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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 40-F
[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 _________
POINTS INTERNATIONAL LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CANADA 7389 NOT APPLICABLE
(Province or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.
incorporation or organization) Classification (if Applicable))
Code Number
(if Applicable))
800-179 JOHN STREET
TORONTO, ONTARIO, CANADA M5T 1X4
(416) 595-0000
(Address and Telephone Number of Registrant's Principal Executive Offices)
CT CORPORATION SYSTEM
111 EIGHTH AVENUE, 13TH FLOOR
NEW YORK, NY 10011
(212) 894-8400
(Name, Address (Including Zip Code) and Telephone Number (Including Area Code)
of Agent for Service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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NONE NONE
Securities registered or to be registered pursuant to Section 12(g) of the Act:
COMMON SHARES
(Title of Class)
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 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
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 [X]
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FORWARD-LOOKING STATEMENTS
The Exhibits incorporated by reference into this Registration Statement contain
"forward-looking information," which may include, but is not limited to,
statements with respect to the future or operating performance of Points
International Ltd. (the "Registrant"), its subsidiaries and its projects. Often,
but not always, forward-looking statements can be identified by the use of words
such as "plans", "expects", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", or "believes" or variations (including
negative variations) of such words and phrases, or state that certain actions,
events or results "may", "could", "would", "might" or "will" be taken, occur or
be achieved. Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
of achievements of the Registrant and/or its subsidiaries to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements. Such factors include among others,
limited financial resources, liabilities of the Registrant, technology and
product developments risks, sensitivity to foreign exchange rates, and other
factors discussed in the section entitled "Risk Factors" in the Renewal Annual
Information Form of the Registrant dated as of March 21, 2005 filed as Exhibit
99.1 to this Registration Statement. Although the Registrant has attempted to
identify important factors that could cause actual actions, events or results to
differ materially from those described in forward-looking statements, there may
be other factors that cause actions, events or results to differ from those
anticipated, estimated or intended.
Forward-looking statements contained in the Exhibits incorporated by reference
into this Registration Statement are made as of the respective dates set forth
in such Exhibits and the Registrant disclaims any obligation to update any
forward-looking statements, whether as a result of new information, future
events or results or otherwise. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements.
DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby
incorporates by reference Exhibit 99.1 through Exhibit 99.4, inclusive, and
Exhibit 99.6 through Exhibit 99.63, inclusive, as set forth in the Exhibit Index
attached hereto.
In accordance with General Instruction C.(2) of Form 40-F, the Registrant hereby
incorporates by reference Exhibit 99.5, the reconciliation of the financial
statements for the year ended December 31, 2004 to U.S. Generally Accepted
Accounting Practices as required by Item 17 of Form 20-F, as set forth in the
Exhibit Index attached hereto.
In accordance with General Instruction D.(9) of Form 40-F, the Registrant has
filed a written consent of certain experts named in the foregoing Exhibits as
Exhibit 99.64, as set forth in the Exhibit Index attached hereto.
OFF-BALANCE SHEET ARRANGEMENTS
The following table contains information on material off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the Registrant's financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.
PAYMENTS DUE BY PERIOD
OFF-BALANCE SHEET ARRANGEMENTS ------------------------------------------------
(CDN $000,000S) TOTAL(1) 2009+ 2008 2007 2006 2005
- ------------------------------------ -------- ----- ----- ----- ----- -----
Operating Leases(2) 2.39 0.01 0.10 0.50 0.85 0.93
Partner Purchase Commitments(3) 3.85 0.08 0.14 1.34 1.11 1.18
----- ----- ----- ----- ----- -----
Total Off-Balance Sheet Arrangements $6.23 $0.09 $0.23 $1.84 $1.96 $2.11
===== ===== ===== ===== ===== =====
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Notes:
(1) Represents the aggregate amount for the full duration of the off-balance
sheet arrangements (including years after 2009 and prior to 2005).
(2) Includes technology services commitments and hardware and software
operating leases.
(3) Includes mileage purchase and co-marketing commitments.
OPERATING LEASES
Operating leases includes leasing facilities and the outsourcing of hosting
services. Leasing facilities and the outsourcing of hosting services provide
liquidity to the Registrant and allow the Registrant to focus on its core
competencies.
PARTNER PURCHASE COMMITMENTS
Nature and Purpose
The use of promotional miles and points as an acquisition and membership upgrade
strategy is an integral component of the Points.com marketing plan. Miles and
points purchased from Points.com's partners are used in three ways:
1. Points.com awards bonuses to new free registered users in partner
promotions;
2. Miles and points are used as an incentive for customers to upgrade
from a free account to a paid membership account; and
3. Miles and points are used as an incentive for customers to respond to
affiliate offers displayed on the Points.com website.
Importance and Benefit to Registrant
Miles and points are a critical acquisition and membership upgrade strategy for
the Registrant because they provide consumers with an incentive to conduct
business with Points.com.
Event that Could Result in Termination or Reduction of These Arrangements
Miles and points are widely sold by our airline, hotel, and retail partners to a
large number of promotional partners. While it is unlikely that our partners
would stop selling miles or points to Points.com, one of the Registrant's
partners could go bankrupt. In the event of such a bankruptcy, the Registrant
would shift membership acquisition efforts to one of its other partners and
would increase its external marketing efforts.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The following table contains information on payments for contractual obligations
of the Registrant over the next five years. This disclosure should be read in
conjunction with the management discussion and analysis found in the Annual
Report for the year ended December 31, 2004 and the Registrant's financial
statements and notes thereto.
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PAYMENTS DUE BY PERIOD
--------------------------------------------------
FUTURE OBLIGATIONS (CDN $000,000S) TOTAL(1) 2009+ 2008 2007 2006 2005
- ---------------------------------- -------- ------ ----- ----- ------ -----
Long-Term Debt(2)
(non-cash until repayment) $ 9.88 $ -- $ -- $ -- $ 9.11 $0.78
Series Two Preferred Share
(non-cash until repayment) 19.60 16.12 0.87 0.87 0.87 0.87
Series Four Preferred Share (3)
(non-cash until repayment) 5.37 4.48 0.24 0.24 0.24 0.18
Loan Payable 0.10 -- 0.01 0.03 0.03 0.03
Operating Leases(4) 2.39 0.01 0.10 0.50 0.85 0.93
Partner Purchase Commitments(5) 3.85 0.08 0.14 1.34 1.11 1.18
MilePoint Acquisition(6) 1.48 -- -- -- 0.40 1.08
------ ------ ----- ----- ------ -----
Total Contractual Obligations $42.66 $20.66 $1.35 $2.99 $12.61 $5.05
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Notes:
(1) Represents the aggregate amount for the full duration of the contractual
obligations (including years after 2009 and prior to 2005).
(2) The Debenture is due on March 15, 2008.
(3) The Series Four Preferred Share was issued on April 4, 2005.
(4) Includes technology services commitments and hardware and software
operating leases.
(5) Includes mileage purchase and co-marketing commitments.
(6) Cash commitments related to the MilePoint Acquisition include the payments
relating to the acquisition.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
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 to transactions in said securities.
B. CONSENT TO SERVICE OF PROCESS
(1) Concurrently with the filing of the Registration Statement on Form
40-F, the Registrant will file with the Commission a written Irrevocable Consent
and Power of Attorney on Form F-X.
(2) Any change to the name or address of the Registrant's agent for service
shall be communicated promptly to the Commission by amendment to the Form F-X
referring the file number of the Registrant.
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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.
Dated at Toronto, Ontario as of the 29th day of August, 2005.
POINTS INTERNATIONAL LTD.
By: /s/ Robert MacLean
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Name: Robert MacLean
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Title: Chief Executive Officer
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By: /s/ Stephen Yuzpe
------------------------------------
Name: Stephen Yuzpe
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Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
ANNUAL INFORMATION
99.1 Renewal Annual Information Form dated March 21, 2005.
99.2 Renewal Annual Information Form dated April 22, 2004.
99.3 2004 Annual Report, including Consolidated Financial Statements and
Management's Discussion and Analysis for the year ended December 31, 2004.
99.3.1 CEO and CFO Certification of Annual Filings for the year ended December
31, 2004.
99.4 2003 Annual Report, including Consolidated Financial Statements and
Management's Discussion and Analysis for the year ended December 31, 2003.
99.5 Item 17 reconciliation to audited annual financial statements for the year
ended December 31, 2004.
QUARTERLY REPORTS
99.6 Unaudited Interim Financial Statements and Management's Discussion and
Analysis for the three months ended March 31, 2005, and CEO and CFO
certification of interim filings.
99.7 Unaudited Interim Financial Statements and Management's Discussion and
Analysis for the nine months ended September 30, 2004, and CEO and CFO
certification of interim filings.
99.8 Unaudited Interim Financial Statements and Management's Discussion and
Analysis for the six months ended June 30, 2004, and CEO and CFO
certification of interim filings.
99.9 Unaudited Interim Financial Statements and Management's Discussion and
Analysis for the three months ended March 31, 2004, and CEO and CFO
certification of interim filings.
SHAREHOLDER MEETING MATERIALS
99.10 Report of Voting Results dated May 13, 2005 from 2005 Annual and Special
Meeting of Shareholders.
99.11 Supplement to Management Information Circular dated April 22, 2005.
99.12 Management Information Circular dated March 8, 2005.
99.13 Notice of 2005 Annual and Special Meeting of Shareholders dated March 28,
2005.
99.14 Form of Proxy for 2005 Annual and Special Meeting of Shareholders.
99.15 Report of Voting Results dated July 2, 2004 from 2004 Annual and Special
Meeting of Shareholders.
99.16 Management Information Circular dated April 22, 2004.
99.17 Notice of 2004 Annual and Special Meeting of Shareholders dated April 22,
2004.
99.18 Form of Proxy for 2004 Annual and Special Meeting of Shareholders.
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MATERIAL DOCUMENTS AND MATERIAL AGREEMENTS
99.19 Amended and Restated Unsecured Convertible Debenture issued by Points
International Ltd., originally issued on March 15, 2001 and amended and
restated on April 4, 2005.
99.20 Certificate of Amendment of Points International Ltd. dated March 29,
2005.
99.21 Securities Purchase Agreement dated March 28, 2005 among Points
International Ltd. and certain purchasers identified on the signatures
pages of the Securities Purchase Agreement.
99.22 Waiver dated January 31, 2005 granted by CIBC Capital Partners to Points
International Ltd.
99.23 Amendment Agreement dated December 9, 2004 between CIBC Capital Partners
and Points International Ltd.
99.24 Certificate of Continuance of Points International Ltd. dated November 10,
2004.
99.25 Investor's Rights Agreement dated as of April 11, 2003 between Points
Investments, Inc., USA Interactive and Points International Ltd.
99.26 Consent and Amendment Agreement dated as of March 21, 2003 between CIBC
Capital Partners, Points International Ltd. and USA Interactive.
99.27 Amended and Restated Convertible Debenture in the original principal
amount of Cdn.$6,000,000 issued by Exclamation International Incorporated
in favour of CIBC Capital Partners, originally issued on March 15, 2001 and
amended and restated on February 8, 2002.
MATERIAL CHANGE REPORTS
99.28 Material Change Report dated April 5, 2005 relating to the offering by
Points International Ltd., by way of private placement, of 18.1 million
common shares at a price of Cdn.$0.68 per share and one Series Four
Preferred Share for $3.5 million, and the sale of its Cdn.$6 million
convertible debenture originally issued to CIBC Partners in 2001.
99.29 Material Change Report dated March 18, 2004 relating to the entering into
of an agreement by Points International Ltd. to acquire substantially all
of the assets of MilePoint, Inc.
PRESS RELEASES
99.30 Press release dated June 17, 2005 - "Hbc Rewards Launches on Points.com".
99.31 Press release dated June 15, 2005 - "Points International Enters Lucrative
Corporate Incentive Market".
99.32 Press release dated May 16, 2005 - "Points International to Hold Investor
Call on Tuesday May 17th at 4:30 p.m. Eastern".
99.33 Press release dated May 12, 2005 - "Points International Ltd. Reports
First Quarter Results".
99.34 Press release dated April 5, 2005 - "Points International Announces the
Completion of the Sale of Convertible Debenture".
99.35 Press release dated April 5, 2005 - "Points International Closes C$15.8
million Private Placement".
99.36 Press release dated March 29, 2005 - "Points International Announces
C$15.8 Million Private Placement".
99.37 Press release dated March 29, 2005 - "Points International Announces the
Sale of Convertible Debenture".
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99.38 Press release dated March 10, 2005 - "Points International Ltd. Reports
Fourth Quarter and Year-End Results".
99.39 Press release dated March 1, 2005 - "Christopher Payne Resigns from Points
International's Board of Directors".
99.40 Press release dated February 22, 2005 - "Points International Ltd. Options
Exercised".
99.41 Press release dated January 5, 2004 - "Points International Ltd. and
Intrawest Corporation Establish Partnership Agreement".
99.42 Press release dated January 5, 2004 - "Points International Ltd. Selects
Spencer Francey Peters (SFP) to Develop New Brand Identity for Points.com".
99.43 Press release dated November 17, 2004 - "Points International and Delta
Air Lines Expand Relationship with New Mileage Transfer Program".
99.44 Press release dated November 10, 2004 - "Points International Ltd. Reports
2004 Third Quarter Results".
99.45 Press release dated September 8, 2004 - "Hawaiian Airline's HawaiianMiles
Teams with Points.com; Added Value to HawaiianMiles Members".
99.46 Press release dated August 10, 2004 - "Points International Ltd. Reports
2004 Second Quarter Results".
99.47 Press release dated July 29, 2004 - "Points International Partners with
British Airways (BA), Enabling Executive Club Members Worldwide to Buy
Miles Online".
99.48 Press release dated June 29, 2004 - "Points.com Partners with ACCENT
Training to Offer a New Channel for Customer Loyalty Rewards".
99.49 Press release dated June 24, 2004 - "Frontier Airlines Partners with
Points International".
99.50 Press release dated June 23, 2004 - "assistant(TM)Joins Points
International's Points Exchange".
99.51 Press release dated May 19, 2004 - "Points.com Offers Coffee Lovers the
Ability to Exchange Miles and Other Loyalty Points for Starbucks Cards".
99.52 Press release dated May 10, 2004 - "Points International Appoints Chief
Marketing Officer".
99.53 Press release dated May 7, 2004 - "Points International Ltd. Reports 2004
First Quarter Results".
99.54 Press release dated April 29, 2004 - "Interval International Joins with
Points.com to Offer its Members Unlimited Exchanges on The Points
Exchange".
99.55 Press release dated April 28, 2004 - "S&H greenpoints Joins Points
International's Points Exchange".
99.56 Press release dated April 26, 2004 - "Points International Ltd. Reports
2003 Year End Results".
99.57 Press release dated April 2, 2004 - "Points International Completes
Acquisition of Assets of MilePoint, Inc.".
99.58 Press release dated March 23, 2004 - "eBay and Points International
Enhance Points Exchange Agreement".
99.59 Press release dated March 11, 2004 - "Points International Announces
Agreement to Acquire Assets of MilePoint, Inc. for Cash and Shares".
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99.60 Press release dated March 2, 2004 - "US Airways Joins Points
International's Points Exchange".
99.61 Press release dated February 19, 2004 - "Points International Graduates to
TSX".
99.62 Press release dated February 2, 2004 - "Online Romantics Can Exchange
Loyalty Currency for Valentine's Day Gifts on Points.com".
99.63 Press release dated January 29, 2004 - "Points International Partners with
Scandinavian Airline Systems (SAS), Enabling EuroBonus Members to Buy
Points Online".
CONSENTS
99.64 Consent of Mintz & Partners LLP, Chartered Accountants.
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