label int64 1 1 | id stringlengths 10 12 | original_id stringlengths 8 9 | text stringlengths 347 29.5k |
|---|---|---|---|
1 | 172473466_2 | 172473466 | Address of principal executive offices)
Corporation Service Company 251 Little Falls Drive Wilmington, DE19808
Telephone: +1 302 636 5400 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Hugh S. Griffith, Chief Executive Officer NuCana plc
3 Lochside Way Edinburgh EH12 9DT
United Kingdom Telephone: +44 (0)131 357 1111
info@nucana.com (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class American Depositary Shares, each representing one Ordinary Share, nominal value £0.04 per share
Name of each exchange on which registered The Nasdaq Stock Market LLC
Securities registered or to be registered pursuant to Section 12(g) of the Act: None 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 of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 31,811,146 ordinary shares, par value £0.04 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No 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 No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes |
1 | 172473466_3 | 172473466 | by the annual report: 31,811,146 ordinary shares, par value £0.04 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No 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 No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No (not required) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of "accelerated filer," large accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
The term "newor revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
|
1 | 172473466_b0 | 172473466 | Risk
Disclosure Of Financial Instruments [Line Items]
Cash and cash equivalents
£ 72,645,000 251,000
Percentage of increase in foreign exchange rate
1.00%
Reduction in financial assets and liabilities in foreign currencies £ (747,004) £ (30,807)
Financial Instruments Schedule of Financial Assets Subject to Fixed or Variable
Interest Rates (Details) GBP (£)
£ in Thousands
Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014
Disclosure Of Financial Instruments By Type Of Interest Rate [Line Items]
Cash and cash equivalents
£ 86,703 £ 19,990 £ 14,112 £ 18,761
Financial Assets at Fixed Rates
Disclosure Of Financial Instruments By Type Of Interest Rate [Line Items]
Cash and cash equivalents
51,745
5,000
Financial Assets at Variable Rates
Disclosure Of Financial Instruments By Type Of Interest Rate [Line Items]
Cash and cash equivalents
£ 13,708 £ 14,433
Financial Instruments Summary of Financial Assets
and Liabilities in Foreign Currencies (Details) - GBP
(£) £ in Thousands
Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014
Financial assets
Prepayments, accrued income and other receivables £ 3,050 £ 3,634
Current income tax receivable
4,225
2,195
£ 1,182
Cash and cash equivalents
86,703
19,990
£ 14,112 £ 18,761
Financial liabilities
Trade payables
1,120
728
Payroll taxes and social security
157
61
Accrued expenditure
1,640
1,184
Currency Risk
Financial assets
Prepayments, accrued income and other receivables 2,656
3,068
Current income tax receivable
18
54
Cash and cash equivalents
72,645
251
Financial liabilities
Trade payables
148
126
Payroll taxes and social security
3
Accrued expenditure
£ 468
£ 167
|
1 | 172473466_b1 | 172473466 |
Cash, Cash Equivalents and Short-Term Deposits Schedule of Cash, Cash
Equivalents and Short-Term Deposits (Detail) - GBP (£)
£ in Thousands
Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014
Cash And Cash Equivalents [Abstract]
Cash and cash equivalents
£ 86,703 £ 19,990 £ 14,112 £ 18,761
Financial Instruments Additional Information
(Details) - GBP (£)
12 Months Ended Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014
Disclosure Of Financial Instruments [Line Items]
Cash and cash equivalents
£ 86,703,000 £ 19,990,000 £ 14,112,000 £ 18,761,000
Interest Rate Risk
Disclosure Of Financial Instruments [Line Items]
Cash and cash equivalents
£ 86,700,000 20,000,000
Increase in interest rates
0.50%
Increase in interest income on cash and cash equivalents £ 327,261 97,165
Currency Risk
Disclosure Of Financial Instruments [Line Items]
Cash and cash equivalents
£ 72,645,000 251,000
Percentage of increase in foreign exchange rate
1.00%
Reduction in financial assets and liabilities in foreign currencies £ (747,004) £ (30,807)
Financial Instruments Schedule of Financial Assets Subject to Fixed or Variable
Interest Rates (Details) GBP (£)
£ in Thousands
Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014
Disclosure Of Financial Instruments By Type Of Interest Rate [Line Items]
Cash and cash equivalents
£ 86,703 £ 19,990 £ 14,112 £ 18,761
Financial Assets at Fixed Rates
Disclosure Of Financial Instruments By Type Of Interest Rate [Line Items]
Cash and cash equivalents
51,745
5,000
Financial Assets at Variable Rates
Disclosure Of Financial Instruments By Type Of Interest Rate [Line Items]
Cash and cash equivalents
£ 13,708 £ 14,433
Financial Instruments Summary of Financial Assets
and Liabilities in Foreign Currencies (Details |
1 | 172481537_0 | 172481537 | Yandex N.V.
Form 20-F
Filed on 27-Mar-2018 Period 31-Dec-2017 Accession number: 0001513845-18-000013
Included Items
1. 20-F 2. EX-1.1 3. EX-4.2 4. EX-4.3 5. EX-4.4 6. EX-4.5 7. EX-4.6 8. EX-8.1 9. EX-12.1 10. EX-12.2 11. EX-13.1 12. EX-15.1 13. EX-15.2 14. EX-16 15. XBRL (render)
TABLE OF CONTENTS YANDEX N.V. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents
(Mark One)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
REGISTRATION STATEMENTPURSUANTTOSECTION 12(b) OR (g) OFTHESECURITIESEXCHANGEACTOF1934 OR
ANNUALREPORTPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934 For the fiscal year endedDecember 31, 2017 OR
TRANSITION REPORTPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934 For the transitionperiodfrom to OR
SHELLCOMPANYPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934 Date of event requiring this shell companyreport
Commission file number: 001-35173
YANDEX N.V.
(Exact name of Registrant as specified in its charter) N/A
(Translation of Registrant's name in English) The Netherlands
(Jurisdiction of incorporation or organization) Schiphol Boulevard 165
Schiphol P7 1118 BG, The Netherlands (Address of principal executive offices)
Arkady Volozh, Chief Executive Officer Schiphol Boulevard 165
Schiphol 1118 BG, The Netherlands Telephone: +31 20-206-6970 Facsimile: +31 20-446-6372 Email: askIR@ |
1 | 172481537_1 | 172481537 | ORTPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934 For the fiscal year endedDecember 31, 2017 OR
TRANSITION REPORTPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934 For the transitionperiodfrom to OR
SHELLCOMPANYPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934 Date of event requiring this shell companyreport
Commission file number: 001-35173
YANDEX N.V.
(Exact name of Registrant as specified in its charter) N/A
(Translation of Registrant's name in English) The Netherlands
(Jurisdiction of incorporation or organization) Schiphol Boulevard 165
Schiphol P7 1118 BG, The Netherlands (Address of principal executive offices)
Arkady Volozh, Chief Executive Officer Schiphol Boulevard 165
Schiphol 1118 BG, The Netherlands Telephone: +31 20-206-6970 Facsimile: +31 20-446-6372 Email: askIR@yandex-team.ru
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
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
Class A Ordinary Shares
NASDAQ Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. Class A Ordinary Shares
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stockas of the close of the period covered by the Annual Report.(1)
Title of each class
Number of shares outstanding
Class A Class B
285,612,556 40,692,286
Indicate by checkmarkif the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by checkmarkif the registrant is not required to file reports pursuant to Section |
1 | 172481537_2 | 172481537 | yandex-team.ru
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
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
Class A Ordinary Shares
NASDAQ Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. Class A Ordinary Shares
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stockas of the close of the period covered by the Annual Report.(1)
Title of each class
Number of shares outstanding
Class A Class B
285,612,556 40,692,286
Indicate by checkmarkif the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by checkmarkif the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Note--checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by checkmarkwhether 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 No
Indicate by checkmarkwhether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by checkmarkwhether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging |
1 | 172481537_3 | 172481537 | 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Note--checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by checkmarkwhether 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 No
Indicate by checkmarkwhether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by checkmarkwhether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmarkif the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by checkmarkwhich basis of accounting the registrant has used to prepared the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If "Other" has been checked in response to the previous question, indicate by checkmarkwhich financial statement item the registrant has elected to follow. Item 17 Item 18 |
1 | 172481537_b0 | 172481537 | ,522 5,134,522
RosTaxi
Subsequent events
Cash consideration for acquisition of the entity |
500
Class A
Subsequent events
Ordinary shares, shares issued
289,364,467 289,364,467
285,019,019
Subsequent event | RosTaxi
Subsequent events
Contingent consideration paid
$ 8.7 500
Subsequent event | MLU B.V.
Subsequent events
Cash consideration for acquisition of the entity
$ 100.0 5,722
Ownership interest acquired (as a percent)
63.03% 63.03%
Subsequent event | MLU B.V. | UBER
Subsequent events
Cash consideration for acquisition of the entity
$
225.0
12,874
Ownership interest acquired (as a percent)
35.93% 35.93%
Additional ownership percentage acquired (as a percent)
2.03
Subsequent event | MLU B.V. | Yandex Taxi Group
Subsequent events
Ownership interest acquired (as a percent)
1.04%
1.04%
Subsequent event | Class A | Maximum | RSUs
Subsequent events
Awards granted (in shares)
2,777,312 2,777,312
Subsequent event | Class A | RosTaxi
Subsequent events
Ordinary shares, shares issued
259,560
Subsequent event | Class A | MLU B.V. | UBER
Subsequent events
Ordinary shares, shares issued
1,527,507
Label
Element
Value
Noncontrolling Interest [Member]
Temporary Equity, Decrease In Ownership In Subsidiaries yndx_TemporaryEquityDecreaseInOwnershipInSubsidiaries (221,000,000)
Temporary Equity, net Loss
us-gaap_TemporaryEquityNetIncome
(15,000,000)
Temporary Equity, Change In Fair Value
yndx_TemporaryEquityChangeInFairValue
1,300,000,000
|
1 | 172481537_b1 | 172481537 | 0
143.0
Receivable amount
$ 2.7
47.0
158.0
1 Months Ended
12 Months Ended
SUBSEQUENT EVENTS (Details)
in Millions, $ in Millions
Feb. 07, 2018 USD ($)
Feb. 07, 2018 RUB ()
Jan. 15, 2015 RUB ()
Feb. 28, 2018
USD ($) shares
Feb. 28, 2018
RUB () shares
Dec. 31, 2017
USD ($) shares
Dec. 31, 2017
RUB () shares
Dec. Mar. Mar. Mar. Mar. 31, 23, 23, 31, 31, 2015 2018 2018 2017 2017 RUB USD RUB USD RUB () ($) () ($) ()
Dec. 31, 2016 shares
Subsequent events
Designated as hedging instrument
$ 80.4
$ $ 80.4 4,572 102.8 5,976
Cash consideration for acquisition of the entity
$ 15.9 918 398
RSUs
Subsequent events
Awards granted (in shares)
5,134,522 5,134,522
RosTaxi
Subsequent events
Cash consideration for acquisition of the entity |
500
Class A
Subsequent events
Ordinary shares, shares issued
289,364,467 289,364,467
285,019,019
Subsequent event | RosTaxi
Subsequent events
Contingent consideration paid
$ 8.7 500
Subsequent event | MLU B.V.
Subsequent events
Cash consideration for acquisition of the entity
$ 100.0 5,722
Ownership interest acquired (as a percent)
63.03% 63.03%
Subsequent event | MLU B.V. | UBER
Subsequent events
Cash consideration for acquisition of the entity
$
225.0
12,874
Ownership interest acquired (as a percent)
35.93% 35.93%
Additional ownership percentage acquired (as a percent)
2.03
Subsequent event | MLU B.V. | Yandex Taxi Group
Subsequent events |
1 | 172484866_0 | 172484866 | Ascendis Pharma A/S
Form 20-F
Filed on 28-Mar-2018 Period 31-Dec-2017 Accession number: 0001193125-18-099514
Included Items
1. 20-F: FORM 20-F 2. EX-4.9 3. EX-4.10 4. EX-8.1 5. EX-12.1 6. EX-12.2 7. EX-13.1 8. EX-13.2 9. EX-15.1 10. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
OR
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number: 001-36815
Ascendis Pharma A/S
(Exact name of Registrant as specified in its charter and translation of Registrant's name into English)
The Kingdom of Denmark
(Jurisdiction of incorporation or organization)
Tuborg Boulevard 5 DK-2900 Hellerup, Denmark
(Address of principal executive offices)
Jan Møller Mikkelsen President and Chief Executive Officer
Tuborg Boulevard 5 DK-2900 Hellerup, Denmark Telephone: +45 70 22 22 44
Fax: +45 36 94 40 10
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
American Depositary Shares, each representing one ordinary share, nominal value DKK 1 per share
Ordinary |
1 | 172484866_1 | 172484866 | EXCHANGE ACT OF 1934
For the transition period from
to
OR
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number: 001-36815
Ascendis Pharma A/S
(Exact name of Registrant as specified in its charter and translation of Registrant's name into English)
The Kingdom of Denmark
(Jurisdiction of incorporation or organization)
Tuborg Boulevard 5 DK-2900 Hellerup, Denmark
(Address of principal executive offices)
Jan Møller Mikkelsen President and Chief Executive Officer
Tuborg Boulevard 5 DK-2900 Hellerup, Denmark Telephone: +45 70 22 22 44
Fax: +45 36 94 40 10
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
American Depositary Shares, each representing one ordinary share, nominal value DKK 1 per share
Ordinary shares, nominal value DKK 1 per share*
Name of each exchange on which registered
The NASDAQ Stock Market LLC
The NASDAQ Stock Market LLC*
* Not for trading, but only in connection with the registration of the American Depositary Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: None 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 of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
36,984,292 ordinary shares (as of December 31, 2017)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of |
1 | 172484866_2 | 172484866 | shares, nominal value DKK 1 per share*
Name of each exchange on which registered
The NASDAQ Stock Market LLC
The NASDAQ Stock Market LLC*
* Not for trading, but only in connection with the registration of the American Depositary Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: None 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 of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
36,984,292 ordinary shares (as of December 31, 2017)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
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 No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant |
1 | 172484866_3 | 172484866 | 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 No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to section 13(a) of the Exchange Act.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Table of Contents
TABLEOF CONTENTS
Page
General
1
Special Note Regarding Forward-Looking Statements
1
PART I
Item 1
Identity of Directors, Senior Management and Advisers
2
Item 2
Offer Statistics and Expected Timetable
2
Item 3
Key Information
2
Item 4
Information on |
1 | 172484866_b0 | 172484866 | L.P., USA
Entities affiliated with FMR LLC [member]
| USA [member]
Disclosure of beneficial ownership [line items]
Minimum beneficial ownership
Entities affiliated with FMR LLC, USA
Baker Bros. advisors LP [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
Baker Bros. Advisors LP, USA
Sofinnova venture partners IXLP [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
Sofinnova Venture Partners IX, L.P., USA
Entities Affiliated With Vivo Capital [Member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
Entities affiliated with Vivo Capital, USA
EcoR1 Capital, LLC [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
Entities affiliated with EcoR1 Capital, LLC, USA
Subsequent Events Additional Information (Detail) - ADSs [member] Major ordinary share transactions [member] $ / shares in Units, in
Feb. 26, 2018 EUR () shares
Feb. 26, 2018 USD ($) shares
Feb. 21, 2018 $ / shares shares
Feb. 22, 2018 shares
Millions, $ in Millions
Disclosure of non-adjusting events after reporting period [line items]
Number of shares, follow-on offering
3,947,368
Follow-on public offering price | $ / shares
$ 57.00
Share purchase price per share follow on offering | $ / shares
$ 53.58
Option to purchase additional number of fully paid shares follow-on offering
592,105
Underwriters right to purchase shares
30 days
Number of shares issued public offering
4,539,473 4,539,473
Proceeds from issuance of public offering
196.8 $ 242.5
Top of range [member]
Disclosure of non-adjusting events after reporting period [line items]
Additional number of shares granted follow-on offering
592,105
|
1 | 172484866_b1 | 172484866 | items]
Profit or loss before tax
116
84
Equity
116
84
Ownership - Additional Information (Detail)
12 Months Ended Dec. 31, 2017
Disclosure of beneficial ownership [line
items]
Minimumbeneficial ownership percentage 5.00%
Description of nature of related party relationship
Persons, or groups of affiliated persons, are known by us to beneficially own more than 5% of our outstanding ordinary shares
Description of American depository shares The Company's American Depository Shares are held through BNY (Nominees) Limited as nominee, of The Bank of New York Mellon, UK (as registered holder of the Company's outstanding ADSs).
Entities affiliated with RA capital
management LLC [member] | USA
[member]
Disclosure of beneficial ownership [line items]
Minimum beneficial ownership
Entities affiliated with RA Capital Management, LLC, USA
Orbi med private investments VLP
[member] | USA [member]
Disclosure of beneficial ownership [line items]
Minimum beneficial ownership
OrbiMed Private Investments V, L.P., USA
Entities affiliated with FMR LLC [member]
| USA [member]
Disclosure of beneficial ownership [line items]
Minimum beneficial ownership
Entities affiliated with FMR LLC, USA
Baker Bros. advisors LP [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
Baker Bros. Advisors LP, USA
Sofinnova venture partners IXLP [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
Sofinnova Venture Partners IX, L.P., USA
Entities Affiliated With Vivo Capital [Member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
Entities affiliated with Vivo Capital, USA
EcoR1 Capital, LLC [member] | USA [member]
Disclosure of beneficial ownership [line
items]
Minimum beneficial ownership
Entities affiliated with EcoR1 Capital, LLC, USA
Subsequent Events Additional Information (Detail) - |
1 | 172486115_0 | 172486115 | BP PLC
Form 20-F
Filed on 29-Mar-2018 Period 31-Dec-2017 Accession number: 0001628280-18-003778
Included Items
1. 20-F 2. EX-7: EXHIBIT 7 3. EX-12: EXHIBIT 12 4. EX-13: EXHIBIT 13 5. EX-15.1: EXHIBIT 15.1 6. EX-15.2: EXHIBIT 15.2 7. EX-15.6: EXHIBIT 15.6 8. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 31 December 2017 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-6262
BP p.l.c.
(Exact name of Registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization)
1 St James's Square, London SW1Y4PD United Kingdom
(Address of principal executive offices)
Dr Brian Gilvary BP p.l.c.
1 St James's Square, London SW1Y4PD United Kingdom
Tel +44 (0) 20 7496 5311 Fax +44 (0) 20 7496 4573
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act
Title of each class Ordinary Shares of 25c each Floating Rate Guaranteed Notes due May 2018 Floating Rate Guaranteed Notes due August 2018 Floating Rate Guaranteed Notes due September 2018 Floating Rate Guaranteed Notes due 2019 Floating Rate Guaranteed Notes due 2021 Floating Rate Guarant |
1 | 172486115_1 | 172486115 | ITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-6262
BP p.l.c.
(Exact name of Registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization)
1 St James's Square, London SW1Y4PD United Kingdom
(Address of principal executive offices)
Dr Brian Gilvary BP p.l.c.
1 St James's Square, London SW1Y4PD United Kingdom
Tel +44 (0) 20 7496 5311 Fax +44 (0) 20 7496 4573
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act
Title of each class Ordinary Shares of 25c each Floating Rate Guaranteed Notes due May 2018 Floating Rate Guaranteed Notes due August 2018 Floating Rate Guaranteed Notes due September 2018 Floating Rate Guaranteed Notes due 2019 Floating Rate Guaranteed Notes due 2021 Floating Rate Guaranteed Notes due 2022 1.375% Guaranteed Notes due 2018 2.241% Guaranteed Notes due 2018 4.750% Guaranteed Notes due 2019 2.237% Guaranteed Notes due 2019 1.676% Guaranteed Notes due 2019 1.768% Guaranteed Notes due 2019 2.315% Guaranteed Notes due 2020 2.521% Guaranteed Notes due 2020 4.500% Guaranteed Notes due 2020 4.742% Guaranteed Notes due 2021 3.561% Guaranteed Notes due 2021 2.112% Guaranteed Notes due 2021 2.500% Guaranteed Notes due 2022 2.520% Guaranteed Notes due 2022 3.245% Guaranteed Notes due 2022 3.062% Guaranteed Notes due 2022 2.750% Guaranteed Notes due 2023 3.216% Guaranteed Notes due 2023 3.994% Guaranteed Notes due 2023 3.535% Guaranteed Notes due 2024 3.814% Guaranteed Notes due 2024 3.224% Guaranteed Notes due 2024 3.506% Guaranteed Notes due 2025 3.119% Guaranteed Notes due 2026 3.017% Guaranteed Notes due 2027 3.279% Guaranteed Notes due 2027 3.588% Guaranteed Notes |
1 | 172486115_2 | 172486115 | eed Notes due 2022 1.375% Guaranteed Notes due 2018 2.241% Guaranteed Notes due 2018 4.750% Guaranteed Notes due 2019 2.237% Guaranteed Notes due 2019 1.676% Guaranteed Notes due 2019 1.768% Guaranteed Notes due 2019 2.315% Guaranteed Notes due 2020 2.521% Guaranteed Notes due 2020 4.500% Guaranteed Notes due 2020 4.742% Guaranteed Notes due 2021 3.561% Guaranteed Notes due 2021 2.112% Guaranteed Notes due 2021 2.500% Guaranteed Notes due 2022 2.520% Guaranteed Notes due 2022 3.245% Guaranteed Notes due 2022 3.062% Guaranteed Notes due 2022 2.750% Guaranteed Notes due 2023 3.216% Guaranteed Notes due 2023 3.994% Guaranteed Notes due 2023 3.535% Guaranteed Notes due 2024 3.814% Guaranteed Notes due 2024 3.224% Guaranteed Notes due 2024 3.506% Guaranteed Notes due 2025 3.119% Guaranteed Notes due 2026 3.017% Guaranteed Notes due 2027 3.279% Guaranteed Notes due 2027 3.588% Guaranteed Notes due 2027 3.723% Guaranteed Notes due 2028
Name of each exchange on which registered NewYork Stock Exchange* NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange
* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
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 of the issuer's classes of capital or common |
1 | 172486115_3 | 172486115 | due 2027 3.723% Guaranteed Notes due 2028
Name of each exchange on which registered NewYork Stock Exchange* NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange NewYork Stock Exchange
* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
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 of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
Ordinary Shares of 25c each Cumulative First Preference Shares of £1 each Cumulative Second Preference Shares of £1 each
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
21,288,193,071 7,232,838 5,473,414
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Note--Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
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 |
1 | 172486115_b0 | 172486115 | used in) investing activities
(227)
(699)
(925)
Net cash provided by (used in) financing activities
0
0
0
Currency translation differences relating to cash and cash equivalents 0
0
0
Increase (decrease) in cash and cash equivalents
0
0
0
Cash and cash equivalents at beginning of year
0
0
0
Cash and cash equivalents at end of year
0
0
0
Reportable Legal Entities | Guarantor
Disclosure Of Condensed Financial Statements [Line Items]
Net cash provided by operating activities
6,456
4,661
6,628
Net cash provided by (used in) investing activities
0
0
0
Net cash provided by (used in) financing activities
(6,496) (4,611) (6,659)
Currency translation differences relating to cash and cash equivalents 0
0
0
Increase (decrease) in cash and cash equivalents
(40)
50
(31)
Cash and cash equivalents at beginning of year
50
0
31
Cash and cash equivalents at end of year
10
50
0
Reportable Legal Entities | Other subsidiaries
Disclosure Of Condensed Financial Statements [Line Items]
Net cash provided by operating activities
12,248
5,331
11,580
Net cash provided by (used in) investing activities
(13,850) (14,054) (16,375)
Net cash provided by (used in) financing activities
3,200
6,588
2,124
Currency translation differences relating to cash and cash equivalents 544
(820)
(672)
Increase (decrease) in cash and cash equivalents
2,142
(2,955) (3,343)
Cash and cash equivalents at beginning of year
23,434
26,389
29,732
Cash and cash equivalents at end of year
$ 25,576 $ 23,434 $ 26,389
|
1 | 172486115_b1 | 172486115 | 31, 2016 Dec. 31, 2015
Disclosure Of Condensed Financial Statements [Line Items]
Net cash provided by operating activities
$ 18,931 $ 10,691 $ 19,133
Net cash provided by (used in) investing activities
(14,077) (14,753) (17,300)
Net cash provided by (used in) financing activities
(3,296) 1,977
(4,535)
Currency translation differences relating to cash and cash equivalents 544
(820)
(672)
Increase (decrease) in cash and cash equivalents
2,102
(2,905) (3,374)
Cash and cash equivalents at beginning of year
23,484
26,389
29,763
Cash and cash equivalents at end of year
25,586
23,484
26,389
Reportable Legal Entities | Issuer
Disclosure Of Condensed Financial Statements [Line Items]
Net cash provided by operating activities
227
699
925
Net cash provided by (used in) investing activities
(227)
(699)
(925)
Net cash provided by (used in) financing activities
0
0
0
Currency translation differences relating to cash and cash equivalents 0
0
0
Increase (decrease) in cash and cash equivalents
0
0
0
Cash and cash equivalents at beginning of year
0
0
0
Cash and cash equivalents at end of year
0
0
0
Reportable Legal Entities | Guarantor
Disclosure Of Condensed Financial Statements [Line Items]
Net cash provided by operating activities
6,456
4,661
6,628
Net cash provided by (used in) investing activities
0
0
0
Net cash provided by (used in) financing activities
(6,496) (4,611) (6,659)
Currency translation differences relating to cash and cash equivalents 0
0
0
Increase (decrease) in cash and cash equivalents
(40)
|
1 | 172487603_0 | 172487603 | CGG
Form 20-F
Filed on 29-Mar-2018 Period 31-Dec-2017 Accession number: 0001193125-18-101439
Included Items
1. 20-F 2. EX-1.1 3. EX-8 4. EX-12.1 5. EX-12.2 6. EX-13.1 7. EX-13.2 8. EX-15.1 9. XBRL (render)
Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THESECURITIES EXCHANGEACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGEACT OF 1934
For the Fiscal Year Ended December 31, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGEACT OF 1934
OR
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGEACT OF 1934
Date of Event Requiring this Shell Company Report
Commission File Number 001-14622
CGG
(Exact name of registrant as specified in its charter)
CGG
(Translation of registrant's name into English)
Republic of France
(Jurisdiction of incorporation or organization)
Tour Maine Montparnasse 33, avenue du Maine 75015 Paris France
(Address of principal executive offices)
Stephane-Paul Frydman Chief Financial Officer
CGG Tour Maine Montparnasse
33, avenue du Maine 75015 Paris France tel: +33 (0) 16467 4500 fax: +33 (0) 16447 3429 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class American Depositary Shares representing Ordinary Shares, nominal value 0.80 per share
Name of each exchange on which registered New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
(Title of class |
1 | 172487603_1 | 172487603 | ECURITIES EXCHANGEACT OF 1934
Date of Event Requiring this Shell Company Report
Commission File Number 001-14622
CGG
(Exact name of registrant as specified in its charter)
CGG
(Translation of registrant's name into English)
Republic of France
(Jurisdiction of incorporation or organization)
Tour Maine Montparnasse 33, avenue du Maine 75015 Paris France
(Address of principal executive offices)
Stephane-Paul Frydman Chief Financial Officer
CGG Tour Maine Montparnasse
33, avenue du Maine 75015 Paris France tel: +33 (0) 16467 4500 fax: +33 (0) 16447 3429 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class American Depositary Shares representing Ordinary Shares, nominal value 0.80 per share
Name of each exchange on which registered New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
(Title of class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None (Title of class)
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.
22,133,149 Ordinary Shares, nominal value 0.80 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Note -- checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those
sections.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during |
1 | 172487603_2 | 172487603 | ) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None (Title of class)
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.
22,133,149 Ordinary Shares, nominal value 0.80 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Note -- checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those
sections.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).** Yes No
** This requirement is not currently applicable to the registrant.
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 No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of " accelerated filer," large
accelerated filer," and " emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check |
1 | 172487603_3 | 172487603 | the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).** Yes No
** This requirement is not currently applicable to the registrant.
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 No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of " accelerated filer," large
accelerated filer," and " emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
The term " new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: US GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board Other
If " other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Table of Contents
PRESENTATION OF INFORMATION
Unless the context otherwise requires, "CGG" refers to CGGS.A., and "we", "us", "our" and "Group" refers to CGGS.A. and its subsidiaries.
References to |
1 | 172487603_b0 | 172487603 | ) (22.5) (1,191.0) (2,941.2) (3,834.8) (265.6) 40.4 119.0 (560.3) 607.0 (199.7) 122.6 78.5 6.1 $ (7.5)
4,083.0 693.6 219.8 1,053.4 1,966.8 2,116.2 1,554.1 (410.6) (368.8) 1.9 (385.3) 119.6 (346.0) 217.4 155.3 146.3
(288.9) (182.6) (4,869.2) (2,156.8) (1,297.9) (8,795.4) (2,153.8) (40.5) (1,362.0) (3,556.3) (5,239.1) (940.8) 46.0 (122.2) (209.2) 516.7 (547.8) 8.6 535.6 $ 3.6
4,654.1 898.0 205.4 1,489.2 2,592.6 2,061.5 2,713.5 (616.0) 856.3 0.5 824.0 869.3 938.8 (1,795.2) 142.4 155.3
(277.2) (193.3) (5,222.3) (2,009.9) (1,477.8) (9,180.5) (2,022.7) (13.2) (1,736.4) (3,772.3) (5,408.2) (1,537.1) 58.9 (1,170.1) 2,078.3 (327.1) (2,344.3) (70.4) 2,436.1 $ (21.4)
[1] On completion of the financial restructuring on February 21, 2018, equity was increased by c. US$2.05 billion including a c.US$0.75 billion positive net income impact arising mainly from the equitization of unsecured senior debt. See note 2.
|
1 | 172487603_b1 | 172487603 | equivalents at beginning of year Cash and cash equivalents at end of period Consolidation Adjustments [Member] Disclosure of information about consolidated structured entities [Line Items] Intangible assets (including multi-client surveys) Property, plant and equipment Investment in affiliates Other non-current assets Current assets TOTAL ASSETS Aggregate outstanding principal amount of notes Other non-current liabilities (excluding financial debt) Current liabilities (excluding current portion of debt) Total liabilities (excluding equity) Equity Operating revenues Depreciation and amortization Operating income (loss) Equity in income of affiliates Net income (loss) Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Effect of exchange rates on cash Impact of changes in consolidation scope
3,109.9 288.9 171.4 953.6 1,413.9 1,696.0 1,097.9 (350.2) (210.5) 1.6 (314.6) 204.3 (220.9) 119.1 146.3 248.8
(293.4) (151.7) (3,373.4) (1,772.2) (1,185.3) (6,776.0) (1,727.7) (22.5) (1,191.0) (2,941.2) (3,834.8) (265.6) 40.4 119.0 (560.3) 607.0 (199.7) 122.6 78.5 6.1 $ (7.5)
4,083.0 693.6 219.8 1,053.4 1,966.8 2,116.2 1,554.1 (410.6) (368.8) 1.9 (385.3) 119.6 (346.0) 217.4 155.3 146.3
(288.9) (182.6) (4,869.2) (2,156.8) (1,297.9) (8,795.4) (2,153.8) (40.5) (1,362.0) (3,556.3) (5,239.1) (940.8) 46.0 (122.2) (209.2) 516.7 (547.8) 8.6 535.6 $ 3.6
4 |
1 | 172489011_0 | 172489011 | Voxeljet AG
Form 20-F
Filed on 29-Mar-2018 Period 31-Dec-2017 Accession number: 0001558370-18-002561
Included Items
1. 20-F 2. EX-8.1 3. EX-12.1 4. EX-12.2 5. EX-13.1 6. EX-13.2 7. EX-15.1 8. XBRL (render)
Table of Contents
As filedwiththe Securities andExchange CommissiononMarch29, 2018
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, D.C. 20549
FORM20 F
(Mark One)
REGISTRATIONSTATEMENTPURSUANTTOSECTION12(b) OR(g) OFTHESECURITIESEXCHANGEACTOF1934
OR
ANNUALREPORTPURSUANTTOSECTION13OR15(d) OFTHESECURITIESEXCHANGEACTOF1934
For the fiscal year ended December 31, 2017
OR
TRANSITIONREPORTPURSUANTTOSECTION13OR15(d) OFTHESECURITIESEXCHANGEACTOF1934
OR
SHELLCOMPANYREPORTPURSUANTTOSECTION13OR15(d) OFTHESECURITIESEXCHANGEACTOF1934
Commission file number 001 36130
voxeljet AG
(Exact name ofRegistrant as specified in its charter)
Not Applicable (Translation ofRegistrant's name into English)
Federal Republic of Germany (Jurisdiction ofincorporation or organization)
Paul LenzStraße 1a 86316 Friedberg, Germany (Address ofprincipal executive offices)
Rudolf Franz, Telephone: (49) 821 7843 100, Facsimile: (49) 821 7843 111, Address: Paul LenzStraße 1a, 86316 Friedberg, Germany
(Name, Telephone, E mail and/or Facsimile number and Address ofCompany Contact Person)
Securities registered or to be registered pursuant to Section 12(b) ofthe Act.
Title of each class American Depositary Shares each representing one fifth of an ordinary share |
1 | 172489011_1 | 172489011 | 15(d) OFTHESECURITIESEXCHANGEACTOF1934
OR
SHELLCOMPANYREPORTPURSUANTTOSECTION13OR15(d) OFTHESECURITIESEXCHANGEACTOF1934
Commission file number 001 36130
voxeljet AG
(Exact name ofRegistrant as specified in its charter)
Not Applicable (Translation ofRegistrant's name into English)
Federal Republic of Germany (Jurisdiction ofincorporation or organization)
Paul LenzStraße 1a 86316 Friedberg, Germany (Address ofprincipal executive offices)
Rudolf Franz, Telephone: (49) 821 7843 100, Facsimile: (49) 821 7843 111, Address: Paul LenzStraße 1a, 86316 Friedberg, Germany
(Name, Telephone, E mail and/or Facsimile number and Address ofCompany Contact Person)
Securities registered or to be registered pursuant to Section 12(b) ofthe Act.
Title of each class American Depositary Shares each representing one fifth of an ordinary share
Ordinary shares, 1.00 nominal value per share*
Name of each exchange on which registered New YorkStockExchange LLC New YorkStockExchange LLC*
* Not for trading purposes, but only in connection with the registration ofAmerican Depositary Shares pursuant to the requirements ofthe Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) ofthe Act. None (Title ofClass) Securities registered for which there is a reporting obligation pursuant to Section 15(d) ofthe Act. None (Title ofClass) Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital or common stock as ofthe close ofthe period covered by the annual report.
Ordinaryshares: 3,720,000
Indicate by check mark ifthe registrant is a well known seasoned issuer, as defined in Rule 405 ofthe Securities Act.
Yes No
Ifthis report is an annual or transition report, indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934.
Yes No
Indicate by check mark whether the registrant (1) has |
1 | 172489011_2 | 172489011 |
Ordinary shares, 1.00 nominal value per share*
Name of each exchange on which registered New YorkStockExchange LLC New YorkStockExchange LLC*
* Not for trading purposes, but only in connection with the registration ofAmerican Depositary Shares pursuant to the requirements ofthe Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) ofthe Act. None (Title ofClass) Securities registered for which there is a reporting obligation pursuant to Section 15(d) ofthe Act. None (Title ofClass) Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital or common stock as ofthe close ofthe period covered by the annual report.
Ordinaryshares: 3,720,000
Indicate by check mark ifthe registrant is a well known seasoned issuer, as defined in Rule 405 ofthe Securities Act.
Yes No
Ifthis report is an annual or transition report, indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934.
Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of1934 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
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, ifany, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S T(§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or an emerging growth company. See definition of" accelerated filer," "large accelerated filer" and
" emerging growth company" in Rule 12b 2 ofthe Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non accelerated filer
Emerging growth company
Indicate by check mark which basis ofaccount |
1 | 172489011_3 | 172489011 | filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of1934 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
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, ifany, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S T(§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or an emerging growth company. See definition of" accelerated filer," "large accelerated filer" and
" emerging growth company" in Rule 12b 2 ofthe Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non accelerated filer
Emerging growth company
Indicate by check mark which basis ofaccounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If" Other" has been checked in response to the previous question, indicate by check mark which financial statement itemthe registrant has elected to follow.
Item17 Item18
Ifthis is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 ofthe Exchange Act).
Yes No
(APPLICABLE ONLY TO ISSUERSINVOLVED IN BANKRUPTCY PROCEEDINGSDURING THE PASTFIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) ofthe Securities Exchange Act of1934 subsequent to the distribution ofsecurities under a plan confirmed by a court.
Yes No
Table of Contents
TABLEOF CONTENTS
PART I
ITEM 1. IDENTITYOF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
3
|
1 | 172489011_b0 | 172489011 | 2017 2017 2015 2015
in Millions, ¥ in Millions CNY(¥) EUR () CNY(¥) EUR () CNY(¥) EUR () CNY(¥) EUR () CNY(¥) EUR () CNY(¥) EUR ()
Commitments, contingent
assets and liabilities
Capital commitments
¥ 6.2 0.8
Meimai
Commitments, contingent assets and liabilities
Capital commitments
¥ 19.2 2.6
Capital contribution payment ¥ 3.5 0.4 ¥ 1.6 0.2 ¥ 1.4 0.2 ¥ 6.5 0.9
Related party transactions -
12 Months Ended
Key Management (Details) -
EUR ()
Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2015
in Thousands
Related party transactions
Fixed compensation
778
644
506
Variable compensation
231
Total
1,009 644
506
Related party transactions Other (Details) - EUR ()
in Thousands
12 Months Ended Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2015 Dec. 31, 2014
Schlosserei und Metallbau Ederer, Dießen
Related parties
Acquired goods
15
15
38
Office space Augsburg, Germany | Franz Industriebeteiligungen AG, Augsburg
Related parties
Rent expense
2
2
2
Use of paintings in administrative building | Schlosserei und Metallbau Ederer, Dießen
Related parties
Rent expense
2
2
2
12 Months Ended
Equity (Details) - Ordinary shares
in Thousands
Dec. 31, 2015 Dec. 31, 2017 Vote Dec. 31, 2017
EUR () $ / shares $ / shares shares
Equity
Par value per share | $ / shares
$ 0
$ 0
Shares issued (in shares)
3,720,000
Shares outstanding (in shares)
3,720,000
Number of votes | Vote
1
Maximumauthorized share capital | 1,860
|
1 | 172489011_b1 | 172489011 |
145
89
225
due within 1 year
Leases
Minimum future lease payments obligation
320
450
Unamortized interest expense
(12)
(28)
Present value of minimumfuture lease payments obligation 308
422
Operating lease obligations
486
457
Operating lease payments receivable
30
75
due between 1 and 5 years
Leases
Minimum future lease payments obligation
175
381
Unamortized interest expense
(4)
(12)
Present value of minimumfuture lease payments obligation 171
369
Operating lease obligations
762
561
Operating lease payments receivable
6
More than 5 years
Leases
Operating lease obligations
398
Commitments, contingent Sep. 21, Sep. 21, Nov. 10, Nov. 10, Aug. 24, Aug. 24, Apr. 11, Apr. 11, Dec. 31, Dec. 31, Dec. 01, Dec. 01, assets and liabilities (Details) 2017 2017 2016 2016 2016 2016 2016 2016 2017 2017 2015 2015
in Millions, ¥ in Millions CNY(¥) EUR () CNY(¥) EUR () CNY(¥) EUR () CNY(¥) EUR () CNY(¥) EUR () CNY(¥) EUR ()
Commitments, contingent
assets and liabilities
Capital commitments
¥ 6.2 0.8
Meimai
Commitments, contingent assets and liabilities
Capital commitments
¥ 19.2 2.6
Capital contribution payment ¥ 3.5 0.4 ¥ 1.6 0.2 ¥ 1.4 0.2 ¥ 6.5 0.9
Related party transactions -
12 Months Ended
Key Management (Details) -
EUR ()
Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2015
in Thousands
Related party transactions
Fixed compensation
778
644
506
Variable compensation
231
Total
1,009 644
506
Related party transactions Other (Details) - EUR ()
in Thousands
12 Months Ended |
1 | 172489829_0 | 172489829 | Proqr Therapeutics N.V.
Form 20-F
Filed on 30-Mar-2018 Period 31-Dec-2017 Accession number: 0001558370-18-002577
Included Items
1. 20-F 2. EX-1.2 3. EX-4.15 4. EX-4.16 5. EX-8.1 6. EX-12.1 7. EX-12.2 8. EX-13.1 9. EX-15.1 10. XBRL (render)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20 F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: Not applicable For the transition period from to
Commission file number 001 36622
PROQR THERAPEUTICS N.V.
(Exact name of Registrant as specified in its charter)
The Netherlands
(Jurisdiction of incorporation or organization)
Zernikedreef 9 2333 CK Leiden The Netherlands
(Address of principal executive offices)
Smital Shah, Chief Financial Officer Tel: +31 88 166 7000
sshah@proqr.com, Zernikedreef 9, 2333 CK Leiden, The Netherlands
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Ordinary Shares, nominal value 0.04 per share
Name of each exchange on which registered NASDAQ Stock Market
Securities registered or to be registered pursuant to Section 12(g) of the Act:
|
1 | 172489829_1 | 172489829 |
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: Not applicable For the transition period from to
Commission file number 001 36622
PROQR THERAPEUTICS N.V.
(Exact name of Registrant as specified in its charter)
The Netherlands
(Jurisdiction of incorporation or organization)
Zernikedreef 9 2333 CK Leiden The Netherlands
(Address of principal executive offices)
Smital Shah, Chief Financial Officer Tel: +31 88 166 7000
sshah@proqr.com, Zernikedreef 9, 2333 CK Leiden, The Netherlands
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Ordinary Shares, nominal value 0.04 per share
Name of each exchange on which registered NASDAQ Stock Market
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Table of Contents
None (Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
(Title of Class)
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. Ordinary shares, nominal value 0.04 per share: 31,921,865
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes No
Note Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
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 |
1 | 172489829_2 | 172489829 | Table of Contents
None (Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
(Title of Class)
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. Ordinary shares, nominal value 0.04 per share: 31,921,865
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes No
Note Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
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 No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12b 2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial |
1 | 172489829_3 | 172489829 | 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
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12b 2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.
The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as Other
issued by the International Accounting Standards
Board
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act).
Yes No
Table of Contents
TABLEOF CONTENTS
Page
Introduction
4
Forward-looking statements
5
Part I
6
Item 1: Identity of Directors, Senior Management and Advisers
6
Item 2: Offer Statistics and Expected Timetable
6
Item 3: Key Information
|
1 | 172489829_b0 | 172489829 | of options outstanding
65,233
Number of options granted
32,164
33,069
33,069
Exercise price of options granted
4.65
$ 4.32
Number of tranches | item
4
Vesting percentage of options
25.00%
Mr. D.A. de Boer
Transactions between the Company and related parties
Number of ordinary shares outstanding | shares
1,152,293
Number of options outstanding
449,338
Number of options granted
239,717
23,902
Exercise price of options granted |
4.65
6.64
16.10
Number of options exercised
129,727 129,727
Number of tranches | installment
4
Bonus based on goals realised |
217,000
131,000 100,000
Weighted average contractual life of options
8 years 3 months 18 days
Mr. R.K. Beukema
Transactions between the Company and related parties
Number of ordinary shares outstanding | shares
346,239
Number of options outstanding
299,081
Number of options granted
101,408
50,608
50,608
8,713
Exercise price of options granted |
4.65
6.64
16.10
Number of tranches | installment
4
Bonus based on goals realised | Weighted average contractual life of options
113,000 7 years 3 months 18 days
76,000 46,000
Auditor fees (Details) - EUR
12 Months Ended
() in Thousands
Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2015
Auditor fees
Audit fees
175
165
193
Audit-related fees
140
39
Total
315
204
193
Subsequent events (Details) Feb. 09, 2018
in Millions, $ in Millions
USD ($) EUR ()
Clinical support agreement | Foundation Fighting Blindness | Entering into partnership | Forecast
Subsequent events
Contribution to support clinical development
$ 7.5 6.3
|
1 | 172489829_b1 | 172489829 | | shares
1,043,420
Number of options outstanding
88,425
Number of options granted
32,164
23,989
23,989
Exercise price of options granted
4.65
$ 6.08
Number of tranches | item
4
Vesting percentage of options
25.00%
Borrowings, interest rate
8.00%
Vesting period
36 months
Period after which unconverted loans become payable on demand 24 months
Ms. Alison Lawton
Transactions between the Company and related parties
Number of options outstanding
68,973
Number of options granted
32,164
23,989
23,989
4,970
Exercise price of options granted |
4.65
6.08
16.10
Number of tranches | item
4
Vesting percentage of options
25.00%
Mr. James Shannon
Transactions between the Company and related parties
Number of ordinary shares outstanding | shares
61,538
Number of options outstanding
65,233
Number of options granted
32,164
33,069
33,069
Exercise price of options granted
4.65
$ 4.32
Number of tranches | item
4
Vesting percentage of options
25.00%
Mr. D.A. de Boer
Transactions between the Company and related parties
Number of ordinary shares outstanding | shares
1,152,293
Number of options outstanding
449,338
Number of options granted
239,717
23,902
Exercise price of options granted |
4.65
6.64
16.10
Number of options exercised
129,727 129,727
Number of tranches | installment
4
Bonus based on goals realised |
217,000
131,000 100,000
Weighted average contractual life of options
8 years 3 months 18 days
Mr. R.K. Beukema
Transactions between the Company and related parties
Number of ordinary shares outstanding | shares
|
1 | 172491438_0 | 172491438 | Presbia PLC
Form 10-K
Filed on 30-Mar-2018 Period 31-Dec-2017 Accession number: 0001564590-18-007285
Included Items
1. 10-K 2. EX-10.26 3. EX-10.27 4. EX-10.28 5. EX-21.1 6. EX-23.1 7. EX-31.1 8. EX-31.2 9. EX-32.1 10. XBRL (render)
Ch
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
.
Commission File Number 001-36824
PRESBIA PLC
(Exact name of registrant as specified in its charter)
Ireland
(State or other jurisdiction of incorporation or organization)
98-1162329
(IRS Employer Identification No.)
Suite 7, Sandyford Office Centre, 17 Corrig Road, Sandyford Dublin 18 Ireland
(Address of principal executive offices, including zip code)
Registrant's Telephone Number, Including Area Code: +353 (1) 551 1487
Securities registered pursuant to Section 12(b) of the Act:
Ordinary Shares, $0.001 Par Value
(Title of each class)
The NASDAQ Capital Market
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 |
1 | 172491438_1 | 172491438 | specified in its charter)
Ireland
(State or other jurisdiction of incorporation or organization)
98-1162329
(IRS Employer Identification No.)
Suite 7, Sandyford Office Centre, 17 Corrig Road, Sandyford Dublin 18 Ireland
(Address of principal executive offices, including zip code)
Registrant's Telephone Number, Including Area Code: +353 (1) 551 1487
Securities registered pursuant to Section 12(b) of the Act:
Ordinary Shares, $0.001 Par Value
(Title of each class)
The NASDAQ Capital Market
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
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 duringthe preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reportingcompany. See definitions of "large accelerated filer," "acceler |
1 | 172491438_2 | 172491438 | (d) of the Securities Exchange Act of 1934 duringthe preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reportingcompany. See definitions of "large accelerated filer," "accelerated filer" and "smaller reportingcompany" in 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reportingcompany
Emerginggrowth company
If an emerginggrowth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the Registrant's ordinary shares (the only common equity of the Registrant) held by non-affiliates for the last business day of the Registrant's most recently completed second fiscal quarter: $10,932,997.
As of March 30, 2018, there were 17,121,857 ordinary shares outstanding.
PRESBIA PLC 2017 ANNUAL REPORT ON FORM10-K
TABLEOF CONTENTS
Page
PART I
Item 1.
Business |
1 | 172491438_3 | 172491438 | ated filer" and "smaller reportingcompany" in 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reportingcompany
Emerginggrowth company
If an emerginggrowth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the Registrant's ordinary shares (the only common equity of the Registrant) held by non-affiliates for the last business day of the Registrant's most recently completed second fiscal quarter: $10,932,997.
As of March 30, 2018, there were 17,121,857 ordinary shares outstanding.
PRESBIA PLC 2017 ANNUAL REPORT ON FORM10-K
TABLEOF CONTENTS
Page
PART I
Item 1.
Business
2
Item 1A. Risk Factors
26
Item 1B. Unresolved Staff Comments
53
Item 2.
Properties
54
Item 3.
Legal Proceedings
54
Item 4.
Mine Safety Disclosures
54
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
55
Item 6.
Selected Financial Data
55
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
56
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
64
Item 8.
Financial Statements and Supplementary Data
65
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
86
Item 9A. Controls and Procedures
86
Item 9B. Other Information
87
PART III
Item 10. Directors, Executive Officers and Corporate Governance
88
Item 11. Executive Compensation
92
Item 12. Security |
1 | 172491438_b0 | 172491438 | market conditions as defined in the original grants. Generally, when a modification of an award occurs, the prior periods' expense recognition associated with all unvested awards is reversed in the period of the modification on the basis that the old award is being exchanged for a new award.
Reduction of stock-based compensation expense
$ 1,350,000
Increase in fair value as stockbased compensation expense
380,000
Reduction in share based compensation
970,000 970,000
Accrued Expense [Member]
Restructuring Cost And Reserve [Line Items]
Write-down of leasehold expenses
8,000
Furniture and Fixtures [Member]
Restructuring Cost And Reserve [Line Items]
Write-down of leasehold expenses
89,000
Engineering Tools, Molds and Fixtures [Member]
Restructuring Cost And Reserve [Line Items]
Write-down of leasehold expenses
$ 52,000
Irvine [Member]
Restructuring Cost And Reserve [Line Items]
Number of facilities vacated | Facility
1
Vacated facility lease area | ft² 8,500
Vacated facility remaining lease term
33 months
Vacated facility lease expiration Sep. 30,
period
2020
Fair value of remaining lease obligation
$ 222,000 222,000
Irish Tax Authorities [Member]
Restructuring Cost And Reserve [Line Items]
Tax reserve for unpaid withholding taxes
238,000 238,000
Withholding of income taxes to be paid
238,000
238,000
Estimated remittance amount intends to recover from directors
$
70,000
$ 70,000
Subsequent Events Additional information (Detail) - Management services [Member] - O C V Management L L C - Service Agreement [Member] - USD
($)
Jan. 02, 2018 Dec. 14, 2017
Subsequent Events [Line Items]
Annual fee payable
$ 250,000
Subsequent Events [Member]
Subsequent Events [Line Items]
Closing price of ordinary shares
$ 3.29
Number of ordinary shares required to settle in January 2019 75,988
|
1 | 172491438_b1 | 172491438 | 2017 USD ($)
Restructuring Cost And Reserve [Line Items]
Number of employees reduced | Employees
15
Percentage of employees reduced
38.50%
Reduction in operating expense $ 1,078,000
Increase in tax provision expense 238,000
Compensation related adjustments
465,000 $ 465,000
Severance costs
332,000
Reversal of accrued incentive compensation costs
797,000
$ 797,000
Facilities related adjustments 357,000
Period to exercise vested options following termination
90 days
Terms and conditions for terminated employees awards vesting description
On the date of reorganization, the Company extended the terms and conditions for all equity grants for all terminated employees providing at least a one-year extension past the termination date for all vested stock options (Type I modification as prescribed by ASC 718), and, in certain cases, the acceleration of unvested options or restricted share awards (Type III modification as prescribed by ASC 718). For those terminated employees with RSU grants based on a market condition, the Company granted a one-year extension to vest according to the same market conditions as defined in the original grants. Generally, when a modification of an award occurs, the prior periods' expense recognition associated with all unvested awards is reversed in the period of the modification on the basis that the old award is being exchanged for a new award.
Reduction of stock-based compensation expense
$ 1,350,000
Increase in fair value as stockbased compensation expense
380,000
Reduction in share based compensation
970,000 970,000
Accrued Expense [Member]
Restructuring Cost And Reserve [Line Items]
Write-down of leasehold expenses
8,000
Furniture and Fixtures [Member]
Restructuring Cost And Reserve [Line Items]
Write-down of leasehold expenses
89,000
Engineering Tools, Molds and Fixtures [Member]
Restructuring Cost And Reserve [Line Items]
Write-down of leasehold expenses
$ 52,000
Irvine [Member]
Restructuring Cost And Reserve [Line Items]
Number of facilities vacated | Facility
1
Vacated facility lease |
1 | 172494467_0 | 172494467 | PACIFIC DRILLING S.A.
Form 20-F
Filed on 02-Apr-2018 Period 31-Dec-2017 Accession number: 0001558370-18-002714
Included Items
1. 20-F 2. EX-8.1 3. EX-12.1 4. EX-12.2 5. EX-13.1 6. EX-13.2 7. EX-15.1 8. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
REGISTRATION STATEMENTPURSUANTTOSECTION 12(b) OR (g) OFTHESECURITIESEXCHANGEACTOF1934 OR
ANNUALREPORTPURSUANTTOSECTION 13 or 15(d) OFTHESECURITIESEXCHANGEACTOF1934 For the fiscal year ended December 31, 2017 OR
TRANSITION REPORTPURSUANTTOSECTION 13 OR 15(d) OFTHESECURITIESEXCHANGEACTOF1934 OR
SHELLCOMPANYREPORTPURSUANTTOSECTION 13 OR 15 (d) OFTHESECURITIESEXCHANGEACTOF1934 Commission file number 001-35345
PACIFIC DRILLING S.A.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
Luxembourg
(Jurisdiction of incorporation or organization)
8-10, Avenue de la Gare L-1610 Luxembourg
(Address of principal executive offices)
Lisa Manget Buchanan Senior Vice President, General Counsel and Secretary
11700 KatyFreeway, Suite 175 Houston, Texas 77079 Phone (832) 255-0519 Fax (832) 201-9883
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
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. None.
Securities for whichthere is a reporting obligationpursuant to Section15(d) of the Act.
|
1 | 172494467_1 | 172494467 | URSUANTTOSECTION 13 OR 15 (d) OFTHESECURITIESEXCHANGEACTOF1934 Commission file number 001-35345
PACIFIC DRILLING S.A.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
Luxembourg
(Jurisdiction of incorporation or organization)
8-10, Avenue de la Gare L-1610 Luxembourg
(Address of principal executive offices)
Lisa Manget Buchanan Senior Vice President, General Counsel and Secretary
11700 KatyFreeway, Suite 175 Houston, Texas 77079 Phone (832) 255-0519 Fax (832) 201-9883
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
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. None.
Securities for whichthere is a reporting obligationpursuant to Section15(d) of the Act.
Title of each class Common shares, $0.01 par value per share Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital or common stock as ofthe close ofthe period covered by the annual report.
As of December 31, 2017, there were 21,338,602 shares outstanding.
Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes No
Ifthis report is an annual or transition report, indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of1934 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
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, ifany, every |
1 | 172494467_2 | 172494467 | Title of each class Common shares, $0.01 par value per share Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital or common stock as ofthe close ofthe period covered by the annual report.
As of December 31, 2017, there were 21,338,602 shares outstanding.
Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes No
Ifthis report is an annual or transition report, indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of1934 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
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, ifany, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-Tduring the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of" large accelerated filer," " accelerated filer," and " emerging growth company" in Rule 12b-2 ofthe Exchange Act.:
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) ofthe Exchange Act.
The term" new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis |
1 | 172494467_3 | 172494467 | Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-Tduring the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of" large accelerated filer," " accelerated filer," and " emerging growth company" in Rule 12b-2 ofthe Exchange Act.:
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) ofthe Exchange Act.
The term" new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis ofaccounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued
Other
by the International Accounting Standards Board
If" Other" has been checked in response to the previous question, indicate by check mark which financial statement itemthe registrant has elected to follow. Item 17 Item 18
Ifthis is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 ofthe Exchange Act). Yes No (APPLICABLE ONLY TO ISSUERSINVOLVED IN BANKRUPTCY PROCEEDINGSDURING THE PASTFIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) ofthe Securities Exchange Act of1934 subsequent to the distribution ofsecurities under a plan confirmed by a court. Yes No
TABLEOF CONTENTS
Page
FORWARD-LOOKING STATEMENTS
4
PART I
4
ITEM 1. IDENTITY |
1 | 172494467_b0 | 172494467 | Capital expenditures
(36,645) (52,625) (181,458)
Purchase of available-for-sale securities
(6,000)
Net cash used in investing activities
(42,645) (52,625) (181,458)
Cash flowfromfinancing activities:
Payments for shares issued under share-based compensation plan (199)
(89)
(536)
Payments on long-term debt
(146,473) (110,832) (581,083)
Payments for financing costs
(4,530) (25,423) (4,070)
Net cash provided by (used in) financing activities
(151,202) 313,656 (292,449)
Increase (decrease in cash and cash equivalents
(308,720) 510,135 (51,761)
Cash, cash equivalents and restricted cash, beginning of period
626,168 116,033 167,794
Cash, cash equivalents and restricted cash, end of period
317,448 626,168 $ 116,033
Debtors
Cash flowfromoperating activities:
Net income (loss)
(518,569)
Adjustments to reconcile net loss to net cash used in operating activities 408,344
Net cash provided by (used in) operating activities
(110,225)
Cash flowfrominvesting activities:
Capital expenditures
(36,645)
Purchase of available-for-sale securities
(6,000)
Net cash used in investing activities
(42,645)
Cash flowfromfinancing activities:
Payments for shares issued under share-based compensation plan (199)
Payments on long-term debt
(146,473)
Payments for financing costs
(4,530)
Net cash provided by (used in) financing activities
(151,202)
Increase (decrease in cash and cash equivalents
(304,072)
Cash, cash equivalents and restricted cash, beginning of period
618,061
Cash, cash equivalents and restricted cash, end of period
$ 313,989 $ 618,061
|
1 | 172494467_b1 | 172494467 | payable
10,412
Intercompany payable
5,867
Accrued expenses
26,688
Accrued interest
6,088
Deferred revenue, current
23,514
Total current liabilities
72,569
Deferred revenue
12,973
Other long-term liabilities
32,321
Total liabilities not subject to compromise 117,863
Liabilities subject to compromise
3,151,010
Total shareholders' equity
2,210,638
Total liabilities and shareholders' equity $ 5,479,511
Condensed Combined Debtors Finacial Statements -
Statements of Cash Flows (Details) - USD ($) $ in Thousands
12 Months Ended Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2015
Cash flowfromoperating activities:
Net income (loss)
$ (525,166) $ (37,157) $ 126,230
Net cash provided by (used in) operating activities
(114,873) 249,104 422,146
Cash flowfrominvesting activities:
Capital expenditures
(36,645) (52,625) (181,458)
Purchase of available-for-sale securities
(6,000)
Net cash used in investing activities
(42,645) (52,625) (181,458)
Cash flowfromfinancing activities:
Payments for shares issued under share-based compensation plan (199)
(89)
(536)
Payments on long-term debt
(146,473) (110,832) (581,083)
Payments for financing costs
(4,530) (25,423) (4,070)
Net cash provided by (used in) financing activities
(151,202) 313,656 (292,449)
Increase (decrease in cash and cash equivalents
(308,720) 510,135 (51,761)
Cash, cash equivalents and restricted cash, beginning of period
626,168 116,033 167,794
Cash, cash equivalents and restricted cash, end of period
317,448 626,168 $ 116,033
Deb |
1 | 172508078_0 | 172508078 | Motif Bio Plc
Form 20-F
Filed on 10-Apr-2018 Period 31-Dec-2017 Accession number: 0001104659-18-023117
Included Items
1. 20-F 2. EX-4.21 3. EX-4.22 4. EX-4.23 5. EX-4.24 6. EX-4.25 7. EX-4.26 8. EX-12.1 9. EX-12.2 10. EX-13.1 11. EX-13.2 12. EX-15.1 13. EX-15.2 14. EX-15.3 15. EX-15.4 16. EX-15.5 17. XBRL (render)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR(g) OF THESECURITIES EXCHANGEACT OF 1934
OR
x ANNUALREPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2017
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the transition period from to OR
o SHELLCOMPANYREPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date ofevent requiring this shell company report Commission File Number 001-37847
MOTIF BIO PLC
(Exact name ofRegistrant as specified in its charter and translation ofRegistrant's name into English)
United Kingdom (Jurisdiction ofincorporation or organization)
125 Park Avenue 25th Floor
NewYork, NewYork10017 United States
(Address ofprincipal executive offices)
Graham Lumsden, CEO Motif Bio plc
125 Park Avenue 25th Floor
NewYork, NewYork10017 United States
Tel: (609) 608-0032
(Name, Telephone, E-mail and/or Facsimile number and Address ofCompany Contact Person)
Sec |
1 | 172508078_1 | 172508078 | OF THESECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2017
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934 For the transition period from to OR
o SHELLCOMPANYREPORT PURSUANT TO SECTION 13 OR15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date ofevent requiring this shell company report Commission File Number 001-37847
MOTIF BIO PLC
(Exact name ofRegistrant as specified in its charter and translation ofRegistrant's name into English)
United Kingdom (Jurisdiction ofincorporation or organization)
125 Park Avenue 25th Floor
NewYork, NewYork10017 United States
(Address ofprincipal executive offices)
Graham Lumsden, CEO Motif Bio plc
125 Park Avenue 25th Floor
NewYork, NewYork10017 United States
Tel: (609) 608-0032
(Name, Telephone, E-mail and/or Facsimile number and Address ofCompany Contact Person)
Securities registered or to be registered pursuant to Section 12(b) ofthe Act.
Title ofeach class
American Depositary Shares each representing 20 Ordinary Shares
Warrants to purchase American Depositary Shares each representing 20 Ordinary Shares Ordinary shares, par value £0.01 per share
Name ofeach exchange on which registered The NASDAQ Stock Market LLC The NASDAQ Stock Market LLC
The NASDAQ Stock Market LLC*
* Not for trading, but only in connection with the registration ofthe American Depositary Shares.
Securities registered or to be registered pursuant to Section 12(g) ofthe Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) ofthe Act. None
Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital or common stock as ofthe close ofthe period covered by the annual report.
Ordinary shares, par value £0.01 per share: 263,519,128 as ofDecember 31, 2017
Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.
o Yes x No
If |
1 | 172508078_2 | 172508078 | urities registered or to be registered pursuant to Section 12(b) ofthe Act.
Title ofeach class
American Depositary Shares each representing 20 Ordinary Shares
Warrants to purchase American Depositary Shares each representing 20 Ordinary Shares Ordinary shares, par value £0.01 per share
Name ofeach exchange on which registered The NASDAQ Stock Market LLC The NASDAQ Stock Market LLC
The NASDAQ Stock Market LLC*
* Not for trading, but only in connection with the registration ofthe American Depositary Shares.
Securities registered or to be registered pursuant to Section 12(g) ofthe Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) ofthe Act. None
Indicate the number ofoutstanding shares ofeach ofthe issuer's classes ofcapital or common stock as ofthe close ofthe period covered by the annual report.
Ordinary shares, par value £0.01 per share: 263,519,128 as ofDecember 31, 2017
Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.
o Yes x No
Ifthis report is an annual or transition report, indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934.
o Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of1934 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.
x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, ifany, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T(§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). (*)
x Yes o No
(*) This requirement does not apply to the registrant in respect ofthis filing.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer |
1 | 172508078_3 | 172508078 | this report is an annual or transition report, indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934.
o Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of1934 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.
x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, ifany, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T(§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). (*)
x Yes o No
(*) This requirement does not apply to the registrant in respect ofthis filing.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of" accelerated filer," " large accelerated filer" and " emerging growth company" in Rule 12b-2 ofthe Exchange Act. (Check one):
Large accelerated filer o
Accelerated filer o
Non-accelerated filer x
Emerging Growth Company x
Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ofthe Exchange Act. o
The term" new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis ofaccounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP o
International Financial Reporting Standards as issued by the International Accounting Standards Board x
If" Other" has been checked in response to the previous question, indicate by check mark which financial statement |
1 | 172508078_b0 | 172508078 | US Inc Directors' remuneration Consideration for services
Annual consideration for services
Advance written notice period for termination of agreement (in days) Consultancy Agreement | Amphion Innovations US Inc Directors' remuneration Consideration for services Monthly consideration for services Initial agreement term (in months)
Consultancy Agreement | Amphion Innovations plc Directors' remuneration Consideration for services
Annual consideration for services
Written notice period for renewal of agreement(in days) Monthly consideration for services Initial agreement term (in months)
Advance written notice period for termination of agreement (in days) Consultancy Agreement | Jonathan Gold Directors' remuneration Monthly consideration for services Initial agreement term (in months)
Consultancy Agreement | Jonathan Gold | Maximum Directors' remuneration Advance written notice period for termination of agreement (in days) Consultancy Agreement | Jonathan Gold | Minimum Directors' remuneration Advance written notice period for termination of agreement (in days)
1 Months Ended 12 Months Ended
Apr. 07, Sep. 07, Jul. 01, Apr. 13, Nov. 01, Apr. 01, Dec. 31, Jul. 31, Dec. 31, Dec. 31, Dec. 31, 2017 2016 2016 2016 2015 2015 2017 2017 2016 2017 2016
$ 120,000
$
$
120,000 120,000
90 days
$ 15,500
12 months
170,500 19,633
$ 75,000
$ 180,000
$ 125,000
90 days
$ 5,000
12 months
90 days
$
$
125,000 127,500
$ 16,167
12 months
$ 10,000 6 months
30 days
30 days
Subsequent events (Details) USD ($)
$ in Millions
12 Months Ended Apr. 03, 2018 Jan. 31, 2018 Dec. 31, 2017
Subsequent events
Number of ordinary shares for one ADS
20
Major ordinary share transactions
Subsequent events
Duration shelf registration will remain effective
3 years
Number of shares offered to sell
$ 80.0
Number of ordinary shares for one ADS
20
Initiating the submission of NDA
Subsequent events
Application fee not required to pay
$ 2.4
|
1 | 172508078_b1 | 172508078 |
$ 0
Transfer of financial assets fair value fromLevel 2 to Level 1 0
0
Financial assets fair value transfer into Level 3
0
0
Financial assets fair value transfer out of Level 3
0
0
Transfer of financial liabilities fair value fromLevel 1 to Level 2 0
0
Transfer of financial liabilities fair value fromLevel 2 to Level 1 0
0
Financial liabilities fair value transfer into Level 3
0
0
Financial liabilities fair value transfer out of Level 3
$ 0
$ 0
Subsidiaries (Details) - Motif 12 Months Ended
BioSciences Inc
Dec. 31, 2017
Subsidiaries
Percentage shareholding
100.00%
Percentage voting power
100.00%
Related party transactions (Details)
Dec. 31, 2017
Amphion Group
Directors' remuneration
Ordinary shares held by the related parties (in percentage) 14.48%
Related party transactions Agreements (Details) - USD
($) Advisory and Consultancy Agreement | Amphion Innovations US Inc Directors' remuneration Consideration for services
Annual consideration for services
Advance written notice period for termination of agreement (in days) Consultancy Agreement | Amphion Innovations US Inc Directors' remuneration Consideration for services Monthly consideration for services Initial agreement term (in months)
Consultancy Agreement | Amphion Innovations plc Directors' remuneration Consideration for services
Annual consideration for services
Written notice period for renewal of agreement(in days) Monthly consideration for services Initial agreement term (in months)
Advance written notice period for termination of agreement (in days) Consultancy Agreement | Jonathan Gold Directors' remuneration Monthly consideration for services Initial agreement term (in months)
Consultancy Agreement | Jonathan Gold | Maximum Directors' remuneration Advance written notice period for termination of agreement (in days) Consultancy Agreement | Jonathan Gold | Minimum Directors' remuneration Advance written notice period for termination of agreement (in days)
1 Months Ended 12 Months Ended
Apr. 07, Sep. 07, Jul. 01, Apr. 13, Nov. 01, Apr. 01, Dec. 31, Jul. 31, Dec. 31, Dec. 31, Dec. 31, 2017 2016 2016 |
1 | 172510752_0 | 172510752 | NXP Semiconductors N.V.
Form 20-F
Filed on 11-Apr-2018 Period 31-Dec-2017 Accession number: 0001193125-18-114230
Included Items
1. 20-F 2. EX-10.21 3. EX-12.1 4. EX-12.2 5. EX-13.1 6. EX-13.2 7. EX-21.1 8. EX-23 9. XBRL (render)
Table of Contents
As filed with the Securities and Exchange Commission on April 11, 2018
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from
to
Commission file number 001-34841
NXP Semiconductors N.V.
(Exact name of Registrant as specified in its charter)
The Netherlands
(Jurisdiction of incorporation or organization)
High Tech Campus 60, Eindhoven 5656 AG, the Netherlands
(Address of principal executive offices)
Jean Schreurs, SVP and Chief Corporate Counsel, High Tech Campus 60, 5656 AG, Eindhoven, the Netherlands Telephone: +31 40 2728686 / E-mail: jean.schreurs@nxp.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Common shares--par value euro (EUR) 0.20 per share
Name of each exchange on which registered
The Nasdaq Global |
1 | 172510752_1 | 172510752 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from
to
Commission file number 001-34841
NXP Semiconductors N.V.
(Exact name of Registrant as specified in its charter)
The Netherlands
(Jurisdiction of incorporation or organization)
High Tech Campus 60, Eindhoven 5656 AG, the Netherlands
(Address of principal executive offices)
Jean Schreurs, SVP and Chief Corporate Counsel, High Tech Campus 60, 5656 AG, Eindhoven, the Netherlands Telephone: +31 40 2728686 / E-mail: jean.schreurs@nxp.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Common shares--par value euro (EUR) 0.20 per share
Name of each exchange on which registered
The Nasdaq Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Common shares--par value EUR 0.20 per share
(Title of class)
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.
Class
Ordinary shares, par value EUR 0.20 per share
Outstanding at December 31, 2017
346,002,862 shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Note--Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations |
1 | 172510752_2 | 172510752 | Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Common shares--par value EUR 0.20 per share
(Title of class)
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.
Class
Ordinary shares, par value EUR 0.20 per share
Outstanding at December 31, 2017
346,002,862 shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Note--Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
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 No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer
Non-accelerated filer
|
1 | 172510752_3 | 172510752 | under those Sections.
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 No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer
Non-accelerated filer
Accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18
If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Table of Contents
TABLEOF CONTENTS
Page
Introduction
1
Part I
2
Item 1. Identity of Directors, Senior Management and Advisers
2
|
1 | 172510752_b0 | 172510752 |
1,668 $ 399
$ 6,101 2,922
3,135 360
177 161
415 1,115
526 186
392 98
316 2
268 1
41 473
831 $ 526
[1] Revenue attributed to geographic areas is based on the customer's shipped-to location (except for intellectual property license revenue which is attributable to the Netherlands).
Subsequent Events Additional Information
(Detail) - USD ($)
Mar. 27, 2018
Mar. 09, 2018
Mar. 02, 2018
Dec. 31, 2017 Dec. 31, 2016
Subsequent Event [Line Items]
Principal amount of debt
$
$
6,650,000,000 9,361,000,000
Fixed-Rate 5.75% Senior Unsecured Notes Maturing in March 2023 [Member]
Subsequent Event [Line Items]
Fixed rate on notes
5.75%
Principal amount of debt
$ 500,000,000 500,000,000
Fixed-Rate 3.75% Senior Unsecured Notes Maturing in June 2018 [Member]
Subsequent Event [Line Items]
Fixed rate on notes
3.75%
Principal amount of debt
$ 750,000,000 $ 750,000,000
Subsequent Event [Member] | Suzhou ASEN Semiconductors Company Limited [Member]
Subsequent Event [Line Items]
Sale of equity interest, percentage
40.00%
Subsequent Event [Member] | Fixed-Rate 5.75% Senior Unsecured Notes Maturing
in March 2023 [Member]
Subsequent Event [Line Items]
Fixed rate on notes
5.75%
Principal amount of debt
$
500,000,000
Debt instrument maturity date
Apr. 02, 2018
Subsequent Event [Member] | Fixed-Rate 3.75% Senior Unsecured Notes Maturing in June 2018 [Member]
Subsequent Event [Line Items]
Fixed rate on notes
3.75%
Principal amount of debt
$ 750,000,000
Debt instrument maturity date
Apr. 09, 2018
|
1 | 172510752_b1 | 172510752 | [Member] Segment Reporting Information [Line Items] Revenue Property, plant and equipment, net Germany [Member] Segment Reporting Information [Line Items] Revenue Property, plant and equipment, net Japan [Member] Segment Reporting Information [Line Items] Revenue Property, plant and equipment, net South Korea [Member] Segment Reporting Information [Line Items] Revenue Property, plant and equipment, net Malaysia [Member] Segment Reporting Information [Line Items] Revenue Property, plant and equipment, net Other Countries [Member] Segment Reporting Information [Line Items] Revenue Property, plant and equipment, net
Dec. 31, 2017
12 Months Ended Dec. 31, 2016
Dec. 31, 2015
[1] $ 9,256 2,295
[1] 3,640 281
[1] 304 198
[1] 922 770
[1] 1,082 211
[1] 570 57
[1] 750
[1] 356
[1] 103 369
[1] 1,529 $ 409
$ 9,498 2,352
3,882 251
285 183
906 922
984 166
623 52
550 1
369
231 378
1,668 $ 399
$ 6,101 2,922
3,135 360
177 161
415 1,115
526 186
392 98
316 2
268 1
41 473
831 $ 526
[1] Revenue attributed to geographic areas is based on the customer's shipped-to location (except for intellectual property license revenue which is attributable to the Netherlands).
Subsequent Events Additional Information
(Detail) - USD ($)
Mar. 27, 2018
Mar. 09, 2018
Mar. 02, 2018
Dec. 31, 2017 Dec. 31, 2016
Subsequent Event [Line Items]
Principal amount of debt
$
$
6,650,000,000 9,361,000,000
Fixed-Rate 5.75% Senior Unsecured Notes Maturing in March 2023 [Member]
Subsequent Event [Line Items]
Fixed rate on notes
5.75%
Principal amount of debt
$ 500,000,000 500,000,000
Fixed-Rate 3.75% Senior Unsecured Notes Maturing in June 2018 [ |
1 | 172512574_0 | 172512574 | SEQUANS COMMUNICATIONS
Form 20-F
Filed on 12-Apr-2018 Period 31-Dec-2017 Accession number: 0001383395-18-000015
Included Items
1. 20-F: 20-F SEQUANS COMMUNICATIONS 2017
2. EX-1.1: EXHIBIT 1.1 3. EX-8.1: EXHIBIT 8.1 4. EX-12.1: EXHIBIT 12.1 5. EX-12.2: EXHIBIT 12.2 6. EX-13.1: EXHIBIT 13.1 7. EX-13.2: EXHIBIT 13.2 8. EX-15.1: EXHIBIT 15.1 9. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
¨
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934
OR
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 31, 2017
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the transition period from
to
OR
¨
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date of event requiring this shell company report
Commission file number 001-35135
SEQUANS COMMUNICATIONS S.A.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
French Republic
(Jurisdiction of incorporation or organization)
15-55 Boulevard Charles de Gaulle 92700 Colombes, France
(Address of principal executive offices)
Georges Karam Chairman and Chief Executive Officer
Sequans Communications S.A. 15-55 Boulevard Charles de Gaulle
92700 Colombes, France Telephone: +33 1 70 72 16 00 Fac |
1 | 172512574_1 | 172512574 | ANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 31, 2017
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the transition period from
to
OR
¨
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date of event requiring this shell company report
Commission file number 001-35135
SEQUANS COMMUNICATIONS S.A.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
French Republic
(Jurisdiction of incorporation or organization)
15-55 Boulevard Charles de Gaulle 92700 Colombes, France
(Address of principal executive offices)
Georges Karam Chairman and Chief Executive Officer
Sequans Communications S.A. 15-55 Boulevard Charles de Gaulle
92700 Colombes, France Telephone: +33 1 70 72 16 00 Facsimile: +33 1 70 72 16 09
(Name, telephone, e-mail and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
American Depositary Shares, each representing one ordinary share, nominal value 0.02 per share
Ordinary shares, nominal value 0.02 per share
Name of each exchange on which registered
NewYork Stock Exchange NewYork Stock Exchange*
*
Not for trading, but only in connection with the registration of American Depositary Shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not Applicable
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not Applicable
(Title of Class)
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. Ordinary shares, nominal value 0.02 per share: 80,024,707 as of December 31, 2017
Indicate by |
1 | 172512574_2 | 172512574 | simile: +33 1 70 72 16 09
(Name, telephone, e-mail and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
American Depositary Shares, each representing one ordinary share, nominal value 0.02 per share
Ordinary shares, nominal value 0.02 per share
Name of each exchange on which registered
NewYork Stock Exchange NewYork Stock Exchange*
*
Not for trading, but only in connection with the registration of American Depositary Shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not Applicable
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not Applicable
(Title of Class)
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. Ordinary shares, nominal value 0.02 per share: 80,024,707 as of December 31, 2017
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No þ
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated |
1 | 172512574_3 | 172512574 | check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No þ
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, or a non-accelerated filer. See the definitions of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨
Accelerated filer þ
Non-accelerated filer ¨
Indicate by check mark which basis for accounting the registrant has used to prepare the financing statements included in this filing:
U.S. GAAP ¨
International Financial Reporting Standards as issued by the International Accounting Standards Board þ
Other ¨
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ¨ Item 17 ¨ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
SEQUANS COMMUNICATIONS S.A. ________________________________________________
FORM 20-F ANNUAL REPORT FOR THEFISCAL YEAR ENDED DECEMBER 31, 2017
_________________________________________________ TABLEOF |
1 | 172512574_b0 | 172512574 | 2016 USD ($)
Dec. 31, 2017 USD ($)
Dec. Dec. 31, 31, 2016 2015 USD USD ($) ($)
Disclosure of terms and conditions of sharebased payment arrangement [line items]
Ordinary shares issued in connection with a public offering (in shares)
4,312,500 523,916 15,151,520
Ordinary share price (usd per share) | $ / shares
$ 3.80
$ 1.65
Share issue related cost | $
$ 1,500
$ 2,300
$ 1,489
$ 2,296
$ 0
Public equity offering proceeds, net of transaction costs paid | $
$ 14,898
$ 23,569
$
0
Granting of shares | Restricted share awards
Disclosure of terms and conditions of sharebased payment arrangement [line items]
Number of awards granted (in shares)
409,500
Major ordinary share transactions [member]
Disclosure of terms and conditions of sharebased payment arrangement [line items]
Ordinary shares issued in connection with a public offering (in shares)
1,875,000
12,500,000
Ordinary share price (usd per share) | $ / shares
$ 1.60
Total offering | $
$ 23,000
Share issue related cost | $
2,100
Public equity offering proceeds, net of transaction costs paid | $
$ 20,900
Shares from Bpifrance | Major ordinary share transactions [member]
Disclosure of terms and conditions of sharebased payment arrangement [line items]
Ordinary shares issued in connection with a public offering (in shares)
3,125,000
Shares from Nokomis Capital, LLC | Major ordinary share transactions [member]
Disclosure of terms and conditions of sharebased payment arrangement [line items]
Ordinary shares issued in connection with a public offering (in shares)
3,125,000
Shares from board member | Major ordinary share transactions [member]
Disclosure of terms and conditions of sharebased payment arrangement [line items]
Ordinary shares issued in connection with a public offering (in shares)
25,000
|
1 | 172512574_b1 | 172512574 | items]
Number of warrants authorized (in shares)
20,000 10,000 10,000
Warrants | Mr. Slonimsky
Disclosure of transactions between related parties [line items]
Number of warrants authorized (in shares)
20,000 10,000 10,000
Warrants | Mr. Maitre
Disclosure of transactions between related parties [line items]
Number of warrants authorized (in shares)
20,000 10,000
Warrants | Mr. Nottenburg
Disclosure of transactions between related parties [line items]
Number of warrants authorized (in shares)
40,000
Events after the reporting date (Details)
$ / shares in Units, $ in Thousands
1 Months 12 Months Ended Ended
Feb. 06, 2018 shares
Jan. 19, 2018 shares
Jan. 19, 2018 USD ($)
Jan. 17, 2018
$ / shares shares
Jun. 16, 2017 Oct. 07,
USD ($) 2016 $ / shares shares
shares
Sep. 16, 2016
$ / shares shares
Oct. 07, 2016 USD ($)
Dec. 31, 2017 USD ($)
Dec. Dec. 31, 31, 2016 2015 USD USD ($) ($)
Disclosure of terms and conditions of sharebased payment arrangement [line items]
Ordinary shares issued in connection with a public offering (in shares)
4,312,500 523,916 15,151,520
Ordinary share price (usd per share) | $ / shares
$ 3.80
$ 1.65
Share issue related cost | $
$ 1,500
$ 2,300
$ 1,489
$ 2,296
$ 0
Public equity offering proceeds, net of transaction costs paid | $
$ 14,898
$ 23,569
$
0
Granting of shares | Restricted share awards
Disclosure of terms and conditions of sharebased payment arrangement [line items]
Number of awards granted (in shares)
409,500
Major ordinary share transactions [member]
Disclosure of terms and conditions of sharebased payment arrangement [line items]
Ordinary shares issued in connection with a public |
1 | 172514346_0 | 172514346 | Globant S.A.
Form 20-F
Filed on 13-Apr-2018 Period 31-Dec-2017 Accession number: 0001144204-18-020505
Included Items
1. 20-F: FORM 20-F 2. EX-4.7: EXHIBIT 4.7 3. EX-4.8: EXHIBIT 4.8 4. EX-4.9: EXHIBIT 4.9 5. EX-4.10: EXHIBIT 4.10 6. EX-8.1: EXHIBIT 8.1 7. EX-12.1: EXHIBIT 12.1 8. EX-12.2: EXHIBIT 12.2 9. EX-13.1: EXHIBIT 13.1 10. EX-13.2: EXHIBIT 13.2 11. EX-15.1: EXHIBIT 15.1 12. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 31, 2017
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
OR
¨ SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date of event requiring this shell company report
For the transition period from
to
.
Commission file number: 001-36535
GLOBANT S.A.
(Exact name of Registrant as specified in its charter) Not applicable
(Translation of Registrant's name into English) Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization)
37A Avenue J.F. Kennedy L-1855, Luxembourg Tel: + 352 20 30 15 96
(Address of principal executive |
1 | 172514346_1 | 172514346 | TRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 31, 2017
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
OR
¨ SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date of event requiring this shell company report
For the transition period from
to
.
Commission file number: 001-36535
GLOBANT S.A.
(Exact name of Registrant as specified in its charter) Not applicable
(Translation of Registrant's name into English) Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization)
37A Avenue J.F. Kennedy L-1855, Luxembourg Tel: + 352 20 30 15 96
(Address of principal executive offices) Patricio Pablo Rojo
37A Avenue J.F. Kennedy L-1855, Luxembourg
E-Mail: pablo.rojo@globant.com Tel: + 352 20 30 15 96
(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Common shares value $ 1.20 per share
Name of each exchange on which registered NYSE
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
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 of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 35,364,916 common shares of which 138,152 are treasury shares held by us.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes ¨ No
If this |
1 | 172514346_2 | 172514346 | offices) Patricio Pablo Rojo
37A Avenue J.F. Kennedy L-1855, Luxembourg
E-Mail: pablo.rojo@globant.com Tel: + 352 20 30 15 96
(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Common shares value $ 1.20 per share
Name of each exchange on which registered NYSE
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
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 of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 35,364,916 common shares of which 138,152 are treasury shares held by us.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes ¨ No
If this report is an annual or transaction report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨ Yes x No
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. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). (*) ¨ Yes ¨ No
(*) This requirement does not apply to the registrant in respect of this filing.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a |
1 | 172514346_3 | 172514346 | report is an annual or transaction report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨ Yes x No
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. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). (*) ¨ Yes ¨ No
(*) This requirement does not apply to the registrant in respect of this filing.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
Emerging growth company ¨
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board x
Other ¨
If "Other" has been checked in response to the previous question indicate by check mark |
1 | 172514346_b0 | 172514346 |
12 Months Ended
Dec. 31, 2017 USD ($)
Argentina and Uruguay
Disclosure of reserves within equity [line items]
Percentage of entity's profit and loss
5.00%
Percentage of entity's share capital
20.00%
Argentina
Disclosure of reserves within equity [line items]
Legal proceedings provision
$ 759,000
Uruguay
Disclosure of reserves within equity [line items]
Legal proceedings provision
$ 42,000
Colombia
Disclosure of reserves within equity [line items]
Percentage of entity's profit and loss
10.00%
Percentage of entity's share capital
50.00%
Legal proceedings provision
$ 400
Spain
Disclosure of reserves within equity [line items]
Percentage of entity's profit and loss
10.00%
Percentage of entity's share capital
20.00%
Legal proceedings provision
$ 7,922,000
Brazil
Disclosure of reserves within equity [line items]
Legal proceedings provision
$ 0
LUXEMBOURG
Disclosure of reserves within equity [line items]
Percentage of entity's profit and loss
5.00%
Percentage of entity's share capital
10.00%
Legal proceedings provision
$ 0
Dividend, Tax Withholding Percentage
15.00%
Peru
Disclosure of reserves within equity [line items]
Percentage of entity's profit and loss
10.00%
Percentage of entity's share capital
20.00%
Legal proceedings provision
$ 0
Mexico
Disclosure of reserves within equity [line items]
Percentage of entity's profit and loss
5.00%
Legal proceedings provision
$ 49,000
India
Disclosure of reserves within equity [line items]
Legal proceedings provision
17,000
United Kingdom
Disclosure of reserves within equity [line items]
Legal proceedings provision
0
Chile
Disclosure of reserves within equity [line items]
Legal proceedings provision
$ 0
|
1 | 172514346_b1 | 172514346 | anche 2 | Clarice
Disclosure of range of exercise prices of outstanding share options [line items]
Options granted during the year (in shares) | shares
7.64 $ 1,863,000 243,915
23,508
CAPITAL AND RESERVES - Public Offering (Details) -
USD ($) $ / shares in Units, $ in
Thousands
Aug. 02, 2016 Dec. 31, 2017
Disclosure of classes of share capital [line items]
Entity common stock, shares outstanding (in shares)
25,363,926
LUXEMBOURG
Disclosure of classes of share capital [line items]
Par value per share (in dollars per share)
$ 1.20
Professional fees expense
$ 162
LUXEMBOURG | Ordinary shares
Disclosure of classes of share capital [line items]
Number of shares reserved for issue under options and contracts for sale of shares 34,594,324
APPROPRIATION OF RETAINED EARNINGS UNDER SUBSIDIARIES´ LOCAL LAW (Details) -
Legal Reserve
12 Months Ended
Dec. 31, 2017 USD ($)
Argentina and Uruguay
Disclosure of reserves within equity [line items]
Percentage of entity's profit and loss
5.00%
Percentage of entity's share capital
20.00%
Argentina
Disclosure of reserves within equity [line items]
Legal proceedings provision
$ 759,000
Uruguay
Disclosure of reserves within equity [line items]
Legal proceedings provision
$ 42,000
Colombia
Disclosure of reserves within equity [line items]
Percentage of entity's profit and loss
10.00%
Percentage of entity's share capital
50.00%
Legal proceedings provision
$ 400
Spain
Disclosure of reserves within equity [line items]
Percentage of entity's profit and loss
10.00%
Percentage of entity's share capital
20.00%
Legal proceedings provision
$ 7,922,000
Brazil
Disclosure of reserves within equity [line items]
Legal proceedings |
1 | 172523507_0 | 172523507 | TRINITY BIOTECH PLC
Form 20-F
Filed on 20-Apr-2018 Period 31-Dec-2017 Accession number: 0001178913-18-001216
Included Items
1. 20-F 2. EX-12.1: EXHIBIT 12.1 3. EX-12.2: EXHIBIT 12.2 4. EX-13.1: EXHIBIT 13.1 5. EX-13.2: EXHIBIT 13.2 6. EX-15.1: EXHIBIT 15.1 7. XBRL (render)
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 31, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the transition period from
to
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date of event requiring this shell company report
Commission file number: 0-22320
Trinity Biotech plc
(Exact name of Registrant as specified in its charter and translation of Registrant's name into English)
Ireland (Jurisdiction of incorporation or organization)
IDA Business Park, Bray, Co. Wicklow, Ireland (Address of principal executive offices)
Kevin Tansley Chief Financial Officer Tel: +353 1276 9800 Fax: +353 1276 9888 IDA Business Park, Bray, Co. Wicklow, Ireland (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class American Depositary Shares (each representing 4 `A' Ordinary
Shares, par value US$0.0109)
Name of each exchange on which registered NASDAQ |
1 | 172523507_1 | 172523507 | ESECURITIES EXCHANGEACT OF 1934
For the transition period from
to
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date of event requiring this shell company report
Commission file number: 0-22320
Trinity Biotech plc
(Exact name of Registrant as specified in its charter and translation of Registrant's name into English)
Ireland (Jurisdiction of incorporation or organization)
IDA Business Park, Bray, Co. Wicklow, Ireland (Address of principal executive offices)
Kevin Tansley Chief Financial Officer Tel: +353 1276 9800 Fax: +353 1276 9888 IDA Business Park, Bray, Co. Wicklow, Ireland (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class American Depositary Shares (each representing 4 `A' Ordinary
Shares, par value US$0.0109)
Name of each exchange on which registered NASDAQ Global Market
Securities registered or to be registered pursuant to Section 12(g) of the Act: None 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 of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
96,162,410 Class `A' Ordinary Shares (as of December 31, 2017)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes No
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 |
1 | 172523507_2 | 172523507 | Global Market
Securities registered or to be registered pursuant to Section 12(g) of the Act: None 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 of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
96,162,410 Class `A' Ordinary Shares (as of December 31, 2017)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes No
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 No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
Indicate by check mark |
1 | 172523507_3 | 172523507 | No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No
This Annual Report on Form 20-F is incorporated by reference into our Registration Statements on Form F-3 No. 333-203555 and Form S-8 File Nos. 333-166590, 333-182279, 333195232 and 333-124384
TABLEOF CONTENTS
Page
General
1
Forward-Looking Statements
1
PART I
Item 1
Identity of Directors, Senior Management and Advisers
1
Item 2
Offer Statistics and Expected Timetable
1
Item 3 |
1 | 172523507_b0 | 172523507 | of liabilities arising from financing activities [line items]
Balance at 1 January 2017
96,492
102,734
Cash-flows:
Interest paid
(4,600) (4,600)
Repayment
Proceeds
Non-cash:
Interest charged
4,600
4,600
Exchange adjustment
Accretion interest
723
718
Fair value
(2,030) (6,960)
Reclassification
Balance at 31 December 2017
98,185
96,492
102,734
Short-term lease liabilities [Member]
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Balance at 1 January 2017
273
271
Cash-flows:
Interest paid
Repayment
(295)
(282)
Proceeds
28
Non-cash:
Interest charged
Exchange adjustment
53
(5)
Accretion interest
Fair value
Reclassification
295
289
Balance at 31 December 2017
354
273
271
Long-term lease liabilities [Member]
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Balance at 1 January 2017
732
1,042
Cash-flows:
Interest paid
Repayment
Proceeds
24
Non-cash:
Interest charged
Exchange adjustment
71
(21)
Accretion interest
Fair value
Reclassification
(295)
(289)
Balance at 31 December 2017
$ 532
$ 732
$ 1,042
POST BALANCE SHEET EVENTS (Narrative)
(Details) - Post BS Events [Member] - Immco
Diagnostics [Member]
Jan. 30, 2018 USD ($) ft²
Disclosure of non-adjusting events after reporting period [line items]
Area of capital lease | ft²
31,731
Annual rent | $
$ 422,000
Lease term period
15 years
|
1 | 172523507_b1 | 172523507 |
$ (39,964)
(3,970) (290) (4,260) (96,492)
18,340 77,109
1,330 96,779
(92,232) (1,005) (24,533) (75) (117,845)
(3,970) (290) (4,260) (25,326)
18,340 77,109
1,330 96,779
(92,232) (1,005) (24,533) (75) (117,845)
(3,970) (290) (4,260) $ (25,326)
RECONCILIATION OF LIABILITIES ARISING
FROM FINANCING ACTIVITIES (Schedule of
Liabilities Arising from Financing) (Details) - USD ($)
12 Months Ended Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2015
Cash-flows:
Interest paid
$ 4,600,000 $ 4,600,000 $ 2,198,000
Borrowings & derivative financial instruments [Member]
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Balance at 1 January 2017
96,492
102,734
Cash-flows:
Interest paid
(4,600) (4,600)
Repayment
Proceeds
Non-cash:
Interest charged
4,600
4,600
Exchange adjustment
Accretion interest
723
718
Fair value
(2,030) (6,960)
Reclassification
Balance at 31 December 2017
98,185
96,492
102,734
Short-term lease liabilities [Member]
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Balance at 1 January 2017
273
271
Cash-flows:
Interest paid
Repayment
(295)
(282)
Proceeds
28
Non-cash:
Interest charged
Exchange adjustment
53
(5)
Accretion interest
Fair value
Reclassification
295
|
1 | 172528086_0 | 172528086 | Ternium S.A.
Form 20-F
Filed on 24-Apr-2018 Period 31-Dec-2017 Accession number: 0001342874-18-000009
Included Items
1. 20-F 2. EX-4.3: EXHIBIT 4.3 3. EX-8.1: EXHIBIT 8.1 4. EX-12.1: EXHIBIT 12.1 5. EX-12.2: EXHIBIT 12.2 6. EX-13.1: EXHIBIT 13.1 7. EX-13.2: EXHIBIT 13.2 8. XBRL (render)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One) o Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
or Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended x December 31, 2017
or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
or o Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file number: 001-3132734
TERNIUM S.A.
(Exact name of Registrant as specified in its charter)
N/A (Translation of Registrant's name into English)
Grand Duchy of Luxembourg (Jurisdiction of incorporation or organization)
29, Avenue de la Porte-Neuve 3rd floor L-2227 Luxembourg
(Address of principal executive offices) Alejandra Hryszkiewicz
29, Avenue de la Porte-Neuve 3rd floor L-2227 Luxembourg
Tel. +352 26 68 31 52, Fax. +352 26 53 83 49, e-mail: luxembourg@ternium.com (Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class American Depositary Shares Ordinary Shares, par value $1.00 per share
Name of Each Exchange On Which Registered NewYork Stock Exchange NewYork Stock Exchange |
1 | 172528086_1 | 172528086 | 1934
or o Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file number: 001-3132734
TERNIUM S.A.
(Exact name of Registrant as specified in its charter)
N/A (Translation of Registrant's name into English)
Grand Duchy of Luxembourg (Jurisdiction of incorporation or organization)
29, Avenue de la Porte-Neuve 3rd floor L-2227 Luxembourg
(Address of principal executive offices) Alejandra Hryszkiewicz
29, Avenue de la Porte-Neuve 3rd floor L-2227 Luxembourg
Tel. +352 26 68 31 52, Fax. +352 26 53 83 49, e-mail: luxembourg@ternium.com (Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class American Depositary Shares Ordinary Shares, par value $1.00 per share
Name of Each Exchange On Which Registered NewYork Stock Exchange NewYork Stock Exchange*
*Ordinary shares of Ternium S.A. are not listed for trading but only in connection with the registration of American Depositary Shares which are evidenced by American Depositary Receipts.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstandingshares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. 2,004,743,442 ordinary shares, par value USD1.00 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No x
Note checkingthe boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from |
1 | 172528086_2 | 172528086 | *
*Ordinary shares of Ternium S.A. are not listed for trading but only in connection with the registration of American Depositary Shares which are evidenced by American Depositary Receipts.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstandingshares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. 2,004,743,442 ordinary shares, par value USD1.00 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No x
Note checkingthe boxabove will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
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 duringthe preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of "large accelerated filer," "accelerated filer," and "emerginggrowth company" in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer x
Accelerated Filer |
1 | 172528086_3 | 172528086 | their obligations under those Sections.
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 duringthe preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of "large accelerated filer," "accelerated filer," and "emerginggrowth company" in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer x
Accelerated Filer o
Non-accelerated filer o
Emerginggrowth company o
If an emerginggrowth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. o
The term "new or revised financial accountingstandard" refers to any update issued by the Financial AccountingStandards Board to its AccountingStandards Codification after April 5, 2012.
Indicate by check mark which basis of accountingthe registrant has used to prepare the financial statements included in this filing:
U.S. GAAP o
International Financial ReportingStandards as issued by the International AccountingStandards Board x
If "Other" has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Other o
Please send |
1 | 172528086_b0 | 172528086 |
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
236,335 100,026
Cash and cash equivalents | Level 2
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
0
0
Other investments
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
99,505
83,117
Other investments | Level 1
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
99,505
78,105
Other investments | Level 2
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
0
5,012
Derivatives
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
2,304
316
Derivatives | Level 1
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
0
0
Derivatives | Level 2
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
2,304
316
Derivatives
Disclosure of fair value measurement of assets [line items]
Financial liabilities, at fair value
6,001
287
Derivatives | Level 1
Disclosure of fair value measurement of assets [line items]
Financial liabilities, at fair value
0
0
Derivatives | Level 2
Disclosure of fair value measurement of assets [line items]
Financial liabilities, at fair value
$ 6,001 $ 287
SUBSEQUENT EVENTS Agreement Regarding Governance of Usiminas (Details) - Previdência Usiminas - Tenrium
Investments S.a r.l. & Nippon Steel & Sumitomo Metal Corporation
Feb. 08, 2018 term
Disclosure of non-adjusting events after reporting period [line items]
Alternating time interval to nominate CEO
4 years
Number of consecutive terms
2
Alternating term to nominate CEO
2 years
|
1 | 172528086_b1 | 172528086 | ,851 and USD 237,191 as of December 31, 2017, 2016 and 2015, respectively.
FINANCIAL RISK MANAGEMENT (Financial assets and liabilities at fair
value) (Details) - USD ($) $ in Thousands
Dec. 31, 2017 Dec. 31, 2016
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
$ 338,144 $ 183,459
Financial liabilities, at fair value
6,001
287
Level 1
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
335,840 178,131
Financial liabilities, at fair value
0
0
Level 2
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
2,304
5,328
Financial liabilities, at fair value
6,001
287
Cash and cash equivalents
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
236,335 100,026
Cash and cash equivalents | Level 1
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
236,335 100,026
Cash and cash equivalents | Level 2
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
0
0
Other investments
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
99,505
83,117
Other investments | Level 1
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
99,505
78,105
Other investments | Level 2
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
0
5,012
Derivatives
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
2,304
316
Derivatives | Level 1
Disclosure of fair value measurement of assets [line items]
Financial assets, at fair value
0
0
Derivatives |
1 | 172528329_0 | 172528329 | Erytech Pharma S.A.
Form 20-F
Filed on 24-Apr-2018 Period 31-Dec-2017 Accession number: 0001193125-18-128812
Included Items
1. 20-F 2. EX-1.1 3. EX-2.1 4. EX-4.3 5. EX-12.1 6. EX-12.2 7. EX-13.1 8. EX-15.1
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
OR
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission File Number 001-38281
ERYTECH Pharma S.A.
(Exact name of registrant as specified in its charter and translation of registrant's name into English)
France
(Jurisdiction of incorporation or organization)
Bâtiment Adénine, 60 Avenue Rockefeller 69008 Lyon France
(Address of principal executive offices)
Gil Beyen Chairman and Chief Executive Officer
ERYTECH Pharma S.A. Bâtiment Adénine, 60 Avenue Rockefeller
69008 Lyon France Tel: +33 4 78 74 44 38 Fax: +33 4 78 75 56 29
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
American Depositary Shares, each representing one ordinary share, nominal value 0.10 per share
Ordinary shares, nominal value 0.10 per share*
|
1 | 172528329_1 | 172528329 |
SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission File Number 001-38281
ERYTECH Pharma S.A.
(Exact name of registrant as specified in its charter and translation of registrant's name into English)
France
(Jurisdiction of incorporation or organization)
Bâtiment Adénine, 60 Avenue Rockefeller 69008 Lyon France
(Address of principal executive offices)
Gil Beyen Chairman and Chief Executive Officer
ERYTECH Pharma S.A. Bâtiment Adénine, 60 Avenue Rockefeller
69008 Lyon France Tel: +33 4 78 74 44 38 Fax: +33 4 78 75 56 29
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
American Depositary Shares, each representing one ordinary share, nominal value 0.10 per share
Ordinary shares, nominal value 0.10 per share*
Name of each exchange on which registered
The Nasdaq Global Select Market
The Nasdaq Global Select Market*
* Not for trading, but only in connection with the registration of the American Depositary Shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
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 of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
Ordinary shares, nominal value 0.10 per share: 17,937,559 as of December 31, 2017
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 |
1 | 172528329_2 | 172528329 |
Name of each exchange on which registered
The Nasdaq Global Select Market
The Nasdaq Global Select Market*
* Not for trading, but only in connection with the registration of the American Depositary Shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
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 of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
Ordinary shares, nominal value 0.10 per share: 17,937,559 as of December 31, 2017
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No
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 No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U |
1 | 172528329_3 | 172528329 | (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 No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Table of Contents
TABLEOF CONTENTS
INTRODUCTION
PART I
Item 1. Item 2. Item 3.
Item 4.
Item 4A. Item 5.
Item 6.
Item 7. Item 8. Item 9.
Item 10.
Identity of Directors, Senior Management and Advisers Offer Statistics and |
1 | 172528329_b0 | 172528329 | Oxley Act of 2002
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Gil Beyen, Chief Executive Officer of ERYTECH Pharma S.A. (the "Company"), and Eric Soyer, Chief Financial Officer and Chief Operating Officer of the Company, each hereby certifies that, to the best of his knowledge:
(1) The Company's Annual Report on Form 20-F for the year ended December 31, 2017, to which this Certification is attached as Exhibit 13.1 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 24, 2018
/s/ Gil Beyen Name: Gil Beyen Title: Chief Executive Officer
(Principal Executive Officer)
/s/ Eric Soyer Name: Eric Soyer Title: Chief Financial Officer and
Chief Operating Officer (Principal Financial Officer)
Exhibit 15.1
Consent of Independent Registered Public Accounting Firm The Board of Directors, Erytech Pharma S.A. We consent to the incorporation by reference in the registration statement (no. 333-222673) on Form S-8 of Erytech Pharma S.A. of our report dated April 23, 2018, with respect to the consolidated statements of financial position of Erytech Pharma S.A. and its subsidiary as of December 31, 2017 2016 and 2015, and the related consolidated statements of income (loss), comprehensive income (loss), changes in shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the "consolidated financial statements"), which report appears in the Annual Report on Form 20-F of Erytech Pharma S.A for the year ended December 31, 2017.
Lyon, April 24, 2018 KPMG Audit Département de KPMG S.A. /s/ Sara Righenzi de Villers Sara Righenzi de Villers Partner
|
1 | 172528329_b1 | 172528329 | in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
5. The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
Date: April 24, 2018
/s/ Eric Soyer Name: Eric Soyer Title: Chief Financial Officer and
Chief Operating Officer (Principal Financial Officer)
Exhibit 13.1
Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Gil Beyen, Chief Executive Officer of ERYTECH Pharma S.A. (the "Company"), and Eric Soyer, Chief Financial Officer and Chief Operating Officer of the Company, each hereby certifies that, to the best of his knowledge:
(1) The Company's Annual Report on Form 20-F for the year ended December 31, 2017, to which this Certification is attached as Exhibit 13.1 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 24, 2018
/s/ Gil Beyen Name: Gil Beyen Title: Chief Executive Officer
(Principal Executive Officer)
/s/ Eric |
1 | 172531400_0 | 172531400 | Spark Networks SE
Form 20-F
Filed on 25-Apr-2018 Period 31-Dec-2017 Accession number: 0001144204-18-022440
Included Items
1. 20-F: FORM 20-F 2. EX-4.6: EXHIBIT 4.6 3. EX-12.1: EXHIBIT 12.1 4. EX-12.2: EXHIBIT 12.2 5. EX-13.1: EXHIBIT 13.1 6. EX-13.2: EXHIBIT 13.2
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGEACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 31, 2017
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
for the transition period from
to
OR
o SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date of event requiring this shell company report
Commission file number
Spark Networks SE
(Exact name of Registrant as specified in its charter)
Not Applicable (Translation of Registrant's name into English)
Germany (Jurisdiction of incorporation)
Kohlfurter Straße 41/43 Berlin 10999 Germany
(address of principal executive offices)
Robert W. O'Hare, Tel: (+49) 30 868 000 102 Kohlfurter Straße 41/43 Berlin 10999 Germany (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered, pursuant to Section 12(b) of the Act
Title of each class American Depositary Shares each representing one-tenth of an ordinary share
Ordinary shares, 1.00 nominal value per share |
1 | 172531400_1 | 172531400 | 15(d) OF THESECURITIES EXCHANGEACT OF 1934
for the transition period from
to
OR
o SHELL COMPANYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGEACT OF 1934
Date of event requiring this shell company report
Commission file number
Spark Networks SE
(Exact name of Registrant as specified in its charter)
Not Applicable (Translation of Registrant's name into English)
Germany (Jurisdiction of incorporation)
Kohlfurter Straße 41/43 Berlin 10999 Germany
(address of principal executive offices)
Robert W. O'Hare, Tel: (+49) 30 868 000 102 Kohlfurter Straße 41/43 Berlin 10999 Germany (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered, pursuant to Section 12(b) of the Act
Title of each class American Depositary Shares each representing one-tenth of an ordinary share
Ordinary shares, 1.00 nominal value per share*
Name of each exchange on which registered New York Stock Exchange New York Stock Exchange
* Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None (Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act
None (Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o 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 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 |
1 | 172531400_2 | 172531400 | *
Name of each exchange on which registered New York Stock Exchange New York Stock Exchange
* Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None (Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act
None (Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o 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 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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer x Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act. o
The term "newor revised financial accounting |
1 | 172531400_3 | 172531400 | requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer x Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act. o
The term "newor revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP o
International Financial Reporting Standards as issued by the International Accounting Standards Board x
Other o
If "Other" has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of outstanding shares of each of the issuer's classes of capital stock or common stock as of the close of business covered by the annual report. 1,293,219 ordinary shares.
TABLEOF CONTENTS
Page
Presentation of Financial and Other Information
Cautionary Statement Regarding Forward-Looking Statements
3
PART I
ITEM 1.
IDENTITYOF DIRECTORS, SENIOR MANAGEMENT AND ADVIS |
1 | 172531400_b0 | 172531400 |
Robert W. O'Hare
Chief Financial Officer
Exhibit 13.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THESARBANES-OXLEYACT OF 2002
The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended December 31, 2017 (the "Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code.
I, Jeronimo Folgueira, certify that:
1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 25, 2018
By:
/s/ Jeronimo Folgueira
Jeronimo Folgueira
Chief Executive Officer
Exhibit 13.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THESARBANES-OXLEYACT OF 2002
The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended December 31, 2017 (the "Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code.
I, Robert W. O'Hare, certify that:
1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 25, 2018
By:
/s/ Robert W. O'Hare
Robert W. O'Hare
Chief Financial Officer
|
1 | 172531400_b1 | 172531400 | company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
Date: April 25, 2018
By:
/s/ Robert W. O'Hare
Robert W. O'Hare
Chief Financial Officer
Exhibit 13.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THESARBANES-OXLEYACT OF 2002
The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended December 31, 2017 (the "Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code.
I, Jeronimo Folgueira, certify that:
1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 25, 2018
By:
/s/ Jeronimo Folgueira
Jeronimo Folgueira
|
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