40-F
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
| |
|
|
| |
o |
Registration Statement Pursuant to Section 12 of the Securities Exchange Act of
1934 |
OR
| |
|
|
| |
þ |
Annual Report Pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 |
| |
|
|
For the fiscal year ended December 31, 2005
|
|
Commission File Number: 1-31349 |
| |
THE THOMSON CORPORATION
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English (if applicable))
Ontario
(Province or other jurisdiction of incorporation or organization)
2741
(Primary Standard Industrial Classification Code Number (if applicable))
98-0176673
(I.R.S. Employer Identification Number (if applicable)
Metro Center, One Station Place, Stamford, Connecticut 06902, (203) 539-8000
(Address and telephone number of Registrant’s principal executive offices)
Thomson Holdings Inc.
Attn: Deirdre Stanley, Esq., Senior Vice President and General Counsel
Metro Center, One Station Place, Stamford, Connecticut 06902, (203) 539-8000
(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:
| |
|
|
|
|
|
Name of Each Exchange |
| Title of Each Class
|
|
on Which Registered |
|
|
|
|
| Common shares
|
|
New York 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:
Debt Securities
For annual reports, indicate by check mark the information filed with this Form:
þ Annual information form þ 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:
648,948,992 common shares and 6,000,000 Series II preference 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 o 82- No þ
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 þ No o
CONTROLS AND PROCEDURES
| a. |
|
Disclosure controls and procedures. |
The Chief Executive Officer and Chief Financial Officer of The Thomson
Corporation (the “Corporation”), after evaluating the effectiveness of
the Corporation’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934)
as of the end of the period covered by this annual report, have
concluded that the Corporation’s disclosure controls and procedures
are effective to ensure that all information required to be disclosed
by the Corporation in reports that it files or furnishes under the
Exchange Act is (i) recorded, processed, summarized and reported
within the time periods specified in U.S. Securities and Exchange
Commission rules and forms and (ii) accumulated and communicated to
the Corporation’s management, including its Chief Executive Officer
and Chief Financial Officer, to allow timely decisions regarding
required disclosure.
| b. |
|
Changes in internal control over financial reporting. |
There was no change in the Corporation’s internal control over
financial reporting (as defined in Rule 13a-15(f) of the Securities
Exchange Act of 1934) that occurred during the Corporation’s last
fiscal year that has materially affected, or is reasonably likely to
materially affect, the Corporation’s internal control over financial
reporting.
AUDIT COMMITTEE FINANCIAL EXPERT
The disclosure provided under the heading “Audit Committee” on page 41 of Exhibit 99.1 (Annual
Information Form) is incorporated by reference herein.
CODE OF ETHICS
The disclosure provided under the heading “Code of Business Conduct and Ethics” on page 45 of
Exhibit 99.1 (Annual Information Form) is incorporated by reference herein.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The disclosure provided under the heading “Principal Accountant Fees and Services” on page 42 of
Exhibit 99.1 (Annual Information Form) is incorporated by reference herein.
OFF-BALANCE SHEET ARRANGEMENTS
The disclosure provided under the heading “Off-Balance Sheet Arrangements, Commitments and
Contractual Obligations” on page 24 of Exhibit 99.2 (Management’s Discussion and Analysis)
is incorporated by reference herein.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The disclosure provided under the heading “Off-Balance Sheet Arrangements, Commitments and
Contractual Obligations” on page 24 of Exhibit 99.2 (Management’s Discussion and Analysis) is
incorporated by reference herein.
2
IDENTIFICATION OF THE AUDIT COMMITTEE
The disclosure provided under the heading “Directors and Officers” on page 39 of Exhibit 99.1
(Annual Information Form) is incorporated by reference herein.
DISCLOSURE PURSUANT TO REQUIREMENTS OF THE NEW YORK STOCK EXCHANGE
The disclosure provided under the headings “Controlled Company,” “Independent Directors,”
“Presiding Directors at Meetings of Non-Management and
Independent Directors,” “Communications with Non-Management and
Independent
Directors and Presiding Directors” and “Corporate Governance Guidelines and Board Committee Charters” beginning on page 44
of Exhibit 99.1 (Annual Information Form) is incorporated by reference herein.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
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.
| b. |
|
Consent to Service of Process. |
The Registrant has previously filed a Form F-X in connection with the class of securities in
relation to which the obligation to file this report arises.
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.
| |
|
|
|
|
|
| |
|
THE THOMSON CORPORATION |
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Deirdre Stanley |
|
|
|
|
|
|
|
|
|
|
|
Name: Deirdre Stanley |
|
|
|
|
|
Title: Senior Vice President and General Counsel |
|
Date:
March 1, 2006
3
EXHIBIT INDEX
| |
|
|
| Exhibit Number |
|
Description |
| |
99.1
|
|
Annual Information Form for the
year ended December 31, 2005 |
|
|
|
99.2
|
|
Management’s Discussion and Analysis for the year
ended December 31, 2005 |
|
|
|
99.3
|
|
Audited Consolidated Financial Statements for the
year ended December 31, 2005 |
|
|
|
99.4
|
|
Consent of PricewaterhouseCoopers LLP, Chartered Accountants |
|
|
|
99.5
|
|
Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
99.6
|
|
Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
99.7
|
|
Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
99.8
|
|
Certification of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |