Settlements

GUNTER STEFFENSEN [Sec. 161 & Agreed Stmnt.]

BCSECCOM #:
Document Type:
Sec. 161 & Agreed Stmnt.
Published Date:
2000-03-03
Effective Date:
2000-02-25
Details:


IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF GUNTER STEFFENSEN
(the “Insider”)


Order Under Section 161


WHEREAS an Agreed Statement of Facts and Undertaking was executed by Gunter Steffensen and the Executive Director, a copy of which is attached hereto as Schedule “A”;

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

1. under section 161(1)(c) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”), the exemptions described in any of sections 44 to 47, 74, 75, 98 and 99 do not apply to the Insider for a period of 3 years, except that the Insider may trade securities beneficially owned by him at the date of this order subject to the following conditions:
      (a) that before any trade(s) take place the Insider must deliver a sworn Declaration to the Executive Director listing all of the securities beneficially owned by him;

      (b) that the trade(s) be made through the facilities of a registered dealer;

      (c) that before any trade(s) takes place the Insider must deliver to the registered dealer carrying out the trade(s), a copy of the Order;

      (d) that the Insider will instruct the registered dealer to provide the Executive Director with a copy of the confirmation slip evidencing the trade within 4 days of the date of the trade; and
2. under section 161(1)(d) of the Act, the Insider resign from any position he holds as a director or officer of any reporting issuer, and is prohibited from becoming or acting as a director or officer of any reporting issuer for a period ending on the later of:

      (a) the date the Insider satisfies his obligation to pay $6,000 to the British Columbia Securities Commission;

      (b) the date the Insider completes a course of study satisfactory to the Executive Director, concerning public companies and the duties and responsibilities of directors and officers of public companies; and

      (c) three years from the date of this order.


DATED at Vancouver, British Columbia, on February 28, 2000





Steve Wilson
Executive Director


Schedule “A”
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418


AND


IN THE MATTER OF GUNTER STEFFENSEN
(the “Insider”)



Agreed Statement of Facts and Undertaking



The following agreement has been reached between the Insider and the Executive Director:

1. As the basis for the order and undertakings set out below, the Insider acknowledges the following facts as correct:
      1.1 during the period from May 1996 to December 1998 (the “Material Period”), the Insider was the secretary-treasurer and a director of Diversified Investment Strategies Inc. (the “Reporting Issuer”), a reporting issuer under the Securities Act, R.S.B.C. 1996, c. 418 (“the Act”);

      1.2 the Reporting Issuer has its head office in British Columbia and, during the Material Period, its securities were listed and posted for trading on the Alberta Stock Exchange (the “ASE”);

      1.3 the Insider, during the Material Period, filed no insider reports but made changes in his direct or indirect beneficial ownership of, or control or direction over, securities of the Reporting Issuer as follows:

          1.3.1 acquired or disposed of approximately 1,131,400 common shares through the facilities of the ASE (collectively, the Transactions”);

          and failed to file insider reports in respect of the Transactions, as required under section 87 of the Act;
      1.4 the Transactions consisted of a total of 492 transactions during 32 months of the Material Period (the “32-Month Period”);

      1.5 the Transactions represented approximately 11% of the trading on the ASE in the shares of the Reporting Issuer in the 32-Month Period, and over $1,772,000 in value;

      1.6 in each of 14 months during the 32-Month Period, the Transactions in the month represented 10% or more of the trading in the month in the shares of the Reporting Issuer on the ASE, and, in each of 10 months, represented approximately 18% to 25% of the trading;

      1.7 there was significant trading in the shares of the Reporting Issuer during the 32-Month Period, totaling over 8 million shares;

      1.8 there was significant fluctuation in the prices at which shares of the Reporting Issuer traded on the ASE in each month during the 32-Month Period, exceeding 16% (the spread as a percentage of the low price), and, in 10 of those months, the fluctuation was greater than or equal to 50%, and, in one month, was 130%;

      1.9 a cease trade order under section 164 of the Act was issued against the Insider on January 20, 1999 (the “Cease Trade Order”) for his failure to file insider reports in respect of the Transactions; and

      1.10 the cease trade order was revoked on February 9, 1999, as a result of the Insider filing insider reports in respect of the Transactions;

2. The insider has paid the applicable late filing fees in the amount of $1,600;

3. In respect of the Insider’s failure to disclose the Transactions in compliance with section 87 of the Act, the Insider consents to an order of the Executive Director (the “Order”) that:

      3.1 under section 161(1)(c) of the Act, the exemptions described in any of sections 44 to 47, 74, 75, 98 and 99 do not apply to the Insider for a period of 3 years, except that:
          3.1.1 the Insider may trade securities beneficially owned by him at the date of the Order subject to the following conditions:

              (a) that before any trade(s) take place the Insider must deliver a sworn Declaration to the Executive Director listing all of the securities beneficially owned by him;

              (b) that the trade(s) be made through the facilities of a registered dealer;

              (c) that before any trade(s) takes place the Insider must deliver to the registered dealer carrying out the trade(s), a copy of the Order;

              (d) that the Insider will instruct the registered dealer to provide the Executive Director with a copy of the confirmation slip evidencing the trade within 4 days of the date of the trade; and
      3.2 under section 161(1)(d) of the Act, the Insider resigns from any position he holds as a director or officer of any reporting issuer, and is prohibited from becoming or acting as a director or officer of any reporting issuer for a period ending on the later of:

          3.2.1 the date the Insider satisfies his obligation, as described in paragraph 4 below;

          3.2.2 the date the Insider completes a course of study satisfactory to the Executive Director, concerning public companies and the duties and responsibilities of directors and officers of public companies; and

          3.2.3 three years from the date of the Order;
4. The Insider undertakes to pay $6,000 to the British Columbia Securities Commission, $1,000 of which represents the cost of the investigation, and the remainder, a penalty, which will be paid into the Industry Education Fund, in accordance with the terms set out in a Promissory Note, executed by the Insider in favour of the British Columbia Securities Commission;

5. The Insider undertakes to comply with all of the provisions of the Act and the Securities Rules, B.C. Reg. 194/97 from the date of this agreement; and

6. The Insider 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 the Order.

DATED at Vancouver, British Columbia on February 21, 2000.

“William B. Schmidt” )
Witness Signature )
)
William B. Schmidt )
Witness Name (Please Print) ) “Gunter Steffensen”
430 – 580 Hornby ) Gunter Steffensen
Vancouver, BC V6C 3B6 )
Address )
)
Solicitor )
Occupation

DATED at Vancouver, British Columbia, on February 25, 2000.





Steve Wilson
Executive Director
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