Section 144 -- Variation of cease trade order to permit the exercise of certain options prior to their expiry -- Reporting issuer cease traded due to failure to file with the Commission audited annual and interim financial statements in the form and with the content required by Ontario securities law -- Issuer has not remedied filing deficiencies -- Significant loss to option holder if variation not granted -- Applicant not aware of any material information concerning the affairs of the issuer that has not been generally disclosed -- Applicant has ceased to be an officer or director of the issuer -- Securities to be acquired upon exercise of options will be subject to the cease trade order.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
IN THE MATTER OF
CV TECHNOLOGIES INC.
WHEREAS on May 7, 2007, a Director of the Ontario Securities Commission (the "Commission") made an Order under paragraphs 2 and 2.1 of subsection 127(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") (the "CTO"), that all trading in and all acquisitions of securities of CV Technologies Inc. ("CVT"), whether direct or indirect, shall cease until further order by the Director;
AND WHEREAS Norman Oliver (the "Applicant") made an application pursuant to section 144 of the Act (the "Application") to vary the CTO in order to permit the Applicant to exercise certain stock options on or prior to their expiry on June 22, 2007;
AND UPON the Applicant having represented to the Commission that:
1. CVT is a corporation that was incorporated under the Business Corporations Act (Alberta). It is a reporting issuer in the Province of Ontario and listed on the Toronto Stock Exchange.
2. The authorized capital of CVT consists of an unlimited number of Class A voting common shares and an unlimited number of Class P preference shares.
3. CVT has failed to file its audited annual financial statements for the year ended September 30, 2006 and interim financial statements for the three-month period ended December 31, 2006 in the form and with the content required by Ontario securities laws (the "Deficiencies").
4. As of the date of this Application, CVT has not rectified the filing Deficiencies. As a consequence, the CTO remains in effect.
5. The Applicant served as the Senior Vice-President at CVT until his resignation on March 26, 2007. During his employment, the Applicant was granted 350,000 stock options as part of his executive compensation package (the "Options"). The Options, which were valued at $700,000 at the time of his departure, can be exercised in order to acquire an equal number of common shares of CVT at a price of $0.15 per common share. Pursuant to the corporation's Stock Option Plan, the Options expire on June 22, 2007 (the "Expiry Date"). A copy of the CVT Stock Option Plan has been filed with the Application.
6. Pursuant to the terms of the CTO, the Applicant is not permitted to acquire securities of CVT until further order by the Director.
7. Any exercise by the Applicant of the Options would constitute an acquisition of securities of CVT and would be prohibited by the current terms of the CTO.
8. The Applicant has requested that CVT extend the expiration date of the Options until such time as the CTO is revoked. CVT has refused to extend the expiration date of the Options.
9. If the Applicant is not permitted to exercise the Options, he will lose a significant part of his executive compensation package.
10. If the Applicant is permitted to exercise the Options, the common shares that will be acquired upon such exercise will be subject to the CTO and the Applicant will be prohibited from disposing of any such common shares until the CTO expires or is revoked.
11. The Applicant is not aware of any material information concerning the affairs of CVT that has not been generally disclosed.
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND WHEREAS the Commission is of the opinion that it would not be prejudicial to the public interest to make this Order;
IT IS ORDERED, pursuant to section 144 of the Act, that the CTO be and is hereby varied solely to permit the Applicant to exercise the Options on or prior to their expiry on June 22, 2007.
June 22, 2007