SEC NEWS DIGEST

Commission Announcements

Commission Suspends Trading in the Securities of Five Issuers for Failure to Make Required Periodic Filings

The Securities and Exchange Commission (Commission) announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EST on December 4, 2013 and terminating at 11:59 p.m. EST on December 17, 2013:

• Community Alliance, Inc. (COMA)
   
• Defi Global, Inc. (LCHL)
   
• Easy Energy, Inc. (ESYE)
   
• Industry Concept Holdings, Inc. (INHL)
   
• Transworld Benefits International, Inc. (TBII)

The Commission temporarily suspended trading in the securities of the foregoing companies due to a lack of current and accurate information about the companies because they have not filed certain periodic reports with the Commission. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act).

The Commission cautions brokers, dealers, shareholders and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by these companies.

Brokers and dealers should be alert to the fact that, pursuant to Exchange Act Rule 15c2-11, at the termination of the trading suspensions, no quotation may be entered relating to the securities of the subject companies unless and until the broker or dealer has strictly complied with all of the provisions of the rule. If any broker or dealer is uncertain as to what is required by the rule, it should refrain from entering quotations relating to the securities of these companies that have been subject to trading suspensions until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. Any broker or dealer with questions regarding the rule should contact the staff of the Securities and Exchange Commission in Washington, DC at (202) 551-5720. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action.

If any broker, dealer or other person has any information which may relate to this matter, they should immediately communicate it to the Delinquent Filings Group of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-70974; Order)

Commission Suspends Trading in the Securities of Four Issuers for Failure to Make Required Periodic Filings

The Commission announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EST on December 4, 2013 and terminating at 11:59 p.m. EST on December 17, 2013:

• Catch By Gene, Inc. (CBYG)
   
• Four Star Holdings, Inc. (FSTH)
   
• Great Spirits, Inc. (GSPS)
   
• Texas Sweet Crude Oil Corp. (TXSC)

The Commission temporarily suspended trading in the securities of the foregoing companies due to a lack of current and accurate information about the companies because they have not filed certain periodic reports with the Commission. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act).

The Commission cautions brokers, dealers, shareholders and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by these companies.

Brokers and dealers should be alert to the fact that, pursuant to Exchange Act Rule 15c2-11, at the termination of the trading suspensions, no quotation may be entered relating to the securities of the subject companies unless and until the broker or dealer has strictly complied with all of the provisions of the rule. If any broker or dealer is uncertain as to what is required by the rule, it should refrain from entering quotations relating to the securities of these companies that have been subject to trading suspensions until such time as it has familiarized itself with the rule and is certain that all of its provisions have been met. Any broker or dealer with questions regarding the rule should contact the staff of the Securities and Exchange Commission in Washington, DC at (202) 551-5720. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action.

If any broker, dealer or other person has any information which may relate to this matter, they should immediately communicate it to the Delinquent Filings Group of the Division of Enforcement at (202) 551-5466, or by e-mail at DelinquentFilings@sec.gov. (Rel. 34-70976; Order)

ENFORCEMENT PROCEEDINGS

Commission Charges Fifth Third Bancorp and Former CFO for Improper Accounting of Substantial Loan Losses during Financial Crisis

The Commission today charged the holding company of Cincinnati-based Fifth Third Bank and its former chief financial officer with improper accounting of commercial real estate loans in the midst of the financial crisis.

Fifth Third agreed to pay $6.5 million to settle the SEC’s charges, and Daniel Poston agreed to pay a $100,000 penalty and be suspended from practicing as an accountant on behalf of any publicly traded company or other entity regulated by the SEC.

According to the SEC’s order instituting settled administrative proceedings, Fifth Third experienced a substantial increase in “non-performing assets” as the real estate market declined in 2007 and 2008 and borrowers failed to repay their loans as originally required. Fifth Third decided in the third quarter of 2008 to sell large pools of these troubled loans. Once Fifth Third formed the intent to sell the loans, U.S. accounting rules required the company to classify them as “held for sale” and value them at fair value. Proper accounting would have increased Fifth Third’s pretax loss for the quarter by 132 percent. Instead, Fifth Third continued to classify the loans as “held for investment,” which incorrectly suggested that the company had not made the decision to sell the loans.

“Improper accounting by Fifth Third and Poston misled investors during a time of significant upheaval and financial distress for the company,” said George S. Canellos, co-director of the SEC’s Division of Enforcement. “It is important for investors to know the financial consequences of decisions made by management, so accounting rules that depend on management’s intent must be scrupulously observed.”

According to the SEC’s order, Poston was familiar with the company’s loan sale efforts, which included entering into agreements with brokers during the third quarter of 2008 to market and sell loans. Despite understanding the relevant accounting rules, Poston failed to direct Fifth Third to classify and value the loans as required. Poston also made inaccurate statements to Fifth Third’s auditors about the company’s loan classifications, and certified the company’s inaccurate results for the third quarter of 2008.

“By failing to classify large pools of loans as required, Fifth Third and Poston kept investors from knowing the full truth behind its commercial real estate loan portfolio,” said Stephen L. Cohen, an associate director in the SEC’s Division of Enforcement.

Fifth Third and Poston consented to the entry of the order finding that they violated or caused violations of Sections 17(a)(2) and (3) of the Securities Act of 1933 as well as the reporting, books and records, and internal controls provisions of the federal securities laws. Without admitting or denying the findings, they agreed to cease and desist from committing or causing any violations and any future violations of these provisions. Poston is suspended from appearing or practicing before the SEC as an accountant pursuant to Rule 102(e) of the Commission’s Rules of Practice with the right to apply for reinstatement after one year.

The SEC’s investigation was conducted by Beth Groves, Paul Harley, Jonathan Jacobs, and Jim Blenko. The SEC appreciates the assistance of the Office of the Special Inspector General for the Troubled Asset Relief Program (SIGTARP). (Press Rel. 2013-255; Rel. 33-9490)

In the Matter of Nicholas J. Polito, Jr.

The Commission announced the issuance of an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act, Making Findings, and Imposing Remedial Sanctions (“Order”) against Nicholas J. Polito, Jr. (“Polito”). The Order finds that from 2005 to August 2010, Polito was an employee of PNC Investments LLC, which is a broker-dealer and investment adviser registered with the Commission. Polito, age 66, is a resident of Pennsylvania.

The Order further finds that, on October 17, 2012, Polito pleaded guilty to one count of bank fraud in violation of Title 18 United States Code, Section 1344 before the United States District Court for the Middle District of Pennsylvania, in United States v. Nicholas J. Polito, Jr., Crim. Information No. 3-CR-12-261. On May 6, 2013, a judgment in the criminal case was entered against Polito. He was sentenced to a prison term of 42 months followed by three years of supervised release and ordered to make restitution in the amount of $673,349.44. The count of the criminal information to which Polito pleaded guilty alleged, among other things, that, from 2005 to on or about November 16, 2011, Polito knowingly executed a scheme or artifice to defraud PNC Bank and to fraudulently obtain money from the bank’s customer accounts by, among other means, forging investor’s names on checks and falsifying investment account statements.

Based on the above, the Order bars Polito from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization and from participating in any offering of a penny stock, including acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock. Polito consented to the issuance of the Order. (Rel. 34-70980)

Court Orders Edward M. Daspin to Comply with Commission Subpoena

On November 27, 2013, the United States District Court for the Southern District of New York ordered Edward Michael Daspin, also known as “Edward Michael” and “Ed Michael” (“Daspin”), to comply with an investigative subpoena calling for his testimony. The court directed Daspin to appear for testimony despite his claimed heightened susceptibility to stress. The court also denied Daspin’s cross-motion for a protective order to limit the SEC to examining Daspin through written questions or alternatively to require the agency to pay for his personal physician to attend the testimony. [S.E.C. v. Edward M. Daspin, a/k/a “Edward Michael,” a/k/a “Ed Michael,” 13 Misc. 389 (RMB) (S.D.N.Y)] (LR-22884)

Commission Orders Hearings on Registration Suspension or Revocation against Five Companies for Failure to Make Required Periodic Filings

In conjunction with these trading suspensions, the Commission today also instituted a public administrative proceeding to determine whether to revoke or suspend for a period not exceeding twelve months the registration of each class of the securities of five companies for failure to make required periodic filings with the Commission:

In the Matter of Community Alliance, Inc., et al., Administrative Proceeding File No. 3-15632

• Community Alliance, Inc. (COMA)
   
• Defi Global, Inc. (LCHL)
   
• Easy Energy, Inc. (ESYE)
   
• Industry Concept Holdings, Inc. (INHL)
   
• Transworld Benefits International, Inc. (TBII)

In this Order, the Division of Enforcement (Division) alleges that the Respondents are delinquent in their required periodic filings with the Commission.

In these proceedings, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and/or 13a-13 thereunder, are true. The judge in the proceedings will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in the proceedings issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-70973)

Commission Orders Hearings on Registration Suspension or Revocation against Six Companies for Failure to Make Required Periodic Filings

In conjunction with these trading suspensions, the Commission today also instituted a public administrative proceeding to determine whether to revoke or suspend for a period not exceeding twelve months the registration of each class of the securities of six companies for failure to make required periodic filings with the Commission:

In the Matter of Catch By Gene, Inc., et al., Administrative Proceeding File No. 3-15633

• Catch By Gene, Inc. (CBYG)
   
• Four Star Holdings, Inc. (FSTH)
   
• Great Spirits, Inc. (GSPS)
   
• Solid Management Corp.
   
• Shatrusen, Inc.
   
• Texas Sweet Crude Oil Corp. (TXSC)

In this Order, the Division of Enforcement (Division) alleges that the Respondents are delinquent in their required periodic filings with the Commission.

In these proceedings, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and/or 13a-13 thereunder, are true. The judge in the proceedings will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in the proceedings issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-70975)

Kiavanni Pringle Barred From the Securities Industry

Kiavanni Pringle (Pringle) has been barred from the securities industry. The sanction was ordered in an administrative proceeding before an administrative law judge, following a June 2013 injunction against violations of the antifraud and registration provisions of the federal securities laws. From the third quarter of 2010 through July 15, 2011, while associated with an unregistered broker-dealer, ST Underwriters, in connection with the sale of fictitious securities, Pringle misappropriated investor funds, falsely represented to investors that their funds were invested in Swiss debentures with no risk to their principal, and otherwise engaged in a variety of conduct that operated as a fraud and deceit on investors. He also sold unregistered securities. (ID-539)

INVESTMENT COMPANY ORDERS

Compass Efficient Model Portfolios, LLC, et al.

A notice has been issued giving interested persons until December 30, 2013, to request a hearing on an application filed by Renaissance Capital Greenwich Funds, et al., for an order to permit: (a) series of certain open-end management investment companies to issue shares (Shares) redeemable in large aggregations only (Creation Units); (b) secondary market transactions in Shares to occur at negotiated market prices; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days after the tender of Shares for redemption; (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units; and (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares. (IC-30817)

SELF-REGULATORY ORGANIZATIONS

Immediate Effectiveness of Proposed Rule Change

A proposed rule change (SR-NYSEArca-2013-129) filed by the NYSE Arca, Inc. amending Rule 6.37A to eliminate the requirement that market makers comply with the bid-ask differential requirements specified in Rule 6.37(b)(1)(A)-(F) when electronically bidding and offering on the Exchange system during the opening auction process has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected to be made in the Federal Register during the week of December 9, 2013. (Rel. 34-70977)

A proposed rule change (SR-NYSEMKT-2013-96) filed by the NYSE MKT LLC amending Rule 925NY to eliminate the requirement that market makers comply with the bid-ask differential requirements specified in Rule 925NY(b)(4)(A)-(E) when electronically bidding and offering on the Exchange system during the opening auction process has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected to be made in the Federal Register during the week of December 9, 2013. (Rel. 34-70978)

A proposed rule change filed by the New York Stock Exchange LLC (SR-NYSE-2013-77) amending its Price List in order to provide for fees for a lower-latency 10 gigabit Liquidity Center Network connection in the Exchange’s data center has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of December 9, 2013. (Rel. 34-70979)

A proposed rule change filed by NYSE Arca, Inc. (SR-NYSEArca-2013-131) amending the NYSE Arca Options Fee Schedule and the NYSE Arca Equities Schedule of Fees and Charges for Services in order to provide for fees for a lower-latency 10 gigabit Liquidity Center Network connection in the Exchange’s data center has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of December 9, 2013. (Rel. 34-70981)

A proposed rule change filed by NYSE MKT LLC (SR-NYSEMKT-2013-97) amending the NYSE MKT Equities Price List and the NYSE Amex Options Fee Schedule in order to provide for fees for a lower-latency 10 gigabit Liquidity Center Network connection in the Exchange’s data center has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of December 9, 2013. (Rel. 34-70982)

A proposed rule change filed by The NASDAQ Stock Market LLC related to Acceptable Trade Range (SR-NASDAQ-2013-145) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of December 9, 2013. (Rel. 34-70985)

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 viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.

S-4     Spectrum Brands, Inc., 601 RAYOVAC DRIVE, MADISON, WI, 53711, 
        608-275-3340 - 0 ($1,090,000,000.00) Debt, (File 333-192634 - Dec. 3) 
        (BR. 10B)

S-8     Xencor Inc, 111 WEST LEMON AVE, MONROVIA, CA, 91016, 626-305-5900 - 
        0 ($27,444,239.85) Equity, (File 333-192635 - Dec. 3) (BR. 01A)

S-3ASR  CATHAY GENERAL BANCORP, 777 N BROADWAY, LOS ANGELES, CA, 90012, 
        2136254700 - 0 ($0.00) Unallocated (Universal) Shelf, 
        (File 333-192636 - Dec. 3) (BR. 07C)

S-8     Measurement Specialties Inc, 1000 LUCAS WAY, HAMPTON, VA, 23666, 
        973-808-3020 - 750,000 ($41,175,000.00) Equity, (File 333-192637 - 
        Dec. 3) (BR. 10B)

S-3ASR  Celldex Therapeutics, Inc., 119 FOURTH AVE, NEEDHAM, MA, 02494, 
        7814330771 - 0 ($0.00) Equity, (File 333-192640 - Dec. 3) (BR. 01A)

S-3ASR  NORTHWEST NATURAL GAS CO, ONE PACIFIC SQUARE, 220 NW SECOND AVE, 
        PORTLAND, OR, 97209, 5032264211 - 
        400,000 ($16,856,000.00) Unallocated (Universal) Shelf, 
        (File 333-192641 - Dec. 3) (BR. 02B)

S-3     AMERICAN DG ENERGY INC, 45 FIRST AVENUE, WALTHAM, MA, 02451, 
        781-622-1120 - 633,334 ($1,051,335.00) Equity, (File 333-192642 - 
        Dec. 3) (BR. 02C)

S-1     EVERTEC, Inc., CUPEY CENTER BUILDING, ROAD 176, KM 1.3, RIO PIEDRAS, 
        PR, 00926, (787) 759-9999 - 0 ($322,412,805.57) Equity, 
        (File 333-192645 - Dec. 3) (BR. 03A)

RECENT 8K FILINGS

Form 8-K is used by companies to file current reports on the following events:

Form 8-K filings can be researched through several SEC EDGAR searches, some of which have item filtering functionality.

• Latest Filings Search, filtered for 8-K, returns the most recent 8-K filings. Item numbers are indicated on the results page. You can also subscribe to the associated RSS.
   
• Boolean Archive Search, allows item searching and filtering by other “header data”. For example, here are 8-Ks filed on 10/30/2013 with Item 8.01. Note, however, that this search lags by one business day. The index is refreshed nightly.
   
• Company Search, allows filtering for 8-K for a specific company. For example, see IBM’s 8-K filings.
   
• EDGAR Full-Text Search, advanced menu, allows searching by 8-K with additional filtering by search phrase, SIC code, and date range. Note that this search only indexes filings from the last 4 years.
   
• Current Events Search shows the most recent filings listed by day.

http://www.sec.gov/news/digest/2013/dig120413.htm