01—Abstract
Summary
Summary of the 6-K filed November 17, 2005. Cited figures are marked; the original filing is the authoritative source.
This Form 6-K filing by Canadian Pacific Railway Limited and Canadian Pacific Railway Company on November 17, 2005, primarily serves as a report of foreign issuer information to the SEC.
It confirms that the companies will file their annual reports under Form 40-F, which is a requirement for eligible Canadian issuers. The filing also indicates that the information provided is not being furnished under Rule 12g3-2(b), meaning they are not seeking an exemption from certain SEC reporting requirements that might otherwise apply. Importantly, this report is incorporated by reference into several existing S-8 registration statements, which are typically used for employee stock option plans and other equity compensation.
02—Key points
Key Highlights
- Canadian Pacific Railway Limited and Canadian Pacific Railway Company are foreign issuers filing under Form 6-K.
- The companies will file their annual reports using Form 40-F, a reporting option for Canadian registrants.
- The filing explicitly states 'No' to furnishing information under Rule 12g3-2(b) of the Securities Exchange Act of 1934.
- The report is incorporated by reference into multiple S-8 registration statements (File Nos. 333-127943, 333-13962, 333-13846).
- These S-8 filings are generally related to employee stock plans.
- The event date and filing date are both November 16, 2005.
03—Questions
Frequently Asked Questions
What is the primary purpose of this Form 6-K filing?
The primary purpose of this Form 6-K is to report information as a foreign issuer to the U.S. Securities and Exchange Commission (SEC). It confirms their filing status for annual reports and other relevant disclosures.
What does it mean that Canadian Pacific will file under Form 40-F?
Filing under Form 40-F means that Canadian Pacific is taking advantage of a simplified reporting option available to eligible Canadian issuers. It allows them to file their annual reports with the SEC using financial statements prepared in accordance with Canadian generally accepted accounting principles, rather than U.S. GAAP, subject to certain reconciliation requirements.
Why is the report being incorporated by reference into S-8 registration statements?
Incorporation by reference into S-8 registration statements suggests that this filing contains information relevant to securities offered under employee benefit plans. The S-8 form is used to register securities to be offered to employees under stock options or other equity compensation plans, and by incorporating this 6-K, the company is making its disclosures available in connection with those plans.
Does this filing contain significant new financial or operational updates for investors?
No, this specific Form 6-K filing is primarily a procedural and reporting document for foreign issuers. It does not appear to contain substantive new financial results, strategic announcements, or material operational updates typically found in other SEC filings like 8-K or 10-Q/10-K. Investors seeking financial or operational updates should look for separate filings.
04—Continue