20-F/A 1 v341788_20fa.htm 20-F/A

UNITED STATES

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.

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the fiscal year ended December 31, 2012

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Commission File Number_000-29338

CARDIOME PHARMA CORP.
(Exact name of Registrant as specified in its charter)

Canada
(Jurisdiction of incorporation or organization)

6190 Agronomy Road, Suite 405
Vancouver, British Columbia, Canada V6T 1Z3
(604) 677-6905
(Address of principal executive offices)

Jennifer Archibald

Tel: (604) 677-6905, fax: (604) 677-6915

6190 Agronomy Road, Suite 405
Vancouver, British Columbia, Canada V6T 1Z3
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

____________________

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
Common Shares, no par value	NASDAQ Capital Market

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

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:

The Registrant had 62,351,691 Common Shares outstanding as at December 31, 2012.

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 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 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 registrant has submitted electronically and posted on its corporate Web site, 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 x No ¨

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 include in this filing:

U.S. GAAP x	International Financial Reporting Standards as issued	Other ¨
	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

EXPLANATORY NOTE

Cardiome Pharma Corp. (the "Registrant") is filing this Form 20-F/A to the Registrant's Annual Report on Form 20-F, dated March 19, 2013 (the "Form 20-F"), for the sole purpose of submitting Interactive Data File disclosure as Exhibit 101 to this Form 20-F/A in accordance with Rule 405 of Regulation S-T.

No other changes have been made to the Form 20-F. This Form 20-F/A speaks as of the original time of filing the Form 20-F, does not reflect events that may have occurred subsequent to such filing, and does not modify or update in any way disclosures made in the Form 20-F.

ITEM 19. EXHIBITS

The following exhibits are included in this Annual Report:

Exhibit No.	Description

1.1	Articles of Continuance of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-3 filed with the SEC on April 9, 2002)

1.2	By-Laws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form F-3 filed with the SEC on April 9, 2002)

4.1	Settlement Agreement Regarding the Merck Cardiome Line of Credit, dated December 10, 2012 (incorporated herein by reference to Exhibit 99.1 on Form 6-K filed with the SEC on March 4, 2013)

4.2	Amendment No. 1 to the Settlement Agreement Regarding the Merck Cardiome Line of Credit, dated December 31, 2012 (incorporated herein by reference to Exhibit 99.2 on Form 6-K filed with the SEC on March 4, 2013)

4.3	Amendment No. 2 to the Settlement Agreement Regarding the Merck Cardiome Line of Credit, dated February 28, 2013(incorporated herein by reference to Exhibit 99.3 on Form 6-K filed with the SEC on March 4, 2013)

8.1	List of subsidiaries

11	Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 99.1 on Form 6-k filed with the SEC on December 22, 2009)

12.1	Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2	Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.1	Consent of KPMG LLP

101	Interactive Data File

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

Date: April 18, 2013

Cardiome Pharma Corp.

By: /s/WILLIAM HUNTER
Name: William L. Hunter
Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description

1.1*	Articles of Continuance of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-3 filed with the SEC on April 9, 2002)

1.2*	By-Laws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form F-3 filed with the SEC on April 9, 2002)

4.1*	Settlement Agreement Regarding the Merck Cardiome Line of Credit, dated December 10, 2012 (incorporated herein by reference to Exhibit 99.1 on Form 6-K filed with the SEC on March 4, 2013)

4.2*	Amendment No. 1 to the Settlement Agreement Regarding the Merck Cardiome Line of Credit, dated December 31, 2012 (incorporated herein by reference to Exhibit 99.2 on Form 6-K filed with the SEC on March 4, 2013)

4.3*	Amendment No. 2 to the Settlement Agreement Regarding the Merck Cardiome Line of Credit, dated February 28, 2013(incorporated herein by reference to Exhibit 99.3 on Form 6-K filed with the SEC on March 4, 2013)

8.1*	List of subsidiaries

11*	Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 99.1 on Form 6-k filed with the SEC on December 22, 2009)

12.1*	Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2*	Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.1*	Consent of KPMG LLP

101	Interactive Data File

* Previously filed with the Commission.