Proceedings

 

 

 

IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5
AND
IN THE MATTER OF
GARY GEORGE
STATEMENT OF ALLEGATIONS OF STAFF OF
THE ONTARIO SECURITIES COMMISSION

Staff of the Ontario Securities Commission (the "Commission") make the followingallegations:

The Respondent

1. The respondent Gary George is an individual resident in British Columbia. At allmaterial times, George was a resident of Ontario and was registered under theSecurities Act, R.S.O. 1990, c. S.5 (the "Act") as a director, trading officer andinterim branch manager of Marleau, Lemire Securities Inc. ("Marleau").

Communication of Non-Public Information

1. On May 29, 1995, George attended a meeting of members of Marleau's institutionalsales group. In the course of that meeting, one participant disclosed informationhe had received from the chief executive officer of Solid State Geophysical Inc.("Solid State").

2. The information revealed in the meeting disclosed that Solid State expected that itwould be reporting a significant reduction in earnings for the nine months endingMay 31, 1995.

3. Following the meeting, representatives of Marleau contacted the Toronto StockExchange (the "TSE"), on which shares of Solid State were listed. Marleau advisedthe TSE that it appeared that material information with respect to Solid State, whichhad not previously been generally disclosed, had been disclosed in the Marleaumeeting. As a result of this disclosure, trading in shares of Solid State was haltedlater that morning.

4. At 3:39pm on May 29, 1995, Solid State announced that it expected that it wouldbe reporting earnings of approximately 35 to 40 cents per share for the nine monthsending May 31, 1995, compared to earnings of 65 cents per share for the sixmonths ended February 28, 1995. Trading in shares of Solid State resumed thefollowing morning.

George's Trading

5. At 9:40am on May 29, 1995, prior to the Solid State trading halt, George sold short2300 shares of Solid State, at a price of $7.75 per share.

6. On May 30, 1995, George purchased 2300 shares of Solid State at $7.00 per shareto cover the previous day's short sale.

Conduct Contrary to the Act

7. At the time of the short sale, George was a person in a special relationship (as thatterm is defined in the Act) with Solid State. George had knowledge of a materialfact with respect to Solid State that had not been generally disclosed.

8. George's trade in shares of Solid State on May 29, 1995 therefore constituted acontravention of subsection 76(1) of the Act.

Other

9. Such additional allegations as counsel may advise and as the Commission maypermit.