U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
AMENDMENT NO. 1
(Check One)
| | þ | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
Or
| | o | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended _______________ Commission file number: 001-35152
WI-LAN INC.
(Exact name of registrant as specified in its charter)
| Canada | | 6794 | | 28-0451743 |
| (Province or other jurisdiction | | (Primary | | (I.R.S. Employer |
| of incorporation or organization) | | Standard | | Identification Number) |
| | | Industrial | | |
| | | Classification | | |
| | | Code Number | | |
| | | (if applicable)) | | |
11 Holland Avenue, Suite 608,
Ottawa, Ontario, Canada K1Y 4S1
(613) 688-4900
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Torys LLP
237 Park Avenue
New York, New York 10017
Attention: Andrew J. Beck
(212) 880-6000
(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 | | Name Of Exchange On Which Registered |
| Common Shares | | The NASDAQ Global Select 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
For annual reports, indicate by check mark the information filed with this Form:
¨ Annual Information Form | | ¨ 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: Not applicable
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 ¨ No þ
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
This Amendment No. 1 to the Registration Statement on Form 40-F of Wi-LAN Inc. (the “Registrant”) is being filed to include certain additional exhibits. No other amendment to the Registrant’s Registration Statement on Form 40-F is being effected hereby.
SIGNATURES
Pursuant to the requirements of the United States Securities Exchange Act of 1934, as amended, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
| | WI-LAN INC. |
| | | |
| | By: | /s/ Prashant R. Watchmaker |
| | | Name: Prashant R. Watchmaker |
| | | Title: Assistant General Counsel & Corporate Secretary |
| | | |
| | Date: May 10, 2011 |
EXHIBIT INDEX
| Exhibit | | Description | | |
| | | | | |
| | | Annual Information | | |
| 99.1* | | Audited annual financial statements for the twelve months ended December 31, 2010 and fourteen months ended December 31, 2009, as amended | | |
| 99.2* | | Management’s discussion and analysis for the twelve months ended December 31, 2010 and fourteen months ended December 31, 2009 | | |
| 99.3* | | Annual information form for the year ended December 31, 2010 | | |
| 99.4* | | Annual report for the year ended December 31, 2010 | | |
| | | | | |
| | | Shareholder Meeting Materials | | |
| 99.5* | | Management information circular dated March 18, 2011 (including notice of annual and special meeting of shareholders on April 27, 2011) | | |
| 99.6* | | Form of proxy for annual and special meeting of shareholders on April 27, 2011 | | |
| 99.7* | | Voting instruction form for annual and special meeting of shareholders on April 27, 2011 | | |
| | | | | |
| | | News Releases | | |
| 99.8* | | News release dated April 15, 2011 | | |
| 99.9* | | News release dated April 26, 2011 | | |
| | | | | |
| | | Consent | | |
| 99.10* | | Consent of PricewaterhouseCoopers LLP | | |
| | | | | |
| | | Additional News Releases | | |
| 99.11 | | News release dated January 20, 2010 | | |
| 99.12 | | News release dated May 6, 2010 | | |
| 99.13 | | News release dated August 10, 2010 | | |
| 99.14 | | News release dated September 21, 2010 | | |
| 99.15 | | News release dated November 9, 2010 | | |
| 99.16 | | News release dated December 22, 2010 | | |
| 99.17 | | News release dated December 31, 2010 | | |
| 99.18 | | News release dated January 14, 2011 | | |
| 99.19 | | News release dated January 18, 2011 | | |
| 99.20 | | News release dated January 19, 2011 | | |
| 99.21 | | News release dated January 20, 2011 | | |
| 99.22 | | News release dated January 27, 2011 | | |
| 99.23 | | News release dated January 31, 2011 | | |
| 99.24 | | News release dated April 27, 2011 | | |
