Settlements

Michael Jolly [Sec. 144]

BCSECCOM #:
Document Type:
Sec. 144
Published Date:
1993-10-22
Effective Date:
1993-10-18
Details:


IN THE MATTER OF the Securities Act, S.B.C. 1985, chapter 83
AND IN THE MATTER OF Michael Jolly
Order Under Section 144
D.E. Holley
October 18, 1993

ORDER:--  WHEREAS an Agreed Statement of Facts and Undertaking was executed by Michael Jolly ("Jolly") and the Superintendent of Brokers (the "Superintendent"), a copy of which is attached hereto as Schedule "A";

NOW THEREFORE the Superintendent, considering that it would be in the public interest to do so, orders, BY CONSENT, that:

1.under section 144(1)(c) of the Securities Act, S.B.C. 1985, c. 83 (the "Act") that any or all of the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Jolly for a period of one year; and
2.under section 144(1)(d) of the Act that Jolly be prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer which provides management, administrative or consulting services to a reporting issuer for a period of one year.
D.E. HOLLEY
Superintendent of Brokers

* * * * *
Schedule "A"
Agreed Statement of Facts and Undertaking

The following agreement has been reached between Michael Jolly ("Jolly") and the Superintendent of Brokers (the "Superintendent").

1.As the basis for the undertakings in paragraph three of this agreement and the order referred to in paragraph two of this agreement, Jolly acknowledges the following facts as correct:
(a)Riviera Explorations Inc. ("Riviera"), Yellow Point Mining Corp. ("Yellow Point") and TTC/Truck Tech Corp. ("TTC") are reporting issuers incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 and their common shares were, at all times relevant to this agreement, listed for trading on the Vancouver Stock Exchange (the "Exchange");
(b)Atlantic Trust Management Group ("Atlantic") is or was at the relevant times, a proprietorship controlled by Richard Frank John Newsom ("Richard Newsom").  Atlantic provided investor relations services to Riviera, Yellow Point and TTC (the "Issuers");
(c)during portions of 1990, 1991 and 1992, Jolly was employed by Atlantic and provided investor relations services to the Issuers;
Nominee status

(d)Jolly gave verbal authority for Douglas Newsom to trade in Jolly's trading account at Pacific International Securities Inc. when he knew or ought reasonably to have known that his accounts would be used by Douglas Newsom for a deceptive or inappropriate purpose;
Employee Options

(e)on July 8, 1991, Jolly was granted an employee stock option to acquire 45,000 shares of TTC (the "TTC Options").  Jolly represents that:
(i)he did not exercise any of the TTC Options, nor did he receive any shares or benefit from the exercise of the TTC Options; and
(ii)in accepting the TTC Options and in executing the related documents, he relied upon the representations of a director of TTC;
(f)with respect to the TTC Option, Jolly knew that:
(i)Atlantic or related parties were the true beneficial owners of the TTC Options and the shares which were to be issued in his name upon the exercise of the option;
(ii)he was not an employee of TTC; and
(iii)the undertaking he signed on or about July 15, 1991, which was directed to the Exchange, had the effect of misrepresenting his relationship to TTC;
(g)on April 3, 1992, Jolly was granted an employee stock option to acquire 100,000 shares of Riviera (the "Riviera Options").  Jolly represents that:
(i)he did not exercise any of the Riviera Options, nor did he receive any shares or benefit from the exercise of the Riviera Options; and
(ii)in accepting the Riviera Options and in executing the related documents, he relied upon the representations of a director of Riviera;
(h)with respect to the Riviera Option, Jolly knew or ought to have known that:
(i)Atlantic or related parties were the true beneficial owners of the Riviera Options and of the shares which were to be issued in his name upon the exercise of the options;
(ii)he was not an employee of Riviera; and
(iii)the undertaking he signed on or about April 22, 1992, which was directed to the Exchange, had the effect of misrepresenting his relationship to Riviera.
2.Jolly has co-operated fully with the staff of the British Columbia Securities Commission during its investigation of this matter and Jolly has personally incurred travel and other expenses.
Orders and Undertakings

3.Jolly consents to an order (the "Order") by the Superintendent that:
(a)under section 144(1)(c) of the Act, any or all of the exemptions described in sections 30 to 32, 55, 58, 80 and 81 of the Act do not apply to Jolly for a period of one year from the date of the Order; and
(b)under section 144(1)(d) of the Act, Jolly be prohibited from becoming or acting as a director or officer of any reporting issuer or of any issuer which provides management, administrative or consulting services to a reporting issuer for a period of one year from the date of the Order.
4.Jolly undertakes that:
(a)before accepting any position as a director or officer of a reporting issuer, Jolly will successfully complete a course of study satisfactory to the Superintendent concerning the duties and responsibilities of directors and officers of reporting issuers; and
(b)that he will seek such professional counsel as may be reasonably necessary or take such other steps as may be reasonably required, to ensure that his future activities in the securities industry are in compliance with applicable securities legislation and policies.
5.Jolly 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 any related orders.
DATED at Bellingham, Washington, on October 16, 1993.

Witness:

TARA S. JOLLY)
3927 Britton Road)
Homemaker)MICHAEL JOLLY
Michael Jolly
October 18, 1993.
D.E. HOLLEY
Superintendent of Brokers