- Annual Report (foreign private issuer) (40-F)

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 40-F

[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 the fiscal year ended December 31, 2008		Commission File Number 1-13064

NOVA Chemicals Corporation

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English (if applicable))

Canada

(Province or other jurisdiction of incorporation or organization)

None

(Primary Standard Industrial Classification Code Number (if applicable))

None

(I.R.S. Employer Identification Number (if applicable))

1000 - 7 ^th Avenue S.W., Calgary, Alberta, Canada T2P 5L5 [phone]

(Address and telephone number of Registrant’s principal executive offices)

NOVA Chemicals Inc., 1550 Coraopolis Heights Road, Moon Township, Pennsylvania, 15108

Attn: J.M. Lipton, President [phone]

(Name, address (including zip code) and telephone number (including area code)

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 of no par value		New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

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For annual reports, indicate by check mark the information filed with this Form:

 

þ                 Annual information form		þ                 Audited annual financial statements and related schedules

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.

As of December 31, 2008: 83,160,889 Common Shares were outstanding.

 

 

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             ¨		82-		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 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.

 

Yes             þ				No             ¨

The documents (or portions thereof) forming part of this Form 40-F are incorporated by reference into the following registration statements under the Securities Act of 1933, as amended:

Registration Statement on Form S-8 #33-47673

Registration Statement on Form S-8 #333-520

Registration Statement on Form S-8 #333-9076

Registration Statement on Form S-8 #333-9078

Registration Statement on Form S-8 #33-86218

Registration Statement on Form S-8 #33-77308

Registration Statement on Form S-8 #333-11280

Registration Statement on Form S-8 #333-12910

Registration Statement on Form S-8 #333-101793

Registration Statement on Form S-8 #333-109424

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UNDERTAKING AND EXHIBITS

A. Undertaking

Registrant 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 securities in relation to which the obligation to file an annual report on Form 40-F arises or to transactions in said securities.

B. Exhibits

Attached hereto are:

 

99.1		Annual Information Form
99.2		Audited consolidated financial statements and related schedules
99.3		Management’s Discussion & Analysis
99.4		Consent of Ernst & Young LLP
99.5		CEO and CFO Certifications
99.6		Certification of principal executive officer pursuant to 18 U.S.C. § 1350
99.7		Certification of principal financial officer pursuant to 18 U.S.C. § 1350

 

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CONTROLS AND PROCEDURES

Scope of Management’s Report on Internal Control Over Financial Reporting . Our audited consolidated financial statements include the accounts of INEOS NOVA, our 50:50 joint venture with INEOS, via proportionate consolidation in accordance with Canadian GAAP. Our management has been unable to evaluate the effectiveness of internal controls within INEOS NOVA due to the fact that NOVA Chemicals does not have the right or authority to evaluate the internal controls and does not have the access necessary, in practice, to evaluate those controls. Our management’s conclusion regarding the effectiveness of internal controls does not extend to the internal controls of INEOS NOVA.

Management’s Annual Report on Internal Control Over Financial Reporting . The report of management on our internal control over financial reporting is located under the heading “Management’s Annual Report on Internal Control Over Financial Reporting” in our audited consolidated financial statements, which are filed as Exhibit 99.2 to this annual report on Form 40-F and is incorporated by reference herein.

Attestation Report of the Registered Public Accounting Firm . The attestation report on internal control over financial reporting is located under the heading “Independent Auditors’ Report on Internal Controls” in our audited consolidated financial statements, which are filed as Exhibit 99.2 to this annual report on Form 40-F and is incorporated by reference herein.

Evaluation of Disclosure Controls and Procedures . Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of December 31, 2008, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting . There were no changes in our internal control over financial reporting identified in connection with the above evaluation that occurred during the period covered by this annual report on Form 40-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

AUDIT COMMITTEE FINANCIAL EXPERT

The information required by Item 8 of General Instruction B is located under the heading “Description of Board Committees” in Annex I to the Management Proxy Circular dated March 13, 2009, which is filed as an exhibit to our Report on Form 6-K dated March 17, 2009 and is incorporated by reference herein.

CODE OF ETHICS

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. You can view our Code of Ethics for CEO and Senior Financial Officers on the Governance page on our website at http://www.novachemicals.com/governance.

 

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 10 of General Instruction B is located under the heading “Fees Billed by Ernst & Young LLP” in the Management Proxy Circular dated March 13, 2009 and “Additional Information Relating to the Audit, Finance and Risk Committee” in Annex I to the Management Proxy Circular dated March 13, 2009. The Management Proxy Circular dated March 13, 2009 is filed as an exhibit to our Report on Form 6-K dated March 17, 2009 and is incorporated by reference herein.

OFF-BALANCE SHEET ARRANGEMENTS

The information required by Item 11 of General Instruction B is located under the heading “NOVA Chemicals’ Off-Balance Sheet Accounts Receivable Securitization Programs” in Management’s Discussion & Analysis, which is filed as Exhibit 99.3 to this annual report on Form 40-F and is incorporated by reference herein.

CONTRACTUAL OBLIGATIONS

The information required by Item 12 of General Instruction B is located under the heading “Contractual Cash Obligations” in Management’s Discussion & Analysis, which is filed as Exhibit 99.3 to this annual report on Form 40-F and is incorporated by reference herein.

AUDIT COMMITTEE

The information required by Item 14 of General Instruction B is located under the heading “Description of Board Committees” in the Management Proxy Circular dated March 13, 2009, which is filed as an exhibit to our Report on Form 6-K dated March 17, 2009 and is incorporated by reference herein.

 

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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.

 

Registrant		NOVA Chemicals Corporation
By		/ S /    J ACK S. M USTOE
Name and Title		Jack S. Mustoe, Senior Vice-President, Chief Legal Officer and Corporate Secretary
Date		March 17, 2009

 

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