Decisions
JACK WEATHERELL [Decision]
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BCSECCOM #:
2000 BCSECCOM 34
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Document Type:
Decision
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Published Date:
2000-09-14
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Effective Date:
2000-09-12
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Details:
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2000 BCSECCOM 34
COR#00/187
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF JACK WEATHERELL
HEARING
PANEL
Adrienne Salvail-Lopez, Member
John K. Graf, Member
Roy Wares, Member
DATE OF HEARING
September 9, 1999
DATE OF DECISION
September 12, 2000
APPEARING FOR COMMISSION STAFF
Stephen M. Zolnay
DECISION OF THE COMMISSION
1.0 INTRODUCTION
[para 1]
This is a hearing under sections 161(1) and 162 of the Securities Act, R.S.B.C. 1996, c. 418. A notice of hearing was issued May 7, 1999, which made allegations against Tech Investments Inc., Jack Weatherell, Vantage Investor Relations and Ross Kain. The notice set a date of June 8, 1999, to fix a date for a hearing to determine whether it was in the public interest to make orders under the Act.
[para 2]
On May 27, 1999, Ross Kain entered into an Agreed Statement of Facts and Undertaking with the Executive Director. On June 2, 1999, under section 161 of the Act, the Executive Director made an order by consent in the matter of Ross Kain. Commission staff is no longer seeking orders against Vantage Investor Relations, which was a sole proprietorship of Kain, or against Tech Investments Inc., which was simply the trade name under which Weatherell carried on business.
[para 3]
The allegations against Weatherell remain outstanding.
[para 4]
Commission staff allege that, during the five month period from April 1 to September 1, 1998, Weatherell invited members of the public to invest in securities of certain issuers and traded in securities without registration and without a prospectus. Commission staff also allege that Weatherell acted as an adviser without registration. Finally, Commission staff allege that Weatherell engaged in investor relations activities in British Columbia and, with the intention of effecting a trade, made representations as to the future value or price of securities.
[para 5]
The June 8, 1999 hearing was adjourned and held on September 9, 1999. Weatherell did not attend and was not represented by counsel.
2.0 BACKGROUND
[para 6]
Tech was not incorporated in British Columbia and does not appear to have been incorporated in any other jurisdiction. As noted earlier, Tech was simply the trade name under which Weatherell carried on his business. That business was providing investor relations services to a number of junior companies. Weatherell, who called himself the “president” of Tech, was not registered in any capacity under the Act.
[para 7]
During the relevant period, Tech occupied an office on Dunsmuir Street in Vancouver. It was small and sparsely furnished, with three desks and a separate, partitioned office used by Weatherell.
[para 8]
One of the companies for which Tech provided services was LanguageForce Inc. LanguageForce was incorporated in Colorado, but not listed on any exchange or quoted on any trading or quotation system. It had not made any filings with the Commission. On April 9, 1998, an invoice for $3026 was sent to LanguageForce on Tech letterhead in respect of “PR” and “advertising costs”. Weatherell had inserted an advertisement relating to LanguageForce in the Financial Post which ran on April 15, 1998, and read as follows:
“Hottest Technology Stock
UNIVERSAL TRANSLATOR
The software development company that created the Universal Translator, currently has a very limited amount of seed stock being offered. Serious Investors who wish to add this stock to their portfolios call Tech Investments immediately for an investment memorandum.
1-888-TECH-115
8324
T_ECHINVESTMENTS@hotmail.com”
[para 9]
Around the time this advertisement appeared, Weatherell hired two people to work with him at Tech, Kain and an individual Kain said was called Rodney De Groot (the name “De Groot” may not be correct).
[para 10]
Weatherell had met Kain in the late 1980’s while both were working at the same nightclub. In the spring of 1998, Weatherell approached Kain to work with him at Tech. In his testimony, Kain described Weatherell’s approach to him as follows:
“He [Weatherell] said that I -- he said I’d be very good at it because it was basically a sales job. And, you know, I sold health club memberships and vacuums, you know, how hard could stock be?”
[para 11]
De Groot started shortly after Kain. Like Kain, De Groot had done sales, but had no experience in the securities industry.
[para 12]
At first, Kain came in only part time and would simply listen to Weatherell on the phone. Eventually, Kain and De Groot handled calls themselves.
[para 13]
One of those calls was taken by Kain on April 17, 1998. Jerry Forst, Manager of Investigations at the Alberta Securities Commission, had seen the LanguageForce advertisement, called the number and spoke with Kain. Posing as an interested investor who had seen the advertisement, Forst asked Kain to tell him about what was being offered and Kain replied as follows:
“RK: Well, the basically the company LanguageForce that puts out the Universal Translator. They have the problem [product?] on the shelves on the stores right now currently doing over a half a million a month in retail. What this is is a private placement offering at 49¢ U.S. The company is filing a Reg-D going on the..are you familiar with the EBB in New York?
JF: Not really.
RK: It’s the Electronic Bulletin Board, the over-the-counter market in New York.
JF: Oh ok.
RK: And that’s the stepping stone to NASDAQ which is where the company anticipated being by the last quarter of this year being September…”
[para 14]
Kain went on to describe the LanguageForce product and then turned to the stock, noting that “it’s just about all gone.” He said that the minimum investment was 5000 shares and that the price was US$.49. He continued:
“RK: At this point and it’ll be on the EBB there..looking at June at the latest on the EBB..September on NASDAQ..that’s when you’d be able to sell when it hits EBB and the company, one other little footnote is because it’s doing so well in the retail sector, it’s able to underwrite itself and you probably know an underwriter is who sets the price when it opens and they’re looking at opening at around $2.49 which is $2.00 above..so I mean..5,000 shares would net you $10,000 if you cashed out…at that point.”
[para 15]
Kain described Tech’s role as follows:
“RK: We’ve been given the stock for distribution in Canada and this is who you get it from..when it goes to EBB and NASDAQ, then you go through a broker. Private placement, you go through us..and basically what..a subscription agreement, the agreement and the cheque is made out directly to LanguageForce, all we are is the middle man...we handle, it comes back through us so we can keep record of how much stock we have left and basically who’s done what...and beyond that, the cheques are couriered once a week down to LanguageForce and you’re issued a stock certificate directly from the company in 4-5 weeks upon their receipt of the cheque anyway."
[para 16]
Before the call concluded, Kain said that he would fax information about the product and a subscription agreement and would courier a copy of LanguageForce’s business plan. In addition to receiving this material from Kain, Forst also received a card of Kain’s, which described Kain as an “Investment Dealer” with Tech.
[para 17]
During his testimony, Kain stated that during this call he was speaking from a script given to him by Weatherell:
“A Yeah, I mean that was -- when I was talking to Jerry, -- it’s a very vivid conversation because he sounded really interested and he was one of the first people that I -- hey, I actually might be getting somewhere here. And I was still reading right off of the page so what you’re seeing here, I’d say about at least 50 percent of it is verbatim of what was written down for me to read.
Q And who wrote that down for you?
A Basically, Jack. And, you know, he said, you can put it in your own words. I had an outline of what to say. I mean the ands, buts, and ors aren’t in there but everything else was…”
[para 18]
Kain testified that a similar script was used with respect to the other companies promoted by Tech and that that script was used by all three of them - Weatherell, Kain and De Groot.
[para 19]
On April 21, 1998, a member of Commission staff called the number in the LanguageForce advertisement, posing as an unsophisticated investor residing in British Columbia. He spoke with Kain, who made substantially the same representations as in the earlier conversation with Forst.
[para 20]
On April 28, 1998, Commission staff sent a letter to Tech, to the attention of Weatherell. The letter set out Commission staff’s concern that Kain’s comments and solicitation in the April 21 call could be contrary to the Act and advised that Tech should cease their activities with respect to LanguageForce until these concerns could be resolved.
[para 21]
Commission staff received letters from counsel for Tech and Weatherell, dated May 5 and June 9, 1998. The letter of June 9 indicated that:
(a) as a result of the concerns raised in the letter of April 21, 1998, Weatherell had “spoken to his staff and has made efforts to establish controls, by efforts at education, as to responsibilities by persons making statements about companies to which Tech Investments may be under contract”;
(b) Tech had ceased acting for LanguageForce;
(c) Tech had not solicited any subscribers for the securities of LanguageForce and that no efforts were made to identify exemptions “as apparently no trades occurred”; and
(d) Weatherell would seek legal advice in regard to any engagements he received before solicitations were made and that he would employ all reasonable efforts to avoid errors by himself or his staff.
[para 22]
Despite the representations in the letter that Tech had not solicited subscribers for LanguageForce’s securities and that no trades had occurred, Tech had in fact received 25 completed LanguageForce subscription agreements. The earliest of these was dated March 9, 1998, and the latest June 19, 1998; the securities subscribed for totalled US$82,530. Kain testified that when subscription agreements and cheques came into Tech’s office, they were given directly to Weatherell. Kain did not know whether any subscription agreements or cheques were ever actually passed on to LanguageForce or whether any of the subscribers ever received any shares.
[para 23]
Again despite the representation in the letter respecting the controls to be established by Weatherell, Forst received a voice mail message from De Groot on July 17, 1998, in which De Groot represented that:
(a) “we have got our hands on a really good deal here right now. We’ve got a $250,000 private or preferred placement shares in a company called Inter Mac [Intirmac Industrial Corp.]”, the shares of which were listed on the Vancouver Stock Exchange;
(b) the private placement shares of Intirmac were priced at $0.25, which was below the current trading price of $0.36 to $0.38, “so the paper is underpriced”;
(c) the private placement shares were subject to a hold period until March 7, 1999, but that, according to the president of the company, it was expected that warrants would be listed through brokers in September so that the private placement shares could be traded at any time; and
(d) “We don’t have much time…we are selling it in blocks of 10 thousand and 20 thousand and it’s going to go pretty quickly”.
No prospectus respecting these shares was filed with the Commission.
[para 24]
Around this time, Weatherell negotiated a deal with another company, called Goanna Resources Inc. Goanna was quoted on the NASD Over the Counter Bulletin Board. Weatherell and Kain prepared a written proposal for Goanna on Tech letterhead. The proposal set out a schedule during which Tech would fulfill its obligations (3 months commencing on July 21, 1998), the remuneration to be paid to Tech ($5000 per month, 150,000 Goanna shares and options to purchase a further 250,000 shares) and the methodology to be employed by Tech (including leads from Tech’s current investor list and from advertising, as well as news releases and “contact with local market makers”). The proposal concludes as follows:
“In conclusion, Tech Investments will endeavor to create, build and maintain a market for Goanna Resources. We feel that with the company support of Goanna, we will be able to achieve the objectives within the aforementioned time frame. We look forward to a mutually profitable business relationship.”
[para 25]
On July 22, 1998, Forst received a facsimile from Kain enclosing information respecting Goanna. The facsimile cover sheet was from Tech and referred to Kain as “Investment Relations” rather than “Investment Dealer”.
[para 26]
After discussion with Commission staff, Forst contacted Weatherell and Kain and informed them that he had a daughter living in British Columbia and that he would like her to participate in the Goanna deal.
[para 27]
On July 24, 1998, two members of Commission staff met with Weatherell at Tech’s office, one posing as Forst’s daughter and the other as her boyfriend.
[para 28]
Weatherell gave them a brochure respecting Goanna and provided information about the company. He said that if Goanna’s secondary drilling results were half as successful as the early drilling results, the extent of the company’s nickel deposits would be “twice the size of Voisey’s Bay”.
[para 29]
In her testimony, the member of Commission staff who had posed as Forst’s daughter said that Weatherell had also discussed Goanna’s shares and had told them that their investment would be $6,500. She testified that:
“We also discussed where the shares were trading. He said that the shares were trading on NASDAQ. And he later said that that was the over the counter Bulletin Board, which you know, of course, is actually NASD but he did say it was NASDAQ. And he said they had been trading at around 68 or 70 cents. And, at that point, I asked him how high he thought the stock was going to go, and Mr. Weatherell said I can’t give you an exact price because it’s illegal for me to what [sic] the future value of the stock is going to be, however, once the secondary drilling results come out in October, the price of the stock will at least double.
“He also discussed sort of what his interest in the selling of the shares of Goanna was. He said that he wasn’t going to actually derive any monetary benefit from the sale of these shares but that he would -- and he was selling them as a goodwill gesture, he was friends with the president of Goanna, David Stadnyk and he said the benefit that he would derive from this would be my name would be placed in a blue binder that he had on his desk. And he explained that the blue binder was a list of investors and he said that, in future, should Tech have other investment opportunities, my name would be added to the investor list in the blue binder and I may be contacted at a future date for another investment that Tech was involved in.
“In terms of the actual shares, he said there were about 50,000 shares available for trading, that it was not widely traded because the shares were tightly held by insiders. If I wanted to buy the shares, I could buy a block of 5,000 and what I was to do is I was to either get a broker of my choosing, or use my dad’s broker. And as soon as I had placed the order, I was supposed to call Tech so that they could ensure that the order would be filled.”
[para 30]
The blue binder she referred to also figured in Kain’s testimony. It contained over 500 names, with addresses from across Canada and the United States. Weatherell also had a second binder containing over 4,300 contacts in Canada, the United States, South America, Europe and Asia. A third binder contained over 1,000 names, many in the Canadian financial services industry.
[para 31]
Kain testified that he and De Groot each made 30 to 40 phone calls per day, going through these lists of investors, while Weatherell made 10 to 15 calls per day. Kain also testified that he would, on occasion, pass investors over to Weatherell:
“Q So are you saying, Mr. Kain, that if somebody was particularly interested, you would turn them over to Mr. Weatherell?
A Yeah. If they sounded like a prospect that, you know, was more than, ‘well, maybe I’ll think about it’, you know, ‘can I’, you know, ‘come in lower level?’ -- like 250 shares or something, then, yeah, I went to Jack because he was the closer.”
[para 32]
Kain also testified that Weatherell had set up a “very sophisticated phone system” that cost Tech $700 per month for the system alone, outside of the cost for the actual calls. According to Kain, this system resulted in the Tech office having “more phones than people” during his time there.
[para 33]
De Groot left Tech in July or August 1998. In September 1998, Weatherell and Kain closed the Tech office and set up a new office in Surrey, under the name Vantage Investor Relations. However, they closed that office in October 1998, after being advised that Commission staff was still concerned about their activities.
3.0 ANALYSIS
[para 34]
Commission staff allege that Weatherell:
1. distributed securities without being registered and without filing or obtaining a receipt for a prospectus, contrary to sections 34(1)(a) and 61(1) of the Act;
2. acted as an adviser without being registered, contrary to section 34(1)(c) of the Act; and
3. while engaging in investor relations activities, and with the intention of effecting a trade in a security, gave an undertaking relating to the future value or price of a security, contrary to section 50(1)(b) of the Act.
3.1 Trading Without Registration and Distribution Without a Prospectus
[para 35]
Section 34(1)(a) of the Act provides as follows:
“34.(1) A person must not
(a) trade in a security or exchange contract unless the person is registered in accordance with the regulations as
(i) a dealer, or
(ii) a salesperson, partner, director or officer or a registered dealer and is acting on behalf of that dealer.”
A trade is defined in section 1(1) of the Act to include the following:
“ ‘trade’ includes
(a) a disposition of a security for valuable consideration …,
…
(d) the receipt by a registrant of an order to buy or sell a security or exchange contract,
…
(f) any act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of any of the activities specified in paragraphs (a) to (e);”
[para 36]
Tech’s real business was not merely investor relations, but promoting the sale of shares in a number of junior companies. The shares of two of those companies - Language Force and Intirmac - were to be purchased directly from the company; each completed trade would be the disposition of a security by the company for valuable consideration. The shares of Goanna were to be purchased through a broker on the NASD Over the Counter Bulletin Board; in that case, each completed trade would be the receipt by a registrant of an order to buy a security.
[para 37]
We are of the view that Weatherell carried out acts, advertisements, solicitations, conduct and negotiations directly or indirectly in furtherance of these activities.
[para 38]
Tech was simply the name under which Weatherell carried on his business.
[para 39]
Weatherell was the “president” of Tech and ran the Tech office. He negotiated the deals with the junior companies whose shares Tech was promoting. For example, his negotiations with Goanna resulted in a proposal whereby Tech would “endeavor to create, build and maintain a market for Goanna”, namely the Goanna shares.
[para 40]
Weatherell placed the advertisement for LanguageForce shares in the Financial Post.
[para 41]
Weatherell hired Tech’s two employees, Kain and De Groot, after telling Kain that it was “basically a sales job”. Weatherell then directed the activities of Kain and De Groot. He gave them the binders from which they derived lists of investors to call. He gave them the scripts to use when making those calls. And, when a call produced an investor who was particularly interested, Weatherell came on the line as the “closer”.
[para 42]
In the case of LanguageForce, Weatherell had the subscription agreements and cheques come directly to him and was responsible for transferring them to the company.
[para 43]
Finally, Weatherell directly solicited purchases of shares by investors during telephone conversations and meetings. For example, Weatherell certainly solicited the purchase of shares of Goanna during his meeting of July 24, 1998, with the two members of Commission staff.
[para 44]
Weatherell was not registered under the Act. Nor does it appear that any of the exemptions from the registration requirements were available to him. Therefore, we find that Weatherell traded in securities of LanguageForce, Intirmac and Goanna without being registered, contrary to section 34(1)(a) of the Act.
[para 45]
Section 61(1) of the Act provides as follows:
“61.(1) Unless exempted under this Act or the regulations, a person must not distribute a security unless
(a) a preliminary prospectus and a prospectus respecting the security have been filed with the executive director, and
(b) the executive director has issued receipts for the preliminary prospectus and prospectus.”
[para 46]
A distribution is defined in section 1(1) of the Act to include the following:
“ ‘distribution’ means, if used in relation to trading in securities,
(a) a trade in a security of an issuer that has not been previously issued,”
[para 47]
We have found that Weatherell traded in shares of LanguageForce and Intirmac. These shares were to be purchased by investors from the companies and had not been previously issued. No prospectus was filed with respect to these shares and it does not appear that any of the exemptions from the prospectus requirements were available with respect to either distribution. Therefore, we find that Weatherell distributed shares of LanguageForce and Intirmac without filing prospectuses with, and obtaining receipts for them from, the Executive Director, contrary to section 61(1) of the Act.
3.2 Advising Without Registration
[para 48]
“Adviser” is defined in section 1(1) of the Act as follows:
“ ‘adviser’ means a person engaging in, or holding himself, herself or itself out as engaging in, the business of advising another with respect to investment in or the purchase or sale of securities or exchange contracts;”
[para 49]
Section 34(1)(c) of the Act provides that:
“34.(1) A person must not
(c) act as an adviser unless the person is registered in accordance with the regulations as
(i) an adviser, or
(ii) an advising employee, partner, director or officer of a registered adviser and is acting on behalf of that adviser.”
[para 50]
The Commission considered these provisions in In the Matter of Robert Anthony Donas [1995] 14 BCSC Weekly Summary 39, where it stated at page 44:
“The first issue to be determined is whether Donas was ‘engaging in, or holding himself out as engaging in, the business of advising another with respect to investment in or the purchase or sale of securities’. The concise Oxford Dictionary of Current English (1990 ed.) defines ‘advice’ as ‘words given or offered as an opinion or recommendation about future action or behavior...’
. . .
“As indicated by the definition of ‘advice’, the nature of the information given or offered by a person is the key factor in determining whether that person is advising with respect to investment in or the purchase or sale of securities. A person who does nothing more than provide factual information about an issuer and its business activities is not advising in securities. A person who recommends an investment in an issuer or the purchase or sale of an issuer’s securities, or who distributes or offers an opinion on the investment merits of an issuer or an issuer’s securities, is advising in securities. If a person advising in securities is distributing or offering the advice in a manner that reflects a business purpose, the person is required to be registered under the Act.”
[para 51]
In his meeting with the two members of Commission staff on July 24, 1998, Weatherell provided more than factual information about Goanna. He said that if the company’s secondary drilling results were half as successful as the early drilling results, then the extent of the deposits would be “twice the size of Voisey’s Bay” and that “once the secondary drilling results come out in October, the price of the stock will at least double”. We are of the view that, in making these statements, Weatherell was offering an opinion on the investment merits of Goanna’s securities.
[para 52]
We are also of the view that he was offering this opinion with a business purpose. Weatherell, through Tech, was in the business of promoting the sale of securities of the junior issuers it represented. Weatherell prepared proposals for these issuers. He hired two employees to do “sales”, and provided them with binders of investors to contact and scripts to follow while making those calls. Finally, Weatherell himself would speak to investors, as a “closer” or in actual meetings as with the two members of Commission staff.
[para 53]
Therefore, we find that Weatherell was engaging in the business of advising others with respect to investment in or the purchase or sale of securities. He was not registered under the Act as an adviser and none of the exemptions from the registration requirement appear to be available to him. Therefore, we find that Weatherell acted as an adviser without registration, contrary to section 34(1)(c) of the Act.
3.3 Undertaking as to Future Price of a Security
[para 54]
Section 50(1)(b) provides that
“50.(1) A person, while engaging in investor relations activities or with the intention of effecting a trade in a security, must not do any of the following:
. . .
(b) give an undertaking relating to the future value or price of the security;”
[para 55]
One of the two members of Commission staff with whom Weatherell met on July 24, 1998, testified that Weatherell told them that “once the secondary drilling results come out in October, the price of the [Goanna] stock will at least double.”
[para 56]
We are of the view that, at the time Weatherell made that statement, he was both engaging in investor relations activities for Goanna and intending to effect a trade in Goanna shares. Therefore, we find that Weatherell, while engaging in investor relations activities and with the intention of effecting a trade in Goanna shares, gave an undertaking relating to the future price of Goanna shares, contrary to section 50(1)(b) of the Act.
4.0 DECISION
[para 57]
A cornerstone of the securities regulatory structure is the requirement that people trading on behalf of others, or advising others, be registered. This is intended to ensure that the investing public receives expert advice from competent and ethical people, whose activities are governed by a comprehensive set of rules and are subject to regulatory scrutiny. A sale of securities can have a critical impact on a person’s financial well-being; it cannot be compared to the sale of a health club membership or a vacuum.
[para 58]
The prohibition against giving undertakings relating to the future value or price of a security is also designed to protect the public. Potential investors should be basing their investment decisions on factual information and reasoned analysis rather than on projections of future value that are frequently, like Weatherell’s representation regarding Goanna, outrageous and utterly unsupported.
[para 59]
Despite Weatherell’s attempts to characterize Tech’s business as “investor relations”, we are of the view that it was, in reality, a boiler room. The Commission considered a similar operation, albeit one of much greater scope and sophistication, in In the Matter of Barry Sher Gill, Adrienne Tuijthof, Gordon Charles Chappell and James Calvin Letendre, [1997] 42 BCSC Weekly Summary 21. At page 58 of that decision, the Commission accepted a definition of “boiler room” as “an operation that, without registration, contacts the public and solicits them to purchase shares in a company”.
[para 60]
Weatherell was the directing mind of the Tech boiler room. He was president of Tech and ran the office. He negotiated the deals with the companies and placed at least one advertisement respecting the shares of one of those companies. He hired a two man sales force and gave them contact lists and scripts. He acted as a “closer” for their calls and made his own calls to investors. He met with investors at Tech’s office.
[para 61]
It appears that Tech, and then Vantage, were forced to close before they were able to reach their full potential. However, that potential was definitely present - in Weatherell’s binders with their thousands of investor contacts and in the office itself with its sophisticated phone system, a system with “more phones than people”.
[para 62]
We have found that in developing and operating the Tech boiler room, Weatherell:
1. traded in securities without being registered, contrary to section 34(1)(a) of the Act, and distributed securities without a prospectus, contrary to section 61(1) of the Act;
2. acted as an adviser without being registered, contrary to section 34(1)(c) of the Act; and
3. while engaging in investor relations activities, and with the intention of effecting a trade in a security, gave an undertaking relating to the future value or price of a security, contrary to section 50(1)(b) of the Act.
[para 63]
Moreover, Weatherell continued his activities even after he had been advised by Commission staff of their concerns and after his counsel had sent a letter to Commission staff confirming that Weatherell had spoken to his staff and made efforts to establish controls over their activities. In that same letter, Weatherell’s counsel also informed Commission staff that Tech had not solicited subscribers for LanguageForce and that no trades had occurred, representations that were clearly untrue.
[para 64]
We consider it to be in the public interest to remove Weatherell from participation in the market and from any involvement with issuers for a long period, and to impose on him an administrative penalty. Therefore we order:
1. under section 161(1)(c) of the Act, that the exemptions described in sections 44 to 47, 74, 75, 98 and 99 do not apply to Weatherell for a period of 12 years from the date of this decision;
2. under section 161(1)(d) of the Act, that Weatherell resign any position he holds as a director or officer of any issuer and is prohibited from becoming a director or officer of any issuer until
(a) he has successfully completed a course of study satisfactory to the Executive Director
concerning the duties and responsibilities of directors and officers, and
(b) a period of 12 years has elapsed from the date of this decision;
3. under section 161(1)(d) of the Act, that Weatherell is prohibited from engaging in investor relations activities for a period of 12 years from the date of this decision;
4. under section 162 of the Act, that Weatherell pay the Commission an administrative penalty of $25,000; and
5. under section 174 of the Act, that Weatherell pay the costs of or related to the hearing in an amount to be determined following submissions from the parties.
DATED September 12, 2000.
[para 65]
FOR THE COMMISSION
Adrienne Salvail-Lopez, Member
John K. Graf, Member
Roy Wares, Member