SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
AMENDMENT No. 1
| | | |
| (Check One) | | |
| | | |
| o | | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or
| | | |
| þ | | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
| | | |
| For Fiscal year ended: | | December 31, 2005 |
| | | |
| Commission File number: | | No. 1-14242 |
ROYAL GROUP TECHNOLOGIES LIMITED
(Exact name of registrant as specified in its charter)
Canada
(Province or other jurisdiction of incorporation or organization)
3084, 3087, 3089
(Primary standard industrial classification code number, if applicable)
Not Applicable
(I.R.S. employer identification number, if applicable)
1 Royal Gate Boulevard
Woodbridge, Ontario
L4L 8Z7
(905) 264-0701
(Address and telephone number of registrant’s principal executive office)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
USA
(212) 894-8700
(Name, address and telephone number of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
| | | |
| Title of each class: | | Name of each exchange on which registered: |
| | | |
Common Shares | | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Not Applicable
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Not Applicable
For annual reports, indicate by check mark the information filed with this form:
| | | | | | | |
| þ | | Annual Information Form | | þ | | 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:
Indicate by check mark whether the registrant by filing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the registrant in connection with such rule.
Yes o No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13(d) 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 þ No o
EXPLANATORY NOTE
This Amendment No. 1 to the annual report on Form 40-F for the year ended December 31, 2005 (“Amended 40-F”) of Royal Group Technologies Limited (the “Registrant”) amends the Registrant’s annual report on Form 40-F for the year ended December 31, 2005, filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2006 (“40-F”) as follows: Management’s Discussion and Analysis from the 2005 Annual Report to Shareholders, shown as Exhibit 3 on the Exhibit Index, is amended and restated in its entirety and filed herewith. Except as set forth above, this Amended 40-F does not otherwise modify the 40-F, and the information in the 40-F is incorporated herein.
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 staff of the SEC, and to furnish promptly, when requested to do so by the SEC 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 SEC a written irrevocable consent and power of attorney on Form F-X in connection with the Common Shares (formerly referred to as “Subordinate Voting Shares”).
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 to its annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| | | | | |
| |
ROYAL GROUP TECHNOLOGIES LIMITED
| |
| Date: August 28, 2006 | By: | /s/ Lawrence J. Blanford | |
| | | Name: | Lawrence J. Blanford | |
| | | Title: | President and Chief Executive Officer | |
| |
EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| | | |
| 1* | | Annual Information Form for the year ended December 31, 2005 |
| | | |
| 2* | | Audited Consolidated Financial Statements for the Registrant as at and for year ended December 31, 2005, and the year ended December 31, 2004, together with the auditors’ report thereon |
| | | |
| 3** | | Amended Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2005 |
| | | |
| 4* | | Consent of KPMG LLP |
| | | |
| 5** | | Officers’ Certifications Required by Rule 13a-14(a) or Rule 15d-14(a) |
| | | |
| 6** | | Officers’ Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code |
| | |
| * | | Previously filed in the Registrant’s annual report on Form 40-F for the year ended December 31, 2005, filed with the SEC on May 2, 2006. |
| |
| ** | | Filed herewith. |
