40-F 1 form40-f.htm ANNUAL REPORT Annual Report

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

FORM 40-F

[Check one]
[    ]
 
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, 2004 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)

CT Corporation System
111 8th Avenue, 13th Floor
New York, NY 10011
Telephone: (212) 894-8940
(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              [  ] 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 55,127,784 common shares, without par value, issued and outstanding as of September 30, 2004.

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 [  ]                         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 [  ]
 
 




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, 2004 (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, 2004, the impact that our contractual obligations are expected to have on our liquidity and cash flow in future periods is as follows:

 
 
Payments Due by Period
(in thousands) 
Contractual Obligations
   
Total
 
 
Less than
1 Year
 
 
1-3
Years
 
 
3-5
Years
 
 
More
than 5 Years
 
Long-Term Debt
 
$
10,546
 
$
5,273
 
$
5,273
   
--
   
--
 
Operating Leases
   
79,435
   
11,824
   
17,806
 
$
15,239
 
$
34,566
 
Purchase Obligations
   
2,500
   
2,500
   
--
   
--
   
--
 
Other Long-Term Liabilities
   
7,875
   
2,397
   
4,732
   
715
   
31
 
Total
   
100,356
   
21,994
   
27,811
   
15,954
   
34,597
 



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, 2004
 
99.5
 
Consolidated Audited Financial Statements for the years ended September 30, 2004, 2003 and 2002 (incorporated by reference from our Form 6-K filed on January 10, 2005)
 
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 17, 2005