UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
| ¨ | 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, 2012
Commission File Number: 001-35233
STUDENT TRANSPORTATION INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Ontario | | 4151 | | n/a |
(Province or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code) | | (I.R.S. Employer Identification No.) |
160 Saunders Road, Unit 6
Barrie, Ontario, Canada L4N 9A4
(Address and telephone number of Registrant’s Principal Executive Offices)
Patrick J. Walker
Executive Vice President and Chief Financial Officer
Student Transportation Inc.
3349 Highway 138
Building B, Suite D
Wall, New Jersey 07719
(732) 280-4200
(Name, address, including zip code, and telephone number, including area code,
of agent for service in the United States)
Copy to:
Barry L. Fischer, Esq.
Thompson Coburn LLP
55 East Monroe Street
37th Floor
Chicago, Illinois 60603
Telephone: (312) 580-2233
Facsimile: (312) 782-1998
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class | | Name of each exchange on which registered |
| |
| Common Shares, no par value | | Toronto Stock Exchange |
| | The NASDAQ Stock Market LLC |
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:The Registrant had 75,910,320 Common Shares outstanding as at June 30, 2012.
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¨ 82- 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 ¨
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). Yes ¨ No ¨
EXPLANATORY NOTE
Student Transportation Inc. (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its Annual Report on Form 40-F (this “Annual Report”) pursuant to the multi-jurisdictional disclosure system of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 under the Exchange Act.
FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report, including the documents incorporated herein by reference, are “forward looking statements,” which reflect the expectations of management regarding the Company’s future growth, results of operations, performance and business prospects and opportunities. These forward-looking statements reflect the Company’s current expectations regarding future events and operating performance and speak only as of the date of this Annual Report. Forward looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not or the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward looking statements, including, but not limited to, the factors discussed under the section titled “Risk Factors” in the Registrant’s Annual Information Form for the fiscal year ended June 30, 2012, which is filed asExhibit 99.1 to this Annual Report. Although the forward looking statements contained in this Annual Report are based on what the Registrant believes to be reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward looking statements, and the differences may be material. Material factors and assumptions that were relied upon in making the forward-looking statements include contract and customer retention, current and future expense levels, availability of quality acquisition, bid and conversion opportunities, current borrowing availability and financial ratios, as well as current and historical results of operations and performance.
The Registrant’s forward-looking statements contained in the exhibits incorporated by reference into this Annual Report are made as of the respective dates set forth in such exhibits. In preparing this Annual Report, the Registrant has not updated such forward-looking statements to reflect any subsequent information, events or circumstances or otherwise, or any change in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof, nor does the Registrant assume any obligation to update such forward-looking statements in the future, except as required by applicable laws.
PRINCIPAL DOCUMENTS
The following documents have been filed as part of this Annual Report on Form 40-F:
| A. | Annual Information Form. The Registrant’s Annual Information Form for the fiscal year ended June 30, 2012 is attached asExhibit 99.1 to this Annual Report on Form 40-F and is incorporated by reference herein. |
| B. | Audited Financial Statements. The Registrant’s consolidated audited annual financial statements, including the report of the independent registered public accounting firm with respect thereto, are attached asExhibit 99.2 to this Annual Report on Form 40-F and is incorporated by reference herein. The Registrant’s financial statements have been prepared in accordance with United States generally accepted accounting principles. |
| C. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Registrant’s Management Discussion and Analysis of Financial Condition and Results of Operations for the twelve month period ended June 30, 2012 is attached asExhibit 99.3 to this Annual Report on Form 40-F and is incorporated by reference herein. |
DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the Registrant’s fiscal year ended June 30, 2012, an evaluation of the effectiveness of the Registrant’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) was carried out by the Registrant’s principal executive officer and principal financial officer.
Based upon the evaluation, the Registrant’s principal executive officer and principal financial officer have concluded that as of the end of the fiscal year, the Registrant’s disclosure controls and procedures were effective at the reasonable assurance level to ensure that information required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
It should be noted that while the registrant’s principal executive officer and principal financial officer believe that the registrant’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the registrant’s disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
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MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by The Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management concluded that the Company’s internal control over financial reporting were effective as of June 30, 2012.
As an “emerging growth company”, the Company is exempted from the requirement to include an auditor attestion report in this annual report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the fiscal year ended June 30, 2012, there were no changes in the Registrant’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
NOTICE PURSUANT TO REGULATION BTR
None.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Registrant has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the audit committee are: George Rossi, Irving Gerstein, David Scopelliti and Victor Wells.
Further information regarding the Registrant’s audit committee can be found in the Audit Committee and Auditor’s Fees section of the Registrant’s Annual Information Form for the fiscal year ended June 30, 2012, incorporated by reference asExhibit 99.1 to this Annual Report on Form 40-F.
AUDIT COMMITTEE FINANCIAL EXPERTS
The Registrant’s Board of Directors has determined that George Rossi, Irving Gerstein, David Scopelliti and Victor Wells, all members of the Registrant’s audit committee, each qualify as an “audit committee financial expert” (as such term is defined in paragraph 8(b) of General Instruction B in Form 40-F) and are each “independent” (as such term is defined in the rules of The NASDAQ Stock Market (“NASDAQ”)), in accordance with the director independence standards of the NASDAQ.
Further information regarding the Registrant’s audit committee can be found in the Audit Committee and Auditor’s Fees section of the Registrant’s Annual Information Form for the fiscal year ended June 30, 2012, incorporated by reference asExhibit 99.1 to this Annual Report on Form 40-F.
CODE OF ETHICS
The Issuer has adopted a Code of Ethics (the “Code”) (as that term is defined in paragraph 9(b) of General Instruction B in Form 40-F), that applies to all directors, officers and employees of the Issuer, including the principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. A copy of the Code is posted on the Issuer’s website atwww.ridesta.com. Any amendments to the Code, and all waivers of the Code with respect to any of the officers covered by it, will be posted to the Issuer’s website within five business days of any amendment or waiver to the Code and shall be provided in print to any shareholder who requests them.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required is included under the headings “Pre-Approval Policies and Procedures” and “External Auditor Service Fees” in the Audit Committee and Auditor’s Fees section of the Registrant’s Annual Information Form for the fiscal year ended June 30, 2012, incorporated by reference asExhibit 99.1 to this Annual Report on Form 40-F.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant has entered into operating leases in the ordinary course of its business to finance certain school vehicles and to lease certain facilities under non-cancelable operating leases. These arrangements are disclosed in Note 15 of the Company’s Audited Annual Financial
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Statements for the years ended June 30, 2012 and 2011; and the sections entitled “General—Managed and Leased Fleet Business,” “Liquidity and Capital Resources,” and “Commitments and Contractual Obligations,” in the Company’s Management Discussion and Analysis of Financial Condition and Results of Operations for the period ended June 30, 2012, incorporated by reference asExhibits 99.2 and99.3, respectively, to this Annual Report on Form 40-F.
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The Company’s contractual obligations as at June 30, 2012, are summarized as follows:
| | | | | | | | | | | | | | | | | | | | |
| | | Payments Due by Period (000’s) | |
| Contractual Obligations | | Total | | | Less than
1 year | | | 1 to 3 years | | | 3 to 5 years | | | More than
5 years | |
Long Term Debt Obligations | | | 215,992 | | | | 575 | | | | 71,393 | | | | 84,995 | | | | 59,029 | |
Capital (Finance) Lease Obligations | | | — | | | | — | | | | — | | | | — | | | | — | |
Operating Lease Obligations | | | 68,618 | | | | 19,713 | | | | 29,236 | | | | 15,862 | | | | 3,807 | |
Purchase Obligations | | | — | | | | — | | | | — | | | | — | | | | — | |
Other Long Term Liabilities reflected on Balance Sheet | | | 11,318 | | | | 4,486 | | | | 3,356 | | | | 10 | | | | 3,466 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | | 295,928 | | | | 24,774 | | | | 103,985 | | | | 100,867 | | | | 66,302 | |
| | | | | | | | | | | | | | | | | | | | |
See also Notes 8, 13 and 15 of the Company’s Audited Financial Statements for the years ended June 30, 2012 and 2011, incorporated by reference asExhibit 99.2 to this Annual Report on Form 40-F.
INTERACTIVE DATA FILE
Within 30 days of the filing of this Annual Report on Form 40-F, the Registrant will submit an Interactive Data File to the Commission inExhibit 101 of an amendment to this Form 40-F and the Registrant shall concurrently post such Interactive Data File on its website.
UNDERTAKINGS
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities in relation to which the obligation to file an Annual Report on Form 40-F arises or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
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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 Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
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| STUDENT TRANSPORTATION INC. |
| |
| By: | | /s/ Patrick J. Walker |
| Name: | | Patrick J. Walker |
| Title: | | Executive Vice President and Chief Financial Officer |
| |
| Date: | | September 28, 2012 |
EXHIBIT INDEX
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Exhibit No. | | |
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| 99.1 | | Annual Information Form for the year ended June 30, 2012 |
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| 99.2 | | Audited Annual Financial Statements for the years ended June 30, 2012 and 2011 |
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| 99.3 | | Management’s discussion and analysis of financial condition and results of operations for the year ended June 30, 2012 |
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| 99.4 | | Consent of Ernst & Young LLP |
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| 99.5 | | Certification of Chief Executive Officer pursuant to Section Rule 13a-14(a) or 15d-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 99.6 | | Certification of Chief Financial Officer pursuant to Section Rule 13a-14(a) or 15d-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 99.7 | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 99.8 | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 99.9 | | Form 52-109F1 Certificate of Annual Filings (Chief Executive Officer) |
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| 99.10 | | Form 52-109F1 Certificate of Annual Filings (Chief Financial Officer) |
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| 101* | | Interactive Data File |
| * | To be filed by amendment. |
