______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________________________________________
FORM 20-F/A
(Amendment No.2)
/_/ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
-OR-
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the fiscal year ended January 31, 2004
-OR-
/_/ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period ______ from ______.
Commission File Number: 0-30906
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DataMirror Corporation
(Exact name of Registrant as specified in its Charter)
Ontario
(Jurisdiction of Incorporation)
3100 Steeles Avenue East
Suite 1100
Markham, Ontario, Canada
L3R 8T3
(905) 415-0310
(Address of Registrant's Principal Executive Offices)
______________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Shares,
no par value
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None
Indicate the number of outstanding shares of each class of the issuer's classes
of capital or common stock as of the close of the period covered by the annual
report.
As at January 31, 2004, 11,364,952 Common Shares were issued and outstanding.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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 /_/
Indicate by check mark which financial statement item the registrant has
elected to follow.
Item 17 /X/ Item 18 /_/
EXPLANATORY NOTE
DataMirror Corporation (the "Company") is filing this Amendment No.2 to its
Form 20-F for the fiscal year ended January 31, 2004 solely to disclose that
the Nasdaq Stock Market, Inc. ("Nasdaq") granted the Company an exemption from
Nasdaq's quorum requirements for shareholder meetings.
Nasdaq Exemptions
Nasdaq granted the Company an exemption from its requirement that the minimum
quorum for a shareholder meeting is 33-1/3% of the outstanding common shares of
the Company on the basis that such requirement was not consistent with the
Company's home country practice. The Company's by-laws provide that the quorum
requirements for a meeting of the Company's shareholders are met if there are
"two or more persons present in person, each being a shareholder entitled to
vote thereat or a duly appointed proxyholder or representative for a
shareholder so entitled and together holding shares representing at least 5% of
the voting shares of the Corporation." The Company's quorum requirements comply
with the requirements of the Business Corporations Act (Ontario) and are
consistent with that of other companies with common shares listed on the
Toronto Stock Exchange, the principal exchange of the Company's common shares
in Canada.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for
filing on this Amendment No.2 to Form 20-F and has duly caused and authorized
the undersigned to sign this annual report on its behalf.
March 10, 2005
DATAMIRROR CORPORATION
By: /s/ Peter Cauley
-----------------------------
Name: Peter Cauley
Title: Chief Financial Officer
EXHIBIT INDEX
1.1 Articles of Amalgamation of DataMirror Corporation, as currently in
effect. (1)
1.2 By-laws of DataMirror Corporation, as currently in effect. (1)
2.1 Specimen DataMirror Corporation share certificate. (1)
2.2 DataMirror Shareholder Rights Plan, dated as of May 7, 2002. (1)
4.1 Lease pursuant to which DataMirror Corporation's UK subsidiary
acquired rental space in London, England on November 31, 2001. (1)
4.2 DataMirror Corporation Share Purchase Plan, as currently in effect. (1)
4.3 DataMirror Corporation Executive Stock Compensation Plan, as currently
in effect. (1)
4.4 Employment agreement between DataMirror Corporation and Mr. Nigel
Stokes. (1)
4.5 Employment agreement between DataMirror Corporation and Mr. Kirk
Dixon. (1)
4.6 Employment agreement between DataMirror Corporation and Mr. Herman
Wallenburg. (1)
4.7 Pointbase, Inc. Series E Preferred Stock Purchase Agreement, dated
June 14, 2000. (1)
6.1 Audit Committee Charter (2)
6.2 Compensation Committee Charter (2)
8.1* List of Significant Subsidiaries
11.1 Employee Conduct Policy (2)
12.1* Certifications of CEO and CFO Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
12.2* Certification of CEO and CFO Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
12.3 Certifications of CEO and CFO Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 with respect to Amendment No. 2 to the
Form 20-F.
13.1* Consent of Ernst & Young LLP
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*Previously filed.
(1) Incorporated by reference to the Company's Annual Report on Form 20-F,
filed on June 20, 2002.
(2) Incorporated by reference to the Company's Annual Report on Form 20-F,
filed on June 5, 2003.
Exhibit 12.3
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Nigel Stokes, certify that:
1. I have reviewed this Amendment No. 2 to the annual report on Form
20-F of DataMirror Corporation; and
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report.
Date: March 10, 2005
/s/ Nigel Stokes
------------------------------
Name: Nigel Stokes
Title: Chief Executive Officer
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Peter Cauley, certify that:
1. I have reviewed this Amendment No. 2 to the annual report on Form 20-F
of DataMirror Corporation; and
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report.
Date: March 10, 2005
/s/ Peter Cauley
------------------------------
Name: Peter Cauley
Title: Chief Financial Officer