IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED (the “Act”)
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IN THE MATTER OF
CERTAIN DIRECTORS, OFFICERS AND INSIDERS OF
BENNETT ENVIRONMENTAL INC.
(BEING THE PERSONS AND COMPANIES LISTED IN SCHEDULE “A” HERETO)
STATEMENT OF ALLEGATIONS OF STAFF
OF THE ONTARIO SECURITIES COMMISSION
Staff of the Ontario Securities Commission make the following allegations:
1. Bennett Environmental Inc. (“BEI”) is incorporated under the Canada Business Corporations Act and is a reporting issuer in the Province of Ontario.
2. Each of the persons and companies listed in Schedule “A” (individually, a “Respondent” and collectively, the “Respondents”) is, or was, at some time since the end of the period covered by the last financial statements filed by BEI, namely September 30, 2005, a director, officer or other insider of BEI and during that time had, or may have had, in the ordinary course access to material information with respect to BEI that has not been generally disclosed.
3. On March 6, 2006, BEI issued and subsequently filed on SEDAR a press release disclosing that BEI will restate its annual consolidated financial statements for 2003 and 2004 and related interim financial statements from those periods. The press release indicated that the restatement is due to a misallocation of revenue between 2003 and 2004 because of a misapplication of the percentage-of-completion method as it related to BEI’s Saglek contract. The press release further indicated that the previously filed financial statements of BEI for the years ended December 31, 2003 and December 31, 2004 should not be relied upon.
4 . BEI is in default of the requirements of Ontario securities law for the reason that the previously filed financial statements of BEI for such periods do not meet the form and content requirements of Ontario securities law. As of the date hereof, BEI has not filed financial statements for such periods that meet the form and content requirements of Ontario securities law.
5. BEI is also in default of the requirements of Ontario securities laws for the reason that BEI failed to file its annual financial statements for the year ended December 31, 2005 as required to be filed on or before March 31, 2006. As of the date hereof, BEI has not filed its annual financial statements for the year ended December 31, 2005.
6. It would be prejudicial to the public interest to allow the Respondents to trade in the securities of BEI until such time as all disclosure required by Ontario securities law has been made by BEI.
7. It is therefore in the public interest that an order be issued that all trading in and all acquisitions of securities of BEI, whether direct or indirect, by the Respondents shall cease until two full business days following the receipt by the Commission of all filings BEI is required to make pursuant to Ontario securities law .
April 10, 2006
Allan G. Bulckaert
Michael B. McSweeney
James J. Blanchard
Pierre B. Meunier