UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Mark One)
| £ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| S | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| £ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| £ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
For the transition period from__________ to__________
| Commission file number: 001-34959 |
| AUSTRALIA ACQUISITION CORP. |
| (Exact name of Registrant as specified in its charter) |
| (Translation of Registrant’s name into English) |
| Cayman Islands |
| (Jurisdiction of incorporation or organization) |
| Level 9 Podium, 530 Collins Street, Melbourne VIC 3000 |
| (Address of principal executive offices) |
| E. Stephen Streeter, Telephone: (310) 201-7922, Facsimile: (310) 201-7990, |
| 2001 Wilshire Blvd., Suite 400, Santa Monica, CA 90403 |
(Name, telephone, E-mail and/or facsimile number and address of Company Contact Person)
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 | |
Units consisting of one Ordinary Share, par value US$.001 per share, and one Warrant | Nasdaq Capital Market | |
| Ordinary Shares, US$.001 par value per share | Nasdaq Capital Market | |
| Warrants to purchase Ordinary Shares | Nasdaq Capital Market |
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
Indicate the number of outstanding shares of each of the Issuer’s classes of capital or ordinary shares as of the close of the period covered by the annual report:8,533,333 ordinary shares, par value $0.001 per share, as of June 30, 2012.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ Nox
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes¨ Nox
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 Web site, if any, every Interactive Data File required to be submitted and 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¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| US GAAPx | International Financial Reporting Standards as | Other¨ |
| issued by the International Accounting | ||
| Standards Board¨ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.
Item 17¨ Item 18¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yesx No¨
Explanatory Note Regarding Amendment No. 1
This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 20-F of Australia Acquisition Corp. for the fiscal year ended June 30, 2012, which was filed with the Securities and Exchange Commission on August 30, 2012 (the “Annual Report”), is being filed for the sole purpose of furnishing the XBRL Interactive Data Files.
The remainder of the Annual Report is unchanged and is not reproduced in this Amendment No. 1. This Amendment No. 1 speaks as of the original filing date of the Annual Report and has not been updated to reflect events occurring subsequent to the original filing date. Accordingly, in conjunction with reading this Amendment No. 1, you should also read all other filings that we have made with the Securities and Exchange Commission since the date of the original filing.
| ITEM 19. | EXHIBITS. |
Exhibit No. | Description | ||
| 1.1 | (1) | Underwriting Agreement, dated November 15, 2010, by and between the Registrant and Cohen & Company Capital Markets, LLC. | |
| 1.1.1 | (7) | Amendment, dated as of August 14, 2012, to the Underwriting Agreement, dated November 15, 2010, by and between the Registrant and Cohen & Company Capital Markets, LLC. | |
| 3.1 | (2) | Memorandum of Association. | |
| 3.2 | (1) | Articles of Association, as amended. | |
| 3.2.1 | (5) | Amendment to Articles of Association. | |
| 4.1 | (2) | Specimen Unit Certificate. | |
| 4.2 | (2) | Specimen Ordinary Share Certificate. | |
| 4.3 | (2) | Specimen Warrant Certificate. | |
| 4.4 | (1) | Warrant Agreement, dated November 15, 2010, by and between the Registrant and Continental Stock Transfer & Trust Company. | |
| 4.5 | (2) | Form of Representative’s Unit Purchase Option. | |
| 10.1 | (1) | Investment Management Trust Agreement, dated November 15, 2010, by and between the Registrant and Continental Stock Transfer & Trust Company. | |
| 10.1.1 | (7) | Amendment, dated August 14, 2012, to Investment Management Trust Agreement, dated November 15, 2010, by and between the Registrant and Continental Stock Transfer & Trust Company. | |
| 10.1.2 | (7) | Indemnity Letter Agreement, dated August 14, 2012, by and between the Registrant and Continental Stock Transfer & Trust Company. | |
| 10.1.3 | (7) | Indemnity Escrow Agreement, dated August 14, 2012, by and among the Registrant, Continental Stock Transfer & Trust Company, as Trustee, and Continental Stock Transfer & Trust Company, as Escrow Agent. | |
| 10.2 | (3) | Initial Ordinary Share Subscription Agreement. | |
| 10.3 | (2) | Initial Securities Assignment Agreement. | |
| 10.4 | (1) | Warrant Subscription Agreement, dated as of November 15, 2010, by and between the Registrant and the security holders named therein. | |
| 10.4.1 | (7) | Amendment, dated as of August 14, 2012, to Warrant Subscription Agreement, dated as of November 15, 2010, by and between the Registrant and the security holders named therein. | |
| 10.5 | (1) | Securities Escrow Agreement, dated November 15, 2010, by and among the Registrant, the security holders named therein and Continental Stock Transfer & Trust Company. | |
| 10.6 | (1) | Registration Rights Agreement, dated November 15, 2010, by and among the Registrant and the security holders named therein. | |
| 10.7 | (3) | Form of Letter Agreement by and among the Registrant, the Representative and Ziegler Asset Partners Pty. Ltd. | |
| 10.8 | (3) | Form of Letter Agreement by and among the Registrant, the Representative and each executive officer and director other than Mr. Ziegler. | |
| 10.9 | (3) | Form of Letter Agreement by and among the Registrant, the Representative and Peter Ziegler. | |
| 10.10 | (2) | Form of Letter Agreement by and between the Registrant and Ziegler Asset Partners regarding administrative support. | |
| 10.11 | (3) | Form of Indemnity Agreement. | |
| 10.12 | (4) | Stock Purchase Agreement, dated as of July 11, 2012 by and among Australia Acquisition Corp., Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P. and Credit Distressed Blue Line Master Fund, Ltd (incorporated by reference from Exhibit 2.1 to the Form 6-K filed by Australia Acquisition Corp. on July 11, 2012). | |
| 10.12.1 | (6) | Amendment No. 1, dated as of August 23, 2012, to the Stock Purchase Agreement, dated as of July 11, 2012, by and among Australia Acquisition corp., Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P. and Credit Distressed Blue Line Master Fund Ltd. | |
| 12.1 | (7) | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 12.2 | (7) | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 13 | (7) | Certification of the Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
| 101 | XBRL Instance Document | ||
| 101 | XBRL Taxonomy Extension Schema Document | ||
| 101 | XBRL Taxonomy Extension Calculation Linkbase Document | ||
| 101 | XBRL Taxonomy Extension Definition Linkbase Document | ||
| 101 | XBRL Taxonomy Extension Label Linkbase Document | ||
| 101 | XBRL Taxonomy Extension Presentation Linkbase Document |
| 14 | (2) | Code of Ethics. | |
| 99.1 | (2) | Form of Audit Committee Charter. | |
| 99.2 | (2) | Form of Nominating Committee Charter. |
(1) Incorporated by reference to the Registrant’s Form 6-K filed on November 22, 2010 (Commission File No. 001-34959)
(2) Incorporated by reference to the Registrant’s Form F-1 filed on October 18, 2010 (Commission File No. 333-169983)
(3) Incorporated by reference to the Registrant’s Amendment No. 1 to Form F-1 filed on November 5, 2010 (Commission File No. 333-169983)
(4) Incorporated by reference to the Registrant’s Form 6-K filed on July 7, 2012
(5) Incorporated by reference to the Registrant’s Form 6-K filed on August 14, 2012
(6) Incorporated by reference to the Registrant’s Form 6-K filed on August 27, 2012
(7) Incorporated by reference to the Registrant’s Form 20-F filed on August 30, 2012
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 101 | XBRL Instance Document | |
| 101 | XBRL Taxonomy Extension Schema Document | |
| 101 | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101 | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101 | XBRL Taxonomy Extension Label Linkbase Document | |
| 101 | XBRL Taxonomy Extension Presentation Linkbase Document |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this annual report on its behalf.
Dated: September 17, 2012
| AUSTRALIA ACQUISITION CORP. | ||
| By: | /s/ Peter Ziegler | |
| Peter Ziegler | ||
| Chairman of the Board and Chief Executive Officer | ||
