U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
(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, 2013
Commission file number 1-34975
IMRIS
INC.
(Exact name of registrant as specified in
its charter)
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Canada
(Province or other jurisdiction of
incorporation
or organization)
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3845
(Primary Standard Industrial
Classification Code Number (if
applicable))
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98-0473230
(I.R.S. Employer
Identification Number (if
Applicable))
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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.
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Title of each class
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Name of each exchange on which registered
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Common Shares
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The Nasdaq Stock Market LLC
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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:
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x
Annual Information Form
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x
Audited Annual Financial Statements
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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
¨
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”):
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(a)
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Annual Information Form for the fiscal year ended December 31, 2013;
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(b)
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Management’s Discussion and Analysis of Financial Condition and Results of Operations for
the fiscal year ended December 31, 2013; and
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(c)
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Audited consolidated Financial Statements and notes thereto for the fiscal years ended December
31, 2013 and 2012.
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CONTROLS AND PROCEDURES
Certifications.
See
Exhibits
99.4, 99.5, 99.6 and 99.7 to this annual report on Form 40-F.
Disclosure Controls
and Procedures
As of the end of the
Company’s fiscal year ended December 31, 2013, an evaluation of the effectiveness of the Company’s “disclosure
controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) was carried out by the Company’s management with the participation and under
the supervision of the principal executive officer and principal financial officer of the Company. Based upon that evaluation,
the Company’s principal executive officer and principal financial officer have concluded that as of the end of that fiscal
year, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed
by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s
management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required
disclosure.
It should be noted
that while the Company’s principal executive officer and principal financial officer believe that the Company’s disclosure
controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Company’s
disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system,
no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met.
Management's Report on Internal Control over Financial Reporting
and Attestation Report
of Auditor
Management of the Company
is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as defined in
Rules 13a-15(f) under the Exchange Act. Management assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2013. In making this assessment, management used the criteria set forth in the
Internal Control
– Integrated Framework (1992)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to
evaluate the effectiveness of internal controls in fiscal 2013. Based on this assessment, management concluded that our internal
control over financial reporting was effective as at December 31, 2013 and no material weaknesses in the Company’s internal
control over financial reporting were discovered, providing reasonable assurance of the reliability of financial reporting and
preparation of the financial statements.
The Company’s
independent registered public accounting firm, Deloitte & Touche LLP (Deloitte), has issued an unqualified opinion on the Company’s
internal controls over financial reporting, entitled “Report of Independent Registered Public Accounting Firm,” filed
as Exhibit 99.3 to this Annual Report on Form 40-F.
Attestation report of the independent registered public accounting
firm
Deloitte’s attestation
report on the Company’s internal control over financial reporting is included in the audit report filed in Exhibit 99.3 and
is incorporated by reference in this annual report on Form 40-F.
Changes in Internal Control over Financial
Reporting
During the fiscal year
ended December 31, 2013, there were no changes in the Company’s internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
NOTICES PURSUANT TO REGULATION BTR
We did not send any
notices to directors and executive officers, during the period covered by this annual report on Form 40-F pursuant to Regulation
BTR.
AUDIT COMMITTEE
Audit Committee
We
have a
separately- designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange
Act. The members of the Audit and Governance Committee are: William Fraser, Stephen Armstrong and James Hickey.
Audit Committee Financial Expert
Our Board of Directors
has determined that William Fraser, Stephen Armstrong and James Hickey each qualify as an “audit committee financial expert”
(as such term is defined in Form 40-F) and each of these members is independent under the rules of the NASDAQ Stock Market.
CODE OF ETHICS
We have adopted a Code
Business Conduct and Ethics, which qualifies as a “code as ethics” within the meaning of Form 40-F, that is applicable
to each of our directors, officers and employees, including our principal executive officer, principal financial officer, principal
accounting officer or controller and persons performing similar functions. There were no amendments, or waivers granted in respect
of, the Code during the fiscal year ended December 31, 2013. The Code of Business Conduct and Ethics is posted for viewing on our
website at www.IMRIS.com. Furthermore, we undertake to provide to any person, without charge, upon request, a copy of the Code
of Business Conduct and Ethics. Requests for copies of the Code of Ethics should be made by contacting our head office.
If any amendment to
the Code of Ethics is made, or if any waiver from the provisions thereof is granted, the Company may elect to disclose the information
about such amendment or waiver required by Form 40-F to be disclosed, by posting such disclosure on the Company’s website,
which may be accessed at www.IMRIS.com.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The required tabular
disclosure is included in the section entitled “Pre-Approval of Audit and Non-Audit Services” in the Company’s
Annual Information Form for the fiscal year ended December 31, 2013, filed as Exhibit 99.1 to this annual report on Form 40-F.
Of the non-audit fees
reported under the heading “Pre-Approval of Audit and Non-Audit Services” in the Company’s Annual Information
Form for the fiscal year ended December 31, 2013, all were pre-approved by the Audit and Governance Committee. None were approved
by our Audit and Governance Committee pursuant to the
de minimus
exception provided by Section (c)(7)(i)(C) of Rule 2-01
of Regulation S-X.
PRE-APPROVAL POLICES AND PROCEDURES
The Audit and Governance
Committee has adopted an Auditor Services Pre-Approval Policy (the "
Policy
") with respect to the pre-approval
of audit and permitted non-audit services to be provided by Deloitte, the Corporation's independent auditor. Pursuant to
the Policy, the Audit Committee on an annual basis may approve the provision of a specified list of audit and permitted non-audit
services that the Audit and Governance Committee believes to be typical, reoccurring or otherwise likely to be provided by the
external auditor during the current fiscal year.
All pre-approvals granted under this Policy
shall be sufficiently detailed as to the particular services being provided that it will not be necessary for management of the
Corporation to exercise any discretion in determining whether a particular service has been pre-approved.
In addition, pursuant
to the Policy the Audit and Governance Committee has delegated its pre-approval authority to the Chair of the Audit and Governance
Committee. The Chair of the Audit and Governance Committee is required to report any granted pre-approvals to the Audit and
Governance Committee at its next scheduled meeting. The Audit and Governance Committee shall not delegate to management the
Audit and Governance Committee's responsibilities for pre-approving audit and non-audit services to be performed by the external
auditor.
Pursuant to the Policy,
there is an exception to the pre-approval requirements for permitted non-audit services, provided all such services were not recognized
at the time of the engagement to be non-audit services and, once recognized, are promptly brought to the attention of the Audit
and Governance Committee and approved prior to the completion of the audit. The aggregate amount of all services approved
in this manner may not constitute more than five percent of the total fees paid to the external auditor during the fiscal year
in which the services are provided.
OFF-BALANCE SHEET ARRANGEMENTS
We
have no off-balance sheet arrangements required to be reported in this annual report on Form 40-F.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The
following table presents a breakdown of our known outstanding contractual obligations by maturity as of December 31, 2013:
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($USD - Thousands)
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Payment due by period
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Contractual Obligations
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Total
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Less than
1 Year
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1 to 3
Years
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3 to 5
Years
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More than
5 Years
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Long-Term Debt Obligations
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$
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34,315
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$
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-
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$
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15,807
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$
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18,508
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$
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-
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Operating Lease Obligations
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$
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12,595
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$
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1,871
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$
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3,126
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$
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2,389
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$
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5,209
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Total
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$
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46,910
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$
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1,871
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$
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18,933
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$
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20,897
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$
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5,209
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MINE SAFTEY DISCLOSURE
(Not applicable)
NASDAQ CORPORATE GOVERNANCE
Our
common shares are quoted for trading on the NASDAQ Global Market under the symbol IMRS. As a Canadian corporation listed on the
NASDAQ Global Market, we are not required to comply with most of the NASDAQ corporate governance standards, so long as we comply
with Canadian corporate governance practices. In order to claim such an exemption, however, we must disclose the significant differences
between our corporate governance practices and those required to be followed by U.S. domestic issuers under NASDAQ’s corporate
governance standards.
Our corporate governance
practices meet or exceed all applicable Canadian requirements. They also incorporate some best practices derived from the NASDAQ
rules and comply with applicable rules adopted by the Securities and Exchange Commission to give effect to the provisions of the
United States Sarbanes-Oxley Act of 2002.
We expect that further
information about our corporate governance practices will be included in our Information Circular in respect of future annual meetings
of shareholders.
The following is
a summary of the significant ways in which our corporate governance practices differ from those required to be followed by U.S.
domestic issuers under NASDAQ’s corporate governance standards. Except as described in this summary, we are in compliance
with the NASDAQ corporate governance standards in all significant respects.
Quorum Requirements
Rule 5620(c) of the
NASDAQ Marketplace Rules requires that the minimum quorum requirement for a meeting of shareholders is 33.33% of the outstanding
common shares. In addition, Rule 5620(c) requires that an issuer listed on NASDAQ state its quorum requirement in its bylaws. We
follow applicable Canadian laws with respect to quorum requirements. Our quorum requirement is set forth in our by-laws, which
require two shareholders present in person or by proxy.
Shareholder Approval
Section 5635 of the
NASDAQ Marketplace Rules requires shareholder approval to be obtained in connection with the undertaking of certain actions. The
circumstances under which shareholder approval is required under the NASDAQ Marketplace Rules are not identical to the circumstances
under which shareholder approval is required under Canadian and TSX requirements. For example, but without limitation, Section
5635 requires shareholder approval of most equity compensation plans and material revisions to such plans. This requirement covers
plans that provide for the delivery of both newly issued and treasury securities. The TSX rules provide that only the creation
of or certain material amendments to equity compensation plans that provide for new issuances of securities are subject to shareholder
approval. We follow the TSX rules with respect to the requirements for shareholder approval of potential transactions, including,
without limitation, shareholder approval of equity compensation plans and material revisions to such plans.
INTERACTIVE DATA FILES
The required disclosure
for the fiscal year ended December 31, 2013 is filed as Exhibit 101 to this annual report on Form 40-F.
UNDERTAKING AND CONSENT TO SERVICE OF
PROCESS
Undertaking
We undertake to make
available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission staff,
and to furnish promptly, when requested to do so by the Securities and Exchange 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
We have previously
filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
Any change in the name
or address of the agent for service of process of the Company shall be communicated promptly to the Securities and Exchange Commission
by an 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 annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 4, 2014.
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IMRIS Inc.
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/s/ Jay D. Miller
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Name: Jay D. Miller
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Title: President and Chief Executive
Officer
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EXHIBIT INDEX
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Exhibit
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No
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Description
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99.1
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Annual Information Form for the fiscal year ended December 31, 2013
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99.2
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Management's Discussion and Analysis for the fiscal year ended December 31, 2013
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99.3
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Audited Consolidated Financial Statements and Notes thereto for the fiscal years ended December 31, 2013 and 2012
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99.4
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
or 15d-14 of the Securities Exchange Act of 1934
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99.5
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Certification of Chief Financial Officer required by Rules 13a-14(a)
or 15d-14 of the Securities Exchange Act of 1934
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99.6
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Certification of Chief Executive Officer pursuant to 18 USC.
1350
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99.7
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Certification of Chief Financial Officer pursuant to 18 USC.
1350
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99.8
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Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP
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99.9
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Consent of Independent Registered Public Accounting Firm — Deloitte
LLP
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101
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Interactive Data Files
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Grafico Azioni Imris (CE) (USOTC:IMRSQ)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Imris (CE) (USOTC:IMRSQ)
Storico
Da Giu 2023 a Giu 2024
