Cygnal Technologies Corporation
Headnote
NP 11-203 - Application for an order that the issuer is not a reporting issuer -- Filer has no publicly held securities -- no intention to seek public financing.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).
April 30, 2008
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO, ALBERTA AND QUEBEC
(the "Jurisdictions")
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
CYGNAL TECHNOLOGIES CORPORATION
(the "Filer")
DECISION
Background
The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Maker") has received an application from the Filer for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the Filer be deemed to have ceased to be a reporting issuer in the Jurisdictions (the "Exemptive Relief Sought").
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application),
(a) the Ontario Securities Commission is the principal regulator for the application, and
(b) the decision is the decision of the Principal Regulator and evidences the decision of each other Decision Maker.
Interpretation
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
Representations
The decision is based on the following facts represented by the Filer:
1. The Filer is a corporation governed by the Business Corporations Act (Ontario) (the "OBCA") with its head office located at 70 Valleywood Drive in Markham, Ontario.
2. The Filer obtained creditor approval of a joint plan of arrangement and reorganization (the "Plan") of the Filer and its subsidiaries, Cygnal Technologies Ltd. and Accord Communications Ltd. on March 7, 2008. The Ontario Superior Court of Justice (the "Court") made a final order (the "Order") approving the Plan under the Companies' Creditors Arrangement Act (the "CCAA") on March 17, 2008.
3. The Plan provides, among other things, that upon implementation thereof, all of the common shares of the Filer will, in effect, be cancelled. Each common share will be converted into a 0.000001 redeemable share ("Redeemable Share") of the Filer.
4. The Plan was implemented and effective the first moment in time on April 1, 2008.
5. Upon Plan implementation, all of the outstanding rights, warrants and options of the Filer were cancelled.
6. Upon Plan implementation, each Redeemable Share was redeemed and new common shares of the Filer were issued to CYN Holdings, LLC., an affiliate of Laurus Master Fund Ltd., such that CYN Holdings, LLC is now the sole shareholder of the Filer.
7. As at the close of business on April 1, 2008, the common shares of the Filer were de-listed from the Toronto Stock Exchange.
8. As a result of Plan implementation, the outstanding securities of the Filer, including debt securities are beneficially owned, directly or indirectly, by less than 15 securityholders in each of the jurisdictions in Canada and less than 51 securityholders in total in Canada.
9. The Filer's securities are not listed on any stock exchange or publicly traded on a marketplace (as defined in National Instrument 21-101 - Marketplace Operations).
10. The Filer has no current intention to seek public financing by way of an offering of securities.
11. The Filer applied to voluntarily surrender its status as a reporting issuer in British Columbia under BC Instrument 11-502 on April 1, 2008 and ceased to be a reporting issuer in British Columbia effective April 12, 2008.
12. Upon the grant of the Requested Relief, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.
13. The Filer is not in default of any of its obligations as a reporting issuer under the Legislation except for its obligation to file the following documents (collectively, the "Disclosure Documents"):
(a) The annual financial statements, related management's discussion and analysis and officers' certificates for the year ended December 31, 2007; and
(b) The annual information form of the Filer for the year ended December 31, 2007.
14. On March 30, 2008, the last date by which the Applicant was required to file the Disclosure Documents, the Applicant's Creditors and the Court had approved the Plan, with the result that CYN Holdings, LLC would became the sole shareholder of the Filer on April 1, 2008, the Plan implementation date. Consequently, the Filer has not filed the Disclosure Documents.
Decision
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for a Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.
"David L. Knight"
"Margot C. Howard"