UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 20-F/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
| For the Fiscal Year Ended December 31, 2003 | Commission File No. 0-29154 |
IONA Technologies PLC
Ireland
(Jurisdiction of incorporation or organization)
The IONA Building
Shelbourne Road, Ballsbridge
Dublin 4, Ireland
(Address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Ordinary Shares,€0.0025 Par Value Per Share
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate number of shares outstanding of each of the issuer’s
classes of capital or common stock as of December 31, 2003:
33,713,760* Ordinary Shares,€0.0025 Par Value
* Excludes an aggregate of 291,947 ordinary shares issuable as of December 31, 2003 pursuant to contractual obligations of the registrant.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.
Yesþ No
Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 Item 18þ
References to “we”, “us”, “IONA” or the “Company” in this amendment to annual report on Form 20-F shall mean IONA Technologies PLC.
EXPLANATORY NOTE
IONA is filing this amendment to its annual report on Form 20-F, for the fiscal year ended December 31, 2003, solely to include under Item 10.B. of Form 20-F disclosure regarding its exemption from the Nasdaq qualitative listing requirement regarding the minimum quorum required for shareholder meetings. The disclosure in this amendment speaks as of December 31, 2003. Except for the inclusion of such disclosure in Item 10.B., this amendment does not, and does not purport to, amend, update or restate the information in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2003, as filed with the U.S. Securities and Exchange Commission on May 14, 2004, or reflect any events that have occurred after the date on which such annual report was filed.
| Item 10. ADDITIONAL INFORMATION | ||||||||
| SIGNATURES | ||||||||
| Exhibit Index | ||||||||
| EX-12.1 Certification of CEO | ||||||||
| EX-12.2 Certification of CFO | ||||||||
Part I
Item 10. ADDITIONAL INFORMATION
B.Memorandum and Articles of Association
Nasdaq Stock Market Corporate Governance Disclosures
Nasdaq rules require any foreign issuer that follows home country practice in lieu of any qualitative listing requirement to disclose in its annual reports filed with the Securities and Exchange Commission that it does not follow such qualitative listing requirement and to describe the home country practice followed by the issuer in lieu of such requirement. At the time of our initial public offering in February 1997, we were granted an exemption from the minimum quorum requirement for meetings of the holders of our Ordinary Shares. In lieu of complying with the Nasdaq minimum quorum requirement, we have adhered since the time of our initial public offering, and we will continue to adhere, to the accepted practice in Ireland, our home country, that three (3) or more persons entitled to vote, each being a member or a proxy for a member or a duly authorized representative of a corporate member, shall constitute a quorum at general meetings of our shareholders.
Part III
Item 19. EXHIBITS
| Exhibit No. | Description of Exhibit | |||||||
| 12.1 | Certification of Principal Executive Officer | |||||||
| 12.2 | Certification of Principal Financial Officer | |||||||
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| IONA TECHNOLOGIES PLC | ||||
| By: | /s/ Christopher J. Horn | |||
| Christopher J. Horn | ||||
| Chief Executive Officer and Director | ||||
Date: April 1, 2005
