Form F-X
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
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Name of issuer or person filing (Filer): SIERRA WIRELESS, INC. |
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B.
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(1 |
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This is [check one] |
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þ
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an original filing for the Filer |
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o
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an amended filing for the Filer |
(2) Check the following box if you are filing the Form F-X in paper in accordance with
Regulation S-T Rule 101(b)(9) [ ]
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C. |
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Identify the filing in conjunction with which this Form is being filed: |
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Name of registrant:
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SIERRA WIRELESS, INC |
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Form type:
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F -10 |
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File Number (if known): |
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Filed by:
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SIERRA WIRELESS, INC |
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Date Filed (if filed
Concurrently, so state):
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September 19, 2007 (filed concurrently with the
Registrants Registration Statement on Form F-10) |
D. |
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Filer is incorporated or organized under the laws of (Name of the jurisdiction under whose
laws the issuer is organized or incorporated: |
Canada
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and has its principal place of business at (Address in full and telephone number) |
13811 Wireless Way
Richmond, British Columbia
Canada V6V 3A4
(604) 231-1100
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The Filer designates and appoints |
Davis Wright Tremaine LLP (Agent)
1300 S.W. Fifth Avenue
23rd Floor
Portland, Oregon 97201
(503) 241-2300
as
the agent of the Filer upon whom may be served any process, pleadings,
subpoenas, or other papers in
(a) any
investigation or administrative proceeding conducted by the
Commission; and
(b) any civil suit or action brought against the Filer or to which the Filer has been joined
as defendant or respondent, in any appropriate court in any place subject to the
jurisdiction of any state or of the United States or of any of its territories or
possessions or of the District of Columbia, where the investigation, proceeding or cause of
action arises out of or relates to or concerns (i) any offering made or purported to be made
in connection with the securities registered or qualified by the
Filer on Form F-10 on September 19, 2007 or any purchases or sales of any security in connection therewith; (ii) the
securities in relation to which the obligation to file an annual report on Form 40-F arises,
or any purchases or sales of such securities; (iii) any tender offer for the securities of a
Canadian issuer with respect to which filings are made by the Filer with the Commission on
Schedule 13E-4F, 14D-1F or 14D-9F; or (iv) the securities in relation to which the Filer
acts as trustee pursuant to an exemption under Rule 10a-5 under the Trust Indenture Act of
1939. The Filer stipulates and agrees that any such civil suit or action or administrative
proceeding may be commenced by the service of process upon, and that service of an
administrative subpoena shall be effected by service upon such agent for service of process,
and that service as aforesaid shall be taken and held in all courts and administrative
tribunals to be valid and binding as if personal service thereof had been made.
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Each person filing this Form in connection with: |
(a) the use of Form F-9, F-10, 40-F, or SB-2 or Schedule 13E-4F, 14D-1F or 14D-9F
stipulates and agrees to appoint a successor agent for service of process and file
an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or
unable to accept service on behalf of the Filer at any time until six years have
elapsed from the date the issuer of the
securities to which such Forms and Schedules relate has ceased reporting under the
Exchange Act;
(b) the use of Form F-8, Form F-80 or Form CB stipulates and agrees to appoint a
successor agent for service of process and file an amended Form F-X if the Filer
discharges the Agent or the Agent is unwilling or unable to accept service on behalf
of the Filer at any time until six years have elapsed following the effective date
of the latest amendment to such Form F-8, Form F-80 or Form CB;
(c) its status as trustee with respect to securities registered on Form F-7, F-8,
F-9, F-10, F-80, or SB-2 stipulates and agrees to appoint a successor agent for
service of process and file an amended Form F-X if the Filer discharges the Agent or
the Agent is unwilling or unable to accept service on behalf of the Filer at any
time during which any of the securities subject to the indenture remain outstanding;
and
(d) the use of Form 1-A or other Commission form for an offering pursuant to
Regulation A stipulates and agrees to appoint a successor agent for service of
process and file an amended Form F-X if the Filer discharges the Agent or the Agent
is unwilling or unable to accept service on behalf of the Filer at any time until
six years have elapsed from the date of the last sale of securities in reliance upon
the Regulation A exemption.
Each Filer further undertakes to advise the Commission promptly of any change to the
Agents name or address during the applicable period by amendment of this Form,
referencing the file number of the relevant form in conjunction with which the
amendment is being filed.
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Each person filing this Form, other than a trustee filing in accordance with General
Instruction I. (a) of this Form, 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 Forms, Schedules
and offering statements described in General Instructions I. (a), I. (b), I. (c), I. (d) and
I. (f) of this Form, as applicable; the securities to which such Forms, Schedules and offering
statements relate; and the transactions in such securities. |
The Filer certifies that it has duly caused this power of attorney, consent, stipulation and
agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Vancouver, Country of Canada this 19th day of September, 2007.
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Filer: SIERRA WIRELESS, INC. |
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/s/ Jason Cohenour |
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By:
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Jason Cohenour
Chief Executive Officer |
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This statement has been signed by the following person in the capacity and on the date indicated.
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Davis Wright Tremaine, LLP
As Agent for Server of Process for
Sierra Wireless, Inc.
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/s/ Michael C. Phillips
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By: Michael C. Phillips |
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Title: |
Partner |
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Date: September 19, 2007 |