Securities Law & Instruments

IN THE MATER OF

THE SECURITIES ACT,

R.S.O.1990, C.S.5, AS AMENDED

AND

IN THE MATTER OF

LIVENT INC.,

GARTH H. DRABINSKY, MYRONI. GOTTLIEB,

GORDON ECKSTEIN AND ROBERTTOPOL

 

ORDER

WHEREAS on July 3, 2001 the Ontario SecuritiesCommission (the "Commission") issued a Notice of Hearingpursuant to section 127 of the Securities Act, R.S.O.1990 c.S.5, as amended in respect of Livent Inc. ("Livent"),Garth H. Drabinsky ("Drabinsky"), Myron I. Gottlieb("Gottlieb"), Gordon Eckstein ("Eckstein")and Robert Topol ("Topol");

AND WHEREAS Drabinsky, Gottlieb, Ecksteinand Topol (the "Individual Respondents") have eachbeen charged with several counts of fraud in excess of $5,000contrary to the Criminal Code of Canada (the "CriminalCode") pursuant to an information identified by policefile no. 1998-2469 (referred to herein as the "Proceedingunder the Criminal Code"), which alleged offences relateto their conduct as officers of Livent;

AND WHEREAS the Individual Respondentshave agreed to certain bail conditions in relation to the Proceedingunder the Criminal Code, including agreement by them to refrainfrom: acting as an officer or director of a "reportingissuer" as that term is defined in the Securities Act (Ontario)(except that in the case of Eckstein, he refrain from actingas a Chief Executive Officer, Chief Operating Officer, ChiefFinancial Officer or a director of a "reporting issuer"as that term is defined in the Securities Act (Ontario)); applyingto become a "registrant" or from being an employeeof a "registrant" as that term is defined in the SecuritiesAct (Ontario); becoming a director of any company; and engagingdirectly or indirectly, in the solicitation of investment fundsfrom the general public, with the exception of an "accreditedinvestor" as that term is defined in Ontario SecuritiesCommission Rule 45-501(1.1);

AND WHEREAS Staff of the Commission andthe Individual Respondents, Drabinsky, Gottlieb and Ecksteinrequest, in the particular circumstances, to an adjournmentof this proceeding until the conclusion of the trial of theProceeding under the Criminal Code, and have filed consentsherein;

AND WHEREAS counsel for Livent Inc. consentsto this request for an adjournment;

AND WHEREAS the Individual Respondent,Topol, opposes the request for an adjournment of the proceedinguntil the conclusion of the trial of the Proceeding under theCriminal Code;

AND WHEREAS the Respondents Drabinskyand Gottlieb have each previously given an undertaking to theDirector of Enforcement of the Commission (the "Director"),that pending the conclusion of the proceedings commenced bythe Notice of Hearing dated July 3, 2001, they will not applyto become a registrant or an employee of a registrant, or anofficer or director of a reporting issuer without the expresswritten consent of the Director or an Order of the Commissionreleasing them from the undertaking, as described in the Orderof the Commission made on February 22, 2002;

AND WHEREAS the Respondents Ecksteinand Topol have each previously given an undertaking to the Directorof Enforcement of the Commission, that pending the conclusionof the proceedings commenced by the Notice of Hearing datedJuly 3, 2001, they will not apply to become a registrant oran employee of a registrant, or a Chief Executive Officer, ChiefFinancial Officer or Chief Operating Officer or director ofa reporting issuer without the express written consent of theDirector or an Order of the Commission releasing them from theundertaking, as described in the Order of the Commission madeon February 22, 2002;

AND WHEREAS counsel for Staff, counselfor the individual respondents, Drabinsky, Gottlieb and Eckstein,and the respondent Topol, made submissions to the Commissionat a hearing held on November 1, 2002 in relation to the requestfor an adjournment of the proceeding until the conclusion ofthe trial of the Proceeding under the Criminal Code;

AND WHEREAS the Commission considersit to be in the public interest to make this Order;

IT IS ORDERED THAT pursuant to section21 of the Statutory Powers Procedure Act, R.S.O. 1990,c.S.22, as amended, the hearing before the Commission is adjournedsine die, pending the conclusion of the trial of theProceeding under the Criminal Code, such hearing to be returnableon no less than seven days' notice, or until such further Orderas may be made by the Commission.

November 15, 2002.

"Howard Wetston"