**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.   20549**

 

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**FORM 40-F**

 

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**o****REGISTRATION STATEMENT PURSUANT TO SECTION 12 OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**OR**

 

**x****ANNUAL REPORT PURSUANT TO SECTION 13(a) OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31,2009**

 

**Commission File No.:  0-30718**

 

**SIERRA WIRELESS, INC.**

(Exact name of Registrant as specified in its charter)

 

**Canada**

(Jurisdiction of incorporation or organization)

 

Primary Standard Industrial Classification Doe (ifapplicable): **3663**

 

I.R.S. Employer Identification Number (if applicable):**94-3338019**

 

**13811 Wireless Way, Richmond**

**British Columbia, Canada  V6V 3A4**

**(604) 231-1100**

(Address and telephone number of principal executiveoffices)

 

**CT Corporation111 Eighth AvenueNew York, New York  10011**

**(212) 894-8940**

(Agent for service in the United States)

 

Securities registered or to be registered pursuant to Section 12(b) ofthe Act:

 

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**CommonShares**

(Titleof Class)

 

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Name ofexchange on which securities are registered:

**TorontoStock Exchange, The Nasdaq Global Market**

 

Securities registered or to be registered pursuant to Section 12(g) ofthe Act: **None**

 

Securities for which there is a reporting obligationpursuant to Section 15(d) of the Act: **None**

 

Forannual reports, indicate by check mark the information filed with this Form:

 

x  Annual Information Form    x  Audited AnnualFinancial Statements

 

Indicate thenumber of outstanding shares of each of the issuer’s classes of capital orcommon stock as of the close of the period covered by the annual report:  **31,048,907****Common Shares without parvalue as at December 31, 2009**

 

Indicateby check mark whether the Registrant, by filing the information contained inthis Form, is also thereby furnishing the information to the Commissionpursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934(the “Exchange Act”), If “yes” is marked, indicate the filing number assignedto the Registrant in connection with such Rule.

o  Yes        82-                    x No

 

Indicateby check mark whether the Registrant:  (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theExchange Act during the preceding 12 months (or for such shorter period thatthe Registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  Yes  x   No  o

 

Indicateby check mark whether the Registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe Registrant was required to submit and post such files).

Yes  o      No  o

 

 

 

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**A.**   **Disclosure Controls and Procedures**

 

Disclosurecontrols and procedures are defined by the Securities and Exchange Commission(the “Commission”) as those controls and other procedures that are designed toensure that information required to be disclosed by the Registrant in reportsfiled or submitted by it under the Securities Exchange Act of 1934, as amended(the “Exchange Act”), is recorded, processed, summarized and reported withinthe time periods specified in the Commission’s rules and forms.

 

The Registrant’sChief Executive Officer and Chief Financial Officer have evaluated theRegistrant’s disclosure controls and procedures as of the end of the periodcovered by this Annual Report and have determined that such disclosure controlsand procedures were effective. A discussion of the Registrant’s disclosurecontrols and procedures can be found in its Management’s Discussion andAnalysis of Financial Condition and Results of Operations for the fiscal yearended December 31, 2009, included in Exhibit No. 1.3 to this AnnualReport, under the heading “Disclosure Controls”.

 

**B.**   **Management’s Annual Report on Internal Control OverFinancial Reporting**

 

See Management’sDiscussion and Analysis of Financial Condition and Results of Operations forthe fiscal year ended December 31, 2009, included in Exhibit No. 1.3to this Annual Report, under the heading “Internal Control Over FinancialReporting — Management’s Annual Report on Internal Control Over FinancialReporting”.

 

**C.**   **Attestation Report of the Registered Public AccountingFirm**

 

Theattestation report of KPMG LLP (“KPMG”) is included in KPMG’s report, dated February 10,2010, to the shareholders of the Registrant, which accompanies the Registrant’saudited consolidated financial statements for the fiscal year ended December 31,2009, filed as Exhibit 1.2 to this Annual Report.

 

**D.**   **Changes in Internal Control Over Financial Reporting**

 

See Management’sDiscussion and Analysis of Financial Condition and Results of Operations forthe fiscal year ended December 31, 2009, included in Exhibit No. 1.3to this Annual Report, under the heading “Internal Control Over FinancialReporting — Changes in Internal Control Over Financial Reporting”.

 

**E.**   **Notice of Pension Fund Blackout Period**

 

The Registrantwas not required by Rule 104 of Regulation BTR to send any notice toany of its directors or executive officers during the fiscal year ended December 31,2009.

 

**F.**   **Audit Committee Financial Expert**

 

The Registrant’sBoard of Directors has determined that S. Jane Rowe is the audit committeefinancial expert, within the meaning of General Instruction B(8)(a) of Form 40-F.

 

The Commissionhas indicated that the designation of a person as an audit committee financialexpert does not make such person an “expert” for any purpose, impose anyduties, obligations or liability on such person that are greater than thoseimposed on members of the Audit Committee and the Board of Directors who do notcarry this designation or affect the duties, obligations or liability of anyother member of the Audit Committee or Board of Directors.

 

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**G.**   **Code of Ethics**

 

The Registrant’sBoard of Directors has adopted a code of ethics (the “Code”) that applies toall directors, officers and employees. A copy of the Code may be obtained atwww.sierrawireless.com. The Registrant will provide a copy of the Code withoutcharge to any person that requests a copy by contacting the Corporate Secretaryat the address that appears on the cover of this Annual Report on Form 40-F.

 

**H.**   **Principal Accountant Fees and Services**

 

***Audit Fees***

 

The aggregatefees billed by KPMG, the Registrant’s independent auditor, for the fiscal yearsended December 31, 2009 and 2008, for professional services rendered byKPMG for the audit of the Registrant’s annual financial statements or servicesthat are normally provided by KPMG in connection with statutory and regulatoryfilings or engagements for such fiscal years were $859,000 and $586,000,respectively.

 

***Audit-Related Fees***

 

The aggregatefees billed by KPMG for the fiscal years ended December 31, 2009 and 2008,for assurance and related services rendered by KPMG that are reasonably relatedto the performance  of the audit orreview of the Registrant’s financial statements and are not reported above asaudit fees were nil and $39,000, respectively. Professional services providedin 2008 included assistance related to the Registrant’s acquisition of Wavecom,S.A.

 

***Tax Fees***

 

The aggregatefees billed by KPMG for the fiscal years ended December 31, 2009 and 2008,for professional services rendered by KPMG for tax compliance, tax advice,transfer pricing services, tax planning and other services were $75,000 and$207,000, respectively.

 

Tax fees for 2009were primarily for tax compliance and transfer pricing services.  Tax fees for 2008 were primarily for thepreparation of the Registrant’s Canadian and U.S. tax returns, assistance withtax planning and completion of transfer pricing studies.

 

***All Other Fees***

 

There were nofees billed by KPMG for the fiscal years ended December 31, 2009 and 2008,except as described above.

 

***Audit Committee Pre-Approval Policies andProcedures***

 

Since theenactment of the Sarbanes-Oxley Act of 2002 on July 30, 2002, all auditand non-audit services performed by the Registrant’s outside auditors arepre-approved by the audit committee of the Registrant.

 

**I.**   **Off-Balance Sheet Arrangements**

 

The Registrantis not a party to any off-balance sheet arrangements that have or arereasonably likely to have a current or future effect on its financialcondition, changes in financial condition, revenues or expenses, results ofoperations, liquidity, capital expenditures or capital resources that ismaterial to investors.

 

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**J.**   **Tabular Disclosure of Contractual Obligations**

 

See AnnualInformation Form dated March 24, 2010, included in Exhibit No. 1.1to this Annual Report, under the heading “Contractual Obligations”.

 

**K.**   **Identification of Audit Committee**

 

The Registranthas an audit committee comprised of three individuals: S. Jane Rowe (Chair),Paul G. Cataford and Charles E. Levine. Each of the members of the auditcommittee is independent as that term is defined by the rules andregulations of the Nasdaq Stock Market, Inc. (“Nasdaq”).

 

**L.**   **Critical Accounting Policies**

 

A discussionof the Registrant’s critical accounting policies can be found in its Management’sDiscussion and Analysis of Financial Condition and Results of Operations forthe fiscal year ended December 31, 2009, included in Exhibit No. 1.3to this Annual Report, under the heading “Critical Accounting Estimates”.

 

**M.**   **Nasdaq Exemptions**

 

The rules and regulations of the Nasdaq require each listed issuerto provide that a quorum for its shareholders’ meetings be at least 33 1/3percent of the issuer’s outstanding shares. The Registrant has been granted an exemption from this requirementbecause it is contrary to generally accepted business practices in Canada, theRegistrant’s country of domicile.  TheRegistrant has had the benefit of this exemption in the current and prior year.

 

In determining whether a requirement is contrary to generally acceptedbusiness practices, the Nasdaq rules generally look to the requirements ofthe primary market in the issuer’s country of domicile.  The rules and policies of the TorontoStock Exchange, the primary market in Canada, do not contain quorumrequirements, and the *Canada BusinessCorporations Act*, the Registrant’s governing statute, defers to thequorum requirements contained in an issuer’s By-laws.  Under the Registrant’s By-laws, a quorum fora meeting of the Registrant’s shareholders is two persons present in person,each being a shareholder entitled to vote thereat or a duly appointedproxyholder or representative for a shareholder so entitled.

 

**N.**   **Interactive Data File**

 

The Registrant is currently not required to file financial information inXBRL as we are not a large accelerated filers with a worldwide public floatabove $5 billion.

 

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**UNDERTAKINGAND CONSENT TO SERVICE OF PROCESS**

 

A.           Undertaking

 

The Registrant undertakes to make available, in person or by telephone,representatives to respond to inquiries made by the Commission staff, and tofurnish promptly, when requested to do so by the Commission staff, informationrelating to: the securities registered pursuant to Form 40-F; thesecurities in relation to which the obligation to file an annual report on Form 40-Farises; or transactions in said securities.

 

B.             Consent to Service of Process

 

A Form F-X, as amended, signed by the Registrant and theRegistrant’s agent for service of process with respect to the Common Shares haspreviously been filed with the Commission. Any change to the name or address ofthe Registrant’s agent for service shall be communicated promptly to theCommission by amendment to the Form F-X referencing the file number of theRegistrant.

 

**SIGNATURES**

 

Pursuant to the requirements of the Exchange Act, the Registrantcertifies that it meets all of the requirements for filing on Form 40-Fand has duly caused this annual report to be signed on its behalf by theundersigned, thereto duly authorized.

 

 
| ** ** | **SIERRA  WIRELESS, INC.**            |
|------------|---------------------------------------|
| * *   | *(Registrant)*                        |
|       |                                  |
|       |                                  |
|       | /s/ DAVID G.  MCLENNAN                |
|       | David G.  McLennan,                   |
|       | Chief Financial Officer and Secretary |

 

 

Date: March 24, 2010

 

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**EXHIBIT INDEX**

 
| **Exhibit** | ** ** | ** **   |
|-------------|------------|--------------|
| **No.**     | ** ** | **Document** |
| 1.1         |       |         | Annual  Information Form for the fiscal year ended December 31, 2009, dated  March 24, 2010 |
| 1.2         |       |         | Audited  Consolidated Financial Statements for the fiscal year ended December 31,  2009, prepared in accordance with U.S. generally accepted accounting  principles |
| 1.3         |       |         | Management’s  Discussion and Analysis of Financial Condition and Results of Operations for  the fiscal year ended December 31, 2009 |
| 23.1        |       |         | Consent  of KPMG LLP |
| 31.1        |       |         | Certification  of the Chief Executive Officer and Chief Financial Officer pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1        |       |         | Certification  of the Chief Executive Officer and Chief Financial Officer pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002 |

 

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