UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of
September, 2009
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PEACE ARCH ENTERTAINMENT GROUP INC.
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(Translation of Registrants name into English)
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1867 Yonge Street,
Suite 650, Toronto, Ontario M4S 1Y5
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(Address of principal executive office)
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[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20F or Form 40-F.
Form 20-F
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Form 40-F
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[Indicate by check mark whether the registrant by furnishing 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.
Yes
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No
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This Form 6-K shall be incorporated by reference into the Registration Statement on Form S-8 (File No. 333-134552) and any other Registration Statement filed by the Registrant which by its terms automatically incorporates the Registrant's filings and submissions with the SEC under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934.
(If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-_______________
For Immediate Release
PEACE ARCH
®
ENTERTAINMENT PROVIDES FURTHER UPDATE REGARDING THE FILING OF ITS FISCAL 2008 FINANCIAL STATEMENTS
TORONTO August 31, 2009 --
Peace Arch
®
Entertainment Group Inc. (AMEX:PAE - News) (TSX:PAE.TO - News) today provided an update with respect to the Companys filing of its audited financial statements for the year ended August 31, 2008.
As previously disclosed, under variable interest entity accounting rules Peace Arch is obligated to consolidate the results of operations of certain single purpose motion picture production companies that Peace Arch does not own but whose pictures Peace Arch distributes. After significant efforts, Peace Arch has been unable to obtain from those entities the financial information that is required by the Companys auditors to finalize their audit of Peace Archs consolidated financial statements for the year ended August 31, 2008. If left unresolved, this limitation on the scope of the audit of the Companys fiscal 2008 financial statements will result in a qualified opinion from the Companys auditors.
While the Company is continuing its discussions with the Ontario Securities Commission (OSC) regarding this issue, the OSC generally does not accept qualified audit opinions and has informed the Company that it is unlikely to grant an exemption from this requirement at this time. Consequently, the cease trade order issued by the OSC with respect to the trading of the Companys shares on the Toronto Stock Exchange (TSX) will remain in effect until Peace Arch can obtain an unqualified audit opinion or an exemption from the OSC.
On August 18, 2009, the Company was notified by NYSE AMEX LLC (AMEX) that AMEX was willing to continue Peace Archs listing on AMEX provided that Peace Arch filed with the U.S. Securities and Exchange Commission (SEC) its Annual Report Form 20-F by August 31, 2009. Because it has not yet received an unqualified audit opinion, the Company has not yet filed its Annual Report on Form 20-F for fiscal 2008.
Peace Arch is taking several steps to resolve these issues.
First, the Company will continue to use all legal means to try to obtain from the variable interest entities the information that it needs to finalize its fiscal 2008 statements and obtain an unqualified audit opinion.
Second, the Company has begun preparing its statements for the year ending August 31, 2009. At this time the Company expects to obtain an unqualified audit opinion with respect to its fiscal 2009 statements, on which basis the Company believes the OSC will grant an exemption with respect to the qualified opinion for fiscal 2008.
Third, Peace Arch has requested that AMEX grant the Company until September 25, 2009 to file its Annual Report on Form 20-F for the reasons described above.
The Company intends to resume trading on the TSX no later than November 30, 2009 with the filing of its fiscal 2009 statements. However, no assurance can be given that the Company will be able to obtain an unqualified audit opinion for fiscal 2008 or fiscal 2009, that AMEX will grant Peace Arch a further extension, or that the Company will be able to file its Annual Report on Form 20-F for fiscal 2008 by any such extended deadline. If the Company obtains an extension from AMEX and then files its Form 20-F by the extended deadline, the Company will thereafter have to effectuate a reverse stock split in order to comply with AMEX listing requirements.
About Peace Arch Entertainment Group Inc.
Peace Arch Entertainment produces and acquires feature films and television content for distribution to worldwide markets. The Companys award winning drama The Tudors airs on Showtime in the United States and the CBC in Canada, and its lifestyle series Last 10 Pounds Boot Camp and Bulging Brides both air on The Fine Living Network in the U.S. and Slice in Canada. Peace Archs recent feature film releases include The Mysteries of Pittsburgh starring Jon Foster, Peter Sarsgaard, Sienna Miller, Mena Suvari and Nick Nolte and JCVD starring Jean Claude Van Damme. For additional information, please visit www.peacearch.com.
Forward-Looking Statements
This press release includes statements that may constitute forward-looking statements, usually containing the words believe, estimate, project, expect, or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.
# # #
John Flock
CEO
Peace Arch Entertainment Group Inc.
310.776.7200
Email: jflock@peacearch.com
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Peace
Arch Entertainment Group Inc.
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(Registrant)
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Date
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September
1, 2009
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By
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"Mara
Di Pasquale"
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(Signature)*
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Mara
Di Pasquale, Chief Financial Officer
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*Print
the name and title under the signature of the signing officer.
GENERAL
INSTRUCTIONS
A.
Rule
as to Use of Form 6-K,
This
form shall be used by foreign private issuers which are required to furnish
reports pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of
1934.
B.
Information
and Document required to be Furnished,
Subject
to General Instruction D herein, an issuer furnishing a report on this form
shall furnish whatever information, not required to be furnished on Form 40-F or
previously furnished, such issuer (I) makes or is required to make public
pursuant to the law of the jurisdiction of its domicile or in which it is
incorporated or organized, or (ii) files or is required to file with a stock
exchange on which its securities are traded and which was made public by that
exchange, or (iii) distributes or is required to distribute to its security
holders.
The
information required to be furnished pursuant to (I), (ii) or (iii) above is
that which is material with respect to the issuer and its subsidiaries
concerning: changes in business; changes in management or control; acquisitions
or dispositions of assets; bankruptcy or receivership; changes in registrant's
certifying accountants; the financial condition and results of operations;
material legal proceedings; changes in securities or in the security for
registered securities; defaults upon senior securities; material increases or
decreases in the amount outstanding of securities or indebtedness; the results
of the submission of matters to a vote of security holders; transactions with
directors, officers or principal security holders; the granting of options or
payment of other compensation to directors or officers; and any other
information which the registrant deems of material importance to security
holders.
This
report is required to be furnished promptly after the material contained in the
report is made public as described above. The information and documents
furnished in this report shall not be deemed to be "filed" for the purpose
of Section 18 of the Act or otherwise subject to the liabilities of that
section.
If
a report furnished on this form incorporates by reference any information not
previously filed with the Commission, such information must be attached as an
exhibit and furnished with the form.
C.
Preparation
and Filing of Report
This
report shall consist of a cover page, the document or report furnished by the
issuer, and a signature page. Eight complete copies of each report on this
form shall be deposited with the Commission. At least one complete copy
shall be filed with each United States stock exchange on which any security of
the registrant is listed and registered under Section 12(b) of the Act. At
least one of the copies deposited with the Commission and one filed with each
such exchange shall be manually signed. Unsigned copies shall be
conformed.
D.
Translations
of Papers and Documents into English
Reference
is made to Rule 12b-12(d) [17 CFR 240.12b-12(d)]. Information required to
be furnished pursuant to General Instruction B in the form of press releases and
all communications or materials distributed directly to security holders of each
class of securities to which any reporting obligation under Section 13(a) or
15(d) of the Act relates shall be in the English language. English
versions or adequate summaries in the English language of such materials may be
furnished in lieu of original English translations.
Notwithstanding
General Instruction B, no other documents or reports, including prospectuses or
offering circulars relating to entirely foreign offerings, need be furnished
unless the issuer otherwise has prepared or caused to be prepared English
translations, English versions or summaries in English thereof. If no such
English translations, versions or summary have been prepared, it will be
sufficient to provide a brief description in English of any such documents or
reports. In no event are copies of original language documents or reports
required to be furnished.
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