United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 40-F
[ ] 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, 2007 | Commission File Number 0-25270 |
Ballard Power Systems
Inc.
(Exact name of Registrant as
specified in its charter)
Not
Applicable
(Translation of Registrant’s
name in English (if applicable))
CANADA
(Province or other jurisdiction of incorporation or
organization)
3620
(Primary Standard Industrial
Classification Code Number (if applicable))
Not applicable
(I.R.S. Employer
Identification Number (if applicable))
9000
Glenlyon Parkway
Burnaby, British Columbia V5J 5J8
(604) 454-0900
(Address and telephone number of
Registrant’s principal executive offices)
Corporation Trust Company
1633
Broadway
New York, New York 10019
(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. | |
| Title of each class | Name of each exchange on which registered |
| Not applicable | Not Applicable |
| Securities registered or to be registered pursuant to Section 12(g) of the Act. |
|
Common Shares |
| Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. |
|
Not-Applicable |
For annual reports, indicate by check mark the information filed with this Form:
| [X] Annual information form | [ ] 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.
82,084,387 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 [ ] | 82-________ | 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 [ ] |
Disclosure Controls and Procedures
The required disclosure is included in the “Management’s Discussion and Analysis” that is incorporated herein by reference to Exhibit 99.2 of the registrant’s Form 6-K filed February 21, 2008.
Management’s Annual Report on Internal Control Over Financial Reporting
The required disclosure is included in the “Management’s Discussion and Analysis” that is incorporated herein by reference to Exhibit 99.2 of the registrant’s Form 6-K filed February 21, 2008.
The registrant's independent registered public accounting firm, KPMG LLP, independently assessed the effectiveness of the registrant's internal control over financial reporting. KMPG LLP's attestation is located in the Report of Independent Registered Public Accounting Firm which is incorporated herein by reference to Exhibit 99.1 of the registrant’s Form 6-K filed February 21, 2008.
Quorum Requirements
Pursuant to Rule 4350(a)(1) of the Nasdaq Stock Market, Inc. Marketplace Rules, the Registrant relies on an exemption from Rule 4350(f) of the Marketplace Rules, requiring that each Nasdaq-quoted company have in place a minimum quorum requirement for shareholder meetings of 33 1/3% of the outstanding shares of the company's voting common stock. The Company's by-laws currently provide that a quorum is met if holders of at least 5% of the votes eligible to be cast at a meeting are present or represented by proxy at a shareholder meeting. At the Company's 2007 Annual General Meeting of Shareholders, holders of 61.53% of the common shares were present or represented by proxy at the meeting.
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.
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.
Registrant: Ballard Power Systems Inc.
| By (Signature and Title) | /s/ Glenn Kumoi | |||
| Glenn Kumoi | ||||
| Vice President, Human Resources & Chief Legal Officer | ||||
Date: March 14, 2008
EXHIBIT LIST
| Exhibit | Description | |
| 99.1 | Ballard Power Systems Inc. Consolidated Financial Statements for the years ended December 31, 2007, 2006, and 2005 incorporated by reference to the Form 6-K furnished to the Securities and Exchange Commission on February 21, 2008. | |
| 99.2 | Ballard Power Systems Inc. Management’s Discussion and Analysis for the year ended December 31, 2007 incorporated by reference to the Form 6-K furnished to the Securities and Exchange Commission on February 21, 2008. | |
| 99.3 | Annual Information Form for Ballard Power Systems Inc., dated as of March 4, 2008 | |
| 99.4 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 99.5 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 99.6 | Consent of KPMG LLP | |