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Versent Corporation - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - It is not prejudicial to the public interest forissuer to not be a reporting issuer - issuer deemed to have ceased being a reporting issuer.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as am. s. 83.
IN THE MATTER OF THE SECURITIES LEGISLATION OF
ONTARIO AND ALBERTA
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
VERSENT CORPORATION
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the Provincesof Ontario and Alberta (the "Jurisdictions") has received an application from Versent Corporation ("Amalco") for adecision under the securities legislation of each of the Jurisdictions (the "Legislation") that Amalco be deemed to haveceased to be a reporting issuer under the Legislation;
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulator for this application;
AND WHEREAS Amalco has represented to the Decision Maker that:
1. Amalco was formed by articles of amalgamation on October 12, 2000 under the laws of Province of Ontarioand is a reporting issuer in each of the Jurisdictions. Other than a failure to file the financial statements for thequarter ended September 30, 2000 on November 29, 2000 Amalco is not in default of any of the requirementsof the Legislation.
2. Amalco's head office is located in Toronto, Ontario.
3. On October 12, 2000, Buckingham Technology Acquisition Group Inc. ("Buckingham") amalgamated withpredecessor Versent Corporation ("Versent") (the "Amalgamation") and all of the issued and outstandingcommon shares (the "Versent Common Shares") of Versent (other than those held by Buckingham anddissenting shareholders) were converted into Class A redeemable preferred shares of Amalco (the "Class APreferred Shares"). As a consequence of the Amalgamation, all issued and outstanding Class A PreferredShares shall be redeemed for $1.75 per share (the "Redemption Consideration") on presentation and surrender,by the holders of such shares, of the certificates representing the Versent Common Shares which wereconverted into Class A Preferred Shares upon the Amalgamation.
4. As of October 17, 2000, Amalco had taken all necessary steps to redeem (the "Redemption") all of the issuedand outstanding Class A Preferred Shares. As a result, holders of Class A Preferred Shares which have notyet taken the necessary steps to have their Class A Preferred Shares redeemed for the RedemptionConsideration are not entitled to exercise any rights as a shareholder of Amalco and are only entitled to receivethe Redemption Consideration. As of the date hereof, there are 184,416 Class A Preferred Shares issued andoutstanding.
5. Pursuant to the Amalgamation, all the issued and outstanding common shares of Buckingham, which weredirectly or indirectly, beneficially owned by Mr. Jerry Zucker, were converted into common shares of Amalco("Amalco Common Shares"). As a result, all of the Amalco Common Shares are now directly or indirectly,beneficially owned by Mr. Jerry Zucker. As of the date hereof, there are 891,291 Amalco Common Sharesissues and outstanding.
6. The Amalco Common Shares were delisted from trading on the Toronto Stock Exchange as of the close ofbusiness on October 17, 2000 such that none of Amalco's securities are listed or quoted on any exchange ormarket.
7. Following the completion of the Redemption, Amalco will not have any securities, including debt securities,outstanding other than the Amalco Common Shares. Until the completion of the Redemption, Class APreferred Shares will be outstanding. However, holders of the Class A Preferred Shares have no rights as ashareholder of Amalco and are only entitled to receive the Redemption Consideration.
8. Amalco does not intend to seek public financing by way of an issue of securities at this time.
AND WHEREAS pursuant to the System, this MRRS Decision Document evidences the decision of eachDecision Maker (collectively, the "Decision");
AND WHEREAS each Decision Maker is of the opinion the test contained in the Legislation that provides theDecision Maker with the jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers under the Legislation is that Amalco is deemed to have ceased to bea reporting issuer or the equivalent thereof under the Legislation.
January 2nd, 2001.
John Hughes
Manager, Continuous Disclosure