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, 2002 Commission File Number 0-30752
AETERNA LABORATORIES INC.
(Exact name of registrant as specified in its charter)
CANADA 2834 NOT APPLICABLE
(Province or other jurisdiction (Primary Standard Industrial (I.R.S. Employer)
of incorporation or organization) Classification Code Number) Identification Number
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.
35,961,927 Subordinate Voting Shares Outstanding
4,727,100 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
---
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
--- ---
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 as of a date within 90 days of the filing date of this report, that
the Registrant's disclosure controls and procedures (as defined in Rule
13a-14(c) of the Securities Exchange Act of 1934, as amended) are effective.
There have been no significant changes in the internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.
DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
In accordance with General Instruction D.(9) of Form 40-F, the Registrant
hereby files Exhibit 5 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 15, 2003 By: /S/ CLAUDE VADBONCOEUR
-------------------------------------------------
Name: Claude Vadboncoeur
Title: Vice President, Legal Affairs
and Corporate Secretary
CERTIFICATIONS
I, Gilles Gagnon, President and Chief Executive Officer of AEterna Laboratories
Inc., certify that:
1. I have reviewed this annual report on Form 40-F of AEterna Laboratories
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (and persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: MAY 15, 2003
------------
/s/ GILLES GAGNON
-------------------------------------
Gilles Gagnon
President and Chief Executive Officer
I, Dennis Turpin, Vice President and Chief Financial Officer of AEterna
Laboratories Inc., certify that:
1. I have reviewed this annual report on Form 40-F of AEterna
Laboratories Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (and persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: MAY 15, 2003
----------------------------------------
/s/ DENNIS TURPIN
----------------------------------------------
Dennis Turpin
Vice President and Chief Financial Office
EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT PAGE NO.
1 Annual Information Form of Registrant, dated May 9, 2003, for
the year ended December 31, 2002
2 Audited Consolidated Balance Sheets of Registrant, including the
Notes thereto, as at December 31, 2002 and 2001 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, 2002, 2001
and 2000
3 Annual Report of the Registrant for the year ended December 31,
2002
4 Management's Discussion and Analysis of Financial Condition and
Results of Operations
5 Consent of Independent Accountant
6 CEO and CFO Certifications pursuant to Section 906 of
Sarbanes-Oxley Act of 2002