40-F/A 1 tor50883.txt AMENDMENT NO. 1 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 [X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2004 Commission File Number 0-29898 ______________________ RESEARCH IN MOTION LIMITED (Exact name of Registrant as specified in its charter) ONTARIO 3661 NOT APPLICABLE (Province or other (Primary Standard Industrial (I.R.S. Employer Jurisdiction of Classification Code Number) Identification No.) Incorporation or Organization) 295 PHILLIP STREET WATERLOO, ONTARIO CANADA, N2L 3W8 (519) 888-7465 (Address and telephone number of Registrants' principal executive offices) Research In Motion Corporation 122 West John Carpenter Parkway, Suite 430 Irving, Texas 75039 (972) 650-6126 (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. NONE Securities registered or to be registered pursuant to Section 12(g) of the Act. COMMON SHARES, NO PAR VALUE 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: [ ] Annual information form [ ] 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 this annual report. THE REGISTRANT HAD 92,415,066 COMMON SHARES OUTSTANDING AS AT FEBRUARY 28, 2004. IMMEDIATELY FOLLOWING THE REGISTRANT'S EFFECTIVE 2-FOR-1 STOCK SPLIT ON JUNE 4, 2004, THE REGISTRANT HAD 186,904,092 COMMON SHARES OUTSTANDING. 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 filing number assigned to the registrant in connection with such Rule. Yes _____ 82-_____ 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 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 _____ EXPLANATORY NOTE Research In Motion Limited (the "Registrant") is filing this Amendment No.1 to its Annual Report on Form 40-F for the fiscal year ended February 28, 2004 solely to disclose, as required by amendments to the rules of the Nasdaq Stock Market, Inc. ("Nasdaq"), that Nasdaq granted the Registrant an exemption from Nasdaq's quorum requirements on November 25, 2002. Nasdaq Exemptions ----------------- On November 5, 2002, the Registrant requested an exemption from Nasdaq's quorum requirements (which provide that a quorum for a shareholder meeting of a Nasdaq-listed company must be at least 33-1/3% of the outstanding common shares of the company) on the basis that such requirements were contrary to generally accepted business practices in Canada. The Registrant's by-laws provide that the quorum requirements for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled, holding or representing not less than 20% of the issued shares of the Registrant, of the class or classes respectively (if there is more than one class of shares outstanding at the time), enjoying voting rights at such meeting. The Registrant's quorum requirements comply with the requirements of the Business Corporations Act (Ontario) and are consistent with the quorum requirements other Canadian public companies. On November 25, 2002, based on the Registrant's representations, Nasdaq granted the requested exemption. UNDERTAKING AND CONSENT TO SERVICE OF PROCESS A. Undertaking 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 in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities. B. Consent to Service of Process The Registrant has previously filed with the Commission a Form F-X in connection with its Common Shares. SIGNATURE 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 amendment to its annual report to be signed on its behalf by the undersigned, thereto duly authorized. RESEARCH IN MOTION LIMITED Dated: March 30, 2005 By: /s/ DENNIS KAVELMAN -------------------------------- Name: Dennis Kavelman Title: Chief Financial Officer EXHIBIT INDEX Number Document ------ -------- 1. Consent of Ernst & Young LLP* 2. Consent of Zeifman & Company, LLP* 31. Certification of co-CEOs and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32. Certification of co-CEOs and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 33. Certification of co-CEOs and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 regarding Amendment No. 1 to the Annual Report on Form 40-F _______________ *Previously filed.