U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 40-F/A
(AMENDMENT NO.1)
[ ] 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 000-50393
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NEUROCHEM INC.
(Exact name of Registrant as specified in its charter)
Canada 2834 Not Applicable
(Province or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
275 ARMAND-FRAPPIER BOULEVARD
LAVAL, QUEBEC H7V 4A7, CANADA
(450) 680-4500
(Address and telephone number of Registrant's principal executive offices)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 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 or to be registered pursuant to Section 12(b) of the Act:
None
Securities registered or to be 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
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:
The Registrant had 30,320,419 Common Shares
Outstanding as at December 31, 2004
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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EXPLANATORY NOTE
Neurochem Inc. (the "Registrant") is filing this Amendment No. 1 to its Annual
Report on Form 40-F for the fiscal year ended December 31, 2004, solely to
disclose, as required by the rules of the Nasdaq Stock Market, Inc. ("Nasdaq")
that the Registrant followed Canadian practice with respect to its quorum
requirements in lieu of those required by Nasdaq for the six-month period ended
December 31, 2003 and for the fiscal year ended June 30, 2003. Therefore, the
paragraph titled "Disclosure Pursuant to the Requirements of the Nasdaq National
Market" has been amended to read in its entirety as set forth below.
DISCLOSURE PURSUANT TO THE REQUIREMENTS OF THE NASDAQ NATIONAL MARKET ("NASDAQ")
The Registrant was granted an exemption from Marketplace Rule 4350(f) requiring
each issuer to provide for a quorum at any meeting of the holders of common
stock of no less than 33 1/3% of the outstanding shares of the issuer's common
voting stock. This exemption was granted because Nasdaq's requirements regarding
Marketplace Rule 4350(f) are contrary to generally accepted business practices
in Canada. The foregoing disclosure was inadvertently omitted from the
Registrant's Forms 40-F with respect to the six-month period ended December 31,
2003 and for the fiscal year ended June 30, 2003.
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 required 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 Form F-X.
SIGNATURE
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 amendment to its annual report to be signed on its behalf by
the undersigned, thereto duly authorized.
April 13, 2005
NEUROCHEM INC.
By: /s/ Francesco Bellini
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Dr. Francesco Bellini
Chairman of the Board, President and Chief Executive Officer
EXHIBIT INDEX
NUMBER DOCUMENT
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23. Consent of KPMG LLP. *
31.1 Certification pursuant to Rule 13a-14 or 15d-14 of the
Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Dr. Francesco Bellini). *
31.2 Certification pursuant to Rule 13a-14 or 15d-14 of the
Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Mariano Rodriguez). *
31.3 Certification pursuant to Rule 13a-14 or 15d-14 of the
Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Dr. Francesco Bellini) regarding
Amendment No. 1 to the Annual Report on Form 40-F.
31.4 Certification pursuant to Rule 13a-14 or 15d-14 of the
Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Mariano Rodriguez) regarding
Amendment No. 1 to the Annual Report on Form 40-F.
32.1 Certification pursuant to Title 18, United States Code,
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Dr. Francesco Bellini). *
32.2 Certification pursuant to Title 18, United States Code,
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Mariano Rodriguez). *
99. Code of Ethics (Incorporated by Reference to Exhibit 9 of the
Registrant's annual report on form 40-F for the fiscal year
ended December 31, 2003, filed with the Commission on May 13,
2004). *
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* Previously filed.