SEC NEWS DIGEST Issue 2005-109 June 8, 2005 ENFORCEMENT PROCEEDINGS IN THE MATTER OF MOUNT SINAI MEDICAL CENTER OF FLORIDA, INC., BROOKS TURKEL AND HARVEY SMITH The Commission announced the issuance of an Order Instituting Cease-and- Desist Proceedings, Making Findings, and Imposing Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934 (Order) against Mount Sinai Medical Center of Florida, Inc. (Mount Sinai), M. Brooks Turkel (Turkel) and Harvey W. Smith (Smith). The Order finds that Respondent Mount Sinai violated 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; and that Respondents Turkel and Smith each violated, and caused Mount Sinai’s violations of, Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder. Specifically, the Order finds that Mount Sinai, Turkel and Smith violated the above mentioned anti-fraud provisions in connection with the offer and sale of bonds to the public in May 2001, totaling approximately $184 million. The Order also finds that Mount Sinai, Turkel and Smith violated the anti-fraud provisions in connection with Mount Sinai’s filing of a quarterly report for the period ended June 30, 2001, which was filed with various repositories in accordance with the terms of the bond covenants. Based on the above, the Order orders Respondents to each cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder. Respondents each consented to the issuance of the Order without admitting or denying any of the findings. (Rels. 33-8580; 34-51797; AAER-2254; File No. 3-11944) DEFAULT ORDER ISSUED AGAINST CHARLES CINI An Administrative Law Judge has issued an Order Making Findings and Imposing Sanctions by Default in Charles Cini, Administrative Proceeding No. 3-11856. The Order Instituting Proceedings alleged that Respondent Cini previously: (i) was enjoined from violating Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act), and Rule 10b-5 thereunder, and from aiding and abetting any violation of Exchange Act Section 13(a) and Rules 13a-1 and 12b-20, and (ii) pleaded guilty to conspiracy to commit wire fraud and securities fraud for which he was sentenced to thirty months’ imprisonment. The Default Order finds these allegations to be true and bars Respondent Cini from participating in an offering of penny stock. (Rel. 34-51798; File No. 3-11856) KENTUCKY BUSINESSMAN GARY FORCE AGREES TO PAY OVER $4 MILLION TO SETTLE SEC INSIDER TRADING CHARGES The Commission today filed an insider trading action against Gary D. Force, the owner of several automobile dealerships in Kentucky and Tennessee. The Commission’s Complaint alleges that from June 1998 through December 1999, Force engaged in highly profitable, illegal securities trading based on inside information he received from his broker, Chad Conner, about seven upcoming mergers or acquisitions. According to the Complaint, Force knew or was reckless in not knowing that the stock recommendations he received from Conner were based on information misappropriated from two investment banking firms in New York City. Based on the inside information, Force made substantial investments in these seven stocks, purchasing as much as $1 million worth of stock in a single transaction. After the deals were announced, Force made more than $1.5 million in profits from his trading, often obtaining high returns in a matter of days or weeks. Force also shared some of the recommendations with his daughter, who purchased stock in advance of four deals and reaped more than $220,000 in profits. Conner’s source for the inside information was James Cooper, one of Conner’s clients, who obtained the information from a source at the New York investment banks. The Complaint alleges that Force compensated Cooper by purchasing stock in one of the seven companies on behalf of Cooper and his brother. Force then authorized Conner to pay $20,000 out of Force’s account to the Coopers, representing the profits from that stock purchase. According to the complaint, Force also arranged for and guaranteed $250,000 in loans from his bank to Cooper and his brother, enabling the Coopers to continue to trade on the inside information. At the time that Force arranged these loans and paid the $20,000 to the Coopers, Force had never met or spoken to them. Force has agreed to settle the charges against him by consenting, without admitting or denying the findings in the Commission’s Complaint, to the entry of a final judgment by the U.S. District Court for the Southern District of New York ordering him to pay a total of $4,152,197. This amount includes disgorgement of Force’s profits in the amount of $1,515,213 and disgorgement of his daughter’s profits in the amount of $221,062; prejudgment interest in the amount of $900,709; and a civil penalty of $1,515,213. The final judgment also enjoins Force from future violations of the antifraud provisions of Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3. The settlement terms are subject to court approval. The Commission’s complaint alleges that Force’s trading was part of a broader insider trading scheme that was launched on the Internet and ultimately involved more than twenty individuals located in and around New York City and Bowling Green, Kentucky. Eighteen individuals have been convicted criminally for their roles in the scheme and the Commission has also obtained civil judgments against those eighteen individuals, including Cooper and Conner. [SEC v. Force, Civil Action No. 05 CV 5411 (VM), USDC, SDNY] (LR-19252) FORMER GENERAL COUNSEL OF INSO, CORP. CONVICTED OF PERJURY IN TESTIMONY BEFORE THE SECURITIES AND EXCHANGE COMMISSION The Securities and Exchange Commission announced that on June 6, a federal jury convicted, Bruce Hill, of Belmont, Massachusetts, of committing perjury in his investigative testimony before the Commission, which was investigating whether fraud was committed in connection with the reporting of revenues by the former Inso Corporation, Inc. (later known as eBT International, Inc.), a now defunct software company headquartered in Boston, Massachusetts. Hill, age 41, the former General Counsel of Inso Corporation, was convicted by a jury sitting before U.S. District Judge Douglas P. Woodlock on charges brought by the United States Attorney for the District of Massachusetts. The jury was deadlocked as to the five remaining counts against Hill: one count of securities fraud, two counts of wire fraud, one count of false statements to accountants and a second perjury count. The Court declared a mistrial as to those counts. Evidence was presented at the month-long criminal trial that at the end of September 1998, Inso Corporation arranged a sham transaction whereby a Malaysian software distributor signed a purchase order for roughly $3 million upon assurances that Inso would actually sell the software to another customer within a few days or weeks. At the end of 1998, Hill, who was the Vice President, Secretary, and General Counsel of Inso, played a pivotal role in arranging a series of deals that were designed to create the appearance that the Malaysian software distributor had paid Inso $3 million for software products that Inso had reported as sold during the third quarter of 1998. In sworn testimony during a Commission investigation, Hill disavowed any knowledge about the preparation of a fraudulent certificate which purported to reflect approval by Inso’s Board of Directors of the issuance of approximately $4 million in letters of credit that were used to create the appearance that Inso received $3 million in payment for the reported third quarter sale. The United States presented evidence at the criminal trial that, contrary to his sworn investigative testimony, Hill had personally directed the preparation of the certificate and approved its signing. Judge Woodlock has not yet scheduled a date for sentencing. For his perjury conviction, Hill faces a maximum penalty of 5 years imprisonment to be followed by 3 years of supervised release and a $250,000 fine. Hill is the third individual to face criminal charges arising from revenue overstatement at the former Inso Corporation. On September 30, 2003, Richard Vatcher, Inso's former Vice-President in charge of worldwide sales pled guilty to violations of the securities laws. Charges are still pending against Hill’s co-defendant Graham Marshall, Inso's former Vice President and Manager of the Electronic Publishing Division. Marshall, age 58, of Aslackby, Sleaford Lincolnshire, United Kingdom, is subject to ongoing extradition proceedings. On June 21, 2002, the Commission filed related civil enforcement actions against Hill and certain other senior officers of Inso. The Commission’s action against Hill remains pending. For more information see Litigation Release No. 18467 (November 17, 2003), Litigation Release No. 18394 (October 4, 2003) and Litigation Release No. 17578 (June 21, 2002). [SEC v. Bruce Hill, et al., U.S. District Court for the District of Massachusetts, Civil Action No. 02- 11244, EFH, Filed June 21, 2002] (LR-19253) SUMMARY JUDGMENT GRANTED AND FINAL JUDGMENT ENTERED AGAINST DIANNA BLAIRTORBETT The Commission announced today that the Honorable R. Allan Edgar, U. S. District Judge for the Eastern District of Tennessee, granted the Commission’s motion for summary judgment and entered a final judgment against Dianna Blairtorbett (“Blairtorbett”) on June 3, 2005. In its order, the Court directed Blairtorbett to pay disgorgement, prejudgment interest and a civil penalty in the amounts of $5,080,266, $1,908,784 and $50,000, respectively, within 30 days from the entry of the final judgment. The Court concluded that Blairtorbett’s consent to an earlier order, which enjoined her from further violations of the antifraud and registration provisions of the federal securities laws, amounted to a stipulation in the instant motion, that all allegations of the complaint were true. On April 1, 2003, Blairtorbett was permanently enjoined from further violations of the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, and from further violations of the registration provisions of Sections 5(a) and 5(c) of the Securities Act. On August 1, 2003, a judgment by default was entered against Blairtorbett’s codefendant, McMinn Consultants, Limited. The complaint in this matter alleged that Blairtorbett and her company McMinn fraudulently offered and sold unregistered securities by promising extravagant rates of return derived from a variety of investments, including purported prime bank trading programs. The defendants raised approximately $7.7 million from nearly 100 investors in thirteen states and the funds were pooled into accounts owned and controlled by McMinn. The complaint also alleged that the defendants made misrepresentations and omissions of material fact to investors concerning, among other things, the touted risk free nature of McMinn’s investments, the use of investor funds, expected returns and the false representation that McMinn’s investments were secured by approximately $7 billion in gold and other precious metals. The precious metals did not exist. Furthermore, the complaint alleged that Blairtorbett falsely represented that an initial investment of $50,000 would be worth approximately $1.7 million in three years and $22 million in five years, but that she had no basis for these representation, and that she knowingly or recklessly failed to disclose that a significant percentage of investor funds would be used to pay the “returns” of earlier investors. [SEC v. Dianna Blairtorbett a/k/a Dianna Blair Torbett a/k/a Dianna Blair-Torbett, Individually and d/b/a McMinn Consultants, and McMinn Consultants, Limited, Civil Action No. 1:02-CV-384, E.D. Tenn.] (LR-19254) SELF-REGULATORY ORGANIZATIONS APPROVAL OF PROPOSED RULE CHANGE The Commission has approved a proposed rule change (SR-NYSE-2004-42) and Amendment No. 1, thereto filed by the New York Stock Exchange under Rule 19b-4 of the Securities Exchange Act of 1934 which eliminates the requirement that a Floor Official approve certain transactions on the Exchange’s Automated Bond System. (Rel. 34-51790) 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: . SB-2 NEW AGE TRANSLATION INC, 12926 MOREHEAD, CHAPEL HILL, NC, 27517, 919-969-2982 - 814,000 ($8,140.00) Equity, (File 333-125575 - Jun. 7) (BR. 09) S-8 YOUBET COM INC, 818-668-2100 - 750,000 ($3,510,000.00) Equity, (File 333-125576 - Jun. 7) (BR. 05C) S-3 GLOBAL SIGNAL INC, 0 ($943,708,213.32) Equity, (File 333-125577 - Jun. 7) (BR. 08) S-4 LAS VEGAS SANDS CORP, 3355 LAS VEGAS BOULEVARD, SOUTH, ROOM 1A, LAS VEGAS, NV, 89109, (702) 414-1000 - 0 ($250,000,000.00) Non-Convertible Debt, (File 333-125578 - Jun. 7) (BR. 08B) SB-2 TurboWorx, Inc., 3 ENTERPRISE DRIVE, SUITE 401, SHELTON, CT, 06484, 203-944-0588 - 180,000 ($90,000.00) Equity, (File 333- 125579 - Jun. 7) (BR. 03A) S-1 EURO CURRENCY TRUST, C/O RYDEX INVESTMENTS, 9601 BLACKWELL ROAD, SUITE 500, ROCKVILLE, MD, 20009, 301-296- 5100 - 0 ($14,679,000.00) Equity, (File 333-125581 - Jun. 7) (BR. 05) S-3 CEDAR SHOPPING CENTERS INC, 44 SOUTH BAYLES AVENUE, PORT WASHINGTON, NY, 11050, 5167676492 - 0 ($470,312,000.00) Equity, (File 333-125582 - Jun. 7) (BR. 08A) S-8 CSG SYSTEMS INTERNATIONAL INC, 7887 EAST BELLEVIEW AVE, SUITE 1000, ENGLEWOOD, CO, 80111, 3037962850 - 12,400,000 ($240,312,000.00) Equity, (File 333-125584 - Jun. 7) (BR. 03B) S-3 GLOBAL SIGNAL INC, 0 ($1,000,000,000.00) Other, (File 333-125585 - Jun. 7) (BR. 08) S-8 ALIGN TECHNOLOGY INC, 851 MARTIN AVENUE, SANTA CLARA, CA, 95050, 4087381500 - 0 ($105,622,849.35) Other, (File 333-125586 - Jun. 7) (BR. 10A) S-3 FREMONT MORTGAGE SECURITIES CORP, 175 NORTH RIVERVIEW DRIVE, ANAHEIM, CA, 92808, 7142836500 - 0 ($6,500,000,000.00) Asset-Backed Securities, (File 333-125587 - Jun. 7) (BR. 05) S-8 FIRST DATA CORP, 6200 SOUTH QUEBEC ST, GREENWOOD VILLAGE, CO, 80111, 402-951-7008 - 6,000,000 ($227,520,000.00) Equity, (File 333-125588 - Jun. 7) (BR. 07C) S-8 HEADLINERS ENTERTAINMENT GROUP, INC., 501 BLOOMFIELD AVENUE, MONTCLAIR, NJ, 07042, 973-233-1233 - 2,000,000 ($3,100,000.00) Equity, (File 333-125589 - Jun. 7) (BR. 05B) S-1 WILLIAMS CONTROLS INC, 14100 SW 72ND AVENUE, PORTLAND, OR, 97224, 5036848600 - 0 ($22,345,852.10) Equity, (File 333-125590 - Jun. 7) (BR. 05C) S-8 EUROTRUST A/S, TOLDBODGADE 63, COPENGAGEN DENMARK, G7, 1253, 500,000 ($2,965,000.00) Equity, (File 333-125591 - Jun. 7) (BR. 11C) S-3 MORGAN STANLEY DEAN WITTER CAPITAL I INC, 1585 BROADWAY, 2ND FLOOR, NEW YORK, NY, 10036, 2127614700 - 0 ($1,000,000.00) Other, (File 333-125593 - Jun. 7) (BR. 05) S-3 VALLEY NATIONAL BANCORP, 1455 VALLEY RD, WAYNE, NJ, 07470, 9733053380 - 0 ($70,021,024.02) Equity, (File 333-125595 - Jun. 7) (BR. 07C) S-8 STANDARD MOTOR PRODUCTS INC, 37 18 NORTHERN BLVD, LONG ISLAND CITY, NY, 11101, 7183920200 - 550,000 ($6,209,500.00) Equity, (File 333-125600 - Jun. 7) (BR. 10C) S-4 SUBURBAN PROPANE PARTNERS LP, P O BOX 206, 240 ROUTE 10 WEST, WIPPANY, NJ, 07981, 9738875300 - 0 ($250,000,000.00) Non-Convertible Debt, (File 333-125601 - Jun. 7) (BR. 02B) S-3 MSGI SECURITY SOLUTIONS, INC, 575 MADISON AVENUE, 10TH FLOOR, NEW YORK, NY, 10022, 917-339-7134 - 843,063 ($6,348,264.39) Equity, (File 333-125602 - Jun. 7) (BR. 08B) S-3 MERGE TECHNOLOGIES INC, 1126 S 70TH STREET, SUITE S-107B, MILWAUKEE, WI, 53214, 4149774000 - 0 ($252,681,286.00) Equity, (File 333-125603 - Jun. 7) (BR. 03C) S-8 MESA AIR GROUP INC, 410 NORTH 44TH STREET, SUITE 700, PHOENIX, AZ, 85008, 6026854000 - 1,500,000 ($9,720,000.00) Equity, (File 333-125604 - Jun. 7) (BR. 05C) SB-2 EFFECTIVE PROFITABLE SOFTWARE, INC., 1 INNWOOD CIRCLE, SUITE 103, LITTLE ROCK, AR, 72211, (501) 223-3310 - 1,505,000 ($150,500.00) Equity, (File 333-125606 - Jun. 7) (BR. 09)