U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 40-F/A

(Amendment No. 2)

 

(Check One)

| o | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
|--------|-------------------------------------------------------------------------------------------|

or

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

For the fiscal year ended December 31, 2014

Commission file number: 001-35152

 

Wi-LAN INC.

(Exact name of registrant as specified in its charter)

 

 

| Canada                            |   | 6794                                        |   | 28-0451743             |
|-----------------------------------|--------|---------------------------------------------|--------|------------------------|
| (Province or other jurisdiction   |   | (Primary Standard Industrial                |   | (I.R.S. Employer       |
| of incorporation or organization) |   | Classification Code Number (if applicable)) |   | Identification Number) |

303 Terry Fox Drive, Suite 300,Ottawa, Ontario, Canada K2K 3J1(613) 688-4900(Address and Telephone Number of Registrant’s Principal Executive Offices)

Torys LLP

1114 Avenue of the Americas, 23rd Floor

New York, New York 10036.7703

Attention: Andrew J. Beck(212) 880-6000(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 Exchange On Which Registered |
|---------------------|--------|--------------------------------------|
| Common Shares       |   | The 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: 

None

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

 

 

| S | Annual Information Form | S | Audited Annual Financial Statements |
|-------|-------------------------|-------|-------------------------------------|

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: 120,247,647 common shares.

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 | S |   | 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 (§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 | S |   | No | o |   |
|--------|-----|-------|--------|----|--------|--------|

 

 

 

 

 

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EXPLANATORY NOTE

Wi-LAN Inc. (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3. 

The Company is filing this Amendment No. 2 to its Annual Report on Form 40-F for the fiscal year ended December 31, 2014 (the “Original Filing”) filed with the United States Securities and Exchange Commission (the “SEC”) on February 2, 2015 because the Original Filing inadvertently omitted references to the definition of internal control over financial reporting in the certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Exchange Act contained in Exhibit 99.4 and Exhibit 99.5, respectively, to the Original Filing. Consequently, the sole purpose of this Amendment No. 2 is to amend Exhibit 99.4 and Exhibit 99.5 by refiling amended certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Exchange Act only to include the references to the definition of internal control over financial reporting. 

Other than as expressly set forth above, this Amendment No. 2 does not, and does not purport to, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was filed.

 

 

 

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EXHIBIT INDEX

 

| Exhibit |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 99.1 *  |   | Annual information form for the year ended December 31, 2014                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 99.2 *  |   | Management’s discussion and analysis of financial condition and results of operations for the twelve month period ended December 31, 2014 and the twelve month period ended December 31, 2013                                                                                                                                                                                                                                                                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 99.3 *  |   | Audited annual consolidated financial statements for the twelve months ended December 31, 2014 and the twelve months ended December 31, 2013 (previously filed except that the amended Independent Auditor’s Report is filed herewith)                                                                                                                                                                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 99.4    |   | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Exchange Act                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 99.5    |   | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Exchange Act                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 99.6 *  |   | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 99.7 *  |   | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 99.8 *  |   | Consent of PricewaterhouseCoopers LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 99.9 *  |   | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 99.10 * |   | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 101 *   |   | The following financial information from the Company’s audited annual consolidated financial statements for the twelve months ended December 31, 2014 and the twelve months ended December 31, 2013, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (1) Consolidated Statements of Operations and Comprehensive Earnings; (2) Consolidated Balance Sheets; (3) Consolidated Statements of Cash Flows; (5) Consolidated Statements of Shareholders’ Equity and (5) Notes to Consolidated Financial Statements |

 

* Previously Filed.

 

 

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SIGNATURES

Pursuant to the requirements of the United States Securities Exchange Act of 1934, as amended, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

|   | WI-LAN INC.           |
|--------|-----------------------|
|   |                  |   |
|   | By:                   | /s/ Prashant R. Watchmaker |
|   |                  | Name: Prashant R. Watchmaker |
|   |                  | Title: Senior Vice-President, General Corporate Counsel & Corporate Secretary |
|   | Date: August 13, 2015 |