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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/27/14 Sphere 3D Corp 40FR12G 86:8.3M Newsfile Corp/FA |
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Sphere 3D Corporation - Form 40R12G - Filed by newsfilecorp.com |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 40-F
[X] 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 __________________ Commission File Number __________________
______________________
SPHERE 3D CORPORATION
(Exact name of registrant as
specified in its charter)
Ontario, Canada | 7373 | N/A |
(Province or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
Incorporation or Organization) | Classification Code) | Identification No.) |
240 Matheson Blvd. East
Mississauga, Ontario L4Z
1X1
(416) 749-5999
(Address and telephone number of
registrant’s principal executive offices)
DL Services, Inc.
Columbia Center
701
Fifth Avenue, Suite 6100
Seattle, Washington 98104-7043
(206) 903-8800
(Name, address (including zip code)
and telephone number (including
area code) of agent for service in
the United States)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class: | Name of Each Exchange On Which Registered: |
Common Shares | THE NASDAQ STOCK MARKET LLC |
Securities 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:
[ ] 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: N/A
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 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
[ ] No
FORWARD LOOKING STATEMENTS
The Exhibits incorporated by reference into this Registration Statement contain forward-looking statements concerning anticipated developments in the operations of Sphere 3D Corporation (the “Registrant”) in future periods, planned exploration activities, the adequacy of the Registrant’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “plans”, “expects,” “does not expect”, “is expected”, “is likely”, “budget”, “scheduled”, “ “estimates,” “forecasts”, “intends”, “anticipates”, “does not anticipate”, “continue”, “may”, “will”, “should”, “believes” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” occur or be achieved. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those described in the management discussion and analysis for the year ended December 31, 2013 of the Registrant filed as Exhibit 99.2 to this Registration Statement.
The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards.
DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibit 99.1 through Exhibit 99.84, as set forth in the Exhibit Index attached hereto.
In accordance with General Instruction C.(2) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1, 99.3 and 99.5, the Annual Audited Consolidated Financial Statements of the Registrant for the years ended December 31, 2013 and 2012 and September 30, 2012 and Exhibits 99.2, 99.4 and 99.6, the Registrant’s management’s discussion and analysis for the years ended December 31, 2013 and 2012 and September 30, 2012, as set forth in the Exhibit Index attached hereto.
In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed written consents of certain experts named in the foregoing Exhibits as Exhibit 99.85, as set forth in the Exhibit Index attached hereto.
OFF-BALANCE SHEET TRANSACTIONS
The Registrant does not have any off-balance sheet transactions.
CURRENCY
Unless otherwise indicated, all dollar amounts in this registration statement on Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on December 31, 2013, based upon the noon rate of exchange as quoted by the Bank of Canada was U.S.$1.00 = Cdn.$1.0636 or Cdn.$1.00 = U.S.$0.9402.
CONTRACTUAL OBLIGATIONS
The following table lists as of December 31, 2013 information with respect to the Registrant’s known contractual obligations:
More than 5 | ||||||||||||
< 1 year | 1 to 3 years | 3 to 5 years | years | |||||||||
$ | $ | $ | $ | |||||||||
Operating Lease Obligations | 58,000 | 79,500 | - | - | ||||||||
Total | 58,000 | 79,500 | - | - |
Note: Minimum rent related to a five year lease entered into by the Registrant on May 1, 2011 for a 6,000 square foot, free standing building. |
UNDERTAKINGS
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 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
Concurrently with the filing of the Registration Statement on Form 40-F, the Registrant will file with the Commission a written irrevocable consent and power of attorney on Form F-X. Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.
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 registration statement to be signed on its behalf by a duly authorized officer.
SPHERE 3D CORPORATION | |
/s/ T. Scott Worthington | |
T. Scott Worthington, Chief Financial Officer |
Date: June 26, 2014
The following documents are being filed with the Commission as exhibits to this registration statement on Form 40-F.
Consents | |
99.85 |
This ‘40FR12G’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 6/27/14 | F-X | ||
Filed on: | 6/26/14 | |||
12/31/13 | ||||
12/31/12 | ||||
9/30/12 | ||||
5/1/11 | ||||
List all Filings |