UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 1)
(Check One)
¨ | 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 endedJune 30, 2016 | Commission File Number001-37408 |
DHX Media Ltd.
(Exact name of Registrant as specified in its charter)
Canada
(Province or other jurisdiction of incorporation or organization)
7829
(Primary Standard Industrial Classification Code Number (if applicable))
Not Applicable
(I.R.S. Employer Identification Number (if applicable))
1478 Queen Street
Halifax, Nova Scotia, B3J 2H7, Canada
(902) 423-0260
(Address and telephone number of Registrant’s principal executive offices)
C T Corporation System
111 Eighth Avenue
13th Floor
New York, NY 10011
(212) 590-9070
(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 Variable Voting Shares (no par value) | Name of each exchange on which registered The NASDAQ Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
x Annual information formx 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:
At June 30, 2016, the Registrant had outstanding 29,060,022 Variable Voting Shares, without par value.
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.
YESx NO¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted or posted pursuant to Rule 405 of Regulation S-T 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
This Amendment No. 1 on Form 40-F/A (“Amendment No. 1”) amends the Annual Report on Form 40-F of DHX Media Ltd. (the “Company”) for the fiscal year ended June 30, 2016, filed with the Securities and Exchange Commission (“SEC”) on September 28, 2016 (the “Original Form 40-F”), solely for the purpose of (i) filing revised principal executive officer and principal financial officer certifications required by Section 302 of the Sarbanes-Oxley Act of 2002, in conformity with Form 40-F, to correct certain minor omissions from the certifications filed with the Original Form 40-F, and (ii) filing currently dated principal executive officer and principal financial officer certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except as described above, no changes have been made to the Original Form 40-F and this Amendment No. 1 does not modify, amend, or update in any way the financial or other information set forth in the Original Form 40-F, other than as noted above. This Amendment No. 1 does not reflect any events that have occurred subsequent to June 30, 2016, the fiscal year end of the Company, except as noted in the Original Form 40-F. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 40-F.
EXHIBIT INDEX
Exhibit No. | Title of Exhibit |
Principal Documents | |
99.1* | Annual Information Form of the Registrant for the year ended June 30, 2016 |
99.2* | Audited Consolidated Financial Statements of the Registrant for the year ended June 30, 2016 together with the Auditors’ Report thereon |
99.3* | Management’s Discussion and Analysis of the operating and financial results of the Registrant for the year ended June 30, 2016 |
Certifications | |
99.4 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934 |
99.5 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934 |
99.6 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002 |
99.7 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002 |
Consents | |
99.8* | Consent of PricewaterhouseCoopers LLP |
* Previously Filed.
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, thereunto duly authorized.
DHX MEDIA LTD. | ||
By: | /s/ Dana Sean Landry | |
Name: | Dana Sean Landry | |
Title: | Chief Executive Officer | |
By: | /s/ Keith Benjamin Abriel | |
Name: | Keith Benjamin Abriel | |
Title: | Chief Financial Officer |
Date: March 15, 2017