| UNITED STATES | ||||
| SECURITIES AND EXCHANGE COMMISSION | ||||
| Washington, D.C. 20549 | ||||
| FORM 40-F/A | ||||
| (Check One) | ||||
| ¨ | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 | |||
| or | ||||
| þ | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 | |||
| For fiscal year ended: | March 31, 2009 | Commission File number: 1-31402 | ||
| CAE INC. | ||||
| (Exact name of Registrant as specified in its charter) | ||||
| Canada | 3699 | Not Applicable | ||
| (Province or Other Jurisdiction of | (Primary Standard Industrial Classification | (I.R.S. Employer Identification | ||
| Incorporation or Organization) | Code Number, if applicable) | Number, if applicable) | ||
| 8585 Côte-de-Liesse, Saint-Laurent, Québec, H4T 1G6 | ||||
| 514-341-6780 | ||||
| (Address and Telephone Number of Registrant’s principal executive office) | ||||
| CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, NY 10011 (212) 894-8700 | ||||
| (Name, Address and Telephone Number 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 | |||
| including associated Common Share | ||||
| purchase rights pursuant to the Registrant’s | ||||
| Shareholder Rights Plan, which purchase rights | ||||
| will trade together with the Common Shares | ||||
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:
| þ | Annual Information Form | þ | 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: 255,146,443 common 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 ¨ No þ
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 proceeding 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 in the past 90 days.
Yes þ No ¨
EXPLANATORY NOTE
Exhibit 99.4, Consent of PricewaterhouseCoopers LLP, was omitted from the Form 40-F that was filed on June 29, 2009. A copy of same is attached hereto.
| EXHIBIT INDEX | |
| Exhibit | Description |
| Number | |
| 99.4 | Consent of PricewaterhouseCoopers |
| 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.
| Date: | July 2, 2009 | CAE INC. |
| By: | /s/ Hartland Paterson | ||||||||||
| Name: Hartland J. A. Paterson | |||||||||||
| Title: | Vice President, Legal, General | ||||||||||
| Counsel and Corporate Secretary | |||||||||||