Securities Law & Instruments

Headnote

Permanent issuer cease-trade order revoked where the issuer has remedied its default in respect of disclosure requirements under the Act.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127(1)2, 144.

July 8, 2005

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

VERITAS DGC INC.

AND

VERITAS ENERGY SERVICES INC.

 

ORDER

(Section 144)

WHEREAS the Ontario Securities Commission (the "Commission") has received an application from Veritas DGC Inc. ("DGC") for a decision under the Act to revoke two outstanding cease trade orders concerning DGC and its wholly-owned subsidiary, Veritas Energy Services Inc. ("VES") (the "Requested Relief");

AND WHEREAS, unless otherwise defined, the terms herein have the meaning set out in National Instrument 14-101 Definitions;

AND WHEREAS DGC has represented to the Commission that:

1. DGC is a corporation incorporated under the laws of Delaware on June 21, 1991;

2. DGC is a reporting issuer in Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia and Newfoundland whose head office is located at 10300 Town Park Drive, Houston, TX, 77072-5236;

3. The authorized capital of DGC consists of 79,500,000 shares, of which 78,500,000 are shares of common stock, U.S. $.01 par value and 1,000,000 are shares of preferred stock. As of May 31, 2005, there were approximately 33,694,446 common shares issued and outstanding. No shares of preferred stock are currently issued and outstanding;

4. The common shares of DGC are listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbol VTS but are currently subject to a Cease Trade Order in the Province of Ontario for failure to file annual audited financial statements for the year ended July 31, 2004 and interim financial statements for the period ended October 31, 2004 (the "DGC Cease Trade Order");

5. VES is a corporation incorporated under the Business Corporations Act (Alberta) (the "ABCA") on May 11, 1993. 100% of the voting securities of VES are owned by DGC;

6. VES is a reporting issuer in Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia and Newfoundland, whose head office is located at 10300 Town Park Drive, Houston, TX, 77072-5236 and whose head office in Canada is located at 2200, 715 -- 5th Avenue SW, Calgary, AB T2P 5A2;

7. The authorized capital of VES consists of an unlimited number of Common Shares, an unlimited number of Exchangeable Shares, an unlimited number of Class A Exchangeable Shares and 25,000,000 Class A Exchangeable Shares Series 1, of which there were, as of May 31, 2005, 92,347 Exchangeable Shares issued and outstanding and 63,023 Class A Exchangeable Shares Series 1 issued and outstanding;

8. The securities of VES are listed on the Toronto Stock Exchange under the symbol VER and VER.A and are currently subject to a Cease Trade Order in the Province of Ontario for failure to file annual audited financial statements for the year ended July 31, 2004 and interim financial statements for the period ended October 31, 2004 (the "VES Cease Trade Order");

9. In September 2004, DGC discovered certain reconciliation and accounting errors and undertook to restate its financial statements for the relevant period. DGC was unable to file further financial statements during the time required to correct and restate its 2004 financial statements;

10. As of June 17, 2005, DGC has filed its restated financial statements on SEDAR and has also filed quarterly financial information for the three quarters completed during the restatement process. As such, DGC is no longer in default in its obligations to file annual and interim financial statements;

11. There have been no changes in directors, officers, insiders or controlling shareholders of either of the Veritas Entities in the past year.

AND WHEREAS the Permanent Order was made on the basis that the Reporting Issuers were in default of certain filing requirements under Ontario securities law;

AND WHEREAS the Director is satisfied that the Reporting Issuers have remedied their default in respect of the filing requirements and is of the opinion that it is not prejudicial to the public interest to revoke the Permanent Order;

IT IS ORDERED under section 144 of the Act that the Permanent Order be revoked and, effectively immediately, that trading in the securities of the Reporting Issuers be permitted to resume.

"John Hughes"
Corporate Finance
Ontario Securities Commission