BCSC

Settlements

ROBERT EMERSON MOORE [Sec. 144 & Agreed Stmt]

BCSECCOM #:	Document Type: Sec. 144 & Agreed Stmt
Published Date: 1997-03-21	Effective Date: 1997-03-13
Details:

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

AND

IN THE MATTER OF ROBERT EMERSON MOORE

Order Under Section 144

WHEREAS an Agreed Statement of Facts and Undertaking has been executed by Robert Emerson Moore ("Moore") 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)(a) of the Securities Act, S.B.C. 1985, c. 83, Moore agrees to comply with sections 20 and 42 of the Act;

2. under section 144(1)(c) of the Act, the exemptions described in sections 30 - 32.1, 55, 58, 80 and 81 (other than subsections 32(a), (b), and (i)), do not apply to Moore for a period ending on the latter of:

(a) the date Moore satisfies his obligation referred to in paragraph 3 below, including any accrued interest; and

(b) 5 years from the date of the Order;

except that Moore may trade shares he beneficially owns at the date of the Order, subject to the following conditions:

(i) that before any trades take place, Moore must deliver a sworn declaration to the Executive Director listing all of the securities he beneficially owns at the date of the Agreement;

(ii) that any such trade must take place within 180 days of the date of the Order through a single registered dealer designated in writing by Moore;

(iii) that before any such trades take place, Moore must deliver to the registered dealer a copy of the Order;

(iv) that Moore will instruct his registered dealer to provide the Executive Director with a copy of the confirmation slip evidencing the trade within four days of the date of the trade;

(v) that if any payment referred to in paragraph 3, below, is not made by the date required in paragraph 3, below, the proceeds of disposition of any securities traded by Moore will be paid to the Securities Commission in satisfaction of the overdue amount. Moore will instruct the registered dealer with whom he deals to pay any such proceeds of disposition directly to the British Columbia Securities Commission (the “Commission”).

3. Under subsection 144(1)(d) of the Act, that Moore is prohibited from becoming or acting as a director or officer of any reporting issuer or any issuer that provides management, consulting, or administrative services to a reporting issuer for a period ending on the latter of:

(a) the date Moore satisfies his obligation to pay $100,000, plus any accrued interest, to the Commission as referred to in paragraph 3 of the Agreement; and

(b) 5 years from the date of this Order.

DATED at Vancouver, British Columbia, on March 13, 1997.

Paul C. Bourque
Executive Director

“Schedule A”
IN THE MATTER OF THE SECURITIES ACT
S.B.C. 1985, c. 83

AND

IN THE MATTER OF ROBERT EMERSON MOORE

Agreed Statement of Facts and Undertaking

The following agreement has been reached between Robert Emerson Moore and the Executive Director:

1. As a basis for the orders and undertaking referred to below, Robert Emerson Moore agrees that the following facts are true:

(a) Hovik Medical Corporation ("Hovik"), currently called Globetel Communications Limited, was incorporated in British Columbia under the Company Act, R.S.B.C. 1979, c. 59 (the "Company Act") in 1980. Hovik has been a reporting issuer under the Securities Act, S.B.C. 1985, c. 83, as amended (the "Act") since 1980;

(b) CAM-NET Communications Network Inc. ("Cam-Net") was incorporated in British Columbia under the Company Act in 1982. Cam-Net has been a reporting issuer since 1983;

(c) Robert Emerson Moore ("Moore") was the president and a director of Cam-Net from August 1989 to approximately August, 1994, and at all times material to this matter was a control person of Hovik;

(d) 306285 B.C. Ltd. ("306") is a private company beneficially owned and controlled by Moore. 306 was incorporated in British Columbia under the Company Act in 1986;

Distribution of Hovik Shares Contrary to the Act

(e) Pursuant to an agreement dated April 18, 1988 (the "Agreement"), 306 acquired in May 1988 approximately 5.9 million shares of Hovik, of which approximately 3.3 million were not subject to escrow. At this time, 306 and Moore became control persons of Hovik;

(f) On May 26, 1988, Moore, through 306, sold 416,400 Hovik shares through the facilities of the Vancouver Stock Exchange (the "Exchange") without a prospectus or an exemption, contrary to section 42 of the Act (the "Distribution"). Moore states that he was unaware the Distribution was contrary to the Act;

False Filing

(g) Subsequent to the Distribution, on June 7, 1988, 306 made an application (the "Application") to the Commission for a discretionary order granting an exemption from the requirement to file a prospectus in connection with a planned distribution of Hovik shares. Moore authorized the making of the Application and confirmed that the facts on which it was based were true;

(h) The Application failed to disclose material particulars of the proposed transactions, in that a portion of the distribution for which the exemption was being sought had, in fact, already been completed by Moore on behalf of 306 as referred to in paragraph 1(f) above. Moore states that, in signing the application, he did not know but acknowledges that he ought to have known that the application contained the material non-disclosure as referred to;

Failure to Comply With the Terms of an Order

(i) On August 11, 1988, the Executive Director issued a discretionary order based in part on the non-disclosure referred to above:

(i) allowing 306 to distribute approximately 1.7 million shares of Hovik (the "Market Shares") through the facilities of the Exchange;

(ii) allowing 306 to distribute approximately 1.6 million additional Hovik shares (the "Transfer Shares") in private transactions; and

(iii) imposing various requirements on 306 to report particulars of these transactions;

(j) 306 failed to comply with the reporting requirements referred to in paragraph 1(i)(iii);

Cam-Net Insider Reports

(k) Between August 1989 and September 1992, Moore bought and sold approximately 400,000 shares of Cam-Net. The value of these transactions amounted to approximately $2.7 million;

(l) Moore did not file insider reports for his trading in Cam-Net shares until March 1993, contrary to section 70 of the Act. Moore states that in order to protect certain privacy interests in relation to other unrelated legal matters, he chose not to file the said insider reports. Moore filed these reports after the Staff of the Commission (the "Staff") had commenced its enquiries into these and other transactions concerning Moore and, according to Moore, after the resolution of those other legal matters;

Hovik Insider Reports

(m) Between May 1988 and September 1990, Moore bought and sold approximately 9.9 million shares of Hovik. The value of these transactions amounted to approximately $3.4 million;

(n) Of these 9.9 million shares of Hovik bought and sold by 306, approximately 5.9 million shares were acquired pursuant to the Agreement referred to in subparagraph 1(e) above, and approximately 2.0 million shares related to the Distribution of the Transfer Shares referred to in paragraph 1(i)(ii) above. The value of the Transfer Shares transactions amounted to approximately $1.1 million;

(o) Moore did not file insider reports for his trading in Hovik until March, 1993, contrary to s.70 of the Act. Moore filed his Hovik insider reports after the Staff had commenced its enquiries into these and other transactions concerning Moore. Moore states that, to that point, it had not come to his attention that the insider reports had not been filed;

Disposition of Control Block Shares

(p) Don Garth Choquer ("Choquer") was the President and beneficial owner of International Venture Capital Management Ltd. ("IVCM") during the period from August, 1988 to September, 1990 (the "Material Time");

(q) IVCM is a private company incorporated in 1986 under the Company Act;

(r) During the Material Time, IVCM provided management services directly or indirectly to Moore and 306;

(s) During the Material Time, Choquer, through IVCM, made a series of loans to Moore and his private companies. These loans were partially secured by a portion of Moore's control block of Hovik which were pledged to IVCM (the "Pledged Shares"). Choquer had custody of the Pledged Shares;

(t) During the Material Time, Choquer, through IVCM, deposited a portion of the Pledged Shares in margin accounts at three brokerage firms which were members of the Exchange (the "Margin Shares"). Choquer used the Margin shares as collateral;

(u) Choquer, through IVCM, loaned a portion of the Pledged Shares to third parties (the "Borrowers");

(v) Choquer represented to the Borrowers that the Shares were not part of a control block. He did not restrict the Borrowers from further pledging the Pledged Shares as collateral to obtain margin or from selling the Pledged Shares;

(w) The Borrowers deposited the Pledged Shares as collateral to obtain margin at brokerage firms which were members of the Exchange;

(x) The Borrowers sold a portion of the Pledged Shares into the market, thus causing a distribution from a control position without a prospectus and without an exemption from the prospectus requirements, contrary to section 42 of the Act;

(y) The arrangement described in subparagraph 1(p) to 1(u)(iv) above caused the various brokerage firms to violate G.1.08 of the Exchange Rules which precludes any security which is part of the holdings of a control person from being accepted for margin purposes; and

(z) Moore ought to have known that the Borrowers were pledging and selling the Shares and was therefore responsible for the breaches described in subparagraphs 1(x) and 1(y) above.

2. Moore consents to an order by the Executive Director (the "Order") that:

(a) under section 144(1)(a) of the Act, he comply with sections 20 and 42 of the Act;

(b) under section 144(1)(c) of the Act, the exemptions described in sections 30 - 32.1, 55, 58, 80 and 81 (other than subsections 32(a), (b), and (i)), do not apply to Moore for a period ending on the latter of:

(i) the date Moore satisfies his obligation referred to in paragraph 3 below, including any accrued interest; and

(ii) 5 years from the date of the Order;

except that Moore may trade securities he beneficially owns at the date of the Order, subject to the following conditions:

(iii) that before any trades take place, Moore must deliver a sworn declaration to the Executive Director listing all of the securities he beneficially owns at the date of the Agreement;

(iv) that any such trade must take place within 180 days of the date of the Order through a single registered dealer designated in writing by Moore;

(v) that before any such trades take place, Moore must deliver to the registered dealer a copy of the Order;

(vi) that Moore will instruct his registered dealer to provide the Executive Director with a copy of the confirmation slip evidencing the trade within four days of the date of the trade; and

(vii) that if any payment referred to in paragraph 3, below, is not made by the date required in paragraph 3, below, the proceeds of disposition of any securities traded by Moore will be paid to the Securities Commission in satisfaction of the overdue amount. Moore will instruct the registered dealer with whom he deals to pay any such proceeds of disposition directly to the BC Securities Commission; and

(c) under section 144(1)(d) of the Act, that he is prohibited from becoming or acting as a director or officer of any reporting issuer or any issuer that provides management, consulting or administrative services to a reporting issuer for a period ending on the latter of:

(i) the date Moore satisfies his obligation described in paragraph 3, below, including any accrued interest; and

(ii) 5 years from the date of the Order.

3. Moore undertakes to pay the British Columbia Securities Commission (the “Commission”) the sum of $100,000 in accordance with the following payment schedule:

(a) $50,000 on or before March 21, 1997; and

(b) $50,000 on or before May 16, 1997;

and on the terms set out in a promissory note executed by Moore in favour of the Commission.

4. Moore waives any right he may have, under the Act or otherwise to a hearing, hearing in review, judicial review or appeal related to, in connection with or incidental to this agreement or the related Order.

DATED at Vancouver, British Columbia, on March 5, 1997.

)
Witness )
)
Don Choquer____________ )
Witness Name (Please print) ) Robert Emerson Moore
)
10440 Gilmore Crescent )
Richmond, B.C.__________ )
Address )

DATED at Vancouver, British Columbia, on March 13, 1997.

Paul C. Bourque
Executive Director