40-F 1 o12042e40vf.htm ANNUAL REPORT YEAR ENDED SEPTEMBER 30, 2003 Annual Report Year Ended September 30, 2003
 

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

FORM 40-F

[Check one]

  o   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 September 30, 2003 Commission File Number 000-26571

CREO INC.
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s Name into English (if applicable))

Canada
(Jurisdiction of incorporation or organization)

3555
(Primary Standard Industrial Classification Code Number)

Not applicable
(I.R.S. Employer Identification Number (if applicable))

3700 Gilmore Way
Burnaby, British Columbia, Canada V5G 4M1
(604) 451-2700

(Address and telephone number of principal executive offices)

Marcia Moore
Eight Oak Park Drive
Bedford, MA 01730
Telephone: (781) 280-7480

(Name, address and telephone number
of agent for service in the United States)

     Securities registered or to be registered pursuant to Section 12(b) of the Act.

     
Title of Class   Name of Each Exchange on Which Registered

 
None   None

     Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares Without Par Value
(Title of Class)

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

None
Title of Class

For annual reports, indicate by check mark the information filed with this Form:

x Annual information form          o Audited 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.

There were 49,848,241 common shares, without par value, issued and outstanding as of September 30, 2003.

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 file number assigned to the Registrant in connection with such Rule.

YES o          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 Exchange Act during the preceding 12 months (or for such 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 o

 


 

INCORPORATION BY REFERENCE

The Exhibits to this Report are incorporated by reference.

DISCLOSURE CONTROLS AND PROCEDURES

Management of Creo Inc., including the Chief Executive Officer and the Chief Financial Officer, have evaluated the effectiveness of Creo’s disclosure controls and procedures as of September 30, 2003 (the “Evaluation Date”) pursuant to Rule 13a-15 promulgated under the Securities Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Creo is not aware of any significant changes in its internal controls or in other factors that could significantly adversely affect Creo’s internal controls subsequent to the Evaluation Date, nor have there been any corrective actions with regard to significant deficiencies or material weaknesses since the Evaluation Date.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

As of September 30, 2003, the impact that our contractual obligations are expected to have on our liquidity and cash flow in future periods is as follows:

                                                         
Contractual Obligations   2004   2005   2006   2007   2008   Thereafter   Total

 
 
 
 
 
 
 
Long Term Debt (1)
    4,930       4,930       4,930                               14,790  
Operating Leases (2)
    10,108       7,619       4,342       2,269       1,734       3,172       29,244  
Other Long Term Obligations (3)
    296       328       360       90                       1,074  
Other Long Term Obligations (4)
    1,122       1,236       1,474       1,121       201               5,154  
Total Contractual Obligations
    16,456       14,113       11,106       3,480       1,935       3,172       50,262  


1.   Long-term debt consists of the current and long-term portions of the obligation to the Government of Israel’s Office of the Chief Scientist. The current portion is recorded in Accrued liabilities, while the non-current portion is recorded in Long-term liabilities.

2   The Company is party to certain operating leases. These operating leases include the Company’s various leased office locations and related office equipment.

3   In fiscal 2002 and 2003 the Company recorded restructuring provisions resulting from the consolidation of the Company’s North American operations to Vancouver. The provisioned lease costs were excluded as they are included in the operating leases noted above. The current portion of the provision is recorded in Accrued liabilities, while the non-current portion is recorded in Long-term liabilities.

4   The Company also recorded lease obligations relating to products sold to customers under the third party vendor lease arrangements. These sales were recorded as operating leases for accounting purposes. The current portion of the provision is

 


 

recorded in Accrued liabilities, while the non-current portion is recorded in Long-term liabilities.

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.

EXHIBITS

99.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

99.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

99.4 Annual Information Form for the fiscal year ended September 30, 2003.

99.5 Consolidated Audited Financial Statements for the years ended September 30, 2003, 2002 and 2001 (incorporated by reference from our Form 6-K filed on January 20, 2004).

99.6 Comments by Auditor for U.S. Readers on Canada-U.S. Reporting Differences.

99.7 Consent of KPMG LLP.

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, hereunto duly authorized.

Creo Inc.

       
Per:   /s/ Paul Kacir  
   
 
Paul Kacir, Corporate Secretary

Date: February 24, 2004