Settlements

David Victor Ellison [Sec. 144]

BCSECCOM #:
Document Type:
Sec. 144
Published Date:
1993-10-15
Effective Date:
1993-10-13
Details:


Ellison  (Re)
IN THE MATTER OF the Securities Act, S.B.C. 1985, chapter 83
AND IN THE MATTER OF David Victor Ellison
Order Under Section 144
D.E. Holley
October 13, 1993

ORDER:--  WHEREAS an Agreed Statement of Facts and Undertaking was executed by David Victor Ellison ("Ellison") 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 (the "Order"), 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 Ellison for a period of two years from the date of the Order; and
2.under section 144(1)(d) of the Act that Ellison 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 two years from the date of the Order.
D.E. HOLLEY
Superintendent of Brokers

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

The following agreement has been reached between David Victor Ellison ("Ellison") 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, Ellison 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, Ellison was employed by Atlantic and provided investor relations services to the Issuers;
Nominee status

(d)Ellison gave verbal authority for Douglas Newsom to trade in Ellison's trading accounts at Pacific International Securities Inc., Brink Hudson Lefever Ltd., Georgia Pacific Securities Inc., Yorkton Securities Inc. and Wolverton Securities Inc., thereby allowing him to become a nominee for Douglas Newsom and other members of the Atlantic group;
(e)when giving the trading authority to Douglas Newsom, Ellison knew or ought to have known that his accounts would be used by Douglas Newsom for a deceptive or inappropriate purpose;
Employee Options

(f)on February 26, 1991, Ellison was granted an employee stock option to acquire 90,000 shares of Riviera (the "Riviera Options").  Ellison 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;
(g)with respect to the Riviera Option, Ellison knew that:
(i)Atlantic or related parties were the true beneficial owners of the Riviera 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 Riviera; and
(iii)the undertaking he signed on or about March 4, 1991, which was directed to the Exchange, had the effect of misrepresenting his relationship to Riviera;
(h)on April 4, 1991, Ellison was granted an employee stock option to acquire 157,904 shares of TTC (the "TTC Options").  Ellison 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;
(i)with respect to the TTC Option, Ellison 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 May 1, 1991, which was directed to the Exchange, had the effect of misrepresenting his relationship to TTC;
(j)on May 15, 1992, Ellison was granted an employee stock option to acquire 110,000 shares of Yellow Point (the "Yellow Point Options").  Ellison represents that:
(i)he did not exercise any of the Yellow Point Options, nor did he receive any shares or benefit from the exercise of the Yellow Point Options; and
(ii)in accepting the Yellow Point Options and in executing the related documents, he relied upon the representations of a director of Yellow Point;
(k)with respect to the Yellow Point Option, Ellison knew that:
(i)Atlantic or related parties were the true beneficial owners of the Yellow Point 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 Yellow Point; and
(iii)the undertaking he signed on or about May 20, 1992, which was directed to the Exchange, had the effect of misrepresenting his relationship to Yellow Point;
Telephoning

(l)at various times during the period from 1991 to August 1992, Ellison, at the direction of his employer, telephoned from within British Columbia to residences within or outside British Columbia for the purpose of trading in the shares of Riviera, Yellow Point and TTC;
(m)at various times during the period from 1991 to August 1992, Ellison, at the direction of his employer, advised in securities while not registered under the Securities Act, S.B.C. 1985, c. 83 (the "Act") to do so;
2.Ellison has co-operated fully with the staff of the British Columbia Securities Commission during its investigation of this matter and Ellison has personally incurred travel and other expenses;
Orders and Undertakings

3.Ellison 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 Ellison for a period of two years from the date of the Order;
(b)under section 144(1)(d) of the Act, Ellison 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 two years from the date of the Order;
4.Ellison undertakes that:
(a)before accepting any position as a director or officer of a reporting issuer, Ellison will successfully complete a course of study satisfactory to the Superintendent concerning the duties and responsibilities of directors and officers of reporting issuers;
(b)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.Ellison 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 Vancouver, British Columbia, on October 13, 1993.

Witness:

LINDA NEWELL)
B.C. Securities Commission)
Investigator)DAVID VICTOR ELLISON
DATED at Vancouver, British Columbia, on October 13, 1993.

D.E. HOLLEY
Superintendent of Brokers