Woodview Corporation - MRRS Decision
Headnote
Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to have ceased being a reporting issuer.
Subsection 1(6) of the OBCA - Issuer deemedto have ceased to be offering its securities to the public underthe Business Corporations Act (Ontario).
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.
Business Corporations Act, R.S.O. 1990, c. B.16,as am., s. 1(6).
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
ONTARIO AND ALBERTA
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
WOODVIEW CORPORATION
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Ontario and Alberta (the "Jurisdictions") has receivedan application from Woodview Corporation ("Woodview")for:
(i) a decision under the securities legislationof the Jurisdictions (the "Legislation") thatWoodview be deemed to have ceased to be a reporting issuerunder the Legislation; and
(ii) in Ontario only, an order pursuantto the Business Corporations Act (Ontario) (the "OBCA")that Woodview be deemed to have ceased to be offering itssecurities to the public.
AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System")the Ontario Securities Commission is the principal regulatorfor this application;
AND WHEREAS Woodview has representedto the Decision Makers that:
1. Woodview Corporation ("Old Woodview")was incorporated under the OBCA on June 1, 1984 under thename Cindy Mae Resources Inc.
2. Old Woodview became a reporting issuerin the Jurisdictions on June 6, 1984.
3. Effective July 27, 1995, Old Woodview acquired100% of Woodview Products Inc. ("Woodview Products").Woodview Products is in the business of manufacturing anddesigning innovative products primarily for the automotiveindustry.
4. Woodview's head office is located in Mississauga,Ontario.
5. Woodview is not in default of any of therequirements of the Legislation.
6. Woodview's authorized capital consistsof an unlimited number of common shares ("Woodview CommonShares"), an unlimited number of Series A preferred shares("Woodview Series A Shares") and an unlimited numberof Series B preferred shares ("Woodview Series B Shares").
7. Woodview was formed as a result of theamalgamation (the "Amalgamation") of Old Woodviewand Woodview Acquisition Corp. ("Newco") pursuantto an amalgamation agreement dated May 1, 2002. Newco wasan entity controlled by the members of Old Woodview's managementgroup (the "Management Group").
8. Prior to the Amalgamation, the holdersof the common shares of Old Woodview ("Old Woodview CommonShares") were the members of the Management Group, employeesof Old Woodview and members of the public (the "PublicShareholders");
9. The Management Group consists of threeindividuals resident in Ontario.
10. The Amalgamation was completed on August1, 2002 and it effected a going private transaction of OldWoodview. At the time of the Amalgamation, the Old WoodviewCommon Shares were listed and posted for trading on the TSXVenture Exchange (the "Exchange") under the stocksymbol "YWV".
11. The Old Woodview Common Shares were delistedfrom the Exchange effective as of the close of business onJuly 31, 2002.
12. Upon the Amalgamation becoming effective:
(a) the Public Shareholders received WoodviewSeries A Shares in exchange for their Old Woodview CommonShares on a one-for-one share basis;
(b) the Management Group received WoodviewSeries A Shares in exchange for Old Woodview Common Sharesheld in their RRSP's and Woodview Series B Shares for theirOld Woodview Common Shares held outside their RRSP's;
(c) the Woodview Series A Shares were redeemedfor $0.15 per share; and
(d) the common shares of Newco were exchangedfor Woodview Common Shares on a one-for-one basis.
13. The redemption proceeds payable for theWoodview Series A Shares were funded from cash flow from OldWoodview's operations and from secured loan advances providedby certain arm's length parties (the "Loan Advances").
14. The Management Group holds all of theWoodview Series B Shares and Woodview Common Shares. Therefore,the Management Group is the sole beneficial owner of Woodview.
15. Other than the Woodview Series B Shares,the Woodview Common Shares and the Loan Advances, no othersecurities, including debt securities, are outstanding.
16. No securities of Woodview are listed orquoted on any exchange or market.
17. Woodview does not intend to seek publicfinancing by way of an offering of its securities.
AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;
THE DECISION of the Decision Makers underthe Legislation is that Woodview is deemed to have ceased tobe a reporting issuer or its equivalent under the Legislation.
December 19, 2002.
"John Hughes"
AND IT IS HEREBY ORDERED by the OntarioSecurities Commission pursuant to subsection 1(6) of the OBCAthat Woodview is deemed to have ceased to be offering its securitiesto the public for the purposes of the OBCA.
December 19, 2002.
"Robert W. Korthals" "HaroldP. Hands"