UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 2012
Commission File Number: 001-32179
__________________
INTEROIL CORPORATION
(Exact name of registrant as specified in its charter)
YUKON, CANADA
(Province or other jurisdiction of incorporation or organization)
| 1311 | Not Applicable |
| (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
LEVEL 3, 42-52 ABBOTT STREET
CAIRNS, QLD 4870, AUSTRALIA
Telephone Number: +61 (7) 4046-4600
(Address and telephone number of registrant’s principal executive offices)
CT Corporation Systems
111 Eighth Avenue
New York, New York 10011
Telephone Number: (212) 894-8940
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
Copy to:
Geoff Applegate InterOil Corporation 111 Somerset Road #06-05 Tripleone Somerset Singapore 238164 Telephone Number: +65 6507-0222 |
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 |
| Common Shares | New York 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 | xAudited Annual Financial Statements |
As of December 31, 2012, 48,607,398 of the issuer’s common shares were outstanding.
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.o Yes 82-______x No
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.x Yeso 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 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).o Yeso No
EXPLANATION NOTE
This Amendment No. 1 on Form 40-F/A amends the Annual Report on Form 40-F of InterOil Corporation (the “Company”) for the year ended December 31, 2012, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2013 (“the Original Annual Report”). The Company has amended its management’s discussion and analysis (amended and restated) for the year ended December 31, 2012 (“MD&A”) to provide a conclusion about the effectiveness of its disclosure controls and procedures and internal control over financial reporting under National Instrument 52-109 Certification of Disclosure in Issuers'’ Annual and Interim Filings.
The only amendment to the MD&A is set forth under the heading "Disclosure Controls and Procedures and Internal Controls Over Financial Reporting" in the MD&A, which sets forth that (i) that the Chief Executive Officer and Chief Financial Officer have (i) evaluated, or caused to be evaluated under their supervision, the effectiveness of the Company's disclosure controls and procedures at its financial year-end and have concluded that the Company's disclosure controls and procedures are effective at the December 31, 2012; and (ii) evaluated, or caused to be evaluated under their supervision, the effectiveness of the Company's internal controls over financial reporting at its financial year-end and have concluded that the Company's internal controls over financial reporting are effective at the December 31, 2012.
Except as described above, no attempt has been made in this Amendment to modify or update other disclosures presented in the Original Annual Report. This Amendment does not reflect events occurring after the filing of the Original Annual Report, or modify or update those disclosures. Accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Annual Report, including any amendments to those filings.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| INTEROIL CORPORATION | ||
| /s/ Phil E. Mulacek | ||
| Phil E. Mulacek Chief Executive Officer | ||
Date: March 7, 2013
EXHIBIT INDEX
The following exhibits have been filed as part of the Annual Report:
| EXHIBIT NUMBER |
DESCRIPTION |
| 1. | Management’s Discussion and Analysis (Amended and Restated) for the year ended December 31, 2012. |
| 2. | Consent of PricewaterhouseCoopers dated March 7, 2013. |
| 3. | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. |
| 4. | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. |
| 5. | Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code. |
| 6. | Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code. |
