SEC NEWS DIGEST Issue 2004-61 March 30, 2004 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS CLOSED MEETING - TUESDAY, APRIL 6, 2004 - 10:30 A.M. The subject matter of the closed meeting scheduled for Tuesday, April 6, 2004, will be: Formal orders of investigation; Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings of an enforcement nature; an adjudicatory matter; and a litigation matter. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 942-7070. RULES AND RELATED MATTERS MANDATED ELECTRONIC FILING OF SELF-REGULATORY ORGANIZATION PROPOSED RULE CHANGES On March 30, the Commission published proposed rule and form amendments mandating the electronic filing of rule changes proposed by self- regulatory organizations (SROs). In addition, the Commission is proposing to require SROs to post all proposed rule changes, as well as current and complete sets of their rules on their websites. Together, the proposed amendments are designed to modernize the SRO rule filings process by making it more efficient and cost effective. A full copy of the release will be posted to the SEC Web site. (Rel. 34-45905; File No. S7-18-04) ENFORCEMENT PROCEEDINGS IN THE MATTER OF BEAR WAGNER SPECIALISTS LLC IN THE MATTER OF FLEET SPECIALIST, INC. IN THE MATTER OF LABRANCHE & CO. LLC IN THE MATTER OF SPEAR, LEEDS & KELLOGG SPECIALISTS LLC IN THE MATTER OF VAN DER MOOLEN SPECIALISTS USA, LLC SEC Institutes Enforcement Action Against Five NYSE Specialist Firms For Violating Federal Securities Laws Firms To Pay More Than $240 Million In Penalties and Disgorgement On March 30, the Commission issued administrative and cease-and-desist Orders (the Orders) against five specialist firms: Bear Wagner Specialists LLC; Fleet Specialist, Inc.; LaBranche & Co. LLC; Spear, Leeds & Kellogg Specialists LLC; and Van der Moolen Specialists USA, LLC. Each of the firms consented to the Orders without admitting or denying the findings contained therein. In the Orders, the Commission finds that the specialist firms violated the federal securities laws and NYSE rules through improper trading practices. The Orders collectively impose a total of $241,823,257 in penalties and disgorgement, consisting of $87,735,635 in civil money penalties and $154,087,622 in disgorgement. The Orders also censure the firms, impose orders to cease and desist from future violations, and implement steps to improve the firms' compliance procedures and systems. The Orders find that, between 1999 and 2003, the five firms, through particular transactions by certain of their registered specialists, violated federal securities laws by executing orders for their dealer accounts ahead of executable public customer or "agency" orders. Whether acting as brokers or dealers, specialists are required to hold the public's interest above their own and, as such, are prohibited from trading for their dealers' accounts ahead of pre-existing customer buy or sell orders that are executable against each other. Each of the five firms violated this basic obligation to match executable public customer buy and sell orders and not to fill customer orders through trades from the firm's own account when those customer orders could be matched with other customer orders. Through this conduct, the firms disadvantaged customer orders, which either received inferior prices or went unexecuted altogether, and breached their duty to serve as agents to public customer orders. The illegal conduct took on one of three forms: * Interpositioning. At times from January 1999 through 2003, certain specialists at the five firms bought stock for their firm's dealer account from the customer sell order, and then filled the customer buy order by selling from the dealer account at a higher price - thus realizing a profit for the firm dealer account. Alternatively, the specialists sometimes sold stock into the customer buy order, and then filled the customer sell order by buying for the dealer account at a lower price. In either case, those specialists participated on both sides of trades, thereby capturing the spread between the purchase and sale prices, disadvantaging the other parties to the transaction. Between 1999 and 2003, interpositioning by specialists disadvantaged customers at the five firms in the following amounts: $2,074,303 at Bear Wagner, $9,797,398 at Fleet, $8,689,574 at LaBranche, $8,309,962 at Spear Leeds, and $14,629,743 at Van der Moolen. Moreover, in each of the five firms, the interpositioning transactions were heavily concentrated in a few stocks traded by a small number of specialists at each firm. With certain interpositioning transactions in six stocks at each firm, certain individual specialists engaged in fraud by violating their implied representations to public customers that they were limiting dealer transactions to those "reasonably necessary to maintain a fair and orderly market." None of the specialist firms had in place reasonable systems or procedures to monitor, detect, or prevent those violations. * Trading Ahead. Specialists at the five firms sometimes filled one agency order through a proprietary trade for the firm's account - and thereby improperly "traded ahead" of the other agency order. As a consequence, the customer order that was traded ahead of was disadvantaged by being executed at a price that was inferior to the price received by the dealer account. Unlike "interpositioning," the "trading ahead" violations did not necessarily involve a second specialist proprietary trade into the opposite, disadvantaged agency order. From January 1999 through 2003, trading ahead by certain specialists at the five firms resulted in customer disadvantage in the following amounts: $8,085,348 at Bear Wagner, $26,969,830 at Fleet, $30,969,236 at LaBranche, $19,430,004 at Spear Leeds, and $19,209,087 at Van der Moolen. * Unexecuted Limit Orders. Sometimes, specialists at the five firms traded ahead of executable limit orders - i.e., they improperly effected proprietary trades with customer orders that they should have paired with marketable limit orders. Unlike the "trading ahead" violations described above, in these instances, the disadvantaged limit orders were never executed, but rather were cancelled by the customer before receiving an execution. Between 1999 and 2003, trading ahead of unexecuted limit orders disadvantaged customers in the following amounts: $565,252 at Bear Wagner, $1,246,366 at Fleet, $1,987,630 at LaBranche, $1,036,106 at Spear Leeds, and $1,087,783 at Van der Moolen. The Orders provide that in addition to paying disgorgement for each of the three types of illegal trading, each firm is to pay civil monetary penalties in the following amounts: Bear Wagner to pay $5,534,543, Fleet to pay $21,083,875, LaBranche to pay $21,872,320, Spear Leeds to pay $16,496,406 and Van der Moolen to pay $22,748,491, for a total of $87,735,635 in penalties. The Orders provide that, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, the penalties are to be added to the disgorgement payment to create a Distribution Fund for the benefit of injured customers. A fund administrator is to be appointed to coordinate the return of funds to harmed customers. In the Orders, the Commission finds that each of the five firms willfully committed violations of Section 11(b) and Rule 11b-1 of the Securities Exchange Act of 1934 (Exchange Act). Moreover, the Commission finds that each of the five firms failed reasonably to supervise certain of its specialists who, through certain transactions in six stocks, committed willful violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, with a view toward preventing violations of the federal securities laws within the meaning of Section 15(b)(4)(E) of the Exchange Act. The Orders order that: (1) pursuant to Section 21C of the Exchange Act, each firm cease and desist from committing or causing any violations and any future violations of Section 11(b) of the Exchange Act and Rule 11b-1 thereunder; (2) pursuant to Section 15(b)(4)(E) of the Exchange Act, each firm is censured; (3) each firm shall pay disgorgement in the amounts identified above; (4) each firm shall pay civil penalties in the amounts identified above; (5) the disgorgement and the civil penalties be added to a Fair Fund which shall be maintained in an interest-bearing account and shall be distributed pursuant to a distribution plan drawn up by an administrator to be chosen by the staff of the Commission and the NYSE; and (6) each firm shall comply with a series of undertakings to improve compliance procedures and systems. (Rels. 34-49498, File No. 3-11445; 34-49499, File No. 3-11446; 34-49500, File No. 3-11447; 34-49501, File No. 3-11448; and 34-49502, File No. 3-11449; Press Rel. 2004-42) SEC SUES 16 INDIVIDUALS AND 3 ENTITIES IN CONNECTION WITH $26 MILLION BROKER BRIBERY SCHEME INVOLVING NINE PUBLIC COMPANIES The Commission announced today that it filed a complaint in the federal District Court for the Eastern District of New York against Syndicated Food Service International, Inc. (Syndicated), Nick Pirgousis (Pirgousis), Frank Dolney (Dolney), William Brown, Gary Todd, Mario Casias, Delta Asset Management Company, LLC, William Keeler, William Scott, Iain H.T. Brown, Iain Brown, Fidra Holdings Ltd., Jeffrey Richardson, Peter Moulinos, Michelle Kramish Kain, Joseph Ferragamo, Adam Klein, Christopher Quintana, and Thomas Tanis. The Commission's complaint alleges that from at least June 1997 through February 2003, Pirgousis and Dolney, both former officers and directors of Syndicated, orchestrated a massive broker bribery scheme involving the stock of nine public companies, including Syndicated. The complaint further alleges that through the use of domestic and offshore nominee brokerage accounts, Pirgousis and Dolney sold stock surreptitiously into the public market for personal gain and paid undisclosed kickbacks (often in the form of stock and cash) to boiler rooms responsible for selling the stock to the public. The complaint alleges that Pirgousis and Dolney, in order to conceal their control over large blocks of Syndicated stock, also filed false and misleading periodic reports with the Commission on Syndicated's behalf, and Pirgousis and Dolney failed to file beneficial ownership disclosures with the Commission identifying the stock under their control. The complaint further alleges that Pirgousis and Dolney principally used the Staten Island, New York branch office of Delta Asset Management Company, LLC (Delta), a registered broker-dealer, to sell their stock to the public during the period 2001 through the beginning of 2003, and a New York, New York branch office of LH Ross & Company, Inc. (LH Ross), a registered broker-dealer, during 1999 and 2000. Principals of the Staten Island branch of Delta, Billy Brown and Gary Todd, and a principal of the LH Ross branch, Christopher Quintana, received undisclosed kickbacks from Pirgousis and Dolney as compensation for selling the stocks to brokerage clients through their branch offices. Mario Casias, a registered representative at the Staten Island Delta branch, Joseph Ferragamo, a registered representative of the LH Ross branch office, and Adam Klein, a registered representative at the LH Ross branch office, also received undisclosed kickbacks for selling the stocks to their brokerage clients. The complaint further alleges that Pirgousis, Dolney, William Keeler, the former CEO of Syndicated, and William Scott, a former director of Syndicated, signed periodic filings with the Commission that contained material misrepresentations and omitted material facts. Peter Moulinos and Michelle Kramish Kain, both attorneys, prepared those periodic filings. The complaint also alleges that Thomas Tanis, Syndicated's current CEO, signed and certified a periodic report by Syndicated that contains false statements. The complaint alleges Iain, Sr. and Iain, Jr. controlled the operations of Fidra Holdings Ltd., an offshore entity used by Pirgousis and Dolney to further the kickback scheme and to manipulate the trading in Syndicated's stock. The complaint also alleges that Jeffery Richardson, a former stock trader, among other things, executed manipulative stock trades at the direction of Pirgousis and others. The Commission's complaint charges all defendants, except for Tanis, with violations of the antifraud provisions of the federal securities laws, specifically Section 17(a) of the Securities Act of 1933 (Securities Act), Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act), and Rule 10b-5 thereunder. In addition, the complaint charges Nick Pirgousis, Frank Dolney, Iain Brown, and Iain H.T. Brown with violations of the beneficial stock ownership disclosure provisions of the federal securities laws, specifically Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2 and 16a-3 thereunder. The complaint also charges Syndicated and Pirgousis, Keeler, and Tanis, as control persons of Syndicated, with violations of the corporate reporting requirements of the Exchange Act, specifically Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. Additionally, the complaint alleges that Tanis violated Rule 13a-14 of the Exchange Act by falsely certifying Syndicated's corporate reports in 2003. In its action, the Commission is seeking injunctions, disgorgement from all defendants who received ill-gotten gains, and civil penalties. The Commission also seeks officer and director bars and penny stock bars against certain defendants. [SEC v. Syndicated Food Service International, Inc., et al., 04 CV. 1303 (EDNY) (J. Garaufis)] (LR- 18643) FINAL CONSENT JUDGMENTS ENTERED AGAINST WELLNESS UNIVERSE CORPORATION, SYNPAN CORPORATION, AND GEORGE CHARLES PAPPAS The Commission announced today that the U.S. District Court for the Southern District of New York entered final judgments by consent on March 17 against defendants, Wellness Universe Corporation (Wellness) and Synpan Corporation (Synpan), and their control person, defendant George Charles Pappas (Pappas) of New York, New York, in an action brought by the Commission to stop an ongoing pump and dump scheme perpetrated by the defendants in connection with the sale of Wellness stock. The Commission's complaint alleged that, between approximately mid- December 1999 and mid-February 2000, Pappas caused Synpan and Wellness to issue a series of false or misleading press releases designed to inflate artificially the price of Wellness stock so that the defendants, through certain friends and family members of Pappas, could sell shares of Wellness stock to the public at artificially inflated prices. Without admitting or denying the allegations of the Commission's complaint, Wellness, Synpan, and Pappas have each consented to the entry of a Final Judgment permanently enjoining each from future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, promulgated thereunder. In addition, the Final Judgment to which Pappas has consented requires Pappas to disgorge a total of $1,128,572.24 in ill-gotten gains and prejudgment interest, orders Pappas to pay a $75,000 civil penalty, and imposes on Pappas a penny stock bar and an officer and director bar. That Final Judgment also bars Pappas from ever again offering or selling unregistered securities professionally to investors. Specifically, it will permanently bar Pappas from participating in an unregistered offering "while acting as, on behalf of, or in association with, an issuer, underwriter, broker, or dealer." Previously, on March 15, 2001, the Court entered a Final Judgment by consent as to relief defendants Paul George Pappas, Kyriak W. Pappas, Karyn L. Pappas, and Makypa. Without admitting or denying the allegations of the Commission's complaint, these relief defendants each consented to entry of a Final Judgment ordering that they collectively disgorge a total $2,220,436.41, representing the defendants' ill-gotten gains, plus prejudgment interest, obtained from the sale of Wellness stock during the course of the fraud. [SEC v. Wellness Universe Corporation, Synpan Corporation and George Charles Pappas, Civil Action No. 00 Civ. 1147 SDNY (RMB)] (LR-18644) SEC OBTAINS PERMANENT INJUNCTION AND OTHER RELIEF AGAINST JOHN STEWART, OWNER OF STEWART FINANCE COMPANY AND STEWART NATIONAL FINANCE COMPANY The Commission announced that on March 25 the Honorable C. Ashley Royal of the United States District Court for the Middle District of Georgia, entered an order of permanent injunction and other relief against John Benjamin Stewart (Stewart) of Union Point, Georgia for engaging in unlawful offerings of securities, for which no exemption from registration existed. Stewart engaged in the unregistered offerings individually and through his solely owned companies Stewart Finance Company (SFC) and Stewart National Finance Company (SNFC). Stewart also caused an unregistered offering of securities to be conducted through D&E Acquisitions, Inc. (D&E), a company solely owned by Donald N. Ellis (Ellis). All three companies were based in Greene County Georgia. Judge Royal's order permanently enjoined Stewart from further violating the registration provisions set forth in Sections 5(a) and 5(c) of the Securities Act of 1933. Stewart consented to the entry of the order without admitting or denying the allegations of the Commission's complaint and first amended complaint. Stewart was ordered to pay disgorgement, prejudgment interest and a civil penalty in amounts to be resolved upon motion of the Commission at a later date. The Commission's complaint and first amended complaint alleged that in 1989, SFC commenced a continuous series of offerings to Georgia investors of its subordinated debentures and senior demand notes, and in 1998, SFC sold preferred stock to Georgia investors. Although the initial offers and sales of securities by SFC were purportedly exempt from registration pursuant to the intrastate offering exemption set forth in Section 3(a)(11) of the Securities Act of 1933 (Securities Act), by 1999, SFC could no longer rely on that exemption and was, in fact, engaging in unregistered offers and sales of securities without an exemption from registration. The complaint and amended complaint alleged that in or about August 1999, after learning that SFC could no longer issue securities, Stewart began personally issuing promissory notes to investors and transferring the proceeds of those notes to SFC. The pleadings further alleged that the offers and sales of Stewart's promissory notes were not registered with the Commission and were not exempt from registration, and that in January 2002, SNFC began offering $25 million in variable rate subordinated debentures in a purported private placement pursuant to Regulation D of the Securities Act. The SNFC offering was not exempt from the registration requirements of the Securities Act because the facts and circumstances of the offering required it to be integrated with the prior and contemporaneous non- exempt offerings by SFC and Stewart. The offering through D&E, which occurred from July 2002 through January 2003, unlawfully raised approximately $6 million, and similarly constituted an unregistered offering of securities, which was integrated with the earlier unregistered, non-exempt offerings. [SEC v. John Benjamin Stewart, Jr., Stewart Finance Company, Stewart National Finance Company, Donald N. Ellis and D&E Acquisitions, Inc., Civil Action File No. 3:03-CV-42 (CAR) MDGa.] (LR-18645) SEC SETTLES MARKET MANIPULATION CHARGES AGAINST BONNIEJEAN TIPPETTS The Commission announced today that on March 26 the Honorable Tena Campbell, U.S. District Judge for the District of Utah, Central Division, entered a Final Judgment as to Defendant BonnieJean C. Tippetts of Farmington, Utah. The Commission's complaint alleged that Tippetts was executive assistant and office manager to Allen Wolfson, the defendant who coordinated the stock manipulation of Freedom Surf, Inc. (Freedom Surf) between July and November 2000. Freedom Surf was then a start-up company with offices in Huntington Beach, California. The complaint alleged that Tippetts acted as Wolfson's nominee for opening and controlling three brokerage accounts involved in the manipulation. Although Tippetts was listed as President or Trustee of the respective accounts, Wolfson directed manipulative trades of Freedom Surf stock out of the accounts. In this way, Tippetts aided and abetted Wolfson's securities fraud violations. The complaint also alleged that Tippetts was involved in making unregistered sales of Freedom Surf stock out of the accounts on which she was listed. The Judgment against Tippetts enjoins her from future violations of Sections 5(a) and 5(c) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. The Judgment also bars Tippetts from participating in any offering of penny stock. The Court does not impose a civil penalty in the Judgment against Tippetts, based on her statement of financial condition and supporting documentation submitted to the Commission. For more information about the Commission's complaint, see LR-17756 (Sept. 30, 2002). [SEC v. Wolfson, et al., 2:02 CV-1086 TC (D. Utah)] (LR-18646) INVESTMENT COMPANY ACT RELEASES THE VANGUARD GROUP, INC., ET AL. A notice has been issued giving interested persons until April 22, 2004, to request a hearing on an application filed by The Vanguard Group, Inc., et al. for an order under Section 12(d)(1)(J) of the Investment Company Act for an exemption from Sections 12(d)(1)(A) and (B) of the Act, under Sections 6(c) and 17(b) of the Act for an exemption from Section 17(a) of the Act, and under Section 17(d) of the Act and Rule 17d-1 under the Act to permit (a) certain registered open-end management investment companies to invest uninvested cash and cash collateral in one or more affiliated money market funds and/or short-term bond funds, and (b) the registered investment companies and certain affiliated entities to engage in purchase and sale transactions involving portfolio securities. The order would supersede a prior order. The order also would amend two prior orders. (Rel. IC-26406 - March 29) SELF-REGULATORY ORGANIZATIONS APPROVAL OF PROPOSED RULE CHANGES The Commission has approved a proposed rule change filed by the Stock Clearing Corporation of Philadelphia (SR-SCCP-2001-09) under Section 19(b)(1) of the Securities Exchange Act that will require SCCP specialists and alternate specialists to comply with certain procedures when engaging in short settlement transactions. Publication of the order is expected in the Federal Register during the week of March 29. (Rel. 34-49491) The Commission has approved a proposed rule change filed by the Stock Clearing Corporation of Philadelphia (SR-SCCP-2002-07) under Section 19(b)(1) of the Securities Exchange Act that will amend SCCP Rule 11 to include a transaction in an ex-clearing account whereby both sides have agreed to transmit the transaction to the National Securities Clearing Corporation for clearance and settlement but not through SCCP. Publication of the order is expected in the Federal Register during the week of March 29. (Rel. 34-49492) IMMEDIATE EFFECTIVENESS OF A PROPOSED RULE CHANGES The Depository Trust Company filed a proposed rule change (SR-DTC-2004- 01) under Section 19(b)(1) of the Exchange Act, which became effective upon filing, to terminate DTC's TaxReclaim service. Publication of the proposal is expected in the Federal Register during the week of March 29. (Rel. 34-49489) A proposed rule change (SR-PCX-2004-16) by the Pacific Exchange providing that options on exchange-traded funds will trade until 1:15 p.m. (Pacific Time) each business day has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. . Publication of the proposal is expected in the Federal Register during the week of March 29. (Rel. 34-49495) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE A proposed rule change (SR-AMEX-2004-18) filed by the American Stock Exchange to amend the marketing fee voting procedures pilot program has been filed and has been granted accelerated approval as a pilot project to run though Sept. 30, 2004. Publication of the proposal is expected in the Federal Register during the week of March 29. (Rel. 34-49488) 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 UNIVERSAL AMERICAN FINANCIAL CORP, SIX INTERNATIONAL DRIVE, SUITE 190, RYE BROOK, NY, 10573-1068, 9149345200X253 - 1,079,369 ($12,714,967.00) Equity, (File 333-113988 - Mar. 29) (BR. 01) SB-2 NUTECH DIGITAL INC, 7900 GLORIA AVE, VAN NUYS, CA, 91406, 8189943831X12 - 22,152,169 ($11,104,946.89) Equity, (File 333-113989 - Mar. 29) (BR. 05) S-4 CREDENCE SYSTEMS CORP, 215 FOURIER AVE, FREMONT, CA, 94539, 5106577400 - 0 ($580,606,992.00) Equity, (File 333-113990 - Mar. 29) (BR. 36) SB-2 FIDELITY CAPITAL CONCEPTS LTD, 409 GRANVILLE ST STE 1000, VANCOUVER BRITISH COLUMBIA V6C 1T2, CANADA, A1, 00000, 6046819588 - 2,900,000 ($290,000.00) Equity, (File 333-113991 - Mar. 29) (BR. 09) S-8 WARNING MODEL MANAGEMENT INC, 9440 SANTA MONICA BOULEVARD, SUITE 400, BEVERLY HILLS, CA, 90210, (310) 860-9969 - 50,000,000 ($500,000.00) Equity, (File 333-113992 - Mar. 29) (BR. 08) S-8 CISCO SYSTEMS INC, 170 WEST TASMAN DR, SAN JOSE, CA, 95134-1706, 4085264000 - 6,098,023 ($28,538,747.64) Equity, (File 333-113993 - Mar. 29) (BR. 03) S-8 OPUS RESOURCE GROUP INC, 1949-5TH STREET N, ., ST. PETERSBURG, FL, 33704, 727-823-6988 - 3,600,000 ($3,060,000.00) Equity, (File 333-113994 - Mar. 29) (BR. 08) S-3 ALBERTSONS INC /DE/, 250 PARKCENTER BLVD, P O BOX 20, BOISE, ID, 83726, 2083956200 - 0 ($1,150,000,000.00) Equity, 46,000,000 ($1,150,000,000.00) Non-Convertible Debt, (File 333-113995 - Mar. 29) (BR. 02) S-8 BEXIL CORP, 11 HANOVER SQ, NEW YORK, NY, 10005, 2127850900 - 175,918 ($3,681,963.74) Equity, (File 333-113996 - Mar. 29) (BR. 16) S-3 VION PHARMACEUTICALS INC, 4 SCIENCE PARK, NEW HAVEN, CT, 06511, 2034984210 - 17,242,308 ($55,630,893.00) Equity, (File 333-113997 - Mar. 29) (BR. 01) S-1 SENOMYX INC, 11099 N TORREY PINES ROAD, SUITE 160, LA JOLLA, CA, 92037, 8586468300 - 0 ($97,750,000.00) Equity, (File 333-113998 - Mar. 29) (BR. 01) S-8 PACIFIC CMA INC, 4750 TABLE MESA DR, BOULDER, CO, 80301, 3034943000 - 100,000 ($166,500.00) Equity, (File 333-113999 - Mar. 29) (BR. 05) S-8 PEOPLES FIRST INC, 24 THIRD STREET, OXFORD, PA, 19363-0500, 6109329294 - 0 ($4,790,000.00) Equity, (File 333-114000 - Mar. 29) (BR. 07) S-8 FIFTH THIRD BANCORP, 38 FOUNTAIN SQ PLZ, FIFTH THIRD CENTER, CINCINNATI, OH, 45263, 5135795300 - 22,137,855 ($1,235,070,930.45) Equity, (File 333-114001 - Mar. 29) (BR. 07) SB-2 GILDER ENTERPRISES INC, 3,667,500 ($916,875.00) Equity, (File 333-114002 - Mar. 29) (BR. ) S-8 SIRENZA MICRODEVICES INC, 303 S TECHNOLOGY COURT, BROOMFIELD, CO, 80021, 3033273030 - 1,364,408 ($5,566,784.64) Equity, (File 333-114003 - Mar. 29) (BR. 36) S-3 PSS WORLD MEDICAL INC, 4345 SOUTHPOINT BLVD, STE 250, JACKSONVILLE, FL, 32216, 9043323000 - 8,774,235 ($150,000,000.00) Debt Convertible into Equity, (File 333-114004 - Mar. 29) (BR. 01) S-8 GL ENERGY & EXPLORATION INC, 141 ADELAIDE STREET WEST, SUITE 1004, TORONTO CANADA, A6, M5H 3L5, 416-214-1473 - 10,000,000 ($1,400,000.00) Equity, (File 333-114005 - Mar. 29) (BR. 04) S-3 CHENIERE ENERGY INC, THREE ALLEN CENTER, 333 CLAY STREET SUITE 3400, HOUSTON, TX, 77002-4312, 2815784600 - 1,224,500 ($20,804,255.00) Equity, (File 333-114006 - Mar. 29) (BR. 04) S-8 NRG ENERGY INC, 901 MARQUETTE AVE, SUITE 2300, MINNEAPOLIS, MN, 55402, 6123735300 - 0 ($84,400,000.00) Equity, (File 333-114007 - Mar. 29) (BR. 02) S-3 GERON CORPORATION, 230 CONSTITUTION DRIVE, MENLO PARK, CA, 94025, 6504737700 - 443,603 ($3,615,364.45) Equity, (File 333-114009 - Mar. 29) (BR. 01) S-8 KINETIC CONCEPTS INC /TX/, 8023 VANTAGE DR, SAN ANTONIO, TX, 78230, 210.524.9000 - 0 ($386,650,000.00) Equity, (File 333-114010 - Mar. 29) (BR. 06) N-2 TREMONT OPPENHEIMER ABSOLUTE RETURN FUND, 0 ($1,000,000.00) Equity, (File 333-114012 - Mar. 29) (BR. ) S-8 HEMACARE CORP /CA/, 21101 OXNARD STREET, WOODLAND HILLS, CA, 91367, 818-226-1968 - 1,250,000 ($606,250.00) Equity, (File 333-114013 - Mar. 29) (BR. 01) S-8 CROSSTEX ENERGY INC, C/O CROSSTEX ENERGY, INC., 2501 CEDAR SPRINGS STE 600, DALLAS, TX, 75201, 2149539500 - 0 ($48,240,000.00) Equity, (File 333-114014 - Mar. 29) (BR. 04) S-3 CONCORDE CAREER COLLEGES INC, 8164748002 - 0 ($28,295,962.00) Equity, (File 333-114015 - Mar. 29) (BR. 08) S-3 LA QUINTA PROPERTIES INC, 909 HIDDEN RIDGE SUITE 600, IRVING, TX, 75038, 7814336000 - 0 ($25,500,000.00) Equity, (File 333-114016 - Mar. 29) (BR. 08) S-8 AETHLON MEDICAL INC, 7825 FAY AVENUE SUITE 200, LAJOLLA, CA, 92037, 2129120930 - 1,000,000 ($1,875,000.00) Equity, (File 333-114017 - Mar. 29) (BR. 36) SB-2 FIRST IPSWICH BANCORP /MA, 31 MARKET STREET, IPSWICH, MA, 01938, 9783568257 - 0 ($7,500,000.00) Equity, (File 333-114018 - Mar. 29) (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 ------------------------------------------------------------------------------------------------ ABRAMS INDUSTRIES INC GA X X 03/12/04 ADVANCED NUTRACEUTICALS INC/TX TX X 03/26/04 AMERICAN CRYSTAL SUGAR CO /MN/ MN X 03/29/04 AMERICAN MEDICAL ALERT CORP NY X 03/26/04 AMGEN INC DE X X 03/28/04 AMSCAN HOLDINGS INC DE X X 03/29/04 AMSOUTH AUTO RECEIVABLES LLC X X 03/15/04 ARDEN GROUP INC DE X 03/29/04 ARIAD PHARMACEUTICALS INC DE X X 03/29/04 ARIAD PHARMACEUTICALS INC DE X X 03/29/04 ASCENDANT SOLUTIONS INC DE X X 03/24/04 ASCENDANT SOLUTIONS INC DE X 03/24/04 AMEND ASIAINFO HOLDINGS INC DE X 03/29/04 AVALONBAY COMMUNITIES INC MD X X 03/26/04 AVOCENT CORP DE X X 03/29/04 AXM PHARMA INC NV X X 03/29/04 BAM ENTERTAINMENT INC X X X 12/23/03 BANC OF AMERICA MORTGAGE SECURITIES I DE X X 03/25/04 BANC OF AMERICA MORTGAGE SECURITIES I DE X X 03/29/04 BANC OF AMERICA MORTGAGE SECURITIES I DE X X 03/26/04 BAR HARBOR BANKSHARES ME X 03/29/04 BEAR STEARNS ASSET BACKED SECURITIES DE X X 03/26/04 BEAR STEARNS DEPOSITOR INC TRUST CERT X X 03/15/04 BECTON DICKINSON & CO NJ X X 03/29/04 BETA OIL & GAS INC NV X X 03/29/04 BIOVEST INTERNATIONAL INC MN X X 03/15/04 BJ SERVICES CO DE X 03/29/04 BOSTON RESTAURANT ASSOCIATES INC DE X 03/22/04 BRICKMAN GROUP LTD X 03/29/04 BULLDOG TECHNOLOGIES INC NV X 03/26/04 CABLEVISION SYSTEMS CORP /NY DE X X 03/24/04 CABLEVISION SYSTEMS CORP /NY DE X X X 03/29/04 CAL MAINE FOODS INC DE X X 03/29/04 CALAVO GROWERS INC CA X X 03/29/04 CALLIDUS SOFTWARE INC X X 03/29/04 CAMCO FINANCIAL CORP DE X X 03/26/04 CAN CAL RESOURCES LTD NV X 02/17/04 CAPITAL PARTNERS II LTD LIQUIDATING T TX X 03/19/04 CAPITOL REVOLVING HOME EQUITY LOAN TR MD X 02/20/04 CATERPILLAR FINANCIAL FUNDING CORP NV X X 01/31/04 CATERPILLAR FINANCIAL FUNDING CORP NV X X 02/29/04 CDF FINANCING LLC DE X X 02/29/04 CDF FLOORPLAN RECEIVABLES LP DE X X 02/29/04 CHINDEX INTERNATIONAL INC DE X X 03/29/04 CIRCUIT CITY STORES INC VA X 03/29/04 CITIGROUP GLOBAL MARKETS HOLDINGS INC NY X 03/23/04 CITIGROUP INC DE X 03/19/04 CITIGROUP INC DE X X 03/29/04 CITIZENS FINANCIAL CORP /KY/ KY X X 12/31/03 CLAIMSNET COM INC DE X X X 03/29/04 COMPUTER PROGRAMS & SYSTEMS INC DE X 03/25/04 COOPER COMPANIES INC DE X X 03/24/04 CWABS INC DE X X 03/25/04 CWMBS INC DE X 03/29/04 CWMBS INC DE X X 03/29/04 CYPRESS BIOSCIENCE INC DE X 03/29/04 CYTOMEDIX INC DE X X 03/26/04 CYTYC CORP DE X X 03/24/04 DARLING INTERNATIONAL INC DE X X 01/03/04 DDI CORP CA X X 03/26/04 DIAL CORP /NEW/ DE X X 03/29/04 DIAMOND OFFSHORE DRILLING INC DE X X 03/29/04 DISTRIBUTION FINANCIAL SERVICES FLOOR NY X X 02/29/04 DISTRIBUTION FINANCIAL SERVICES FLOOR NY X X 02/29/04 DIVERSIFIED SECURITY SOLUTIONS INC DE X 03/24/04 DIXON TICONDEROGA CO DE X X 03/29/04 DNB FINANCIAL CORP /PA/ PA X X 03/29/04 DWANGO NORTH AMERICA CORP NV X X 03/19/04 EDUCATION LOANS INC /DE DE X X 03/26/04 EL PASO CORP/DE DE X 03/29/04 ENERGY PRODUCERS INC NV X 03/03/04 ENERGY PRODUCERS INC NV X X X 12/01/03 AMEND ENERGY WEST INC MT X X 03/26/04 EQUITY MARKETING INC DE X X 03/19/04 ESSEX CORPORATION VA X X 03/29/04 EXPEDITORS INTERNATIONAL OF WASHINGTO WA X 03/25/04 AMEND FEDERAL SCREW WORKS MI X X 03/29/04 FIBERNET TELECOM GROUP INC\ DE X X 03/29/04 FINANCIAL ASSET SECURITIES CORP FINAN DE X 12/25/03 AMEND FIRST HORIZON ASSET SECURITIES INC DE X X 03/24/04 FIVE STAR QUALITY CARE INC X X 03/26/04 FOOTSTAR INC DE X X 03/25/04 GARDNER DENVER INC DE X 03/29/04 GASCO ENERGY INC NV X X 03/29/04 GE COMMERCIAL MORTGAGE CORP DE X X 03/25/04 GREY WOLF INC TX X X 03/29/04 GS MORTGAGE SECURITIES CORP DE X 03/25/04 GT DATA CORP NV X 03/29/04 HAIGHTS CROSS COMMUNICATIONS INC DE X X 03/23/04 HANOVER DIRECT INC DE X X 03/26/04 HASTINGS ENTERTAINMENT INC TX X X 03/29/04 HAWK CORP DE X X 03/29/04 HEALTHAXIS INC PA X X 03/29/04 HEALTHCARE REALTY TRUST INC MD X X 03/25/04 HEALTHRENU MEDICAL INC CO X X 03/23/04 HOLLYWOOD ENTERTAINMENT CORP OR X X 03/29/04 HOOKER FURNITURE CORP VA X 03/25/04 HOVNANIAN ENTERPRISES INC DE X X 03/29/04 HUTTIG BUILDING PRODUCTS INC DE X X 03/19/04 AMEND IBSG INTERNATIONAL INC FL X X 01/12/04 AMEND IMAGING DIAGNOSTIC SYSTEMS INC /FL/ FL X 03/29/04 IMH ASSETS CORP DE X X X 03/29/04 INDYMAC MBS INC RESIDENTIAL ASSET SE X X 12/29/03 INSITE VISION INC DE X X 03/29/04 INTERNATIONAL WIRE GROUP INC DE X X X 03/24/04 INTRUSION INC DE X X 03/26/04 ITXC CORP NJ X 03/29/04 J C PENNEY CO INC DE X 03/29/04 JAMESON INNS INC GA X X 03/29/04 JLG INDUSTRIES INC PA X 03/29/04 K&F INDUSTRIES INC DE X X 03/29/04 KEY ENERGY SERVICES INC MD X X X 03/29/04 KIWA BIO-TECH PRODUCTS GROUP CORP UT X X X 03/12/04 KONTRON MOBILE COMPUTING INC MN X X 03/29/04 LANCER CORP /TX/ TX X X 03/26/04 LANDSTAR SYSTEM INC DE X 03/29/04 LASERSIGHT INC /DE DE X X 02/29/04 LIFEWAY FOODS INC IL X X 03/29/04 LINCOLN NATIONAL CORP IN X 12/31/03 LIVESTAR ENTERTAINMENT GROUP INC NV X X 10/24/03 AMEND LYONDELL CHEMICAL CO DE X X 03/28/04 MAKEMUSIC INC MN X X 03/29/04 MCCORMICK & CO INC MD X X 03/29/04 MEDICAL STAFFING NETWORK HOLDINGS INC DE X X 03/29/04 MEGA GROUP INC NY X X X 02/26/04 MELLON FINANCIAL CORP PA X 03/16/04 MERRILL LYNCH & CO INC DE X X 03/29/04 METALDYNE CORP DE X X X 03/29/04 MID-AM SYSTEMS INC/ DE DE X X 02/27/04 MILLENNIUM CHEMICALS INC DE X X 03/28/04 MINGHUA GROUP INTERNATIONAL HOLDINGS NY X X 03/29/04 MISSISSIPPI CHEMICAL CORP /MS/ MS X X 03/25/04 MOORE MEDICAL CORP DE X X 03/26/04 MORGAN STANLEY DE X 03/26/04 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 03/26/04 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 03/26/04 NATIONAL HEALTH INVESTORS INC MD X 03/29/04 NATIONAL RESIDENTIAL PROPERTIES NV IN NV X X 03/12/04 NAVISTAR FINANCIAL SECURITIES CORP DE X 02/29/04 NCO GROUP INC PA X X 12/12/03 AMEND NELNET STUDENT LOAN FUNDING LLC X X 03/25/04 NEOMAGIC CORP DE X 03/26/04 NETBANK INC GA X X 03/29/04 NEUROGEN CORP DE X 03/26/04 NEUROGEN CORP DE X 03/26/04 NEW WORLD RESTAURANT GROUP INC DE X X 03/26/04 NIAGARA CORP DE X X 03/29/04 NOVASTAR MORTGAGE FUNDING TRUST SERIE DE X X X 03/11/04 OGE ENERGY CORP OK X X 03/26/04 OKLAHOMA GAS & ELECTRIC CO OK X X 03/26/04 ORAGENICS INC FL X X 03/26/04 ORASURE TECHNOLOGIES INC DE X X 03/26/04 OSTEOTECH INC DE X 03/25/04 OUTLOOK GROUP CORP WI X 03/29/04 P&F INDUSTRIES INC DE X X 03/29/04 PACIFIC ENERGY PARTNERS LP X X 03/24/04 PARAGON TECHNOLOGIES INC PA X X 03/17/04 PARK CITY GROUP INC DE X 03/29/04 PENN TREATY AMERICAN CORP PA X X 03/25/04 PENN VIRGINIA RESOURCE PARTNERS L P DE X X 03/25/04 PER SE TECHNOLOGIES INC DE X X 03/29/04 PERFECTDATA CORP CA X 03/22/04 PHEAA STUDENT LOAN TRUST I DE X X 03/16/04 POWERLINX INC NV X X 03/29/04 PRIME GROUP REALTY TRUST MD X 03/26/04 PRINCIPAL LIFE INSURANCE CO IA X 03/29/04 PSS WORLD MEDICAL INC FL X 03/29/04 QUALITY DISTRIBUTION INC FL X X 03/29/04 QUOVADX INC DE X X 03/29/04 RADIANT SYSTEMS INC GA X 01/13/04 AMEND RAYTECH CORP DE X 03/29/04 REALTY INCOME CORP MD X X 03/23/04 RESIDENTIAL ACCREDIT LOANS INC DE X X 03/29/04 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 03/29/04 ROBOCOM SYSTEMS INTERNATIONAL INC NY X 03/29/04 ROXIO INC DE X 03/29/04 SANDS REGENT NV X X 03/25/04 SCHWAB CHARLES CORP DE X 03/29/04 SECURITISATION ADVISORY SERVICES PTY X X 03/22/04 SECURITIZED ASSET BACKED RECEIVABLES X X 03/25/04 SHARPER IMAGE CORP DE X X 03/29/04 SHEFFIELD PRODUCTS INC / DE DE X X 02/27/04 SLM EDUCATION CREDIT FUNDING LLC X X 03/15/04 SLM FUNDING LLC DE X X 03/15/04 SONUS NETWORKS INC DE X 03/29/04 SPECTRX INC DE X X 03/29/04 ST PAUL COMPANIES INC /MN/ MN X X 03/29/04 STARTEK INC DE X 03/22/04 STATE STREET CORP MA X 03/22/04 STATION CASINOS INC NV X X 03/29/04 STEEL CITY PRODUCTS INC DE X X 03/29/04 STEWART & STEVENSON SERVICES INC TX X X 03/29/04 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X X 03/26/04 STUDIO II PRODUCTIONS INC FL X X 02/27/04 SWITCHBOARD INC DE X 03/25/04 SYKES ENTERPRISES INC FL X X 03/29/04 SYLVAN INC NV X X 03/26/04 SYNERGY 2000 INC X X 02/24/04 T REIT INC VA X X 03/18/04 T REIT INC VA X 01/20/04 AMEND TEL OFFSHORE TRUST TX X X X 03/26/04 TELECOMMUNICATION SYSTEMS INC /FA/ X 01/13/04 AMEND TELEDYNE TECHNOLOGIES INC DE X X 03/29/04 TRANSGENOMIC INC DE X X 03/29/04 TRANSKARYOTIC THERAPIES INC DE X X 03/26/04 TRANSOCEAN INC E9 X 03/29/04 TRAVELERS PROPERTY CASUALTY CORP CT X X 03/29/04 TROPICAL SPORTSWEAR INTERNATIONAL COR FL X 03/29/04 TYSON FOODS INC DE X 03/29/04 UNIVERSAL AUTOMOTIVE INDUSTRIES INC / DE X 01/12/04 AMEND USB HOLDING CO INC DE X X 03/25/04 UTAH MEDICAL PRODUCTS INC UT X 03/26/04 VALCOM INC DE X X 03/29/04 VANTAGEMED CORP DE X X 03/26/04 VCAMPUS CORP DE X 03/23/04 VECTREN CORP IN X 03/26/04 VERMONT TEDDY BEAR CO INC NY X 03/26/04 VIDEO CITY INC DE X 03/29/04 VION PHARMACEUTICALS INC DE X X 03/29/04 VOICE POWERED TECHNOLOGY INTERNATIONA CA X X X X 03/25/04 VOLUME SERVICES AMERICA HOLDINGS INC DE X 03/26/04 WELLS FARGO ASSET SECURITIES CORP DE X X 03/29/04 WELLS REAL ESTATE INVESTMENT TRUST II MD X X 03/19/04 WESTON TECHNOLOGIES CORP DE X X 03/26/03 WILLIAMS SCOTSMAN INC MD X 03/29/04 WILMINGTON REXFORD INC DE X X 03/25/04