UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
Amendment No. 1
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011 | Commission File Number 000-29338 |
CARDIOME PHARMA CORP. (Exact name of Registrant as specified in its charter) |
Canada (Province or other jurisdiction of incorporation or organization) |
2834 (Primary Standard Industrial Classification Code Number (if applicable)) |
Not Applicable (I.R.S. Employer Identification Number (if applicable)) |
6th Floor, 6190 Agronomy Road Vancouver, British Columbia, Canada V6T 1Z3 (604) 677-6905 (Address and telephone number of Registrant's principal executive offices) |
CT Corporation 111 Eighth Avenue New York, New York 10011 (212) 894-8940 (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
Common Shares, no par value | Nasdaq Stock Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None |
For annual reports, indicate by check mark the information filed with this Form:
[ X ] Annual Information Form | [ X ] Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
The Registrant had 61,129,091 Common Shares outstanding as at December 31, 2011.
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark whether registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes [ X ] No [ ]
EXPLANATORY NOTE
Cardiome Pharma Corp. (the "Registrant") is filing this Form 40-F/A to the Registrant's Annual Report on Form 40-F, dated March 28, 2012 (the "Form 40-F"), for the sole purpose of submitting Exhibit 101 to the Form 40-F as required by General Instruction B.(15)(a)(i) of Form 40-F and Rule 405 of Regulation S-T. Exhibit 101 was omitted from the Registrant's timely filed Form 40-F in accordance with the 30-day grace period provided in Preliminary Note 3(a)(2)(ii) to Rule 405 of Regulation S-T.
No other changes have been made to the Form 40-F. This Form 40-F/A speaks as of the original time of filing the Form 40-F, does not reflect events that may have occurred subsequent to such filing, and does not modify or update in any way disclosures made in the Form 40-F.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
Date: April 25, 2012 | CARDIOME PHARMA CORP. By: /s/ DOUGLAS JANZEN Name: Douglas Janzen Title: President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. | Description |
1.1* | Annual Information Form for the fiscal year ended December 31, 2011. |
1.2* | Audited Consolidated Financial Statements for the fiscal year ended December 31, 2011. |
1.3* | Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2011. |
23.1* | Consent of KPMG LLP. |
31.1* | Certifications of Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1* | Certification of Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101 | Interactive Data File. |
* Previously filed with the Commission.