Settlements

GERALD EDWARD GRAY [Sec. 161 & Agreed Stmt]

BCSECCOM #:
Document Type:
Sec. 161 & Agreed Stmt
Published Date:
1999-01-08
Effective Date:
1998-12-30
Details:


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

AND

IN THE MATTER OF GERALD EDWARD GRAY


Order Under Section 161


WHEREAS an Agreed Statement of Facts and Undertaking (the “Agreement”) was executed by Gerald Edward Gray (“Gray”) and the Executive Director, a copy of which is attached hereto as Schedule “A”.

NOW THEREFORE the Executive Director, considering that it would be in the public interest to do so, orders, by consent, that:

1. under section 161(1)(c) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”), the exemptions described in any of sections 44 to 47, 74, 75, 98 and 99 do not apply to Gray from the date of this Order until May 9, 2002, being five years from the date he resigned as a director and an officer of Thrilltime Entertainment International Inc. (“Thrilltime”), except in respect of the exercise of options granted to Gray by Thrilltime to purchase shares in Thrilltime and the disposition of those shares in Thrilltime, subject to the following conditions:
      (a) that before any such dispositions take place, Gray must deliver a sworn declaration to the Executive Director, listing all of the securities he beneficially owns, including the name(s) and number(s) of the trading account(s) and the name(s) of the registered dealer(s) maintaining such securities, as at the date of the Agreement;

      (b) all dispositions by Gray must be made through one registered dealer and, prior to any securities being sold, Gray must advise the Executive Director of the name of the registered dealer and the name and number of the account through which the dispositions will be made;

      (c) Gray shall make arrangements with the registered dealer to ensure that the Executive Director receives copies of the confirmation slips for each disposition on a timely basis;

      (d) no unusual effort is made to prepare the market or create a demand for the securities; and

      (e) that no extraordinary commission or other consideration is paid in respect of the disposition of the securities; and
2. under section 161(1)(d) of the Act, Gray is prohibited from becoming or acting as a director or officer of any reporting issuer, for a period ending on the later of:
      (a) the date Gray completes the course “Continuous Disclosure”, Part II of The Securities Program sponsored by the Faculty of Business Administration at Simon Fraser University; and

      (b) May 9, 2002, being five years from the date he resigned as a director and an office of Thrilltime.
DATED at Vancouver, British Columbia, on December 30, 1998.






Brenda J. Benham
Director



Schedule “A”
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF GERALD EDWARD GRAY


Agreed Statement of Facts and Undertaking


The following agreement has been reached between Gerald Edward Gray (“Gray”) and the Executive Director:

1. As the basis for the order and undertaking in paragraphs 2 and 3 of this agreement, Gray acknowledges the following facts as correct:
      (a) Thrilltime Entertainment International Inc. (formerly Aramis Ventures Inc. until April 5, 1994 and Newera Capital Corporation until August 12, 1997) (“Thrilltime”) is an exchange issuer incorporated under the Company Act, R.S.B.C. 1996, c. 62 (the “Company Act”);

      (b) Thrilltime became a reporting issuer on February 23, 1989 and its shares were listed on the Vancouver Stock Exchange on June 19, 1989;

      (c) Gray was the president and a director of Thrilltime from August 5, 1992 to May 9, 1997;

      (d) Gray, during the period of June 3, 1994 to September 30, 1994 (the “material period”), traded shares of Thrilltime through seven trading accounts at seven different brokerage firms, thereby participating:
          (i) in 18.70% of all the market purchases by volume of shares purchased and 26.76% of all the market sales by volume of shares sold; and

          (ii) in 36.10% of all the market trades as purchaser and 19.16% of all the market trades as seller;
      (e) Gray, during the material period and together with Patrick Joseph Gleeson (“Gleeson”), employed via Gleeson Enterprise Ltd. by Thrilltime, Walter Clarence Martin (“Martin”), a director of Thrilltime, and others related to Martin, effected a series of transactions including successively higher bids, wash trading and debit kites that had the effect of artificially raising, lowering or maintaining the market price of the shares of Thrilltime;

      (f) during the material period, the market price of shares in Thrilltime ranged from a low of $0.25 per share to a high of $0.75 per share at an average volume of approximately 26,212 shares per trading day;

      (g) Gray’s participation in the market for Thrilltime shares as described in paragraphs 1.4 through 1.6 involved him, together with Gleeson, Martin and others related to Martin, engaging in and participating in transactions relating to trades in and acquisitions of the shares of Thrilltime when he knew, or ought reasonably to have known, that the transactions created and resulted in a misleading appearance of trading activity in, and an artificial price for, the shares of Thrilltime during the material period contrary to section 57 of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”);

      (h) Gray represents that he relied on guidance received from Martin in matters relating to the trading of Thrilltime and his participation in the trading activity conducted in the shares of Thrilltime was not motivated by the intention to personally profit from the transactions but rather to provide liquidity in the market for trading in shares of Thrilltime by acting as a market maker;

      (i) Gray resigned his position as president and director of Thrilltime on May 9, 1997 at the request of the staff of the British Columbia Securities Commission (the “Commission”), has not acted as a director or officer of any reporting issuer since that date and has co-operated during the course of the investigation;

      (j) during the period of Gray’s participation in the business of Thrilltime subsequent to the material period, the company has grown and prospered to the stage where it has been granted “Advanced Company” status by the Vancouver Stock Exchange; and

      (k) Gray, subsequent to the material period, successfully completed the course “Going Public”, Part I of The Securities Program sponsored by the Faculty of Business Administration at Simon Fraser University.
2. In respect of Gray’s failure to comply with sections 57 and 87(4) of the Act, and in light of the mitigating factors referred to in paragraphs 1.8 through 1.11 Gray consents to an order of the Executive Director (the “Order”) that:
      (a) under section 161(1)(c) of the Act, the exemptions described in any of sections 44 to 47, 74, 75, 98 and 99 of the Act do not apply to Gray from the date of this Order until May 9, 2002, being five years from the date he resigned as a director and an officer of Thrilltime, except in respect of the exercise of options granted to Gray by Thrilltime to purchase shares in Thrilltime and the disposition of those shares in Thrilltime, subject to the following conditions:
          (i) that before any such dispositions take place, Gray must deliver a sworn declaration to the Executive Director, listing all of the securities he beneficially owns, including name(s) and number(s) of the trading account(s) and the name(s) of the registered dealer(s) maintaining such securities, as at the date he signs this agreement;

          (ii) all dispositions by Gray must be made through one registered dealer and, prior to any shares being sold, Gray must advise the Executive Director of the name of the registered dealer and the name and number of the account through which the dispositions will be made;

          (iii) Gray shall make arrangements with the registered dealer to ensure that the Executive Director receives copies of the confirmation slips for each disposition on a timely basis;

          (iv) no unusual effort is made to prepare the market or create a demand for the shares; and

          (v) that no extraordinary commission or other consideration is paid in respect of the disposition of the shares; and
      (b) under section 161(1)(d) of the Act, Gray is prohibited from becoming or acting as a director or officer of any reporting issuer, for a period ending on the later of:
          (i) the date Gray completes the course “Continuous Disclosure”, Part II of The Securities Program sponsored by the Faculty of Business Administration at Simon Fraser University; and

          (ii) May 9, 2002, being five years from the date he resigned as a director and an officer of Thrilltime.
3. Gray has paid the Commission the sum of $20,000, $2,000 of which represents a portion of the costs of the investigation, the balance being penalty, and undertakes to comply with the provisions of the Act and the Securities Rules, B.C. Reg. 194/97, from the date of this agreement.

4. Gray waives any right he may have, 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 and the Order.

DATED at Vancouver, British Columbia, on December 15, 1998.



_____________________________)
Witness Signature)
_____________________________)
Bob Brill______________________)___________________________
Witness Name (Please Print))Gerald Edward Gray
_____________________________)
516 Connaught Drive____________)
Address)
_____________________________)
President / Graphic Connection____)
Occupation


DATED at Vancouver, British Columbia, on December 30, 1998.




Brenda J. Benham
Director
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