Settlements

MINDORO CORPORATION, et. al. [Sec. 144 & Agreed Stmt]

BCSECCOM #:
Document Type:
Sec. 144 & Agreed Stmt
Published Date:
1996-11-08
Effective Date:
1996-11-04
Details:


IN THE MATTER OF THE SECURITIES ACT
S.B.C. 1985, c. 83

AND

IN THE MATTER OF MINDORO CORPORATION,
RONALD VICTOR MARKHAM, DR. JOHN BERRY,
RONALD JAMES CONN AND ARTHUR EDGAR CLAXTON

Order Under Section 144

WHEREAS an Agreed Statement of Facts and Undertaking has been executed by Arthur Edgar Claxton and the Executive Director, a copy of which is attached hereto as Schedule “A” (the “Agreement”);

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

1. under section 144(1)(d) of the Securities Act, S.B.C. 1985, c. 83, Claxton is prohibited from becoming or acting as a director or officer of any reporting issuer until June 4, 2000;

2. under section 144(1)(f) of the Act, Claxton’s license to trade in securities shall be restricted until June 4, 1997 so that Claxton will be prohibited from selling any securities except mutual funds, and with respect to such sales Claxton is to provide to the Executive Director for each month during the said period a statement of sales during the proceeding month prepared by Planvest Pacific Financial Corporation, Claxton’s employer, in a form acceptable to the Executive Director.


DATED at Vancouver, British Columbia, on November 4, 1996.




Dean E. Holley
Executive Director



Schedule “A”

IN THE MATTER OF THE SECURITIES ACT
S.B.C. 1985, c. 83

AND

IN THE MATTER OF MINDORO CORPORATION,
RONALD VICTOR MARKHAM, DR. JOHN BERRY,
RONALD JAMES CONN AND ARTHUR EDGAR CLAXTON

Agreed Statement of Facts and Undertaking

The following agreement has been reached between Arthur Edgar Claxton and the Executive Director:

1. As a basis for the orders referred to in paragraphs two and three and the undertakings in paragraphs two, three and four of this agreement, Arthur Claxton acknowledges the following facts to be correct:
      1. Mindoro Corporation (“Mindoro”) is incorporated in the State of Oregon and is not a reporting issuer under the Act;

      2. Ronald Victor Markham (“Markham”) is the president, a director, and the directing mind of Mindoro and resides in Vancouver, B.C.;

      3. John Berry (“Berry”) is an officer and director of Mindoro and resides in Vancouver, British Columbia;

      4. Ronald James Conn (“Conn”) was registered as a salesman (mutual funds) with Vantage Securities Inc. (“Vantage”), a securities dealer under the Act, until October 21, 1994;

      5. Arthur Edgar Claxton (“Claxton”) was registered as a salesman with Vantage but is currently registered with Planvest Pacific Financial Corporation (“Planvest”);

      6. During the period of 1988 through 1993 Mindoro made distributions of its common shares (the “Distributions”) to 170 or more residents of British Columbia (the “Subscribers”);

      7. Distributions were made to certain of the Subscribers (the “Non-Exempt Subscribers”) without registration, without filing and obtaining a receipt for a prospectus, and without an applicable exemption from the registration and prospectus requirements of the Securities Act, S.B.C. 1985, c. 83 (hereinafter the “Act”), contrary to sections 20 and 42 of the Act (the “Illegal Distributions”);

      8. In November, 1993, in connection with the Distributions:
          (I) Claxton and Conn invited certain individuals (the “Clients”) to attend a presentation given by Markham and others for the purpose of soliciting investments in Mindoro;

          (II) Claxton advised some of the Clients that Mindoro would be listed for trading on the NASDAQ Exchange in early 1994 at a price not less than $10.00 US per share (the “Representations”), contrary to sections 35(1)(b) and 35(1)(c) of the Act; and

          (III) subsequently, several of the Clients purchased shares of Mindoro and became Non-Exempt Subscribers, of these purchasers a total of eight were clients of Claxton.

          (i) Claxton solicited investments in Mindoro and thereby participated in the Illegal Distributions, contrary to sections 20 and 42 of the Act;

          (j) During the period from approximately May 18, 1993 to January 25, 1994 the British Columbia Securities Commission alleges that Claxton received commissions from Mindoro of $5,000 and 4,000 shares of Mindoro;

2. Claxton consents to an order by the Executive Director that pursuant to section 144(1)(f) his license to trade in securities be restricted so that for a period of one year from June 4, 1996 Claxton will be prohibited from trading in any securities except mutual funds and that with respect to such trades Claxton undertakes to provide to the Executive Director a statement of trades during the preceding month for each month of the one year period, such statement to be prepared by Planvest in a form acceptable to the Executive Director;

3. Claxton undertakes to meet with the management of Planvest on a minimum of once per week to ensure that sales of mutual funds comply reasonably with the “Know Your Client” Rule and to provide the Executive Director with reasonable evidence of such meetings and the contents thereof upon request;

4. Claxton undertakes to pay the British Columbia Securities Commission the sum of $30,000, comprised of a monetary penalty of $10,000 inclusive of the costs of the investigation and a further sum of $20,000 representing a disgorgement of notional profits.

5. Claxton waives any right he may have under the Act, or otherwise, as to hearing, hearing and review, judicial review, or appeal related to, or in connection with or incidental to this agreement and related orders.

Dated at Vancouver, British Columbia, on October 31, 1996







Kenneth W. Ball________________
Witness name
“Arthur Edgar Claxton”
Arthur Edgar Claxton
1004 - 595 Howe Street
Vancouver, B.C. V6C 2T5________
Address
Barrister & Solicitor_____________
Occupation

Dean E. Holley
Executive Director
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