d15f.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
15F
CERTIFICATION
OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF
A
CLASS
OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ITS
TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION
15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934.
Commission
file number: 333-107620
(Exact
name of registrant as specified in its charter)
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8150
Trans-Canada Highway
St.
Laurent QC H4S 1M5
Phone:
Tel.
No.: (514) 335-2429
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(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
(Title
of
each class of securities covered by this Form)
Please
place an X in the box(es) to indicated the provision(s) relied upon to terminate
the duty to file reports under the Securities Exchange Act of 1934:
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Rule
12h-6(a)
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x
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Rule
12h-6(d)
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o
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(for
equity securities)
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(for
successor registrants)
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Rule
12h-6(c)
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o
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Rule
12h-6(i)
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o
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(for
debt securities)
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(for
prior Form 15 filers)
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General
The
purpose of this Amendment No. 1 to Form 15F is to amend and restate in full
the
Form 15F that was previously filed by SR Telecom Inc. on November 7,
2007.
Part
I
Item
1. Exchange Act Reporting History
A.
SR
Telecom Inc. (the ”Company” or "SR Telecom") first incurred the duty to file
reports under section 13(a) or section 15(d) of the Securities Exchange Act
of
1934, as amended (the “Exchange Act”) on August 7, 2003 when its registration
statement on Form F-4 was declared effective by the U.S.
Securities and Exchange Commission (the “SEC” or “Commission”). SR Telecom’s
common shares, no par value (the “common shares”), were listed on the Nasdaq
National Market (“Nasdaq”) on September 3, 2003.
B.
SR
Telecom has filed or submitted all reports required under Exchange Act section
13(a) or section 15(d) and corresponding Commission rules for the 12 months
preceding the filing of this form, and it has filed at least one annual report
under section 13(a).
Item
2. Recent United States Market Activity
SR
Telecom’s securities were last sold in the United States in a registered
offering under the United States Securities Act of 1933, as amended (the
"Securities Act") in 2003 pursuant to a registration statement on Form F−4,
filed on August 1, 2003.
Item
3. Foreign Listing and Primary Trading Market
A.
The
primary trading market for SR Telecom’s common shares is the Toronto Stock
Exchange (the “TSX”), which is located in Toronto, Ontario in
Canada.
B.
SR
Telecom’s common shares were initially listed on the TSX on June 12,
1986. SR Telecom has maintained a listing of its common shares on the
TSX for at least the 12 months preceding the filing of this Form.
C.
During
the 12−month period beginning on November 1, 2006 and ending on October 31,
2007, the average daily trading volume ("ADTV") of SR Telecom 's common shares
in on−exchange transactions in Canada represented 97.26% of the ADTV of SR
Telecom 's common shares on a worldwide basis.
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Item
4. Comparative Trading Volume Data
A. The
first and last days of the recent 12−month period used to meet the requirements
of Rule 12h−6(a)(4)(i) are November 1, 2006 and October 31, 2007, respectively
(the “Recent 12-Month Period”).
B. During
the Recent 12-Month Period, the ADTV of SR Telecom’s common shares in the United
States was 42,360 (including on−exchange as well as
off−exchange transactions effected in the United States) and on a worldwide
basis was 1,548,422 (including on−exchange as well as off−exchange transactions
effected in the United States and on−exchange transactions effected in
Canada).
C. During
the Recent 12-Month Period, the ADTV of SR Telecom’s common shares in the United
States was 2.74% of the ADTV of SR Telecom’s common shares on a worldwide basis
during the same period.
D. On
November 30, 2005, the
Company received notice from the Nasdaq Listings Qualifications Panel that
its
common shares would be delisted from Nasdaq, and such delisting became effective
as of the opening of business on December 2, 2005. For the preceding 12-month
period beginning on December 1, 2004 and ending on November 30, 2005, the ADTV
of SR Telecom’s common shares in the United States was 49.41%
of the ADTV of SR Telecom’s common
shares on a worldwide basis during the same period.
E. The
Company has not terminated a sponsored American depositary receipt facility
regarding its common shares.
F.
The
source of the trading volume information used for determining that SR Telecom
meets the requirements of Rule 12h−6 under the Exchange Act was Bloomberg.
Bloomberg data for trading volumes in the United States includes data relating
to both on−exchange and off-exchange trading in the United States. Bloomberg
data for trading volumes outside of the United States includes data relating
to
trading on the TSX, but does not include off-exchange trading. Accordingly,
all
United States ADTV figures include both on−exchange and off-exchange trading,
while the TSX ADTV figures include only on−exchange trading.
Item
5. Alternative Record Holder Information
Not
applicable.
Item
6. Debt Securities
Not
applicable.
Item
7. Notice Requirement
A. On
November 6, 2007, the Company published the notice, required by Rule 12h−6(h),
disclosing its intent to terminate its duty to file reports under section 13(a)
or 15(d) of the Exchange Act or both.
B. SR
Telecom published the notice
referred to in Item 7.A by means of a news release in the United States issued
through CCN Matthews Marketwire. In addition, this news release was posted
on SR
Telecom’s website (www.srtelecom.com)
and SR Telecom submitted a copy of
the news release to the SEC under cover of Form 6-K on November 7,
2007.
Item
8. Prior Form 15 Filers
Not
applicable.
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Item
9. Rule 12g3-2(b) Exemption
The
Company will publish the
information required under Rule 12g3−2(b)(1)(iii) on its website at www.srtelecom.com.
Part
III
Item
10. Exhibits
Not
applicable
Item
11. Undertakings
The
undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time
before the effectiveness of its termination of reporting under Rule 12h-6,
it
has actual knowledge of information that causes it reasonably to believe that,
at the time of filing the Form 15F:
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1.
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The
average daily trading volume of its subject class of securities in
the
United States exceeded 5 percent of the average daily trading volume
of
that class of securities on a worldwide basis for the same recent
12-month
period that the issuer used for purposes of Rule
12h-6(a)(4)(i);
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2.
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Its
subject class of securities was held of record by 300 or more United
States residents or 300 or more persons worldwide, if proceeding
under
Rule 12h-6(a)(4)(ii) or Rule 12h-6(c);
or
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It
otherwise did not qualify for termination of its Exchange Act reporting
obligations under Rule 12h-6.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, SR Telecom Inc.
has
duly authorized the undersigned person to sign on its behalf this certification
on Form 15F. In so doing, SR Telecom Inc. certifies that, as represented on
this Form, it has complied with all the conditions set forth in Rule 12h-6
for
terminating its registration under section 12(g) of the Exchange Act, or its
duty to file reports under section 13(a) or section 15(d) of the Exchange Act,
or both.
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SR
Telecom
Inc. |
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Date:
November
9, 2007
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By:
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/s/Marc
Girard |
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Name:
Marc Girard
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Title:
Senior Vice President Finance and Chief Financial Officer
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