UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 40-F
[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 the fiscal year ended: December 31, 2004 | | Commission File Number: 0-30600 |
The Westaim Corporation
(Exact name of Registrant as specified in its charter)
Alberta
(Province or other jurisdiction of incorporation or organization)
3674
(Primary Standard Industrial Classification Code Number (if applicable)
Not Applicable
(I.R.S. Employer Identification Number (if applicable))
1010 Sun Life Plaza I, West Tower, 144 – 4thAvenue S.W., Calgary, Alberta T2P 3N4 Canada, Telephone (403) 234-3100
(Address and telephone number of Registrant’s principal executive offices)
Scott Gillis, Nucryst Pharmaceuticals Inc., 50 Audubon Road, Wakefield, MA 01880, Telephone (781) 246-6010
(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 | | |
| | None | | The Nasdaq Stock Market | | |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Common Shares, without par value
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
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.
92,828,054 Common Shares, without par value
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 filing number assigned to the Registrant in connection with such Rule.
Yes o Noþ
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 þ No o
TABLE OF CONTENTS
DISCLOSURE CONTROLS AND PROCEDURES
| A. | Evaluation of Disclosure Controls and Procedures |
| |
| | As of the end of the Registrant’s fiscal year ended December 31, 2004, an evaluation of the effectiveness of the Registrant’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was carried out by the Registrant’s chief executive officer and chief financial officer. Based upon that evaluation, the Registrant’s chief executive officer and chief financial officer have concluded that as of the end of that fiscal year, the Registrant’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange commission rules and forms. |
| |
| B. | Changes in Internal Control Over Financial Reporting |
| |
| | There was no change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. |
AUDIT COMMITTEE FINANCIAL EXPERT
| | See page 17 of Exhibit 1 to this report. |
CODE OF ETHICS
| | The Registrant has adopted a Finance Code of Conduct for Chief Executive and Senior Financial Officers (included as Exhibit 5 to this report). |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
| | See page 18 of Exhibit 1 to this report. |
AUDIT COMMITTEE’S PRE-APPROVAL POLICIES AND PROCEDURES
| | See page 18 of Exhibit 1 to this report. |
OFF-BALANCE SHEET ARRANGEMENTS
| | As at December 31, 2004, the Registrant has not entered into any off-balance sheet arrangements. |
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
| | See page 15 of Exhibit 2 to this report. |
IDENTIFICATION OF THE AUDIT COMMITTEE
| | See page 17 of Exhibit 1 to this report. |
EXEMPTION FROM NASDAQ CORPORATE GOVERNANCE REQUIREMENTS
| | Marketplace Rule 4460(f) requires each Nasdaq National Market issuer to establish a quorum for any meeting of the holders of common stock of no less than 33 1/3% of the outstanding shares. On June 5, 2000, pursuant to Marketplace Rule 4460(a), Nasdaq granted to the Registrant an exemption from Nasdaq’s corporate governance rules. The Registrant’s by-laws state that a quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled. |
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