SEC NEWS DIGEST Issue 2000-79 April 26, 2000 COMMISSION ANNOUNCEMENTS CLOSED MEETING - WEDNESDAY, MAY 3,2000 - 11:00 A.M. The subject matter of the closed meeting scheduled Wednesday, May 3, 2000, at 11:00 am. will be Institution and settlement of injunctive actions; and Institution and settlement of administrative proceedings of an enforcement nature. 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 MATIERS NOTICE OF APPLICATION AND ORDER TEMPORARILY GRANTING APPLICATION FOR CONDITIONAL EXEMPTION BY THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. The National Association of Securities Dealers, Inc. has filed an application for a conditional exemption under Section 36(a)(l) of the Exchange Act relating to the acquisition and operation of a software development company by the Nasdaq Stock Market, Inc. The Commission is requesting public comment on the application for a permanent exemption and also is issuing an order approving the NASD's request for a temporary conditional exemption for a period of one year. The Commission will make a final determination concerning the application for a permanent exemption after expiration of the 90-day public comment period and prior to expiration of the one-year temporary exemption. Publication of the application and order is expected in the Federal Register during the week of April 24. (ReI. 34-42713)
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SEC NEWS DIGESTIssue 2000-79 April 26, 2000
COMMISSION ANNOUNCEMENTS
CLOSED MEETING - WEDNESDAY, MAY 3,2000 - 11:00 A.M.
The subject matter of the closed meeting scheduled Wednesday, May 3, 2000, at 11:00 am. will be Institution and settlement of injunctive actions; and Institution and settlement of administrative proceedings of an enforcement nature.
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 MATIERS
NOTICE OF APPLICATION AND ORDER TEMPORARILY GRANTING APPLICATION FOR CONDITIONAL EXEMPTION BY THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
The National Association of Securities Dealers, Inc. has filed an application for a conditional exemption under Section 36(a)(l) of the Exchange Act relating to the acquisition and operation of a software development company by the Nasdaq Stock Market, Inc. The Commission is requesting public comment on the application for a permanent exemption and also is issuing an order approving the NASD's request for a temporary conditional exemption for a period of one year. The Commission will make a final determination concerning the application for a permanent exemption after expiration of the 90-day public comment period and prior to expiration of the one-year temporary exemption. Publication of the application and order is expected in the Federal Register during the week of April 24. (ReI. 34-42713)
ENFORCEMENT PROCEEDINGS
COMMISSION MODIFIES SANCTIONS AGAINST MGSI SECURITIES, INC. AND, AS MODIFIED, DECLARES INITIAL DECISION FINAL
On January 12, 2000, the law judge entered a default judgment against MGSI Securities, Inc. The law judge found that MGSI failed reasonably to supervise certain of its registered representatives with a view to preventing their violation of the securities laws The law judge revoked MGSI's registration as a broker and dealer and ordered MGSI to cease and desist
The Commission set aside the cease and desist order because the Order Instituting Proceedings did not seek this relief against MGSI. As modified, the Commission declared that the initial decision has become the Commission's final decision. (ReI. 34-42717; File No. 3-9702)
SEC IMPOSES PENNY STOCK BAR ON FORMER OFFICER OF GATEWAYS FOR SPACE, INC.
On April 25, the Commission instituted and simultaneously settled administrative proceedings against Louis G Karabochos, a former officer of Gateways for Space, Inc The Commission entered an order barring Mr Karabochos from participating in any offering of penny stock.
The order was based upon entry of judgment against Mr. Karabochos in a civil enforcement action brought by the Commission in United States District Court in San Francisco The Commission's complaint in that case alleged that between approximately 1993 and March 1996, the Karabochos and others fraudulently offered and sold unregistered, restricted Gateways stock to more than 780 investors nationwide, resulting in investor losses of approximately $5 million. In his offer and sale of stock, Karabochos made material misrepresentations or omissions to investors. For example, Karabochos misrepresented to prospective investors that after six months they could exchange their restricted stock either for the amount of their original investment, plus interest, or for unrestricted Gateways shares. The complaint also alleged that Karabochos overstated the Company's sales of videotapes to investors, prepared false sales reports and instructed Gateways employees to mislead investors as to the true level of current sales.
Karabochos settled the federal court action and consented to the Commission's order without either admitting or denying the allegations The order against Karabochos was imposed pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 (ReI 34-42718, File No 3-10191)
NEWS DIGEST, April 26, 2000 2
CEASE AND DESIST ORDER ENTERED AGAINST GERALD WETZLER
On April 25, the Commission issued an Order pursuant to Section 21C of the Securities Exchange Act of 1934 (Exchange Act) against Gerald M. Wetzler (Wetzler), requiring Wetzler to cease and desist from committing or causing any violations or future violations of Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-l, 13d-2, 16a-2 and 16a-3 thereunder. Wetzler served as chairman of the board of directors and chief executive officer of American Film Technologies, Inc. (American Film) from October 26; 1993 until September 13, 1999. Wetzler is and has been a beneficial owner of more than ten percent of the equity securities of American Film. American Film's common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act, and as a result of American Film's bankruptcy proceedings, the shares of its common stock were delisted from NASDAQ and now trade on a limited basis in the pink sheets.
Wetzler, without admitting or denying the allegations in the Commission's Order, consented to the entry of the Order finding that: (1) he failed to file or feiled -to timely file two Schedules 13D and twenty-two amendments thereto, resulting in delinquencies ranging from one week to four years and four months, and (2) failed to file or failed to timely file twenty-seven Forms 4 (with delinquency periods ranging from one week to more than two years and eleven months), and four Forms 5 (with delinquency periods ranging from more than one month to more than two years and six months). The total value of the transactions in American Film stock for which Wetzler filed late Forms 4 and 5 is approximately $1,236,161. (ReI. 34-42719; File No. 3-10192)
INVESTMENT COMPANY ACT RELEASES
SUN CAPITAL ADVISERS TRUST AND SUN CAPITAL ADVISERS, INC.
An order has been issued on an application filed by Sun Capital Advisers Trust and Sun Capital Advisers, Inc. granting an exemption from Section 15(a) of the Investment Company Act and Rule 18f-2 under the Act. The order permits applicants to enter into and materially amend investment subadvisory agreements without shareholder approval (ReI IC-24401 - April 24)
THE PACIFIC CORPORATE GROUP PRIVATE EQUITY FUND, ET AL.
A notice has been issued giving interested persons until May 19, 2000, to request a hearing on an application filed by The Pacific Corporate Group Private Equity Fund (Fund) and the Pacific Corporate Group (Adviser) for an order under Section 17(d) of the Investment Company Act and Rule 17d-I under the Act to permit certain joint transactions The applicants seek to amend a prior order (Prior Order) that permits the Fund to co-invest with other investment vehicles managed by the Adviser or its affiliates and/or, under certain circumstances, with the Adviser or its affiliates. The amended order would revise certain conditions of the Prior Order. (ReI IC-24402 - April 24)
3 NEWS DIGEST, April 26, 2000
SELF-REGULATORY ORGANIZATIONS
APPROVAL OF PROPOSED RULE CHANGE
The Commission approved a proposed rule change filed by The Depository Trust Company (SR-DTC-99-24) that will revise DIC's collateralization procedures. (ReI 34.-42711) .
ACCELERATED APPROVAL OF PROPOSED RULE CHANGE
The Commission granted accelerated approval to a proposed rule change submitted by the National Association of Securities Dealers (SR-NASD-00-19) relating to Level 1 Market Data Fees. (ReI. 34-42715)
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: <[email protected]>. In most cases, this information is also available on the Commission's website: <www.sec.gov>
S-8 TITAN CORP, 3033 SCIENCE PARK RD, SAN DIEGO, CA 92121 (858) 552-9500 -262,000 ($1,785,760) COMMON STOCK. (FILE 333-35102 --APR. 19) (BR. 3)
S-l LEARNINGEXPRESS COM HOLDINGS INC, 29 BUENA VISTA ST, AYER, MA 01432 (978) 889-1000 - 2,607,750 ($782,325) COMMON STOCK. 1,550,000 ($2,712,500) PREFERRED STOCK. (FILE 333-35178 - APR. 19) (NEW ISSUE)
S-8 AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORP, 6227 SOUTH WEST FREEWAY,HOUSTON, TX 77074 (713) 988-8884 - 600,000 ($900,000) COMMON STOCK. (FILE333-35180 - APR. 20) (BR. 9)
S-l GOMEZ ADVISORS INC, 55 OLD BEDFORD ROAD, SUITE 13, LINCOLN, MA 01773 (781) 257-2550 - $60,000,000 COMMON STOCK. (FILE 333-35182 - APR. 20)
S-l THRUPOINT INC, 1372 BROADWAY, NEW YORK, NY 10018 (212) 557-1870 -$57,500,000 COMMON STOCK. (FILE 333-35184 - APR. 20) (NEW ISSUE)
S-4 TITAN CORP, 3033 SCIENCE PARK RD, SAN DIEGO, CA 921?1 (828) 552-9500 -$900,000 COMMON STOCK. (FILE 333-35188 - APR. 20) (BR. "3)
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 AssetsItem 3 Bankruptcy or Receivership.Item 4 Changes in Registrant's Certifying AccountantItem 5. Other Materially Important EventsItem 6. Resignations of Registrant's Directors.Item 7. Financial Statements and ExhibitsItem 8. Change in Fiscal Year.Item 9 Regulation S Offerings.
The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reportspreviously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person orby writing to the Commission's Public Reference Branch at 450 Fifth Street,N.W., Washington, DC20549 or at the following e-mail boxaddress:<[email protected]>.Inmostcases.this information isalso available on the Commission's website' <www.sec.gov>.
STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 DATE COMMENT
ABN AMRO MORTGAGE CORP SERIES 2000- DE X 04/25/002
ACCEPTANCE INSURANCE COMPANIES INC DE X 04/12/00ACCORD ADVANCED TECHNOLOGIES INC X X 04/24/00ADVANTA CORP DE X X 04/25/00AETHLON MEDICAL INC NV X x 04/10/00AIR PRODUCTS & CHEMICALS INC /DE/ DE x 04/24/00ALTAIR INTERNATIONAL INC A6 X 04/07/00AMERICAN EDUCATIONAL PRODUCTS INC CO X X 04/20/00
CUMULUS MEDIA INC DAUPHIN TECHNOLOGY INC DERMA SCIENCES INC DEUTSCHE FLOORPLAN RECEIVABLES L P DIGITAL DJ HOLDINGS INC DUPONT E I DE NEMOURS & CO DYNAMEX INC DYNEGY INC /IL/EB2B COMMERCE INC //EDUCATION LOANS INC /DEELECTRONICS BOUTIQUE HOLDINGS CORP ELOYALTY CORP ELSINORE CORP EMERGING VISION INC ENERGIZER HOLDINGS INC ENTRADE INC ENVIRONMENTAL REMEDIATION HOLDING C
ENVISION DEVELOPMENT CORP /FL/EQUITY MARKETING INC ESTERLINE TECHNOLOGIES CORP EURAMAX INTERNATIONAL PLC EXELIXIS INC EXPRESS SCRIPTS INC FAVORITE BRANDS INTERNATIONAL INC FIRST MID ILLINOIS BANCSHARES INC FIRST MIDWEST BANCORP INC FIRST PALMETTO FINANCIAL CORP FIRST SIERRA RECEIVABLES II INC FIRST SIERRA RECEIVABLES III INC FIRST UNION DIRECT BANK N A FIRST UNION MASTER CREDIT CARD TRUS
FIRSTCAI INC FLEMING COMPANIES INC lOKI FNB CORP \VA\ FOURTH CAl INC FRANKLIN RESOURCES INC FRISBY TECHNOLOGIES INC FUNCO INC GARTNER GROUP INC GE CAPITAL MORTGAGE SERVICES GE CAPITAL MORTGAGE SERVICES GE CAPITAL MORTGAGE SERVICES GE CAPITAL MORTGAGE SERVICES GIBBS CONSTRUCTION INC GOLFGEAR GRAYSTONE WORLD WIDE INC GREENWICH CAPITAL ACCEPTANCE GS MORTGAGE SEC CORP II COMM
HUMBOLDT BANCORP HYSEQ INC IBIS TECHNOLOGY CORP IBM CREDIT CORP ILM II SENIOR LIVING INC IVA ILM SENIOR LIVING INC IVA INFOSPACE COM INC INFRASTRUCTURE INTERNATIONAL
INTERNATIONAL PAPER CO /NEW/INTERNATIONAL SPEEDWAY CORP INTERNET SERVICE NETWORK INC INTERNET STUDIOS COM INC INVESTMENT PROPERTIES ASSOCIATES lXATA GROUP INC JOHNSTON INDUSTRIES INC JUPITER COMMUNICATIONS INC KANA COMMUNICATIONS INC LA JOLLA FRESH SQUEEZED COFFEE CO
LASALLE HOTEL PROPERTIES LASON INC MAIL COM INC MAS ACQUISITION X CORP MEDICAL DYNAMICS INC MEDICALOGIC INC MELLON BANK PREMIUM
STER TRUST FINANCE LOAN MA
CO OR NY
MD DE DE
X
X X
X X
X
X
X
X
X
04/24/0004/04/0002/08/0004/17/0004/10/00
_04/04/0002/29/00
AMEND
MGI PROPERTIES MICRO COMPONENT TECHNOLOGY INC MILLENNIUM PHARMACEUTICALS INC MONTANA POWER CO /MT/MOTIENT CORP NATIONAL FUEL GAS CO NATIONSLINK FUNDING CORP COMM MORT
STATE 8K ITEM NO.NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 DATE COMMENT
NISSAN AUTO RECEIVABLES CORP /DE NISSAN AUTO RECEIVABLES CORP /DENOBLE ONIE INC NORTH FORK BANCORPORATION INC NORTH LILY MINING CO NORTHEAST INDIANA BANCORP INC NOVA NATURAL RESOURCES CORP NS GROUP INC NTN COMMUNICATIONS INC OLD KENT FINANCIAL CORP /MI/ONE LIBERTY PROPERTIES INC ONYX ACCEPTANCE FINANCIAL CORP OPEN MARKET INC OPTION ONE MORTGAGE ACCEPTANCE CORP OPTION ONE MORTGAGE ACCEPTANCE CORP OSWEGO COUNTY BANCORP INC PAINE WEBBER GROUP INC PARAGON TRADE BRANDS INC PENTASTAR COMMUNICATIONS INC PEOPLES BANK CREDIT CARD MASTER TRU
ST PEOPLES HERITAGE FINANCIAL GROUP IN
C PEPPERMILL CAPITAL CORP PHONE COM INC PHOTONICS CORP PINNACLE MICRO INC PLATO LEARNING INC PMA CAPITAL CORP POPMAIL COM INC PRIVATEBANCORP INC PROVIDIAN MASTER TRUST PROVIDIAN NATIONAL BANK /NEW/ QUADRATECH INC \NV\ REHABILICARE INC RENT WAY INC REPUBLIC SERVICES INC RESIDENTIAL FUNDING MORTGAGE SECURI
TIES I INC RESOURCEPHOENIX COM RYDER VEHICLE LEASE TRUST 1999-A SAFECO CORP SALIENT CYBERTECH INC SAN HOLDINGS INC SAXON ASSET SEC TRUST 2000 1 MTG LN
ASSET BK CERT SER 2000 1 SAXTON INC SBC COMMUNICATIONS INC SBI COMMUNICATIONS INC SBI COMMUNICATIONS INC SCG HOLDING CORP SEACHANGE INTERNATIONAL INC SEDONA CORP SFAC NEW HOLDINGS INC
11 NEWS DIGEST, April 26, 2000
DE DE NV DE UT DE CO KY DE MI MD DE DE DE DE DE DE DE DE CT
SUNDOG TECHNOLOGIES INC SUNSOURCE INC SYBRON INTERNATIONAL CORP TAL WIRELESS NETWORKS INC TALBOTS INC TELECOMM INDUSTRIES CORP TELNET WORLD COMMUNICATIONS TELNET WORLD COMMUNICATIONS TEXACO INC THIRDCAI INC TIME WARNER INC/TIMES MIRROR CO /NEW/TORQUE ENGINEERING CORP TOWER AUTOMOTIVE INC TRANSACT TECHNOLOGIES INC TRANSACT TECHNOLOGIES INC TV FILME INC U S WIRELESS DATA INC USINTERNETWORKING INC VENTRO CORP VIGNETTE CORP VITESSE SEMICONDUCTOR CORP WASHINGTON REAL ESTATE INVESTMENT
WEBQUEST INTERNATIONAL INC WELLS FARGO ASSET SECURITIES WESTVACO CORP WHIRLPOOL CORP /DE/WORLD INTERNETWORKS INC WSB HOLDING CO XOMA LTD Z TEL TECHNOLOGIES INC 2DOBIZ COM INCICES INC 3TEC ENERGY CORP