U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


____________________


AMENDMENT NO. 2


TO


FORM 40-F


☐Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934


or


☒Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934





For the fiscal year ended:December 31, 2018Commission File Number:000-53543


____________________


Ballard Power Systems Inc.


(Exact name of registrant as specified in its charter)


British Columbia, Canada3620Not Applicable(Province or Other Jurisdiction of(Primary Standard Industrial Classification(I.R.S. EmployerIncorporation or Organization)Code Number)Identification No.)


9000 Glenlyon Parkway


Burnaby, BC


Canada V5J 5J8


(604) 454-0900


(Address and telephone number of registrant’s principal executive offices)


____________________


CT Corporation System


111 8 th  Avenue


New York, NY 10011


(212) 894-8940


(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)


____________________


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


Title of Each Class:Name of Each Exchange On Which Registered:Common SharesNASDAQ Global Market








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Securities registered or to be registered pursuant to Section 12(g) of the Act:  Not applicable


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  Not applicable


For annual reports, indicate by check mark the information filed with this form:


☒Annual Information Form☒Audited Annual Financial Statements


Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report:  As of December 31, 2018, there were 231,812,809 common shares outstanding.


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No


Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the Registrant was required to submit such files). ☒ Yes ☐ No


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.


Emerging growth company ☐











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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. ☐





This Annual Report on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, the following Registration Statements of the Registrant filed under the Securities Act of 1933: Form S-8 (File No. 333-225494, 333-161807, and 333-156553); and Form F-10 (File No. 333-225493).


EXPLANATORY NOTE


Ballard Power Systems Inc. (the “Registrant” or the “Company”) is filing this Amendment No. 2 (the “Amendment to Form 40-F”) to the Annual Report on Form 40-F (the “Original Form 40-F”) for the fiscal year ended December 31, 2018 for the sole purpose of correcting certain date references and an erroneous reference to U.S. generally accepted accounting principles in the reports of independent registered public accounting firm set forth in the Company’s consolidated financial statements for the years ended December 31, 2018 and 2017, attached hereto as Exhibit 99.1.


This Amendment to Form 40-F does not reflect any events that have occurred after the Original Form 40-F was filed.


UNDERTAKING


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


CONSENT TO SERVICE OF PROCESS


The Company has previously filed with the Commission a written consent to service of process on Form F-X. Any change to the name or address of the Company’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Company.




















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EXHIBIT INDEX


The following documents are being filed with the Commission as exhibits to this Annual Report on Form 40-F.


ExhibitDescription99.1Ballard Power Systems Inc. Consolidated Financial Statements for the years ended December 31, 2018 and 201799.2*Ballard Power Systems Inc. Management’s Discussion and Analysis for the year ended December 31, 201899.3*Annual Information Form for Ballard Power Systems Inc. for the year ended December 31, 201899.4Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 200299.5Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.6Consent of KPMG LLP101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Extension Schema Document101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document101.DEF*XBRL Taxonomy Definition Linkbase Document101.LAB*XBRL Taxonomy Extension Label Linkbase Document101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document


* Previously filed.

















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SIGNATURES


Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.


BALLARD POWER SYSTEMS INC.Date: May 2, 2019By: /s/ Anthony GuglielminName: Anthony GuglielminTitle: Vice President and Chief Financial Officer