Architel Systems Corporation - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - Issuer has, in effect, only one security holder - issuerdeemed 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 BRITISH COLUMBIA,
ALBERTA, SASKATCHEWAN, ONTARIO,
NOVA SCOTIA AND NEWFOUNDLAND
AND
IN THE MATTER OF THE
MUTUAL RELIANCE REVIEW SYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
ARCHITEL SYSTEMS CORPORATION
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "Decision Makers") in each of BritishColumbia, Alberta, Saskatchewan, Ontario, Nova Scotia and Newfoundland (the "Jurisdictions") has received anapplication from Architel Systems Corporation (the "Applicant") for a decision under the securities legislation of theJurisdictions (the "Legislation") that the Applicant be deemed to have ceased to be a reporting issuer or its equivalentunder 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 the Applicant has represented to the Decision Makers that:
1. The Applicant is a corporation governed by the Canada Business Corporations Act (the "CBCA").
2. The head office of the Applicant is located in Toronto, Ontario.
3. The Applicant is a reporting issuer, or the equivalent thereof, under the Legislation and is not in defaultof any of the requirements of the Legislation.
4. The Applicant is an entity resulting from the amalgamation of Architel Systems Corporation ("Architel")and NNC Brookline Acquisition Corporation ("NNC Brookline"), a wholly-owned subsidiary of NortelNetworks Corporation ("Nortel Networks"), by way of an arrangement under section 192 of the CBCA(the "Arrangement").
5. Pursuant to the amalgamation, holders of Architel common shares (other than dissentingshareholders, Nortel Networks or NNC Brookline) received 0.38682 Nortel Networks common shares("Nortel Shares") for each Architel common share (the "Exchange Ratio"). The Arrangement waseffected by articles of arrangement dated July 1, 2000. As a result of the Arrangement, the Applicantis a wholly-owned subsidiary of Nortel Networks.
6. In connection with the Arrangement, each and every option to acquire Architel common sharesoutstanding under the Architel stock option plans at the effective time of the Arrangement was, inaccordance with the terms of such plans, assumed by Nortel Networks, became an option to acquireNortel Shares and no longer represents an interest in Architel. The number of shares subject to suchoptions and the exercise price thereof was adjusted to give effect to the Exchange Ratio. There areno outstanding options to acquire securities of Architel.
7. The common shares of Architel were delisted from The Toronto Stock Exchange on July 6, 2000 andThe NASDAQ Stock Market on June 30, 2000. No securities of the Applicant are listed or posted fortrading on any stock exchange or organized market.
8. The authorized capital of the Applicant consists of an unlimited number of common shares and anunlimited number of preferred shares, of which 6,028,835 common shares and 1 preferred share,series 1 share are currently issued and outstanding. All of the issued and outstanding shares areowned by Nortel Networks.
9. There are no issued and outstanding securities of the Applicant other than the shares held by NortelNetworks and there are no issued and outstanding debt securities of the Applicant.
10. The Applicant does not intend to seek public financing by way of an offer of securities.
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers under the Legislation is that the Applicant is deemed to have ceasedto be a reporting issuer, or the equivalent thereof, under the Legislation.
October 18, 2000.
John Hughes
Manager, Continuous Disclosure