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Points International Ltd – ‘40-F/A’ for 12/31/14

On:  Friday, 3/27/15, at 9:11am ET   ·   For:  12/31/14   ·   Accession #:  1062993-15-1530   ·   File #:  1-35078

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/27/15  Points International Ltd          40-F/A     12/31/14    3:34K                                    Newsfile Corp/FA

Amendment to Annual Report by a Canadian Issuer   —   Form 40-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F/A      Amendment to Annual Report by a Canadian Issuer --  HTML     25K 
                          form40fa                                               
 2: EX-99.4     Miscellaneous Exhibit -- exhibit99-4                HTML     17K 
 3: EX-99.5     Miscellaneous Exhibit -- exhibit99-5                HTML      7K 


40-F/A   —   Amendment to Annual Report by a Canadian Issuer — form40fa


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  Points International Ltd. - Form 40-F/A - Filed by newsfilecorp.com  
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F/A

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

[X] 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 0-51509

POINTS INTERNATIONAL LTD.
(Exact name of Registrant as specified in its charter)

Canada

7389

Not Applicable

(Province or other jurisdiction of

(Primary Standard Industrial

(I.R.S. Employer

incorporation or organization)

Classification Code Number)

Identification No.)

171 John Street, 5th Floor
Toronto, Ontario, Canada
M5T 1X3
(416) 595-0000
(Address and telephone number of Registrant's principal executive offices)

CT Corporation System
111 Eight Avenue
New York, NY 10011
(212) 894-8400
(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, no par value

NASDAQ Capital 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:
[X] Annual information form      [X] 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: The Registrant had 15,649,085 Common Shares outstanding as at December 31, 2014 Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to the Registrant in connection with such Rule.

Yes [   ]      82- _________      No [X].

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 [X]                No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its 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 registered to submit and post such files).

Yes [    ]              No [   ]
 


EXPLANATORY NOTE

The Registrant is filing this Amendment No. 1 (this "Amendment") 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 on March 4, 2015.

The Registrant is filing this Amendment for the sole purpose of adding disclosure regarding its reliance on exemptions from certain NASDAQ corporate governance standards. See "Disclosure Pursuant to the Requirements of the NASDAQ Stock Market".

Other than as expressly set forth herein, this Amendment does not, and does not purport to, update or restate the information in the Original Filing or reflect and events that have occurred after the Original Filing was filed.


CERTIFICATIONS

See Exhibits 99.4 and 99.5 to this Form 40-F for the certifications required under Rules 13a-14(a) and Rule 13a-14(b).

DISCLOSURE CONTROLS AND PROCEDURES
AND INTERNAL CONTROL OVER FINANCIAL REPORTING

The conclusion of the Registrant’s Chief Executive Officer and Chief Financial Officer regarding the effectiveness of the Registrant’s disclosure controls and procedures is included in Management’s Discussion and Analysis under the heading “Disclosure Controls and Procedures” and is filed herewith as Exhibit 99.3 and incorporated herein by reference.

Management’s annual report on internal control over financial reporting is included in Management’s Discussion and Analysis under the heading “Management’s Report on Internal Control Over Financial Reporting” and is filed herewith as Exhibit 99.3 and incorporated herein by reference.

The report of KPMG LLP with respect to the Registrant’s internal control over financial reporting is included with the 2014 Audited Consolidated Financial Statements filed herewith as Exhibit 99.2 and incorporated herein by reference.

NOTICES PURSUANT TO RULE 104 OF REGULATION BTR

None.

AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors of the Registrant has determined that Mr. Douglas Carty is an audit committee financial expert (as defined in paragraph 8(b) of General Instruction B to Form 40-F). The Board of Directors has also determined that Mr. Carty is "independent," as this term is defined in the listing standards of the NASDAQ Capital Market.

CODE OF ETHICS

The Registrant has adopted a code of ethics (as that term is defined in Form 40-F) that applies to its employees (including its principal executive officer, principal financial officer and controller). The code of ethics is available at the Registrant’s website at www.pointsinternational.com and is available in print to any shareholder upon written request to the Secretary of the Registrant at the address listed on the first page of this Form 40-F.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate audit fees, audit related fees, tax fees and other fees (as those terms are defined in Form 40-F) billed by the Registrant’s external auditor in each of the last two fiscal years is disclosed in the Registrant’s 2014 Annual Information Form under the heading “Audit Committee – External Auditor Service Fees” and is filed herewith as Exhibit 99.1 and incorporated herein by reference.

A description of the audit committee’s pre-approval policies and procedures is disclosed in the Registrant’s 2014 Annual Information Form under the heading “Audit Committee – Audit Committee Pre-Approval Policies and Procedures” and is filed herewith as Exhibit 99.1 and incorporated herein by reference.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant has no off-balance sheet arrangements required to be disclosed in this annual report on Form 40-F.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The Registrant's contractual obligations as of December 31, 2014 are disclosed in the notes to the 2014 Audited Consolidated Financial Statements and in Management’s Discussion and Analysis for the fiscal year ended December 31, 2014 under the heading “Liquidity and Capital Resources – Contractual Obligations and Commitments”, each of which are filed herewith as Exhibits 99.2 and 99.3 respectively and incorporated herein by reference.


IDENTIFICATION OF AUDIT COMMITTEE

The Registrant has a separately standing audit committee established in accordance with 3(a)(58)(A) of the Exchange Act. The members of the audit committee as of the date of this filing are: Mr. Douglas Carty (Chair), Mr. Bernay Box and Mr. John Thompson.

DISCLOSURE PURSUANT TO THE REQUIREMENTS OF THE NASDAQ STOCK MARKET

As a foreign private issuer under the Exchange Act, the Registrant is permitted under NASDAQ Rule 5615(a)(3) to follow its home country practice in lieu of certain NASDAQ corporate governance standards. In order to claim such exemption, the Registrant must disclose the NASDAQ corporate governance standards that it does not follow and describe the home country practice that it follows in lieu of such standards. A description of the significant ways in which the Registrant's governance practices differ from those followed by domestic companies follows:

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when required 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.

SIGNATURE

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.

March 26, 2015

POINTS INTERNATIONAL LTD.

 

  By:  /s/ Robert MacLean
    Name:   Robert MacLean
    Title:     Chief Executive Officer


EXHIBITS

Number Document
   
99.1* Annual Information Form of the Registrant for the fiscal year ended December 31, 2014.
   
99.2* Audited Consolidated Financial Statements for the year ended December 31, 2014.
   
99.3* Management’s Discussion and Analysis for the fourth quarter and year ended December 31, 2014.
   
99.4 Chief Executive Officer and Chief Financial Officer certifications required by Rule 13a-14(a).
   
99.5 Chief Executive Officer and Chief Financial Officer certifications required by Rule 13a-14(b).
   
99.6* Consent of KPMG LLP

* Previously filed.



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40-F/A’ Filing    Date    Other Filings
Filed on:3/27/15
3/26/15
3/4/15
For Period End:12/31/1440-F
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Filing Submission 0001062993-15-001530   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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