Settlements
DOUGLAS MICHAEL EDGAR [Sec. 161 & Settlement Agrmt.]
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BCSECCOM #:
2001 BCSECCOM 54, 2001 BCSECCOM 55
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Document Type:
Sec. 161 & Settlement Agrmt.
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Published Date:
2001-01-11
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Effective Date:
2001-01-09
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Details:
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2001 BCSECCOM 54
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF DOUGLAS MICHAEL EDGAR
Order Under Section 161
[para 1]
1. WHEREAS a Settlement Agreement was executed between Douglas Michael Edgar (“Edgar”) and the Executive Director, a copy of which is attached as Schedule “A”.
[para 2]
2. NOW THEREFORE the Executive Director, considering that it would not be prejudicial to the public interest to do so, orders, BY CONSENT, that:
2.1 pursuant to section 161(1)(c) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”), any or all of the exemptions described in sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Edgar for a period of 10 years from the date of the Settlement Agreement, with the exception that Edgar may trade in securities solely through a registered dealer under section 45(2) of the Act; and
2.2 pursuant to section 161(1)(d) of the Act, Edgar is prohibited from becoming or acting as a director or officer of any reporting issuer, or of any issuer which provides administrative or management services to a reporting issuer, for a period ending on the later of:
2.2.1 10 years from the date of the Order; and
2.2.2 the date that Edgar has successfully completed a course of study satisfactory to the Executive Director concerning the duties and responsibilities of directors and officers of reporting issuers; and
2.3 pursuant to section 161(1)(d) of the Act, Edgar is prohibited from engaging in investor relations activities for a period of 10 years from the date of the Order.
DATED at Vancouver, British Columbia, on January 9, 2001.
Steve Wilson
Executive Director
2001 BCSECCOM 55
SCHEDULE “A”
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF DOUGLAS MICHAEL EDGAR
Settlement Agreement
[para 1]
1. The following settlement of issues has been reached between Douglas Michael Edgar (“Edgar”) and the Executive Director.
Agreed Statement of Facts
[para 2]
2. Edgar acknowledges the following facts as correct:
2.1 At all material times, Edgar was a resident of British Columbia and was not registered in any capacity under the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”) or its predecessor legislation.
2.2 A company by the name of Integrated Credit and Commerce Inc. ("ICCI"), formerly known as Aintree Resources Limited, was incorporated on May 22, 1986. ICCI is a reporting issuer under the Act.
2.3 During the period from December, 1991 to September, 1996, Edgar distributed securities of ICCI to eight individuals who were residents of British Columbia (the “Distributions”). Edgar did not comply with the registration and prospectus requirements under sections 20 and 42 of the Securities Act, S.B.C. 1985 c. 83, as amended (the "1985 Act") in connection with the Distributions and no exemptions from such requirements were available to Edgar for them.
2.4 On May 28, 1998, Information Number C27217-02-C was sworn by the RCMP under which Edgar was charged with numerous breaches of the 1985 Act in connection with the Distributions.
2.5 On February 28, 2000, the Honourable Judge C.L. Bagnall of the Provincial Court of British Columbia convicted Edgar of the following Counts under the Information:
2.5.1 Counts 1 and 4, in respect of trading $12,500 worth of securities in ICCI to Ilana and Zdenek Bares between September 11, 1996 and September 14, 1996 without being registered, contrary to sections 20(1)(a) and 138(1)(c) of the 1985 Act;
2.5.2 Counts 3 and 6, in respect of distributing the foregoing securities to Ilana and Zdenek Bares without having filed a prospectus, contrary to sections 42 and 138(1)(c) of the 1985 Act;
2.5.3 Count 7, in respect of representing to Ilana Bares, with the intention of effecting a trade in the foregoing securities, that he would refund all or any of the purchase price of them, contrary to sections 35(1) and 138(1)(c) of the 1985 Act;
2.5.4 Counts 8 and 11, in respect of trading $15,000 worth of securities in ICCI to John Mattison between June 1, 1992 and September 7, 1992 without being registered, contrary to sections 20(1)(a) and 138(1)(c) of the 1985 Act;
2.5.5 Counts 10 and 13, in respect of distributing the foregoing securities to John Mattison without having filed a prospectus, contrary to sections 42 and 138(1)(c) of the 1985 Act;
2.5.6 Count 14, in respect of trading $35,000 worth of securities in ICCI to William Johnston between December 1, 1991 and August 31, 1995 without being registered, contrary to sections 20(1)(a) and 138(1)(c) of the 1985 Act;
2.5.7 Count 16, in respect of distributing the foregoing securities to William Johnston without having filed a prospectus, contrary to sections 42 and 138(1)(c) of the 1985 Act;
2.5.8 Count 17, in respect of representing to William Johnston, with the intention of effecting a trade in the foregoing securities, that he would refund all or any of the purchase price of them, contrary to sections 35(1) and 138(1)(c) of the 1985 Act;
2.5.9 Count 18, in respect of trading $22,500 worth of securities of ICCI to John McNeill between February 1, 1992 and May 30, 1994 without being registered, contrary to sections 20(1)(a) and 138(1)(c) of the 1985 Act;
2.5.10 Count 20, in respect of distributing the foregoing securities to John McNeill without having filed a prospectus, contrary to sections 42 and 138(1)(c) of the 1985 Act;
2.5.11 Counts 21, 24 and 27, in respect of trading $50,000 worth of securities in ICCI to Hank and Marion Klein between June 1, 1992 and March 1, 1995 without being registered, contrary to sections 20(1)(a) and 138(1)(c) of the 1985 Act;
2.5.12 Counts 23, 26 and 29, in respect of distributing the foregoing securities to Hank and Marion Klein without having filed a prospectus, contrary to sections 42 and 138(1)(c) of the 1985 Act;
2.5.13 Count 30, in respect of trading $4,000 worth of securities in ICCI to Ryaz Shariff between August 1, 1994 and September 30, 1994 without being registered, contrary to sections 20(1)(a) and 138(1)(c) of the 1985 Act;
2.5.14 Count 32, in respect of distributing the foregoing securities to Ryaz Shariff without having filed a prospectus, contrary to sections 42 and 138(1)(c) of the 1985 Act; and
2.5.15 Count 33, in respect of representing to Ryaz Shariff, with the intention of effecting a trade in the foregoing securities, that he would refund all or any of the purchase price of them, contrary to sections 35(1) and 138(1)(c) of the 1985 Act.
2.6 On October 3, 2000, Bagnall, J. sentenced Edgar to four months' imprisonment pursuant to the foregoing convictions and, in so doing, strongly recommended that the sentence be served by way of electronic monitoring.
Mitigating Factors
[para 3]
3. The Executive Director has taken into account the following facts as factors mitigating the sanctions which would otherwise have applied in the public interest:
3.1 the sentencing of Edgar to four month’s imprisonment as set out in paragraph 2.6 above;
3.2 the representation by Edgar to the Executive Director that he accepts the findings of fact made by the Honourable Judge C.L. Bagnall in connection with Edgar’s conviction and sentencing; and
3.3 the representation by Edgar to the Executive Director that he will not appeal his conviction or sentence.
Order
[para 4]
4. Edgar consents to an order by the Executive Director (the “Order”) that:
4.1 pursuant to section 161(1)(c) of the Act, any or all of the exemptions described in sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Edgar for a period of 10 years from the date of the Order, with the exception that Edgar may trade in securities solely through a registered dealer under section 45(2) of the Act;
4.2 pursuant to section 161(1)(d) of the Act, Edgar is prohibited from becoming or acting as a director or officer of any reporting issuer, or of any issuer which provides administrative or management services to a reporting issuer, for a period ending on the later of:
4.2.1 10 years from the date of the Order; and
4.2.2 the date that Edgar has successfully completed a course of study satisfactory to the Executive Director concerning the duties and responsibilities of directors and officers of reporting issuers; and
4.3 pursuant to section 161(1)(d) of the Act, Edgar is prohibited from engaging in investor relations activities for a period of 10 years from the date of the Order.
Waiver
[para 5]
5. Edgar 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.
[para 6]
DATED at Vancouver, British Columbia, on January 8, 2001.
“Douglas Michael Edgar”
Douglas Michael Edgar
“H.R. Anderson”
Witness signature
H. Roderick Anderson
Witness name (please print)
Suite 607 – 808 Nelson Street
Witness address
Barrister & Solicitor
Witness occupation
DATED at Vancouver, British Columbia, on January 8, 2001.
Steve Wilson
Executive Director