US
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
40-F
o 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 March 31, 2005
Commission
file number 0-24762
(Exact
name of Registrant as specified in its charter)
(Province
or other jurisdiction of incorporation or organization)
1140
Bay Street, Suite 4000
Toronto,
Ontario, Canada M5S 2B4
(Address
and telephone number of Registrant's principal executive
offices)
Mr.
Santino Ferrante
Ferrante
& Associates
126
Prospect Street, Cambridge, MA 02139
(Name,
address and telephone number of agent for service in the United
States)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
None
Securities
registered or to be registered pursuant to Section 12(g) of the Act: Subordinate
Voting Shares
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:
28,867,094
Subordinate Voting Shares and 1,325,694 Multiple Voting 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.
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.
DISCLOSURE
CONTROLS AND PROCEDURES
A.
Evaluation of disclosure controls and procedures. The
Registrant's Chief Executive Officer and Chief Financial Officer have evaluated
the effectiveness of the Registrant's disclosure controls and procedures (as
defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the
end of the period covered by this annual report (the "Evaluation Date"). They
have concluded that, as of the Evaluation Date, these disclosure controls and
procedures were effective. However, as recommended by the Securities and
Exchange Commission (the "SEC") in its adopting release, the Registrant will
continue to periodically evaluate its disclosure controls and procedures and
will make modifications from time to time as deemed necessary to ensure that
information is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms.
B.
Changes in internal control over financial reporting.
As of the end of the period covered by this annual report, there were no changes
in the Registrant's internal control over financial reporting that occurred
during the period covered by this annual report that have materially affected or
are reasonably likely to materially affect the Registrant's internal control
over financial reporting.
C.
Limitations on the effectiveness of controls.
The Registrant's management, including the Registrant's Chief Executive Officer
and Chief Financial Officer, does not expect that the Registrant's disclosure
controls and procedures will prevent all error and fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met.
AUDIT
COMMITTEE FINANCIAL EXPERT
The
Registrant's Board of Directors has determined that it has at least one audit
committee financial expert (as such term is defined in the rules and regulations
of the SEC) serving on its Audit Committee. Mr. Peter F. Cohen has been
determined to be such audit committee financial expert and is independent (as
such term is defined by the NASDAQ National Stock Market's corporate governance
standards applicable to the Registrant).
The SEC
has indicated that the designation of Mr. Peter F. Cohen as an audit committee
financial expert does not make him an "expert" for any purpose, impose on him
any duties, obligations or liability that are greater than the duties,
obligations or liability imposed on him as a member of the Audit Committee and
the Board of Directors in absence of such designation, or affect the duties,
obligations or liability of any other member of the Audit Committee or Board of
Directors.
CODE
OF ETHICS
The
Registrant has adopted a Code of Ethics that applies to all directors, officers
and employees of the Registrant. A copy of this Code of Ethics can be obtained,
free of charge, by contacting the Registrant at (416) 960-9500.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
The
following table sets out the fees billed to the Registrant by
PricewaterhouseCoopers LLP and its affiliates for professional services rendered
in each of the fiscal years ended March 31, 2005 and 2004. During these years,
PricewaterhouseCoopers LLP was the Registrant's only external
auditor.
|
(in
US$)
Year
ended March 31 |
|
2005 |
|
2004 |
|
|
Audit
fees (note 1) |
|
$ |
913,000 |
|
$ |
496,800 |
|
|
Audit-related
fees (note 2) |
|
|
345,600 |
|
|
172,000 |
|
|
Tax
fees (note 3) |
|
|
259,800 |
|
|
467,700 |
|
|
All
other fees (note 4) |
|
|
3,300 |
|
|
- |
|
| |
|
$ |
1,521,700 |
|
$ |
1,136,500 |
|
Notes:
|
1. |
Refers
to the aggregate fees billed by the Company's external auditor for audit
services. |
|
2. |
Refers
to the aggregate fees billed for assurance and related services by the
Company's external auditor that are reasonably related to the performance
of the audit or review of the Company's financial statements and are not
reported under (1) above, including professional services rendered by the
Company's external auditor for accounting consultations on proposed
transactions and consultations related to accounting and reporting
standards. Such fees included fees incurred in respect of: compliance with
the Sarbanes-Oxley
Act;
due diligence and other work related to the disposition and acquisition of
businesses, such work being unrelated to the audit of the Corporation's
financial statements; accounting consultations with respect to proposed
transactions; as well as other audit-related services. |
|
3. |
Refers
to the aggregate fees billed for professional services rendered by the
Company's external auditor for tax compliance, tax advice and tax
planning. |
|
4. |
Refers
to fees for software product licensing billed by the Company's external
auditor. |
AUDIT
COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES
The
Registrant's Audit Committee pre-approves all audit services and permitted
non-audit services provided to the Registrant by PricewaterhouseCoopers LLP. The
Audit Committee has delegated to the Chairman of the Audit Committee, who is
independent, the authority to act on behalf of the Audit Committee with respect
to the pre-approval of all audit and permitted non-audit services provided by
its external auditors from time to time. Any approvals by the Chairman are
reported to the full Audit Committee at its next meeting. None of the services
described in footnotes 2, 3 and 4 under "Principal Accountant Fees and Services"
above were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of
Rule 2-01 of Regulation S-X.
CONTRACTUAL
OBLIGATIONS
Please
refer to the section entitled "Liquidity and Capital Resources" in Management's
Discussion and Analysis of Results of Operations and Financial Condition,
included as an exhibit to this annual report on Form 40-F.
IDENTIFICATION
OF THE AUDIT COMMITTEE
The
Registrant has a separately designated standing audit committee established in
accordance with section 3(a)(58)(A) of the Exchange Act. The members of the
Audit Committee are Messrs. Peter F. Cohen, Brendan Calder, and Bernard I.
Ghert, Chairman.
UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS
A. Undertaking
The
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the staff of the SEC, and to
furnish promptly, when requested to do so by the SEC staff, information relating
to the securities in relation to which the obligation to file an annual report
on Form 40-F arises or transactions in said securities.
B. Consent
to Service of Process
The Registrant has previously filed with the SEC a written irrevocable consent
and power of attorney on Form F-X in connection with the Subordinate Voting
Shares.
SIGNATURE
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.
| |
FIRSTSERVICE CORPORATION |
| |
|
|
| |
|
|
Date:
June 8, 2005 |
By: |
/s/
John B. Friedrichsen |
| |
Name: |
John
B. Friedrichsen |
| |
Title:
|
Senior
Vice President and Chief
Financial Officer |
EXHIBIT
INDEX
|
No. |
Document |
|
1. |
Annual
Information Form of the Registrant for the year ended March 31,
2005 |
|
2. |
Consolidated
audited financial statements of the Registrant as at March 31, 2005 and
2004 and for the three years ended on March 31, 2005, in accordance with
generally accepted accounting principles in the United
States |
|
3. |
Management's
discussion and analysis of financial condition and results of operations
of the Registrant |
|
4. |
Consent
of PricewaterhouseCoopers LLP |
|
31. |
Officers'
Certifications Required by Rule 13a-14(a) or Rule
15d-14(a). |
|
32. |
Officers'
Certifications Required by Rule 13a-14(b) or Rule 15d-14(b) and Section
1350 of Chapter 63 of Title 18 of the United States
Code |