Proceedings

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IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5 AS AMENDED

- AND -

IN THE MATTER OF DANIEL STERNBERG, PARKWOOD GP INC.
AND PHILCO CONSULTING INC.

- AND -

IN THE MATTER OF A SETTLEMENT AGREEMENT BETWEEN STAFF OF THE
COMMISSION AND DANIEL STERNBERG, PARKWOOD GP INC.
AND PHILCO CONSULTING INC.

ORDER
(Section 127)



    WHEREAS on April 24, 2012, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) in connection with the allegations set out in the Statement of Allegations of Staff of the Commission (“Staff”) dated April 24, 2012;

    AND WHEREAS Daniel Sternberg (“Sternberg”), Parkwood GP Inc. (“Parkwood GP”) and Philco Consulting Inc. (“Philco”) (collectively, the “Respondents”) entered into a Settlement Agreement with Staff dated April 24, 2012 (the “Settlement Agreement”) in which the Respondents agreed to a proposed settlement of the proceeding commenced by the Notice of Hearing dated April 24, 2012, subject to the approval of the Commission;

    AND WHEREAS on April 24, 2012, the Commission issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Act to announce that it proposed to hold a hearing to consider whether it is in the public interest to approve a settlement agreement entered into between Staff and the Respondents;

    AND UPON reviewing the Settlement Agreement, the Notice of Hearing, and the Statement of Allegations of Staff, and upon hearing submissions from Staff and the Respondents;

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

    IT IS HEREBY ORDERED THAT:

  1. the Settlement Agreement is approved;
  2. pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by Sternberg shall cease for a period of one year from the date of this Order, subject to the exception that Sternberg is permitted to trade through an account with a registered dealer of which Sternberg, his spouse or a company wholly-owned by him is the sole legal and beneficial owner and for the account of his or his spouse’s registered retirement savings plan as defined in the Income Tax Act, R.S.C., 1985, c. 1, as amended;
  3. pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by Philco shall cease for a period of one year from the date of this Order, subject to the exception that Philco is permitted to trade through an account with a registered dealer of which Philco is the sole legal and beneficial owner;
  4. pursuant to clause 2 of subsection 127(1) of the Act, trading in any securities by Parkwood GP shall cease for a period of one year from the date of this Order;
  5. pursuant to clause 2.1 of subsection 127(1) of the Act, the acquisition of any securities by Sternberg is prohibited for a period of one year from the date of this Order, subject to the exception that Sternberg is permitted to acquire securities through an account with a registered dealer of which Sternberg, his spouse or a company wholly-owned by him is the sole legal and beneficial owner and for the account of his or his spouse’s registered retirement savings plan as defined in the Income Tax Act, R.S.C., 1985, c. 1, as amended;
  6. pursuant to clause 2.1 of subsection 127(1) of the Act, the acquisition of any securities by Philco is prohibited for a period of one year from the date of this Order, subject to the exception that Philco is permitted to acquire securities through an account with a registered dealer of which Philco is the sole legal and beneficial owner;
  7. pursuant to clause 2.1 of subsection 127(1) of the Act, the acquisition of any securities by Parkwood GP is prohibited for a period of one year from the date of this Order;
  8. pursuant to clause 3 of subsection 127(1) of the Act, the exemptions contained in Ontario securities law do not apply to Sternberg for a period of one year from the date of this Order, subject to the exception that Sternberg is permitted to trade through an account with a registered dealer of which Sternberg, his spouse or a company wholly-owned by him is the sole legal and beneficial owner and for the account of his or his spouse’s registered retirement savings plan as defined in the Income Tax Act, R.S.C., 1985, c. 1, as amended;
  9. pursuant to clause 3 of subsection 127(1) of the Act, the exemptions contained in Ontario securities law do not apply to Philco for a period of one year from the date of this Order, subject to the exception that Philco is permitted to trade through an account with a registered dealer of which Philco is the sole legal and beneficial owner;
  10. pursuant to clause 3 of subsection 127(1) of the Act, the exemptions contained in Ontario securities law do not apply to Parkwood GP for a period of one year from the date of this Order;
  11. pursuant to clause 6 of subsection 127(1) of the Act, each of the Respondents is reprimanded;
  12. pursuant to clause 8.2 of subsection 127(1) of the Act, Sternberg is prohibited for a period of one year from the date of this Order from becoming or acting as a director or officer of any registrant;
  13. pursuant to clause 8.5 of subsection 127(1) of the Act, each of the Respondents is prohibited for a period of one year from the date of this Order from becoming or acting as a registrant; and
  14. pursuant to clause 9 of subsection 127(1) of the Act, the Respondents shall, jointly and severally, pay the Commission an administrative penalty in the amount of $100,000 to be allocated pursuant to subsection 3.4(2)(b) of the Act to or for the benefit of third parties.

    DATED AT TORONTO this 26th day of April, 2012.

 

" James E. A. Turner "
James E. A. Turner