Exemption Orders (Discretionary)
ONVIA.COM, INC.
2001 BCSECCOM 453
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF ONVIA.COM, INC.
Exemption Order Under Section 76
[para 1]
WHEREAS Onvia.com, Inc. has applied to the Executive Director for an order under section 76 of the Securities Act, R.S.B.C. 1996, c.418, that intended trades in shares of common stock of Onvia (the “Shares”) acquired by residents of British Columbia (the “BC Residents”) under a directed share program (the “Program”) are exempt from the requirements of section 61 of the Act;
[para 2]
AND WHEREAS Onvia has represented to the Executive Director that:
1. Onvia is incorporated under the laws of the State of Delaware and is not and has no present intention of becoming a reporting issuer under the Act;
2. the Shares are quoted on the Nasdaq National Market System (“NASDAQ”);
3. Onvia completed an initial public offering (the "IPO") in the United States in March, 2000 of 8,000,000 Shares, which included filing a registration statement on Form S-1 (the "Prospectus") with the United States Securities and Exchange Commission on December 21, 1999;
4. concurrent with the IPO, the Program was made available to BC Residents who were officers, directors and employees of Onvia and their family members as well as to consultants and business associates of Onvia on the same terms and conditions as the IPO;
5. participation in the Program was voluntary and each of the BC Residents who purchased Shares under the Program was provided with a copy of the Prospectus;
6. there were 81 BC Residents who purchased an aggregate of 95,490 Shares under the Program, which represented approximately 0.001% of the issued and outstanding Shares as at September 30, 2000;
7. there is not expected to be a market for the Shares in British Columbia and it is intended that any resales of Shares acquired under the Program will be effected through the facilities of NASDAQ in accordance with its rules and regulations;
8. from the date that the BC Residents acquired the Shares under the Program to the date of any trade of such Shares, the annual reports, proxy materials and other materials generally distributed to Onvia's shareholders resident in the United States will be provided to the BC Residents at the same time and in the same manner as the documents will be provided to United States resident shareholders; and
9. under section 140(2) of the Securities Rules, B.C. Reg. 194/97, an intended trade by a BC Resident of Shares acquired under the Program will be deemed to be a distribution unless, among other things, Onvia is a reporting issuer and has been a reporting issuer for the 12 months immediately preceding the trade;
[para 3]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;
[para 4]
IT IS ORDERED under section 76 of the Act that a trade in Shares acquired under the Program by a BC Resident is exempt from the requirements of section 61 of the Act, provided that:
1. each B.C. Resident is provided with a copy of this order prior to such a trade; and
2. any such trade by a B.C. Resident is made in accordance with conditions 2(a) to (d) of BOR 72-501.
[para 5]
DATED May 2, 2001.
Derek E. Patterson
Manager