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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
(Check One)
[X] Registration statement pursuant to Section 12 of the Securities Exchange
Act of 1934
or
[ ] Annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934
For fiscal year ended: Commission File number: 000-27400
CINRAM INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
CANADA 3651 NOT APPLICABLE
(Province or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
Incorporation or Organization) Classification Code Number, if applicable) Number, if applicable)
2255 MARKHAM ROAD, TORONTO, ONTARIO, M1B 2W3
416-298-8190
(Address and Telephone Number of Registrant's principal executive office)
CT CORPORATION SYSTEM, 111 EIGHTH AVENUE, 13TH FLOOR, NEW YORK, NY 10011
(Name, Address and Telephone Number of Agent for Service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
none
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Common Shares
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 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 [ ] No [X]
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13(d) or 15(d) of the Exchange Act during the
proceeding 12 months (or for such shorter period that the registrant has been
required to file such reports); and (2) has been subject to such filing
requirements in the past 90 days. Yes [ ] No [X]
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CINRAM INTERNATIONAL INC.
REGISTRATION STATEMENT ON FORM 40-F
DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
In accordance with General Instruction B.(1) of Form 40-F, the Registrant
hereby incorporates by reference the following Exhibits 1 through 18 as set
forth in the Exhibit Index attached hereto.
In accordance with General Instruction B.(2) of Form 40-F, the Registrant
hereby files Exhibit 19 as set forth in the Exhibit Index attached hereto.
In accordance with General Instruction C.(2) of Form 40-F, the Registrant
hereby files Exhibits 5 and 6 as set forth in the Exhibit Index attached hereto.
In accordance with General Instruction D.(9) of Form 40-F, the Registrant
hereby files Exhibit 20 as set forth in the Exhibit Index attached hereto.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. UNDERTAKING
Cinram International Inc. (the "Registrant") undertakes to make
available, in person or by telephone, representatives to respond to
inquiries made by the staff of the Securities and Exchange Commission
("SEC"), and to furnish promptly, when requested to do so by the SEC staff,
information relating to the securities registered pursuant to this Form
40-F or transactions in said securities.
B. CONSENT TO SERVICE OF PROCESS
Concurrently with the filing of this Form 40-F, the Registrant is
filing with the SEC a Form F-X in connection with the securities registered
pursuant to this Form 40-F.
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 registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: May 19, 2004 CINRAM INTERNATIONAL INC.
By: /s/ Lewis Ritchie
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Name: Lewis Ritchie
Title: Executive Vice-President Finance and
Administration, Chief Financial
Officer and Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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1. Annual Report to Shareholders for fiscal year 2002 (including
management's discussion and analysis for fiscal year 2002)
2. Annual Report to Shareholders for fiscal year 2003 (including
management's discussion and analysis for fiscal year 2003)
3. Audited annual financial statements for fiscal year 2002
4. Audited annual financial statements for fiscal year 2003
5. Supplemental Note to consolidated financial statements of the
Registrant for the years ended December 31, 2002 and 2001,
including a reconciliation of such financial statements to U.S.
GAAP pursuant to Item 17 of Form 20-F, and the auditors' report
related thereto
6. Supplemental Note to consolidated financial statements of the
Registrant for the years ended December 31, 2003 and 2002,
including a reconciliation of such financial statements to U.S.
GAAP pursuant to Item 17 of Form 20-F, and the auditors' report
related thereto
7. Renewal Annual Information Form dated May 16, 2003
8. Annual Information Form dated May 10, 2004
9. Notice of Annual and Special Meeting of Shareholders and
Management Proxy Circular for the Annual and Special Meeting of
Shareholders held on June 13, 2003
10. Notice of Annual and Special Meeting of Shareholders and
Management Proxy Circular for the Annual and Special Meeting of
Shareholders held on June 16, 2004
11. 2003 Third Quarter Report (including interim financial
statements and management's discussion and analysis for the
period ended September 30, 2003)
12. 2003 Second Quarter Report (including interim financial
statements and management's discussion and analysis for the
period ended June 30, 2003)
13. Amended 2003 First Quarter Report (including interim financial
statements and management's discussion and analysis for the
period ended March 31, 2003)
14. 2004 First Quarter Report (including interim financial
statements and management's discussion and analysis for the
period ended March 31, 2004)
15. Material Change Report dated July 28, 2003
16. Press release dated October 24, 2003
17. Press release dated March 1, 2004
18. Press release dated March 9, 2004
19. Description of Share Capital
20. Consents of KPMG LLP