SECURITIES AND EXCHANGE COMMISSION FORM 20-F/A Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) [amend] Filing Date: 2009-01-22 | Period of Report: 2009-01-12 SEC Accession No. 0000950162-09-000032 (HTML Version on secdatabase.com) FILER AXTEL SAB DE CV Mailing Address Business Address BLVD GUSTAVO DIAZ ORDAZ BLVD GUSTAVO DIAZ ORDAZ CIK:1282636| IRS No.: 000000000 3.33 NO. L-1 3.33 NO. L-1 Type: 20-F/A | Act: 34 | File No.: 333-114196 | Film No.: 09537788 COL. UNIDAD SAN PEDRO COL. UNIDAD SAN PEDRO SIC: 4813 Telephone communications (no radiotelephone) SAN PEDRO GARZA GARCIA, SAN PEDRO GARZA GARCIA, N.L. O5 66215 N.L. O5 66215 011 52 81 8114-0000 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______. Commission file number: 333-114196 Axtel, S.A.B. de C.V. (Exact name of Registrant as specified in its charter) Axtel (Translation of Registrant’s Name into English) United Mexican States (Jurisdiction of incorporation or organization) Blvd. Gustavo Díaz Ordaz 3.33 No. L-1 Col. Unidad San Pedro San Pedro Garza García, N.L. México, CP 66215 (Address of principal executive offices) _____________________________ Securities registered or to be registered pursuant to Section 12(b) of the Act: Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Title of each class Name of each exchange on which registered None. Not applicable 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) 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: 96,636,627 Series A and 8,672,716,596 Series B Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes: _____ No: [X] Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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: _____ No: [X] 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. (Check one): Large accelerated filer _____ Accelerated filer _____ Non- accelerated filer [X] Indicate by check mark which financial statement item the registrant has elected to follow: Item 17: Item 18: [X] If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes: _____ No: [X] Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXPLANATORY NOTE This Amendment No. 1 to Form 20−F (the "Form 20−F/A") amends our annual report for the fiscal year ended December 31, 2007, originally filed with the Securities and Exchange Commission ("SEC") on April 30, 2008 (the "Form 20−F"). The Form 20−F/A responds to SEC comments provided to us and therefore expands the disclosure in the following items: Item 4.B.2- additional disclosure regarding aggregate revenues by category of activity and geographic market for each of the last three · financial years, · Item 6.E- additional disclosure of the share ownership held by directors and senior management, Item 7.A- additional disclosure of the number of shares and percentage of outstanding shares owned by each shareholder that is the · beneficial owner of five percent or more of each class of our shares and Item 10.B- identification and discussion of material differences, if any, between the rights, preferences and restrictions associated with · our Series A and Series B common stock. This Form 20-F/A includes the CEO and CFO certifications required under Section 1350 of Chapter 63 of Title 18 of the United States Code, filed herewith as Exhibits 13.1 and 13.2 and corrects the exhibit table under Item 19 to incorporate by reference and/or to file herewith certain exhibits which had not been incorporated by reference or filed with the Form 20-F. Additionally, this Form 20-F/A corrects Note 25(l) to our consolidated financial statements to reflect the fact that all the subsidiaries of Axtel currently guarantee Axtel’s 11% senior notes due 2013 and 7 5/8% senior notes due 2017. Note 25(1) in the Form 20-F incorrectly stated that Axtel’s 11% senior notes due 2013 were guaranteed by only three subsidiaries of Axtel. This Form 20−F/A continues to speak as of the date of the Form 20−F and no attempt has been made in this Form 20−F/A to modify or update disclosures in the original Form 20−F except as noted above. This Form 20−F/A does not reflect events occurring after the filing of the Form 20−F or modify or update any related disclosures and information not affected by the amendment is unchanged and reflects the disclosure made at the time of the filing of the Form 20−F with the SEC except as noted above. In particular, any forward−looking statements included in this Form 20−F/A represent management's view as of the filing date of the Form 20−F. Accordingly, this Form 20−F/A should be read in conjunction with any documents incorporated by reference therein and our filings made with the SEC to the filing of the Form 20−F, including any amendments to those filings. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Cautionary statement on forward-looking statements 3 PART I. Item 1. Identity of Directors, Senior Management and Advisers 4 Item 2. Offer Statistics and Expected Timetable 4 Item 3. Key Information 4 Item 4. Information on the Company 17 Item 5. Operating and Financial Review and Prospects 42 Item 6. Directors, Senior Management and Employees 57 Item 7. Major Shareholders and Related Party Transactions 63 Item 8. Financial Information 67 Item 9. The Offer and Listing 67 Item 10. Additional Information 67 Item 11. Quantitative and Qualitative Disclosures About Market Risk 77 Item 12. Description of Securities Other than Equity Securities (N/A) 80 PART II. Item 13. Defaults, Dividend Arrearages and Delinquencies (N/A) 80 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds (N/A) 80 Item 15. Controls and Procedures 80 Items 16A. Audit committee financial expert 81 Items 16B. Code of Ethics 81 Items 16C. Principal Accountant Fees and Services 81 Items 16D. Exemptions from the Listing Standards for Audit Committees 82 Items 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 82 PART III. Item 17. Financial Statements 82 Item 18. Financial Statements 82 Item 19. Exhibits 82 Financial Statements Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In this annual report, references to “$,” “US$” or “Dollars” are to United States Dollars and references to “Ps.” or “Pesos” are to Mexican Pesos. This annual report contains translations of certain Peso amounts into Dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the Peso amounts actually represent such Dollar amounts or could be converted into Dollars at the rates indicated or at any other rate. Unless otherwise indicated, this annual report contains discussions and financial information that was prepared in accordance with Mexican financial reporting standards, which we refer to as ‘‘Mexican GAAP.’’ These principles differ in significant respects from U.S. generally accepted accounting principles, which we refer to as ‘‘US GAAP,’’ including, but not limited to, the treatment of the capitalization of pre-operating expenses, the capitalization of interest, severance, and deferred income taxes and employees’ profit sharing and in the presentation of cash flow information. Forward Looking Statements This report on Form 20-F/A contains certain forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”).