Settlements

WILLIAM DAVID FRIESEN [Agreed Stmt.]

BCSECCOM #:
Document Type:
Agreed Stmt.
Published Date:
1999-07-23
Effective Date:
1999-07-14
Details:


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

AND

IN THE MATTER OF WILLIAM DAVID FRIESEN

Agreed Statement of Facts and Undertaking


The following agreement has been reached between William David Friesen (“Friesen”) and the Acting Executive Director:

1. As the basis for the undertakings described in paragraph 3 of this agreement, Friesen makes the following representations and admissions:
      1.1 Computrex Centres Ltd. (“Computrex”) is a reporting issuer, incorporated under the Company Act R.S.B.C. 1996, c. 62 the common shares of which are listed and posted for trading on the Vancouver Stock Exchange ( the “VSE” );

      1.2 From September 1994 to December 4, 1996, Friesen was a director of Computrex and therefore an insider as that term is defined in the Securities Act, R. S. B. C. 1996, c. 418 (the “Act”) of Computrex.

      1.3 In August 1997, Friesen was the individual who acted as the principal for a group of persons ( the “Purchasing Group“) that had negotiated a Memorandum of Agreement for Change of Control (the “Control Agreement”) with other directors of Computrex (the “Selling Group) whereby the Purchasing Group would acquire from the Selling Group 2,000,000 shares in the capital of Computrex;

      1.4 The Control Agreement was executed on or about August 16, 1996 and, being a material change in the affairs of Computrex was formally announced, by way of a press release that was dated August 27, 1996.

      1.5 By mutual agreement between the Purchasing Group and the Selling Group, the closing date was ultimately set to be December 1, 1996;

      1.6 Between August 16, 1996 and December 1 1996, legal counsel for the Purchasing Group prepared and submitted to the Selling Group several drafts of a document known as a Share Purchase Agreement (the “Share Agreement”);

      1.7 On December 1, 1996, the deadline for the Control Agreement lapsed without the completion of all the required transactions;

      1.8 At approximately 6:05 p.m., on December 3, 1996, the Selling Group notified the Purchasing Group by facsimile transmission that the deal would not proceed because the December 1, 1996 deadline had passed. This was a material fact in the affairs of Computrex that had not been generally disclosed. Friesen received the notification from the Selling Group when he arrived at his office sometime after 6:30 a.m. on December 4, 1996;

      1.9 At approximately 6:50 a.m. on December 4, 1996 Friesen spoke by telephone with an assistant to an Investment Advisor at Yorkton Securities Inc. (“Yorkton”) where Friesen maintained an account in his own name, numbered 8F68881. Friesen placed an order with the assistant to sell 50,000 Computrex shares from his account;

      1.10 At approximately 7:30 a.m., Friesen telephoned the legal counsel for the Purchasing Group and advised him that:
          1.10.1 the Control Agreement would not be completed;

          1.10.2 he had resigned his directorship of Computrex,

          1.10.3 he had put in an order to sell 50,000 Computrex shares he held in his Yorkton account;

          1.10.4 he believed that, when he effected the trade, he was in possession of information not generally disclosed; and

          1.10.5 he required counsel’s advice regarding remedial steps.

      1.11 At approximately 7.45 a.m., after telephoning legal counsel, Friesen called Yorkton and requested that the trade be reversed. He was informed that could not be done.

      1.12 At approximately 8.30 a.m. counsel went to Friesen’s office to discuss the potential problem that had arisen by Friesen selling 50,000 Computrex shares from his Yorkton account;

      1.13 After Friesen met with counsel, he left his office for approximately one hour. During that time Friesen represents that:
          1.13.1 Friesen went to Yorkton’s office and asked that his 50,000-share sell order be cancelled. Yorkton told Friesen his sell order could not be stopped because the trade had gone through;

          1.13.2 Friesen went to the offices of the VSE and attempted to advise staff there that he had traded Computrex shares and was aware at that time of information that had not been generally disclosed. Friesen was unable to speak with the person he wished to speak with however, and so returned to his office; and

          1.13.3 when Friesen returned to his office, he called the VSE and spoke to Surveillance advising of the problem and requesting guidance as to what remedies, if any, were available;

      1.14 On December 4, 1996 at 10.15 a.m., the VSE halted trading in Computrex shares pending an explanation of increased trading activity.

      1.15 When the VSE learned from the Purchasing Group’s counsel that the Control Agreement had been terminated, the VSE expunged all trades occurring that morning prior to the halt.

      1.16 On December 4, 1996 at approximately 2:45 p.m., Computrex issued a news release, which had been drafted by the Purchasing Group’s counsel and made available to Computrex, announcing the Control Agreement would not proceed, due to the passing of the date within which the proposed purchase was to be completed.
2. Through counsel, Friesen co-operated fully with Commission staff in their investigation into the matters referred to in this agreement.

3. Friesen has paid to the Commission the sum of $5000.00 as penalty, which will be paid into the Industry Education Fund, and $2,500 towards the costs of the investigation.

4. Friesen undertakes to comply with the Act and the Securities Rules, B.C. Reg. 194/97 and all-applicable regulations, policies and guidelines, from the date of this agreement.

5. Friesen waives any right, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal related to, in connection with, or incidental to this agreement.


Dated at Vancouver, British Columbia, on June 30, 1999


“Andrew Walker”______________ )
Witness Signature ) William D. Friesen”
__ Andrew Walker ____________ ) William D. Friesen
Witness Name (please print) )
2500 – 1055 Dunsmuir Str. )
Vancouver, BC )
Address )
Lawyer )
Occupation


DATED at Vancouver, British Columbia, on July 14, 1999.





Signed by Steve Wilson for
Wayne Redwick, C.G.A
Executive Director