As filed with the Securities and Exchange Commission on April 21, 2005.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENCANA CORPORATION
(Exact name of registrant as specified in its charter)
CANADA NOT APPLICABLE
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1800, 855 - 2nd Street SW
Calgary, Alberta, Canada T2P 2S5
(403) 645-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
EnCana Corporation Key Employee Stock Option Plan
EnCana Corporation Directors' Stock Option Plan
(Full title of the plan)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(Name and address of agent for service)
(212) 894-8700
(Telephone number, including area code, of agent for service)
____________________
COPIES TO:
Kerry D. Dyte Kevin E. Johnson Andrew J. Foley
EnCana Corporation Macleod Dixon LLP Paul, Weiss, Rifkind, Wharton &
1800, 855 - 2nd Street SW 3700 Canterra Tower Garrison LLP
Calgary, Alberta, Canada T2P 2S5 400-3rd Avenue SW 1285 Avenue of the Americas
Calgary, Alberta, Canada T2P 4H2 New York, New York 10019-6064
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered (1)(2) Per Share (3) Price Registration Fee
----------------------------------------------------------------------------------------------------------------------
Common Shares, no par value 7,000,000 shares $63.66 $445,620,000 $52,449.47
----------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall, in accordance with Rule 416 under the
Securities Act of 1933, as amended, be deemed to cover such additional
shares as may be issued pursuant to the anti-dilution provisions of the
registrant's Key Employee Stock Option Plan and Directors' Stock Option
Plan or to otherwise prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Represents the maximum number of shares which may be issued under the
Employees' and Directors' Equity Incentive Plan.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended,
based on the average of the high and low prices of the Common Shares as
reported on the New York Stock Exchange on April 18, 2005, a date within
five business days of the filing of this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
The information required by Item 1 is included in documents made
available to participants in the EnCana Corporation Key Employee Stock Option
Plan and EnCana Corporation Directors' Stock Option Plan (together, the "Plans")
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required by Item 2 is included in documents sent
or given to participants in the Plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended. The
Registrant will provide to the participants of the Plans a written statement
advising them of the availability without charge, upon written or oral request,
of the documents incorporated by reference herein, as required by Item 2 of Part
I of Form S-8. The statement also shall indicate the availability without
charge, upon written or oral request, of other documents required to be
delivered to employees pursuant to Rule 428(b). The statement shall include the
address (giving title or department) and telephone number to which the request
is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this Registration
Statement:
1. the Registrant's Annual Report on Form 40-F filed on February 28,
2005, including the Registrant's audited financial statements as
at and for the years ended December 31, 2004 and 2003; and
2. the description of the Common Shares as set forth in the
Registrant's Registration Statement on Form 8-A filed on August
16, 2001, and any further amendment or report filed for the
purposes of updating such description; and
3. all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the fiscal year covered by the Registrant document
referred to in (1) above.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Shares to be offered hereunder has been
passed upon for the Registrant by Macleod Dixon LLP. As of the date hereof, any
interest of counsel in the securities registered hereby is not substantial.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Canada Business Corporations Act (the "CBCA"), the Registrant
may indemnify a present or former director or officer of the Registrant or
another individual who acts or acted at the Registrant's request as a director
or officer, or an individual acting in a similar capacity, of another entity,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect
of any civil, criminal, administrative, investigative or other proceeding in
which the individual is involved because of that association with the Registrant
or other entity. The Registrant may not indemnify an individual unless the
individual acted honestly and in good faith with a view to the best interests of
the Registrant, or, as the case may be, to the best interests of the other
entity for which the individual acted as a director or officer or in a similar
capacity at the Registrant's request and in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, the
individual had reasonable grounds for believing that the conduct was lawful. The
indemnification may be made in connection with a derivative action only with
court approval. The aforementioned individuals are entitled to indemnification
from the Registrant as a matter of right if they were not judged by the court or
other competent authority to have committed any fault or omitted to do anything
that the individual ought to have done. The Registrant may advance moneys to the
individual for the costs, charges and expenses of a proceeding; however, the
individual shall repay the moneys if the individual does not fulfill the
conditions set out above.
The by-laws of the Registrant provide that, subject to the limitations
contained in the CBCA, the Registrant shall indemnify a director or officer, a
former director or officer, or a person who acts or acted at the Registrant's
request as a director or officer of a body corporate of which the Registrant is
or was a shareholder or creditor, and his heirs and legal representatives
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he was made a
party by reason of being or having been a director or officer of the corporation
or such body corporate, if he acted honestly and in good faith with a view to
the best interests of the corporation, and in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful.
The by-laws of the Registrant provide that the Registrant may, subject
to the limitations contained in the CBCA, purchase, maintain, or participate in
insurance for the benefit of any director, officer, or certain other persons, as
such against any liability incurred by him in his capacity as a director or
officer of the Registrant or as a director or officer of any body corporate
where he acts or acted in that capacity at the Registrant's request. The
Registrant has purchased third party director and officer liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
------- -----------
4.1 Certificate and Articles of Amalgamation effective January 1,
2004, respecting amalgamation of EnCana Corporation and
3398234 Canada Limited, the continuing entity being EnCana
Corporation, incorporated by reference to Exhibit 3 to Form
6-K filed March 1, 2005
4.2 By-Law No. 1 of EnCana Corporation effective February 18, 2004
and confirmed by the shareholders of the Corporation at the
annual and special meeting of shareholders held on April 28,
2004, incorporated by reference to Exhibit 4 to Form 6-K filed
March 1, 2005
4.3 Amended and Restated Shareholder Rights Plan Agreement, dated
as of April 28, 2004, between Registrant and CIBC Mellon Trust
Company, as Rights Agent, incorporated by reference to Exhibit
4.1 to Form 8-A12B/A filed June 30, 2004
4.4 EnCana Corporation Key Employee Stock Option Plan
4.5 EnCana Corporation Directors' Stock Option Plan
5.1 Opinion of Macleod Dixon LLP, counsel to the Registrant,
regarding the legality of the securities being registered
hereby
23.1 Consent of Macleod Dixon LLP, counsel to the Registrant
(included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Gilbert Laustsen Jung Associates Ltd.
23.4 Consent of McDaniel & Associates Consultants Ltd.
23.5 Consent of Netherland, Sewell & Associates, Inc.
23.6 Consent of DeGolyer and MacNaughton
24.1 Powers of Attorney (included on the signature pages to this
registration statement)
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, on April 21, 2005.
ENCANA CORPORATION
By: /s/ Kerry D. Dyte
-------------------------------
Name: Kerry D. Dyte
Title: Corporate Secretary
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gwyn Morgan and John D. Watson as such
person's true and lawful attorneys-in-fact and agents, with full power of
substitution and revocation, for such person and in such person's name, place
and stead, in any and all capacities (until revoked in writing), to sign any and
all amendments (including post-effective amendments) to this registration
statement and to file the same with all exhibits thereto, and the other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and things requisite and
necessary to be done, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated effective April 21, 2005:
SIGNATURE TITLE
--------- -----
/s/ David P. O'Brien Chairman of the Board of Directors
-------------------------------
David P. O'Brien
/s/ Gwyn Morgan President & Chief Executive Officer and
------------------------------- Director (Principal Executive Officer)
Gwyn Morgan
SIGNATURE TITLE
--------- -----
/s/ John D. Watson Executive Vice-President & Chief Financial
------------------------------- Officer (Principal Financial and Accounting
John D. Watson Officer)
/s/ Michael N. Chernoff Director
-------------------------------
Michael N. Chernoff
/s/ Ralph S. Cunningham Director
-------------------------------
Ralph S. Cunningham
/s/ Patrick D. Daniel Director
-------------------------------
Patrick D. Daniel
/s/ Ian W. Delaney Director
-------------------------------
Ian W. Delaney
/s/ William R. Fatt Director
-------------------------------
William R. Fatt
/s/ Michael A Grandin Director
-------------------------------
Michael A. Grandin
/s/ Barry W. Harrison Director
-------------------------------
Barry W. Harrison
/s/ Richard F. Haskayne, O.C. Director
-------------------------------
Richard F. Haskayne, O.C.
SIGNATURE TITLE
--------- -----
/s/ Dale A. Lucas Director
-------------------------------
Dale A. Lucas
/s/ Ken F. McCready Director
-------------------------------
Ken F. McCready
/s/ Valerie A.A. Nielsen Director
-------------------------------
Valerie A.A. Nielsen
/s/ Jane L. Peverett Director
-------------------------------
Jane L. Peverett
/s/ Dennis A. Sharp Director
-------------------------------
Dennis A. Sharp
/s/ James M. Stanford Director
-------------------------------
James M. Stanford
Pursuant to the requirements to Section 6(a) of the Securities Act, the
undersigned has signed this Registration Statement solely in the capacity of the
duly authorized representative of the Registrant in the United States on April
21, 2005.
ALENCO INC.
By: /s/ John D. Watson
----------------------
John D. Watson
President
EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION
------- -----------
4.1 Certificate and Articles of Amalgamation effective January 1,
2004, respecting amalgamation of EnCana Corporation and
3398234 Canada Limited, the continuing entity being EnCana
Corporation, incorporated by reference to Exhibit 3 to Form
6-K filed March 1, 2005
4.2 By-Law No. 1 of EnCana Corporation effective February 18, 2004
and confirmed by the shareholders of the Corporation at the
annual and special meeting of shareholders held on April 28,
2004, incorporated by reference to Exhibit 4 to Form 6-K filed
March 1, 2005
4.3 Amended and Restated Shareholder Rights Plan Agreement, dated
as of April 28, 2004, between Registrant and CIBC Mellon Trust
Company, as Rights Agent, incorporated by reference to Exhibit
4.1 to Form 8-A12B/A filed June 30, 2004
4.4 EnCana Corporation Key Employee Stock Option Plan
4.5 EnCana Corporation Directors' Stock Option Plan
5.1 Opinion of Macleod Dixon LLP, counsel to the Registrant,
regarding the legality of the securities being registered
hereby
23.1 Consent of Macleod Dixon LLP, counsel to the Registrant
(included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Gilbert Laustsen Jung Associates Ltd.
23.4 Consent of McDaniel & Associates Consultants Ltd.
23.5 Consent of Netherland, Sewell & Associates, Inc.
23.6 Consent of DeGolyer and MacNaughton
24.1 Powers of Attorney (included on the signature pages to this
registration statement)