0001564590-17-024682.txt : 20171207 0001564590-17-024682.hdr.sgml : 20171207 20171207125241 ACCESSION NUMBER: 0001564590-17-024682 CONFORMED SUBMISSION TYPE: 40-F/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20161231 FILED AS OF DATE: 20171207 DATE AS OF CHANGE: 20171207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Quarterhill Inc. CENTRAL INDEX KEY: 0001518419 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 280451743 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-F/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35152 FILM NUMBER: 171244270 BUSINESS ADDRESS: STREET 1: 303 TERRY FOX DRIVE STREET 2: SUITE 300 CITY: OTTAWA STATE: A6 ZIP: K2K 3J1 BUSINESS PHONE: 613-688-4900 MAIL ADDRESS: STREET 1: 303 TERRY FOX DRIVE STREET 2: SUITE 300 CITY: OTTAWA STATE: A6 ZIP: K2K 3J1 FORMER COMPANY: FORMER CONFORMED NAME: Wi-LAN Inc. DATE OF NAME CHANGE: 20110418 40-F/A 1 wiln-40fa_20161231.htm 40-F/A wiln-40fa_20161231.htm

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 40-F/A

(Amendment No. 1)

 

(Check One)

☐

Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

☒

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

For the fiscal year ended December 31, 2016

Commission file number: 001-35152

 

QUARTERHILL INC.

(Exact name of registrant as specified in its charter)

 

 

Canada

 

6794

 

28-0451743

(Province or other jurisdiction

 

(Primary Standard Industrial

 

(I.R.S. Employer

of incorporation or organization)

 

Classification Code Number (if applicable))

 

Identification Number)

303 Terry Fox Drive, Suite 300,
Ottawa, Ontario, Canada K2K 3J1
(613) 688-4900
(Address and Telephone Number of Registrant’s Principal Executive Offices)

Torys LLP

1114 Avenue of the Americas, 23rd Floor

New York, New York 10036.7703

Attention: Andrew J. Beck
(212) 880-6000
(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 Exchange On Which Registered

Common Shares

 

The NASDAQ Global Select 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

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 the annual report: 118,572,181 common shares.

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

☒

 

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

☒

 

No

☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

 

 

Emerging growth company

☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.        ☐

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to tis Accounting Standards Codification after April 5, 2012.

 

 

 

 

 

EXPLANATORY NOTE

Quarterhill Inc. (formerly, Wi-LAN Inc.) (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

The Company is filing this Amendment No. 1 to its Annual Report on Form 40-F for the fiscal year ended December 31, 2016 (the “Original Filing”) filed with the United States Securities and Exchange Commission on February 10, 2017 because the Original Filing inadvertently omitted references to the definition of internal control over financial reporting in the certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Exchange Act contained in Exhibit 99.4 and Exhibit 99.5, respectively, to the Original Filing. Consequently, the sole purpose of this Amendment No. 1 is to amend Exhibit 99.4 and Exhibit 99.5 by refiling amended certifications of the Registrant’s current Interim Chief Executive Officer and current Interim Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Exchange Act only to include the references to the definition of internal control over financial reporting.

Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was filed.

 

 

 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

99.1 *

 

Annual information form for the year ended December 31, 2016

 

 

 

99.2 *

 

Management’s discussion and analysis of financial condition and results of operations for the twelve month period ended December 31, 2016 and the twelve month period ended December 31, 2015

 

 

 

99.3 *

 

Audited annual consolidated financial statements for the twelve months ended December 31, 2016 and the twelve months ended December 31, 2015

 

 

 

99.4

 

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Exchange Act

 

 

 

99.5

 

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Exchange Act

 

 

 

99.6 *

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350

 

 

 

99.7 *

 

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350

 

 

 

99.8 *

 

Consent of PricewaterhouseCoopers LLP

 

 

 

101 *

 

The following financial information from the Company’s audited annual consolidated financial statements for the twelve months ended December 31, 2016 and the twelve months ended December 31, 2015, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (1) Consolidated Statements of Operations and Comprehensive Earnings; (2) Consolidated Balance Sheets; (3) Consolidated Statements of Cash Flows; (5) Consolidated Statements of Shareholders’ Equity and (5) Notes to Consolidated Financial Statements

 

* Previously Filed.

 

 

SIGNATURES

Pursuant to the requirements of the United States Securities Exchange Act of 1934, as amended, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

QUARTERHILL INC.

 

 

 

 

By:

/s/ Prashant R. Watchmaker

 

 

Name: Prashant R. Watchmaker

 

 

Title: Senior Vice-President & General Counsel

 

Date: December 7, 2017

 

 

 

 EX-99.4 2 wiln-ex994_6.htm EX-99.4 wiln-ex994_6.htm

Exhibit 99.4

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934

 

I, Michael Shaun McEwan, certify that:

 

1.

I have reviewed this annual report on Form 40-F of Quarterhill Inc. (formerly, Wi-LAN Inc.);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

 

4.

The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d to 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d to 15(f)) for the issuer and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5.

The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

 

Date: December 7, 2017

 

 

/s/ Michael Shaun McEwan

Michael Shaun McEwan

Interim Chief Executive Officer

 

 EX-99.5 3 wiln-ex995_7.htm EX-99.5 wiln-ex995_7.htm

Exhibit 99.5

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934

 

I, Stephen Thompson, certify that:

 

1.

I have reviewed this annual report on Form 40-F of Quarterhill Inc. (formerly, Wi-LAN Inc.);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

 

4.

The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d to 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d to 15(f)) for the issuer and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5.

The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

 

Date: December 7, 2017

 

 

/s/ Stephen Thompson

Stephen Thompson

Interim Chief Financial Officer