UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
o 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, 2007 | Commission File Number: 1-31349 | |
THE THOMSON CORPORATION
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant's name into English (if applicable))
Ontario
(Province or other jurisdiction of incorporation or organization)
2741
(Primary Standard Industrial Classification Code Number (if applicable))
98-0176673
(I.R.S. Employer Identification Number (if applicable)
Metro Center, One Station Place, Stamford, Connecticut 06902, (203) 539-8000
(Address and telephone number of Registrant's principal executive offices)
Thomson Holdings Inc.
Attn: Deirdre Stanley, Esq., Senior Vice President and General Counsel
Metro Center, One Station Place, Stamford, Connecticut 06902, (203) 539-8000
(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 Each Exchange on Which Registered |
|
|---|---|---|
| Common shares | 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:
Debt Securities
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:
638,682,953 common shares and 6,000,000 Series II preference 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 file number assigned to the Registrant in connection with such Rule.
| Yes o | 82- | No ý |
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 o |
DISCLOSURE CONTROLS AND PROCEDURES
The disclosure provided under the heading "Disclosure Controls and Procedures" on page 39 of Exhibit 99.2 (Management's Discussion and Analysis) is incorporated by reference herein.
INTERNAL CONTROL OVER FINANCIAL REPORTING
a. Changes in internal control over financial reporting.
The disclosure provided under the heading "Internal Control over Financial Reporting" on page 39 of Exhibit 99.2 (Management's Discussion and Analysis) is incorporated by reference herein.
b. Management's report on internal control over financial reporting.
The disclosure provided under the heading "Internal Control over Financial Reporting" on page 39 of Exhibit 99.2 (Management's Discussion and Analysis) and the disclosure provided under the heading "Management's Report on Internal Control over Financial Reporting" on page 1 of Exhibit 99.3 (Audited Consolidated Financial Statements) are incorporated by reference herein.
c. Auditors' report on internal control over financial reporting.
The disclosure provided under the heading "Independent Auditors' Report" on page 2 of Exhibit 99.3 (Audited Consolidated Financial Statements) is incorporated by reference herein.
AUDIT COMMITTEE FINANCIAL EXPERT
The disclosure provided under the heading "Audit Committee" on page 10 of Exhibit 99.1 (Annual Information Form) is incorporated by reference herein.
CODE OF ETHICS
The disclosure provided under the heading "Code of Business Conduct and Ethics" on page 15 of Exhibit 99.1 (Annual Information Form) is incorporated by reference herein.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The disclosure provided under the heading "Principal Accountant Fees and Services" on page 13 of Exhibit 99.1 (Annual Information Form) is incorporated by reference herein.
OFF-BALANCE SHEET ARRANGEMENTS
The disclosure provided under the heading "Off-Balance Sheet Arrangements, Commitments and Contractual Obligations" on page 29 of Exhibit 99.2 (Management's Discussion and Analysis) is incorporated by reference herein.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The disclosure provided under the heading "Off-Balance Sheet Arrangements, Commitments and Contractual Obligations" on page 29 of Exhibit 99.2 (Management's Discussion and Analysis) is incorporated by reference herein.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Registrant has a separately designated Audit Committee of its Board of Directors established in accordance with Section 3(a)(58)(A) of the Exchange Act. The disclosure provided under the heading "Audit Committee" on page 10 of Exhibit 99.1 (Annual Information Form) is incorporated by reference herein.
DISCLOSURE PURSUANT TO REQUIREMENTS OF THE NEW YORK STOCK EXCHANGE
The disclosure provided under the headings "Controlled Company," "Independent Directors," "Presiding Directors at Meetings of Non-Management and Independent Directors," "Communications with Non-Management and Independent Directors and Presiding Directors" and "Corporate Governance Guidelines and Board Committee Charters" beginning on page 14 of Exhibit 99.1 (Annual Information Form) is incorporated by reference herein.
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 a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
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.
| THE THOMSON CORPORATION | |||
By: |
/s/ Deirdre Stanley |
||
| Name: | Deirdre Stanley | ||
| Title: | Senior Vice President and General Counsel | ||
Date: March 10, 2008 |
|||
| Exhibit Number |
Description |
|
|---|---|---|
| 99.1 | Annual Information Form for the year ended December 31, 2007 | |
| 99.2 | Management's Discussion and Analysis for the year ended December 31, 2007 | |
| 99.3 | Audited Consolidated Financial Statements for the year ended December 31, 2007 | |
| 99.4 | Consent of PricewaterhouseCoopers LLP | |
| 99.5 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 99.6 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 99.7 | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 99.8 | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 99.9 | Code of Ethics (incorporated by reference to Exhibit 99.1 of the Registrant's Form 6-K (File No. 1-31349) furnished to the Securities and Exchange Commission on January 30, 2007) |