WASHINGTON, D.C. 20549
(AMENDMENT NO. 1)
Hydrogenics Corporation (the “Registrant” or the “Company”) filed its Annual Report on Form 20-F for the year ended December 31, 2009 (the “Annual Report”) with the U.S. Securities and Exchange Commission on March 26, 2010.
This Amendment No. 1 to the Annual Report (the "Amendment") is filed to revise (1) "Item 15. Controls and Procedures" of the Annual Report to conform the definitions of disclosure controls and procedures and internal control over financial reporting , correct a typographical error in “Evaluation of Internal Controls”, and state that the Company’s disclosure controls and procedures are effective at the reasonable assurance level; and (2) "Item 19. Exhibits" of the Annual Report to add items 4.13 through 4.18 which are incorporated by reference as well as Exhibits 12.1 and 12.2 which contain the required certifications of the Chief Executive Officer and Chief Financial Officer of the Registrant.
This Amendment consists of a cover page, this Explanatory Note, Item 15, Item 19 and the signature page, and Exhibits 12.1 and 12.2.
Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend or restate any other information contained in the Annual Report nor does this Amendment reflect any events that have occurred after the Annual Report was filed.
ITEM 15. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this Annual Report on Form 20-F, an evaluation was carried out by our management, under the supervision, and with the participation, of our Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the CEO and CFO concluded that such disclosure controls and procedures were effective.
EVALUATION OF INTERNAL CONTROLS
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the President and CEO and the CFO and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as at December 31, 2009, based on the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as at December 31, 2009, the Company’s internal control over financial reporting is effective. Also, management determined that there were no material weaknesses in the Company’s internal control over financial reporting as at December 31, 2009.
LIMITATIONS OF CONTROLS AND PROCEDURES
Our management, including our CEO and CFO, believe that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within us have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls ca n be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.
Our management hereby confirms that our disclosure controls and procedures are effective at the reasonable assurance level.
REPORTS ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management’s Report on Internal Control Over Financial Reporting can be found on page F-3 in this form. Our independent auditors, PricewaterhouseCoopers LLP, a registered public accounting firm has audited the accompanying annual consolidated financial statements for the year ended December 31, 2009 and our internal control over financial reporting as at December 31, 2009. Their attestation report can be found beginning on page F-4 of our consolidated financial statements.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the year ended December 31, 2009, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The registrant hereby certifies 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 to its annual report on its behalf.
* Previously filed.
