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News Release

Securities Commission Releases O.E.X. Electromagnetic Decision

  • Date:

    1989-12-19
  • Number:

    1989/12/19

The British Columbia Securities Commission released today its decision in the matter of O.E.X. Electromagnetic Inc. The Commission found that O.E.X. Electromagnetic Inc. ("OEX Canada") had repeatedly misrepresented its affairs and failed to meet its obligations as a reporting issuer. Six individuals, who were respondents in the case, were found to have engaged in conduct that the Commission found to be contrary to the public interest.

   In May 1986, OEX Canada, a shell company listed on the Vancouver Stock Exchange, began discussions with a company named O.E.X. Inc. ("OEX Arkansas"), based in Fort Smith, Arkansas. OEX Arkansas was a development stage company holding the rights to manufacture and market high fidelity audio speakers using a patented technology. An agreement was negotiated between Byron L. Williams, president and a director of OEX Canada, and Gary Wayne Cooper, president of OEX Arkansas, under which OEX Canada would raise financing for OEX Arkansas and the shareholders of OEX Arkansas would acquire control of OEX Canada. Cooper and Mark S. Wilson, another officer of OEX Arkansas, subsequently became directors of OEX Canada.

   From July 1986 until early 1988, the shares of OEX Canada were the subject of an aggressive promotional campaign conducted from the offices of Four Star Management Ltd., Williams' private company, by Williams, Montague Simons and Elford Scott. The campaign was conducted through promotional literature, telephone calls, two promotional videos and personal appearances at seminars and trade shows.

   The price of OEX Canada's shares rose from about 20 cents in a the spring of 1986 to about $8 in the summer of 1987, at which time the company raised $3.8 million in a public share offering through the Vancouver Stock Exchange. The price subsequently declined to about $2 before trading was halted in April 1988.

   Between August 1986 and August 1987, OEX Canada advanced to OEX Arkansas a total of $2.4 million U.S., with no effective security. An accounting review in May 1988 revealed that most of this money was misappropriated by Cooper.

   The Commission found:

- that the statement of material facts filed by OEX Canada for the public offering, and an accompanying technical report by the Coopers and Lybrand Consulting Group, did not contain full, true and plain disclosure, as required by the Securities Regulation and, in fact, that the description of OEX Canada's affairs in the statement of material facts bore little resemblance to reality;
- that OEX Canada did not disclose material changes in its affairs on a timely basis or, in some cases, at all, and that many of its news releases contained misrepresentations;
- that the promotion campaign mispresented the affairs of OEX Canada, and concluded an undertaking concerning the future price of OEX Canada's shares and representations concerning a planned listing of the shares on NASDAQ, both of which are prohibited by the Securities Act; and
- that certain transactions undertaken in connection with OEX Canada shares involved the assignment of director and employee options, contrary to the policies of the Vancouver Stock Exchange.
   The Commission found that Cooper and Wilson withheld information on the affairs of OEX Arkansas from Williams, Simons and Scott and, generally, that they failed in their obligations as directors of OEX Canada. Cooper, in particular, was found responsible for misappropriating funds for his personal benefit. Cooper and Wilson were found to have acted dishonestly, in bad faith and contrary to the best interests of OEX Canada.

   Williams was found to have fallen well below the standard of conduct required of a director and to have been responsible for misrepresenting the affairs of OEX Canada. It was found that Williams knew or ought to have known of many of the misrepresentations in the statement of material facts, the Coopers and Lybrand report, the news releases and the promotional literature and videos, and that he knew or ought to have known of at least some of the problems experienced by OEX Arkansas that were never disclosed by OEX Canada.

   The Commission found that Simons and Scott were undisclosed promoters of OEX Canada and that, in promoting the shares of OEX Canada, they disseminated information and made statements that they knew or ought to have known contained misrepresentations. It was also found that, with the intention of effecting trades in the shares of OEX Canada, Simons and Scott represented that the shares would be listed on NASDAQ and Scott gave an undertaking relating to the future value of the shares. Both of these actions contravened the Securities Act.

   Gregory Shafransky, an employee of OEX Canada, was found to have misrepresented the affairs of OEX Canada in one of the promotional videos and to have assigned his employee options to the benefit of Williams, Simons and Scott, in contravention of Vancouver Stock Exchange policy.

   The Commission ordered the removal of trading exemptions from Cooper and Wilson for 25 years and 20 years, respectively, and prohibited them from becoming or acting as directors or officers of any reporting issuer for the same periods. Similar orders were made against Williams, Simons, Scott and Four Star for 12 years, and Shafransky for two years. The Commission ordered payment of investigation costs and costs of or related to the hearing, the amounts to be determined following submissions from the parties.

   Finally, the Commission continued the cease trade order against the shares of OEX Canada until the company files and obtains a receipt for a prospectus.

   The Commission concluded its findings with the following statement:

"This case demonstrates dramatically the importance of an effective and actively enforced system of securities regulation. The conduct of the respondents showed total disregard for the requirements of the securities regulatory system, as well as the principles of sound business practice. The respondents caused serious harm to the investing public, damaged the reputation of the securities market and caused prejudice to the public interest. Behaviour of this type cannot, and will not, be tolerated by the Commission."

 

Contact:Ron Messent
Secretary to the Commission
(604) 660-4857
NOTE:  Copies of the decision (40 pages) may be obtained from the Reception desk of the British Columbia Securities Commission, 1100 - 865 Hornby Street, Vancouver, British Columbia.