SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
AMENDMENT NO. 1
[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 the fiscal year ended _________ Commission File Number ___________
BANRO CORPORATION
(Exact name of registrant as specified in its charter)
CANADA 1041 NOT APPLICABLE
(Province or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code) Identification No.)
1 First Canadian Place
100 King Street West, Suite 7070
Toronto, Ontario M5X 1E3
(416) 366-2221
(Address and telephone number of registrant's principal executive offices)
Copies to:
Martin Pomerance Gil I. Cornblum, Esq.
Dorsey & Whitney LLP Dorsey & Whitney LLP
250 Park Avenue 161 Bay Street, Suite 4310
New York, NY 10177 Toronto, Ontario M5J 2S1
(212) 415-9200 (416) 367-7370
(Name, address (including zip code) and
telephone number (including area code)
of agent for service in the United States)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class: Name of Each Exchange On Which Registered:
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Common Shares, no par value American Stock Exchange
Securities 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. N/A
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 filing number assigned to
the Registrant in connection with such Rule. [ ] Yes [X] No
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
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form 40-F of Banro
Corporation (the "Company") is being filed to report that the Company's common
shares have been accepted for listing on the American Stock Exchange, to provide
a description of the Company's common shares and to attach, as an exhibit, a
specimen form of common share certificate.
DESCRIPTION OF COMMON SHARES
The Company is authorized to issue an unlimited number of common shares
without par value (the "Shares"). The rights and restrictions pertaining to the
Shares and holders thereof are set forth in the articles of the Company (the
"Articles"), which govern the affairs of the Company (subject to any applicable
laws). The Shares are represented by a form of share certificate approved by the
Board of Directors and acceptable to any stock exchange where the Shares are
listed. As of February 16, 2005, 26,565,688 Shares are issued and outstanding,
all of which are fully paid. None of the Shares are owned by the Company.
The holders of Shares are entitled to one vote for each Share held on all
matters to be voted on by the shareholders. Generally, most matters required to
be voted upon are ordinary resolutions, which require the affirmative vote of a
majority (50% + 1) of the votes cast by shareholders present at a meeting and
entitled to vote on the resolution to pass. However certain matters representing
fundamental changes must be approved by a special resolution, which presently
requires the affirmative vote of a special majority (at least 66 2/3%) of the
votes cast by shareholders present at a meeting and entitled to vote on the
resolution to pass. The holders of Shares are entitled to receive notice of all
meetings of shareholders and to attend and vote, in person or by proxy, at such
meetings.
Each Share is equal to every other Share, and all Shares participate
equally on liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, and any other distribution of the assets of the
Company among its shareholders for the purpose of winding up its affairs after
the Company has paid all of its liabilities.
The holders of Shares are entitled to receive pro rata such dividends as
may be declared by the Board of Directors out of funds legally available
therefor. No dividends have been paid by the Company on any Shares since
incorporation, nor does the Company intend to pay a dividend on any of its
Shares in the immediate future. The Company anticipates that it will retain all
earnings to finance the further growth and development of the Company's
business. The directors of the Company will determine if and when dividends
should be declared and paid in the future, based upon the Company's financial
condition and requirements at the relevant time.
No Shares have been issued subject to call or assessment. There are no
pre-emptive or conversion rights attached to the Shares, and there are no
provisions for purchase or cancellation, surrender, or any sinking fund or
purchase fund.
Provisions as to the modification, amendment or variation of such rights or
such provisions are contained in the Articles and the Canada Business
Corporations Act. Generally, substantive changes to the share capital of the
Company require the approval by the shareholders by special resolution.
There are no restrictions on the transferability of the Shares contained in
the Articles of the Company. There are no provisions in the Company's Articles
discriminating against any existing or prospective holder of Shares as a result
of any such holder(s) owning a substantial amount of Shares. There are no
provisions in the Articles that would have the effect of delaying, deferring or
preventing a change in control of the Company and that would operate only with
respect to an extraordinary corporate transaction involving the Company such as
a merger, reorganization, tender offer, sale or transfer of all or substantially
all of its assets or liquidation.
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, thereunto duly authorized
BANRO CORPORATION
/s/ Donat Madilo
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Donat Madilo
Treasurer
Date: March 21, 2005
EXHIBIT INDEX
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The following exhibits have been filed as part of this Amendment No. 1.
EXHIBIT DESCRIPTION
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99.1 Specimen form of common share certificate