20-F/A 1 d358694d20fa.htm 20-F/A 20-F/A

 

 

As filed with the Securities and Exchange Commission on May 29, 2012

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 20-F/A

(Amendment No. 1)

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

Or

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended December 31, 2011

Or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Or

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 333-8880

 

 

Satélites Mexicanos, S.A. de C.V.

(Exact name of Registrant as specified in its charter)

Mexican Satellites, a Mexican Company of Variable Capital

(Translation of the Registrant’s name into English)

United Mexican States

(Jurisdiction of incorporation)

Avenida Paseo de la Reforma 222, Pisos 20 y 21, Colonia Juárez, 06600 Mexico, D.F., Mexico

(Address of principal executive offices)

Verónica Gutiérrez Zamora García

Tel: (52) 55 2629 5800

Fax: (52) 55 2629 5865

Avenida Paseo de la Reforma 222, Pisos 20 y 21, Colonia Juárez, 06600 Mexico, D.F., Mexico

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

9.5% Senior Secured Notes due 2017, not registered on an exchange

The number of outstanding shares of capital stock as of December 31, 2011 was:

50,000 Class I Series A Shares

6,580,000 Class II Series A Shares

6,370,000 Class II Series B Shares

117,000,000 Class II Series N Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ 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 Securities Exchange Act of 1934 during the preceding 12 months (or for such a 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 website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x

 


Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP x   International Financial Reporting Standards  

Other ¨

  as issued by the International Accounting Standards Board ¨  

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow: Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distributions of securities under a plan confirmed by a court. Yes x No ¨

 

 

 


EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) to the Annual Report on Form 20-F for the year ended December 31, 2011, (the “Form 20-F”) of Satélites Mexicanos, S.A. de C.V., is being filed for the sole purpose of furnishing Exhibit 101 to the Form 20-F in accordance with Rule 405 of Regulation S-T promulgated by the Securities and Exchange Commission (the “SEC”). Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 20-F formatted in Extensible Business Reporting Language.

Pursuant to Rule 406T of Regulation S-T promulgated by the SEC, the interactive data files of Exhibit 101 hereto are deemed not filed as part of the registration statement or any prospectus that incorporates those exhibits for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

This Amendment does not reflect events occurring after the filing of the Form 20-F or modify or update those disclosures that may be or have been affected by subsequent events. Such subsequent events will be addressed, as required, in subsequent reports filed by registration with the SEC. Accordingly, this Amendment should be read in conjunction with the Form 20-F and the registrant’s other filings with the SEC.

 

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ITEM 19. EXHIBITS

 

Exhibit
No.

  

Description

12.1    Section 302 Certification of Patricio Northland, Chief Executive Officer (1)
12.2    Section 302 Certification of René Morán Salazar, Chief Financial Officer (1)
13.1    Section 906 Certification of Patricio Northland, Chief Executive Officer (1)
13.2    Section 906 Certification of René Morán Salazar, Chief Financial Officer (1)
101   

The following financial information from Satélites Mexicanos, S.A. de C.V.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011, filed with the SEC on April 27, 2012, formatted in Extensible Business Reporting Language:

 

(i) Consolidated Balance Sheets as of December 31, 2011 (Successor Registrant) and 2010 (Predecessor Registrant);

 

(ii) Consolidated Statements of Operations for the Periods From May 26, 2011 Through December 31, 2011 (Successor Registrant), and From January 1, 2011 Through May 25, 2011, and for the Years Ended December, 2010 and 2009 (Predecessor Registrant);

 

(iii) Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Periods From May 26, 2011 Through December 31, 2011 (Successor Registrant), and From January 1, 2011 Through May 25, 2011, and for the Years Ended December, 2010 and 2009 (Predecessor Registrant); and

 

(iv) Consolidated Statements of Cash Flows for the Periods From May 26, 2011 Through December 31, 2011 (Successor Registrant), and From January 1, 2011 Through May 25, 2011, and For the Years Ended December, 2010 and 2009 (Predecessor Registrant)(1)(2)

—————————

  (1) Filed herewith.

 

  (2) XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Amendment No. 1 on Form 20-F/A to its Annual Report on Form 20-F for the fiscal year ended December 31, 2011 to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SATÉLITES MEXICANOS, S.A. DE C.V.

 

By:   /s/ RENÉ MORÁN SALAZAR         
  René Morán Salazar
  Interim Chief Financial Officer

 

 

 

Date: May 29, 2012

 

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