Proceedings

 

IN THE MATTER OF
THE SECURITIES ACT R.S.O. 1990,
CHAPTER S.5, as amended,
(the "Act")
AND
IN THE MATTER OF
LIVENT INC.
REVOCATION OF THE CEASE TRADE ORDER

WHEREAS IT APPEARS to the Ontario Securities Commission ( the "Commission")that :

1. Livent Inc. ("Livent" or the "Company") is a reporting issuer in Ontario and is subjectto the continuous disclosure requirements, among other requirements, of the Act.

2. The common shares of Livent are listed for trading on The Toronto Stock Exchange("TSE") and quoted on the Nasdaq National Market ("Nasdaq").

3. On August 10, 1998 Livent issued a press release disclosing that an internalinvestigation had revealed serious irregularities in the Company's financial records.The problems were uncovered by members of the Company's new seniormanagement team in preparing the Company's June 30, 1998 interim report. TheCompany disclosed that the irregularities involved improper recognition of revenueand the failure to record, or the improper deferral and capitalization of expenses.The Company disclosed that it was too early to determine the precise amount oreffect of the irregularities but that they appeared to involve millions of dollars. TheCompany also disclosed that it seemed virtually certain that the Company'sfinancial results for 1996, 1997 and the first quarter of 1998 would need to berestated as a result of the irregularities.

4. At the request of the Company, trading in the shares of the Company was haltedon August 10, 1998 on the TSE and Nasdaq pending issue of the Company's pressrelease on August 10, 1998. The TSE and Nasdaq continued the halt in tradingpending the public release of further information by the Company.

5. On August 13, 1998, Livent filed a Section 80(b)(iii) application with theCommission requesting an extension of time for the filing of its June 30, 1998interim financial statements, required to be filed by August 31, 1998.

6. On August 19, 1998 Livent issued a further press release outlining the status of itsinternal investigation and its ongoing business operations. The press release statedthe following: that the restatements would be material in the aggregate for 1996,1997 and the first quarter of 1998; that earlier years might also be affected; thatcertain restatements would likely reduce significantly shareholders' equity; that theinvestigation was ongoing; and, that the Company was targeting late October forissuance of restated financial statements and financial results for the secondquarter of 1998.

7. On August 28, 1998 the Commission denied the Company's application to extendthe time to file its interim financial statements for the period ended June 30, 1998.

8. On August 28, 1998 the Commission ordered pursuant to section 127(5) of the Actthat trading in any securities of Livent cease immediately for a period of fifteendays, unless extended by order of the Commission, on the grounds that there wasnot sufficient information in the marketplace on which investors could makeinformed decisions as to the purchase or sale of the securities of the Company.

9. On September 11, 1998, with the consent of Livent, the Commission extended thecease trade order until Livent filed financial and other information satisfactory to theCommission.

10. On November 18, 1998 at approximately 5:42 p.m., Livent issued a press releasedisclosing its restated financial results for 1996, 1997 and the first quarter endedMarch 31, 1998. The restated results reduce previously reported net income forthese periods in an aggregate amount of $85.1 million. Livent also disclosed itsfinancial results for the second quarter ended June 30, 1998, reporting a net lossof $45.8 million, including a writedown of assets and other charges of $26.1 million.In addition, Livent disclosed that it had filed a voluntary petition under Chapter 11of the U.S. Bankruptcy Code and was considering appropriate protective action inCanada; that its Board of Directors had voted to terminate Garth Drabinsky, ViceChairman and Chief Creative Director and Myron Gottlieb, Executive VicePresident, Canadian Administration, effective immediately; and that its Board ofDirectors authorized the filing in Ontario Court (General Division) of a $225 millioncivil damage action against Messrs. Drabinsky and Gottlieb and a companycontrolled by Mr. Gottlieb alleging, inter alia, fraud, conversion and unjustenrichment.

11. On November 19, 1998 Livent filed a material change report which incorporated theNovember 18, 1998 press release as well as: its audited restated financialstatements for 1996 and 1997; its restated interim financial statements for the firstquarter of 1998; its interim financial statements for the second quarter of 1998; andits restated 1997 and 1996 Management's Discussion and Analysis.

12. The 1996 and 1997 audited restated financial statements contain a going concernnote which discloses that although the financial statements have been prepared onthe going concern basis, there is significant uncertainty concerning Livent's abilityto continue as a going concern.

AND WHEREAS the Commission is of the opinion that the financial and otherinformation disclosed by Livent on November 18 and 19, 1998, subject to allowing for anadequate period for the dissemination and assimilation of that information, providessufficient information in the marketplace on which investors can make informed decisionsas to the purchase or sale of the securities of Livent.

AND WHEREAS Livent consents to an order being made by the Commissionpursuant to section 144(1) of the Act revoking the extended cease trade order issued bythe Commission on September 11, 1998.

AND WHEREAS the Commission is of the opinion that it would not be prejudicialto the public interest to revoke the order issued on September 11, 1998.

IT IS HEREBY ORDERED pursuant to section 144(1) of the Act that the order of theCommission made on September 11, 1998, extending the order of the Commission issuedon August 28, 1998 that trading in any securities of Livent cease, be revoked.

IT IS FURTHER ORDERED that in order to allow an adequate period for thedissemination and assimilation of the information released by Livent on November 18 and19, 1998, this revocation order will not take effect until 12:00 noon EST on November 20,1998.

November 19th, 1998.

"J. A. Geller"