40-F/A 1 a2017q4osb-40fa.htm 40-F/A Document


 
 
 
 
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
ý
Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2017
Commission file number: 001-37694
NORBORD INC.
(Exact name of registrant as specified in its charter)

 
Canada
 
2,400
 
Not Applicable
(Province or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number
(if applicable))
 
(I.R.S. Employer
Identification Number)
1 Toronto Street, Suite 600
Toronto, Ontario, Canada, M5C 2W4
(416) 365-0705
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Torys LLP
1114 Avenue of the Americas
23rd Floor
New York, New York 10036
Attention: Andrew J. Beck
(212) 880-6010
(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, Without 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:
ý  Annual Information Form
 
ý  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: 86,402,076 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  ý            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  ý            No  ☐

 



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. ☐


-2-


EXPLANATORY NOTE
The purpose of this Amendment No. 1 to our Annual Report on Form 40-F (“Form 40-F”) for the fiscal year ended December 31, 2017, as filed with the Securities and Exchange Commission on February 2, 2018, is to furnish Exhibit 101 to the Form 40-F, which provides certain items from our Form 40-F formatted in eXtensible Business Reporting Language (“XBRL”).
No other changes have been made to the Form 40-F other than the furnishing of the exhibit described above. This Amendment No. 1 does not reflect subsequent events occurring after the original date of the Form 40-F or modify or update in any way disclosures made in the Form 40-F.


-1-


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 Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
 
 
 
 
 
Date: February 15, 2018
 
 
 
NORBORD INC.
 
 
 
 
 
 
 
 
By:
 
/s/ Robin E. Lampard
 
 
 
 
 
 
Name: Robin E. Lampard
 
 
 
 
 
 
Title: Chief Financial Officer



EXHIBIT INDEX
 
 
Exhibit
Description
 
 
99.1*
Annual Information Form, dated February 1, 2018, for the Year Ended December 31, 2017
 
 
99.2*
Management’s Discussion and Analysis for the Annual Audited Consolidated Financial Statements for the Year Ended December 31, 2017
 
 
99.3*
Annual Audited Consolidated Financial Statements for the Year Ended December 31, 2017, and the Attestation Report of the Independent Registered Public Accounting Firm.
 
 
99.4*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
 
 
99.5*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
 
 
99.6*
Section 1350 Certification of Chief Executive Officer
 
 
99.7*
Section 1350 Certification of Chief Financial Officer
 
 
99.8*
Consent of KPMG LLP
 
 
101.INS
XBRL Instance Document
 
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
*
Previously filed