UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM40-F/A
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2018 | Commission File Number000-54516 |
EMERA INCORPORATED
(Exact name of Registrant as specified in its charter)
Nova Scotia, Canada
(Province or other jurisdiction of incorporation or organization)
4911
(Primary Standard Industrial Classification Code Number (if applicable))
Not applicable
(I.R.S. Employer Identification Number (if applicable))
5151 Terminal Road
Halifax, Nova Scotia, Canada
B3J 1A1
Telephone: (902)428-6096
(Address and telephone number of Registrant’s principal executive offices)
Emera US Finance LP
c/o Corporation Service Company
251 Little Falls Drive
Wilmington, Delaware 19808
Telephone: (302)636-5401
(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: Not applicable.
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:
| ☒ | Annual information form | ☒ | Audited annual financial statements |
Number of outstanding shares of each of the issuer’s classes of
capital or common stock as of December 31, 2018:
234,124,717 Common Shares
3,864,636 Series A First Preferred Shares
2,135,364 Series B First Preferred Shares
10,000,000 Series C First Preferred Shares
5,000,000 Series E First Preferred Shares
8,000,000 Series F First Preferred Shares
12,000,000 Series H First Preferred Shares
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 ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-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 ☒ No ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company that prepares is financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section
13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
EXPLANATORY NOTE
We are filing this amendment No. 1 to our Annual Report on Form40-F for the fiscal year ended December 31, 2018, as originally filed with the Securities and Exchange Commission on March 29, 2019 (the “Original Filing”), for the sole purpose of:
1. Correcting a typographical error in the 2018 Annual Information Form dated March 29, 2019 for the fiscal year ended December 31, 2018 included as Exhibit 99.1 to the Original Filing. A corrected copy of such form is included as Exhibit 99.1 hereto; and
2. Correcting a typographical error in the date in the Consent of Independent Registered Public Accounting Firm included as Exhibit 99.4 to the Original Filing. A corrected copy of such consent is included as Exhibit 99.4 hereto.
No other changes have been made to the Original Filing or any other exhibits. This Amendment speaks as of the filing date of the Original Filing and does not reflect events occurring after the original filing date or modify or update those disclosures that may be affected by subsequent events.
EXHIBIT INDEX
Exhibit Number | Description | |
| 99.1+ | 2018 Annual Information Form dated March 29, 2019 for the fiscal year ended December 31, 2018 | |
| 99.2* | Management’s Discussion and Analysis dated February 15, 2019 for the year ended December 31, 2018 | |
| 99.3* | Audited Consolidated Financial Statements as at and for the years ended December 31, 2018 and December 31, 2017 | |
| 99.4+ | Consent of Independent Registered Public Accounting Firm | |
| 99.5+ | Certification of Chief Executive Officer pursuant to Rule13a-14(a) or15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended | |
| 99.6+ | Certification of Chief Financial Officer pursuant to Rule13a-14(a) or15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended | |
| 99.7* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 99.8* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 99.9* | Emera Code of Conduct (as revised on January 1, 2019) (incorporated by reference to Emera Incorporated’s Form6-K, furnished to the Commission on January 16, 2019) | |
| 101* | Interactive Data File | |
| * filed previously
+ filed herewith | ||
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
DATED this 1st day of April, 2019.
| EMERA INCORPORATED | ||
| By: | /s/ Scott C. Balfour | |
| Name: Scott C. Balfour | ||
| Title: President & Chief Executive Officer | ||
