| • FORM 40-F • EXHIBIT 99.1 • EXHIBIT 99.2 • EXHIBIT 99.3 • EXHIBIT 99.4 • EXHIBIT 99.5 • EXHIBIT 99.6 • EXHIBIT 99.7 • EXHIBIT 99.8 • XBRL INSTANCE DOCUMENT • XBRL TAXONOMY EXTENSION SCHEMA • XBRL TAXONOMY EXTENSION CALCULATION LINKBASE • XBRL TAXONOMY EXTENSION DEFINITION LINKBASE • XBRL TAXONOMY EXTENSION LABEL LINKBASE • XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 40-F
OR
NORTH AMERICAN ENERGY PARTNERS INC. (Exact name of Registrant as specified in its charter) Canada (Province or other jurisdiction of incorporation or organization) 1629 (Primary Standard Industrial Classification Code Number (if applicable)) N/A (I.R.S. Employer Identification Number (if applicable)) Suite 2400, 500 4th Avenue SW Calgary, Alberta T2P 2V6 (403) 767-4825 (Address and telephone number of Registrant’s principal executive offices) CT Corporation System 111 Eighth Avenue, 13th Floor New York, New York 10011 (212) 894-8940 (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 issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 36,251,006 Common Shares 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 ¨ 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 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 ¨
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ANNUAL INFORMATION FORM, AUDITED ANNUAL CONSOLIDATED FINANCIAL STATEMENTS AND MANAGEMENT’S DISCUSSION AND ANALYSIS Annual Information Form The Registrant’s Annual Information Form for the fiscal year ended March 31, 2012 is attached as Exhibit 99.1 to this Annual Report on Form 40-F and is incorporated herein by reference. Audited Annual Consolidated Financial Statements The Registrant’s audited annual consolidated financial statements for the fiscal year ended March 31, 2012, including the report of the independent registered chartered accountants with respect thereto, are attached as Exhibit 99.2 to this Annual Report on Form 40-F and are incorporated herein by reference. Management’s Discussion and Analysis The Registrant’s Management’s Discussion and Analysis for the fiscal year ended March 31, 2012 is attached as Exhibit 99.3 to this Annual Report on Form 40-F and is incorporated herein by reference.
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DISCLOSURES REGARDING CONTROLS AND PROCEDURES Disclosure Controls and Procedures Please see “Internal Systems and Processes—Evaluation of Disclosure Controls and Procedures” included in the Registrant’s Management’s Discussion and Analysis for the fiscal year ended March 31, 2012, which is attached as Exhibit 99.3 to this Annual Report on Form 40-F and is incorporated herein by reference. Management’s Annual Report on Internal Control Over Financial Reporting Please see “Internal Systems and Processes—Management’s Report on Internal Controls Over Financial Reporting (ICFR)” included in the Registrant’s Management’s Discussion and Analysis for the fiscal year ended March 31, 2012, which is attached as Exhibit 99.3 to this Annual Report on Form 40-F and is incorporated herein by reference. Attestation Report of the Registered Public Accounting Firm The attestation report of the independent registered chartered accountants on management’s assessment of internal control over financial reporting is included under the heading “Report of Independent Registered Chartered Accountants” on pages 1 and 2 of Exhibit 99.2 to this Annual Report on Form 40-F, which attestation report is incorporated herein by reference. Changes in Internal Control over Financing Reporting Please see “Internal Systems and Processes—Material Changes to the Internal Controls over Financial Reporting” included in the Registrant’s Management’s Discussion and Analysis for the fiscal year ended March 31, 2012, which is attached as Exhibit 99.3 to this Annual Report on Form 40-F and is incorporated herein by reference. NOTICES PURSUANT TO REGULATION BTR None. AUDIT COMMITTEE FINANCIAL EXPERT The Registrant’s board of directors has determined that Mr. Allen R. Sello, a member and the chairman of the Registrant’s audit committee, is an “audit committee financial expert” (as such term is defined by the rules and regulations of the Securities and Exchange Commission) and is “independent” (as such term is defined by the New York Stock Exchange’s listing standards applicable to the Registrant). CODE OF ETHICS The Registrant has adopted a “code of ethics” (as such term is defined by the rules and regulations of the Securities and Exchange Commission), entitled the “Code of Conduct and Ethics Policy”, that applies to all employees the Registrant, including its President and Chief Executive Officer, its Chief Financial Officer and its Vice President, Finance. The Code of Conduct and Ethics Policy is available for viewing on the Registrant’s website at www.nacg.ca under “Investor Relations—Corporate Governance”. There were not any amendments to any provision of the Code of Conduct and Ethics Policy during the fiscal year ended March 31, 2012 that applied to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Further, there were not any waivers, including implicit waivers, granted from any provision of the Code of Conduct and Ethics Policy during the fiscal year ended March 31, 2012 that applied to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES AND PRE-APPROVAL POLICIES AND PROCEDURES Please see “The Board and Board Committees” included in the Registrant’s Annual Information Form for the fiscal year ended March 31, 2012, which is attached as Exhibit 99.1 to this Annual Report on Form 40-F and is incorporated herein by reference. OFF-BALANCE SHEET ARRANGEMENTS Please see “Off-Balance Sheet Arrangements” included in the Registrant’s Management’s Discussion and Analysis for the fiscal year ended March 31, 2012, which is attached as Exhibit 99.3 to this Annual Report on Form 40-F and is incorporated herein by reference. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS Please see “Capital Commitments—Contractual Obligations and Other Commitments” included in the Registrant’s Management’s Discussion and Analysis for the fiscal year ended March 31, 2012, which is attached as Exhibit 99.3 to this Annual Report on Form 40-F and is incorporated herein by reference. IDENTIFICATION OF THE AUDIT COMMITTEE Please see “The Board and Board Committees—Audit Committee” included in the Registrant’s Annual Information Form for the fiscal year ended March 31, 2012, which is attached as Exhibit 99.1 to this Annual Report on Form 40-F and is incorporated herein by reference. NYSE CORPORATE GOVERNANCE RULES The Registrant has reviewed the New York Stock Exchange’s corporate governance rules and confirms that the Registrant’s corporate governance practices are not significantly different from those required of domestic companies under the New York Stock Exchange’s listing standards. MINE SAFETY DISCLOSURE Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States, and that is subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Mine Safety and Health Act of 1977 (the “Mine Act”), are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the fiscal year ended March, 2012, the Registrant had no mines in the United States that were subject to regulation by the MSHA under the Mine Act. UNDERTAKING AND CONSENT TO SERVICE OF PROCESS 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 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 The Registrant previously filed with the Commission a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises. Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of the Registrant.
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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 annual report to be signed on its behalf by the undersigned, thereto duly authorized.
Date: June 6, 2012
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EXHIBIT INDEX
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