UNITED STATES |
FORM 20-F/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
Commission file number: 000-30078
WAVECOM S.A.
(Exact name of Registrant as specified in its charter)
France
(Jurisdiction of Incorporation or Organization)
3, esplanade du Foncet
92442 Issy-les-Moulineaux Cedex,
France
Tel. 011 33 1 46 29 08 00
(Address of Principal Executive Offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Title of each class |
| Name of each exchange on which | |
| |||
Shares, nominal value €1.00 each* |
| NASDAQ National Market | |
|
| ||
* The Shares are not traded on the NASDAQ National Market but are registered only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission. | |||
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
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.
| Shares (including 156,345 shares of treasury stock) | 15,506,290 |
|
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 (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 Indicate by check mark which financial statement item the Registrant has elected to follow. Item 17
|
No 
TABLE OF CONTENTS
Explanatory Note |
| 2 | ||
| ||||
Item 15 |
| Controls and Procedures |
| 3 |
Exhibit 12.1 | ||||
Exhibit 12.2 | ||||
Exhibit 13.1 | ||||
Exhibit 13.2 | ||||
EXPLANATORY NOTE
This Amendment No. 1 on Form 20-F/A to our Annual Report on Form 20-F for the fiscal year ended December 31, 2004 (“Amendment No. 1”), filed on April 7, 2005, is being filed solely for the purpose of amending Item 15 to restate the conclusion of our Chief Executive Officer and Chief Financial Officer with respect to the effectiveness of our disclosure controls and procedures. We hereby replace Item 15 of the Form 20-F filed on April 7, 2005, with the amended Item 15 set forth in this Amendment No. 1.
This Amendment No. 1 speaks as of the filing date of our annual report on Form 20-F for the fiscal year ended December 31, 2004, filed on April 7, 2005, except for the certifications which speak as of their respective dates and the filing date of this Amendment No. 1. Other than for the purpose of amending Item 15, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any other item of the annual report on Form 20-F filed on April 7, 2005.
2
Item 15. Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2004. As a result of the material weakness in internal control over financial reporting for the financial year 2003 which was identified in February 2005, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2004, our disclosure controls and procedures were not effective.
In February 2005, during the process of closing our financial statements for the year ended December 31, 2004, the Company’s management, together with Ernst & Young Audit, our independent registered public accounting firm, identified an error in accounting related to our deferred income tax during the year ended December 31, 2003. We believe that the error was the result of a material weakness in internal control over financial reporting (as defined by the Public Company Accounting Oversight Board’s Auditing Standard No. 2), and we decided to restate our U.S. GAAP financial statements for the fiscal year 2003. On February 28, 2005, we filed an amended Annual Report on Form 20-F/A for the year ended December 31, 2003, with the U.S. Securities and Exchange Commission. The adjustments in our restated financial accounts reflected an increase of approximately €5 million in income tax expense for fiscal year 2003. Our net result for the year ended December 31, 2003, was restated to a net loss of €31.1 million from the previously published net loss of €25.9 million.
The Audit Committee of the Company’s Board of Directors, and the Board of Directors itself, have reviewed the reports of management and Ernst & Young Audit with respect to this matter, including management’s recommendations regarding how to remedy the material weakness at Wavecom.
We intend to implement a more stringent review process over the filing of tax returns and preparation of our deferred tax computations on a prospective basis during the first half of 2005. We intend to outsource the review of all recurrent tax declarations to an outside reputable firm.
Other than the change described above with regard to the filing of tax returns and the preparation of our deferred tax computations, which is to take effect on a prospective basis during the first half of 2005, no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal year ended December 31, 2004, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
3
SIGNATURE
Wavecom S.A. hereby confirms that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 on its behalf.
|
| WAVECOM S.A. |
|
|
|
Date: November 8, 2005 | By: | /s/ CHANTAL BOURGEAT |
|
| Chantal Bourgeat |