Spectrum Signal Processing Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - Application by reporting issuer for an order that it is not a reporting issuer for the purposes of Ontario securities law - Plan of arrangement approved by shareholders and Supreme Court of British Columbia - Issuer in default for failure to file first quarter interim financial statements and related continuous disclosure documents by March 31, 2007 - requested relief granted.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(b).
June 13, 2007
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA, ALBERTA, ONTARIO
AND QUEBEC
(the Jurisdictions)
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
SPECTRUM SIGNAL PROCESSING INC.
(Spectrum)
MRRS DECISION DOCUMENT
Background
1 The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from Spectrum for a decision under the securities legislation of the Jurisdictions (the Legislation) that Spectrum be deemed to have ceased to be a reporting issuer in the Jurisdictions (the Requested Relief).
Under National Policy 12-201 Mutual Reliance Review System for Exemptive Relief Applications (the MRRS):
(a) the British Columbia Securities Commission is the principal regulator for Spectrum; and
(b) the MRRS decision document evidences the decision of each Decision Maker.
Interpretation
2 Defined terms contained in National Instrument 14-101 Definitions have the same meanings in the decision unless they are defined in this decision.
Representations
3 This decision is based on the following facts represented by Spectrum:
1. Spectrum is a company incorporated under the laws of British Columbia and has its head office in Burnaby, British Columbia;
2. Vecima Networks Inc. (Vecima) is a company amalgamated under the laws of Canada and has its head office in Victoria, British Columbia;
3. on May 2, 2007, Vecima completed the acquisition of all of the issued and outstanding securities of Spectrum under a plan of arrangement (the Arrangement) involving Spectrum, its shareholders and Vecima;
4. the Arrangement was approved by the Spectrum shareholders on April 20, 2007 and by the Supreme Court of British Columbia on April 27, 2007;
5. Vecima beneficially owns all of the outstanding securities of Spectrum, including debt securities;
6. Vecima is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador; the common shares of Vecima are currently listed and posted for trading on the Toronto Stock Exchange under the symbol "VCM";
7. Spectrum's securities were de-listed from the NASDAQ on May 3, 2007; currently, no securities of Spectrum are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;
8. Spectrum does not intend to offer its securities to the public;
9. Spectrum is not in default of any of the requirements of the Legislation, other than the failure to file, by May 15, 2007, its interim financial statements, related management's discussion and analysis, and related certificates for the period ended March 31, 2007 (Interim Filings); as Vecima became the sole beneficial owner of all of Spectrum's outstanding securities before the date on which Spectrum was required to file the Interim Filings, Spectrum has not prepared the Interim Filings; and
10. upon the grant of the Requested Relief, Spectrum will not be a reporting issuer or the equivalent in any jurisdiction of Canada.
Decision
4 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.
The decision of the Decision Maker under the Legislation is that the Requested Relief is granted.