Settlements
GLENN OWEN MOLSON [Sec. 161 & Agreed Stmt.]
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BCSECCOM #:
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Document Type:
Sec. 161 & Agreed Stmt.
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Published Date:
2000-03-24
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Effective Date:
2000-03-16
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Details:
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IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF GLENN OWEN MOLSON
Order Under Section 161
WHEREAS an Agreed Statement of Facts and Undertaking (the “Agreement”) was executed by Glenn Owen Molson (“Molson”) 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 (the “Order”), 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 sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Molson for a period of five years from the date of the Order with the exception that Molson may dispose of securities of Starteck he beneficially owns (directly or indirectly) at the date of the Order, upon the following conditions:
- 1.1. before any dispositions take place, Molson must deliver a sworn declaration to the Executive Director, listing all of the securities he beneficially owns, including the location and number of the trading account in which the securities are held, as of the date of the Order;
1.2. all dispositions by Molson must be made through one registered dealer designated in writing by Molson and approved by the Executive Director;
1.3. dispositions will be limited to a maximum of 100,000 Starteck securities in any one calendar month;
1.4. before any such trades take place, Molson must deliver to the registered dealer a copy of the Order; and
1.5. Molson will instruct the registered dealer to provide the Executive Director with a copy of the confirmation slip evidencing the trade within five days after the date of the trade; and
- 2.1. five years from the date of the Order; and
2.2. the date that Molson has successfully completed a course of study satisfactory to the Executive Director concerning the duties and responsibilities of directors and officers of reporting issuers.
DATED at Vancouver, British Columbia, on March 16, 2000.
Steven Wilson
Executive Director
Schedule "A"
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF GLEnN OWEN MOLSON
Agreed Statement of Facts and Undertaking
The following agreement has been reached between Glenn Owen Molson (“Molson”) and the Executive Director:
1. As the basis for the order and undertaking referred to below, Molson acknowledges the following facts as correct:
- 1.1. International Starteck Industries Ltd. (formerly Crisan Resources Ltd. and Starteck Industries Ltd., “Starteck”) is incorporated under the Company Act, R.S.B.C. 1996, c. 62 and is a reporting issuer.
1.2. Molson was the president and a director of Starteck from April, 1992 until August, 1998.
1.3. From at least November, 1993 until the present, Molson has held in excess of 20% of the voting rights attached to the outstanding securities of Starteck and, consequently has been a control person of Starteck, as defined by section 1 of the Securities Act, S.B.C. 1985, c. 83 (the “Former Act”), now section 1 of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”).
1.4. During the period from May, 1992 until September, 1994, Molson acquired more than 2,300,000 and disposed of more than 1,700,000 Starteck common shares. Throughout the foregoing period, Molson failed to file insider reports within ten days after the end of the month in which he acquired or disposed of the Starteck shares, contrary to section 70(4) of the Former Act.
1.5. During the period from November, 1993 until November, 1997, Molson acquired more than 6.3 million and disposed of more than 4.2 million Starteck common shares. On several occasions during the foregoing period, Molson:
- 1.5.1. acquired Starteck shares without filing a press release and an acquisition report, contrary to section 93 of the Former Act or section 111 of the Act; and
1.5.2. disposed of Starteck shares while he was a control person of Starteck which amounted to distributions as defined by section of the Act and the Former Act, without filing a prospectus and without an available prospectus exemption, contrary to section 42(1) of the Former Act or section 61(1) of the Act.
- 1.6. On or about August 21, 1998, Molson provided to the Vancouver Stock Exchange, now CDNX Venture Exchange (“CDNX”) a written Undertaking (the “Undertaking”) in which he voluntarily agreed to restrict his trading activities in the securities of Starteck through the facilities of CDNX to the following:
- 1.6.1. trades to be conducted through a market making account at one brokerage firm, over which Molson would not direct any trading; and
1.6.2. the sale of up to 100,000 shares of Starteck per month, all trades to be conducted through one account at one brokerage firm with CDNX being provided to full access to the account for the purpose of monitoring the trading activity of Molson; and
- these restrictions to remain in full force and effect for so long as Molson continues to be engaged by Starteck as an employee, independent contractor, or otherwise.
1.7. The Undertaking was required by CDNX as a result of its concerns relating to three trades effected by Molson in the securities of Starteck on September 24, 1997. It did not appear to CDNX that these trades involved a change in beneficial ownership.
2. Molson consents to an order by the Executive Director (the “Order”) that:
- 2.1. under section 161(1)(c) of the Act, the exemptions described in sections 44 to 47, 74, 75, 98 or 99 of the Act do not apply to Molson for a period of five years from the date of the Order with the exception that Molson may dispose of securities of Starteck he beneficially owns (directly or indirectly) at the date of the Order, upon the following conditions:
- 2.1.1. before any dispositions take place, Molson must deliver a sworn declaration to the Executive Director, listing all of the securities he beneficially owns, including the location and number of the trading account in which the securities are held, as of the date of the Order;
2.1.2. all dispositions by Molson must be made through one registered dealer designated in writing by Molson and approved by the Executive Director;
2.1.3. dispositions will be limited to a maximum of 100,000 Starteck securities in any one calendar month;
2.1.4. before any such trades take place, Molson must deliver to the registered dealer a copy of the Order; and
2.1.5. Molson will instruct the registered dealer to provide the Executive Director with a copy of the confirmation slip evidencing the trade within five days after the date of the trade; and
- 2.2.1. five years from the date of the Order; and
2.2.2. the date that Molson has successfully completed a course of study satisfactory to the Executive Director concerning the duties and responsibilities of directors and officers of reporting issuers.
- 3.1. the Act and the Securities Rules, B.C. Reg. 194/97; and
3.2. the Undertaking.
4. Molson undertakes to pay to the British Columbia Securities Commission the sum of $25,000, of which $5,000 represents costs and the remainder an administrative penalty.
5. Molson waives any right he may have, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal in connection with, or incidental to, this agreement or the Order.
DATED at Saskatoon , Saskatchewan , on March 10, 2000.
“Paul Florizone” )
Witness Signature )
Paul Florizone )
Witness Name )
Box 1028 )
Saskatoon, Saskatchewan ) “Glenn Molson”
Address ) Glenn Owen Molson
)
Occupation )
DATED at Vancouver, British Columbia, on March 16, 2000.
Steve Wilson
Executive Director