SEC NEWS DIGEST Issue 2002-108 June 5, 2002 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS CHANGE IN THE MEETING: DELETION OF ITEM The following item will not be considered at the closed meeting scheduled for Wednesday, June 5, 2002: 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. ENFORCEMENT PROCEEDINGS COMMISSION BRINGS SETTLED ACCOUNTING CASE AGAINST ADVANCED TECHNICAL PRODUCTS, TWO OF ITS EXECUTIVES, AND A FORMER EMPLOYEE On June 5, the Commission brought settled enforcement proceedings against Advanced Technical Products, Inc. (ATP), an aerospace equipment manufacturer based in Roswell, Georgia, and against ATP director and chief executive officer Garrett L. Dominy and ATP director and former chief executive officer James S. Carter. The Commission also brought a separate settled proceeding against Katrina Krug, a former controller of Alcore, Inc., which was a wholly-owned subsidiary of ATP during the relevant period. The proceedings arose from an investigation of fraudulent accounting practices at Alcore during ATP's 1998 and 1999 fiscal years, which practices ultimately required ATP to restate its financial statements for both fiscal years. On July 23, 2001, the Commission filed a related lawsuit in federal court charging two other former Alcore officers with securities fraud and other violations of the federal securities laws, and the United States Attorney for the District of Maryland filed related criminal charges against the same two former Alcore officers. (See Litigation Release No. 17074.) In today's proceedings, the Commission issued an administrative order finding that ATP, Garrett, and Dominy failed to take adequate corrective action in the face of several red flags suggesting a failure of internal controls and possible accounting irregularities at the Alcore subsidiary. During the relevant period, Carter was ATP's president, chief executive officer, and chairman of the board, while Dominy was ATP's executive vice president, chief financial officer, treasurer, and assistant secretary, as well as a member of ATP's board of directors. Among other things, the Commission found that Carter and Dominy failed to take appropriate follow-up action to determine the validity of allegations of accounting improprieties made by a former Alcore employee, and took no definitive action to remedy problems that ATP's controller specifically identified for them in a series of monthly memoranda throughout the second and third quarters of 1999 relating to Alcore's financial statements and reports. In addition, the Commission found that in October 1999, after the close of the third quarter of ATP's 1999 fiscal year but before the company filed its quarterly report on Form 10-Q with the Commission, Carter and Dominy learned information about four specific Alcore sales from which Dominy concluded that the sales should not have been recorded as revenue, but they did not reverse the sales and accepted Alcore management's assurances that there were no other improperly recognized sales at Alcore. Based on these findings, the Commission concluded that ATP filed periodic reports with the Commission that included materially false and misleading financial statements in violation of Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Exchange Act Rules 12b-20, 13a-1, and 13a-13, maintained materially inaccurate books, records, and accounts in violation of Exchange Act Section 13(b)(2)(A), and failed to devise and maintain effective internal accounting controls in violation of Exchange Act Section 13(b)(2)(B). The Commission further concluded that Carter and Dominy failed to implement a system of internal accounting controls in violation of Exchange Act Section 13(b)(5) and were causes of ATP's violations. Without admitting or denying the Commission's findings, ATP, Carter, and Dominy each consented to the entry of the Commission's order, which requires them to cease and desist from committing or causing the foregoing violations. In a separate order, the Commission found that former Alcore controller Krug, after she joined Alcore in May 1999, participated in the ongoing financial fraud at Alcore. Before she arrived at Alcore, according to the Commission, Alcore's senior management had a practice in place whereby they would review Alcore's monthly financial statements and, before submitting them to ATP, artificially adjust certain accounts to arrive at desired results. The Commission found that, on at least one occasion after joining Alcore, Krug suggested to Alcore senior management which accounts could be artificially adjusted to arrive at desired month-end results. The Commission further found that, at the direction of Alcore's chief executive officer and chief financial officer, and notwithstanding her expressed reservations, Krug assisted in the preparation of Alcore financial statements that she knew were materially misstated, and that she knew would be consolidated into ATP's quarterly reports on Form 10-Q for the periods in question. Based on these findings, the Commission concluded that Krug willfully violated Exchange Act Sections 10(b) and 13(b)(5) and Exchange Act Rules 10b-5 and 13b2-1, and was a cause of ATP's violations of Exchange Act Sections 13(a) and 13(b)(2)(A) and Exchange Act Rules 12b-20 and 13a-13. Without admitting or denying the Commission's findings, Krug consented to the entry of the Commission's order, which requires her to cease and desist from committing or causing such violations and denies her the privilege of appearing or practicing before the Commission as an accountant with a right to request that the Commission consider an application for reinstatement after two years. (In the Matter of Advanced Technical Products, Inc., et al., - File No. 10790, Rel. 34- 46030 and AAE Rel. 1564; In the Matter of Katrina Krug, CPA. - File No. 3-10791, Rel. 34-46031 and AAE Rel. 1565) SEC ISSUES CEASE AND DESIST ORDERS AGAINST JAMES SLAYTON AND BARS HIM FROM APPEARING OR PRACTICING BEFORE THE COMMISSION AS AN ACCOUNTANT The Commission today announced the settlement of two administrative proceedings against James Slayton, age 55, of Overton, Nevada. Slayton, without admitting or denying the allegations asserted against him in either proceeding, consented to the entry of two Commission Orders finding that Slayton, a licensed CPA in Ohio, engaged in improper professional conduct during his audits of California Software Corporation and Freedom Surf, Inc., that he willfully violated the antifraud provisions, and that he caused and willfully aided and abetted violations of the reporting provisions of the federal securities laws. The Commission's Orders bar Slayton from appearing or practicing before it as an accountant pursuant to the Commission's Rule of Practice 102(e) and order him to cease and desist from committing or causing future violations of certain provisions of the federal securities laws and to pay disgorgement of $3,000 and prejudgment interest. The Commission's Orders are the result of two administrative proceedings instituted against Slayton earlier this year. In the first proceeding, instituted on January 7, 2002, the Commission finds that Slayton willfully violated Section 10(b) of the Exchange Act and Rule 10b-5, that he caused and willfully aided and abetted violations of Section 13(a) of the Exchange Act and Exchange Act Rules 12b-20 and 13a-1, and that he engaged in improper professional conduct in connection with his audit of the financial statements of California Software Corporation for the year ended December 31, 1999. Slayton issued false reports which claimed that the financial statements of California Software Corporation complied with GAAP. Over the course of his engagements with California Software, Slayton failed to determine that California Software recognized revenue using a method that did not comply with GAAP. As a result of its improper method of revenue recognition, California Software materially overstated revenue, earnings, assets and shareholders equity. Slayton also falsely represented in his audit reports that his audits of California Software's financial statements were conducted in accordance with GAAS. In fact, Slayton failed to comply with numerous auditing standards, including failing to properly plan and conduct audits, properly confirm accounts receivable, obtain management representation letters and supervise the audits. See for further details In the Matter of James E. Slayton, CPA, Exchange Act Release No. 45245 (Jan. 7, 2002). In the second administrative proceeding against Slayton, instituted on March 6, 2002, the Commission finds that Slayton willfully violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5, that he caused and willfully aided and abetted violations of Section 12(g) of the Exchange Act and Rule 12b-20, and that he engaged in improper professional conduct in connection with his audit of the financial statements of Freedom Surf, Inc. for the period ended December 15, 1999. Freedom Surf's officers devised a scheme to fabricate an appraisal falsely showing certain assets to be worth over $5 million. The Commission finds that Slayton acted knowingly or recklessly by relying on an unexecuted purchase agreement to establish ownership of the assets and by relying on the fabricated appraisal without testing the qualifications or knowledge of the appraiser. Slayton then provided an audit opinion of Freedom Surf's financial statements that falsely stated that the financial statements were prepared in conformity with GAAP and that his audit had been performed in accordance with GAAS. See for further details In the Matter of James E. Slayton, CPA, Exchange Act Release No. 45509 (March 6, 2002). (Rel. 34-46033; AAE Rel. 1566; File No. 3-10674) SEC ENTERS PARTIAL SETTLEMENT WITH COLE BARTIROMO, A 17 YEAR OLD, WHO ENGAGED IN AN INTERNET PUMP AND DUMP SCHEME AND ORCHESTRATED A FRAUDULENT UNREGISTERED INTERNET OFFERING The Commission announced that Cole A. Bartiromo, a 17-year-old high school student, agreed to a partial settlement in which Bartiromo agreed to disgorge ill-gotten gains and interest totaling $93,731.00 that he procured from an Internet pump-and-dump scheme in which he manipulated the stock price of fifteen publicly-traded companies. Bartiromo previously disgorged to the Court's account more than $1,000,000 that he and Invest Better 2001 (IB2001) obtained from investors in connection with fraudulent unregistered offerings of securities which defrauded more than 1,000 investors. In its first amended complaint, filed January 7, 2002, the Commission alleged that Bartiromo raised more than $1 million from more than 1,000 investors through a scheme known as "Invest Better 2001," which, from at least November 1, 2001, purportedly offered "guaranteed" and "risk-free" investment programs in which IB2001 pooled investors' funds to bet on sporting events, and promised to repay investors between 125% and 2500% of their principal within specified periods ranging from three days to several weeks. In its second amended complaint, filed April 29, 2002, the Commission alleged that Bartiromo conducted an Internet pump-and-dump scheme in which he manipulated the stock price of fifteen publicly traded companies from approximately May 14, 2001 to July 5, 2001. More specifically, Bartiromo disseminated numerous false and misleading messages concerning publicly traded companies on the Internet. The complaint alleges that for each manipulation Bartiromo purchased large blocks of stock, consisting in some cases of nearly 50% of the volume on that day, then posted thousands of identical false messages on Internet message boards, and subsequently sold his entire position. According to the second amended complaint, Bartiromo posted over 6,000 messages and traded several million shares of the fifteen companies in this manner, and, as a result, generated a net profit of over $91,000. The United States District Court for the Southern District of New York, on May 29, 2002, issued an Amended Partial Final Judgment and Order, on consent, which permanently enjoins Bartiromo and IB2001, directs Bartiromo and IB2001 to repatriate all assets outside the United States and deposit such assets into the Court's account, freezes Bartiromo's and IB20001's assets, orders disgorgement of all ill-gotten gains and grants other relief. Still pending in the action are the issues of what civil penalty should be imposed by the Court and the determination of the total amount of disgorgement of ill-gotten gains relating to the IB2001 claims. [SEC v. Invest Better 2001, Cole A. Bartiromo, and John/Jane Does 1-10, 01 Civ. 11427 (BSJ)(S.D.N.Y.)] (LR-17540) SEC CHARGES SITESTAR CORPORATION WITH TENDER OFFER RULE VIOLATION AND TWO OF ITS OFFICIALS WITH INSIDER TRADING The Commission announced today the filing of a settled civil action against Sitestar Corporation and two of its officials, Frederick T. Manlunas and Clinton J. Sallee. Between August and October 2000, Sitestar announced tender offers to purchase all of the outstanding shares of Mothernature.com, Inc. and Fashionmall.com, Inc. The Commission's complaint alleges that Manlunas and Sallee engaged in insider trading by purchasing and selling shares of both target companies while in possession of material, nonpublic information relating to the tender offers. The Commission's complaint also alleges that Manlunas and Sitestar committed a separate violation by purchasing Mothernature.com stock on the open market while that tender offer was pending. Manlunas consented to be permanently enjoined from violating Section 17(a) of the Securities Act of 1933 and Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5, 14e-3 and 14e-5 thereunder, to disgorge trading profits of $7,650, and to pay an insider trading penalty of $7,650 and a $10,000 penalty for his violation of Rule 14e-5. Sallee consented to be permanently enjoined from violating Section 17(a) of the Securities Act and Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 thereunder, to disgorge trading profits of $1,863, and to pay an insider trading penalty of $5,000. Sitestar also consented to be permanently enjoined from violating Section 14(e) of the Exchange Act and Rule 14e-5 thereunder. Manlunas, Sallee and Sitestar neither admitted nor denied the allegations set forth in the Commission's complaint. [SEC v. Sitestar Corporation, Frederick T. Manlunas and Clinton J. Sallee, 1:02CV01089 (D.D.C.)] (LR- 17541) SEC SETTLES ACCOUNTING FRAUD CHARGES AGAINST SIX FORMER SENIOR OFFICERS AND MANAGERS OF PHYSICIAN COMPUTER NETWORK, INC. AND ONE FORMER CUSTOMER OF THE COMPANY; FORMER MANAGER CONSENTS TO CEASE-AND-DESIST ORDER Today, the Commission filed a complaint in the United States District Court for the District of Columbia charging six former officers and managers of Physician Computer Network, Inc. (PCN) and one former PCN customer with engaging in a broad-ranging accounting fraud. The Commission's complaint alleges that the defendants violated or aided and abetted violations of the antifraud, periodic reporting, record-keeping, internal controls and lying to the auditors provisions of the federal securities laws. In a related action today, the Commission instituted and simultaneously settled cease-and-desist proceedings against a former manager for his role in falsifying certain PCN accounting records. In its civil action, the Commission alleges that the defendants engaged in a scheme to manipulate PCN's reported financial results by materially understating its operating expenses and inflating its revenues and net income in fiscal year 1996 and the first three quarters of fiscal year 1997. According to the Commission's complaint, the defendants carried out the scheme by, among other things, recognizing revenue from fictitious sales to the company's resellers, improperly capitalizing software development costs and operating expenses, manipulating depreciation expense, prematurely recognizing revenue for customer support and maintenance contracts, and recognizing revenue for out-of- period sales. To avoid detection of their scheme, the defendants provided false documents and information to PCN's independent auditors. Prior to its assets being acquired by another company in March 2000, PCN was headquartered in Morris Plains, New Jersey and was a leading provider of practice management software for physicians. The complaint alleges that the defendants engaged in the following conduct: John F. Mortell, of Pleasantville, New York, PCN's former President and Chief Operating Officer, devised and orchestrated the fraudulent scheme. Thomas F. Wraback, of Manalapan, New Jersey, PCN's former Senior Vice President and Chief Financial Officer and Gregory D. Norton, of New Providence, New Jersey, PCN's former Manager of Accounting and Reporting, assisted Mortell or acted at his direction. To achieve the company's internal financial projections, each of these individuals either made, or directed others to make, improper accounting adjustments or false accounting entries that were not in conformity with generally accepted accounting principals. Glenn P. Duffy, of Needham, Massachusetts, PCN's former Director of Accounting, knew of the fraudulent scheme, falsified certain accounting documents, and made false and misleading statements to PCN's auditors. William S. Edwards, of Wrentham, Massachusetts, PCN's former Vice President of Operations, and Jerry W. Ross, of Huntington Beach, California, PCN's former Vice President for Systems Integration, directed improper shipping activities that resulted in PCN recognizing revenue from out-of-period shipments. Gerald T. Barry, of Jamestown, Rhode Island, President of G. Barry & Associates, Inc., a privately-held Rhode Island corporation that was a PCN customer, provided a false audit confirmation letter to PCN's auditors. In the related administrative proceeding, the Commission found that John K. Bradley, of Shrewsbury, Massachusetts, PCN's former Manager of Credit and Collections, falsified two year-end deferred revenue reports that were provided by Wraback to PCN's auditors. As a result of the fraudulent accounting scheme, PCN overstated its 1996 net income by $31.2 million (205%), and overstated its quarterly 1997 net income by an estimated $7.8 million (173%) in the first quarter, $8.6 million (195%) in the second quarter, and $9.7 million (150%) in the third quarter. According to the complaint, PCN included these materially false financial results in its 1996 annual report on Form 10- K and its 1997 quarterly reports on Form 10-Q that it filed with the Commission. Without admitting or denying the allegations in the Commission's complaint, the defendants consented to the following sanctions: Mortell consented to the entry of a permanent injunction enjoining him from violating or aiding and abetting violations of the antifraud, periodic reporting, record-keeping, internal controls and lying to the auditors provisions of the federal securities laws, Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 12b-20, 10b-5, 13a-1, 13a-13, 13b2-1 and 13b2-2 thereunder. Mortell also agreed to pay a $75,000 civil penalty and to be permanently barred from acting as an officer or director of a public company. Wraback consented to the entry of a permanent injunction enjoining him from violating or aiding and abetting violations of the antifraud, periodic reporting, record-keeping, internal controls and lying to the auditors provisions of the federal securities laws, Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) of the Exchange Act and Rules 12b-20, 10b- 5, 13a-1, 13a-13, 13b2-1 and 13b2-2 thereunder. Wraback also agreed to pay a $60,000 civil penalty and to be barred from acting as an officer or director of a public company for a period of ten years. In addition, Wraback has consented to the entry an order pursuant to Rule 102(e)(3)(i)(A) of the Commission's Rules of Practice suspending him from appearing or practicing before the Commission as an accountant, with the right to apply for reinstatement after five years. Norton consented to the entry of a permanent injunction enjoining him from violating or aiding and abetting violations of the antifraud, periodic reporting, record-keeping, internal controls and lying to the auditors provisions of the federal securities laws, Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) of the Exchange Act and Rules 12b-20, 10b- 5, 13a-1, 13a-13, 13b2-1 and 13b2-2 thereunder. Norton also agreed to pay a $30,000 civil penalty. In addition, Norton has consented to the entry an order pursuant to Rule 102(e)(3)(i)(A) of the Commission's Rules of Practice suspending him from appearing or practicing before the Commission as an accountant, with the right to apply for reinstatement after five years. Duffy consented to the entry of a permanent injunction enjoining him from violating or aiding and abetting violations of the antifraud, periodic reporting, record-keeping, internal controls and lying to the auditors provisions of the federal securities laws, Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) of the Exchange Act and Rules 12b-20, 10b- 5, 13a-1, 13a-13, 13b2-1, and 13b2-2 thereunder. Duffy also agreed to pay a $10,000 civil penalty. In addition, Duffy has consented to the entry an order pursuant to Rule 102(e)(3)(i)(A) of the Commission's Rules of Practice suspending him from appearing or practicing before the Commission as an accountant, with the right to apply for reinstatement after five years. Edwards consented to the entry of a permanent injunction enjoining him from violating or aiding and abetting violations of the antifraud, periodic reporting, record-keeping and internal controls provisions of the federal securities laws, Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) of the Exchange Act and Rules 12b-20, 10b-5, 13a-1, 13a-13 and 13b2-1 thereunder. Edwards also agreed to pay a $30,000 civil penalty. Ross consented to the entry of a permanent injunction enjoining him from violating or aiding and abetting violations of the antifraud, periodic reporting, record-keeping and internal controls provisions of the federal securities laws, Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) of the Exchange Act and Rules 12b-20, 10b-5, 13a-1, 13a-13 and 13b2-1 thereunder. Ross also agreed to pay a $20,000 civil penalty. Barry consented to the entry of a permanent injunction enjoining him from aiding and abetting violations of the antifraud, periodic reporting, record-keeping, internal controls and lying to the auditors provisions of the federal securities laws, Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) of the Exchange Act and Rules 12b-20, 10b-5, 13a- 1, 13b2-1 and 13b2-2 thereunder. Barry also agreed to pay a $15,000 civil penalty. In the related administrative proceeding, John K. Bradley consented to a Commission order requiring him to cease and desist from committing or causing violations of the periodic reporting, record-keeping, internal controls and lying to the auditors provisions of the federal securities laws, Sections 13(a), 13(b)(2) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13b2-1 and 13b2-2 thereunder. Bradley consented to the order without admitting or denying the Commission's findings. [SEC v. John F. Mortell, Thomas F. Wraback, William S. Edwards, Gregory D. Norton, Glenn P. Duffy, Jerry W. Ross and Gerald T. Barry, U.S. District Court for the District of Columbia, Civil Action No. 1:02CV01090 (RW)] (LR-17542; AAE Rel. 1569); Administrative Proceeding In the Matter of John K. Bradley - (Rel. 46035; AAE Rel. 1568; File No. 3-10792) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change and Amendment No. 1 thereto filed by the National Association of Securities Dealers has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934 relating to temporary approval of the Nasdaq's Primex Auction System (SR-NASD-2002- 58). Publication of the proposal is expected in the Federal Register during the week of June 3. (Rel. 34-45997) APPROVAL OF PROPOSED RULE CHANGES The Commission granted approval to a proposed rule change filed by the Boston Stock Exchange (SR-BSE-2001-08) relating to competing specialists and the execution of directed agency orders. (Rel. 34-46007) The Commission approved a proposed rule change (SR-NASD-2002-55) submitted by the National Association of Securities Dealers relating to the minimum life of Directed Orders in Nasdaq's SuperMontage system and the minimum life of SelectNet orders. Publication of the order is expected in the Federal Register during the week of June 3. (Rel. 34- 46013) PROPOSED RULE CHANGE The Chicago Board Options Exchange filed a proposed rule change (SR-CBOE- 2002-18) relating to its Designated Primary Market-Marker membership requirement. Publication of the proposal is expected in the Federal Register during the week of June 3. (Rel. 34-46020) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission granted accelerated approval to a proposed rule change (SR-Amex-2002-40) submitted by the American Stock Exchange and Amendments No. 1 and No. 2 thereto relating to the listing and trading of Notes based on the Select European 50 Index. Publication of the notice is expected in the Federal Register is expected during the week of June 3. (Rel. 34-46021) 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 AMERIRESOURCE TECHNOLOGIES INC, 4445 SOUTH JONES BLVD SUITE 2, LAS VEGAS, NV, 89103, 9138599292 - 50,000,000 ($1,100,000.00) Other, (File 333-89720 - Jun. 4) (BR. 06) S-8 INTUIT INC, 2535 GARCIA AVE, MOUNTAIN VIEW, CA, 94043, 4159446000 - 130,316 ($903,089.88) Equity, (File 333-89722 - Jun. 4) (BR. 03) S-1 IMPAC MEDICAL SYSTEMS INC, 100 W EVELYN AVE, MOUNTAIN VIEW, CA, 94041, 6506238800 - 0 ($50,600,000.00) Equity, (File 333-89724 - Jun. 4) (BR. ) S-8 GAIAM INC, 360 INTERLOCKEN BLVD #300, BROOMFIELD, CO, 80021, 3032223600 - 500,000 ($7,270,000.00) Equity, (File 333-89726 - Jun. 4) (BR. 02) S-3 PREMIER CONCEPTS INC /CO/, 3033 S. PARKER RD., SUITE 120, THE SKY DECK, AURORA, CO, 80014, 3033381800 - 2,525,979 ($1,843,964.67) Equity, (File 333-89728 - Jun. 4) (BR. 02) S-8 AMERICAN INTERNATIONAL PETROLEUM CORP /NV/, 440 MADISON AVE STE 3203, NEW YORK, NY, 10022, 2129563333 - 5,000,000 ($250,000.00) Equity, (File 333-89730 - Jun. 4) (BR. 04) S-8 CAREER WORTH INC, 3809 SOUTH WEST TEMPLE, SUITE 1D, SALT LAKE CITY, UT, 84115, 801-281-0001 - 2,700,000 ($1,044,000.00) Equity, (File 333-89732 - Jun. 4) (BR. 08) S-3 COEUR D ALENE MINES CORP, 400 COEUR D ALENE MINES BLDG, 505 FRONT AVE, COEUR D ALENE, ID, 83814, 2086673511 - 0 ($26,533,029.50) Other, (File 333-89734 - Jun. 4) (BR. 04) SB-2 DIVERSIFIED PRODUCT INSPECTIONS INC, 3 MAIN ST, OAKRIDGE, TN, 37830, 4234828480 - 20,887,097 ($3,797,372.00) Equity, (File 333-89736 - Jun. 4) (BR. 09) S-8 HESKA CORP, 1613 PROSPECT PARKWAY, FORT COLLINS, CO, 80525, 9704937272 - 1,000,000 ($730,000.00) Equity, (File 333-89738 - Jun. 4) (BR. 01) S-4 MERISTAR HOTELS & RESORTS INC, 1010 WISCONSIN AVE NW, WASHINGTON, DC, 20007, 2029654455 - 0 ($52,621,740.00) Equity, (File 333-89740 - Jun. 4) (BR. 08) S-8 NOVELLUS SYSTEMS INC, 4000 N FIRST ST, SAN JOSE, CA, 95134, 4089439700 - 0 ($309,746,055.00) Equity, (File 333-89742 - Jun. 4) (BR. 36) S-8 VIVENDI UNIVERSAL, 42 AVENUEDE FRIEDLAND, 75380 PARIS CEDEX, 08 FRANCE, I0, 00000, 0113317171 - 50,000 ($1,549,500.00) Equity, (File 333-89744 - Jun. 4) (BR. 02) F-10 DRAXIS HEALTH INC /CN/, 6780 GOREWAY DRIVE, MISSISSAUGA, ONTARIO CANADA, A6, L4V 1P1, 9056775500 - 0 ($17,940,000.00) Equity, (File 333-89750 - Jun. 4) (BR. 01) S-8 MAJESTIC COMPANIES LTD, 8880 RIO SAN DIEGO 8TH FLOOR, SAN DIEGO, CA, 92108, 90,000,000 ($900,000.00) Other, (File 333-89752 - Jun. 4) (BR. 06) S-8 VIVENDI UNIVERSAL, 42 AVENUEDE FRIEDLAND, 75380 PARIS CEDEX, 08 FRANCE, I0, 00000, 0113317171 - 0 ($1.00) Equity, (File 333-89754 - Jun. 4) (BR. 02) S-1 BEAGLE HOLDINGS INC, 1750 TYSONS BLVD, STE 1300, MCLEAN, VA, 22102, 7039184480 - 0 ($75,000,000.00) Equity, (File 333-89756 - Jun. 4) (BR. ) S-3 RIVERSTONE NETWORKS INC, 5200 GREAT AMERICA PKWY, SANTA CLARA, CA, 95054, 4088786500 - 0 ($175,000,000.00) Debt Convertible into Equity, (File 333-89758 - Jun. 4) (BR. 03) S-8 CARRINGTON LABORATORIES INC /TX/, 2001 WALNUT HILL LANE, IRVING, TX, 75038, 972-518-1300 - 750,000 ($1,207,500.00) Equity, (File 333-89760 - Jun. 4) (BR. 01) S-8 EXPLORE TECHNOLOGIES INC, SUITE 201-1166 ALBERNI STREET, VANCOUVER BRITISH CO, A1, 5,950,000 ($1,785,000.00) Equity, (File 333-89762 - Jun. 4) (BR. 04) S-8 PROXYMED INC /FT LAUDERDALE/, 2555 DAVIE ROAD, SUITE 110, FORT LAUDERDALE, FL, 33317-7424, 9544731001 - 0 ($33,244,150.00) Equity, (File 333-89764 - Jun. 4) (BR. 03) S-8 PLUMTREE SOFTWARE INC, 500 SANSOME STREET, SAN FRANCISCO, CA, 94104, 4152638900 - 0 ($128,854,733.00) Equity, (File 333-89766 - Jun. 4) (BR. 03) SB-2 UWHARRIE CAPITAL CORP, 134 NORTH FIRST, PO BOX 338, ALBEMARLE, NC, 28001, 7049836181 - 0 ($7,012,500.00) Equity, (File 333-89768 - Jun. 4) (BR. 07) S-8 FOCUS ENHANCEMENTS INC, 1370 DELL AVE, CAMPBELL, CA, 95008, 4088668300 - 1,250,000 ($1,968,750.00) Equity, (File 333-89770 - Jun. 4) (BR. 03) S-8 AMES NATIONAL CORP, PO BOX 846, AMES, IA, 50010, 5152326251 - 98,000 ($4,018,000.00) Equity, (File 333-89772 - Jun. 4) (BR. 07) S-4 BOYD GAMING CORP, 2950 S INDUSTRIAL RD, LAS VEGAS, NV, 89109, 7027927200 - 0 ($250,000,000.00) Non-Convertible Debt, (File 333-89774 - Jun. 4) (BR. 05) S-4 HAWTHORNE FINANCIAL CORP, 2381 ROSECRANS AVE, EL SEGUNDO, CA, 90245, 3107255000 - 1,300,000 ($2,314,716.00) Equity, (File 333-89776 - Jun. 4) (BR. 07) S-1 TRW AUTOMOTIVE INC, 0 ($1,504,000,000.00) Equity, (File 333-89778 - Jun. 4) (BR. ) S-8 POP N GO INC, 12429 E PUTNAM ST, WHITTIER, CA, 90602, 5629459351 - 7,500,000 ($300,000.00) Equity, (File 333-89780 - Jun. 4) (BR. 06) N-2 OFI TREMONT LOW CORRELATION HEDGE FUND, 498 SEVENTH AVENUE, NEW YORK, NY, 10018, 2123230200 - 0 ($50,000,000.00) Equity, (File 333-89782 - Jun. 4) (BR. 16) N-2 OFI TREMONT CORE STRATEGIES HEDGE FUND, 498 SEVENTH AVENUE, NEW YORK, NY, 10018, 2123230200 - 0 ($50,000,000.00) Equity, (File 333-89784 - Jun. 4) (BR. 16) S-8 ASSOCIATED AUTOMOTIVE GROUP INC, 1900 GLADES RD, SUITE 351, BOCA RATON, FL, 33431, 5613476398 - 300,000 ($615,000.00) Equity, (File 333-89786 - Jun. 4) (BR. 02) S-3 RIGHT MANAGEMENT CONSULTANTS INC, 1818 MARKET ST, 14TH FL, PHILADELPHIA, PA, 19103, 2159881588 - 4,427,500 ($123,084,500.00) Equity, (File 333-89788 - Jun. 4) (BR. 08) SB-2 NUTRASTAR INC, 1261 HAWK'S FLIGHT, EL DORADO HILLS, CA, 95762, 9169337000 - 3,709,028 ($1,928,694.00) Equity, (File 333-89790 - Jun. 4) (BR. 09) S-3 IDEC PHARMACEUTICALS CORP / DE, 11011 TORREYANA ROAD, SAN DIEGO, CA, 92121, 6195508500 - 0 ($657,450,843.75) Debt Convertible into Equity, (File 333-89792 - Jun. 4) (BR. 01) S-3 R H DONNELLEY CORP, ONE MANHATTANVILLE ROAD, PURCHASE, NY, 10577, 9149336800 - 0 ($500,000,000.00) Unallocated (Universal) Shelf, (File 333-89794 - Jun. 4) (BR. 02) S-3 GENCORP INC, HIGHWAY 50 & AEROJET ROAD, ANCHO CORDOVA, CA, 95670, 9163554000 - 0 ($165,375,000.00) Debt Convertible into Equity, (File 333-89796 - Jun. 4) (BR. 05) 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 ------------------------------------------------------------------------------------ ADVANCED BIOTHERAPY INC NV X X 06/04/02 AIR PRODUCTS & CHEMICALS INC /DE/ DE X X 05/30/02 AIRGATE PCS INC /DE/ DE X X 05/02/02 ALL AMERICAN SPORTPARK INC NV X 05/08/02 ALPINE GROUP INC /DE/ DE X X 06/04/02 AMERICA FIRST MORTGAGE INVESTMENTS IN MD X X 05/30/02 ATLANTIC COAST AIRLINES HOLDINGS INC DE X 06/04/02 AUGUST TECHNOLOGY CORP MN X X 05/10/02 AMEND AVENUE A INC WA X 05/29/02 BANNER CENTRAL FINANCE CO DE X 06/04/02 BEVERLY NATIONAL CORP MA X X 05/21/02 BOMBARDIER CAPITAL MORTGAGE SECURITIZ DE X 04/30/02 BOMBARDIER CAPITAL MORTGAGE SECURITIZ DE X 04/30/02 BOMBARDIER CAPITAL MORTGAGE SECURITIZ DE X 04/30/02 BOMBARDIER CAPITAL MORTGAGE SECURITIZ DE X 04/30/02 BOMBARDIER CAPITAL MORTGAGE SECURITIZ DE X 04/30/02 BOMBARDIER CAPITAL MORTGAGE SECURITIZ DE X 04/30/02 BOMBARDIER CAPITAL MORTGAGE SECURITIZ DE X 04/30/02 BOMBARDIER CREDIT RECEIVABLES CORP SE DE X 04/30/02 BOMBARDIER CREDIT RECEIVABLES CORP SE DE X 04/30/02 BOOKS A MILLION INC DE X 06/03/02 BULLET ENVIRONMENTAL TECHNOLOGIES INC DE X X X 05/29/02 CALIBER LEARNING NETWORK INC MD X X 05/20/02 CALPINE CORP DE X X 05/31/02 CAMDEN PROPERTY TRUST TX X X 06/03/02 CAREER WORTH INC NV X X 04/25/02 CARESIDE INC DE X X 05/29/02 CAVALCADE OF SPORTS MEDIA INC NV X X X 05/25/02 CLASSIC BANCSHARES INC DE X X 05/30/02 COMMERCIAL NET LEASE REALTY INC MD X X 05/30/02 CONTINENTAL AIRLINES INC /DE/ DE X X 06/03/02 CORECOMM LTD /DE/ DE X X 06/03/02 CORNELL COMPANIES INC DE X X 05/30/02 CROSS MEDIA MARKETING CORP DE X X 05/27/02 CROSSWALK COM DE X X 06/04/02 CSFB MORTGAGE PASS THROUGH CERTIFICAT DE X X 03/25/02 CSFB MORTGAGE PASS THROUGH CERTIFICAT DE X X 03/25/02 CWABS INC ASSET BACKED CERTIFICATES S DE X X 04/30/02 CYTOGEN CORP DE X X 06/04/02 DAY INTERNATIONAL GROUP INC DE X X 05/29/02 DEALER AUTO RECEIVABLES CO LLC DE X X 05/15/02 DHB INDUSTRIES INC DE X 05/31/02 DIAMOND OFFSHORE DRILLING INC DE X X 06/04/02 DOLLAR GENERAL CORP TN X 06/03/02 E NUTRITION INC NV X X X X 05/20/02 E-MEDSOFT COM NV X X 06/04/02 EASYRIDERS INC DE X 05/30/02 ECOMETRY CORP FL X X 05/22/02 ELGIN TECHNOLOGIES INC DE X X 05/23/02 ELINE ENTERTAINMENT GROUP INC NV X 06/03/02 ELITE TECHNOLOGIES INC /TX/ TX X 06/04/02 ELOQUENT INC DE X 05/24/02 ENERGEN CORP AL X 06/04/02 ENTERTAINMENT PROPERTIES TRUST MD X X 05/30/02 ENVIRONMENTAL POWER CORP DE X X 06/04/02 ENVIRONMENTAL POWER CORP DE X X 06/04/02 EXPRESSJET HOLDINGS INC DE X X 06/03/02 FRESENIUS MEDICAL CARE HOLDINGS INC / NY X 05/13/02 GENERAL MOTORS CORP DE X 06/04/02 GOTTSCHALKS INC DE X 05/29/02 GRISTEDES FOODS INC DE X 06/04/02 HALLIBURTON CO DE X X 06/04/02 HICKORY TECH CORP MN X 05/30/02 HISPANIC EXPRESS INC DE X 06/04/02 HONDA AUTO RECEIVABLES 2002-2 OWNER T CA X X 05/22/02 HUGHES ELECTRONICS CORP DE X 06/04/02 ICG COMMUNICATIONS INC /DE/ DE X X 05/21/02 IEC ELECTRONICS CORP DE X X 06/04/02 AMEND ILLINOIS SUPERCONDUCTOR CORPORATION DE X 06/03/02 INDYMAC MBS RESIDENTIAL ASSET SECURIT X 03/29/02 INFOCUS CORP OR X X 05/17/02 AMEND INTEGRATED INFORMATION SYSTEMS INC DE X X 06/04/02 INTERDIGITAL COMMUNICATIONS CORP PA X 05/21/02 INTERNATIONAL BUSINESS MACHINES CORP NY X 06/04/02 JARDEN CORP IN X X 05/30/02 KIMBERLY CLARK CORP DE X 06/04/02 LARSCOM INC DE X X 05/31/02 LONG BEACH SECURITIES CORP DE X 06/04/02 LONGVIEW FIBRE CO WA X 05/30/02 LOTUS PACIFIC INC DE X X 09/10/01 AMEND LYNX THERAPEUTICS INC DE X X 06/04/02 MEDIX RESOURCES INC CO X 05/30/02 MEMC ELECTRONIC MATERIALS INC DE X X 06/04/02 MIDWEST BANC HOLDINGS INC DE X X 06/04/02 MILLENNIUM CAPITAL VENTURE HOLDINGS I DE X 05/09/02 MONARCH SERVICES INC MD X 06/04/02 MONEY STORE ASSET BACKED CERTIFICATES X X 05/15/02 MONEY STORE HOME EQUITY LOAN TRUST 19 NJ X X 05/15/02 MONEY STORE HOME IMPROVEMENT LOAN BAC X X 05/15/02 MONEY STORE RESIDENTIAL TRUST 1998-I NJ X X 05/15/02 MONEY STORE TRUST 1998 C X X 05/15/02 MOTIENT CORP DE X X 05/31/02 NATIONAL GOLF PROPERTIES INC MD X X 05/31/02 NEW WORLD RESTAURANT GROUP INC DE X X 06/04/02 NEWMONT MINING CORP /DE/ DE X X 05/23/02 AMEND NOVASTAR MORTGAGE FUNDING TRUST SERIE DE X X 05/28/02 OPTION ONE MORTGAGE LOAN TR ASSET BAC DE X X X 05/24/02 PACIFIC GAS & ELECTRIC CO CA X 06/04/02 PACKETEER INC DE X 05/31/02 PEREGRINE INC NV X X X X 02/01/02 AMEND PEREGRINE SYSTEMS INC DE X X 06/03/02 PERRY ELLIS INTERNATIONAL INC FL X 03/22/02 AMEND PG&E CORP CA X 06/04/02 PHARMACOPEIA INC DE X X 06/04/02 PHH CORP MD X X 06/04/02 PREDICTIVE SYSTEMS INC DE X X 05/30/02 PRIME COMPANIES INC DE X 06/04/02 PROVINCE HEALTHCARE CO DE X X 05/31/02 RIGHT MANAGEMENT CONSULTANTS INC PA X X 03/22/02 AMEND ROTONICS MANUFACTURING INC/DE DE X X 05/24/02 AMEND SABRE HOLDINGS CORP DE X 06/04/02 SEIBELS BRUCE GROUP INC SC X X 05/30/02 SEPRACOR INC /DE/ DE X X 05/30/02 SFBC INTERNATIONAL INC DE X 03/18/02 AMEND SPORTS CLUB CO INC DE X X 05/31/02 STARBASE CORP DE X X 05/22/02 STEWART & STEVENSON SERVICES INC TX X X 06/04/02 STRATESEC INC DE X 06/04/02 AMEND STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 05/25/02 SUMMUS INC USA FL X X 06/03/02 SUPERIOR TELECOM INC DE X X 06/04/02 TARGET RECEIVABLES CORP MN X 05/28/02 TEPPCO PARTNERS LP DE X X 05/28/02 TESSCO TECHNOLOGIES INC DE X X 06/03/02 TEXTRON FINANCIAL CORP DE X X 06/03/02 THIRD MILLENIUM TELECOMMUNICATIONS IN CO X X X 05/20/02 TICKETMASTER DE X X 06/03/02 TITAN CORP DE X 05/23/02 TMP WORLDWIDE INC DE X X 06/03/02 TMS MORTGAGE INC NJ X X 05/15/02 TMS MORTGAGE INC NJ X X 05/15/02 TREX CO INC DE X 05/29/02 TROY GROUP INC DE X 05/28/02 TRUMP ATLANTIC CITY ASSOCIATES NJ X X X 06/03/02 TRUMP HOTELS & CASINO RESORTS HOLDING DE X X X 06/03/02 TRUMP HOTELS & CASINO RESORTS INC DE X X X 06/03/02 TRUMPS CASTLE HOTEL & CASINO INC NJ X X X 06/03/02 TYCO INTERNATIONAL LTD /BER/ D0 X X 06/03/02 UNITED DEFENSE INDUSTRIES INC DE X 05/27/02 UNITED ENERGY CORP /NV/ NV X X 05/29/02 UNITED STATES STEEL CORP DE X X 06/04/02 VALLEY NATIONAL GASES INC WV X X 05/31/02 VANGUARD AIRLINES INC \DE\ DE X X 06/04/02 VERAMARK TECHNOLOGIES INC DE X 06/04/02 VESTIN GROUP INC NV X X 04/18/02 AMEND VICOM INC MN X 04/30/02 WEIRTON STEEL CORP DE X 06/04/02 WEYCO GROUP INC WI X X 05/20/02 WORLD ASSOCIATES INC/NV/ DE X X X X 05/20/02