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
/X/ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR COMMISSION FILE
ENDED DECEMBER 31, 2004 NUMBER: 001-31395
CANADIAN SUPERIOR ENERGY INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ALBERTA 1311 NOT APPLICABLE
(PROVINCE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NUMBER
INCORPORATION OR CODE (IF APPLICABLE)) (IF APPLICABLE))
ORGANIZATION)
SUITE 330, 400 3RD AVENUE, SW
CALGARY, ALBERTA, CANADA T2P 4H2
(403) 294-1411
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PTSGE CORP.
ATTN: GARY KOCHER
925 FOURTH AVENUE, SUITE 2900
SEATTLE, WASHINGTON 98104
(206) 623-7580
(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 NAME OF EACH EXCHANGE ON WHICH QUOTED
--------------- ------------------------------------------
Common Shares American Stock Exchange
Toronto 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:
/X/ Annual information form /X/ Audited annual financial statements
Indicate 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.
The Registrant had 109,858,183 common shares outstanding as of December 31,
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 /X/ No
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.
/X/ Yes / / No
TABLE OF CONTENTS
PAGE
Principal Documents............................................................1
Disclosure Controls and Procedures.............................................1
Audit Committee Financial Expert...............................................1
Code of Ethics.................................................................1
Principal Accountant Fees and Services.........................................2
Pre-Approval Policies..........................................................2
Off-Balance Sheet Arrangements.................................................2
Disclosure of Contractual Obligations..........................................2
Audit Committee................................................................3
Undertaking ...................................................................3
Consent to Service of Process..................................................3
EXCEPT WHERE OTHERWISE INDICATED, ALL DOLLAR AMOUNTS STATED IN THIS ANNUAL
REPORT ON FORM 40-F ARE CANADIAN DOLLARS.
PRINCIPAL DOCUMENTS
The following documents have been filed as part of this Annual Report on
Form 40-F:
A. ANNUAL INFORMATION FORM
For our Annual Information Form for the twelve-month period ended December
31, 2004, see Exhibit 1 to this Annual Report on Form 40-F.
B. AUDITED ANNUAL FINANCIAL STATEMENTS
For our Consolidated Audited Financial Statements for the twelve-month
period ended December 31, 2004, including the report of independent chartered
accountants with respect thereto, see Exhibit 2 to this Annual Report on Form
40-F. For a reconciliation of important differences between Canadian and United
States generally accepted accounting principles, see Exhibit 4 of this Annual
Report on Form 40-F.
C. MANAGEMENT'S DISCUSSION AND ANALYSIS
For Management's Discussion and Analysis for the twelve-month period ended
December 31, 2004, see Exhibit 3 to this Annual Report on Form 40-F.
DISCLOSURE CONTROLS AND PROCEDURES
We have carried out an evaluation, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this Annual Report on Form
40-F. Based on this evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that our disclosure controls and procedures are effective
in ensuring that information that we are required to disclose in our reports
filed with the SEC is recorded, processed, summarized and reported within the
time periods specified by the SEC. It should be noted that the design of any
system of control is based in part on certain assumptions about the likelihood
of future events and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote.
AUDIT COMMITTEE FINANCIAL EXPERT
Our Board of Directors has determined that Mr. Squires is an audit
committee financial expert serving on our audit committee (as defined in
paragraph 8(b) of General Instruction B to Form 40-F). Mr. Squires is a
Chartered Financial Analyst, ans was the director of the Toronto Society of
Financial Analysts from 1984 to 1986. For a description Mr. Squires' relevant
experience in financial matters, see his five-year employment history in the
section "Directors and Executive Officers" in our Annual Information Form for
the year ended December 31, 2004, which is filed as Exhibit 1 to this Annual
Report on Form 40-F. Our Board of Directors has determined that Mr. Squires is
independent pursuant to the standards of the American Stock Exchange.
CODE OF ETHICS
Our code of ethics applicable to our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions is disclosed in our Code of Ethics, which is
applicable to all of our directors, officers and employees. Our Code of Ethics
is filed as Exhibit 5 to this Annual Report on Form 40-F. In the event that we:
(i) amend any provision of our Code of Business Conduct that applies to
our principal executive officer, principal financial officer,
principal accounting officer or controller or persons performing
similar functions that relates to any element of the code of ethics
definition enumerated in paragraph (9)(b) of General Instruction B to
Form 40-F, or
(ii) grant a waiver, including an implicit waiver, from a provision of our
Code of Business Conduct to any of our
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principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar
functions that relates to any element of the code of ethics definition
as enumerated in paragraph (9)(b) of General Instruction B to Form
40-F,
then we will disclose in a Form 6-K any such amendment or waiver. Such
disclosure will specifically describe the nature of the amendment or waiver, and
will, in the case of a waiver, name the person to whom the waiver was granted.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table provides information about the fees billed to us for
professional services rendered by KPMG LLP, our principal accountant, during
fiscal 2004 and 2003:
2004 2003
-------- --------
Audit fees $150,000 $148,700
Audit-related fees -- --
Tax fees -- 6000
All other fees 43,600 --
-------- --------
Total fees $193,600 $154,700
AUDIT FEES. Audit fees consist of fees for the audit of our annual
financial statements or services that are normally provided in connection with
statutory and regulatory filings or engagements.
AUDIT-RELATED FEES. Audit-related fees included fees relating to the review
of our quarterly financial statements.
TAX FEES. Tax fees included tax compliance, tax planning, tax advice and
various taxation matters.
ALL OTHER FEES. All other fees consists of services provided by our
principal accountant other than audit, audit-related and tax services, including
prospectus and other offering related work.
PRE-APPROVAL POLICIES
All audit and non-audit services performed by our auditors for the 2004 and
2003 fiscal years were pre-approved by our audit committee. It is our policy
that all audit and non-audit services performed by our auditors will continue to
be pre-approved by our audit committee.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements to report.
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
In the normal course of business we are obligated to make future payments.
These obligations represent contracts and other commitments that are known and
committed.
Payment Due by Period
Less than More than
Total 1 year 1 - 3 years 3 - 5 years 5 years
---------- ---------- ----------- ----------- ---------
Long-term debt obligations............................. -- -- -- -- --
Capital (finance) lease obligations.................... -- -- -- -- --
Operating lease obligations............................ $4,727,000 $1,312,000 $2,305,000 $1,110,000 --
Purchase obligations................................... -- -- -- -- --
Other long-term liabilities reflected on the Company's --
balance sheet under the GAAP of the primary
financial statements................................. 3,443,000 3,443,000 -- --
---------- ---------- ---------- ---------- --------
Total.................................................. $8,170,000 $4,755,000 $2,305,000 $1,110,000 --
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AUDIT COMMITTEE
We have established an audit committee in accordance with section 15 U.S.C.
78c(a)(58)(A). Each of the following directors serves on the audit committee:
Mr. Gerald J. Maier, Mr. Alexander Squires and Mr. Thomas J. Harp. See the
section entitled "Audit Committee" in our Annual Information Form for the year
ended December 31, 2004, which is filed as Exhibit 1 to this Annual Report on
Form 40-F.
UNDERTAKING
We undertake to make available, in person or by telephone, representatives
to respond to inquiries made by the Commission staff, and to furnish promptly,
when required 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.
CONSENT TO SERVICE OF PROCESS
A Form F-X signed by us and our agent for service of process is filed with
the Commission together with this Annual Report on Form 40-F. Any change to the
name and address of the agent for service for service of process shall be
communicated promptly to the Securities and Exchange Commission by an amendment
to the Form F-X.
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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.
CANADIAN SUPERIOR ENERGY INC.
By: /s/ GREG NOVAL
---------------------------------
Name: Greg Noval
Title: Chief Executive Officer
Date: May 20, 2005
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EXHIBITS
Exhibit Description
------- -----------------------------------------------------------------------
1 Annual Information Form of the Registrant for the twelve-month period
ended December 31, 2004.
2 Consolidated Audited Financial Statements of the Registrant for the
twelve-month period ended December 31, 2004, including Auditors'
Report to the Shareholders.
3 Management's Discussion and Analysis of the Registrant for the
twelve-month period ended December 31, 2004.
4 Reconciliation of Consolidated Audited Financial Statements of the
Registrant to United States generally accepted accounting principles.
5 Code of Ethics.
7.1 Certifications of Chief Executive Officer pursuant to Rule 13a-14(a).
7.2 Certifications of Chief Financial Officer pursuant to Rule 13a-14(a).
7.3 Certifications of Chief Executive Officer pursuant to Rule 13a-14(b)
and Section 1350 of Chapter 63 of Title 18 of the United States Code
(18 U.S.C. 1350).
7.4 Certifications of Chief Financial Officer pursuant to Rule 13a-14(b)
and Section 1350 of Chapter 63 of Title 18 of the United States Code
(18 U.S.C. 1350).
99.1 Consent of KPMG LLP.
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