U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 40-F/A

(Amendment No. 1) 

 

(Check One)

 

¨ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

 

or

 

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, 2012

 

Commission file number 1-34975

 

IMRIS INC. 

(Exact name of registrant as specified in its charter)

 

Canada
(Province or other jurisdiction of

incorporation or organization)

 

3845
(Primary Standard Industrial
Classification Code Number (if

applicable))

 

98-0473230
(I.R.S. Employer
Identification Number (if

Applicable))

 

100-1370 Sony Place, Winnipeg, Manitoba, Canada 

(204) 480-7070
(Address and Telephone Number of Registrant’s Principal Executive Offices)

 

DL Services Inc., 701 Fifth Avenue, Suite 6100, Seattle, Washington 98104

(206) 903-5448  

(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 each exchange on which registered
Common Shares   The Nasdaq Stock Market LLC

 

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: 46,061,211 common shares of the Registrant were issued and outstanding.

 

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 (s.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 x No ¨  

 

 
 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to the Annual Report on Form 40-F (the “Original Form 40-F”) of IMRIS Inc. for the fiscal year ended December 31, 2012, originally filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2013, is being filed to include revised versions of IMRIS’ Annual Information Form for such fiscal year and Management’s Discussion and Analysis for such fiscal year (“MD&A”) from the versions previously attached as Exhibits 99.1 and 99.2, respectively, to the Original Form 40-F.

 

IMRIS has also included in this Amendment No. 1 new certifications of its Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

 

Except as set forth above, this Amendment No. 1 does not modify or update the disclosure in the Original Form 40-F. The disclosure in this Amendment No. 1 does not reflect events occurring after the date of the Original Form 40-F. Accordingly, this Amendment No. 1 should be read in conjunction with IMRIS’ other filings made with the SEC subsequent to the filing of the Original Form 40-F, as information in such filings may update or supersede certain information contained in those filings as well as in this Amendment No. 1.

 

 

INCORPORATION BY REFERENCE

 

Exhibits 99.1, 99.2 and 99.3 to the Original Form 40-F, as amended by this Amendment No. 1, are hereby incorporated by reference as exhibits to the Registration Statement on Form F-10 (File No. 333-183820) of IMRIS Inc.

 

PRINCIPAL Documents

 

The following documents, filed as Exhibits 99.1 through 99.3 hereto, are hereby incorporated by reference into this annual report on Form 40-F of IMRIS Inc. (the “Company”, “we” or “our”):

 

(a) Annual Information Form for the fiscal year ended December 31, 2012, as amended and restated on March 12, 2013;

 

(b) Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2012, as amended and restated on March 12, 2013; and

 

(c) Audited consolidated Financial Statements and notes thereto for the fiscal years ended December 31, 2012 and 2011.

  

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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, thereunto duly authorized, on March 12, 2013.

 

  IMRIS Inc.
   
  By: /s/ H. David Graves
     
  Name: H. David Graves
  Title: Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit

No

  Description
     
99.1   Annual Information Form for the fiscal year ended December 31, 2012 , as amended and restated on March 12, 2013
     
99.2   Management's Discussion and Analysis for the fiscal year ended December 31, 2012 , as amended and restated on March 12, 2013
     
99.3*   Audited Consolidated Financial Statements and Notes thereto for the fiscal years ended December 31, 2012 and 2011
     
99.4   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934
     
99.5   Certification of Chief Financial Officer required by Rules 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934
     
99.6   Certification of Chief Executive Officer pursuant to 18 USC. 1350
     
99.7   Certification of Chief Financial Officer pursuant to 18 USC. 1350
     
99.8 *  

Consent of Independent Registered Chartered Accountants — Deloitte LLP

     
101 *   Interactive Data Files

 

____________________

* Previously filed.

 

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