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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[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 ended August 31, 2003 Commission File Number 000-27476
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COOLBRANDS INTERNATIONAL INC.
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(Exact name of Registrant as specified in its charter)
________________________________________________________________________________
(Translation of Registrant's name into English (if applicable))
Province of Nova Scotia, Canada
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(Province or other jurisdiction of incorporation or organization)
2024
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(Primary Standard Industrial Classification Code Number (if applicable))
________________________________________________________________________________
(I.R.S. Employer Identification Number (if applicable))
8300 Woodbine Avenue, 5th Floor
Markham, Ontario
Canada L3R 9Y7
(905) 479-8762
________________________________________________________________________________
(Address and telephone number of Registrant's principal executive offices)
Integrated Brands Inc.
4175 Veterans Hwy.
Ronkonkoma, NY 11775
Attn Gary P. Stevens
(631) 737-9700
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(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 each exchange on which registered
NOT APPLICABLE
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- ------------------------------------ -----------------------------------------
SEC 2285 (08-03) Persons who are to respond to the collection of information
contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
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Securities registered or to be registered pursuant to Section 12(g) of the Act.
NOT APPLICABLE
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(Title of Class)
________________________________________________________________________________
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
Subordinate Voting Shares
Multiple Voting Shares
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(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
[X] Annual information form [X] 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.
Subordinate Voting Shares: 45,628,788
Multiple Voting Shares: 6,178,686
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 82- No X
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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
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A. Undertaking
The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.
B. Consent to Service of Process
The Registrant has previously filed with the Commission a written consent to
service of process and power of attorney on Form F-X in connection with the
Subordinate Voting Shares and Multiple Voting Shares.
C. Disclosure Controls and Procedure
(a) Evaluation of disclosure controls and procedures. Based on the evaluation of
the Registrant's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end
of the fiscal year ended August 31, 2003, the Registrant's co-chief executive
officers and its chief financial officer have concluded that the Registrant's
disclosure controls and procedures are designed to provide reasonable assurance
that information required to be disclosed by the Registrant in the reports that
the Registrant files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the U.S. Securities and Exchange Commission and are
operating in an effective manner.
(b) Changes in internal controls. During the fiscal year ended August 31, 2003,
there were no changes in the Registrant's internal controls over financial
reporting that have materially affected, or are reasonably likely to materially
affect these internal controls over financial reporting.
D. Audit Committee Financial Expert
The Registrant's board of directors has determined that it has at least one
audit committee financial expert serving on its audit committee. Mr. Romeo
DeGasperis has been determined to be such audit committee financial expert. Mr.
DeGasperis is independent, as that term is defined by the Nasdaq listing
standards. The SEC has indicated that the designation of Mr. DeGasperis as an
audit committee financial expert does not make Mr. DeGasperis an "expert" for
any purpose, impose any duties, obligations or liability on Mr. DeGasperis
that are greater than those imposed on members of the audit committee and
board of directors who do not carry this designation or affect the duties,
obligations or liability of any other member of the audit committee.
E. Code of Ethics
The Registrant has adopted a code of ethics (the "Code of Business Conduct and
Ethics") that applies to all employees and officers, including its principal
executive officers, principal financial officer and principal accounting
officer. The Code of Business Conduct and Ethics is attached as an exhibit to
this annual report on Form 40-F.
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F. Principal Accountant Fees and Services
BDO Dunwoody LLP has served as the Registrant's auditing firm for the previous
two fiscal years. Fees payable for the years ended August 31, 2003 and August
31, 2002 to BDO Dunwoody LLP and its affiliates are U.S. $355,250 and CND
$12,000 and U.S. $288,000. Fees payable to BDO Dunwoody LLP in 2003 and 2002
are detailed below.
Year ended Year ended
August 31, 2003 August 31, 2002
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Audit Fees US $331,000 US $188,000
Audit-related fees US $ 24,250 US $100,000
Tax fees CN $ 12,000 --
All other fees -- --
The nature of each category of fees is described below.
Audit Fees
Audit fees were paid for professional services rendered by the auditors for the
audit of the Registrant's annual financial statements or services provided in
connection with statutory and regulatory filings or engagements.
Audit-Related Fees
Audit-related fees were paid which related to the performance of the audit or
review of the annual financial statements and not reported under the audit fees
item above. These services consisted of reviewing the Company's financial
statements and disclosure in connection with the issuance of special warrants,
due diligence in connection with acquisitions and audit of a subsidiary's 401K
plan.
Tax Fees
Tax fees were paid for tax compliance. These services consisted of tax
compliance including the preparation of original tax returns.
All Other Fees
No accountant fees were paid for products and services other than the audit
fees, audit-related fees and tax fees described above.
Pre-Approval Policies and Procedures
The Audit Committee has considered whether the provision of services other than
audit services is compatible with maintaining the auditors' independence and has
adopted a policy of pre-approving all of the provision of these services. For
the year ended August 31, 2003, all of the services described above were
approved by the Audit Committee pursuant to paragraph(c)(7)(i)(C) of Rule 2-01
of Regulation S-X.
Approximately 90% of the hours expended on the principal accountant's
engagement to audit the Registrant's financial statements for the fiscal year
ended August 31, 2003 were attributed to work performed by BDO Seidman LLP,
a member firm of BDO International, of which BDO Dunwoody LLP is also a member.
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G. Tabular Disclosure of Contractual Obligations as of August 31, 2003 (in
Thousands of Canadian Dollars)
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Contractual Obligations Payments due by period
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Less than 1 1-3 3-5 More than 5
Total year years years years
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Long-Term Debt Obligations $42,692 $ 5,131 $26,910 $10,651 --
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Capital Lease Obligations 1,662 552 778 332 --
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Operating Lease Obligations 25,656 8,011 10,471 5,107 2,067
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Purchase Obligations -- -- -- -- --
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Other Long-Term Liabilities Reflected on the
Public Company's Balance Sheet under GAAP 3,984 554 554 2,876
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Total Contractual Obligations $73,994 $13,694 $38,713 $16,644 $4,943
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant hereby
certifies that it meets all of the requirements for filing on Form 40-F and that
it has duly caused this annual report to be signed on its behalf by the
undersigned, thereto duly authorized.
COOLBRANDS INTERNATIONAL INC.
(Registrant)
By: /s/ David J. Stein
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Name: David J. Stein
Title: President and Co-Chief Executive
Officer
Date: January 21, 2004
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Index to Exhibits
1. Annual Information Statement of the Registrant for the fiscal year ended
August 31, 2003.
2. Audited Financial Statements for the fiscal years ended August 31, 2003 and
August 31, 2002 together with the reconciliation of Canadian Generally
Accepted Accounting Principles to United States Generally Accepted
Accounting Principles and Management's Discussion and Analysis for the
fiscal years ended August 31, 2003 and August 31, 2002.
3. CoolBrands International Inc. Code of Business Conduct and Ethics.
23.1 Consent of BDO Dunwoody LLP, Independent Auditors
23.2 Consent of BDO Dunwoody LLP, Independent Auditors
31.1 Exchange Act Rule 13a-14(a)/15d-14(a) Certification of David J. Stein,
Co-Chief Executive Officer
31.2 Exchange Act Rule 13a-14(a)/15d-14(a) Certification of Richard E. Smith,
Co-Chief Executive Officer
31.3 Exchange Act Rule 13a-14(a)/15d-14(a) Certification of Gary P. Stevens,
Chief Financial Officer
32.1 18 U.S.C. Section 1350 Joint Certification of David J. Stein, Co-Chief
Executive Officer, Richard E. Smith, Co-Chief Executive Officer and Gary P.
Stevens, Chief Financial Officer.
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STATEMENT OF DIFFERENCES
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The trademark symbol shall be expressed as............................. 'TM'
The registered trademark symbol shall be expressed as.................. 'r'