U.S. 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 December 31, 2003 Commission File Number 0-30752
AETERNA LABORATORIES INC.
(Exact name of registrant as specified in its charter)
CANADA 2834 NOT APPLICABLE
(Province or other (Primary Standard Industrial (I.R.S. Employer)
jurisdiction of Classification Code Number) Identification Number
incorporation or organization)
1405, boul. du Parc-Technologique
Quebec, Quebec
Canada, G1P 4P5
(418) 652-8525
(Address and telephone number of Registrant's principal executive offices)
CT Corporation System
111 Eighth Avenue
13th Floor
New York, New York 10011
(212) 894-8638
(Name, address and telephone number of agent for service of process in the
United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Not Applicable Not Applicable
Securities registered or to be registered pursuant to Section 12(g) of the Act.
SUBORDINATE VOTING SHARES
(Title of Class)
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act.
NOT APPLICABLE
(Title of Class)
For annual reports, indicate by check mark the
information filed with this Form:
[X] Annual information form [X] 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.
45,330,992 Subordinate Voting Shares Outstanding
0 Multiple Voting Shares Outstanding
0 First Preferred Shares
0 Second Preferred Shares
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 No X
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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
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AETERNA LABORATORIES INC.
ANNUAL REPORT ON FORM 40-F
CONTROLS AND PROCEDURES
The Registrant's President and Chief Executive Officer and the
Registrant's Vice President and Chief Financial Officer have concluded, based on
their evaluation of the effectiveness of the Registrant's disclosure controls
and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended), that the Registrant's disclosure controls and
procedures are effective as of the end of the period covered by this annual
report on Form 40-F.
There has been no change in the Registrant's internal control over
financial reporting that occurred during the period covered by this annual
report on Form 40-F that has materially affected, or is reasonably likely to
materially affect, the Registrant's internal control over financial reporting.
CODE OF ETHICAL CONDUCT
On March 29, 2004, the Board of Directors adopted a "Code of Ethical
Conduct", a copy of which is attached as Exhibit 7 to this annual report on
Form 40-F and which also available on the Registrant's website at
www.aeterna.com in Investors/Shareholder Info. The Code of Ethical Conduct is
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a "code of ethics" as defined in paragraph (9)(b) of General Instruction B to
Form 40-F. The Code of Ethical Conduct applies to all of the Registrant's
employees, directors and officers, including the Registrant's principal
executive officer, principal financial officer, and principal accounting
officer or controller, or persons performing similar functions, and includes
specific provisions dealing with integrity in accounting matters, conflicts
of interest and compliance with applicable laws and regulations. The
Registrant will provide this document to any person or company upon request
to the Corporate Secretary of the Registrant, at its head office at 1405
boulevard du Parc-Technologique, Quebec City, Quebec, G1P 4P5.
AUDIT COMMITTEE
The Registrant has a separately designated standing Audit Committee
established in accordance with Section 3(a)(58)(A) of the Exchange Act. The
Audit Committee consists of three members: Mr. Francis Bellido, Ms. Stormy
Byorum and Mr. Pierre MacDonald. The Audit Committee is composed entirely of
outside, non-management directors who are also unrelated directors. The Board of
Directors is of the view that each of the members of the Audit Committee is
"independent" within the meaning of Rules 4200 and 4200A of the Marketplace
Rules of The Nasdaq Stock Market, Inc.
AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors of the Registrant has determined that the
Registrant has at least one audit committee financial expert (as defined in
paragraph 8(b) of General Instruction B to Form 40-F). The name of the audit
committee financial expert of the Registrant is Mr. Pierre MacDonald, the Audit
Committee's Chairman. The Commission has indicated that the designation of Mr.
MacDonald as the audit committee financial expert of the Registrant does not (i)
make Mr. MacDonald an "expert" for any purpose, including without limitation for
purposes of Section 11 of the Securities Act of 1933, as amended, as a result of
this designation; (ii) impose any duties, obligations or liability on Mr.
MacDonald that are greater than those imposed on him as a member of the audit
committee and the Board of Directors in the absence of such designation; or
(iii) affect the duties, obligations or liability of any other member of the
audit committee or the Board of Directors.
EXTERNAL AUDITORS
PricewaterhouseCoopers LLP, Chartered Accountants, has acted as
auditors of the Registrant since the financial year ended December 31, 1993.
In addition to performing the audit of the Registrant's consolidated
financial statements, PricewaterhouseCoopers LLP provided other services to
the Registrant and billed the Registrant the following fees for each of the
Registrant's two most recently completed financial years:
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FINANCIAL YEAR ENDED FINANCIAL YEAR ENDED
DECEMBER 31, 2003 DECEMBER 31, 2002
FEES ($) ($)
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Audit Fees(1) 333,329 192,218
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Audit-Related Fees(2) 3,000 8,300
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Tax Fees(3) 45,616 8,475
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All other Fees(4) 60,850 16,207
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TOTAL FEES: 442,795 225,200
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ALL AMOUNTS ARE IN CANADIAN DOLLARS
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(1) Refers to all fees incurred in respect of audit services, being the
professional services rendered by the Registrant's external auditor for the
audit and review of the Registrant's financial statements as well as
services normally provided by the external auditor in connection with
statutory and regulatory filings and engagements.
(2) Includes audit or attest services not required by statute or regulation,
employee benefit plan audits, due diligence services, and accounting
consultations on proposed transactions.
(3) Incurred in respect of tax compliance, tax planning and tax advice.
(4) Refers to all fees not included in audit fees, audit-related fees or tax
fees.
PRE-APPROVAL POLICIES AND PROCEDURES
The Registrant's Audit Committee is responsible for overseeing the work
of the independent auditors and has considered whether the provision of services
other than audit services is compatible with maintaining the auditors'
independence. The Audit Committee is determining which non-audit services the
external auditor are prohibited from providing and, exceptionally, approving and
overseeing the disclosure of permitted non-audit services to be performed by the
external auditor.
For the year ended December 31, 2003, none of the services described
above were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of
Rule 2-01 of Regulation S-X.
OFF-BALANCE SHEET ARRANGEMENTS
There is no off-balance sheet arrangement as at December 31, 2003.
DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
In accordance with General Instruction D.(9) of Form 40-F, the
Registrant hereby files Exhibit 6 as set forth in the Exhibit Index attached
hereto.
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
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.
B. CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed with the Commission a
written consent to service of process and power of attorney on Form
F-X.
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,
thereto duly authorized.
AETERNA LABORATORIES INC.
Date: May 18, 2004 By: /s/ Mario Paradis
--------------------------------
Name: Mario Paradis
Title: Senior Finance Director
and Corporate Secretary
EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT PAGE NO.
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1 Annual Information Form of Registrant, dated May 14, 2004, for
the year ended December 31, 2003
2 Report of Independent Auditors
3 Audited Consolidated Balance Sheets of Registrant, including the
Notes thereto, as at December 31, 2003 and 2002 and
Audited Consolidated Statements of Deficit, Consolidated
Statements of Contributed Surplus, Consolidated
Statements of Operations and Consolidated Statements of
Cash Flows for the years ended December 31, 2003, 2002
and 2001
4 Annual Report of the Registrant for the year ended December 31,
2003
5 Management's Discussion and Analysis of Financial Condition and
Results of Operations for the financial year ended
December 31, 2003
6 Consent of Independent Accountants
7 Code of Ethical Conduct
31.1 Certification of the Chief Executive Officer pursuant to
Section 302 of Sarbanes-Oxley Act of 2002
31.2 Certification of the Chief Financial Officer pursuant to
Section 302 of Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer pursuant to
Section 906 of Sarbanes-Oxley Act of 2002
32.2 Certification of the Chief Financial Officer pursuant to
Section 906 of Sarbanes-Oxley Act of 2002