Notices of Hearing & Temporary Orders

JEROME L. WRIGHT, et. al. [Amended Temp. Order & Notice]

BCSECCOM #:
Document Type:
Amended Temp. Order & Notice
Published Date:
1998-07-03
Effective Date:
1998-06-26
Details:


IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF JEROME L. WRIGHT, BRUCE P. DUNN, GENERAL
ASTRONAUTICS CANADA, INC., GENERAL ASTRONAUTICS AMERICA, INC.,
AND GENERAL ASTRONAUTICS HOLDINGS COMPANY, LTD.

(collectively the “Respondents”)

Amended Temporary Orders and Notice of Hearing


1. WHEREAS it appears to the Executive Director that:
      1.1 General Astronautics Holdings Company, Ltd. (“General Astronautics Holdings”) is registered as an exempt company with the Corporate Registry in the Cayman Islands. General Astronautics Holdings is not a reporting issuer under the Securities Act, R.S.B.C. 1996, c.418 (the “Act”);

      1.2 General Astronautics Canada, Inc. (“General Astronautics Canada”) is a Canadian subsidiary of General Astronautics Holdings and was incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 on March 27, 1995. General Astronautics Canada is not a reporting issuer under the Act;

      1.3 General Astronautics America, Inc. (“General Astronautics America”) is a U.S. subsidiary of General Astronautics Holdings and was incorporated under the statutes of the State of Wyoming, United States of America and is authorized to carry on business in the State of Washington, United States of America. General Astronautics America is not a reporting issuer under the Act;

      1.4 Jerome L. Wright (“Wright”) is a director and officer of General Astronautics Canada. Bruce P. Dunn (“Dunn”) is also a director and an officer of General Astronautics Canada. Wright also appears to be the founder of General Astronautics America and General Astronautics Holdings;

      1.5 General Astronautics Holdings, General Astronautics Canada, and General Astronautics America (collectively the “General Astronautics Group”) have offices located at 290 West 7th Avenue, Vancouver, British Columbia;

      1.6 none of the Respondents are or at any time have been registered to trade or advise in securities in British Columbia;

      1.7 from August 1995 through to the present, the Respondents have distributed securities of the General Astronautics Group (the “Securities”) from British Columbia to residents of the United States of America, although neither a preliminary prospectus nor a prospectus regarding the Securities has been filed with the British Columbia Securities Commission;

      1.8 by distributing the Securities without complying with the registration and prospectus requirements of the Act, the Respondents have contravened sections 34 and 61 of the Act;

      1.9 in connection with the distribution of the Securities, the Respondents have made representations, with the intention of effecting a trade in the Securities, that the Securities would be listed and posted for trading on an exchange, contrary to section 50(1)(c) of the Act; and

      1.10 on June 5, 1998, Commission Staff visited the offices of the General Astronautics Group at 290 West 7th Avenue in Vancouver, British Columbia where they saw letters being printed ready to be sent to prospective investors. On that occasion, Staff were advised by Dunn that approximately 10,000 letters soliciting investments were being sent out by General Astronautics Canada per month to prospective investors in breach of section 34 of the Act;
2.0 AND WHEREAS the Executive Director considers that the length of time required to hold a hearing under section 161(1) of the Act could be prejudicial to the public interest.

3.0 NOW THEREFORE the Executive Director, considering it would be in the public interest to do so, orders under section 161(2) of the Act (the “Temporary Orders”) that, for a period ending July 9, 1998:

      3.1 under section 161(1)(b) of the Act, that the Respondents cease trading in the securities of the General Astronautics Group;

      3.2 under section 161(1)(c) of the Act the exemptions described in sections 44 - 47, 74, 75, 98 or 99 do not apply to the Respondents;

      3.3 under section 161(1)(d)(iii) of the Act, that Wright and Dunn are prohibited from engaging in investor relations activities;
4.0 TAKE NOTICE that a hearing will be held before the Commission at the 7th Floor Hearing Room, 865 Hornby Street, Vancouver, British Columbia on July 9, 1998 at 10:00 a.m. (the “Hearing”);

5.0 AND TAKE NOTICE that at the Hearing, Staff will ask that the Commission consider whether it is in the public interest to make the following orders:
      5.1 that this matter be adjourned for 90 days to permit the conclusion of the investigation; and

      5.2 that the Temporary Orders be extended until such time as the Hearing in this matter has been reconvened and the decision rendered on the merits;

6.0 AND TAKE NOTICE that the Respondents may be represented by counsel at the Hearing and may make representations and lead evidence. The Respondents are requested to advise the Commission of their intention to attend by contacting the Secretary to the Commission at 1200 - 865 Hornby Street, Vancouver, British Columbia V6Z 2H4;

7.0 AND TAKE NOTICE that determinations may be made in this matter if the Respondents do not appear at the Hearing.


DATED at Vancouver, British Columbia, on June 26, 1998.







Michael J. Watson
Acting Executive Director
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