form20f-a2.htm
UN1TED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
20-F/A-2
Amendment
No. 2
(Mark
One)
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¨
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
ACT
OF 1934
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OR
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þ
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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For
the fiscal year ended December
31, 2006
OR
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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OR
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¨
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SHELL
COMPANY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Date
of
event requiring this shell company report…………………..
For
the transition period from
______________ to
_______________
Commission
file number 0-50437
MAG
Silver Corp.
(Exact
name of Registrant as specified in its charter)
Not
Applicable
(Translation
of Registrant’s name into English)
British
Columbia
(Jurisdiction
of incorporation or organization)
Suite
328, 550 Burrard Street, Vancouver, British Columbia, Canada, V6C
2B5
(Address
of principal executive offices)
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 without Par
Value The
American Stock Exchange
Securities
registered or to be registered pursuant to Section 12(g) of the
Act.
N/A
(Title
of
Class)
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act.
N/A
(Title
of
Class)
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.
37,928,610
Common Shares at December 31, 2006
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act.
If
this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934.
Note
— Checking
the box above will not relieve any registrant required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their
obligations under those Sections.
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer ¨ Accelerated
filer þ Non-accelerated
filer ¨
Indicate
by check mark which financial statement item the registrant has elected to
follow.
þItem
l7 ¨Item
l8
If
this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange
Act). ¨ Yes þ No
(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
Act
of 1934 subsequent to the distribution of securities under a plan confirmed
by a
court.
¨Yes ¨No
EXPLANATORY
NOTE
This
Amendment No. 2 is filed for the sole purpose of correcting a typographical
error: 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
Amendment No. 1 to the Company’s Annual Report on Form 20-F for the year ended
December 31, 2006 is 37,928,610 Common Shares at December 31, 2006.
This
20-F/A-2 consists of a cover page, this explanatory note, the signature page,
and a new set of certifications required by Exchange Act Rules 13a-14(a) and
13a-14(b) for each principal executive officer and principal financial officer
of the Company, with such certifications filed as exhibits to this Amendment
No.
2 as required by Exchange Act Rule 12b-15.
Other
than as expressly set forth above, this Form 20-F/A-2 does not, and does not
purport to, amend, update, or restate the information in any Item of the
Company’s Annual Report on Form 20-F for the year ended December 31, 2006 which
was filed on June 15, 2007 or the Form 20-F/A-1 filed on January 11, 2008,
or
any events which have occurred after the filing of those forms.
Item
19.
Exhibits
The
following exhibits are filed with this Amendment No. 2 to the Company’s Annual
Report on Form 20-F for the year ended December 31, 2006 as originally filed
on
June 15, 2007:
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Exhibit
Reference #
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Name
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31.1
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|
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31.2
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|
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32.1
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32.2
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SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing
on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this Amendment No. 2 to its annual report on its behalf.
MAG
Silver Corp.
(Registrant)
“Daniel
MacInnis”
Daniel
T.
MacInnis
Date:
14
January
2008