COA Coastal Contacts - Ordinary Shares (MM)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

o          REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x       ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2012

Commission file number: 001-35705

Suite 320

2985 Virtual Way

Vancouver, British Columbia

V5M 4X7

(604) 669-1555

(Address and Telephone Number of Registrant’s Principal Executive Offices)

C T Corporation System

111 Eight Avenue

New York, New York  10011

(212) 590-9070

 (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:

Securities registered or to be 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

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

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: 28,615,753 (as of October 31, 2012)

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.   x  Yes   o  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).   o  Yes   o  No

EXPLANATORY NOTE

Coastal Contacts Inc. (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act.  The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act.  Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

or performance to be materially different from those that are disclosed in or implied by the forward-looking statements or information. These factors include, but are not limited to:

·                   changes in the market;

·                   potential downturns in economic conditions;

·                   consumer credit risk;

·                   the Company’s ability to implement its business strategies;

·                   competition from traditional and online retailers;

·                   limited suppliers;

·                   limited availability of inventory;

·                   disruption in our distribution facilities;

·                   mergers and acquisitions;

·                   foreign currency exchange rate fluctuations;

·                   the risk that the Company will not be successful in defending against litigation;

·                   dependence on the internet; and

·                   the other factors described in the section entitled “Risk Factors” contained in the Company’s annual information form for the year ended October 31, 2012 (the “AIF”) attached as Exhibit 99.1 to this annual report and incorporated herein by reference.

Although the Company believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any of its forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this annual report are made only as of the date hereof.  The forward-looking statements contained in the exhibits incorporated by reference into this annual report are made only as of the respective dates set forth in such exhibits.  The Company does not have, or undertake, any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.

NOTE TO UNITED STATES READERS -
 DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted, under the multi-jurisdictional disclosure system adopted by the United States, to prepare this annual report in accordance with Canadian disclosure requirements, which are different from those of the United States.  The Company is also subject to Canadian auditing and auditor independence standards.

The Company prepares its financial statements, which are filed with this annual report on Form 40-F, in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), including the report of the Independent Registered Chartered Accountants with respect thereto, which are attached as Exhibit 99.3 to this annual report on Form 40-F (the “Audited Financial Statements”) and incorporated by reference herein. For further discussion of the Company’s adoption of IFRS, please see the Audited Financial Statements and the disclosure under the caption “Transition to International Financial Reporting Standards” in the Company’s management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2011 (the “MD&A”) attached as Exhibit 99.2 to this annual report on Form 40-F and incorporated by reference herein.

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liability that are greater than those imposed on such person as a member of the Audit Committee and Board in the absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board.

CORPORATE GOVERNANCE

As a Canadian corporation listed on NASDAQ, the Company is not required to comply with most of the NASDAQ corporate governance standards, so long as it complies with Canadian corporate governance practices. However, pursuant to NASDAQ rules, the Company must disclose the significant differences between its corporate governance practices and those required to be followed by U.S. domestic issuers under NASDAQ’s corporate governance standards.

NASDAQ’S quorum requirement provides that a quorum for a shareholder meeting of a NASDAQ-listed company must be at least 33-1/3% of the outstanding common shares of the company.  The Company instead follows applicable Canadian laws with respect to quorum requirements. The Company’s by-laws provide that the quorum requirement for a shareholder meeting shall be one or more individuals present in person or represented by proxy and holding not less than 10% of the outstanding shares of the Company carrying voting rights at the meeting.

The Board has the following two separately-designated and standing committees:

·                   the Audit Committee; and

·                   the Compensation and Corporate Governance Committee.

Each of these committees are independent of management and report directly to the Board.  The Board, with the assistance of the Compensation and Corporate Governance Committee, has determined that all members of these committees are independent, as that term is defined by the NASDAQ’s corporate governance listing standards applicable to the Company.  The members of each committee of the Board are identified under the heading “Directors and Executive Officers” on page 29 of the AIF attached as Exhibit 99.1 to this annual report on Form 4-F and incorporated by reference herein.

The Company reviews its governance practices and monitors developments in Canada and the United States on an ongoing basis to ensure it is in compliance with applicable rules and standards.  The board is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision making.

The charters for each of the Company’s standing committees are available for review on the Company’s website at www.coastal.com and in print without charge to any shareholder that provides the Company with a written request addressed to the Company’s Vice President, Corporate Development.