SEC NEWS DIGEST Issue 2004-130 July 8, 2004 RULES AND RELATED MATTERS PROPOSED RULES TO LIMIT AFFILIATE MARKETING SOLICITATIONS The Commission is seeking public comment on proposed Regulation S-AM, which would give consumers a chance to "opt out" before a company uses certain information provided by an affiliate to market products or services to the consumer. Proposed Regulation S-AM would implement Section 214 of the Fair and Accurate Credit Transactions Act of 2003 (FACT Act), which adds a new Section 624 to the Fair Credit Reporting Act. The proposed rules generally prohibit a company from using certain information received from an affiliate to market products or services to a consumer unless the consumer first has been given notice and an opportunity to opt out of receiving such solicitations. An institution that has a pre-existing business relationship with the consumer would not be subject to this marketing limitation. The Federal Trade Commission, Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, National Credit Union Administration, Office of the Comptroller of the Currency, and Office of Thrift Supervision also have proposed affiliate marketing rules. Comments on the proposed rules should be received no later than 30 days after the date of their publication in the Federal Register. FOR FURTHER INFORMATION, PLEASE CONTACT: With respect to the proposed rules as they relate to brokers, dealers, or transfer agents, contact Tara Prigge, Office of Chief Counsel, Division of Market Regulation, at (202) 942-0073, and with respect to the proposed rules as they relate to investment advisers and investment companies, contact Penelope W. Saltzman, Office of Regulatory Policy, Division of Investment Management, at (202) 942-0690. (Rels. 34-49985, IC-26494, IA-2259; File No. S7-29-04) ENFORCEMENT PROCEEDINGS OCUMED STOCK REGISTRATION REVOKED The registration of the stock of Ocumed Group, Inc., (Ocumed) has been revoked. Ocumed's purported business was the sale of ophthalmic products. The revocation was ordered in an administrative proceeding before an administrative law judge. Ocumed's stock was registered with the Commission in 1999. It did not file its annual report for the year ended April 30, 2003, and did not file its quarterly reports for the quarters ended July 31, 2003, Oct. 31, 2003, and Jan. 31, 2004. Thus, it violated a crucial provision of the federal securities laws that requires public corporations to publicly disclose current, accurate financial information so that investors may make informed decisions. Accordingly, the law judge revoked the registration of its stock to serve the public interest and for the protection of investors. (Rel. 34-49976; File No. 3-11501) COMMISSION DENIES PETITION FOR EAJA FEES BY REGISTERED REPRESENTATIVES OF BROKER-DEALER AND REGISTERED INVESTMENT ADVISER The Commission has denied the application for fees and expenses under the Equal Access to Justice Act (EAJA) of Michael Flanagan and Ronald Kindschi, registered representatives of registered broker-dealer FSC Securities Corporation, and registered investment adviser Spectrum Administration, Inc. (applicants). The Commission found that, although the Commission earlier decided that the Division of Enforcement had not proved its charges by a preponderance of the evidence in an underlying proceeding against the applicants for failure to disclose the differences in costs and expenses between investments in Class A and Class B shares of mutual funds, the Division of Enforcement nonetheless was substantially justified in originally bringing the case against the applicants. The Commission found that the Division's case was substantially justified in both law and fact. Under the EAJA and case law interpreting it, a petitioner is not entitled to receive fees and expenses when the government's case is substantially justified. (Rels. 33-8437; 34-49979; IA-2258; File No. 3- 9784 - EAJA) DIVISION OF ENFORCEMENT SEEKS PENNY STOCK BARS AGAINST RICHARD KERN, DONALD KERN AND CHARLES WILKINS On July 7, the Commission issued an Order Instituting Administrative Proceedings pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 against Richard S. Kern, Donald R. Kern, and Charles Wilkins, based on the final judgment entered against them in SEC v. Lybrand, et al., Civ. No. 00-1387 (S.D.N.Y.). The U.S. District Court for the Southern District of New York entered a final judgment on Oct. 6, 2003, enjoining the Kerns and Wilkins from future violations of Sections 5(a) and 5(c) of the Securities Act of 1933. In addition, the U.S. District Court for the Southern District of New York entered final judgments of consent on June 28, 2004, enjoining the Kerns and Wilkins from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission's complaint in that action alleged, among other things, that from April 1998 through January 1999, the Kerns and Wilkins participated in a scheme to create artificial trading markets for certain shell corporations, and used manipulative trading practices to drive up the stock prices of the shell corporations for their benefit. In particular, the complaint alleged that the Kerns and Wilkins transferred millions of unregistered shares of the shell corporations' securities to Lybrand to manipulate, and sold unregistered shares to the public. The Kerns and Wilkins realized profits of $5.9 million as a result of their sales of the shell corporations' unregistered securities. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide the Kerns and Wilkins an opportunity to dispute these allegations, and to determine whether a penny stock bar is appropriate and in the public interest. (Rel. 34-49980; File No. 3-11537) J. MICHAEL SCARBOROUGH AND ROYAL ALLIANCE ASSOCIATES, INC. SANCTIONED FOR MUTUAL FUND SALES PRACTICE VIOLATIONS AND FAILURE TO SUPERVISE On July 8, the Commission announced the issuance of an Order Instituting Administrative and Cease-and-Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 and Section 15(b) of the Securities Exchange Act of 1934 against J. Michael Scarborough and Royal Alliance Associates, Inc. (Royal Alliance), a broker-dealer registered with the Commission and headquartered in New York, New York. Scarborough has been the manager of Royal Alliance's branch office in Annapolis, Maryland since 1996. Without admitting or denying the findings in the Order, Scarborough and Royal Alliance consented to sanctions imposed by the Order. The Commission's Order finds violations of the federal securities laws by Scarborough in connection with the offer and sale of Class B shares issued by mutual funds, as well as supervisory failures by Scarborough and Royal Alliance. From 1998 through early 2000, Scarborough, through the registered representatives under his supervision, sold brokerage customers Class B mutual fund shares in amounts that would have entitled them to sales charge discounts for large purchases (breakpoints) had they purchased Class A shares of the same funds. Scarborough, along with the registered representatives, disclosed the characteristics of Class A shares and Class B shares to customers, including a description of the discounts to which the customers would have been entitled, but did not tell them that Class A shares generally produce higher returns than Class B shares of the same mutual fund when purchased in amounts of $100,000 or more. If all of the customers who purchased Class B shares in amounts of $100,000 or more had purchased Class A shares instead, those customers would have paid $1.7 million less in commissions. The Order finds that between 1998 and early 2000, of the 406 broker- dealer customers who qualified for a breakpoint at the $100,000 level or above, 399 customers, or 98 percent, purchased Class B shares even though all of these customers would have paid lower commissions and fees and enjoyed higher overall returns had they purchased Class A shares. The Order finds that Scarborough also failed reasonably to supervise registered representatives at the branch office who engaged in this conduct under his direction. Similarly, Royal Alliance failed reasonably to supervise Scarborough, its branch manager, as well as the registered representatives, with regard to these mutual fund sales practices. Although Royal Alliance had policies and procedures addressing the type of sales practices that Scarborough utilized, it failed to implement systems to adequately monitor compliance with these policies and procedures. The Order finds that Scarborough willfully violated Sections 17(a)(2) and 17(a)(3) of the Securities Act and that Scarborough and Royal Alliance failed reasonably to supervise with a view to preventing violations of the securities laws. The Commission ordered that Scarborough cease-and-desist from committing or causing any violations and any future violations of the provisions charged; be suspended from acting in any supervisory capacity with any broker or dealer for a period of nine months; and pay disgorgement and prejudgment interest in the total amount of $2,111,084, and a civil penalty of $50,000. Royal Alliance was censured; ordered to disgorge $1 and to pay a civil penalty of $150,000; and required to comply with certain undertakings. The disgorgement and penalty payments will be distributed to harmed customers pursuant to a Fair Fund. (Rels. 33- 8438; 34-49982; File No. 3-11538) SEC SUSPENDS KIRK DISCHINO FROM APPEARING OR PRACTICING BEFORE THE COMMISSION AS AN ACCOUNTANT On July 8, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions (Order) against Kirk J. Dischino. The Order finds that on June 30 the U.S. District Court for the District of New Jersey entered a final judgment permanently enjoining Dischino against further violations of the relevant antifraud, reporting, books-and-records, and internal controls provisions of the federal securities laws in the civil action entitled SEC v. Measurement Specialties, Inc. and Kirk J. Dischino, 04 Civ. 3000 (KSH)(D.N.J.). The Commission's complaint in the civil action, filed on June 28, charged Dischino with accounting fraud and insider trading in connection with his conduct as the chief financial officer of Measurement Specialties, Inc. (MSI), a New Jersey-based manufacturing company. The complaint also charged MSI with accounting fraud. Both defendants settled the civil action, without admitting or denying the Commission's allegations. The final judgment requires MSI to pay a penalty of $1 million, and requires Dischino to pay disgorgement and penalty totaling in excess of $450,000. On June 28 Dischino pleaded guilty to related criminal charges. Based on the entry of the injunction in the civil action, the Order suspends Dischino from appearing or practicing before the Commission as an accountant. Dischino consented to the issuance of the Order without admitting or denying the findings in the Order. For further information, see Litigation Release No. 18765 (June 28, 2004). (Rel. 34- 49984; AAE Rel. 2050; File No. 3-11539) SEC CHARGES KENNETH LAY, ENRON'S FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER, WITH FRAUD AND INSIDER TRADING Complaint Alleges Participation in Scheme to Defraud With Skilling, Causey and Others; Seeks Civil Penalty and Recovery of Over $90 Million In Unlawful Proceeds from Stock Sales The Commission today initiated civil charges against Kenneth L. Lay, former Chairman and Chief Executive Officer of Enron Corp., for violating, and aiding and abetting violations of, the antifraud, periodic reporting, books and records, and internal controls provisions of the federal securities laws. [Section 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act), and Exchange Act Rule 10b-5, and for aiding and abetting the violation of Sections 13(a), and 13(b)(2)(A) and (B) of the Exchange Act, and Exchange Act Rules 12b-20 and 13a-11]. In this action, the Commission is seeking disgorgement of all ill-gotten gains, civil money penalties, a permanent bar from acting as a director or officer of a publicly held company, and an injunction against future violations of the federal securities laws. The Commission today, subject to the approval of the Honorable Melinda Harman, U.S. District Court Judge, filed a Second Amended Complaint seeking to add Lay to its pending action against Jeffrey K. Skilling, Enron's former President, CEO and Chief Operating Officer, and Richard A. Causey, Enron's former Chief Accounting Officer. The proposed Second Amended Complaint alleges that Lay and others engaged in a wide-ranging scheme to defraud by falsifying Enron's publicly reported financial results and making false and misleading public representations about Enron's business performance and financial condition. In addition, the proposed Second Amended Complaint alleges that Lay profited from the scheme to defraud by selling large amounts of Enron stock at prices that did not reflect its true value. The sales also occurred while Lay was in possession of material non-public information concerning Enron and generated unlawful proceeds in excess of $90 million during 2001. Specifically, Lay sold over $70 million in Enron stock back to the company to repay cash advances on an unsecured Enron line of credit. In addition, while in possession of material non-public information, Lay amended two program trading plans to enable him to sell an additional $20 million in Enron stock in the open market. Lay's proceeds from the sales constitute illegal gains resulting from his scheme to defraud. Specifically, the Commission's Proposed Second Amended Complaint alleges as follows: * Lay's Early Participation in the Scheme to Defraud. Lay, along with others at Enron, engaged in a wide-ranging scheme to defraud in violation of the federal securities laws. During 2001, with specific knowledge of rapidly deteriorating performances of Enron's business units, Lay made numerous false and misleading public statements about Enron's financial condition. As Enron's Chairman and CEO, Lay had oversight of Enron's business units and supervised the senior executives and managers of these units, reviewed drafts of public filings and draft press releases, and participated in conference calls with investment analysts. In presentations to the investing public, Lay and others heavily emphasized the performance and potential of Enron Broadband Services (EBS) and Enron Energy Services (EES). To support what Enron had already said about EES, Lay and others concealed massive losses in EES' business through fraudulently manipulating Enron's "business segment reporting." They accomplished this at the close of the first quarter of 2001 through a reorganization designed to conceal the magnitude of EES' business failure, which was known to Lay as early as January 2001. With Lay's approval, Enron hid that failure from the investing public by moving large portions of EES' business - which Lay and others knew at the time would have to otherwise report hundreds of millions of dollars in losses - into Enron Wholesale, which was the Enron business segment housing most of the company's wholesale energy trading operations and income. As Lay and others knew, Enron Wholesale had ample earnings to absorb the EES losses, while at the same time continuing to meet its own internal budget targets. Lay made the false and misleading statements to persuade investors that Enron's profitability would continue to grow, to maintain credit ratings, to influence investment analysts, and to prop up the share price of Enron stock. Lay knew of Enron's use of structured transactions - specifically prepays and the infamous Raptors - to misstate its financial results. Enron entered into circular transactions that were characterized as prepay forward contracts in order to disguise borrowings as cash from operations. Lay was aware of the importance and magnitude of prepay transactions to create operating cash flow and thereby maintain Enron's investment grade credit rating. Lay was aware that the credit rating agencies were not told the magnitude of Enron's prepay obligations and that this information was not disclosed in Enron's public filings. In addition, Enron created the Raptor structures to "hedge" volatile assets against any potential decline in value. The manner in which Enron structured and funded the Raptors meant that any hedging losses in the Raptors would ultimately be borne by Enron. Lay understood that Enron used the Raptors for earnings management and that decreases in the price of Enron stock threatened the viability of the Raptors. * Lay Knowledge of Additional Problems Following Skilling's Resignation. On July 13, 2001, Skilling unexpectedly told Lay he was resigning because he felt there was nothing he could do to stop the decline in Enron's stock price. On August 14, Enron issued a press release, with Lay's approval, that announced Skilling had resigned for personal reasons. In a conference call with investment analysts later that same day, Lay repeatedly asserted that, "there are absolutely no problems that had anything to do with Jeff's departure . . . there are no accounting issues, no trading issues, no reserve issues . . . unknown, previously unknown problems, issues . . . I can honestly say that the company is probably in the strongest and best shape . . . that it's probably ever been in." Regarding EES, Lay offered that "we've been doubling revenue and doubling income quarter on quarter, year on year for now about the last three years. We expect that to continue to grow very, very strong. . . ." After Skilling resigned, Lay met repeatedly with Enron's senior management, who described for him Enron's deteriorating financial condition. Lay was advised internally of accounting improprieties regarding the Raptors and that various assets and investments were overvalued on Enron's books and records by approximately $7 billion. During this period, Lay repeatedly received internal financial reports consistent with these problems. In August and September, senior executives informed Lay that Enron was facing an increasing earnings shortfall, hundreds of millions of dollars in losses, a proposed non- recurring charge relating to certain investments, and an accounting error in excess of $1 billion. Enron's problems were so severe that a senior executive informed Lay that Enron needed to consider being acquired or selling its prized pipelines. * Lay Continued to Mislead the Public - August and September 2001. Despite specific knowledge of Enron's deteriorating financial condition, Lay continued to make false and misleading public statements about Enron's financial performance. In meetings with research analysts and in public statements, Lay falsely and misleadingly stated there were "no accounting issues," "no reserve issues," and "no other shoes to fall" at Enron. Lay made a series of false and misleading statements during an Enron employee online forum, including that: "[t]he third quarter is looking great. We will hit our numbers. We are continuing to have strong growth in our businesses," "we have record operating and financial results," and "the balance sheet is strong." In addition, Lay misled Enron employees regarding his purchases of Enron stock when he informed them that he had purchased additional shares over the last couple of months. In making this statement, Lay concealed that he had made net sales of over $20 million in Enron stock in the preceding two months. * The Oct. 16, 2001 Third Quarter Earnings Release. In a meeting with other senior executives one month prior to Enron's third quarter earnings release, Lay learned that Enron had incorrectly accounted for the Raptor transactions, and as a result, Enron shareholders' equity would be reduced by $1.2 billion. Lay also knew that the Raptors were being terminated and combined with other pending write-downs that would result in an earnings charge of $1.01 billion. Specifically, Lay knew that these two items - the $1.01 billion earnings charge and the $1.2 billion reduction of shareholder equity - were unrelated, and that the reduction to shareholders' equity was required whether or not the Raptors were terminated. Lay reviewed and approved Enron's earnings release that reported a "nonrecurring" earnings charge of $1.01 billion, a majority of the charge ($544 million) relating to the early termination of the Raptors. Lay knew that the characterization of the termination of the Raptors as "nonrecurring" losses was erroneous and inconsistent both with advice Enron had received from its auditor and Enron's past treatment of Raptor earnings as recurring operating earnings. Lay and others intentionally omitted any reference to the $1.2 billion equity reduction from the press release. In a conference call with analysts to discuss the earnings release, Lay falsely stated that "in connection with the early termination" of the Raptors, Enron's shareholders' equity would be reduced by $1.2 billion. Lay did not disclose, as he knew, that the reduction was principally due to a significant accounting error, as opposed to the termination of the Raptors. * Lay's Last Ditch Efforts -- October and November 2001. In an effort to calm deepening public concern regarding the decline in Enron's stock price, Lay participated in conference calls with analysts and others. In these calls, Lay made false and misleading statements regarding Enron's financial health. For example, Lay stated, "[Enron is] not trying to conceal anything. We're not hiding anything," and "[w]e're really trying to make sure that the analysts and the shareholders and the debt holders really know what's going on here. So, we are not trying to hold anything back." In a telephone call with a prominent credit rating agency, Lay falsely stated that Enron and its auditors had "scrubbed" the company's books and that no additional write- downs would be forthcoming. In fact, Lay knew that Enron was carrying its international assets at billions in excess of their fair value and that Enron had failed to disclose a $700 million goodwill impairment. In an all- employee meeting to reassure Enron's employees, Lay falsely described Enron's liquidity, stating that "[o]ur liquidity is fine. As a matter of fact, it's better than fine, it's strong. . ." At the time he made the statement, Lay knew that Enron had been forced to offer its prized pipelines as collateral for a $1 billion bank loan and that the only source of liquidity was a $3 billion line of credit, which was fully utilized on Lay's authority. In addition, Lay made misleading statements about Enron stock and its prospects. Lay misleadingly stated, "as sad as the current market price is . . . [b]ut we're going to get it back" and "that doesn't mean we can't get back up to the $80s or $90s in the not-too-distant future." At the time he made the statement, with Enron stock trading at less than $20 per share, Lay did not disclose that he had quietly sold over $65 million of Enron stock back to the company during 2001. * Lay's Sales of Enron Stock Back to Enron. From Jan. 25, 2001 to Nov. 27, 2001, Lay took advances on a non-collateralized $4 million line of credit with Enron in the total amount of $77,525,000. Thereafter, in twenty separate transactions, Lay repaid the credit line by selling $70,104,762 worth of Enron stock back to the company, at prices he knew did not accurately reflect Enron's true financial condition. For example, after learning of Enron's undisclosed plan to hide over $500 million in EES losses in ENA, Lay sold 1,086,571 shares of Enron common stock back to the company, in 11 transactions, for a total of $34,081,558. Following Skilling's resignation on Aug. 14, 2001, at a point when Lay was learning more about Enron's deteriorating financial condition, Lay sold 918,104 shares of Enron common stock back to the company, in five transactions, totaling $26,066,474. As Lay tried to prop up Enron's stock price following Enron's third quarter earnings release on Oct. 16, 2001, Lay sold 362,051 shares of Enron stock back to the company, in four transactions, totaling $6,050,232. Enron's shareholders and employees, much less the public, did not learn of Lay's sales of Enron stock back to the company until February 2002, over two months after Enron filed for bankruptcy protection. Lay also made withdrawals from his line of credit totaling $7.5 million between October 24 and Nov. 27, 2001, at a point when Enron's financial condition was crumbling. * Lay's Sales of Enron Stock Pursuant to Amended 10b5-1 Plans. On Nov. 1, 2000, Lay established two program sales plans under Commission Rule 10b5-1. Subsequently, Lay amended both plans. At the time Lay amended both plans, he was in possession of material nonpublic information concerning Enron's deteriorating financial condition, meaning Lay cannot use the plans as a defense to insider trading charges. Under the amended plans, Lay unlawfully sold over 350,000 Enron shares for total proceeds in excess of $20 million. The Commission's investigation is continuing. [SEC v. Richard A. Causey, Jeffrey K. Skilling and Kenneth L. Lay, Civil Action No. H-04- 0284 (Harmon) (S.D. Tx.) (July 8, 2004) (Second Amended Complaint)] (LR- 18776; AAE Rel. 2051; Press Rel. 2004-94) HOLDING COMPANY ACT RELEASES CONNECTICUT LIGHT AND POWER COMPANY A supplemental order has been issued authorizing Connecticut Light and Power Company (CL&P), an electric public utility subsidiary of Northeast Utilities, a registered holding company, and CL&P's subsidiary, CL&P Receivables Corporation (CRC), to engage in an accounts receivable purchase and sale program and for CRC to pay dividends out of capital to CL&P, both through July 3, 2007. (Rel. 35-27873) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGE The Chicago Stock Exchange filed a proposed rule change (SR-CHX-2004-14) relating to the handling of preopening orders in Nasdaq/NM securities. Publication of the notice in the Federal Register is expected during the week of July 12. (Rel. 34-49978) APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change (SR-CHX-2004-08) submitted by the Chicago Stock Exchange to amend the CHX membership dues and fees schedule to provide a tape credit of 50% to specialists trading Tape A and Tape B securities. Publication of the order in the Federal Register is expected during the week of July 12. (Rel. 34-49981) 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 EMAGIN CORP, 2070 ROUTE 52, SUITE 2000, HOPEWELL JUNCTION, NY, 12533, 845 838 7900 - 1,000,000 ($1,700,000.00) Equity, (File 333-117181 - Jul. 7) (BR. 36) S-8 SKY FINANCIAL GROUP INC, 221 SOUTH CHURCH STREET, BOWLING GREEN, OH, 43402, 4193276300 - 500,000 ($12,557,500.00) Equity, (File 333-117184 - Jul. 7) (BR. 07) S-8 SKY FINANCIAL GROUP INC, 221 SOUTH CHURCH STREET, BOWLING GREEN, OH, 43402, 4193276300 - 3,500,000 ($73,902,500.00) Equity, (File 333-117185 - Jul. 7) (BR. 07) S-3 SKY FINANCIAL GROUP INC, 221 SOUTH CHURCH STREET, BOWLING GREEN, OH, 43402, 4193276300 - 1,000,000 ($25,115,000.00) Equity, (File 333-117186 - Jul. 7) (BR. 07) N-2 PIMCO Floating Rate Strategy Fund, 1345 AVENUE OF THE AMERICAS, NEW YORK, NY, 10105, 212 739-3502 - 1,000 ($20,000.00) Equity, (File 333-117187 - Jul. 7) (BR. 22) S-8 AMARU INC, 120 NEWPORT CENTER DRIVE, SUITE 200, NEWPORT BEACH, CA, 92660, 9497606832 - 900,000 ($80,010.00) Equity, (File 333-117189 - Jul. 7) (BR. 09) S-8 DESIGN WITHIN REACH INC, 283 4TH STREET, OAKLAND, CA, 94607, 0 ($26,255,322.00) Equity, (File 333-117190 - Jul. 7) (BR. 02) S-8 OHIO LEGACY CORP, 305 WEST LIBERTY STREET, WOOSTER, OH, 44691, 3302620437 - 200,000 ($2,112,000.00) Equity, (File 333-117191 - Jul. 7) (BR. 07) S-8 WORLDTEQ GROUP INTERNATIONAL INC, 30 WEST GUDE DRIVE, SUITE 470, ROCKVILLE, MD, 20850, 2404032000 - 4,000,000 ($600,000.00) Equity, (File 333-117192 - Jul. 7) (BR. 08) S-8 INSITE VISION INC, 965 ATLANTIC AVE, --, ALAMEDA, CA, 94501, 5108658800 - 1,586,123 ($1,062,702.41) Equity, (File 333-117193 - Jul. 7) (BR. 01) F-1 51job, Inc., 21ST FLOOR, WEN XIN PLAZA, 755 WEI HAI ROAD, SHANGHAI, F4, 200041, 8621-3201-4888 - 0 ($90,000,000.00) Equity, (File 333-117194 - Jul. 7) (BR. 08) S-8 AVATECH SOLUTIONS INC, 11403 CRONHILL DRIVE, SUITE A, OWING MILLS, MD, 21117, 4109026900 - 700,000 ($505,750.00) Equity, (File 333-117195 - Jul. 7) (BR. 03) S-8 ENVIRONMENTAL REMEDIATION HOLDING CORP, 5444 WESTHEIMER SUITE 1570, HOUSTON, TX, 77056, 5018212222 - 0 ($28,500.00) Equity, (File 333-117196 - Jul. 7) (BR. 04) SB-2 SYNDICATION NET COM INC, 1250 24TH STREET NW, SUITE 300, WASHINGTON, DC, 20037, 2024672788 - 0 ($14,985,000.00) Equity, (File 333-117197 - Jul. 7) (BR. 08) S-3 MEDTOX SCIENTIFIC INC, 402 WEST COUNTY ROAD D, ST PAUL, MN, 55112, 6126367466 - 947,156 ($9,850,423.00) Equity, (File 333-117198 - Jul. 7) (BR. 01) S-8 MEDTOX SCIENTIFIC INC, 402 WEST COUNTY ROAD D, ST PAUL, MN, 55112, 6126367466 - 920,557 ($6,038,854.00) Equity, (File 333-117199 - Jul. 7) (BR. 01) S-8 ADVANCED NUTRACEUTICALS INC/TX, 106 SOUTH UNIVERSITY BLVD., UNIT 14, DENVER, CO, 80209, 303-722-4008 - 1,250,000 ($1,637,500.00) Equity, (File 333-117200 - Jul. 7) (BR. 01) S-8 FNB CORP/FL/, F.N.B. CORPORATION, ONE F.N.B. BOULEVARD, HERMITAGE, PA, 16148, 724-981-6000 - 0 ($701,589.00) Equity, (File 333-117201 - Jul. 7) (BR. 07) S-8 APEX SILVER MINES LTD, CALEDONIAN HOUSE MARY STREET, GEORGETOWN BWI, GRAND CAYMAN ISLAND, 3038395060 - 0 ($34,640,000.00) Equity, (File 333-117202 - Jul. 7) (BR. 04) SB-2 AETHLON MEDICAL INC, 7825 FAY AVENUE SUITE 200, LAJOLLA, CA, 92037, 2129120930 - 11,549,048 ($7,160,409.68) Equity, (File 333-117203 - Jul. 7) (BR. 36) S-3 APEX SILVER MINES LTD, CALEDONIAN HOUSE MARY STREET, GEORGETOWN BWI, GRAND CAYMAN ISLAND, 3038395060 - 0 ($200,000,000.00) Other, (File 333-117205 - Jul. 7) (BR. 04) S-8 ARCHER DANIELS MIDLAND CO, 4666 FARIES PKWY, DECATUR, IL, 62526, 2174244798 - 0 ($412,250,000.00) Equity, (File 333-117206 - Jul. 7) (BR. 04) S-3 PG&E CORP, ONE MARKET SPEAR TOWER, SUITE 2400, SAN FRANCISCO, CA, 94105, 4152677000 - 1,204,878 ($33,929,364.48) Equity, (File 333-117207 - Jul. 7) (BR. 02) F-3 PRUDENTIAL PLC, LAURENCE POUNTNEY HILL, LONDON ENGLAND, X0, EC4R OHH, 011442075483737 - 0 ($2,000,000,000.00) Other, (File 333-117208 - Jul. 7) (BR. 01) F-3 EDP ELECTRICIDADE DE PORTUGAL SA, PRACA MARQUES DE POMBAL,12, LISBON, S1, 1250-162, 351 21 720 2824 - 0 ($2,000,000,000.00) Equity, (File 333-117209 - Jul. 7) (BR. 02) S-1 GOLFSMITH INTERNATIONAL INC, 0 ($7,250,000.00) Non-Convertible Debt, (File 333-117210 - Jul. 7) (BR. ) S-8 LIFE TIME FITNESS INC, 6442 CITY WEST PARKWAY, STE 300, EDEN PRAIRIE, MN, 55344, 0 ($15,250,472.00) Equity, (File 333-117211 - Jul. 7) (BR. 05) S-8 AMERICAN FIRE RETARDANT CORP, 9337 BOND AVENUE, 806-479-0449, EL CAJON, CA, 92012, 619-390-68 - 1,000,000,000 ($1,200,000.00) Equity, (File 333-117212 - Jul. 7) (BR. 06) F-1 TOP TANKERS INC., 109-111 MESSOGIAN AVENUE, POLITIA CENTRE,, ATHENS, J3, 11526 GR, 011-30-210-69-30-288 - 0 ($229,987,500.00) Equity, (File 333-117213 - Jul. 7) (BR. ) S-1 NEENAH FOUNDRY CO, 2121 BROOKS AVE, PO BOX 729, NEENAH, WI, 54927, 9207257000 - 0 ($24,119,679.00) Non-Convertible Debt, (File 333-117214 - Jul. 7) (BR. 06) S-4 AMERICAN ROCK SALT CO LLC, 3846 RETSOF RD, RETSOF, NY, 14539, 0 ($100,000,000.00) Other, (File 333-117215 - Jul. 7) (BR. ) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Item 12. Results of Operations and Financial Condition. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 10 11 12 13 DATE COMMENT ------------------------------------------------------------------------------------------------ 10CHARGE INC DE X 12/24/03 AMEND ABRAXAS PETROLEUM CORP NV X 07/07/04 ACCENTURE LTD X 07/07/04 ACCENTURE SCA X 07/07/04 ACCESS ANYTIME BANCORP INC DE X 07/07/04 ACUSPHERE INC DE X X 07/07/04 AEGIS ASSET BACKED SECURITIES CORP DE X X 07/02/04 AEROPOSTALE INC X X 07/07/04 AGCO CORP /DE DE X X 07/07/04 AJAY SPORTS INC DE X 06/30/04 AK STEEL HOLDING CORP DE X X 07/06/04 ALIGN TECHNOLOGY INC DE X X 07/02/04 ALLEGIANCE TELECOM INC DE X X 06/23/04 ALLIED HEALTHCARE INTERNATIONAL INC NY X X 07/07/04 AMERICANA GOLD & DIAMOND HOLDINGS INC CO X X 07/01/04 AMERIQUEST MORTGAGE SECURITIES INC DE X 06/30/04 AMPHENOL CORP /DE/ DE X X 07/07/04 AMTECH SYSTEMS INC AZ X X 07/07/04 ANWORTH MORTGAGE ASSET CORP MD X X 07/06/04 APPLEBEES INTERNATIONAL INC DE X X 07/06/04 APPLEBEES INTERNATIONAL INC DE X 07/07/04 ASANTE TECHNOLOGIES INC DE X X 07/06/04 ASHFORD HOSPITALITY TRUST INC MD X 07/07/04 ASHWORTH INC DE X X 07/06/04 ASHWORTH INC DE X X 07/07/04 ASSET BACKED SECURITIES CORP DE X 07/07/04 ASTEC INDUSTRIES INC TN X X 07/07/04 AMEND ATMOS ENERGY CORP TX X X 06/17/04 BAM ENTERTAINMENT INC X X 06/22/04 BELDEN & BLAKE CORP /OH/ OH X X X 07/07/04 BENIHANA INC DE X 07/07/04 BIOTIME INC CA X 06/28/04 BMC SOFTWARE INC DE X X 07/07/04 BORDEN CHEMICAL INC NJ X 07/07/04 BROWN TOM INC /DE DE X X 06/30/04 CACI INTERNATIONAL INC /DE/ DE X 07/07/04 CACI INTERNATIONAL INC /DE/ DE X 07/07/04 CAP ROCK ENERGY CORP X 07/07/04 CAPITAL BANCORP INC TN X X X X 07/07/04 CATTLESALE CO DE X 07/07/04 CELLEGY PHARMACEUTICALS INC CA X X 07/06/04 CHENIERE ENERGY INC DE X X 07/06/04 CHIPPAC INC CA X X 07/07/04 CITIGROUP MORTGAGE LOAN TRUST SERIES X X 06/25/04 COINSTAR INC DE X X 07/07/04 COMMERCE ENERGY GROUP INC DE X X 07/06/04 CONTINENTAL AIRLINES INC /DE/ DE X 06/29/04 CORRECTIONAL PROPERTIES TRUST MD X X 07/07/04 COTELLIGENT INC DE X 06/22/04 CRIIMI MAE INC MD X X 06/30/04 CRYO CELL INTERNATIONAL INC DE X X 07/06/04 CTI INDUSTRIES CORP DE X X 07/01/04 CYBERGUARD CORP FL X 07/07/04 AMEND DAN RIVER INC /GA/ GA X X 07/06/04 DEARBORN BANCORP INC /MI/ MI X X 05/18/04 DELTA FINANCIAL CORP DE X 07/07/04 DENNYS CORP DE X X 07/06/04 DIAMOND ENTERTAINMENT CORP NJ X X X 07/06/04 DIAMOND OFFSHORE DRILLING INC DE X X 07/07/04 DIVIDEND CAPITAL TRUST INC MD X X 06/22/04 DONINI INC NJ X X 06/30/04 DONINI INC NJ X X 06/30/04 AMEND DYNA CAM X 07/01/04 ENDO PHARMACEUTICALS HOLDINGS INC DE X X 07/07/04 ENERGY CONVERSION DEVICES INC DE X 07/07/04 ENVIRONMENTAL ELEMENTS CORP DE X X 07/07/04 EXPERIENTIAL AGENCY INC NV X X 07/01/04 EYE CARE INTERNATIONAL INC DE X 07/07/04 FANSTEEL INC DE X 06/29/04 FILENET CORP DE X 07/06/04 FLUSHING FINANCIAL CORP DE X 07/07/04 FNB FINANCIAL SERVICES CORP NC X X 06/30/04 FOOTSTAR INC DE X X 07/01/04 GALAXY CHAMPIONSHIP WRESTLING INC NV X X X 05/04/04 GB HOLDINGS INC DE X X 07/07/04 GENENTECH INC DE X X 07/07/04 GENERAL ELECTRIC CO NY X 07/07/04 GLOBECOMM SYSTEMS INC X 07/07/04 GMACM HOME EQUITY LOAN TRUST 2004-HE3 DE X X 07/07/04 GOLDEN EAGLE INTERNATIONAL INC CO X X 06/28/04 GOLDEN STAR RESOURCES LTD X 07/07/04 GRANT VENTURES INC NV X X 07/06/04 GREENMAN TECHNOLOGIES INC DE X X 06/30/04 GS MORTGAGE SECURITIES CORP DE X X 06/15/04 HANCOCK JOHN LIFE INSURANCE CO MA X X 07/02/04 HARRIS & HARRIS GROUP INC /NY/ NY X 06/30/04 HOLLINGER INTERNATIONAL INC DE X 06/17/04 HORIZON OFFSHORE INC DE X X 07/06/04 HOST MARRIOTT CORP/ MD X X 07/02/04 IKON OFFICE SOLUTIONS INC OH X X 06/30/04 IMATION CORP DE X 07/07/04 INDEPENDENT BANK CORP /MI/ MI X 07/01/04 IndyMac INDX Mortgage Loan Trust 2004 X X 06/04/04 INHIBITEX INC X 06/30/04 INNOVEX INC MN X X 07/06/04 INTEGRATED PERFORMANCE SYSTEMS INC NY X X 06/18/04 AMEND INTERLAND INC /MN/ MN X X X 07/07/04 INTERNATIONAL SPEEDWAY CORP FL X X 07/07/04 INTERNET BUSINESS INTERNATIONAL INC NV X X 07/06/04 INVESTMENT TECHNOLOGY GROUP INC DE X 07/07/04 IVI COMMUNICATIONS INC NV X X 04/02/04 J P MORGAN ACCEPTANCE CORP I DE X X 07/07/04 JCM PARTNERS LLC DE X X 06/22/04 JONES APPAREL GROUP INC PA X X 07/07/04 JOURNAL REGISTER CO DE X X 07/02/04 K FED BANCORP X X 07/01/04 KEY ENERGY SERVICES INC MD X X 07/06/04 KNIGHT TRADING GROUP INC DE X X 07/07/04 KNIGHT TRADING GROUP INC DE X X 07/07/04 KVH INDUSTRIES INC \DE\ DE X 07/06/04 LAKES ENTERTAINMENT INC MN X X 07/06/04 MAJOR AUTOMOTIVE COMPANIES INC NV X X 07/06/04 MAN SANG HOLDINGS INC NV X 06/30/04 MAN SANG HOLDINGS INC NV X 06/30/04 MARATHON OIL CORP DE X X 07/07/04 MARCONI CORP PLC X0 X 07/07/04 MATTHEWS INTERNATIONAL CORP PA X 07/06/04 MAXWELL SHOE CO INC DE X 07/07/04 MAXXZONE COM INC X X X 06/14/04 MB FINANCIAL INC /MD MD X 06/29/04 MDC HOLDINGS INC DE X X X 07/06/04 MERITAGE CORP MD X X X 07/06/04 MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 07/07/04 MICHAELS STORES INC DE X X 06/17/04 MICROMUSE INC DE X X 07/06/04 MIRAVANT MEDICAL TECHNOLOGIES DE X 07/06/04 MOD PAC CORP NY X 07/04/04 MONACO GROUP INC DE X 07/02/04 Morgan Stanley Mortgage Loan Trust 20 DE X X 06/25/04 MOUNTAIN OIL INC UT X X X 06/30/04 MPSI SYSTEMS INC DE X X 06/29/04 MS STRUCTURED SATURNS SERIES 2001-6 DE X 06/30/04 MS STRUCTURED SATURNS SERIES 2002-1 DE X 07/01/04 MS STRUCTURED SATURNS SERIES 2003-3 DE X 07/01/04 MSC INDUSTRIAL DIRECT CO INC NY X X 07/07/04 NATIONAL DENTEX CORP /MA/ MA X 06/30/04 NELNET EDUCATION LOAN FUNDING INC NE X 07/02/04 NETWORK ENGINES INC DE X 07/01/04 NEW CENTURY FINANCIAL CORP DE X X 05/21/04 AMEND NORTHWEST BANCORP INC PA X X 07/07/04 NUANCE COMMUNICATIONS CA X 06/30/04 NVE CORP /NEW/ MN X 07/07/04 ONEIDA LTD NY X X 07/07/04 P F CHANGS CHINA BISTRO INC X X 06/30/04 PACIFIC FINANCIAL CORP WA X 07/06/04 PACIFIC TECHNOLOGY INC DE X X 07/06/04 PAINCARE HOLDINGS INC CT X X 06/30/04 PAINCARE HOLDINGS INC CT X X 07/06/04 PANGEA PETROLEUM CORP CO X 07/02/03 PEOPLES FINANCIAL CORP /MS/ MS X X 07/06/04 PEOPLES FINANCIAL SERVICES CORP/ PA X 07/07/04 PEOPLESOFT INC DE X 07/07/04 PLURISTEM LIFE SYSTEMS INC NV X 05/17/04 POTLATCH CORP DE X 06/29/04 PRIMEDIA INC DE X X 07/07/04 PRO DEX INC CO X X 07/07/04 PROGRESS ENERGY INC NC X X 07/07/04 PROSOFTTRAINING COM NV X X 07/02/04 RADVIEW SOFTWARE LTD X X 07/07/04 RAM VENTURE HOLDINGS CORP FL X X X X X 04/23/04 AMEND REDWOOD EMPIRE BANCORP CA X X 07/07/04 RENAISSANCE CAPITAL GROWTH & INCOME F TX X 07/06/04 REPUBLIC FIRST BANCORP INC PA X 07/07/04 REYNOLDS & REYNOLDS CO OH X 07/07/04 RICHARDSON ELECTRONICS LTD/DE DE X 07/07/04 ROSS SYSTEMS INC/CA DE X 05/05/04 AMEND SELIGMAN NEW TECHNOLOGIES FUND INC X 07/07/04 SEMITOOL INC MT X X 07/07/04 SEMTECH CORP DE X 07/07/04 SEQUOIA RESIDENTIAL FUNDING INC X X 06/21/04 SEQUOIA RESIDENTIAL FUNDING INC X X 06/21/04 SEQUOIA RESIDENTIAL FUNDING INC X X 06/21/04 SEQUOIA RESIDENTIAL FUNDING INC X X 06/21/04 SEQUOIA RESIDENTIAL FUNDING INC X X 06/21/04 SEQUOIA RESIDENTIAL FUNDING INC X X 06/21/04 SIEBEL SYSTEMS INC DE X 07/07/04 SLM FUNDING LLC DE X X 06/30/04 SPEEDWAY MOTORSPORTS INC DE X X 07/07/04 SRS LABS INC DE X X 06/30/04 SRS LABS INC DE X X 07/07/04 SWANK, INC. 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