Mutual Reliance Review System for Exemptive Relief Applications -- Issuer filed and obtained a receipt for a final prospectus relating to a proposed initial public offering of -- IPO did not close -- no securities were distributed under the prospectus -- as a consequence of obtaining a receipt for the prospectus, issuer became a reporting issuer -- issuer seeking an order that it be deemed to have ceased to be a reporting issuer -- issuer has obtained approval from securityholders holding 86.3% of issuer's issued and outstanding voting securities to make application - issuer deemed to have ceased to be a reporting issuer.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 83
Citation: VX Technologies Inc., 2005 ABASC 705
August 18, 2005
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF BRITISH COLUMBIA, ALBERTA
AND ONTARIO (THE JURISDICTIONS)
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
VX TECHNOLOGIES INC. (THE FILER)
MRRS DECISION DOCUMENT
1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is deemed to have ceased to be a reporting issuer (the Requested Relief).
2. Under the Mutual Reliance Review System for Exemptive Relief Applications (the MRRS):
2.1 the Alberta Securities Commission is the principal regulator for this application, and
2.2 this MRRS decision document evidences the decision of each Decision Maker.
3. Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
4. This decision is based on the following facts represented by the Filer:
4.1 The Filer was formed on January 1, 2004 through the amalgamation of VX Technologies Inc., VX Optronics Corp. and 1074889 Alberta Ltd., pursuant to the Business Corporations Act (Alberta).
4.2 The Filer's head office is located in Calgary, Alberta.
4.3 The Filer has been a reporting issuer in the Jurisdictions since April 26, 2005, the date on which the Filer received receipts from each of the Decision Makers for a final prospectus (the Prospectus) in connection with an initial public offering (the IPO) of the Filer's securities.
4.4 The Filer did not close the IPO and no securities have been, or will be, issued under the Prospectus.
4.5 The issued and outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by 59 security holders (the Security Holders) of which 33 have addresses in Alberta, 6 have addresses in British Columbia and 9 have addresses in Ontario.
4.6 No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
4.7 The Filer is applying for the Requested Relief in all of the jurisdictions of Canada in which it is currently a reporting issuer.
4.8 The Filer is not in default of any of its obligations as a reporting issuer under the Legislation.
4.9 Security Holders representing 86.3% of the Filer's issued and outstanding voting securities have consented to the Filer making application to each of the Decision Makers for the Requested Relief and have acknowledged that they are aware that as a consequence of each of the Decision Makers granting the Requested Relief the Filer will not be required to provide the Security Holders with continuous disclosure documents as prescribed under the Legislation.
5. Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.
6. The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.