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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 40-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2009
 
 Commission file number: 001-34152
 
 WESTPORT INNOVATIONS INC.
  Alberta
(Province or other jurisdiction of incorporation or organization)
    
    3537
(Primary Standard Industrial
Classification Code)
    
    N/A
(I.R.S. Employer Identification No.)
 Suite 101, 1750 West 75 th Avenue
Vancouver, British Columbia, Canada V6P 6G2
(604) 718-2000
 Dorsey & Whitney LLP
    
    Copies to:Republic Plaza Building, Suite 4700
370 Seventeenth Street 
Denver, Colorado 80202
(303) 629-3400
(Name, address (including zip code) and telephone number (including area 
code) of agent for service in the United States)
    
    Kenneth G. Sam
Dorsey & Whitney LLP
Republic Plaza Building, Suite 4700
370 Seventeenth Street
Denver, Colorado 80202
(303) 629-3445
 
  Title of Each Class:
    
    Name of Each Exchange On Which Registered:Common Shares, no par value
    
    NASDAQ Global Market
 N/A
 N/A
 
  þ Annual Information Form
    
    þ Audited Annual Financial Statements
 
  
 þ o
 o o




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TABLE OF CONTENTS  EXPLANATORY NOTEFORWARD-LOOKING STATEMENTSNOTE TO UNITED STATES READERS- DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICESCURRENCYANNUAL INFORMATION FORMAUDITED ANNUAL FINANCIAL STATEMENTSMANAGEMENTS DISCUSSION AND ANALYSISTAX MATTERSCONTROLS AND PROCEDURESAUDIT COMMITTEEPRINCIPAL ACCOUNTING FEES AND SERVICES  INDEPENDENT AUDITORSPRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY INDEPENDENT AUDITORSOFF-BALANCE SHEET TRANSACTIONSCODE OF ETHICSCONTRACTUAL OBLIGATIONSNOTICES PURSUANT TO REGULATION BTRNASDAQ CORPORATE GOVERNANCEUNDERTAKINGCONSENT TO SERVICE OF PROCESSEXHIBIT INDEXSIGNATURESEXHIBIT INDEXExhibit 1Exhibit 2Exhibit 3Exhibit 4Exhibit 5Exhibit 6Exhibit 7Exhibit 8Exhibit 9    Table of Contents  
 
 EXPLANATORY NOTE
  
 
 FORWARD-LOOKING STATEMENTS
  
    
    the future demand for Cummins Westport Inc. and Westport products;
 
    
    the penetration of our existing markets and expansion of those markets;
 
    
    our ability to successfully launch our high-pressure direct-injection technology
commercially;
 
    
    our ability to exploit and protect our intellectual property;
 
    
    our capital expenditure programs;
 
    
    the future desirability and use of natural gas as an alternative fuel;
 
    
    commodity prices and the fuel price differential between natural gas and diesel;
 
    
    ongoing relationships between us and our business partners;
 
    
    our ability to continue to compete with our competitors and their technologies;
 
    
    the capital and operating costs of vehicles using our technologies relative to
alternative technologies;
 
    
    continuing growth in the transportation sector and in the natural gas engine market;
 
    
    profit margins and production costs of engines incorporating our technologies;
 
    
    the further development of infrastructure supporting the application of natural gas as
an alternative fuel;
 
    
    increasing penetration of our technologies in key markets within the transportation
sector and in key geographic markets;
 
    
    increasingly stringent environmental regulation in the future;
 
    
    ongoing availability of government incentives and mandates for our technology;




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
    
    our ability to attract and retain personnel;
 
    
    demand for engines incorporating our technologies by the Ports of Los Angeles and Long
Beach, California;
 
    
    production capacity and methods for our liquefied natural gas system;
 
    
    increasing commercialization of our technologies;
 
    
    expansion of our product offerings;
 
    
    our estimates and assumptions used in our accounting policies, and accruals, including
warranty accruals, and financial condition;
 
    
    our adoption, timing, and ability to meet certain accounting and regulatory standards;
 
    
    the ability of our products to adapt to the use of biogas and manufactured fuels,
including hydrogen, as fuels; and
 
    
    our compliance with environmental regulations.
  
    
    market acceptance of our products;
 
    
    product development delays;
 
    
    delays in contractual commitments;
 
    
    changing environmental regulations;
 
    
    the ability to attract and retain business partners;
 
    
    future levels of government funding and incentives;
 
    
    competition from other technologies;
 
    
    the ability to provide the capital required for research, product development,
operations and marketing; and
 
    
    those risks discussed under the heading Risk Factors in the Annual Information Form
(AIF) of the Company filed as Exhibit 1 to this annual report on Form 40-F.




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NOTE TO UNITED STATES READERS-
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
 Exhibit 2
 
 
 CURRENCY
  
 
 ANNUAL INFORMATION FORM
 Exhibit 1
 
 
 AUDITED ANNUAL FINANCIAL STATEMENTS
 Exhibit 2
 
 
 MANAGEMENTS DISCUSSION AND ANALYSIS
 Exhibit 3
 
 
 TAX MATTERS
  
 
 CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures




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Managements Report on Internal Control over Financial Reporting Auditors Attestation Report
  Changes in Internal Control over Financial Reporting
  
 
 AUDIT COMMITTEE
 Audit Committee
 Exhibit 1
   Exhibit 1 www.westport.com.
 Audit Committee Financial Expert




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PRINCIPAL ACCOUNTING FEES AND SERVICES  INDEPENDENT AUDITORS
  
 
 PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT AUDITORS
  
 
 OFF-BALANCE SHEET TRANSACTIONS
  
 
 CODE OF ETHICS
 Exhibit 4 www.westport.com.
  www.westport.com
 
 
 CONTRACTUAL OBLIGATIONS
  Payments Due by Period(Figures are in Canadian Dollars)Less than 1
    
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    
    Year
    
    
    1-3 Years
    
    
    4-5 years
    
    
    5 yearsAccounts payable and accrued liabilities
    
    $
    14,359
    
    
    $
    14,359
    
    
    $
    
    
    
    $
    
    
    
    $
    Demand instalment loan (1)(2)
    
    
    4,950
    
    
    
    1,494
    
    
    
    2,568
    
    
    
    888
    
    
    
    Short-term debt (3)
    
    
    1,614
    
    
    
    1,614
    
    
    
    
    
    
    
    
    
    
    
    Subordinated debenture notes (4)
    
    
    18,037
    
    
    
    1,350
    
    
    
    16,687
    
    
    
    
    
    
    
    Capital (Finance) Lease Obligations
    
    
    57
    
    
    
    17
    
    
    
    27
    
    
    
    13
    
    
    
    Operating Lease Obligations
    
    
    5,795
    
    
    
    1,734
    
    
    
    2,594
    
    
    
    1,402
    
    
    
    65Royalty payments(5)
    
    
    28,189
    
    
    
    1,350
    
    
    
    2,700
    
    
    
    2,700
    
    
    
    21,439Investment in joint venture (6)
    
    
    5,273
    
    
    
    5,273
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    78,274
    
    
    $
    27,191
    
    
    $
    24,576
    
    
    $
    5,003
    
    
    $
    21,504




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(1)
    
    Includes interest at the interest rate in effect on March 31, 2009.(2)
    
    Demand instalment loan is repayable over five years unless the bank demands early payment.(3)
    
    Short-term debt is repayable only based on the sale of certain product. The Company has assumed these sales will occur within a year.(4)
    
    Includes interest at 9% per
annnum.(5)
    
    From fiscal 2009 to 2015, inclusive, the Company is obligated to pay annual
royalties equal to the greater of $1.35 million or 0.33% of the Companys gross annual revenue
from all sources, provided that gross revenue exceeds $13.5 million in any aforementioned
fiscal year, up to a maximum of $28.2 million. The Company has assumed the minimum required payments.(6)
    
    See Note 20 to our consolidated financial statements. 
 
 NOTICES PURSUANT TO REGULATION BTR
  
 
 NASDAQ CORPORATE GOVERNANCE
    1 3




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UNDERTAKING
  
 
 CONSENT TO SERVICE OF PROCESS
  
 
 EXHIBIT INDEX
  Exhibit
    
    DescriptionAnnual Information1.
    
    Annual Information Form of the Company for the year ended March 31, 20092.
    
    Audited consolidated financial statements of the Company and notes
thereto for the years ended March 31, 2009, 2008, and 2007 together
with the report of the auditors thereon3.
    
    Managements Discussion and Analysis4.
    
    Code of ConductCertifications5.
    
    Certificate of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 20026.
    
    Certificate of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 20027.
    
    Certificate of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 20028.
    
    Certificate of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002Consents9.
    
    Consent of KMPG LLP




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SIGNATURES
  WESTPORT INNOVATIONS INC.By:

/s/
David R. DemersName:
    David R. DemersTitle:
    Chief Executive Officer




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EXHIBIT INDEX
 Exhibit
    
    DescriptionAnnual Information1.
    
    Annual Information Form of the Company for the year ended March 31, 20092.
    
    Audited consolidated financial statements of the Company and notes
thereto for the years ended March 31, 2009, 2008, and 2007 together
with the report of the auditors thereon3.
    
    Managements Discussion and Analysis4.
    
    Code of ConductCertifications5.
    
    Certificate of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 20026.
    
    Certificate of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 20027.
    
    Certificate of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 20028.
    
    Certificate of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002Consents9.
    
    Consent of KMPG LLP