|• AMENDMENT NO. 1 TO FORM 40-F • REVISED ANNUAL INFORMATION FORM • RULE 13A-14(A)/15D-14(A) CERTIFICATIONS • SECTION 1350 CERTIFICATIONS|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
NEPTUNE TECHNOLOGIES & BIORESSOURCES INC.
(Exact name of registrant as specified in its charter)
225 Promenade du Centropolis
Canada H7T 0B3
(Address and telephone number of Registrants principal executive offices)
CT Corporation System
111 Eighth Avenue, New York, NY 10011
(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.
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:
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report:
Common Shares outstanding as of February 29, 2012: 49,765,093
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 ¨
Neptune Technologies & Bioressources Inc. (the Company or the Registrant) is filing this Amendment No. 1 to Form 40-F to revise the previously filed Annual Information Form for the fiscal year ended February 29, 2012, which was filed as Exhibit 99.1 to the Registrants Form 40-F on May 29, 2012. Other than as expressly set forth herein, this Amendment No. 1 does not, and does not purport to, update or restate the information in any Item of the annual report on Form 40-F or reflect any events that have occurred after the Form 40-F was initially filed.
The Company 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. The Company is a foreign private issuer as defined in Rule 3b-4 under the Exchange Act and in Rule 405 under the Securities Act of 1933, as amended (the Securities 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Amendment No. 1 are forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended. Please see Cautionary Note Regarding Forward-Looking Statements beginning on page 3 of the Revised Annual Information Form, which is Exhibit 99.1 of this Amendment No. 1.
The following document is filed as part of this Amendment:
A. Annual Information Form
For the Registrants Revised Annual Information Form for the year ended February 29, 2012, dated September 11, 2012, see Exhibit 99.1 of this Amendment No. 1.
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
(1) The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
(2) Any change to the name or address of a Registrants agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant.
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.
* Previously filed as an exhibit to the Companys Annual Report on Form 40-F on May 29, 2012.