40-F/A 1 nordion_40fa2011jan20.htm NORDION INC. 40-F/A nordion_40fa2011jan20.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F/A
Amendment No. 1

[     ] 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 October 31, 2010
Commission File Number___001-15016
 
 
NORDION INC.
(Exact name of Registrant as specified in its charter)
Canada (Federal)
(Province or other jurisdiction of incorporation or organization)
8099
(Primary Standard Industrial Classification Code Number (if applicable))
98-0170107
(I.R.S. Employer Identification Number (if applicable))
447 March Road
Ottawa, Ontario, Canada K2K 1X8
(613) 592-2790
(Address and telephone number of Registrant's principal executive offices)
CT Corporation
111 Eighth Avenue, New York, NY 10011
(212) 590-9343
(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
Common Shares, no par value
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:
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:
The Registrant had 67,238,253 Common Shares outstanding as at October 31, 2010.
 

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 [       ]

Indicate by check mark whether the 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 [      ]




 
EXPLANATORY NOTE
 
 
Nordion Inc. (the "Registrant") is filing this Form 40-F/A to the Registrant's Annual Report on Form 40-F, dated January 20, 2011 (the "Form 40-F"), for the sole purpose of submitting Exhibit 101 to the Form 40-F as required by General Instruction B.(15)(a)(i) of Form 40-F and Rule 405 of Regulation S-T.   Exhibit 101 was omitted from the Registrant's timely filed Form 40-F in accordance with the 30-day grace period provided in Preliminary Note 3(a)(2)(ii) to Rule 405 of Regulation S-T.
 
 
No other changes have been made to the Form 40-F.  This Form 40-F/A speaks as of the original time of filing the Form 40-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 40-F.
 



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.



 
 
 
Date: February 18, 2011
Nordion Inc.
 
By: /s/   PETER DANS                                           
Name:   G. Peter Dans
Title:     Chief Financial Officer

 
EXHIBIT INDEX

 
 
 
Exhibit No.
 
Description
   
1.1*
Annual Information Form for the year ended October 31, 2010.
   
1.2*
Audited Consolidated Financial Statements for the fiscal year ended October 31, 2010, prepared in accordance with United States generally accepted accounting principles.
   
1.3*
Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended October 31, 2010.
   
23.1*
Consent of Ernst & Young LLP.
   
31.1*
Certifications of Chief Executive Officer (Principal Executive Officer) and Executive Vice-President Finance and Chief Financial Officer (Principal Financial Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1*
Certification of Chief Executive Officer (Principal Executive Officer) and Executive Vice-President Finance and Chief Financial Officer (Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101
Interactive Data File
   
*
Documents were previously filed with the Commission on January 20, 2011.