##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM
40-F/A
 (Amendment No. 1)
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008 Commission File Number 333-105024
 CASCADES INC.
  Not Applicable
 Quebec, Canada
 2600
 98-0140192
 404 Marie-Victorin Blvd.
Kingsey Falls, Quebec
Canada J0A 1B0
(819) 363-5100
 Cascades USA Inc.
148 Hudson River Road
Waterford, NY 12188
(518) 238-1900
 Not Applicable.
 Not Applicable.
 Not
Applicable
 1 4 3 4
  þ Annual information form
    
    þ Audited annual financial statements
    Yes o     82-
    
    
    
    No þ
  Yes o
    
    
    
    No þ




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TABLE OF CONTENTS  SIGNATURESEXHIBIT INDEXEX-13.2EX-13.3EX-23.1EX-31.1EX-31.2EX-32.1    Table of Contents  EXPLANATORY NOTE
  
    
    explain that effective January 1, 2009, Cascades Inc. retroactively adopted,
CICA handbook Section 3064 Goodwill and intangible assets, replacing CICA
handbook Section 3062 Goodwill and other intangible assets and CICA handbook
Section 3450 Research and development costs. As a result of this adoption,
Cascades adjusted certain expenditures related to start-up costs as expenses,
rather than recording them as assets in Other finite  life intangible assets.
Cascades also reclassified from property, plant and equipment to other assets, the net
book value of its software in the amount of $7 million as at December 31, 2008.
The impact of the adoption of Section 3064 increased net earnings by $1 million in
2008, 2007 and 2006;
    
    amend to incorporate additional disclosures required by U.S.
GAAP and certain applicable U.S. SEC regulations, which have been
provided, pursuant to the requirements of Item 18 of
Form 20-F;
    
    explain that effective January 1, 2009, the Company
retroactively adopted the presentation and disclosure requirements of
SFAS No. 160 Consolidation. SFAS 160
requires that NCI be presented as a component of shareholders
equity. As a result, NCI were reclassified from other liabilities to
shareholders equity for all periods presented in this
U.S. GAAP reconciliation. Under Canadian GAAP, NCI continue to
be presented in other liabilities; and
    
    include certain information inadvertently omitted from the Managements Report
to the Shareholders of Cascades Inc.
  Annual Audited Consolidated Financial Statements
  Managements Discussion and Analysis
  Disclosure Controls and Procedures
  Evaluation of Disclosure Controls and Procedures
   Managements Report on Internal Control over Financial Reporting
  Changes in Internal Controls over Financial Reporting
  2




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Code of Ethics
 www.cascades.com
 Audit Committee
  Principal Accountant Fees and Services
  Year ended
    
    
    Year endedFees in Canadian dollars
    
    December 31, 2008
    
    
    December 31, 2007Audit Fees
    
    $
    2,046,684
    
    
    $
    1,990,418Audit-Related Fees
    
    $
    379,539
    
    
    $
    793,364Tax Fees
    
    $
    734,173
    
    
    $
    501,114All Other Fees
    
    
    N/A
    
    
    
    N/ATotal
    
    $
    3,160,396
    
    
    $
    3,284,896
      Audit and Non-Audit Services PreApproval Policy
  3




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Percentage of Services Approved by the Audit Committee
  Off-Balance Sheet Arrangements
  Tabular Disclosure of Contractual Obligations
  Forward-Looking Statements
   Website Information
  Undertaking
  Consent to Service of Process
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##### Table of Contents



SIGNATURES
   By:
    
    /s/ Christian DubéName:
    
    Christian DubéTitle:
    
    Vice President and Chief Financial OfficerDate:
    
    November 18, 2009
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##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    Description of Exhibit (and document fromNumber
    
    which incorporated by reference, if applicable)
    
    Note3.1
    
    Articles of Amalgamation of Cascades Inc. filed with the
Inspector general of financial institutions of Quebec on
January 10, 2004
    
    (C)3.2
    
    By-laws of Cascades Inc., as amended
    
    (G)4.1
    
    Indenture, dated as of February 5, 2003, among Cascades
Inc., the Subsidiary Guarantors named therein and The
Bank of New York, as Trustee
    
    (A)4.2
    
    First Supplemental Indenture, dated May 30, 2003, to the
Indenture, dated February 5, 2003, among Cascades Inc.,
the Existing Subsidiary Guarantors named therein, the
New Subsidiary Guarantors named therein and The Bank of
New York, as Trustee
    
    (B)4.3
    
    Second Supplemental Indenture, dated December 30, 2003,
to the Indenture, dated February 5, 2003, among Cascades
Inc., the Existing Subsidiary Guarantors named therein,
the New Subsidiary Guarantors named therein and The Bank
of New York, as Trustee
    
    (C)4.4
    
    Third Supplemental Indenture, dated March 16, 2004, to
the Indenture, dated February 5, 2003, among Cascades
Inc., the Existing Subsidiary Guarantors named therein,
the New Subsidiary Guarantor named therein and The Bank
of New York, as Trustee
    
    (C)4.5
    
    Fourth Supplemental Indenture, dated July 8, 2004, to
the Indenture, dated February 5, 2003, among Cascades
Inc., the Existing Subsidiary Guarantors named therein,
the New Subsidiary Guarantor named therein and The Bank
of New York, as Trustee
    
    (C)4.6
    
    Fifth Supplemental Indenture, dated August 26, 2004, to
the Indenture, dated February 5, 2003, among Cascades
Inc., the Existing Subsidiary Guarantors named therein,
the New Subsidiary Guarantors named therein and The Bank
of New York, as Trustee
    
    (C)4.7
    
    Sixth Supplemental Indenture, dated November 30, 2004,
to the Indenture, dated February 5, 2003, among Cascades
Inc., the Existing Subsidiary Guarantors named therein,
the New Subsidiary Guarantors named therein and The Bank
of New York Trustee
    
    (C)4.8
    
    Seventh Supplemental Indenture, dated April 27, 2006, to
the Indenture, dated February 5, 2003, among Cascades
Inc., the Existing Subsidiary Guarantors named therein,
the New Subsidiary Guarantor named therein and The Bank
of New York, as Trustee
    
    (E)4.9
    
    Eighth Supplemental Indenture, dated September 20, 2006,
to the Indenture, dated February 5, 2003, among Cascades
Inc., the Existing Subsidiary Guarantors named therein,
the New Subsidiary Guarantor named therein and The Bank
of New York, as Trustee
    
    (E)4.10
    
    Ninth Supplemental Indenture, dated November 8, 2006, to
the Indenture, dated February 5, 2003, among Cascades
Inc., the Existing Subsidiary Guarantors named therein,
the New Subsidiary Guarantor named therein and The Bank
of New York, as Trustee
    
    (E)4.11
    
    Tenth Supplemental Indenture, dated December 28, 2006,
to the Indenture, dated February 5, 2003, among Cascades
Inc., the Existing Subsidiary Guarantors named therein,
the New Subsidiary Guarantors named therein and The Bank
of New York, as Trustee
    
    (E)4.12
    
    Eleventh Supplemental Indenture, dated August 17, 2007,
to the Indenture, dated February 5,2003, among Cascades
Inc., the Existing Subsidiary Guarantors named therein,
the New Subsidiary Guarantors named therein and The Bank
of New York, as Trustee
    
    (F)4.13
    
    Indenture, dated May 28, 2003, among Norampac Inc., the
Subsidiary Guarantors named therein and The Bank of Nova
Scotia Trust Company of New York, as Trustee
    
    (E)4.14
    
    First Supplemental Indenture, dated July 30, 2004, to
the Indenture, dated May 28, 2003, among Norampac Inc.,
the Existing Subsidiary Guarantors named therein, the
New Subsidiary Guarantors named therein and The Bank of
Nova Scotia Trust Company of New York, as Trustee
    
    (E)
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Exhibit
    
    Description of Exhibit (and document fromNumber
    
    which incorporated by reference, if applicable)
    
    Note4.15
    
    Second Supplemental Indenture, dated December 28, 2006, to the
Indenture, dated May 28, 2003, among Norampac Inc., the Existing
Subsidiary Guarantors named therein, the New Subsidiary
Guarantors named
therein and The Bank of Nova Scotia Trust Company of New York, as
Trustee
    
    (E)4.16
    
    Third Supplemental Indenture, dated as of December 29, 2006, to the
Indenture dated as of May 28, 2003 among Norampac Inc. as predecessor
issuer, the Subsidiary Guarantors named therein and The Bank of Nova
Scotia Trust Company of New York, as Trustee, among Cascades Inc., the
Subsidiary Guarantors named therein and The Bank of New York, as Trustee
    
    (E)4.17
    
    Fourth Supplemental Indenture, dated as of August 30, 2007, to the
Indenture dated as of May 28, 2003 among Norampac Inc. as predecessor
issuer, the Subsidiary Guarantors named therein and The Bank of Nova
Scotia Trust Company of New York, as Trustee, among Cascades Inc., the
Subsidiary Guarantors named therein and The Bank of New York, as Trustee
    
    (F)10.1
    
    Asset Purchase Agreement, dated November 16, 2005, among Cascades Fine
Papers Group Inc., Cascades Inc. and Coast Paper Limited (now known as
Spicers, a division of PaperlinX Canada Limited)
    
    (D)10.2
    
    Credit Agreement, dated as of December 29, 2006, among Cascades Inc.,
Cascades USA Inc., Cascades Europe SAS, Cascades Arnsberg GmbH, The Bank
of Nova Scotia, as administrative and collateral agent, National Bank of
Canada, as co-administrative agent, Canadian Imperial Bank of Commerce,
and a syndicate of lenders named therein, as lenders
    
    (E)10.3
    
    First Amendment dated as of June 27, 2007, to the Credit Agreement dated
as of December 29, 2006, among Cascades Inc., Cascades USA Inc.,
Cascades Europe SAS, Cascades Arnsberg GmbH, The Bank of Nova Scotia, as
administrative and collateral agent, National Bank of Canada, as
co-administrative agent, Canadian Imperial Bank of Commerce, and a
syndicate of lenders named therein, as lenders
    
    (F)10.4
    
    Second Amendment dated as of March 27, 2008, to the Credit Agreement
dated as of December 29, 2006, among Cascades Inc., Cascades USA Inc.,
Cascades Europe SAS, Cascades Arnsberg GmbH, The Bank of Nova Scotia, as
administrative and collateral agent, National Bank of Canada, as
co-administrative agent, Canadian Imperial Bank of Commerce, and a
syndicate of lenders named therein, as lenders
    
    (G)10.5
    
    Third Amendment dated as of May 22, 2008, to the Credit Agreement dated
as of December 29, 2006, among Cascades Inc., Cascades USA Inc.,
Cascades Europe SAS, The Bank of Nova Scotia, as administrative and
collateral agent, National Bank of Canada, as co-administrative agent,
Canadian Imperial Bank of Commerce, and a syndicate of lenders named
therein, as lenders
    
    (G)10.6
    
    Fourth Amendment dated as of February 13, 2009, to the Credit Agreement
dated as of December 29, 2006, among Cascades Inc., Cascades USA Inc.,
Cascades Europe SAS, The Bank of Nova Scotia, as administrative and
collateral agent, National Bank of Canada, as co-administrative agent,
Canadian Imperial Bank of Commerce, and a syndicate of lenders named
therein, as lenders
    
    (G)10.7
    
    Share Purchase Agreement, dated December 28, 2006, among Cascades Inc.
and Domtar Inc.
    
    (E)10.8
    
    Cost Sharing Agreement, dated December 28, 2006, among Cascades Inc. and
Domtar Inc.
    
    (E)13.1
    
    Annual Information Form for the year ended December 31, 2008
    
    (G)13.2
    
    Audited Consolidated Financial Statements for the year ended December
31, 2008 together with Managements Report and the Auditors Report
    
    (H)13.3
    
    Managements Discussion and Analysis for the year ended December 31, 2008
    
    (H)23.1
    
    Independent Auditors Consent
    
    (H)31.1
    
    CEO Section 302 Certification
    
    (H)
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Exhibit
    
    Description of Exhibit (and document fromNumber
    
    which incorporated by reference, if applicable)
    
    Note31.2
    
    CFO Section 302 Certification
    
    (H)32.1
    
    CEO and CFO Section 906 Certification
    
    (H)
 
 (A)
    
    Previously filed as an exhibit to Cascades Inc.s Registration Statement on Forms
F-4 and S-4 (Reg. No. 333-105024), filed on May 6, 2003 and incorporated herein by reference.(B)
    
    Previously filed as an exhibit to Amendment No. 1 to Cascades Inc.s
Registration Statement on Forms F-4 and S-4 (Reg. No. 333-105024), filed on July 18, 2003 and
incorporated herein by reference.(C)
    
    Previously filed as an exhibit to Cascades Inc.s Annual Report on Form 40-F,
filed on March 24, 2005 and incorporated herein by reference.(D)
    
    Previously filed as an exhibit to Cascades Inc.s Annual Report on Form 40-F,
filed on March 26, 2006 and incorporated herein by reference.(E)
    
    Previously filed as an exhibit to Cascades Inc.s Annual Report on Form 40-F,
filed on March 27, 2007 and incorporated herein by reference.(F)
    
    Previously filed as an exhibit to Cascades Inc.s Annual Report on Form 40-F,
filed on March 27, 2008 and incorporated herein by reference.(G)
    
    Previously filed as an exhibit to Cascades Inc.s Annual Report on Form 40-F,
filed March 30, 2008 and incorporated herein by reference.(H)
    
    Filed herewith. 8