Settlements
INSTANT VISION, INC. [Agreed Stmt.]
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BCSECCOM #:
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Document Type:
Agreed Stmt.
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Published Date:
1999-12-03
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Effective Date:
1999-12-01
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Details:
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IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
INSTANT VISION, INC.
Agreed Statement of Facts and Undertaking
The following agreement has been reached between Instant Vision Inc. ("Instant Vision") and the Executive Director:
1. As the basis for the orders referred to below, Instant Vision acknowledges the following facts as correct:
- 1.1 Michael Paul Olsen (“Olsen”) is not a registrant under the Act. Olsen was formerly registered as a Registered Representative employed by Vantage Securities Inc. (“Vantage”), with said registration terminating on April 27, 1998.
- 1.2 Instant Vision Inc. (“Instant Vision”) is incorporated in the State of Delaware, U.S.A. Instant Vision is not a reporting issuer under the Act. Michael Gelmon ("Gelmon") was the President of Instant Vision and was not a registrant under the Act.
1.3 Prior to the cancellation of Vantage Securities' registration on April 27, 1998, Olsen introduced certain clients of Vantage Securities to an investment in “Series B Debentures” of Instant Vision at a presentation hosted by Vantage Securities.
1.4 Olsen invited his clients to attend the presentation.
1.5 In some instances investors completed subscription forms and the investor acknowledged the investment was made as a result of advice given to the investor by Olsen.
- 1.6 in May and June 1998, after Olsen’s registration as an employee of Vantage Securities Inc. was terminated, he sold “Series B Debentures” of Instant Vision.
- 1.7 If the purchases had been made at the time Olsen was licensed to give advice, they would have been made under the exemption found at section 128(c) of the SecuritiesRules, B.C. Reg. 194/97 (the “Rules”) which provides that no prospectus is required where the investment is for $25,000 or more, the purchaser acknowledges that they have been advised by a registrant in respect of the purchase, and an offering memorandum has been properly delivered to the purchaser.
1.8 The sales were not made until after Vantage and Olsen were no longer registrants under the Act.
1.9 Subsequent to the cancellation of Vantage Securities' registration, Olsen and Gelmon met with the former clients of Vantage to sell the "Series B Debentures" of Instant Vision.
1.10 The attendance by Gelmon was meant to create a direct sale from the issuer to a sophisticated purchaser under section 128(b) of the Rules when in fact Gelmon and Olsen ought to have known that certain investments in Instant Vision may have been made, in part, on the basis of Olsen's advice.
1.11 Based on the facts known to Mr. Gelmon at the time the investments were made, the issuer, Instant Vision, ought to have known that certain investors were relying upon Olsen's advice as opposed to solely on their own financial, business or investment experience. Therefore Instant Vision ought to have known that an acknowledgement from the investors that they were relying upon their own financial, business or investment experience information, was, in some cases, not entirely accurate.
- 1.12 Therefore, Instant Vision may have distributed the securities of Instant Vision to residents of British Columbia without registration to do so and without a prospectus having been filed and a receipt obtained from the Executive Director and without an exemption from the prospectus requirements, contrary to sections 34 and 61 of the Act.
1.13 Instant Vision has cooperated with Staff of the Commission in its investigation of this matter and has represented to Staff that the distributions of the securities of Instant Vision were made without an intention to act in a manner contrary to the Act.
2. Instant Vision undertakes to comply fully with all the provisions of the Act and the Rules from the date of this agreement.
4. This agreement may be signed in counterpart.
DATED at Houston, Texas, on December 1, 1999.
Philip J. Hubbuch )
I have the authority to bind the ) INSTANT VISION INC.
Corporation )
DATED at Vancouver, British Columbia, on December 1, 1999.
Steve Wilson
Executive Director