Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 83.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

SECURE COMPUTING CORPORATION

 

ORDER

(Section 83 of the Act)

UPON the application of Secure Computing Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission" for an order pursuant to section 83 of the Act that the Applicant be deemed to have ceased to be a reporting issuer under Ontario securities legislation (the "Legislation");

AND UPON considering the application and the recommendation of staff for the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a Delaware corporation having its principal offices in San Jose, California.

2. The Applicant is a U.S. issuer, listed on the Nasdaq Stock Market ("Nasdaq") under the stock symbol "SCUR".

3. The Applicant acquired Border Technologies Inc. ("Border"), by way of an Acquisition Agreement, dated August 29, 1996 (the "Acquisition").

4. Border was a private company under the Ontario Business Corporations Act.

5. In connection with the Acquisition, a new class of exchangeable shares (the "Exchangeable Shares") of Secure Computing Canada, Ltd. ("ExchangeCo"), a wholly-owned subsidiary of the Applicant, were created, exchangeable into common stock of the Applicant. The Exchangeable Shares, at that time listed on the Winnipeg Stock Exchange under the symbol "SCU.E", were issued to each of the shareholders of Border.

6. The Applicant is a reporting issuer in Ontario as a result of the exchange of Exchangeable Shares for Common Shares subsequent to the Acquisition.

7. The last Exchangeable Shares of ExchangeCo were exchanged on June 30, 2000.

8. As of the date hereof, there are 15 beneficial shareholders resident in Ontario, holding a total of 8,319 shares of the Applicants' common stock (the "Common Shares") representing approximately 0.02% of the 35,593,592 outstanding Common Shares as of May 28, 2004.

9. The Applicant's securities, including debt securities, are beneficially owned, directly or indirectly, by less than 51 security holders in Canada.

10. No securities of the Applicant are traded on a Canadian marketplace as defined in National Instrument 21-101.

11. The Applicant no longer has an operating office in Canada, no longer owns any operating assets in Canada, has no bank accounts or investment assets in Canada and has no Canadian-resident employees.

12. The Applicant will not be a reporting issuer, or the equivalent thereof, in any jurisdiction in Canada following the granting of the relief pursuant to this Decision.

13. The Applicant is not in default of any of its obligations under the Legislation as a reporting issuer.

14. The Applicant does not intend to seek financing by way of a public offering in any jurisdiction in Canada.

15. The Applicant is subject to the continuous disclosure requirements of the Securities Exchange Act of 1934, as amended, of the United States of America (the "U.S.").

16. The Applicant's shareholders resident in Canada will receive the same continuous disclosure materials as Secure Computing Corporation shareholders resident in the U.S.

17. The continuous disclosure documentation of the Applicant filed with the U.S. Securities and Exchange Commission (the "SEC") is readily accessible to holders of Common Shares resident in Ontario at the EDGAR website maintained by the SEC.

AND UPON the Commission being satisfied that to grant this order would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 83 of the Act that the Applicant is deemed to have ceased to be a reporting issuer for the purposes of the Legislation.

October 1, 2004.

"Suresh Thrakar"
"Lorne Morphy"