SEC NEWS DIGEST Issue 2002-70 April 11, 2002 COMMISSION ANNOUNCEMENTS RESULTS OF TODAY'S OPEN MEETING The Commission adopted a proposal to amend the definition of "equity security" in rules under the Securities Act of 1933 and the Securities Exchange Act of 1934 to include a security future. The amendment will conform the definitions to the statutory changes made by the Commodity Futures Modernization Act of 2000 to the definition of "security" in the Securities Act and definitions of "security" and "equity security" in the Exchange Act with respect to security futures. The Commission approved publication for public comment of proposals to accelerate the filing of Exchange Act quarterly and annual reports. The proposals also would require companies to disclose in their annual reports whether they provide access to their annual, quarterly and current reports on Form 8-K on their websites. If a company does not provide website access to its reports, it would have to state the reasons why it does not provide such access. The proposed amendments are part of the changes to the corporate disclosure rules that the Commission announced its intention to propose in Press Release 2002-22 on February 13, 2002. The Commission approved publication for public comment of proposing amendments to Exchange Act Form 8-K, the form companies use to file current reports. The proposed amendments would require companies with a class of equity securities registered under Section 12 of the Exchange Act to report on Form 8-K: (1) directors' and executive officers' transactions in company equity securities; (2) directors' and executive officers' arrangements for the purchase and sale of company equity securities intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1; and (3) loans of money to a director or executive officer made or guaranteed by the company collateralized by the director's or executive officer's company equity securities. The proposed amendments are part of the changes to the corporate disclosure rules that the Commission announced its intention to propose in Press Release 2002-22 on February 13, 2002. The Commission approved publication for public comment of a proposed new rule 203A-2(f) under the Investment Advisers Act of 1940, which would permit certain investment advisers that provide advisory services through interactive Internet websites to register with the Commission instead of state securities authorities. The Commission adopted a new registration form, Form N-6, for insurance company separate accounts registered as unit investment trusts that offer variable life insurance policies. The form is to be used by these separate accounts to register under the Investment Company Act of 1940 and to offer their securities under the Securities Act of 1933. The form will focus prospectus disclosure on essential information that will assist investors in deciding whether to invest in a particular variable life insurance policy, and will streamline the registration process by replacing two forms that were not specifically designed for variable life insurance policies with a single form tailored to these products. The Commission also adopted an amendment to Form N-1A, the form used by mutual funds to register under the Investment Company Act and to offer their shares under the Securities Act, to require a fee table for mutual funds that offer their shares as investment options exclusively for variable life insurance policies and variable annuity contracts. The Commission approved publication for public comment of proposed amendments to Form N-4, the registration form for insurance company separate accounts that are registered as unit investment trusts and that offer variable annuity contracts. The proposed amendments would revise the format of the fee table of Form N-4 to require disclosure of the range of expenses for all of the mutual funds offered through the separate account, rather than disclosure of the expenses of each fund. These and other proposed technical amendments to the fee table would conform the treatment of fund expenses in Form N-4 to that in proposed Form N-6, a registration form for variable life insurance policies that will be considered for adoption by the Commission, and Form N-1A, the registration form used by mutual funds. ENFORCEMENT PROCEEDINGS IN THE MATTER OF LEE GAHR An Administrative Law Judge has issued an Order Entering Default, Making Findings, And Imposing Remedial Sanction in Administrative Proceeding No. 3-10648, Lee E. Gahr. In August 2001, the United States District Court for the District of Nevada entered a final judgment permanently enjoining Gahr from violating the antifraud provisions of the federal securities laws. The administrative proceeding was brought under Section 15(b)(6) of the Securities Exchange Act of 1934 to determine whether, in light of the injunction, Gahr should be barred from participating in any offering of penny stock. The Order Entering Default was issued against Gahr after he failed to answer the allegations set forth in the Order Instituting Proceedings. (Rel. 34- 45722; File No. 3-10648) SEC INSTITUTES AND SETTLES PROCEEDINGS AGAINST PHOENIX FIRM AND TWO INDIVIDUALS FOR ACTING AS UNREGISTERED BROKERS AND SELLING UNREGISTERED PROMISSORY NOTES IN CONNECTION WITH AN INTERNATIONAL GOLD TRADING SCHEME On April 10, the Commission instituted and simultaneously settled public administrative and cease-and-desist proceedings against South West Trading Diversities, Inc. (South West) and its president, Darrell Flanders, both of Phoenix, Arizona, as well as an independent contractor for South West, Ronald Nelson Weems, formerly of Phoenix and currently of Fairfield, Connecticut. The Commission found that Flanders, Weems and South West willfully violated Sections 5(a) and 5(c) of the Securities Act of 1933 by selling unregistered securities, and violated Section 15(a) of the Securities Exchange Act of 1934 by acting as unregistered brokers. Specifically, the SEC found that, from October through December 2000, Flanders, Weems and South West offered for sale to prospective investors unregistered promissory notes issued by Big Country AGS, Inc. d/b/a AGS, Inc. (AGS), a Texas corporation based in Sweetwater, Texas. The notes purported to bear interest at the rate of 5% per month, and to be payable in full within 30 days of written demand for payment. Investors received offering materials that stated that the funds AGS received from the sale of promissory notes would be used to trade gold bullion in the Republic of Ghana and the United Kingdom. Seven of the investors solicited by Weems, Flanders and South West purchased a total of $440,000 worth of the AGS promissory notes. Neither South West, Weems nor Flanders has ever been registered with the Commission as a broker or dealer. Without admitting or denying the SEC's findings, Weems, South West and Flanders consented to the entry of an order that requires them to cease and desist from committing or causing any violation and any future violation of Sections 5(a) and 5(c) of the Securities Act of 1933 and Section 15(a) of the Securities Exchange Act of 1934, and that bars them from association with any registered broker or dealer, with the right to apply for association with a registered broker or dealer after 18 months. Flanders also agreed to pay a civil money penalty of $15,000, and Weems agreed to pay a civil money penalty of $10,000. (In the Matter of Darrell Flanders and South West Trading Diversities, Inc. - Rels. 33-8083, 34-45723, File No. 3-10752; In the Matter of Ronald Nelson Weems - Rels. 33-8084, 34-45724, File No. 3-10753) CIVIL ACTION AGAINST FONECASH, INC. AND DANIEL CHARBONEAU The Commission announced today that it has filed a complaint in the United States District Court for the District of Columbia against FoneCash, Inc. (FoneCash), a Delaware corporation with its principal office located in New York, New York, and Daniel E. Charboneau (Charboneau), its president, chief executive officer and chairman of the board. The complaint alleges that a registration statement and amendments, filed with the Commission by FoneCash in December 2001, January 2002, and March 2002, and signed by Charboneau, contain material misrepresentations and omissions. Such misrepresentations include, among other things, the claim that FoneCash manufactures credit card terminals under a specified patent to which it obtained the exclusive rights in 1997, when in fact, the patent had lapsed in 1993. The complaint further alleges that Fonecash maintains a website which grossly misrepresents the company's business and, through Charboneau, has distributed via the internet several misleading press releases which falsely describe various mergers and acquisitions. The complaint seeks preliminary and permanent injunctions enjoining the defendants from further violations of Section 17(a) of the Securities Act of 1933 and Sections 10(b) and 13(a) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder, and enjoining Charboneau from further violations of Section 16(a) of the Exchange Act and Rules 16a-2 and 16a-3 thereunder. The Commission further seeks the disgorgement of all ill-gotten gains with prejudgment interest, and the imposition of civil penalties against the defendants. The Commission also instituted proceedings under Section 8(d) of the Securities Act of 1933 to determine whether a stop order should be issued suspending the effectiveness of the FoneCash registration statement and amendments. For tips on how to avoid Internet "pump-and-dump" stock manipulation schemes, visit http://www.sec.gov/investor/online/pump.htm. For more information about Internet fraud, visit http://www.sec.gov/divisions/enforce/internetenforce.htm. To report suspicious activity involving possible Internet fraud, visit http://www.sec.gov/complaint.shtml. For further information see 33- 8079. [SEC v. FoneCash, Inc., and Daniel E. Charboneau, Civil Action No. 1:02CV00651RJL, D.D.C.] (LR-17464) SEC FILES SETTLED CIVIL FRAUD INJUNCTIVE ACTION AGAINST XEROX CORPORATION; COMPANY AGREES TO PAY $10 MILLION FINE, RESTATE ITS FINANCIAL RESULTS AND CONDUCT SPECIAL REVIEW OF ITS ACCOUNTING CONTROLS The Commission announced today that on April 11 it filed a settled action for securities fraud against Xerox Corporation in the United States District Court for the Southern District of New York. The SEC alleges in its complaint that from at least 1997 through 2000, Xerox engaged in a scheme to defraud investors by using a variety of undisclosed accounting maneuvers -- most of which failed to comply with generally accepted accounting principles (GAAP) -- to meet or exceed Wall Street expectations and disguise its true operating performance. These actions accelerated Xerox' recognition of equipment revenue by over $3 billion and increased its pre-tax earnings by approximately $1.5 billion over the four-year period from 1997 through 2000. The complaint alleges that these accounting actions, which often were approved, implemented and tracked by senior Xerox management, had a dramatic impact on Xerox's reported performance, generating, for example, 37% of the company's reported pre-tax earnings in the fourth quarters of both 1998 and 1999, and resulting in nearly $3 of every $10 of Xerox's annual reported pre-tax profits by 1998. The allegations in the complaint center around seven different accounting actions, which include undisclosed non-GAAP accounting actions that accelerated the recognition of revenue from its equipment lease arrangements, overstated earnings through the use of so-called "cookie jar" reserves and interest income from tax refunds, disguised loans as asset sales, and otherwise manipulated its accounting. The complaint alleges that without these accounting actions, Xerox would have fallen short of market earnings expectations, often by wide margins, in virtually every reporting period from 1997 through 1999. Without admitting or denying the allegations of the complaint, Xerox consented to the entry of a Final Judgment that permanently enjoins the company from violating the antifraud, reporting and recordkeeping provisions of the federal securities laws, specifically Section 17(a) of the Securities Act of 1933 and Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5, 13a-1, 13a-13, 12b-20 and 13b2-1 promulgated thereunder. In addition, Xerox agreed to pay a $10 million civil penalty, to restate its financial results for the years 1997 through 2000, and to have its board of directors appoint a committee composed entirely of outside directors to review the company's material internal accounting controls and policies. [SEC v. Xerox Corporation, Civil Action No. 02 CV 2780 (S.D.N.Y.) (filed April 11, 2002)] (LR 17465.) Finally, as part of the settlement of this action, the Commission entered an Order exempting Xerox from certain filing requirements of the Exchange Act to extend, until June 30, 2002, the date by which Xerox and its finance subsidiary, Xerox Credit Corporation, may file annual reports on Forms 10-K for the fiscal year ended December 31, 2001, and quarterly reports on Forms 10-Q for the quarter ended March 31, 2002. [SEC v. Xerox Corporation, Civil Action No. 02 CV 2789, DLC, SDNY] (LR-17465; AAE Rel. 1542); (Rel. 34- 45730) JUDGMENTS ENTERED AGAINST COMMERCIAL EXPRESS, LLC, PROGRESSIVE FINANCIAL, INC. AND NEXGEN FINANCIAL CORPORATION The United States District Court for the District of Colorado has entered final judgments imposing permanent injunctive and other relief against Commercial Express, LLC (Commercial) and Progressive Financial, Inc. (Progressive) in a case the Commission filed against these and other defendants in September of 1998. The Commission alleged that Commercial and Progressive violated the antifraud and registration provisions of the securities laws by offering and selling Commercial securities by way of false, misleading and incomplete information. The Court also entered a final judgment against Nexgen Financial Corporation (Nexgen), one of the relief defendants in the action. The final judgments against Commercial and Progressive were entered by default on March 18, 2002, and permanently enjoin these defendants from violating Sections 17(a)(1), (2) and (3) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The judgments further order that Commercial and Progressive are jointly and severally liable for disgorgement of $15,545,959.73 and prejudgment interest of $6,386,910.74, and they impose civil penalties of $550,000 on each of Commercial and Progressive. The final judgment against relief defendant Nexgen was entered by default on March 18, 2002. The Commission alleged that Nexgen had received funds from Commercial and Progressive that were generated by the fraudulent scheme. The judgment orders that Nexgen is liable for disgorgement of $1,754,597.85 and prejudgment interest of $720,859.96. [SEC v. Commercial Express, LLC, et al., Civil Action No. 98-M-2014, USDC, Colorado] (LR-17466) SEC CHARGES FORMER AQUARION COMPANY DIRECTOR AND RELATIVES WITH INSIDER TRADING The Commission today filed a civil action charging nine defendants, including a former director of Aquarion Company-a water utility based in Bridgeport, Connecticut-with insider trading in Aquarion stock. To settle the case, the nine defendants have consented to be permanently enjoined from violating the antifraud provisions of the Securities Exchange Act of 1934 (Exchange Act) and to pay a total of more than $880,000 in disgorgement, prejudgment interest, and civil money penalties. The Commission's complaint alleges the following: before the June 1, 1999 public announcement that Aquarion would be acquired by Yorkshire Water, plc, Geoffrey Etherington II-then a director of Aquarion-tipped his sons Charles E. Etherington and Harold W. Etherington, Harold's wife Nora H. Etherington, and a company owned by Harold and Nora Etherington, about the impending sale. These four tippees bought a total of 15,847 Aquarion shares. Geoffrey Etherington also tipped his wife, Marie A. Etherington, and she passed on the tip to her mother Nellie M. Cardi, her son from a previous marriage Christopher D. Anderson, and Christopher's wife Alison J. Anderson. These three tippees bought a total of 17,994 Aquarion shares. When the announcement of the sale drove up the stock price, the defendants made illegal profits of $233,400. Without admitting or denying the Commission's allegations, the defendants consented to the entry of final judgments enjoining them from violating Exchange Act Section 10(b) and Exchange Act Rule 10b-5, ordering full disgorgement of the illegal profits with prejudgment interest, and civil money penalties totaling nearly $600,000. The Commission thanks the New York Stock Exchange for its cooperation in this matter. [SEC v. Geoffrey Etherington II, Marie A. Etherington, Harold W. Etherington, Nora H. Etherington, A&D Components Inc., Charles E. Etherington, Christopher D. Anderson, Alison J. Anderson, and Nellie M. Cardi; No. 1:02CV00691 (PLF)(D.D.C.] (LR-17467) INVESTMENT COMPANY ACT RELEASES ASSETMARK FUNDS AND ASSETMARK INVESTMENT SERVICES, INC. A notice has been issued giving interested persons until May 3, 2002, to request a hearing on an application filed by AssetMark Funds and AssetMark Investment Services, Inc. for an order granting an exemption from Section 15(a) of the Investment Company Act and Rule 18f-2 under the Act. The order would permit the applicants to enter into and materially amend subadvisory agreements without shareholder approval and grant relief from certain disclosure requirements. (Rel. IC-25517 - April 9) AMERICAN ENTERPRISE LIFE INSURANCE COMPANY, ET AL. A notice has been issued giving interested persons until April 30 to request a hearing on an application filed by The American Enterprise Life Insurance Company, Kemper Investors Life Insurance Company, MetLife Investors Insurance Company, MetLife Investors Insurance Company of California, First MetLife Investors Insurance Company, Sun Life Assurance Company of Canada (U.S.), and Sun Life Insurance and Annuity Company of New York (collectively, the Insurance Company Applicants), American Enterprise Variable Annuity Account, American Enterprise Variable Life Account, KILICO Variable Separate Account-2, KILICO Variable Series II Separate Account, KILICO Variable Series III Separate Account, KILICO Variable Series VI Separate Account, MetLife Investors Variable Annuity Account One, MetLife Investors Variable Annuity Account Five, MetLife Investors Variable Life Account One, MetLife Investors Variable Annuity Account Five, First MetLife Investors Variable Annuity Account One, Sun Life of Canada (U.S.) Variable Account F, Sun Life of Canada (U.S.) Variable Account G, Sun Life of Canada (U.S.) Variable Account I, and Sun Life (N.Y.) Variable Account C (collectively, the Accounts) (together with the Insurance Company Applicants, the Applicants.) Applicants request an order to permit the substitutions by the Insurance Company Applicants of shares of one or more investment portfolios held by one or more of the Accounts, to support variable annuity or variable life insurance contracts issued by the Insurance Company Applicants. (Rel. IC-22518 - April 10) HOLDING COMPANY ACT RELEASES XCEL ENERGY INC., ET AL. A notice has been issued giving interested persons until May 6, 2002, to request a hearing on a proposal by Xcel Energy Inc. (Xcel), a registered holding company; Northern States Power Company (Minnesota) (NSP-M), Northern States Power Company (Wisconsin) (NSP-W), Public Service Company of Colorado (PSCO), Southwestern Public Service Company (SPS), all public utility subsidiary companies of Xcel; XERS Inc. (XERS), a nonutility subsidiary company of Xcel; Xcel Energy Markets Holdings Inc. (XEMH), an intermediate holding company of Xcel; and e prime inc. (e prime), a nonutility subsidiary company of Xcel, (collectively, Applicants), for (a) NSP-M and PSCO to expand their appliance warranty and repair programs offered to residential customers to include home inspections and electrical and plumbing services; (b) NSP-W, SPS and XERS to offer similar home services to residential customers that NSP-M and PSCO offer, including the proposed home inspections and electrical and plumbing services; (c) XEMH, e prime and their current and future subsidiaries to engage in energy marketing and brokering activities in Canada; and (d) Xcel, XEMH, e prime, and the current and future subsidiaries of XEMH and e prime to invest up to $750 million in various energy assets that are incidental and related to their marketing and brokering business. (Rel. 35-27515) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change filed by the American Stock Exchange (SR-Amex- 2002-28) relating to the implementation of a start-up fee for specialist participants in the Exchange's program to trade Nasdaq securities on an unlisted basis has become effective under Section 19(b)(3)(A)(ii) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of April 15. (Rel. 34-45719) PROPOSED RULE CHANGES The National Futures Association filed a proposed rule change (SR-NFA- 2002-02) under Section 19(b)(7) of the Securities Exchange Act of 1934 related to broker-dealer registration, fair commissions, and best execution obligations with respect to security futures products. Publication of the proposal is expected in the Federal Register during the week of April 15. (Rel. 34-45720) The National Association of Securities Dealers filed a proposed rule change (SR-NASD-2002-12) and Amendment No. 1 thereto under Section 19(b)(1) of the Securities Exchange Act of 1934. The proposed rule change would require NASD member broker-dealers that enter into subordination agreements to execute a Subordination Agreement Investor Disclosure Document as part of those agreements. Publication of the proposal is expected in the Federal Register during the week of April 15. (Rel. 34-45721) DELISTING GRANTED An order has been issued granting the application of the Pacific Exchange to strike from listing and registration the Common Stock, $.01 par value, and Depositary Shares, of IT Group, Inc., effective at the opening of business on April 11, 2002. (Rel. 34-45725) SECURITIES ACT REGISTRATIONS The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue. Registration statements may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . S-4 GRAPHIC PACKAGING CORP, 4455 TABLE MOUNTAIN DR, GOLDEN, CO, 80403, 3032154600 - 0 ($300,000,000.00) Non-Convertible Debt, (File 333-85932 - Apr. 10) (BR. ) S-8 TREND MICRO INC, ODAKYU SOUTHERN TOWER 10F 2-1 YOYOGI 2, CHOME SHIBUYA-KU, TOKYO 151-8583 JAPAN, M0, 00000, 0 ($21,561,398.33) Equity, (File 333-85934 - Apr. 10) (BR. 03) S-8 BEARD CO /OK, 5600 N MAY AVE, STE 320, OKLAHOMA CITY, OK, 73112, 4058422333 - 312,500 ($609,375.00) Equity, (File 333-85936 - Apr. 10) (BR. 02) S-4 MANITOWOC CO INC, P O BOX 66, MANITOWOC, WI, 54221-0066, 9206844410 - 0 ($95,221,000.00) Equity, (File 333-85938 - Apr. 10) (BR. 36) S-8 ASP VENTURES CORP, 1177 WEST HASTINGS STREET, #1818, VANCOUVER, BC CANADA V6E2K3, 6046844691 - 1,061,878 ($159,282.00) Equity, (File 333-85946 - Apr. 10) (BR. 09) S-8 INVESTMENT TECHNOLOGY INC, 9522 MALASANA COURT, LAS VEGAS, NV, 89147, 7026566448 - 20,000,000 ($200,000.00) Equity, (File 333-85948 - Apr. 10) (BR. 09) SB-2 SOUTHERN COMMUNITY BANCSHARES INC, 525 NORTH JEFF DAVIS DRIVE, FAYETTEVILLE, GA, 30214, 7704614365 - 0 ($8,000,000.00) Equity, (File 333-85952 - Apr. 10) (BR. 07) S-3 JP MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP, C/O STATE STREET BANK & TRUST CO, TWO INTERNATIONAL PLACE 5TH FLOOR, BOSTON, MA, 02110, 2126483063 - 0 ($7,781,566,385.22) Mortgage Backed Securities, (File 333-85954 - Apr. 10) (BR. 05) S-3 ALPHA TECHNOLOGIES GROUP INC, 11990 SAN VICENTE BLVD, SUITE 350, LOS ANGELESENA, CA, 90049, 6267999171 - 110,000 ($313,500.00) Equity, (File 333-85956 - Apr. 10) (BR. 36) S-8 COLLECTORS UNIVERSE INC, 1936 DEERE ST, STE 102, SANTA ANA, CA, 92705, 9495671234 - 0 ($1,450,000.00) Equity, (File 333-85962 - Apr. 10) (BR. 08) S-8 TIREX CORP, 3828 ST PATRICK, MONTREAL QUEBEC, A8, H4E1A4, 5148780727 - 16,640,238 ($382,725.00) Equity, (File 333-85964 - Apr. 10) (BR. 36) S-8 WINTON FINANCIAL CORP, 5511 CHEVIOT ROAD, CINCINNATI, OH, 45247, 5133853880 - 401,530 ($4,220,147.00) Equity, (File 333-85966 - Apr. 10) (BR. 07) S-8 ADVANCED NEUROMODULATION SYSTEMS INC, 6501 WINDCREST DRIVE SUITE 100, PLANO, TX, 75024, 9723098000 - 180,000 ($5,844,600.00) Other, (File 333-85968 - Apr. 10) (BR. 36) S-8 CARING PRODUCTS INTERNATIONAL INC, 200 FIRST AVE WEST, STE 200, SEATTLE, WA, 98119, 2062826040 - 5,000,000 ($4,875,000.00) Equity, (File 333-85970 - Apr. 10) (BR. 02) S-8 ALCIDE CORP, 8561 154TH AVE NE, REDMOND, WA, 98052, 2068822555 - 0 ($6,448,750.00) Equity, (File 333-85974 - Apr. 10) (BR. 02) S-3 FOX ENTERTAINMENT GROUP INC, 1211 AVE OF THE AMERICAS, NEW YORK, NY, 10036, 2128527000 - 0 ($2,500,000,000.00) Other, (File 333-85978 - Apr. 10) (BR. 05) S-1 BROOKLINE BANCORP INC, 160 WASHINGTON STREET, BROOKLINE, MA, 02147, 6177303500 - 0 ($337,237,500.00) Equity, (File 333-85980 - Apr. 10) (BR. 07) S-8 GORMAN RUPP CO, 305 BOWMAN ST, PO BOX 1217, MANSFIELD, OH, 44901, 4197551011 - 250,000 ($6,827,500.00) Equity, (File 333-85982 - Apr. 10) (BR. 36) S-8 REGMA BIO TECHNOLOGIES LTD, UNIT 217, PLAZA, KINGS ROAD, LONDON, ENGLAND, A8, SW10OSZ, 011 44 207 351 0005 - 7,500,000 ($18,000,000.00) Equity, (File 333-85984 - Apr. 10) (BR. 09) SB-2 AMERICAN BANK INC, 4029 WEST TILGHMAN STREET, ALLENTOWN, PA, 18104, (610) 366-1800 - 756,643 ($5,046,809.00) Equity, (File 333-85986 - Apr. 10) (BR. 07) S-8 MFIC CORP, 30 OSSIPEE RD, P O BOX 9101, NEWTON, MA, 02464-9101, 6179695452 - 0 ($160,000.00) Equity, (File 333-85988 - Apr. 10) (BR. 36) S-3 CELL PATHWAYS INC /DE, 702 ELECTRONIC DRIVE, HORSHAM, PA, 19044, 2157063800 - 2,987,636 ($11,980,421.00) Equity, (File 333-85990 - Apr. 10) (BR. 01) SB-2 CIMNET INC/PA, 946 WEST PENN AVENUE, ROBESONIA, PA, 19551, 3072345310 - 746,965 ($1,000,000.00) Equity, (File 333-85992 - Apr. 10) (BR. 04) S-1 MEWBOURNE ENERGY PARTNERS 02-A LP, P O BOX 7698, TYLER, TX, 75711, 9035612900 - 0 ($36,000,000.00) Limited Partnership Interests, (File 333-85994 - Apr. 10) (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 ---------------------------------------------------------------------------------- ADRIATIC HOLDINGS LTD X 04/10/02 ADVANCED AERODYNAMICS & STRUCTURES IN DE X X 03/26/02 AMC ENTERTAINMENT INC DE X X 06/27/02 APPLIANCE RECYCLING CENTERS OF AMERIC MN X X 04/10/02 ARDENT COMMUNICATIONS INC DE X X 01/31/02 ASBURY AUTOMOTIVE GROUP INC DE X X 04/10/02 ATALANTA SOSNOFF CAPITAL CORP /DE/ DE X X 04/10/02 AMEND ATLANTIC DATA SERVICES INC MA X X 03/26/02 AUTO WHOLESALE SPECIALISTS INC FL X X X X X 04/03/02 AUXER GROUP INC DE X 03/18/02 AVENUE ENTERTAINMENT GROUP INC /DE/ X 03/25/02 BEAZER HOMES USA INC DE X X 04/04/02 BROADCOM CORP CA X 04/08/02 CAGLES INC GA X 12/29/01 CALIFORNIA AMPLIFIER INC DE X 04/03/02 CAPITAL ONE MASTER TRUST VA X X 04/09/02 CELERITY SYSTEMS INC DE X 04/10/02 CELSION CORP MD X 04/08/02 CENTRAL VALLEY COMMUNITY BANCORP CA X X 04/08/02 CHASE FUNDING INC NY X X 04/09/02 CHATTEM INC TN X X 03/28/02 CLEARONE COMMUNICATIONS INC UT X X 04/08/02 COFFEEHOUSE COM INC DE X X 02/15/02 COMDIAL CORP DE X 04/09/02 COMMUNITY BANCORP /VT VT X 04/05/02 CROSS MEDIA MARKETING CORP DE X X 03/27/02 CVEO CORP MA X X 04/03/02 DELTA MILLS INC DE X X 04/03/02 DELTA WOODSIDE INDUSTRIES INC /SC/ SC X X 04/03/02 DENDRITE INTERNATIONAL INC NJ X X 04/10/02 ECOLAB INC DE X 04/10/02 ELCOM INTERNATIONAL INC DE X X 03/29/02 ENERGEN CORP AL X 04/10/02 ENSCO INTERNATIONAL INC DE X X 04/04/02 EXELON CORP PA X 04/10/02 F2 BROADCAST NETWORK INC NV X X X 04/10/02 FIRST CHARTER CORP /NC/ NC X X 04/10/02 FLAG TELECOM HOLDINGS LTD X X 04/10/02 FOODARAMA SUPERMARKETS INC NJ X 04/03/02 FREEREALTIME COM INC DE X X 02/28/02 FRIEDMAN BILLINGS RAMSEY GROUP INC VA X 04/10/02 GS MORTGAGE SECURITIES CORP DE X 04/08/02 HARDINGE INC NY X X 04/08/02 HICKORY TECH CORP MN X 04/08/02 HINES HORTICULTURE INC DE X X 03/27/02 HORNBLOWER INVESTMENTS INC X X X 06/30/01 AMEND IDEX CORP /DE/ DE X 04/10/02 IMPERIAL SUGAR CO /NEW/ TX X X 04/05/02 INCOME OPPORTUNITY REALTY INVESTORS I CA X X 02/04/02 INNOVATIVE SOLUTIONS & SUPPORT INC PA X X 04/03/02 INSTINET GROUP INC DE X X 04/09/02 INTERPLAY ENTERTAINMENT CORP DE X X 03/18/02 KIMBALL INTERNATIONAL INC IN X 04/09/02 KINDER MORGAN ENERGY PARTNERS L P DE X 04/09/02 KINDER MORGAN INC KS X 04/09/02 KINDER MORGAN MANAGEMENT LLC DE X 04/09/02 LIBERTY SATELLITE & TECHNOLOGY INC DE X X X 04/01/02 MAIN STREET BANKSHARES INC X X 04/09/02 MENTOR GRAPHICS CORP OR X X 03/26/02 MERRILL LYNCH & CO INC DE X 04/10/02 METALCLAD CORP DE X 04/04/02 METHOD PRODUCTS CORP /DE FL X X 02/22/02 MICRONETICS WIRELESS INC DE X 03/26/02 MIDLAND ENTERPRISES INC /DE/ DE X X 04/09/02 MOBILE PET SYSTEMS INC DE X X 04/09/02 MORGAN STANLEY DEAN WITTER CAP I INC DE X X 04/10/02 MOVIE GALLERY INC DE X 12/21/01 AMEND NATIONAL CITY AUTO RECEIVABLES TRUST DE X X 04/09/02 NETWORK COMPUTING DEVICES INC CA X X 03/26/02 NEWTEK CAPITAL INC NY X X 04/10/02 NORTHEAST MORTGAGE CORP NV X X X X 03/27/02 NORTHERN BORDER PARTNERS LP DE X X 04/09/02 NORTHERN BORDER PIPELINE CO TX X X 04/09/02 OCCIDENTAL PETROLEUM CORP /DE/ DE X 04/10/02 ON ASSIGNMENT INC DE X X 03/27/02 ORACLE CORP /DE/ DE X X 04/08/02 PACIFICHEALTH LABORATORIES INC DE X 04/01/02 PANERA BREAD CO DE X 04/10/02 PENTASTAR COMMUNICATIONS INC DE X 04/09/02 PEOPLES FINANCIAL SERVICES CORP/ PA X 03/31/02 PRACTICEWORKS INC DE X X 04/04/02 PRIME GROUP REALTY TRUST MD X 04/10/02 PRIME GROUP REALTY TRUST MD X 04/08/02 PROVINCE HEALTHCARE CO DE X X 04/09/02 QUALITY DISTRIBUTION INC FL X 04/10/02 REPUBLIC RESOURCES INC /CO/ NV X X 04/04/02 RESIDENTIAL ACCREDIT LOANS INC DE X X 03/28/02 RESIDENTIAL ACCREDIT LOANS INC DE X X 03/27/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 03/27/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 03/27/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 03/27/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 03/27/02 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 03/27/02 ROCKY MOUNTAIN MINERALS INC WY X 04/10/02 SAFE TECHNOLOGIES INTERNATIONAL INC DE X X 03/27/02 SAFLINK CORP DE X X 04/02/02 SEARS ROEBUCK & CO NY X X 04/10/02 SOCKET COMMUNICATIONS INC DE X X 03/28/02 SONUS NETWORKS INC DE X X 04/09/02 STANDARD MICROSYSTEMS CORP DE X X 04/04/02 STEWART & STEVENSON SERVICES INC TX X X 04/09/02 STILWELL FINANCIAL INC DE X X 04/10/02 SWIFT ENERGY CO TX X X 04/09/02 THORNBURG MORTGAGE SEC TR 2002-1 MRT DE X 03/26/02 TRANSCONTINENTAL REALTY INVESTORS INC NV X X 02/04/02 TRICORD SYSTEMS INC /DE/ DE X 04/09/02 TRUDY CORP DE X 04/08/02 TRUSTMARK CORP MS X 04/10/02 TULARIK INC DE X X 03/15/02 AMEND UNITED COMMUNITY FINANCIAL CORP OH X X 04/01/02 VANTAGEMED CORP DE X X 04/03/02 VERIZON COMMUNICATIONS INC DE X 04/10/02 VERSICOR INC /CA DE X X 04/03/02 VISTEON CORP DE X X 04/10/02 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 04/01/02 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 04/01/02 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 04/01/02 WASHINGTON MUTUAL MOR SEC CORP MOR PA DE X X 04/01/02 WASHINGTON MUTUAL MORT SEC WAMU MOR P DE X X 04/01/02 WASHINGTON MUTUAL MSC MORT PASS THROU DE X X 04/01/02 WELLPOINT HEALTH NETWORKS INC /DE/ DE X 04/09/02 WESTIN HOTELS LTD PARTNERSHIP DE X X 04/10/02 WITTER DEAN REALTY INCOME PARTNERSHIP DE X X 03/27/02 WOODWORKERS WAREHOUSE INC DE X X 04/05/02 WORLDPORT COMMUNICATIONS INC DE X X 03/26/02 WWBROADCAST NET INC WY X 04/09/02 ZKID NETWORK CO NV X X X X 05/01/01 AMEND