Form 12b-25


Washington, D.C. 20549

FORM 12b-25



For Period Ended September 30, 2002


(Full name of registrant )

(Commission File Number)

9601 Jeronimo Road, Irvine, California
(Address of principal executive offices)
(Zip code)

Registrant’s telephone number, including area code: (949) 598-6000

(Former name, if changed since last report): not applicable.



Part II. Rule 12b-25(b) and (c)

         If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. Check box if appropriate. [X]

    (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
    (b) The subject annual report, semi-annual report, transition report on Form 10-KL, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date, or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
    (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

Part III. Reasons for Delay in Filing Form 10-Q Within Prescribed Time Period

The Company’s Form 10-Q has not been filed with the Commission within the prescribed time period (by November 14, 2002) for the following reasons which were outside the Company’s control and which could not have been avoided without unreasonable effort or expense:

The Company terminated KPMG LLP effective November 14, 2002. The audit committee of the Company is in the process of appointing a new audit firm. The new audit firm has been performing their required background investigation. Once appointed, the new audit firm will need to complete their SAS 71 reviews of our quarters ended June 30, 2002 and September 30, 2002.

Part IV. Other Information

         (1)  Name and telephone number of person to contact in regard to this notification: James W. Dolan, (949) 598-6404.

         (2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the proceeding 12 months or for such shorter period that the Registrant was required to file such reports been filed? If the answer is no, identify reports. Yes x No o

         (3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes o No x





Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  November 15, 2002   By:   /s/ William Brian Kretzmer
        William Brian Kretzmer
President and Chief Executive Officer
Date:  November 15, 2002   By:   /s/ James W. Dolan
        James W. Dolan
Chief Financial and Operating Officer