U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Check One)
o Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
x Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2009
Commission file number 333-148909
(Exact name of registrant as specified in its charter)
Canada (Province or other jurisdiction of incorporation or organization) | 1311 (Primary Standard Industrial Classification Code Number (if applicable)) | Not applicable (I.R.S. Employer Identification Number (if Applicable)) |
2100, 555-4th Avenue S.W., Calgary, Alberta, Canada T2P 3E7
(403) 249-9425
(Address and Telephone Number of Registrant’s Principal Executive Offices)
CT Corporation System, 111 8th Avenue, New York, NY 10011
(212) 894-8940
(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 Common Shares | Name of each exchange on which registered Toronto Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.None
The Registrant is a “voluntary filer” and files annual reports on Form 40-F, amendments to such reports and furnishes information on Form 6-K to the Securities and Exchange Commission, pursuant to its obligations under its Indentures dated December 8, 2006, June 25, 2007, and November 20, 2009 relating to its debt securities issued thereunder.
For annual reports, indicate by check mark the information filed with this Form:
x Annual Information Form | x 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: 281,749,526
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 x
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 x No o
Indicate by check mark whether the registration has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-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 o No o
Explanatory Note
This Amendment No. 1 to OPTI Canada Inc.'s Annual Report on Form 40-F filed on March 17, 2010 for the fiscal year ended December 31, 2009, is being filed for the purpose of including certain text in the officer certifications, which was inadvertently omitted in the Form 40-F. This information has been included in Exhibits 99.4 and 99.5 to this Amendment No. 1 on Form 40-F/A.
Other than as expressly set forth above, this Amendment No. 1 on Form 40-F/A does not, and does not purport to, update or restate the information in any Item of the Form 40-F or reflect any events that have occurred after the Form 40-F was filed. The filing of this Amendment No. 1 on Form 40-F/A shall not be deemed an admission that the Form 40-F, when made, included any known, untrue statement of material fact or knowingly omitted to state a material fact necessary to make a statement not misleading.
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 No. 1 on Form 40F/A to be signed on its behalf by the undersigned, thereunto duly authorized, on October 12, 2010.
OPTI Canada Inc.
By: (signed) Travis Beatty
Name: Travis Beatty
Title: Vice President, Finance and
Chief Financial Officer
EXHIBIT INDEX
| Exhibit | Description |
| | |
99.1 (1) | Annual Information Form for the fiscal year ended December 31, 2009 |
| | |
99.2 (1) | Management’s Discussion and Analysis for the fiscal year ended December 31, 2009 (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 6−K furnished to the Securities and Exchange Commission on February 10, 2010) |
| | |
99.3 (1) | Financial Statements for the fiscal year ended December 31, 2009 including Item 17 Reconciliation with United States Generally Accepted Accounting Principles and FASB Statement No. 69 Disclosures About Oil and Gas Producing Activities |
| | |
| 99.4 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934 |
| | |
| 99.5 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934 |
| | |
99.6 (1) | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 |
| | |
99.7 (1) | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
| | |
99.8 (1) | Consent of PricewaterhouseCoopers LLP |
| | |
99.9 (1) | Consent of McDaniel & Associates Consultants Ltd. |
| | |
| | |
| | |
| | |
(1) Previously filed as an exhibit with OPTI Canada Inc.’s Annual Report on Form 40−F for the year ended December 31, 2009, filed on March 17, 2010.
