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
xANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedDecember 31, 2015 | Commission File Number000-29338 |
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))
1441 Creekside Drive, 6th Floor
Vancouver, British Columbia, Canada V6J 4S7
(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:
¨ 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 20,147,337 Common Shares outstanding as at December 31, 2015.
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 website, 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
This Amendment No. 1 to the Registrant's Annual Report on Form 40-F (“Amendment No. 1”) amends the Company’s Annual Report on Form 40-F for the year ended December 31, 2015 filed with the Securities and Exchange Commission on March 29, 2016 (the “Original Form 40-F”). The only amendment to the Original Form 40-F is to include the Management's Report and the Reports of Independent Registered Public Accounting Firm of KPMG LLP, each dated March 8, 2016, which were inadvertently omitted from Exhibit 1.2 (Audited Consolidated Financial Statements of the Registrant for the fiscal year ended December 31, 2015) in the Original Form 40-F. This Amendment No. 1 does not amend the Audited Consolidated Financial Statements of the Registrant for the fiscal year ended December 31, 2015.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Registrant’s principal executive officer and principal financial officer are filed herewith as Exhibits 31.1 and 32.1 to this Amendment No. 1, and a new consent of KPMG LLP is filed herewith as Exhibit 23.1.
Other than as discussed above, the information in the Original Form 40-F is not reproduced in this Amendment No. 1. The Original Form 40-F continues to describe conditions as of the date of the Original Form 40-F and the Registrant has not modified or updated other disclosures presented in the Original Form 40-F. This Amendment No. 1 does not reflect events occurring after the date of the Original Form 40-F nor does it modify or update disclosures affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 40-F.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. | Undertaking |
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.
B. | Consent to Service of Process |
The Registrant has previously filed with the Commission a written irrevocable consent and power of attorney on Form F-X in connection with its common shares. Any change to the name or address of the agent for service of process shall be communicated promptly to the Commission by an amendment to the Form F-X.
EXHIBITS
The following exhibits are filed as part of this report:
Exhibit No. | Description | |
1.1* | Annual Information Form for the fiscal year ended December 31, 2015. | |
1.2 | Audited Consolidated Financial Statements for the fiscal year ended December 31, 2015. | |
1.3* | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2015. | |
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 |
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 amendment no. 1 to the annual report to be signed on its behalf by the undersigned, thereto duly authorized.
Date: April 1, 2016
CARDIOME PHARMA CORP. | |||
By: | /s/ William Hunter | ||
Name: | William Hunter | ||
Title: | President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
1.1* | Annual Information Form for the fiscal year ended December 31, 2015. | |
1.2 | Audited Consolidated Financial Statements for the fiscal year ended December 31, 2015. | |
1.3* | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2015. | |
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 |