SEC NEWS DIGEST Issue 2003-166 August 28, 2003 COMMISSION ANNOUNCEMENTS U.S. ATTORNEY AND SEC CHARGE FRAUD IN $20 MILLION WASHINGTON STATE MUNICIPAL BOND SALE Defendants Orchestrated Fraudulent Sale of Bonds for Holmes Harbor Sewer District John McKay, U.S. Attorney for the Western District of Washington, Helane Morrison, San Francisco District Administrator, United States Securities and Exchange Commission, R. Scott Crabtree, Acting Special Agent in Charge, Seattle Field Office, FBI, and Stephen Pasholk, Special Agent in Charge, Seattle Field Office, IRS, announced the filing of separate criminal and civil charges relating to the fraudulent sale of $20 million in municipal bonds for the Holmes Harbor Sewer District, a small sewer district located on Whidbey Island, approximately 60 miles north of Seattle, Washington. The bonds were intended to finance the building of certain public purpose portions of a private office-building complex. However, according to documents filed in court, the developer and others lied to investors about how bond proceeds would be used to acquire land for the project; falsely claimed that a prominent investment bank was involved in providing additional private financing for the project; falsely claimed that the project was already fully leased to a "Triple A" credit-rated company; and failed to disclose kickbacks to several of the offering participants. Currently, the bonds are in default and no substantial work has taken place on the project. When the bonds were sold to investors in October 2000, approximately half of the proceeds were used to acquire land and for professional fees. The balance of the proceeds remains in escrow. Named in both the criminal indictment obtained by the U.S. Attorney's Office and in the Commission's civil complaint were Terry Martin of Mukilteo, Wash., the controlling shareholder of the project's developer; J. David Smith of Edmonds, Wash., the developer's attorney; and John H. White of Stanwood, Wash., and Edward L. Tezak of Sheridan, Mont., who were involved in arranging private financing for the project. Also named in the Commission's civil complaint were Michael McCall of Elk Grove, Calif., and Charles Tull of Bellingham, Wash., attorneys who represented Holmes Harbor Sewer District in the bond sale; Ibis Securities of Walnut Creek, Calif., the underwriter of the bonds; Ibis principals Kenneth Martin of Concord, Calif., and George Tamura of San Leandro, Calif.; and Signal Mortgage, Inc., a Washington state mortgage broker of which defendant John H. White was a vice president and part owner. The Allegations According to the pleadings, the bonds were sold to investors in October 2000 based on information contained in an Official Statement, a written offering document that explains key features and risks for a bond offering, that the developer, attorneys and underwriter each either drafted or reviewed. The Official Statement contained several material misrepresentations and omissions, including the following. Use of Proceeds to Acquire Land: According to the Official Statement, $6.2 million in bond proceeds would be used to acquire 15 acres of land for certain public purpose portions of the project. This claim was false. In fact, the developer used $6.2 million in bond proceeds to acquire a total of 39.9 acres, which included land for both the public and private purpose portions of the project. Involvement of Prominent Investment Bank: The Official Statement represented that an entity called Goldman/Sig LLC had agreed to be a participating mortgage lender for the project. According to the Official Statement, Goldman/Sig LLC was formed by Goldman Sachs, Private Client Services, along with Signal Mortgage. This claim was false. Goldman Sachs, Private Client Services had no involvement with the bonds or the project, and did not participate in the formation of Goldman/Sig LLC. Existence of Construction Financing for Project: The Official Statement represented that the developer had entered into an agreement with Goldman/Sig to "fund infrastructure construction and office building construction through completion and provide long-term mortgage financing." This statement was false and misleading because Goldman/Sig had no ability to provide the nearly $65 million in financing required to complete the project. Value of and Existence of Lease Agreement for the Project: According to an appraisal contained in the Official Statement, at the time the bonds were sold the developer had entered into a lease agreement covering the entire property with a single, unidentified tenant with a "Triple A (corporate) credit rating." Based on this information, the appraisal concluded that the project when built would have a value of $90 million. This claim was false and misleading. In fact, the developer had entered into an agreement with a small firm with a total of six employees and annual revenues of approximately $600,000, and no capacity to meet the projected monthly lease payments for the six buildings to be constructed in the project. Moreover, the Official Statement failed to disclose that the developer had entered into a side agreement that allowed the lessee to cancel the lease at any time. Undisclosed Payments to Offering Participants: The Official Statement disclosed that bond proceeds would be used to pay $100,000 to attorney Tull's law firm and $140,000 to attorney McCall's law firm for their work in providing legal opinions on the bond offering. However, the Official Statement failed to disclose that on the day the bond offering closed, the developer used bond proceeds to make additional payments of $60,000 to Tull and $45,000 to McCall. The Official Statement also failed to disclose that shortly after closing the developer used bond proceeds to make a $200,000 payment to underwriter Ibis and a $50,000 payment to Tezak, who was purportedly involved in obtaining private financing for the project. The Criminal Charges United States Attorney John McKay stated that Terry Martin, J. David Smith, John White, and Edward Tezak were charged by a federal grand jury sitting in Seattle, Wash., with 20 counts of conspiracy in violation of Title 18 U.S.C. Section 371, securities fraud in violation of 15 U.S.C. Sections 78j and 78ff, and wire fraud in violation of 18 U.S.C. Section 1343. Mr. McKay cautioned that an indictment is only an allegation and that these individuals charged are presumed innocent until proven guilty at trial. Mr. McKay indicated further that his office would continue to aggressively pursue criminal securities violations and coordinate such cases with the Securities and Exchange Commission. The Commission's Civil Action The Commission's civil complaint charges Terry Martin and two of his corporate entities (Silver Legacy Corporation and Silver Sound LLC), as well as Smith, McCall, Tull, Kenneth Martin and Tamura with fraud in the offer and sale of securities in violation 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. In addition, the complaint charges that Tezak, White, Signal Mortgage and Goldman/Sig violated Section 17(a) of the Securities Act and violated or aided and abetted violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Finally, the complaint charges that Ibis violated Section 17(a) of the Securities Act, and Municipal Securities Rulemaking Board Rule G-17, and Sections 10(b) and 15B(c)(1) of the Exchange Act and Rule 10b-5 thereunder. The Commission seeks permanent injunctions prohibiting future violations against each defendant, as well as the return of all monies received as a result of the fraud plus pre-judgment interest, and civil money penalties. Helane L. Morrison, head of the Commission's San Francisco District Office, said: "Gatekeepers, such as attorneys and underwriters, are essential to the integrity of the municipal bond market. Today's action should serve as a strong reminder that the Commission will aggressively pursue those who would compromise the integrity of that market by engaging in fraud." (Press Rel. 2003-104) ENFORCEMENT PROCEEDINGS COMMISSION BARS LARRY OSAKI AND VAN ICHINOTSUBO FROM ASSOCIATING WITH A BROKER OR DEALER On August 27, the Commission barred Larry T. Osaki of Upland, California and Van Y. Ichinotsubo of Cerritos, California from associating with a broker or dealer, by consent. The sanctions, which were imposed in accord with Osaki's and Ichinotsubo's Offers of Settlement in this matter, are based on the entry, on Feb. 28, 2003, of a permanent injunction by the U.S. District Court for the Central District of California. The Order of Permanent Injunction in that civil action, SEC v. J.T. Wallenbrock & Associates, Larry T. Osaki, Van Y. Ichinotsubo and Citadel Capital Management Inc., Case No. 02-00808 (C.D. Cal.), enjoined Osaki and Ichinotsubo from violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Sections 10(b), 15(a) and 15(c) of the Securities Exchange Act of 1934 and Rules 10b-5 and 15c1-2 thereunder, and left the issue of disgorgement, prejudgment interest and civil penalties to be resolved upon subsequent motion by the Commission. See Litigation Release Nos. 18011, 17343 and 17381. The Commission's complaint in the civil action alleged that from at least 1999 to January, 2002, Osaki and Ichinotsubo fraudulently offered and sold promissory notes issued by Wallenbrock, raising at least $230 million from over 6,000 investors in forty-eight states. The complaint alleged that Osaki and Ichinotsubo fraudulently misrepresented to investors that their money would be used to generate profits in Wallenbrock's "factoring" business of discounted receivables of Malaysian latex glove manufacturers. Commission filings allege that, in reality, Osaki and Ichinotsubo engaged in a Ponzi and misappropriation scheme in which investors' funds were actually used to repay other investors and to provide funding for risky, start-up businesses. (Rel. 34-48415; File No. 3-11236) SEC ALLEGES FRAUD AGAINST UNREGISTERED INVESTMENT ADVISER The Commission announced that on June 18, 2003, it filed a complaint against an unregistered investment adviser, Luis Giro. The SEC alleged that from March 1997 through October 2001, Giro convinced at least twenty individuals -- relatives, neighbors and long time family friends - to entrust him with over $2.37 million. According to the SEC's complaint, Giro told his advisory clients that, through his company, Giro Investments Group, Inc., he would manage and invest their funds in the stock market without any risk to their principal. The complaint further alleges that Giro offered and sold a venture capital investment in Giro Investments to at least five investors and that he promised every victim a specific rate of return that varied from victim to victim between 15% and 30%. The SEC alleged that contrary to those representations and others, Giro used the investors' and the advisory clients' money to operate a Ponzi scheme, trade in an online brokerage account, finance his family and pay his personal and business expenses. The SEC also alleged that Giro continued to engage in his fraudulent scheme until October 2001, when he vacated his apartment after telling at least two victims that he had lost everything. The complaint charges the defendant with violating Section 17(a) of the Securities Act of 1933, 15 U.S.C. 77q, Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. 78j(b) and Rule 10b-5, 17 C.F.R. 240.10b-5, promulgated thereunder; and Sections 206(1) and (2) of the Investment Advisers Act of 1940, 15 U.S.C. 80b-6. Those sections and rules prohibit fraud in the offer and sale, and in connection with the purchase and sale, of securities. In addition, the SEC seeks a court order against the defendant for an accounting, disgorgement and civil penalties. The SEC appreciates the assistance the Miami-Dade Police Department provided to its staff. [SEC v. Luis Giro, Case No. 03-21654 CIV-GOLD, SD Fla.] (LR-18311) FORMER CREDIT SUISSE FIRST BOSTON EMPLOYEE SETTLES INSIDER TRADING CASE The Commission announced today the entry of the final settlement of a civil injunctive action in the U.S. District Court for the Northern District of Illinois against Ryan D. Evans (Evans) and Paul A. Gianamore (Gianamore) for insider trading. Without admitting or denying the allegations of the Commission's complaint, Gianamore agreed to pay disgorgement in the amount of $243,667.17, plus prejudgment interest in the amount of $52,717.26 for a total payment of $296,384.43. The Commission agreed to waive all but $17,046.98 of the disgorgement and prejudgment interest based on Gianamore's sworn representations to the Commission regarding his financial condition. Gianamore also agreed to entry of an order of permanent injunction, enjoining him from violating Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder. Evans previously agreed to pay disgorgement in the amount of $243,667.17, plus prejudgment interest in the amount of $41,890.82 for a total payment of $285,557.99. The Commission agreed to waive all but $49,722.08 of the disgorgement and prejudgment interest based on Evans' sworn representations to the Commission regarding is financial condition. Evans also agreed to entry of an order of permanent injunction, enjoining him from violating Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder. On Aug. 21, 2003, the Court entered Final Judgment and Order of Permanent Injunction and other relief as to Gianamore. On Oct. 22, 2002, the Court entered Final Judgment and Order of Permanent Injunction as to Evans. The Commission's complaint alleged from in or about December 1999 to in or about August 2000, Paul Gianamore, then a Credit Suisse First Boston Financial Analyst, tipped his friend Ryan Evans with material, nonpublic information regarding several publicly traded companies. Evans then traded in the securities of these companies while in possession of this information. Specifically, during the relevant time period, Credit Suisse First Boston's Chicago office (CSFB Chicago) acted as a financial advisor to one of the parties of at least four merger or acquisition transactions. Through his employment at CSFB Chicago, Gianamore obtained nonpublic information about the mergers and acquisitions in issue before they were publicly announced. He then tipped Evans with the inside information. While in possession of this information, Evans purchased shares in companies shortly before an announcement of the merger or acquisition. In each case, Evans sold his shares shortly after the public announcement of the merger or acquisition, making approximately $243,667.17 from these four trades. The complaint sought the entry of an order of permanent injunction, enjoining Evans and Gianamore from violating Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder, as well as disgorgement, plus prejudgment interest and the imposition of a civil penalty. [SEC v. Ryan D. Evans and Paul A. Gianamore, USDC, ND Ill., 02-C-0582] (LR-18312) CIVIL ACTION AGAINST GLOBAL TELELINK SERVICES, INC., ET AL. The Commission announced that on August 1 the Honorable Marvin H. Shoob, U.S. District Judge for the Northern District of Georgia, entered judgments of permanent injunction as to Global Telelink Services, Inc. (GTS), Global Contact Corporation (Global Contact) and Robert Smith III (Smith), restraining and enjoining them from further violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The defendants consented to the entry of the judgment without admitting or denying any of the allegations of the Commission's complaint. The Court ordered disgorgement against Smith in the amount of $478,891, plus $53,351 in prejudgment interest, but waived payment due to Smith's demonstrated financial inability to pay. The Court did not order Smith to pay a civil penalty based on Smith's demonstrated financial inability to pay. The Commission's complaint alleged that GTS, Global Contact and Smith operated a Ponzi scheme that raised more than $10 million from more than 300 mostly elderly investors. The Commission's complaint alleged that the GTS scheme was based upon purported investments in customer owned, telephone gateway switches offered and sold in units, involving a switch, lease/back agreement and buy/back agreement, that constituted securities. The complaint further alleged that the Global Contact scheme was based upon purported investments in workstations in purported telephone call centers, offered and sold in units, involving a call center workstation, lease/back agreement and buy/back agreement, that constituted securities. No registration statement was filed with the Commission in connection with either of these securities. The complaint alleged that GTS and Global Contact devised and controlled both investments and directly made all payments to investors. Investors were not told that GTS and Global Contact had no operating revenues and that all payments to investors in either scheme were made with money raised from subsequent investors. For more information see LR-16929 (March 9, 2001). [SEC v. Global Telelink Services, Inc., Global Contact Corporation and Robert Smith III, USDC NDGA, Civil Action No. 1:01-CV- 0632 MHS (LR-18313) FORMER MEMBER OF SOFTWARE CEO ROUNDTABLE FOUND LIABLE FOR INSIDER TRADING On August 22, Judge Milton Shadur of the U.S. District Court for the Northern District of Illinois entered Final Judgment against Terry L. Kirch with respect to the Commission's complaint against Kirch. Kirch is the former President and CEO of Resource Information Management Systems. The SEC's complaint, which was filed on Oct. 7, 2002, alleged that on or about Oct. 1, 1999, Kirch attended a meeting in Westport, Connecticut of software executives from various companies, (Software Executive Roundtable), at which Kirch learned material, non-public information concerning ShowCase Corporation earnings. The SEC alleged that while in possession of this material, non-public information, Kirch sold 8,500 shares of ShowCase, avoiding losses of approximately $45,688. The SEC alleged that Kirch violated Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 by trading in the stock of ShowCase while in possession of material, non- public information. On June 20, 2003, Judge Shadur granted the SEC's Motion for Summary Judgment against Kirch, finding the SEC entitled to judgment as a matter of law. Judge Shadur found that Kirch owed ShowCase's Chief Executive Officer and the other Executive Roundtable members an express duty to keep confidential all of the business information that Kirch learned at the Oct. 1, 1999 Roundtable meeting. Judge Shadur held that a duty of loyalty and confidentiality was created by policy and expectations that were present in the Software Executive Roundtable relationships. Judge Shadur stated that Kirch's actions in trading on the nonpublic information, in violation of this duty, were "obviously motivated by greed." Judge Shadur held, therefore, that Kirch violated the securities laws by his improper sale of 8,500 shares of ShowCase on Oct. 1, 1999. On August 22, in accordance with this Order, Judge Shadur entered Final Judgment in this case. Kirch was ordered to pay the SEC the disgorgement sum of $45,687.50, plus prejudgment interest of $12,813.42, for a total payment of $58,500.92. In addition, Kirch was ordered to pay a civil penalty in the amount of $43,875.69. In the Final Judgment, Kirch made certain undertakings to the Court and to the SEC. Specifically, in the Final Judgment, Kirch has given an undertaking: (1) that he will not violate the securities laws at any time in the future; (2) that he will have his attorneys review all future trades in stock of companies with which Kirch has any relationship to determine that such trades are in accordance with the federal securities laws; (3) that he will not seek or obtain reinstatement in the Software Executive Roundtable; and (4) that he will not appeal the Court's Order or Judgment. If Kirch violates any of these undertakings, the Final Judgment provides that the SEC has the right to seek additional relief against Kirch, including a civil injunction and additional civil penalties. [SEC v. Terry L. Kirch, USDC, ND Ill., 02-C-7195] (LR- 18314) HOLDING COMPANY ACT RELEASES PROGRESS ENERGY, INC., ET AL. A notice has been issued giving interested persons until Sept. 15, 2003, to request a hearing on a proposal by Progress Energy, Inc., a registered holding company, its utility subsidiaries Carolina Power & Light Company, Florida Power Corporation and North Carolina Natural Gas Corporation, and certain other nonutility subsidiaries to enter into various external and intrasystem financing transactions, credit support arrangements, and other related proposals commencing on the effective date of an order issued under this filing and ending Sept. 30, 2006. (Rel. 35-27716) XCEL ENERGY INC. A notice has been issued giving interested persons until Sept. 15, 2003, to request a hearing on a proposal by Xcel Energy Inc., a registered holding company, to sell its ownership interest in Black Mountain Gas Company, a gas utility company, to a non-affiliated third party, Southwest Gas Corporation. (Rel. 35-27716) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGE The National Association of Securities Dealers, through its subsidiary, The Nasdaq Stock Market, Inc., filed a proposed rule change (SR-NASD- 2003-112) and Amendment No. 1 thereto, relating to locked markets in the Nasdaq InterMarket. Publication of the notice in the Federal Register is expected during the week of September 1, 2003. (Rel. 34-48412) 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 CADENCE DESIGN SYSTEMS INC, 2655 SEELY ROAD BLDG 5, SAN JOSE, CA, 95134, 4089431234 - 0 ($3,114,334.00) Equity, (File 333-108251 - Aug. 27) (BR. 03) S-8 SWISS MEDICA INC, 53 YONGE STREET, 3RD FLOOR, TORONTO, ONTARIO, CANADA, A1, M5E 1J3, 416-657-4134 - 6,000,000 ($1,170,000.00) Equity, (File 333-108252 - Aug. 27) (BR. 08) S-3 ALLSTATE CORP, 2775 SANDERS ROAD, NORTHBROOK, IL, 60062, 8474025000 - 0 ($2,000,000,000.00) Unallocated (Universal) Shelf, (File 333-108253 - Aug. 27) (BR. 01) S-3 COLONIAL BANCGROUP INC, ONE COMMERCE ST STE 800, P O BOX 1108, MONTGOMERY, AL, 36104, 3342405000 - 0 ($100,000,000.00) Equity, (File 333-108254 - Aug. 27) (BR. 07) S-8 GRAPHIC PACKAGING CORP, 814 LIVINGSTON COURT, MARIETTA, GA, 30067, 7706443000 - 0 ($191,204,235.45) Equity, (File 333-108256 - Aug. 27) (BR. 04) S-8 ENVIRONMENTAL POWER CORP, 500 MARKET ST, STE 1E, PORTSMOUTH, NH, 03801, 6034311780 - 2,000,000 ($1,340,000.00) Equity, (File 333-108258 - Aug. 27) (BR. 02) S-8 HOME CITY FINANCIAL CORP, 2454 NORTH LIMESTONE STREET, SPRINGFIELD, OH, 45503, 937-390-0470 - 131,422 ($1,591,057.63) Equity, (File 333-108261 - Aug. 27) (BR. 07) S-4 INTERWOVEN INC, C/O INTERWOVEN INC., 803 11TH AVENUE, SUNNYVALE, CA, 94089, 4087742000 - 0 ($118,034,223.00) Equity, (File 333-108262 - Aug. 27) (BR. 03) S-3 UNION PLANTERS CORP, UNION PLANTERS ADMINSTRATIVE CENTER, 6200 POPLAR AVE, MEMPHIS, TN, 38119, 905-580-6000 - 0 ($1,500,000,000.00) Unallocated (Universal) Shelf, (File 333-108263 - Aug. 27) (BR. 07) S-3 NOVASTAR MORTGAGE FUNDING CORP, 1901 W 47TH PLACE, STE 105, WESTWOOD, KS, 66205, 9135143500 - 0 ($1,000,000.00) Asset-Backed Securities, (File 333-108264 - Aug. 27) (BR. 05) S-8 CLASSICA GROUP INC, 1835 SWARTHMORE AVENUE, LAKEWOOD, NJ, 08701, 7323633800 - 2,000,000 ($888,000.00) Equity, (File 333-108265 - Aug. 27) (BR. 04) S-8 MERCURY INTERACTIVE CORPORATION, 4088225200 - 0 ($54,646,139.00) Equity, (File 333-108266 - Aug. 27) (BR. 03) S-8 FOREST OIL CORP, 1600 BROADWAY, 2200 COLORADO STATE BANK BLDG, DENVER, CO, 80202, 3038121400 - 0 ($44,390,000.00) Equity, (File 333-108267 - Aug. 27) (BR. 04) S-8 BANYAN CORP /OR/, 4740 FORGE ROAD BLDG 112, COLORADO SPRINGS, CO, 80907, 7195315535 - 1,428,571 ($200,000.00) Equity, (File 333-108268 - Aug. 27) (BR. 03) S-1 ADERIS PHARMACEUTICALS INC, 85 MAIN STREET, HOPKINTON, MA, 01748, 5084972300 - 0 ($75,000,000.00) Equity, (File 333-108269 - Aug. 27) (BR. 01) S-3 PEGASUS SOLUTIONS INC, 8350 NORTH CENTRAL EXPRESSWAY, CAMPBELL CENTER ONE, SUITE 1900, DALLAS, TX, 75206, 2142344000 - 3,726,060 ($75,000,000.00) Debt Convertible into Equity, (File 333-108270 - Aug. 27) (BR. 03) S-8 FOREST OIL CORP, 1600 BROADWAY, 2200 COLORADO STATE BANK BLDG, DENVER, CO, 80202, 3038121400 - 0 ($2,819,678.00) Equity, (File 333-108271 - Aug. 27) (BR. 04) S-3 UNITED PARCEL SERVICE INC, 55 GLENLAKE PARKWAY NE, ATLANTA, GA, 30328, 4048286000 - 2,000,000,000 ($2,000,000,000.00) Non-Convertible Debt, (File 333-108272 - Aug. 27) (BR. 05) S-3 ACACIA RESEARCH CORP, 500 NEWPORT CENTER DRIVE, 7TH FLOOR, NEWPORT BEACH, CA, 92660, 9494808300 - 200,000 ($710,000.00) Equity, (File 333-108273 - Aug. 27) (BR. 36) S-3 DIGITAL ANGEL CORP, 490 VILLAUME AVENUE, SOUTH ST. PAUL, MN, 55075, 6514551621 - 1,512,160 ($2,978,955.00) Equity, (File 333-108274 - Aug. 27) (BR. 37) S-3 TUESDAY MORNING CORP/DE, 2143873562 - 0 ($339,663,000.00) Equity, (File 333-108275 - Aug. 27) (BR. 02) S-3 JUPITERMEDIA CORP, 23 OLD KINGS HIGHWAY SOUTH, DARIEN, CT, 06820, 2036622800 - 750,000 ($3,172,500.00) Equity, (File 333-108276 - Aug. 27) (BR. 08) S-3 IMMTECH INTERNATIONAL INC, 150 FAIRWAY DRIVE, SUITE 150, VERNON HILLS, IL, 60061, 8478690033 - 3,748,998 ($56,684,849.76) Equity, (File 333-108278 - Aug. 27) (BR. 01) S-8 REMEC INC, 9404 CHESAPEAKE DRIVE, SAN DIEGO, CA, 92123, 6195601301 - 0 ($16,740,000.00) Equity, (File 333-108279 - Aug. 27) (BR. 36) S-8 RICEX CO, 1241 HAWKS FLIGHT CT, EL DORADO HILLS, CA, 95762, 9169333000 - 10,000,000 ($2,900,000.00) Equity, (File 333-108280 - Aug. 27) (BR. 04) S-8 CYBERONICS INC, 100 CYBERONICS CENTER BLVD, SUITE 600, HOUSTON, TX, 77058, (281) 228-7200 - 750,000 ($20,527,500.00) Equity, (File 333-108281 - Aug. 27) (BR. 36) S-4 NMP INC, 825 BATTERY STREET, FRANCISCO, CA, 94111, 4157330500 - 0 ($207,205,070.00) Equity, (File 333-108282 - Aug. 27) (BR. ) SB-2 GOLF TRAVEL PROMOTIONS INC, 3,147,500 ($629,500.00) Equity, (File 333-108284 - Aug. 27) (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. 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 ------------------------------------------------------------------------------------ ABATIX CORP DE X 08/22/03 ABN AMRO MORT CORP MULTI-CLASS MORT P DE X 08/01/03 ABN AMRO MORTGAGE CORP MUL CL MORT PA DE X 08/01/03 ACRES GAMING INC NV X X 08/26/03 ACRES GAMING INC NV X 08/26/03 ACTRADE FINANCIAL TECHNOLOGIES LTD DE X 08/27/03 ADELPHIA COMMUNICATIONS CORP DE X 07/31/03 ADMINISTAFF INC \DE\ DE X X 08/25/03 ALLETE INC MN X X 08/25/03 AMERCO /NV/ NV X 08/25/03 AMERICA WEST HOLDINGS CORP DE X X 08/21/03 AMERICAN STATES WATER CO CA X X 08/27/03 ANGELES PARTNERS X CA X X 08/19/03 ANGELICA CORP /NEW/ MO X X 08/19/03 ARAHOVA COMMUNICATIONS INC DE X 07/31/03 ARGENT SEC INC ASSET BACKED PAS THR C X X 07/10/03 ASHLAND INC KY X X 08/27/03 AUDIBLE INC X X 08/25/03 AUGUST TECHNOLOGY CORP MN X 04/15/03 AMEND AXIOM PHARMACEUTICALS INC NV X X 08/27/03 BB&T CORP NC X 08/27/03 BELDEN & BLAKE CORP /OH/ OH X 08/22/03 BETHLEHEM STEEL CORP /DE/ DE X 08/27/03 AMEND BIG CITY RADIO INC DE X X 08/27/03 BLYTH INC DE 08/27/03 BNS CO DE X X 08/27/03 BRANDPARTNERS GROUP INC DE X 08/26/03 BROWN FORMAN CORP DE 08/27/03 CANNON EXPRESS INC DE X 08/19/03 CAPITAL AUTO RECEIVABLES INC DE X 08/14/03 CENTENE CORP X X 08/05/03 CHASE MORTGAGE FINANCE CORP DE X X 08/20/03 CHICOS FAS INC FL X X 08/27/03 CITICORP MORTGAGE SECURITIES INC DE X X 08/26/03 CITICORP MORTGAGE SECURITIES INC DE X 08/27/03 CNH CAPITAL RECEIVABLES INC DE X 08/13/03 COACHMEN INDUSTRIES INC IN X 08/25/03 COLDWATER CREEK INC DE X 08/27/03 COLLEGIATE PACIFIC INC DE X 08/27/03 COMMERCIAL CAPITAL BANCORP INC NV X X 08/27/03 COMMERCIAL MORTGAGE PASS-THROUGH CERT X 08/01/03 COMMONWEALTH BIOTECHNOLOGIES INC VA X 08/27/03 COMMUNITY CAPITAL CORP /SC/ SC X 08/26/03 COMMUNITY FIRST BANKSHARES INC DE X 08/27/03 CORINTHIAN COLLEGES INC 08/27/03 CORINTHIAN COLLEGES INC X X X 08/19/03 COX COMMUNICATIONS INC /DE/ DE X X 08/15/03 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 08/27/03 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 08/27/03 CRESTED CORP CO X 08/21/03 CRONOS GROUP N4 X 08/07/03 CSFB MORTGAGE SEC CORP HOME EQ MORT P DE X X 08/25/03 CWABS INC ASSET BACKED CERTS SERIES 2 DE X X 07/31/03 CWMBS INC DE X X 08/27/03 CWMBS INC DE X X 08/27/03 CWMBS INC DE X X 08/27/03 CWMBS INC DE X X 08/27/03 DEUTSCHE RECREATIONAL ASSET FUNDING C NV X X 07/15/03 DHB INDUSTRIES INC DE X 08/20/03 DIALYSIS CORP OF AMERICA FL X X 08/19/03 DIGIMARC CORP DE X X 08/25/03 DIGITAL BROADBAND NETWORKS INC CO X X 08/25/03 DISTRIBUTION FINANCIAL SERVICES MARIN NY X X 07/15/03 DISTRIBUTION FINANCIAL SERVICES RV MA NV X X 07/15/03 DISTRIBUTION FINANCIAL SERVICES RV TR NY X X 07/15/03 DISTRIBUTION FINANCIAL SERVICES RV TR NY X X 07/15/03 DOLLAR GENERAL CORP TN X X 08/26/03 DTE ENERGY CO MI X X 08/27/03 DUKE REALTY CORP IN X 08/25/03 DURHAM MARKETING CORP NV X 08/22/03 EAGLE BROADBAND INC TX X 08/26/03 EGAIN COMMUNICATIONS CORP DE X X 08/27/03 ENDOCARDIAL SOLUTIONS INC DE X X 08/20/03 AMEND ENERGAS RESOURCES INC DE X X 08/15/03 ENVIROKARE TECH INC NV X X 08/27/03 EQUITY ONE ABS MORTGAGE PASS THROUGH DE X 08/25/03 EQUITY ONE ABS INC EQUITY ONE MORT P DE X 08/25/03 EQUITY ONE MORTGAGE PASS-THROUGH TRUS DE X 08/25/03 FAO INC CA X X 08/26/03 FEDERAL MOGUL CORP MI X 08/27/03 FIRST FEDERAL BANCSHARES INC /DE DE X X 08/26/03 FIRST HORIZON ASSET SECURITIES INC DE X X 08/26/03 FIRST HORIZON ASSET SECURITIES INC DE X X 08/25/03 FIRST HORIZON ASSET SECURITIES INC DE X X 08/25/03 FIRST HORIZON ASSET SECURITIES INC DE X X 08/25/03 FIRST INDIA DIVERSIFIED HOLDINGS INC NY X 08/22/03 FIRST LITCHFIELD FINANCIAL CORP DE X 08/27/03 FLORIDA ROCK INDUSTRIES INC FL X X 08/12/03 FORD MOTOR CREDIT CO DE X X 08/27/03 FRONTIERVISION HOLDINGS LP DE X 07/31/03 FRONTIERVISION OPERATING PARTNERS LP DE X 07/31/03 G&K SERVICES INC MN X X 08/27/03 GE COMMERCIAL MORT CORP COM MORT PS T DE X X 08/19/03 GENAERA CORP DE X 08/26/03 GK INTELLIGENT SYSTEMS INC DE X 08/26/03 GOLDEN HAND RESOURCES INC WA X 08/27/03 GOTTSCHALKS INC DE X 08/26/03 GRAPHIC PACKAGING CORP DE X 08/25/03 GREENPOINT MORTGAGE SECURITIES INC/ DE X X 06/16/03 GREENPOINT MORTGAGE SECURITIES INC/ DE X X 07/15/03 GROUP 1 AUTOMOTIVE INC DE X 08/27/03 GS MORTGAGE SEC CORP II COMM MORT PAS DE X X 08/10/03 GS MORTGAGE SEC CORP MORT PASS THR CE DE X X 08/25/03 GS MORTGAGE SECURITIES CORP GSR MORT DE X X 08/25/03 GULFTERRA ENERGY PARTNERS L P DE X X 08/26/03 H&R BLOCK INC MO 08/26/03 HANOVER CAPITAL MORTGAGE HOLDINGS INC MD X X 08/27/03 HAUSER INC DE X X 08/15/03 HEICO CORP FL X 08/27/03 HOME EQUITY LOAN ASSET-BACKED CERTIFI DE X X 08/25/03 HOME EQUITY LOAN TRUST SERIES 2003-HE DE X X 08/15/03 HOUSEHOLD AUTOMOTIVE TRUST 2001-1 DE X 08/18/03 HOUSEHOLD AUTOMOTIVE TRUST 2001-3 X 08/18/03 HOUSEHOLD AUTOMOTIVE TRUST 2002-1 X 08/18/03 HOUSEHOLD AUTOMOTIVE TRUST 2003-1 NV X 08/18/02 HOUSEHOLD AUTOMOTIVE TRUST III SERIES NV X 08/18/03 HOUSEHOLD AUTOMOTIVE TRUST IV SERIES DE X 08/18/03 HOUSEHOLD AUTOMOTIVE TRUST SERIES 200 DE X 08/18/03 HOUSEHOLD AUTOMOTIVE TRUST V SERIES 2 DE X 08/18/03 HUDSON VALLEY HOLDING CORP NY X X 08/26/03 HUGHES SUPPLY INC FL 08/26/03 HUMBOLDT BANCORP CA X X 08/27/03 HUNTINGTON BANCSHARES INC/MD MD X X 08/06/03 ICN PHARMACEUTICALS INC DE X X 08/25/03 IMAGING DIAGNOSTIC SYSTEMS INC /FL/ FL X 08/27/03 IMP INC DE X X 08/20/03 IRWIN FINANCIAL CORPORATION IN X X 08/27/03 IT GROUP INC DE X X 08/01/03 JACO ELECTRONICS INC NY X X 06/13/03 AMEND JP MORGAN CHASE COM MORT SEC CORP PAS DE X X 08/18/03 KERR MCGEE CORP /DE DE X 08/27/03 KEYCORP STUDENT LOAN TRUST 2002-A OH X X 08/27/03 KRONOS ADVANCED TECHNOLOGIES INC NV X X 08/22/03 LEHMAN BROTHERS HOLDINGS INC DE X 08/27/03 LONGVIEW FIBRE CO WA X 07/31/03 LTX CORP MA 08/27/03 MAGELLAN PETROLEUM CORP /DE/ DE X X 08/15/03 MAIR HOLDINGS INC MN X X 08/26/03 MASSEY ENERGY CO DE X X 08/26/03 MCSI INC MD X X 08/22/03 METRON TECHNOLOGY N V X X 08/25/03 MGIC INVESTMENT CORP WI 08/27/03 MGP INGREDIENTS INC KS X X 08/27/03 MICHAELS STORES INC DE X 08/27/03 MICROSIGNAL CORP/NV NV X 06/30/03 MID ATLANTIC REALTY TRUST MD X X 08/22/03 MINORPLANET SYSTEMS USA INC DE X X 08/15/03 MISONIX INC NY X X 08/27/03 MORGAN STANLEY DE X X 08/26/03 MORGAN STANLEY ABS CAPITAL I INC DE X X 08/22/03 MORGAN STANLEY DEAN WITTER CAP I INC DE X X 08/25/03 MORTGAGE ASSET SECURITIZATION TRANSAC DE X 08/27/03 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 08/27/03 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 08/27/03 MULTI-CLASS MORTGAGE PASS-THROUGH CER DE X 08/01/03 NATIONAL PENN BANCSHARES INC PA X X 08/27/03 NATIONWIDE LIFE INSURANCE CO OH X 08/26/03 NELNET STUDENT LOAN FUNDING LLC X X 08/25/03 NEPTUNE SOCIETY INC/FL FL X X 08/25/03 NEW ENGLAND ACQUISITIONS INC FL X X 08/26/03 NEW JERSEY RESOURCES CORP NJ X X 08/27/03 NEW SOUTH BANCSHARES INC DE X 08/27/03 NEWPOWER HOLDINGS INC DE X X 08/20/03 NORDSON CORP OH X 08/27/03 NOVASTAR MORTGAGE FUNDING CORP HOME E NY X X 08/25/03 NOVASTAR MORTGAGE FUNDING CORP HOME E DE X X 08/25/03 NRG ENERGY INC DE X X 08/19/03 OLYMPUS COMMUNICATIONS LP DE X 07/31/03 OPTIO SOFTWARE INC GA X X 08/27/03 OPTION ONE MORTGAGE ACCEP CORP ASSET NY X X X 07/29/03 ORIENTAL FINANCIAL GROUP INC PR X X 03/31/03 OXFORD HEALTH PLANS INC DE X X 08/27/03 PAR TECHNOLOGY CORP DE X X 08/21/03 PARTNERS TRUST FINANCIAL GROUP INC X 08/26/03 PEGASUS COMMUNICATIONS CORP / DE X 08/27/03 PENTHOUSE INTERNATIONAL INC FL X X X 08/12/03 PROCOM TECHNOLOGY INC CA X X 08/26/03 PRUDENTIAL SECURITIES SEC FIN CORP CO DE X X 08/11/03 PUMATECH INC DE 08/27/03 QT 5 INC DE X X 08/22/03 QUANEX CORP DE X 08/27/03 REDBACK NETWORKS INC DE X X X 08/27/03 RESIDENTIAL ACCREDIT LOANS INC DE X X 08/27/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 08/27/03 RESIDENTIAL ASSET SECURITIES CORP DE X X 08/26/03 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 08/27/03 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 08/25/03 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 08/27/03 RESOURCE BANKSHARES CORP VA X X 08/25/03 RIVERSTONE NETWORKS INC DE X 08/26/03 AMEND RTIN HOLDINGS INC TX X 08/25/03 S&C HOLDCO 3 INC X 08/27/03 SAFLINK CORP DE X X 08/25/03 SBE INC DE 07/31/03 SHOLODGE INC TN X 08/27/03 SIERRA HEALTH SERVICES INC NV X 08/15/03 SONTRA MEDICAL CORP MN X X 08/27/03 SPIRE CORP MA X X 08/22/03 STERLING FINANCIAL CORP /PA/ PA X X 08/26/03 STOCKERYALE INC MA X 08/27/03 STONE ENERGY CORP DE X X 08/27/03 STRATEGIC DIAGNOSTICS INC/DE/ DE X X 08/25/03 STRATOS LIGHTWAVE INC DE X 08/26/03 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 08/27/03 STRUCTURED PROD CORP STEP UP TR CREDI DE X 08/27/03 STRUCTURED PRODUCTS CORP DE X 08/27/03 STRUCTURED PRODUCTS CORP DE X 08/27/03 STRUCTURED PRODUCTS CORP CAST SM STEP DE X 08/27/03 STRUCTURED PRODUCTS CORP MONTHLY PAY DE X 08/27/03 SUN BANCORP INC PA X X 08/22/03 TECH DATA CORP FL X X 08/27/03 TECO ENERGY INC FL X 08/26/03 TESSCO TECHNOLOGIES INC DE X X 08/26/03 TWINLAB CORP DE X X 08/27/03 TXU CORP /TX/ TX X 08/21/03 ULTRALIFE BATTERIES INC DE X X 08/27/03 UNITED PAN EUROPE COMMUNICATIONS NV X X 08/26/03 UNITEDGLOBALCOM INC DE X X 08/26/03 US ENERGY CORP WY X 08/21/03 V F CORP PA X X 08/27/03 VA SOFTWARE CORP DE X X 08/27/03 VANGUARD AIRLINES INC \DE\ DE X X 07/31/03 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 08/26/03 WEBB MORTGAGE DEPOT INC X 07/31/03 AMEND WHITEHALL JEWELLERS INC DE X 08/13/03 WILLIAMS SCOTSMAN INC MD X 08/27/03 WORLD WRESTLING ENTERTAINMENTINC DE X 08/25/03