UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
[_] Registration Statement pursuant to section 12 of the Securities
Exchange Act of 1934
[X] Annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 2004
Commission File Number: 333-96537
COMPTON PETROLEUM CORPORATION
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(Exact name of Registrant as specified in its charter)
ALBERTA, CANADA
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(Province or other jurisdiction of incorporation or organization)
1311
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(Primary Standard Industrial Classification Code Numbers)
NOT APPLICABLE
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(I.R.S. Employer Identification Number (if applicable))
SUITE 3300, 425-1ST STREET, S.W., CALGARY, ALBERTA, CANADA T2P 3L8
(403) 237-9400
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(Address and telephone number of Registrant's principal executive offices)
CT CORPORATION SYSTEM, 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011
(212) 894-8400
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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: None
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS: 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:
[X] Annual information form [X] Audited annual financial statements
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.
117,353,186 Common Shares outstanding as of December 31, 2004
Indicate by check mark whether the Registrant is furnishing the information
contained in this Form 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 [_] No [X]
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 [_]
VOLUNTARY FILING
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Compton is a "voluntary filer" and files annual reports on Form 40-F, amendments
to such reports and furnishes current information on Form 6-K to the Securities
and Exchange Commission, pursuant to its obligations under its indenture dated
May 8, 2002 relating to its 9.90% Senior Notes due 2009.
PRINCIPAL DOCUMENTS
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The following documents have been filed as part of this Annual Report on Form
40-F:
A. ANNUAL INFORMATION FORM
For the Annual Information Form of Compton Petroleum Corporation ("Compton") for
the year ended December 31, 2004, see Exhibit 20.1 of this Annual Report on Form
40-F.
B. AUDITED ANNUAL FINANCIAL STATEMENTS
For Compton's audited consolidated financial statements for the year ended
December 31, 2004 and 2003, including the auditor's report with respect thereto,
see Exhibit 20.2 of this Annual Report on Form 40-F. For a reconciliation of
important differences between Canadian and United States generally accepted
accounting principles, see Note 18 of the Notes to the audited consolidated
financial statements.
C. MANAGEMENT'S DISCUSSION AND ANALYSIS
For Compton's Management's Discussion and Analysis for the year ended December
31, 2004, see Exhibit 20.3 of this Annual Report on Form 40-F.
CONTROLS AND PROCEDURES
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Compton maintains disclosure controls and other procedures and internal control
over financial reporting designed to ensure that information required to be
disclosed in the reports filed under the Exchange Act, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Commission's rules and forms. Compton's principal executive and financial
officer evaluated the effectiveness of Compton's disclosure controls and
procedures as of the end of the period covered by this report and concluded that
such disclosure controls and procedures are effective for the purpose for which
they were designed as of the end of such period.
It should be noted that while Compton's principal executive officer and
principal financial officer believe that Compton's disclosure controls and
procedures provide a reasonable level of assurance that they are effective, they
do not expect that Compton's disclosure controls and procedures or internal
control over financial reporting will prevent all errors and fraud. A control
system, no matter how well conceived or operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
2
During the fiscal year ended December 31, 2004, there were no changes in
Compton's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, Compton's internal
control over financial reporting.
AUDIT COMMITTEE FINANCIAL EXPERT
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The Board of Directors of Compton has determined that John Thomson is an "audit
committee financial expert" (as defined in paragraph 8(b) of General Instruction
B to Form 40-F) serving on its Audit, Finance and Risk Committee. Pursuant to
paragraph 8(a)(2) of General Instruction B to Form 40-F, the Board has applied
the definition of independence applicable to the audit committee members of the
New York Stock Exchange ("NYSE") listed companies. Mr. Thomson is a corporate
Director and meets the NYSE definition of independence. For a description of Mr.
Thomson's relevant experience in financial matters, see the "Directors and
Officers" section in Compton's Annual Information Form for the year ended
December 31, 2004, which is included as Exhibit 20.1 of this Annual Report on
Form 40-F.
CODE OF BUSINESS CONDUCT AND ETHICS
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Compton's Code of Business Conduct and Ethics holds all of Compton's Directors,
Officers, employees and consultants to high standards of legal and moral conduct
in all areas of operations. In addition to meeting legal and regulatory
requirements, Compton strives to conduct all operations fairly and with
integrity. Compton's Code of Business Conduct and Ethics may be viewed on
Compton's website at www.comptonpetroleum.com.
In 2004, no waivers of or amendments to the Code of Business Conduct and Ethics
were made.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
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Grant Thornton LLP ("Grant Thornton") has been the auditors of Compton since
1996. The aggregate amounts billed by Grant Thornton for each of the last two
fiscal years for audit fees, audit-related fees, tax fees and all other fees,
including expenses, are set forth below. Due to the timing of receipt by the
Company of invoices from Grant Thornton, certain fees allocable to 2003 were not
included in the Company's Annual Report on Form 40-F for the year ended December
31, 2003. The figures presented below for 2003 reflect the inclusion of such
invoices. All amounts are in Canadian dollars.
AUDIT FEES: The aggregate fees billed for each of the last two fiscal years
of Compton ending December 31, 2004 and December 31, 2003, for professional
services rendered by Grant Thornton for the audit of its annual financial
statements or services that are normally provided by Grant Thornton in
connection with statutory and regulatory filings or engagements for those fiscal
years, are $273,270 and $239,558 respectively.
AUDIT-RELATED FEES: The aggregate fees billed for each of the last two
fiscal years of Compton, ending December 31, 2004 and December 31, 2003, for
audit-related services by Grant Thornton relating to the discussion of
accounting matters and reporting to the Trustee regarding compliance with the
Senior Notes Indenture, were $131,315 and $78,490 respectively.
TAX FEES: The aggregate fees billed for each of the last two fiscal years
of Compton, ending December 31, 2004 and December 31, 2003, for professional
services rendered by Grant Thornton for tax-related services consisting of the
review of tax forms were, $7,500 and $7,970 respectively. Compton's Audit,
Finance and Risk Committee approved all of the noted services.
3
ALL OTHER FEES: The aggregate fees billed for each of the last two fiscal
years of Compton ending December 31, 2004 and December 31, 2003, for other
services consisting of the translation of Compton's quarterly and annual reports
into French and discussions regarding the requirements of the Sarbanes-Oxley Act
of 2002, were $53,848 and $29,350 respectively. Compton's Audit, Finance and
Risk Committee pre-approved all of the noted services.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES: The Audit, Finance
and Risk Committee of Compton considered the above fees and determined that they
are reasonable and do not impact the independence of Compton's auditors.
Further, such Committee determined that in order to ensure the continued
independence of the auditors, only very limited non-audit related services would
be provided to Compton by Grant Thornton and in such case, only with the prior
approval of the Audit, Finance and Risk Committee. The Committee has
pre-approved Management to retain Grant Thornton to provide miscellaneous,
minor, non-audit services in circumstances where it is not feasible or practical
to convene a meeting of the Audit, Finance and Risk Committee, subject to an
aggregate limit of $20,000 per quarter.
OFF-BALANCE SHEET ARRANGEMENTS
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See the Management's Discussion and Analysis of Compton for the year ended
December 31, 2004 attached hereto and included herein.
CONTRACTUAL OBLIGATIONS
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See the Management's Discussion and Analysis of Compton for the year ended
December 31, 2004 attached hereto and included herein.
4
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS UNDERTAKING
Compton 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.
CONSENT TO SERVICE OF PROCESS
Compton has previously filed a Form F-40 in connection with the class of
securities in relation to which the obligation to file this report arises.
Any change to the name or address of the agent for service of process of Compton
shall be communicated promptly to the Commission by an amendment to the Form
F-40 referencing the file number of the relevant registration statement.
SIGNATURES
Pursuant to the requirements of the Exchange Act, Compton certifies that it
meets all of the requirements for filing on Form 40-F and has duly caused this
Annual Report to be signed on its behalf by the undersigned, thereto duly
authorized.
Dated this 31st day of March, 2005.
COMPTON PETROLEUM CORPORATION
By: /s/ Norman G. Knecht
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Name: Norman G. Knecht
Title: Vice President, Finance and
Chief Financial Officer
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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20.1 Annual Information Form for the fiscal year ended December 31, 2004.
20.2 Consolidated Financial Statements for the fiscal years ended
December 31, 2004 and 2003.
20.3 Management's Discussion and Analysis for the fiscal year ended
December 31, 2004.
23.1 Consent of Grant Thornton LLP, independent chartered accountants.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
or 15d-14 of the Securities Exchange Act of 1934.
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
or 15d-14 of the Securities Exchange Act of 1934.
32.1 Certification of Chief Executive Officer pursuant to Rule
13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the United
States Code (18 U.S.C. 1350).
32.2 Certification of Chief Financial Officer pursuant to Rule
13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the United
States Code (18 U.S.C. 1350).