Order: In the Matter of Argus Corporation Limited et al. - Certain Directors, Officers and Insiders

Headnote

Variation of cease trade order previously issued against certain directors, officers and other insiders of a reporting issuer in default of filings required under Ontario securities law -- previous management and insider cease trade order (the MCTO) issued in response to earlier application by the issuer to the Commission under OSC Policy 57-603 Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements (the MCTO Policy) requesting that an MCTO be issued as an alternative to an issuer cease trade order -- issuer remains in default but has filed default status reports on a biweekly basis in accordance with Part 3 of the MCTO Policy -- in accordance with the issuer's prior undertaking, the issuer has advised the Commission of recent changes to the issuer's directors, officers and other insiders -- MCTO varied pursuant to section 144 to reflect additional respondents.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 6(3), 127 and 144.

Policies Citied

OSC Policy 57-603 Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, C. S.5, AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

CERTAIN DIRECTORS, OFFICERS AND INSIDERS OF

ARGUS CORPORATION LIMITED

(BEING THE PERSONS AND COMPANIES LISTED

IN SCHEDULE "A" HERETO)

 

ORDER

(Paragraph 127(1)(2) and Section 144)

WHEREAS on June 3, 2004, the Ontario Securities Commission (the "Commission") made an order (the "Argus MCTO") under paragraph 2 of subsection 127(1) of the Act that all trading, whether direct or indirect, by the persons and companies listed in Schedule "A" (individually, a "Respondent" and collectively, the "Respondents") in the securities of Argus Corporation Limited ("Argus") shall cease, subject to certain exceptions as provided for in the Argus MCTO, until two full business days following the receipt by the Commission of all filings Argus is required to make pursuant to Ontario securities law;

AND WHEREAS Argus has, at the request of the staff of the Commission ("Staff"), made an application (the "Application") to vary the Argus MCTO to reflect certain changes to the class of persons and companies who are officers, directors or insiders of Argus since the date of the Argus MCTO;

AND UPON considering the Application and the recommendation of Staff;

AND UPON Argus having represented to the Commission that:

1. Argus is incorporated under the Canada Business Corporations Act and is a reporting issuer in the Province of Ontario.

2. Argus has failed to file its interim statements (and interim Management's Discussion & Analysis related thereto) for the three-month period ended March 31, 2004 as required to be filed under Ontario securities law on or before May 15, 2004.

3. Argus has further failed to file its interim statements (and interim Management's Discussion & Analysis related thereto) for the six-month period ended June 30, 2004 and the nine-month period ended September 30, 2004 by the respective due dates of August 14, 2004 and November 15, 2004.

4. As of the date of this Order, Argus has not rectified the filing deficiencies described in paragraphs 2 and 3 of this Order.

5. On May 14, 2004, Argus made an application to the Commission under OSC Policy 57-603 Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements (the "MCTO Policy") requesting that a Management and Insider Cease Trade Order (as that term is defined in the MCTO Policy) be issued as an alternative to an Issuer Cease Trade Order (as that term is defined in the MCTO Policy).

6. In connection with this application, and in accordance with section 3.1 of the MCTO Policy, Argus provided the Commission with

a) an affidavit listing the names and positions/titles (if any) of each person or company that, in the opinion of Argus, comes within the definition of "Defaulting Management and Other Insiders" (as that term is defined in the MCTO Policy); and

b) an undertaking (the "Undertaking") to provide to the Commission, during the period of default, particulars of any changes to this information that is known to Argus.

7. On May 25, 2004, the Director made a temporary order (the "Temporary Order") under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act that the Respondents cease trading in any securities of Argus, subject to certain exceptions as provided for in the Temporary Order, for a period of 15 days from the date of the Temporary Order;

8. On June 3, 2004, following a hearing on the matter, the Commission made the Argus MCTO that provided that all trading, whether direct or indirect, by the Respondents in the securities of Argus shall cease, subject to certain exceptions as provided for in the Argus MCTO, until two full business days following the receipt by the Commission of all filings Argus is required to make pursuant to Ontario securities law;

9. Since the date of the Argus MCTO, Argus has filed Default Status Reports on a biweekly basis in accordance with Part 3 of the MCTO Policy.

10. Since the date of the Argus MCTO, there have been certain changes to the class of persons and companies that, in the opinion of Argus, come within the definition of "Defaulting Management and Other Insiders". In accordance with the Undertaking, Argus has advised the Commission of these changes, and now requests that the Argus MCTO be varied to reflect such changes.

11. Argus believes that, since the date of the Argus MCTO, the following persons and companies have come within the definition of "Defaulting Management and Other Insiders" and accordingly should be named as additional respondents (collectively, the "Additional Respondents") in the Argus MCTO:

Donald M.J. Vale

James A. Richardson

Jonathan H. Marler

Robert Emmett Tyrrell

Robert J. Metcalfe

Allan Wakefield

12. Each of the Additional Respondents is, or was, at some time since the end of the period covered by the last financial statements filed by Argus, namely since December 31, 2003, a director, officer or insider of Argus and during that time had, or may have had, access to material information with respect to Argus that has not been generally disclosed.

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this Order;

IT IS ORDERED under paragraph 2 of subsection 127(1) of the Act and under section 144 of the Act that the list of Respondents appended to the Argus MCTO as Schedule "A" is varied to include the Additional Respondents, as that term is defined in this Order.

March 8, 2005.

"David L. Knight"

"Lorne Morphy"

 

Schedule "A"