, 1465 N. MCDOWELL BLVD., PETALUMA, CA, 94954, 7077947700 - 2,531,296 ($57,890,739.52) Equity, (File 333-109085 - Sep. 24) (BR. 37) S-3 GARDNER DENVER INC, 1800 GARDNER EXPRESSWAY, P O BOX 528, QUINCY, IL, 62301, 2172225400 - 0 ($150,000,000.00) Unallocated (Universal) Shelf, (File 333-109086 - Sep. 24) (BR. 36) F-6 HYPO RTEAL ESTATE HOLDING AG, HVB AG, ARABELLASTRASSE 12 D 81925 MUNICH, GERMANY, 2M, 00000, 011 49 89 378 0 - 50,000,000 ($2,500,000.00) Equity, (File 333-109088 - Sep. 24) (BR. ) N-2 UTILITY INCOME TRUST, 1625 BROADWAY, SUITE 2200, DENVER, CO, 80202, 3036232577 - 0 ($1,000,000.00) Equity, (File 333-109089 - Sep. 24) (BR. 17) S-8 TRINITY3 CORP, TRINITY3 CORPORATION, 1920 MAIN STREET, SUITE 980, IRVINE, CA, 92614, 9499102383 - 1,040,000 ($10,400.00) Equity, (File 333-109090 - Sep. 24) (BR. 09) S-3 PTEK HOLDINGS INC, 3399 PEACHTREE RD NE, LENOX BLDG STE 400, ATLANTA, GA, 30326, 4042628400 - 0 ($85,000,000.00) Equity, (File 333-109091 - Sep. 24) (BR. 37) S-3 PHOENIX FOOTWEAR GROUP INC, 5759 FLEET STREET, SUITE 220, CARLSBAD, CA, 92008, 760-602-9688 - 699,980 ($4,091,383.10) Equity, (File 333-109092 - Sep. 24) (BR. 02) S-8 ADVANTAGE MARKETING SYSTEMS INC/OK, 2601 NW EXPRWY STE 1210W, OKLAHOMA CITY, OK, 73112, 4058420131 - 0 ($5,660,000.00) Equity, (File 333-109093 - Sep. 24) (BR. 02) S-1 METROPOLITAN HEALTH NETWORKS INC, 500 AUSTRALIAN AVE, SUITE 1000, WEST PALM BEACH, FL, 33496, 5618058500 - 3,381,341 ($1,149,655.94) Debt Convertible into Equity, (File 333-109094 - Sep. 24) (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. 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 ------------------------------------------------------------------------------------------------ ABLEAUCTIONS COM INC FL X X 09/22/03 ADOLOR CORP X X 09/22/03 AEHR TEST SYSTEMS CA X X 09/24/03 AMERICAN INSURED MORTGAGE INVESTORS CA X X 09/19/03 AMERICAN INSURED MORTGAGE INVESTORS L DE X X 09/19/03 AMERICAN INSURED MORTGAGE INVESTORS L DE X X 09/19/03 AMERICAN INSURED MORTGAGE INVESTORS S CA X X 09/19/03 AMERICAN TECHNOLOGY CORP /DE/ DE X X X 09/24/03 AMERICAN UNITED GLOBAL INC DE X 09/17/03 AMIS HOLDINGS INC X X 09/24/03 ANC RENTAL CORP DE X X 09/24/03 ANZ CAPEL COURT LTD C3 X 09/22/03 APPLEBEES INTERNATIONAL INC DE X 09/24/03 ARIAD PHARMACEUTICALS INC DE X X 09/24/03 ARTISOFT INC DE X 09/24/03 ASTROPOWER INC DE X X 09/17/03 AUTHENTIDATE HOLDING CORP DE X X 09/22/03 BANC OF AMERICA MORTGAGE SECURITIES I DE X X 09/23/03 BANC OF AMERICA MORTGAGE SECURITIES I DE X X 09/24/03 BANK UNITED CORP LITIGATION CONTINGEN DE X X 09/23/03 BESTNET COMMUNICATIONS CORP NV X 09/24/03 BIOSITE INC DE X X 09/23/03 BIOVEST INTERNATIONAL INC MN X X 09/22/03 BISYS GROUP INC DE X 09/24/03 BOTTOMLINE TECHNOLOGIES INC /DE/ DE X X 09/18/03 BRESLER & REINER INC DE X 07/10/03 AMEND BRIDGE BANCORP INC NY X 09/23/03 CACI INTERNATIONAL INC /DE/ DE X 09/24/03 CAVALCADE OF SPORTS MEDIA INC NV X X X 09/23/03 CAVALCADE OF SPORTS MEDIA INC NV X X X 09/23/03 AMEND CENDANT MORTGAGE CAPITAL LLC DE X X 09/24/03 CHECKPOINT SYSTEMS INC PA X X 09/23/03 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 08/31/03 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 08/31/03 CHEVY CHASE AUTO RECEIVABLES TRUST 20 X 08/31/03 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 08/31/03 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 08/31/03 CHEVY CHASE HOME LOAN TRUST 1996-1 MD X 08/31/03 CHEVY CHASE HOME LOAN TRUST 1997-1 MD X 08/31/03 CIT EQUIPMENT COLLATERAL 2002-VT1 DE X 09/18/03 CIT EQUIPMENT COLLATERAL 2003-VT1 DE X 09/18/03 CIT RV TRUST 1996-B DE X 09/23/03 AMEND CIT RV TRUST 1997 A DE X 09/23/03 AMEND CIT RV TRUST 1998-A DE X 09/23/03 AMEND CIT RV TRUST 1999-A DE X 09/23/03 AMEND CKE RESTAURANTS INC DE X X 09/23/03 COGNOS INC CA X 09/24/03 COMDISCO HOLDING CO INC DE X 09/09/03 COMPUTER PROGRAMS & SYSTEMS INC DE X 09/18/03 CONSOL ENERGY INC X X 09/24/03 COX COMMUNICATIONS INC /DE/ DE X X 09/09/03 AMEND CREDIT ACCEPTANCE CORPORATION MI X X 09/24/03 DAIMLERCHRYSLER DEBENTURE-BACKED SERI DE X 09/24/03 DARDEN RESTAURANTS INC FL X X 09/24/03 DECRANE AIRCRAFT HOLDINGS INC DE X 09/22/03 DECRANE HOLDINGS CO DE X 09/22/03 DORAL FINANCIAL CORP PR X X 09/23/03 EMULEX CORP /DE/ DE X X 09/24/03 ENDOCARE INC DE X X 09/23/03 ENTERPRISE TECHNOLOGIES INC DE X X 09/24/03 EQUITY ONE INC MD X 09/24/03 ESSEX PROPERTY TRUST INC MD X 09/23/03 ESTEE LAUDER COMPANIES INC DE X 09/23/03 EXEGENICS INC DE X X 09/17/03 AMEND EXPEDITORS INTERNATIONAL OF WASHINGTO WA X 09/23/03 FIRST CHESAPEAKE FINANCIAL CORP VA X X 09/08/03 FIRST UNION COMM MORT TRUST COMM MOR NY X X 09/17/02 FIRST UNION LEH BRO BANK OF AMER COM NY X X 09/17/03 FIRSTENERGY CORP OH X X 08/12/03 FLEET HOME EQUITY LOAN LLC DE X 09/22/02 AMEND FLOTEK INDUSTRIES INC/CN/ DE X 09/24/03 FRANKLIN COVEY CO UT X 09/24/03 FRIEDMANS INC DE X X 09/18/03 FULLER H B CO MN X X 09/23/03 FX ENERGY INC NV X X 09/24/03 GE COMMERCIAL MORT CORP COM MORT PS T DE X X 09/19/03 GENE LOGIC INC DE X 09/23/03 GENERAL MILLS INC DE X X 09/17/03 GEORGIA PACIFIC CORP GA X X 09/23/03 GK INTELLIGENT SYSTEMS INC DE X 09/24/03 GS MORTGAGE SEC CORP II COMM MORT PAS DE X X 09/10/03 HARTMARX CORP/DE DE X 09/23/03 HARTMARX CORP/DE DE X 09/23/03 AMEND HEALTH CARE REIT INC /DE/ DE X X 08/26/03 HEI INC MN X X 09/17/03 HEMISPHERX BIOPHARMA INC DE X 09/23/03 HILLENBRAND INDUSTRIES INC IN X X 09/22/03 HOLLIS EDEN PHARMACEUTICALS INC /DE/ DE X X 09/24/03 HOME PRODUCTS INTERNATIONAL INC DE X X 09/19/03 INSURANCE MANAGEMENT SOLUTIONS GROUP FL X X 09/24/03 INTERDIGITAL COMMUNICATIONS CORP PA X 09/23/03 INTERNATIONAL SMART SOURCING INC DE X 09/22/03 INTEVAC INC CA X X 09/24/03 IRONSTONE GROUP INC DE X X X 09/17/03 JOURNAL CO X X 09/24/03 JOURNAL COMMUNICATIONS INC WI X X 09/24/03 JP MORGAN CHASE COM MORT SEC CORP PAS DE X X 09/18/03 JUPITERMEDIA CORP DE X X 07/11/03 AMEND KERR MCGEE CORP /DE DE X 09/24/03 LASALLE HOTEL PROPERTIES MD X X 09/24/03 LASALLE HOTEL PROPERTIES MD X 09/23/03 LEHMAN ABS CORP DE X 09/24/03 LENNAR CORP /NEW/ DE X 09/24/03 LIBERTY MEDIA CORP /DE/ DE X X 09/24/03 AMEND LIFEPOINT INC DE X 09/24/03 LNR PROPERTY CORP DE X X 09/24/03 LOCATEPLUS HOLDINGS CORP X 09/19/03 LODGENET ENTERTAINMENT CORP DE X X 09/24/03 LUCENT TECHNOLOGIES INC DE X 09/23/03 LUNA GOLD CORP WY X X 09/24/03 M&I AUTO LOAN TRUST 2002-1 DE X X 09/22/03 MAMMATECH CORP FL X X 08/28/03 MAXIM PHARMACEUTICALS INC DE X X 09/22/03 MBNA CORP MD X 09/24/03 MDSI MOBILE DATA SOLUTIONS INC /CAN/ A1 X 09/23/03 METAWAVE COMMUNICATIONS CORP DE X 08/31/03 MICRON TECHNOLOGY INC DE X X 09/24/03 MID-STATE BANCSHARES CA X X 09/17/03 MKTG SERVICES INC NV X 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INC CO X 09/24/03 PRIVATEBANCORP INC DE X 09/24/03 PROJECT GROUP INC NV X 09/22/03 PURE WORLD INC DE X 09/24/03 PUROFLOW INC DE X X 07/17/03 AMEND QUOVADX INC DE X X 09/19/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 09/23/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 09/24/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 09/24/03 RESIDENTIAL ASSET SECURITIES CORP DE X X 09/24/03 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 09/24/03 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 09/24/03 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 09/23/03 RICHARDSON ELECTRONICS LTD/DE DE X 08/30/03 RIGHT MANAGEMENT CONSULTANTS INC PA X X 09/24/03 ROTONICS MANUFACTURING INC/DE DE X X 09/24/03 SABRE HOLDINGS CORP DE X 09/24/03 SCICLONE PHARMACEUTICALS INC CA X X 09/23/03 SECURITISATION ADVISORY SERVICES PTY X X 09/22/03 SHALLBETTER INDUSTRIES INC MN X X X 08/14/03 SHELLS SEAFOOD RESTAURANTS INC DE X 09/19/03 SKYWAY COMMUNICATIONS HOLDING CORP FL X X 09/24/03 SMITH A O CORP DE X X 09/24/03 SONEX RESEARCH INC MD X 09/24/03 SONUS NETWORKS INC DE X X 09/23/03 STEELCASE INC MI X 09/24/03 STERION INC MN X 09/23/03 STERIS CORP OH X 09/23/03 STRATEGIKA INC X X X X X 09/23/03 STRUCTURED ASSET SECURITIES CORP DE X 09/24/03 STRUCTURED PROD CORP STEP UP TR CREDI DE X 09/24/03 STRUCTURED PRODUCTS CORP DE X 09/24/03 STRUCTURED PRODUCTS CORP DE X 09/24/03 STRUCTURED PRODUCTS CORP CAST SM STEP DE X 09/24/03 STRUCTURED PRODUCTS CORP MONTHLY PAY DE X 09/24/03 SUITE 101 COM INC DE X 09/23/03 SUNOCO LOGISTICS PARTNERS LP DE X X 09/24/03 SUREBEAM CORP DE X X 08/19/03 AMEND TAIWAN FUND INC DE X 08/01/03 TECUMSEH PRODUCTS CO MI X X 09/24/03 THISTLE GROUP HOLDINGS CO X X 09/22/03 TORCH OFFSHORE INC DE X 09/24/03 TOWN & COUNTRY TRUST MD X X 09/24/03 TOYOTA AUTO FINANCE RECEIVABLES LLC DE X X 09/09/03 TRIARC COMPANIES INC DE X 09/23/03 TROPICAL SPORTSWEAR INTERNATIONAL COR FL X 09/24/03 TRUE HEALTH INC UT X 09/24/03 AMEND UAL CORP /DE/ DE X X 09/24/03 ULTRALIFE BATTERIES INC DE X X 09/24/03 UNITED COMMUNITY BANKS INC GA X X 08/24/03 UNIVERSAL AUTOMOTIVE INDUSTRIES INC / DE X 07/09/03 AMEND USA TECHNOLOGIES INC PA X X 07/11/03 AMEND VARSITY BRANDS INC DE X X 09/24/03 VIACOM INC DE X X 09/24/03 VICOM INC MN X 09/22/03 VISEON INC NV X X 09/22/03 WATLEY A B GROUP INC DE X 09/24/03 WCI COMMUNITIES INC X X 09/24/03 WELLS FARGO ASSET SECURITIES CORP DE X X 09/23/03 WILMINGTON REXFORD INC DE X 08/28/03 WINTER SPORTS INC /NEW MT X 09/18/03 XCEL ENERGY INC MN X X 09/24/03 XOMA LTD /DE/ DE X X 09/19/03