Napier International Technologies -
Co-founder Civelli's trading a mystery
Napier International
Technologies
NIR
Shares issued 18530248
1998-06-05 close
$2.45
Friday Jun 5 1998
SECRETIVE SWISS FINANCIER NEVER
FILED ANY INSIDER REPORTS
by Brent Mudry
Secretive Swiss financier Carlo Civelli has been
a de-facto insider in Napier International
Technologies since its inception eight years
ago, but his share trading appears to be a
mystery. Napier's insider trading files in the
B.C. Securities Commission contain not a
single page for Mr Civelli or his main
Zurich-based financial company, Clarion
Finanz AG. Although Mr Civelli's presence in
Napier and scores of other Vancouver Stock
Exchange-listed companies is no secret
amongst BCSC officials -- he used to visit with
Dean Holley -- the latest executive director
abruptly targeted the Swiss financier on
Wednesday.
BCSC acting executive director Michael
Watson issued a cease trading order, citing Mr
Civelli's failure to file insider trading reports. "It
appears that he is an insider of the company,"
states the commission in its formal notice.
Commission staff confirm that Mr Civelli has
never filed an insider report for Napier. The
timing is unfortunate for Napier, as the
company is currently in the midst of a
financing with a European agent to raise
$4.5-million in a private placement of two
million special warrants at $2.25. It is not
known if Mr Civelli of Clarion are involved
with this unidentified "European financial
institution." The regulatory interest comes a
month after Napier shares peaked at $4.88,
after starting a heavy-volume promotion at the
25-cent level in March.
It is unclear what may have prompted the
commission's sudden interest in Mr Civelli. The
Swiss financier co-founded Napier in 1990
with his long-time partner, late promoter Doug
McRae and their close associate, geologist
Mike Muzylowski. The trio, especially Mr
McRae and Mr Civelli, were integrally involved
with numerous VSE companies for more than
a decade before Mr McRae passed away in
1994. The McRae-Civelli team made their first
big mark in Vancouver with Breakwater
Resources in 1981-82.
Napier was launched in April, 1990, exactly a
year after Harry Chew took predecessor
Manhattan Resources public in an initial public
offering. Napier's initial statement of material
facts notes that Mr Civelli, described as a
"director and financial consultant to Clarion
since 1980," served as Napier's "vice-president
of finance, Europe," although he initially
owned no shares. Napier's initial financing, a
June, 1990, private placement of one million
units at 50 cents, included an influential
cross-section of Howe Street. Harry Moll was
the biggest investor, buying 300,000 units
through his wholly-owned Canada North
Capital. Peter Brown of Canaccord Capital
bought 150,000 units, followed by John
Tognetti of Haywood Securities, Canaccord
brokers Trevor Wilson and Keith Anderson,
and Civelli-McRae associate Jerry Rubinstein,
each with 50,000 units.
Napier also sold 4.47 million shares at 65
cents, with no warrants attached, in August,
1990. This financing was sold to 50 buyers, but
BCSC files include no "form 20" disclosure, so
the list of buyers is not known. The first
recorded offshore financing was in May, 1991,
when a small bank based in Basel,
Switzerland, Charles Griwa Suisse Branch
Spalenberg, bought 150,000 units of Napier at
$1.80. BCSC files indicate Mr Civelli's first
official private purchase was in January, 1994,
when he bought 1.4 million units at 15 cents
through Clarion Finanz. The financier's holding
would be 2.1 million shares, assuming the
warrants were exercised, and he was not
fronting for someone else.
Mr Civelli's importance to Napier was
reinforced in April, 1994, when he received
250,000 of the 350,000 options for 15-cent
shares issued to employees. These options
expire in mid-December. The Swiss financier
ended a four-year hiatus of his Napier activity
this January, just before the stock started to
run again. Vancouver promoter Brad Aelicks
had recently come on board Napier, and
bought 150,000 units at 20 cents. Mr Civelli
and Mr Muzylowski each gained about
280,000 shares at a deemed value of 21 cents,
in a shares-for-debt settlement. Vancouver law
firm Farris, Vaughan, Wills and Murphy,
which handled the lengthy legal battle against
Dana Stovicek, gained 550,000 shares in this
debt settlement. It is not known what
arrangement the law firm may have made to
sell its shares.
One other large share issuance was made just
before the stock run started. Napier sold 1.57
million special warrants, consisting of one
share and a half-warrant, at 23 cents. The
biggest buyer was Comar Services Inc, a
postbox account in Tortola in the secretive
offshore enclave of the British Virgin Islands,
which bought 855,000 units. The other large
buyer was Richard Kraniak of West
Bloomfield, Michigan, with 615,000 units.
While Mr Civelli's share dealings are a
mystery, he conceivably could have held 2.65
million shares, acquired at 15 to 21 cents,
before this spring's run, assuming no significant
prior sales. Vancouver promoter Bradley
Aelicks and Comar, the offshore account, were
also well-positioned for Napier's run this
spring. Each bought one million units in a
private placement at ten cents, consisting of
one share and a two-year warrant, in March,
1996. Mr Aelicks was dormant until January,
when he bought 125,000 units at 20 cents in a
private placement. The status of Comar's
shares is not known, as it is not a deemed
insider.
(c) Copyright 1998 Canjex Publishing Ltd.
canada-stockwatch.com
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