In re M.S. JUNIOR

 
 
 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 70400 / September 16, 2013 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-15480 
 
 
In the Matter of 
 
M.S. JUNIOR, INC., SWISS 
CAPITAL HOLDINGS, 
INC., AND MICHAEL 
STANGO,  
 
Respondents. 
 
 
 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER AND CIVIL 
PENALTY 
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against M.S. Junior, Inc., Swiss Capital Holdings, Inc., 
and Michael Anthony Stango (“M.S. Junior”, “Swiss Capital”, and “Stango” or “Respondents”).  
 
II. 
 
 In anticipation of the institution of these proceedings, Respondents have submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings  
herein, except as to the Commission’s jurisdiction over them and the subject matter of these 
proceedings, which are admitted, Respondents consent to the entry of this Order Instituting Cease-
and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
Findings, and Imposing a Cease-and-Desist Order and Civil Penalty (“Order”), as set forth below.   
 
 
 

 2 
III. 
 
 On the basis of this Order and Respondents’ Offer, the Commission finds
1
 that:  
 
Summary 
 
1. These proceedings arise out of violations of Rule 105 of Regulation M of the 
Exchange Act by M.S. Junior, Swiss Capital, and Stango.  M.S. Junior and Swiss Capital are 
Florida-based corporations and Stango is the sole principal of each corporation.  Rule 105 prohibits 
buying an equity security made available through a public offering, conducted on a firm 
commitment basis, from an underwriter or broker or dealer participating in the offering after 
having sold short the same security during the restricted period as defined therein. 
 
 2. On thirteen occasions, from December 2010 through July 2011, Respondents 
bought offered shares from an underwriter or broker or dealer participating in a follow-on public 
offering after having sold short the same security during the restricted period.  These violations 
collectively resulted in profits of $247,039.  
 
Respondents 
 
 3. M.S. Junior, Inc. is a corporation that is incorporated in Florida with a principal 
place of business in Jupiter, Florida.  M.S. Junior is engaged primarily in commercial real estate 
ventures.  It is not a registered investment adviser.   
 
4. Swiss Capital Holdings, Inc. is a corporation that is incorporated in Florida with a 
principal place of business in Jupiter, Florida.  It is not a registered investment adviser. 
 
5. Michael Anthony Stango, 53, resides in Jupiter, Florida.  During all relevant times 
through the present, Stango was (and continues to be) the sole owner, principal and officer of 
M.S. Junior and Swiss Capital and, therefore, responsible for the trading activity of these two 
corporations.   
  
Legal Framework 
 
6. Rule 105 makes it unlawful for a person to purchase equity securities from an 
underwriter, broker, or dealer participating in a public offering if that person sold short the 
security that is the subject of the offering during the restricted period defined in the rule, absent 
an exception.  17 C.F.R. § 242.105; see Short Selling in Connection with a Public Offering, Rel. 
No. 34-56206, 72 Fed. Reg. 45094 (Aug. 10, 2007) (effective Oct. 9, 2007).  The Rule 105 
restricted period is the shorter of the period:  (1) beginning five business days before the pricing 
of the offered securities and ending with such pricing; or (2) beginning with the initial filing of a 
                                                 
1
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other person 
or entity in this or any other proceeding. 
 

 3 
registration statement or notification on Exchange Act Form 1-A or Form 1-E and ending with 
pricing.   
 
7. “The goal of Rule 105 is to promote offering prices that are based upon open 
market prices determined by supply and demand rather than artificial forces.”  Final Rule: Short 
Sales, Exchange Act Release No. 50103.  Rule 105 is prophylactic and prohibits the conduct 
irrespective of the short seller’s intent in effecting the short sale. 
  
Respondents’ Violations of Rule 105 of Regulation M 
  
 8. On June 1, 2011 and June 2, 2011, Respondents sold short 216,700 shares of Arch 
Coal Inc. (“ACI”) during the restricted period at an average price of $27.6856 per share.  On June 
3, 2011, ACI announced the pricing of a follow-on offering of its common stock at $27.00 per 
share.  Respondents received an allocation of 211,500 shares in that offering.  The difference 
between Respondents’ proceeds received from the restricted period short sales of ACI shares and 
the price paid for the 211,500 shares received in the offering was $145,005.00.  Thus, 
Respondents’ participation in the ACI offering netted total profits of $145,005.00.   
 
 9. On December 9, 2010, Respondents’ sold short 2,000 shares of Camelot 
Information Systems Inc. ADS (“CIS”) during the restricted period at a price of $20.00 per share.  
On December 9, 2010, CIS announced the pricing of a follow-on offering of its common stock at 
$19.50 per share.  Respondents’ received an allocation of 2,000 shares in that offering.  The 
difference between Respondents’ proceeds from the restricted period short sales of CIS shares and 
the price paid for 2,000 shares received in the offering was $1,000.  Thus, Respondents’ 
participation in the CIS offering netted total profits of $1,000.00.  
 
 10. From December 13, 2010 through December 15, 2010, Respondents’ sold short 
19,000 shares of Cloud Peak Energy Inc. (“CLD”) during the restricted period at an average price 
of $20.3095 per share.  On December 15, 2010, CLD announced the pricing of a follow-on 
offering of its common stock at $19.50 per share.  Respondents’ received an allocation of 23,200 
shares in that offering.  The difference between Respondents’ proceeds received from the restricted 
period short sales of CLD shares and the price paid for the 19,000 shares received in the offering 
was $15,380.50.  Respondents also improperly obtained a benefit of $1,205.82 by purchasing the 
remaining 4,200 shares at a discount from CLD’s market price.  Thus, Respondents’ participation 
in the CLD offering netted total profits of $16,586.32.   
 
 11. On March 3, 2011, Respondents’ sold short 1,500 shares of Continental Resources 
Inc. (“CLR”) during the restricted period at a price of $69.40 per share.  On March 3, 2011, CLR 
announced the pricing of a follow-on offering of its common stock at $68.00 per share.  
Respondents’ received an allocation of 5,700 shares in that offering.  The difference between 
Respondents’ proceeds received from the restricted period short sales of CLR shares and the price 
paid for the 1,500 shares received in the offering was $2,100.00.  Respondents also improperly 
obtained a benefit of $656.46 by purchasing the remaining 4,200 shares at a discount from CLR’s 
market price.  Thus, Respondents’ participation in the CLR offering netted total profits of 
$2,756.46.   

 4 
 
 12. On December 9, 2010, Respondents’ sold short 10,100 shares of CYS Investments 
Inc. (“CYS”) during the restricted period at a price of $12.52 per share.  On December 10, 2010, 
CYS announced the pricing of a follow-on offering of its common stock at $12.46 per share.  
Respondents’ received an allocation of 36,300 shares in that offering.  The difference between 
Respondents’ proceeds received from the restricted period short sales of CYS shares and the price 
paid for the 10,100 shares received in the offering was $606.  Respondents also improperly 
obtained a benefit of $8,011.96 by purchasing the remaining 26,200 shares at a discount from 
CYS’s market price.  Thus, Respondents’ participation in the CYS offering netted total profits of 
$8,617.96. 
 
 13. On December 8, 2010, Respondents’ sold short 12,300 shares of Dollar General 
Corp. (“DG”) during the restricted period at a price of $30.89 per share.  On December 8, 2010, 
DG announced the pricing of a follow-on offering of its common stock at $30.50 per share.  
Respondents’ received an allocation of 6,250 shares in that offering.  The difference between 
Respondents’ proceeds from the restricted period short sales of DG shares and the price paid for 
6,250 shares received in the offering was $2,437.50.  Thus, Respondents’ participation in the DG 
offering netted total profits of $2,437.50. 
  
 14. On March 1, 2011, Respondents’ sold short 12,500 shares of EOG Resources Inc. 
(“EOG”) during the restricted period at a price of $107.94 per share.  On March 1, 2011, EOG 
announced the pricing of a follow-on offering of its common stock at $105.50 per share.  
Respondents’ received an allocation of 20,200 shares in that offering.  The difference between 
Respondents’ proceeds received from the restricted period short sales of EOG shares and the price 
paid for the 12,500 shares received in the offering was $30,500.00.  Respondents also improperly 
obtained a benefit of $8,608.60 by purchasing the remaining 7,700 shares at a discount from 
EOG’s market price.  Thus, Respondents’ participation in the EOG offering netted total profits of 
$39,108.60.   
 
 15. On June 16, 2011, Respondents’ sold short 1,500 shares of Evercore Partners Inc. 
(“EVR”) during the restricted period at a price of $33.01 per share.  On June 16, 2011, EVR 
announced the pricing of a follow-on offering of its common stock at $32.50 per share.  
Respondents’ received an allocation of 1,200 shares in that offering.  The difference between 
Respondents’ proceeds from the restricted period short sales of EVR shares and the price paid for 
1,200 shares received in the offering was 612.00.  Thus, Respondents’ participation in the EVR 
offering netted total profits of $612.00. 
  
 16. On March 1, 2011, Respondents’ sold short 7,500 shares of Health Care REIT Inc. 
(“HCN”) during the restricted period at a price of $50.85 per share.  On March 1, 2011, HCN 
announced the pricing of a follow-on offering of its common stock at $49.25 per share.  
Respondents’ received an allocation of 8,500 shares in that offering.  The difference between 
Respondents’ proceeds received from the restricted period short sales of HCN shares and the price 
paid for the 7,500 shares received in the offering was $12,000.00.  Respondents also improperly 
obtained a benefit of $1,626.30 by purchasing the remaining 1,000 shares at a discount from 

 5 
HCN’s market price.  Thus, Respondents’ participation in the HCN offering netted total profits of 
$13,626.30.   
 
 17. On March 21, 2011, Respondents’ sold short 5,000 shares of Invesco Mortgage 
Capital Inc. (“IVR”) during the restricted period at a price of $21.54 per share.  On March 22, 
2011, IVR announced the pricing of a follow-on offering of its common stock at $21.25 per share.  
Respondents’ received an allocation of 29,000 shares in that offering.  The difference between 
Respondents’ proceeds received from the restricted period short sales of IVR shares and the price 
paid for the 5,000 shares received in the offering was $1,466.00.  Thus, Respondents’ participation 
in the IVR offering netted total profits of $1,466.00. 
 
 18. On July 14, 2011, Respondents’ sold short 3,000 shares of Spectrum Brands 
Holdings Inc. (“SPB”) during the restricted period at a price of $28.70 per share.  On July 15, 
2011, SPB announced the pricing of a follow-on offering of its common stock at $28.00 per share.  
Respondents’ received an allocation of 4,700 shares in that offering.  The difference between 
Respondents’ proceeds received from the restricted period short sales of SPB shares and the price 
paid for the 3,000 shares received in the offering was $2,097.00. Thus, Respondents’ participation 
in the SPB offering netted total profits of $2,097.00. 
 
 19. On February 9, 2011, Respondents’ sold short 7,000 shares of Ternium S.A. (“TX”) 
during the restricted period at a price of $36.92 per share.  On February 9, 2011, TX announced the 
pricing of a follow-on offering of its common stock at $36.00 per share.  Respondents’ received an 
allocation of 9,000 shares in that offering.  The difference between Respondents’ proceeds from 
the restricted period short sales of TX shares and the price paid for the 7,000 shares received in the 
offering was $6,460.30.  Thus, Respondents’ participation in the TX offering netted total profits of 
$6,460.30. 
  
 20. On March 22, 2011, Respondents’ sold short 3,000 shares of YPF S.A. (“YPF”) 
during the restricted period at a price of $42.93 per share.  On March 23, 2011, YPF announced the 
pricing of a follow-on offering of its common stock at $41.00 per share.  Respondents’ received an 
allocation of 7,300 shares in that offering.  The difference between Respondents’ proceeds 
received from the restricted period short sales of YPF shares and the price paid for the 3,000 shares 
received in the offering was $5,779.50.  Respondents also improperly obtained a benefit of 
$1,490.81 by purchasing the remaining 4,300 shares at a discount from YPF’s market price.  Thus, 
Respondents’ participation in the YPF offering netted total profits of $7,270.31.   
 
  21. In total, Respondents’ violations of Rule 105 resulted in profits of $247,039. 
 
Violations 
 
 22. As a result of the conduct described above, M.S. Junior, Swiss Capital, and Stango 
violated Rule 105 of Regulation M under the Exchange Act.  
 

 6 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in the Respondents’ Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondents M.S. Junior, Swiss 
Capital, and Stango cease and desist from committing or causing any violations and any future 
violations of Rule 105 of Regulation M of the Exchange Act;   
 
 B. M.S. Junior, Swiss Capital, and Stango, shall within fourteen (14) days of the entry 
of this Order, pay disgorgement of $247,039, prejudgment interest of $15,565.77, and a civil 
money penalty in the amount of $165,332 (the Respondents collectively owe $427,937) to the 
United States Treasury.  If timely payment is not made, additional interest shall accrue pursuant to 
SEC Rule of Practice 600.  Payments must be made in one of the following ways: 
 
(1) Respondents may transmit payment electronically to the Commission, which will 
provide detailed ACH transfer/Fedwire instructions upon request;
2
 
(2) Respondents may make direct payment from a bank account via Pay.gov through the 
SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
(3) Respondents may pay by certified check, bank cashier’s check, or United States postal 
money order, made payable to the Securities and Exchange Commission and hand-
delivered or mailed to: 
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK  73169 
 
 Payments by check or money order must be accompanied by a cover letter identifying M.S. 
Junior, Swiss Capital, and Stango as the Respondents in these proceedings, and the file number of 
these proceedings; a copy of the cover letter and check or money order must be sent to Gerald W. 
Hodgkins,  Associate  Director,  Division  of  Enforcement,  Securities  and  Exchange  Commission, 
100 F Street, N.E., Washington, DC  20549.  
 
 By the Commission. 
 
 
       Elizabeth M. Murphy 
       Secretary 
                                                 
2
  The minimum threshold for transmission of payment electronically is $1,000,000.  For amounts below the 
threshold, respondents must make payments pursuant to options (2) or (3) above. 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 70400 / September 16, 2013 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-15480 

 

 

In the Matter of 

 

M.S. JUNIOR, INC., SWISS 

CAPITAL HOLDINGS, 

INC., AND MICHAEL 

STANGO,  

 

Respondents. 

 

 

 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER AND CIVIL 

PENALTY 

  

I. 
 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against M.S. Junior, Inc., Swiss Capital Holdings, Inc., 

and Michael Anthony Stango (“M.S. Junior”, “Swiss Capital”, and “Stango” or “Respondents”).  

 

II. 
 

 In anticipation of the institution of these proceedings, Respondents have submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings  

herein, except as to the Commission’s jurisdiction over them and the subject matter of these 

proceedings, which are admitted, Respondents consent to the entry of this Order Instituting Cease-

and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 

Findings, and Imposing a Cease-and-Desist Order and Civil Penalty (“Order”), as set forth below.   

 

 

 



 2 

III. 
 

 On the basis of this Order and Respondents’ Offer, the Commission finds1 that:  

 

Summary 

 

1. These proceedings arise out of violations of Rule 105 of Regulation M of the 

Exchange Act by M.S. Junior, Swiss Capital, and Stango.  M.S. Junior and Swiss Capital are 

Florida-based corporations and Stango is the sole principal of each corporation.  Rule 105 prohibits 

buying an equity security made available through a public offering, conducted on a firm 

commitment basis, from an underwriter or broker or dealer participating in the offering after 

having sold short the same security during the restricted period as defined therein. 

 

 2. On thirteen occasions, from December 2010 through July 2011, Respondents 

bought offered shares from an underwriter or broker or dealer participating in a follow-on public 

offering after having sold short the same security during the restricted period.  These violations 

collectively resulted in profits of $247,039.  

 

Respondents 

 

 3. M.S. Junior, Inc. is a corporation that is incorporated in Florida with a principal 

place of business in Jupiter, Florida.  M.S. Junior is engaged primarily in commercial real estate 

ventures.  It is not a registered investment adviser.   

 

4. Swiss Capital Holdings, Inc. is a corporation that is incorporated in Florida with a 

principal place of business in Jupiter, Florida.  It is not a registered investment adviser. 

 

5. Michael Anthony Stango, 53, resides in Jupiter, Florida.  During all relevant times 

through the present, Stango was (and continues to be) the sole owner, principal and officer of 

M.S. Junior and Swiss Capital and, therefore, responsible for the trading activity of these two 

corporations.   

  

Legal Framework 

 

6. Rule 105 makes it unlawful for a person to purchase equity securities from an 

underwriter, broker, or dealer participating in a public offering if that person sold short the 

security that is the subject of the offering during the restricted period defined in the rule, absent 

an exception.  17 C.F.R. § 242.105; see Short Selling in Connection with a Public Offering, Rel. 

No. 34-56206, 72 Fed. Reg. 45094 (Aug. 10, 2007) (effective Oct. 9, 2007).  The Rule 105 

restricted period is the shorter of the period:  (1) beginning five business days before the pricing 

of the offered securities and ending with such pricing; or (2) beginning with the initial filing of a 

                                                 
1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other person 

or entity in this or any other proceeding. 

 



 3 

registration statement or notification on Exchange Act Form 1-A or Form 1-E and ending with 

pricing.   

 

7. “The goal of Rule 105 is to promote offering prices that are based upon open 

market prices determined by supply and demand rather than artificial forces.”  Final Rule: Short 

Sales, Exchange Act Release No. 50103.  Rule 105 is prophylactic and prohibits the conduct 

irrespective of the short seller’s intent in effecting the short sale. 

  

Respondents’ Violations of Rule 105 of Regulation M 

  

 8. On June 1, 2011 and June 2, 2011, Respondents sold short 216,700 shares of Arch 

Coal Inc. (“ACI”) during the restricted period at an average price of $27.6856 per share.  On June 

3, 2011, ACI announced the pricing of a follow-on offering of its common stock at $27.00 per 

share.  Respondents received an allocation of 211,500 shares in that offering.  The difference 

between Respondents’ proceeds received from the restricted period short sales of ACI shares and 

the price paid for the 211,500 shares received in the offering was $145,005.00.  Thus, 

Respondents’ participation in the ACI offering netted total profits of $145,005.00.   

 

 9. On December 9, 2010, Respondents’ sold short 2,000 shares of Camelot 

Information Systems Inc. ADS (“CIS”) during the restricted period at a price of $20.00 per share.  

On December 9, 2010, CIS announced the pricing of a follow-on offering of its common stock at 

$19.50 per share.  Respondents’ received an allocation of 2,000 shares in that offering.  The 

difference between Respondents’ proceeds from the restricted period short sales of CIS shares and 

the price paid for 2,000 shares received in the offering was $1,000.  Thus, Respondents’ 

participation in the CIS offering netted total profits of $1,000.00.  

 

 10. From December 13, 2010 through December 15, 2010, Respondents’ sold short 

19,000 shares of Cloud Peak Energy Inc. (“CLD”) during the restricted period at an average price 

of $20.3095 per share.  On December 15, 2010, CLD announced the pricing of a follow-on 

offering of its common stock at $19.50 per share.  Respondents’ received an allocation of 23,200 

shares in that offering.  The difference between Respondents’ proceeds received from the restricted 

period short sales of CLD shares and the price paid for the 19,000 shares received in the offering 

was $15,380.50.  Respondents also improperly obtained a benefit of $1,205.82 by purchasing the 

remaining 4,200 shares at a discount from CLD’s market price.  Thus, Respondents’ participation 

in the CLD offering netted total profits of $16,586.32.   

 

 11. On March 3, 2011, Respondents’ sold short 1,500 shares of Continental Resources 

Inc. (“CLR”) during the restricted period at a price of $69.40 per share.  On March 3, 2011, CLR 

announced the pricing of a follow-on offering of its common stock at $68.00 per share.  

Respondents’ received an allocation of 5,700 shares in that offering.  The difference between 

Respondents’ proceeds received from the restricted period short sales of CLR shares and the price 

paid for the 1,500 shares received in the offering was $2,100.00.  Respondents also improperly 

obtained a benefit of $656.46 by purchasing the remaining 4,200 shares at a discount from CLR’s 

market price.  Thus, Respondents’ participation in the CLR offering netted total profits of 

$2,756.46.   



 4 

 

 12. On December 9, 2010, Respondents’ sold short 10,100 shares of CYS Investments 

Inc. (“CYS”) during the restricted period at a price of $12.52 per share.  On December 10, 2010, 

CYS announced the pricing of a follow-on offering of its common stock at $12.46 per share.  

Respondents’ received an allocation of 36,300 shares in that offering.  The difference between 

Respondents’ proceeds received from the restricted period short sales of CYS shares and the price 

paid for the 10,100 shares received in the offering was $606.  Respondents also improperly 

obtained a benefit of $8,011.96 by purchasing the remaining 26,200 shares at a discount from 

CYS’s market price.  Thus, Respondents’ participation in the CYS offering netted total profits of 

$8,617.96. 

 

 13. On December 8, 2010, Respondents’ sold short 12,300 shares of Dollar General 

Corp. (“DG”) during the restricted period at a price of $30.89 per share.  On December 8, 2010, 

DG announced the pricing of a follow-on offering of its common stock at $30.50 per share.  

Respondents’ received an allocation of 6,250 shares in that offering.  The difference between 

Respondents’ proceeds from the restricted period short sales of DG shares and the price paid for 

6,250 shares received in the offering was $2,437.50.  Thus, Respondents’ participation in the DG 

offering netted total profits of $2,437.50. 

  

 14. On March 1, 2011, Respondents’ sold short 12,500 shares of EOG Resources Inc. 

(“EOG”) during the restricted period at a price of $107.94 per share.  On March 1, 2011, EOG 

announced the pricing of a follow-on offering of its common stock at $105.50 per share.  

Respondents’ received an allocation of 20,200 shares in that offering.  The difference between 

Respondents’ proceeds received from the restricted period short sales of EOG shares and the price 

paid for the 12,500 shares received in the offering was $30,500.00.  Respondents also improperly 

obtained a benefit of $8,608.60 by purchasing the remaining 7,700 shares at a discount from 

EOG’s market price.  Thus, Respondents’ participation in the EOG offering netted total profits of 

$39,108.60.   

 

 15. On June 16, 2011, Respondents’ sold short 1,500 shares of Evercore Partners Inc. 

(“EVR”) during the restricted period at a price of $33.01 per share.  On June 16, 2011, EVR 

announced the pricing of a follow-on offering of its common stock at $32.50 per share.  

Respondents’ received an allocation of 1,200 shares in that offering.  The difference between 

Respondents’ proceeds from the restricted period short sales of EVR shares and the price paid for 

1,200 shares received in the offering was 612.00.  Thus, Respondents’ participation in the EVR 

offering netted total profits of $612.00. 

  

 16. On March 1, 2011, Respondents’ sold short 7,500 shares of Health Care REIT Inc. 

(“HCN”) during the restricted period at a price of $50.85 per share.  On March 1, 2011, HCN 

announced the pricing of a follow-on offering of its common stock at $49.25 per share.  

Respondents’ received an allocation of 8,500 shares in that offering.  The difference between 

Respondents’ proceeds received from the restricted period short sales of HCN shares and the price 

paid for the 7,500 shares received in the offering was $12,000.00.  Respondents also improperly 

obtained a benefit of $1,626.30 by purchasing the remaining 1,000 shares at a discount from 



 5 

HCN’s market price.  Thus, Respondents’ participation in the HCN offering netted total profits of 

$13,626.30.   

 

 17. On March 21, 2011, Respondents’ sold short 5,000 shares of Invesco Mortgage 

Capital Inc. (“IVR”) during the restricted period at a price of $21.54 per share.  On March 22, 

2011, IVR announced the pricing of a follow-on offering of its common stock at $21.25 per share.  

Respondents’ received an allocation of 29,000 shares in that offering.  The difference between 

Respondents’ proceeds received from the restricted period short sales of IVR shares and the price 

paid for the 5,000 shares received in the offering was $1,466.00.  Thus, Respondents’ participation 

in the IVR offering netted total profits of $1,466.00. 

 

 18. On July 14, 2011, Respondents’ sold short 3,000 shares of Spectrum Brands 

Holdings Inc. (“SPB”) during the restricted period at a price of $28.70 per share.  On July 15, 

2011, SPB announced the pricing of a follow-on offering of its common stock at $28.00 per share.  

Respondents’ received an allocation of 4,700 shares in that offering.  The difference between 

Respondents’ proceeds received from the restricted period short sales of SPB shares and the price 

paid for the 3,000 shares received in the offering was $2,097.00. Thus, Respondents’ participation 

in the SPB offering netted total profits of $2,097.00. 

 

 19. On February 9, 2011, Respondents’ sold short 7,000 shares of Ternium S.A. (“TX”) 

during the restricted period at a price of $36.92 per share.  On February 9, 2011, TX announced the 

pricing of a follow-on offering of its common stock at $36.00 per share.  Respondents’ received an 

allocation of 9,000 shares in that offering.  The difference between Respondents’ proceeds from 

the restricted period short sales of TX shares and the price paid for the 7,000 shares received in the 

offering was $6,460.30.  Thus, Respondents’ participation in the TX offering netted total profits of 

$6,460.30. 

  

 20. On March 22, 2011, Respondents’ sold short 3,000 shares of YPF S.A. (“YPF”) 

during the restricted period at a price of $42.93 per share.  On March 23, 2011, YPF announced the 

pricing of a follow-on offering of its common stock at $41.00 per share.  Respondents’ received an 

allocation of 7,300 shares in that offering.  The difference between Respondents’ proceeds 

received from the restricted period short sales of YPF shares and the price paid for the 3,000 shares 

received in the offering was $5,779.50.  Respondents also improperly obtained a benefit of 

$1,490.81 by purchasing the remaining 4,300 shares at a discount from YPF’s market price.  Thus, 

Respondents’ participation in the YPF offering netted total profits of $7,270.31.   

 

  21. In total, Respondents’ violations of Rule 105 resulted in profits of $247,039. 

 

Violations 

 

 22. As a result of the conduct described above, M.S. Junior, Swiss Capital, and Stango 

violated Rule 105 of Regulation M under the Exchange Act.  

 



 6 

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in the Respondents’ Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

 A. Pursuant to Section 21C of the Exchange Act, Respondents M.S. Junior, Swiss 

Capital, and Stango cease and desist from committing or causing any violations and any future 

violations of Rule 105 of Regulation M of the Exchange Act;   

 

 B. M.S. Junior, Swiss Capital, and Stango, shall within fourteen (14) days of the entry 

of this Order, pay disgorgement of $247,039, prejudgment interest of $15,565.77, and a civil 

money penalty in the amount of $165,332 (the Respondents collectively owe $427,937) to the 

United States Treasury.  If timely payment is not made, additional interest shall accrue pursuant to 

SEC Rule of Practice 600.  Payments must be made in one of the following ways: 

 

(1) Respondents may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request;2 

(2) Respondents may make direct payment from a bank account via Pay.gov through the 

SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

(3) Respondents may pay by certified check, bank cashier’s check, or United States postal 

money order, made payable to the Securities and Exchange Commission and hand-

delivered or mailed to: 

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK  73169 

 

 Payments by check or money order must be accompanied by a cover letter identifying M.S. 

Junior, Swiss Capital, and Stango as the Respondents in these proceedings, and the file number of 

these proceedings; a copy of the cover letter and check or money order must be sent to Gerald W. 

Hodgkins, Associate Director, Division of Enforcement, Securities and Exchange Commission, 

100 F Street, N.E., Washington, DC  20549.  

 

 By the Commission. 

 

 

       Elizabeth M. Murphy 

       Secretary 

                                                 
2  The minimum threshold for transmission of payment electronically is $1,000,000.  For amounts below the 

threshold, respondents must make payments pursuant to options (2) or (3) above.