Form 20-F/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 20-F/A

 

 

 

¨ Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

or

 

x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2007

or

 

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from/to

or

 

¨ Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this shell company report:

Commission file number 000–12033

 

 

TELEFONAKTIEBOLAGET LM ERICSSON

(Exact Name of Registrant as Specified in Its Charter)

LM ERICSSON TELEPHONE COMPANY

(Translation of Registrant’s Name Into English)

 

 

Kingdom of Sweden

(Jurisdiction of Incorporation or Organization)

SE-164 83 Stockholm, Sweden

(Address of Principal Executive Offices)

Roland Hagman, Vice President Group Function Financial Control

Telephone: +46 8 719 53 80, Facsimile: +46 8 719 42 22

SE-164 83 Stockholm, Sweden

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

 

 

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

 
American Depositary Shares   The NASDAQ Stock Market LLC  
B Shares   The NASDAQ Stock Market LLC *

 

* Not for trading, but only in connection with the registration of the American Depositary Shares representing such B Shares pursuant to the requirements of the Securities and Exchange Commission

Securities 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

 

 

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:

 

B shares (SEK 1.00 nominal value)

   14,823,478,760

A shares (SEK 1.00 nominal value)

   1,308,779,918

C shares (SEK 1.00 nominal value)

   0

Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

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.    Yes  ¨    No  x

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.    Yes  x    No  ¨

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.

x  Large accelerated filer            ¨  Accelerated filer            ¨  Non-accelerated filer

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP  ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board  x     Other  ¨

Indicate by check mark which financial statement item the registrant has elected to follow.    Item 17  x    Item 18  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

 

 


EXPLANATORY NOTE

The Company is filing this Amendment No. 1 to its annual report on Form 20-F for the fiscal year ended December 31, 2007, as filed with the U.S. Securities and Exchange Commission on April 21, 2008 (the “2007 Form 20-F”), by setting forth the following amendments to Item 17. Financial statements and Item 19. Exhibits of the 2007 Form 20-F to provide separate audited consolidated financial statements of Sony Ericsson Mobile Communications AB (“Sony Ericsson”) as of and for the fiscal year end December 31, 2007, including the audit report of PricewaterhouseCoopers AB relating thereto, as required under Rule 3-09 of Regulation S-X. This amendment also includes comparative information on Sony Ericsson as of December 31, 2006 and for the fiscal years ended December 31, 2006 and 2005.

Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any part of the 2007 Form 20-F or reflect any events that have occurred after the 2007 Form 20-F was filed on April 21, 2008. The filing of this Form 20-F/A, and the inclusion of newly executed certifications, should not be understood to mean that any other statements contained in the 2007 Form 20-F are true and complete as of any date subsequent to April 21, 2008.


Item 17. Financial statements

Separate consolidated financial statements for Sony Ericsson included as Exhibit 15.2 hereto, including the independent auditors’ report of PricewaterhouseCoopers AB with respect to the consolidated financial statements for Sony Ericsson, are hereby incorporated by reference.


 

.Form 20-F Item Heading

  

Location in this document

   Page
Number

19

   Exhibits      
  

Exhibit 1

  

Articles of Association, incorporated by reference to our Form 6-K dated May 16, 2006

  
  

Exhibit 2

   Not applicable   
  

Exhibit 3

   Not applicable   
  

Exhibit 4.1

  

Memorandum of Agreement, dated 25 October 2005, Telefonaktiebolaget LM Ericsson and Marconi Corporation plc incorporated by reference to our Form 20-F dated May 18, 2006

  
  

Exhibit 4.2

  

Agreement and Plan of Merger Between Telefonaktiebolaget LM Ericsson (Publ), Maxwell Acquisition Corporation and Redback Networks Inc. Incorporated by reference to our Form 20-F dated June 7, 2007

  
  

Exhibit 5

   Not applicable   
  

Exhibit 6

  

Please see Notes to the Consolidated Financial Statements, Note C1 Significant Accounting Policies

  
  

Exhibit 7

  

For definitions of certain ratios used in this report, please see Financial Terminology

  
  

Exhibit 8

  

Please see Supplemental Information, Investments

  
  

Exhibit 9

   Not applicable   
  

Exhibit 10

   Not applicable   
  

Exhibit 11

  

Our Code of Business Ethics and Conduct is included on our web site at http://www.ericsson.com/about/code_business_ethics/index.shtml

  
  

Exhibit 12

   302 Certifications   
  

Exhibit 13

   906 Certifications   
  

Exhibit 14

   Not applicable   
  

Exhibit 15.1

  

Consent of Independent Registered Public Accounting Firm

  
  

Exhibit 15.2

  

Consolidated Financial Statements of Sony Ericsson Mobile Communications AB, including the independent auditors’ report of PricewaterhouseCoopers AB regarding the financial statements of Sony Ericsson Mobile Communications AB.

  
  

Exhibit 15.3

  

Consent of Independent Registered Public Accounting Firm for Sony Ericsson Mobile Communications AB

  


 

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 amended Annual Report on its behalf.

TELEFONAKTIEBOLAGET LM ERICSSON (publ)

June 26, 2008

 

By:  

/s/    ROLAND HAGMAN        

 

Roland Hagman

Vice President

Group Function Financial Control

 
 
By:  

/s/    CARL OLOF BLOMQVIST        

 

Carl Olof Blomqvist

Senior Vice President and General Counsel