Form 40-F
US
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 March
31, 2007
Commission
file number 0-24762
FirstService
Corporation
(Exact
name of Registrant as specified in its charter)
N/A
(Translation
of Registrant’s name into English (if applicable))
Ontario,
Canada
(Province
or other jurisdiction of incorporation or organization)
6500
(Primary
Standard Industrial Classification Code Number (if
applicable))
N/A
(I.R.S.
Employer Identification Number (if applicable))
1140
Bay Street, Suite 4000
Toronto,
Ontario, Canada M5S 2B4
416-960-9500
(Address
and telephone number of Registrant’s principal executive
offices)
Mr.
Santino Ferrante, Ferrante & Associates
126
Prospect Street, Cambridge, MA 02139
617-868-5000
(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
|
Subordinate
Voting Shares
|
NASDAQ
Stock Market
Toronto
Stock Exchange
|
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:
28,597,194
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.
[
]
Yes [x]
No
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.
[x]
Yes [
]
No
PRINCIPAL
DOCUMENTS
The
following documents have been filed as part of this Annual Report on Form
40-F:
A.
Annual Information Form
For
the
Registrant’s Annual Information Form for the fiscal year ended March 31, 2007,
see Exhibit 1 of this Annual Report on Form 40-F.
B.
Audited Annual Financial Statements
For
the
Registrant’s consolidated audited annual financial statements as at March 31,
2007 and 2006 and for the three fiscal years ended on March 31, 2007, including
the auditor’s report with respect thereto, see Exhibit 2 of this Annual Report
on Form 40-F.
C.
Management’s Discussion and Analysis
For
the
Registrant’s management’s discussion and analysis for the fiscal year ended
March 31, 2007, see Exhibit 3 of this Annual Report on Form 40-F.
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 Rules 13a-15(e) and 15d-15(e) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) as of the end of the period
covered by this annual report (the “Evaluation Date”). Based on that evaluation,
the Chief Executive Officer and Chief Financial Officer have concluded that,
as
of the Evaluation Date, the Registrant’s disclosure controls and procedures were
effective to ensure that information required to be disclosed by the Registrant
in reports that it files or submits under the Exchange Act is (i) recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission (the “SEC”) and (ii)
accumulated and communicated to the Registrant’s management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management
of the Registrant is responsible for establishing and maintaining adequate
internal control over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act). The Registrant’s management has
designed such internal control over financial reporting to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
and fair presentation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States
of
America.
Because
of its inherent limitations, the Registrant’s internal control over financial
reporting may not prevent or detect all possible misstatements or frauds. Also,
projections of any evaluation of effectiveness to future periods are subject
to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with policies or procedures may deteriorate.
The
Registrant’s management conducted an evaluation of the effectiveness of the
Registrant’s internal control over financial reporting based on the framework
and criteria established in Internal
Control - Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”). Based on this evaluation, management assessed the effectiveness of the
Registrant’s internal control over financial reporting for the fiscal year ended
March 31, 2007 and concluded that such internal control over financial reporting
was effective as of March 31, 2007.
This
annual report does not include an attestation report of the Registrant’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
Registrant’s registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the Registrant to provide
only management’s report in this annual report.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During
the fiscal year ended March 31, 2007, there were no changes in the Registrant’s
internal control over financial reporting that have materially affected, or
are
reasonably likely to materially affect, the Registrant’s internal control over
financial reporting.
NOTICES
PURSUANT TO REGULATION BTR
None.
AUDIT
COMMITTEE FINANCIAL EXPERT
The
Registrant’s board of directors (the “Board of Directors”) has determined that
it has at least one audit committee financial expert (as such term is defined
in
item 8(a) of General Instruction B to Form 40-F) serving on its audit committee
(the “Audit Committee”). Mr. Peter F. Cohen has been determined by the Board of
Directors to be such audit committee financial expert and is independent (as
such term is defined by the NASDAQ 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 and Conduct that applies to all
directors, officers and employees of the Registrant and its subsidiaries, and
a
Financial Management Code of Ethics, which applies to senior management and
senior financial and accounting personnel of the Registrant and its
subsidiaries. A copy of the Code of Ethics and Conduct and the Financial
Management Code of Ethics can be obtained, free of charge, on the Registrant’s
website (www.firstservice.com) or 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, 2007 and 2006. During these years,
PricewaterhouseCoopers LLP was the Registrant’s only external
auditor.
(in
US$)
Year
ended March 31
|
|
|
2007
|
|
|
2006
|
|
Audit
fees (note 1)
|
|
$
|
1,102,400
|
|
$
|
1,477,900
|
|
Audit-related
fees (note 2)
|
|
|
339,600
|
|
|
131,500
|
|
Tax
fees (note 3)
|
|
|
147,100
|
|
|
322,000
|
|
All
other fees (note 4)
|
|
|
5,000
|
|
|
4,600
|
|
|
|
$
|
1,594,100
|
|
$
|
1,936,000
|
|
Notes:
1.
Refers to the aggregate fees billed by the Registrant’s external auditor for
audit services, including statutory and subsidiary audits. In 2006, audit fees
included audits of Resolve Corporation and issuance of comfort letters in
relation to the sale of Resolve Corporation.
2.
Refers to the aggregate fees billed for assurance and related services by the
Registrant’s external auditor that are reasonably related to the performance of
the audit or review of the Registrant’s financial statements and are not
reported under (1) above, including professional services rendered by the
Registrant’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 Registrant’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
Registrant’s external auditor for tax compliance, tax advice and tax
planning.
4.
Refers to fees for software product licensing billed by the Registrant’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 Chair 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 Chair are reported
to the full Audit Committee at its next meeting. All 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.
OFF-BALANCE
SHEET ARRANGEMENTS
The
Registrant does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future material effect on the
Registrant’s financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.
TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The
information provided in the table entitled “Contractual Obligations” under the
section entitled “Liquidity and Capital Resources” in the Management’s
Discussion and Analysis of Results of Operations and Financial Condition
included as Exhibit 3 to this annual report on Form 40-F, is incorporated herein
by reference.
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. Bernard I. Ghert (Chair), Peter F. Cohen and Brendan
Calder.
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.
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.
|
|
|
|
FIRSTSERVICE
CORPORATION |
|
|
|
Date: May
22, 2007 |
By: |
/s/ John
B. Friedrichsen |
|
Name: John
B. Friedrichsen |
|
Title:
Senior
Vice President and Chief
Financial Officer
|
EXHIBIT
INDEX
1.
|
Annual
Information Form of the Registrant for the year ended March 31,
2007.
|
2.
|
Consolidated
audited financial statements of the Registrant as at March 31, 2007
and
2006 and for the three fiscal years ended on March 31, 2007, in accordance
with generally accepted accounting principles in the United
States.
|
3.
|
Management’s
discussion and analysis of results of operations and financial condition
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 |