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 June 30, 2005
Commission file number 1-32186
YM BIOSCIENCES INC.
(Exact name of registrant as specified in its charter)
Nova Scotia, Canada (Province or other jurisdiction of incorporation or organization) | 2836 (Primary Standard Industrial Classification Code Number (if applicable)) | Not applicable (I.R.S. Employer Identification Number (if Applicable)) |
Suite 400, Building 11, 5045 Orbitor Drive, Mississauga, Ontario, Canada L4W 4Y4
(905) 629-9761
(Address and Telephone Number of Registrant’s Principal Executive Offices)
DL Services Inc., 1420 Fifth Avenue, Suite 3400, Seattle, Washington 98101
(206) 903-5448
(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 American 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
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: 38,584,288.
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
EXPLANATORY NOTE
The registrant hereby amends its Annual Report on Form 40-F for the fiscal year ended June 30, 2005 (the “Form 40-F”) by deleting the Annual Information Form for the fiscal year ended June 30, 2005 (the “Original AIF”), filed as Exhibit 99.1 thereto, and replacing it with the registrant’s amended Annual Information Form for the fiscal year ended June 30, 2005, attached as Exhibit 99.1 hereto and incorporated by reference herein. The Original AIF has been amended to incorporate by reference the registrant’s business acquisition report, dated June 28, 2005, in respect of its acquisition of DELEX Therapeutics Inc. on May 2, 2005. Such business acquisition report was previously furnished to the SEC on Form 6-K on July 5, 2005.
The information in the Original AIF not expressly changed by this amendment shall be as set forth in the Original AIF. This Form 40-F/A does not reflect events occurring after the filing of the original filing or modify or update disclosures, including the exhibits to the original filing, affected by subsequent events.
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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. | Undertaking. |
The registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission (the “Commission”) staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
B. | Consent to Service of Process. |
The Company has filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
Any change to the name or address of the agent for service of process of the registrant shall be communicated promptly to the Securities and Exchange Commission by an amendment to the Form F-X referencing the file number of the relevant registration statement.
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 to its annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 3, 2006.
YM BioSciences Inc. | ||
| | |
By: | /s/ Len Vernon | |
Name: Len Vernon | ||
Title: Director, Finance and Administration |
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EXHIBIT INDEX
Exhibit | Description |
99.1 | Amended Annual Information Form for the fiscal year ended June 30, 2005 |
99.2* | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended June 30, 2005 |
99.3* | Consolidated Financial Statements for the fiscal year ended June 30, 2005 |
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 | Section 1350 Certification of Chief Executive Officer |
99.7 | Section 1350 Certification of Chief Financial Officer |
99.8 | Consent of KPMG LLP |
99.9 | Consent of Ernst & Young LLP |
* Previously filed.
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