Filed pursuant to Rule 424(b)(3)
REGISTRATION NO. 333-149497
SUPPLEMENT NO. 1
(To Prospectus Dated March 27, 2008)
CANADIAN SOLAR INC.
US$75,000,000
6.0% Convertible Senior Notes due 2017
and the
Common Shares Issuable upon Conversion of the Notes
This supplement no. 1 supplements our prospectus dated March 27, 2008 relating to the resale
from time to time by certain selling security holders of up to $75,000,000 principal amount of 6.0%
Convertible Senior Notes due 2017 and the common shares issuable upon conversion of the notes. You
should read this supplement no. 1 in conjunction with the prospectus. This supplement no. 1 is
qualified by reference to the prospectus, except to the extent that the information in this
supplement no. 1 supersedes that information.
The information appearing under the heading Selling Securityholders in the prospectus is
hereby amended by the addition of the following:
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Principal |
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Number of |
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Amount of |
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Principal |
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Common |
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Notes |
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Amount of |
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Shares Being |
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Beneficially |
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Notes Offered |
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Registered |
Name and Address of Securityholder |
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Owned |
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Hereby |
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Hereby(1) |
Guggenheim Portfolio Company XXXI, LLC |
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$ |
500,000 |
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$ |
500,000 |
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25,303.65 |
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3033
Excelsior Boulevard, Suite 300
Minneapolis, MN 55416 |
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Whitebox Convertible Arbitrage Partners, LP |
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6,500,000 |
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6,500,000 |
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328,947.45 |
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3033
Excelsior Boulevard, Suite 300
Minneapolis, MN 55416 |
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Whitebox Special Opportunities Fund Series B Partners, LP |
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500,000 |
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500,000 |
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25,303.65 |
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3033
Excelsior Boulevard, Suite 300
Minneapolis, MN 55416 |
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TOTAL |
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$ |
7,500,000 |
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$ |
7,500,000 |
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379,554.75 |
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(1) |
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Represents the conversion of the full amount of notes held by each selling securityholder at the initial conversion
rate of 50.6073 common shares per US$1,000 principal amount of notes and a cash payment in lieu of any fractional
shares. This conversion price is subject to adjustment in certain events. Accordingly, the number of conversion shares
may increase or decrease from time to time, as described in the prospectus under Description of NotesConversion
Rate Adjustments. |
To the extent that any of the selling securityholders identified above are
broker-dealers, they may be deemed to be, under interpretations of the Securities and Exchange
Commission, underwriters within the meaning of the Securities Act.
With respect to selling securityholders that are affiliates of broker-dealers, based on
information provided by the selling securityholders, we believe that such entities acquired their
notes or common shares stock issuable upon conversion of the notes in the ordinary course of
business and, at the time of the purchase of the notes or shares of common stock issuable upon
conversion of the notes, such selling security holders had no
agreements, understandings or arrangements, directly or indirectly, with any person to distribute the notes or shares of
common stock issuable upon conversion of the notes.
Based upon information provided by the selling securityholders, none of the selling
securityholders nor any of their affiliates, officers, directors or principal equity holders has
held any position or office or has had any material relationship with us within the past three
years. None of the selling securityholders listed above owned 1% or more of our outstanding common
shares either before or after this offering.
Information concerning the selling securityholders may change from time to time and any
changed information will be set forth in additional supplements to the prospectus supplement if and
when necessary. In addition, the conversion rate and, therefore, the number of common shares
issuable upon conversion of the notes, is subject to adjustment under certain circumstances.
See Risk Factors beginning on page 16 of the prospectus for information you should consider
before buying any securities hereunder.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
supplement or the prospectus. Any representation to the contrary is a criminal offense.
The
date of this supplement is June 17, 2008.