CDR: SECrets Newsletter 9.18.00

[EDGAR Online News]

EDGAR Online's SECrets Newsletter
Editor: Timothy Middleton, EDGAR Online Analyst
mailto:editor at edgar-online.com

***INSIDE THIS ISSUE
NEW AND NOTEWORTHY: SEC Warns on Pre-IPO Fraud
QUESTION OF THE WEEK: Schedule 13D
ON THE INSIDE: TCF Financial Insiders are Sellers
COMPANIES MENTIONED IN THIS ISSUE
PEOPLE MENTIONED IN THIS ISSUE

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*** NEW AND NOTEWORTHY ***
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SEC Warns on 'Pre - IPO' Fraud
Federal regulators have detected an increase in fraudulent securities
offerings online and are warning investors to be careful of online
securities sales. Regulators are also warning investors to be wary
of ``pre-IPO'' stock offerings - i.e. opportunities for investors
to get a "jump" on the market before the firms go public. The SEC
has recently charged several offending companies with fraud.
On Thursday, the SEC said it had reached a settlement with Austin,
Texas-based 1stBuy.com Inc., a company that operates an Internet
retail site. Roger D. Pringle, the company's founder and chief
financial officer, neither admitted nor denied wrongdoing in
agreeing to the settlement of the SEC's allegations, but agreed to
pay a $25,000 fine. Regulators say 1stBuy.com raised $3.8 million
from 1,200 investors nationwide by making false and misleading
statements about an IPO, and by referring to the offering as a
``pre-IPO.''
According to the Associate Press, it was the fourth such action
by the SEC recently. Since March, the SEC has alleged that three
Internet companies, New World Web Vision.com, Y2K Highway Inc. and
Stadtt Media LLC, committed securities fraud by making false claims
about IPOs. All three cases are pending in federal court.

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*** QUESTION OF THE WEEK***
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QUESTION: What is a Schedule 13D?

ANSWER:  Schedule 13D is an SEC document that must be filed by any
person or entity acquiring direct or beneficial ownership of at least
5% of any class of a company's outstanding shares. The purchaser must
file Schedule 13D within 10 days of reaching the 5% ownership
threshold, and all subsequent trades must be stated promptly on an
"amended" 13D. The purchaser must also indicate their intention of
ownership - i.e. passive investment or takeover attempt. The
purchaser must also file a 13D with the company itself, and with the
stock exchange on which the shares are listed.

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***ON THE INSIDE***
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TCF Financial Insiders are Sellers

Regional banks have defied a broader rally this year in the financial
services sector. While the financial services sector is ahead 7.7%
through July, according to Standard & Poor's, the average regional
bank stock was down 3.3%.

Not so shares of TCF Financial Corp (TCB). They are up 57% this year,
not including dividends paid in February, May and August. The holding
company for TCF National Bank and TCF National Bank Colorado, which
operates in five upper Midwest states, likewise hiked its quarterly
payout during the period to 21.3 cents a share, from 18.8 cents.

Insiders have shown prescience in the past, selling into strength in
their company's stock just ahead of sometimes-steep declines. Lately,
they've been selling again. In the last two months, five of them have
filed Form 144s with the SEC that indicate the sale of more than
200,000 shares, according to Thomson Financial/First Call. Most
recently William A. Cooper, chief executive, reported on Aug. 23
selling 90,000 shares for $32 apiece, or nearly $2.9 million
http://www.edgar-online.com/auth/doctrans/default.asp?doc=B-117264

TCF has prospered in part because it has managed to boost deposits
significantly. In general, says James F. Catudal, manager of Fidelity
Select Financial Services Fund, (FIDSX): "Regional banks are right
now funding loan growth with purchased money. They're not able to
attract low-cost deposits from customers anymore."

That's exactly what TCF has managed to do, however. On Sept. 9, it
announced that its network of branches in supermarkets had topped
$1 billion in deposits, or nearly 10% of the bank's total. TCF is
the fourth-largest operator of bank branches in supermarkets, with
212 of them. In the Chicago area, TCF claims to have the second-highest
number of non-interest bearing retail checking accounts.

Thomson's Paul Elliott says Cooper "last sold shares in November of
last year, ahead of a 35% decline" in the company's stock.

Another prominent seller has been Timothy P. Bailey, president of
the company's Wisconsin operations. He filed Form 144 on July 26
http://www.edgar-online.com/auth/doctrans/default.asp?doc=B-113165
reporting the sale of 4,000 shares for $29.88 per share, or about
$119,500.

A spokeswoman for TFC said, "We do not comment on insider selling
transactions."

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*** IPOs ON DECK FROM IPO EXPRESS***
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USER NOTE: Before a company can go public
(that is, sell shares on an exchange), it must file an S-1 form with
the SEC.  The S-1 document, easily accessible via EDGAR Online, i
extensive and includes such information as: risk factors, financials,
strategy, industry trends, management bios, investors and more.

IPOs on Deck

Kyphon Inc. (KYPH) of Sunnyvale, CA
http://www.edgar-online.com/ipoexpressn/company.asp?company=4998

EDGAR INSIGHT: Kyphon Inc. filed Sep. 13 for an IPO.  US Bancorp
Piper Jaffray Inc. is the lead underwriter.  The proposed offering
is expected to raise $57.5 million.  The company makes orthopedic
devices for spine treatment, with over 300 U.S. physicians trained
in the use of their products.  Warburg Pincus Ventures L.P. has a
49.5% stake in the company.

Monolithic System Technology Inc. (MOSY) of Sunnyvale, CA
http://www.edgar-online.com/secrets.asp?d=A-890394-0000912057-00-041425

EDGAR INSIGHT: Monolithic System Technology Inc. filed Sep. 14 to set
its price at $9-$11 per share and its number of shares to 5 million.
JP Morgan Securities Inc. is the lead underwriter.  The proposed
offering is expected to raise $63.3 million.  The company markets the
embedded-memory technology 1T-SRAM and has strategic relationships
with Lucent Technologies, Nintendo Corp., and NEC Corp.  The
37-employee company's revenues were $15.4 million in 1999.

Novatel Wireless Inc. (NVTL) of San Diego, CA
http://www.edgar-online.com/secrets.asp?d=A-1022652-0000950150-00-000764

EDGAR INSIGHT: Novatel Wireless Inc. filed Sep. 14 to set its IPO
price at $10-$12 per share and the number of shares at 7 million.
CS First Boston Corp. is the lead underwriter.  The company is a
leading provider of wireless communications access solutions, with
customers including Verizon Wireless and AT&T Wireless.  The
248-employee company's revenues in 1999 were $9.6 million.

Deals Undone

Intellisys Group Inc. (ISGP) of Mountain View, CA
http://www.edgar-online.com/ipoexpressn/company.asp?company=2924

EDGAR INSIGHT: Intellisys Group Inc. filed Sep. 13 to withdraw its
IPO.  Wedbush Morgan Securities Inc. was the lead underwriter.  The
offering had been expected to raise $18 million.  The company
installs audio, video and data networking systems, and clients
include Netscape, NASA-Ames Research Labs and Stanford University.

Insession Technologies Inc. (INSX) of Hinsdale, IL
http://www.edgar-online.com/ipoexpressn/company.asp?company=4759

EDGAR INSIGHT: Insession Technologies Inc. filed Sep. 14 to withdraw
its IPO.  Salomon Smith Barney Inc. was the lead underwriter.  The
proposed offering was expected to raise $70 million.  The company
provides e-business software and service for related applications,
and has 340 customers worldwide.  The 161-employee company's 1999
revenues were $39.6 million.

Deals Redone

Luminent Inc. (LMNE) of Chatsworth, CA
http://www.edgar-online.com/ipoexpressn/company.asp?company=4866

EDGAR INSIGHT: Luminent Inc. filed Sep. 13 to change its ticker
symbol to LMNE from LUMN, and to set its price at $13-$15 per share
and offer 12 million shares.  CS First Boston Corp. is the lead
underwriter.  The projected offering is expected to raise $155
million.  The company is a maker of fiber optic components, and is a
unit of MRV Communications (MRVC), an optical component and network
company that will own approximately 92% of Luminent Inc. after the
IPO.

Hydrogenics Corp. (HYGS) of Woodbridge, Ontario, Canada
http://www.edgar-online.com/ipoexpressn/company.asp?company=4875

EDGAR INSIGHT: Hydrogenics Corp. filed Sep. 13 to set its IPO price
at $10-$12 per share and offer 7 million shares.  The 63-employee
company tests fuel cells for General Motors (GM), the U.S. Army and
other companies and institutions.  The testing stations are billed
as "environment friendly" because water and heat are the main
byproducts. Salomon Smith Barney Inc. is the lead underwriter.

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**COMPANIES MENTIONED IN THIS ISSUE***
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1stBuy.com Inc
AT&T Wireless
CS First Boston Corp
Fidelity Select Financial Services Fund
General Motors
Hydrogenics Corp
Insession Technologies Inc
Intellisys Group Inc
JP Morgan Securities Inc
Kyphon Inc
Lucent Technologies
Luminent Inc
Monolithic System Technology Inc
MRV Communications
NASA-Ames Research Labs
NEC Corp
Netscape
New World Web Vision.com
Nintendo Corp
Novatel Wireless Inc
Salomon Smith Barney Inc
Stadtt Media LLC
Stanford University
TCF Financial Corp
U.S. Army
US Bancorp Piper Jaffray Inc
Verizon Wireless
Warburg Pincus Ventures LP
Wedbush Morgan Securities Inc
Y2K Highway Inc

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**PEOPLE MENTIONED IN THIS ISSUE***
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Bailey, Timothy P.
Catudal, James F.
Cooper, William A.
Elliott, Paul
Pringle, Roger D.

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ABOUT THE EDITOR
----------------------------------------
SECrets is written by EDGAR Online Analyst, Timothy Middleton.
Timothy has covered business and financial topics for
The Wall Street Journal, The New York Times, Dow Jones News Service
and Crain's New York Business.  Twice nominated for the
Pulitzer Prize in investigative journalism, his weekly business
reports can be heard on WCBS Radio and Microsoft MoneyCentral Radio.

For press, syndication, and advertising inquiries, contact
Group Publisher Hank Berkowitz at
mailto:hberkowitz at edgar-online.com
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Copyright 2000, EDGAR Online, Inc.
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----------------------------------------
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Timothy Middleton, a consultant of EDGAR
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