AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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TRANSALTA CORPORATION
(Exact name of registrant as specified in its charter)
CANADA NONE
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
110-12TH AVENUE S.W.
BOX 1900, STATION "M"
CALGARY, ALBERTA T2P 2M1
(Address of principal executive offices)
TRANSALTA CORPORATION SHARE OPTION PLAN
(Full title of the Plan)
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CT Corporation System
111 8th Avenue
13th FL
New York, New York 10011
(212) 894-8400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Robert A. Zuccaro, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 10022
(212) 906-1200
(212) 751-4864 (fax)
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount of Shares to Offering Price Per Aggregate Offering Amount of
Registered be Registered (1) Share (2) Price (2) Registration Fee
=============================================================================================================
Common Shares, 1,500,000 $11.10 $16,650,000 $1,531.80
no par value
Common Share Purchase Rights 1,500,000
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), an indeterminate number of additional shares of common
stock, no par value ("Common Stock"), of TransAlta Corporation which become
issuable to prevent dilution from any future stock split, stock dividend or
similar transaction are also being registered.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h) under the Securities Act, the Proposed Maximum Offering Price Per
Share is based upon the average of the high and low sales for a share of
Common Stock on the Composite Tape of the New York Stock Exchange on
November 25, 2002.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered pursuant to the TransAlta Corporation Share Option Plan (the
"Plan").
(4) In addition, pursuant to Rule 429(b) under the Securities Act, the
prospectus containing the information required by Part I of this
Registration Statement also relates to shares of Common Stock registered on
TransAlta Corporation's Registration Statement on Form S-8, filed October
29, 2001, Registration No. 333-72454.
PART I
Item 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement; being
separately provided to plan participants as specified by Rule
428(b)(1).
Item 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement; being
separately provided to plan participants as specified by Rule
428(b)(1).
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PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by TransAlta Corporation, a corporation organized
pursuant to the laws of Canada (the "Company" or the "Registrant"), are
incorporated as of their respective dates in this Registration Statement by
reference:
(a) The Company's Annual Report on Form 40-F filed with the Commission on
May 6, 2002.
(b) The Company's current report on Form 6-K filed with the Commission on
October 26, 2001.
(c) The Company's current report on Form 6-K filed with the Commission on
February 4, 2002.
(d) The Company's current report on Form 6-K filed with the Commission on
February 4, 2002.
(e) The Company's current report on Form 6-K filed with the Commission on
February 19, 2002.
(f) The Company's current report on Form 6-K filed with the Commission on
March 4, 2002.
(g) The Company's current report on Form 6-K filed with the Commission on
April 2, 2002.
(h) The Company's current report on Form 6-K filed with the Commission on
April 18, 2002.
(i) The Company's current report on Form 6-K filed with the Commission on
April 30, 2002.
(j) The Company's current report on Form 6-K filed with the Commission on
May 2, 2002.
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(k) The Company's current report on Form 6-K filed with the Commission on
May 3, 2002.
(l) The Company's current report on Form 6-K filed with the Commission on
May 7, 2002.
(m) The Company's current reports on Form 6-K filed with the Commission on
May 28, 2002.
(n) The Company's current reports on Form 6-K filed with the Commission on
June 3, 2002.
(o) The Company's current report on Form 6-K filed with the Commission on
June 6, 2002.
(p) The Company's current report on Form 6-K filed with the Commission on
June 21, 2002.
(q) The Company's current report on Form 6-K filed with the Commission on
June 26, 2002.
(r) The Company's current report on Form 6-K filed with the Commission on
July 19, 2002.
(s) The Company's current report on Form 6-K filed with the Commission on
August 13, 2002.
(t) The Company's current report on Form 6-K filed with the Commission on
September 26, 2002.
(u) The Company's current report on Form 6-K filed with the Commission on
October 18, 2002.
(v) The Company's current report on Form 6-K filed with the Commission on
October 28, 2002.
(w) The Company's current report on Form 6-K filed with the Commission on
November 25, 2002.
(x) The description of the common stock of the Company contained in the
Company's Registration Statement on Form 40-F filed on July 11, 2001.
(y) The Company's Registration Statement on Form S-8 filed on October 29,
2001.
All documents subsequently filed by the Company or by the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
also or is deemed to be incorporated by reference
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herein modifies or supersedes such statement. Any such 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.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant may indemnify a director or officer of the Registrant,
a 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 judgement,
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.
However, the Registrant may advance moneys to a director, officer or other
individual for the costs, charges and expenses of a proceeding referred to
above. The individual shall repay the moneys if the individual does not fulfil
the conditions in (a) and (b) below. The Registrant may not indemnify an
individual unless the individual (a) 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 director or
officer or in a similar capacity at the Registrant's request; and (b) 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
individual's conduct was lawful. The Registrant may with the approval of a
court, indemnify an individual referred to above, or advance moneys for the
costs, charges and expenses of a proceeding, in respect of an action by or on
behalf of the Registrant or other entity to procure a judgement in its favor, to
which the individual is made a party because of the individual's association
with the Registrant or other entity as described above against all costs,
charges and expenses reasonably incurred by the individual in connection with
such action, if the individual fulfils the conditions set out in (a) and (b)
above. Notwithstanding the foregoing, an individual is entitled to indemnity
from the Registrant in respect of all costs, charges and expenses, reasonably
incurred by the individual in the defense of any civil, criminal, administrative
or other proceeding to which the individual is subject because of the
individuals association with the Registrant or other entity referred to above,
if the individual seeking indemnity was not judged by a court or other competent
authority to have committed any fault or omitted to do anything that the
individual ought to have done, and if the individual fulfils the conditions set
out in (a) and (b) above.
A by-law of the Registrant provides that the Registrant shall
indemnify a director or officer of the Registrant, a former director or officer
of the Registrant or a person who acts or acted at the Registrant's request as a
director or officer of a corporate body of which the Registrant is or was a
shareholder or creditor, and the heirs and legal representatives thereof, to the
extent permitted by the Canada Business Corporations Act ("CBCA") or otherwise
by law.
The Registrant maintains a directors' and officers' liability policy
which provides coverage to the Registrant for all directors' and officers'
related claims, losses and cost in any year, subject to policy limits and
deductibles.
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The Registrant has entered into indemnification agreements with each
of its officers and directors pursuant to which they are indemnified to the
fullest extent permitted by the CBCA. Pursuant to the terms of these agreements
the Registrant maintains errors and omissions insurance for its officers and
directors while they remain an officer or director and for a period of 10 years
thereafter.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit 4.1 Description of Securities being registered.
(Filed as Exhibit 1 to TransAlta Corporation's
Form 40-F dated July 11, 2001 (File No.
1-15214) and incorporated by reference and made
apart hereof).
Exhibit 4.2 Shareholder Rights Plan Agreement dated as of
October 13, 1992 and Amended and Restated as of
November 26, 1992 and February 12, 1998 between
TransAlta Corporation and CIBC Mellon Trust
Company, as Rights Agent. (Filed as Exhibit 2 to
TransAlta Corporation's Form 40-F dated July 11,
2001 (File No. 1-15214) and incorporated by
reference and made a part hereof).
Exhibit 4.3 Shareholder Rights Plan Amending Agreement, dated
as of May 14, 1998, between TransAlta Corporation
and CIBC Mellon Trust Company, as Rights Agent.
(Filed as Exhibit 3 to TransAlta Corporation's
Form 40-F dated July 11, 2001 (File No. 1-15214)
and incorporated by reference and made a part
hereof).
Exhibit 4.4 Shareholder Rights Plan Second Amending Agreement,
dated as of May 3, 2001 between TransAlta
Corporation and CIBC Mellon Trust Company, as
Rights Agent. (Filed as Exhibit 4 to TransAlta
Corporation's Form 40-F dated July 11, 2001 (File
No. 1-15214) and incorporated by reference and
made a part hereof).
Exhibit 4.5 TransAlta Corporation Share Option Plan effective
December 31, 1992, as amended June 2001. (Filed as
Exhibit 4.5 to TransAlta Corporation's Form S-8
dated October 29, 2001 (Registration No.
333-72454) and incorporated by reference and made
a part hereof).
Exhibit 5 Opinion of McCarthy Tetrault LLP as to the
legality of the securities being registered.
Exhibit 23.1 Consent of Ernst & Young LLP.
Exhibit 23.2 Consent of McCarthy Tetrault LLP. (contained in
Exhibit 5)
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Exhibit 24 Power of Attorney. (included on the signature
pages to the 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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply to information contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the Registrant's Annual Report pursuant to section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
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.
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(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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, Canada, on November 26,
2002.
TRANSALTA CORPORATION
By: /s/ STEPHEN G. SNYDER
-------------------------------------
Stephen G. Snyder
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints each of Stephen G. Snyder and Ian
A. Bourne his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments or supplements to this
Registration Statement and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing necessary or appropriate to be done
with respect to this Registration Statement or any amendments or supplements
hereto in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities as of November 26, 2002.
SIGNATURE TITLE
--------- -----
/s/ Stephen G. Snyder President, Chief Executive
--------------------------------- Officer and Director (Principal
Stephen G. Snyder Executive Officer)
/s/ Ian A. Bourne Executive Vice President and
--------------------------------- Chief Financial Officer (Principal
Ian A. Bourne Financial Officer)
/s/ Alister Cowan Vice President and Comptroller
--------------------------------- (Principal Accounting Officer)
Alister Cowan
/s/ Stanley Joseph Bright Director
---------------------------------
Stanley Joseph Bright
/s/ Roderick Sheldon Deane Director
---------------------------------
Roderick Sheldon Deane
/s/ Jack Cameron Donald Director
---------------------------------
Jack Cameron Donald
/s/ John Thomas Ferguson Director
---------------------------------
John Thomas Ferguson
/s/ Gordon D. Giffin Director
---------------------------------
Gordon D. Giffin
/s/ Christopher Hampson Director
---------------------------------
Christopher Hampson
/s/ Charles Harold Hantho Director
---------------------------------
Charles Harold Hantho
/s/ Louis Davies Hyndman Director
---------------------------------
Louis Davies Hyndman
/s/ Donna Soble Kaufman Director
---------------------------------
Donna Soble Kaufman
/s/ John Scott Lane Director
---------------------------------
John Scott Lane
/s/ Luis Vazquez Senties Director
---------------------------------
Luis Vazquez Senties
/s/ Ralph Ambrose Thrall, Jr. Director
---------------------------------
Ralph Ambrose Thrall, Jr.
Pursuant to the requirements of 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
November 26, 2002.
TRANSALTA USA INC.
By: /s/ CHARLES W. BATES
------------------------------------------
Name: Charles W. Bates
Title: Director-Administration & Corporate
Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, the TransAlta Corporation Share Option Plan 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, Canada, on
November 26, 2002.
TRANSALTA CORPORATION SHARE OPTION PLAN
By: /s/ MICHAEL WILLIAMS
------------------------------------------
Name: Michael Williams
Title: Senior Vice President
- Human Resources
EXHIBIT INDEX
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Exhibit 4.1 Description of Securities being registered. (Filed as
Exhibit 1 to TransAlta Corporation's Form 40-F dated July
11, 2001 (File No. 1-15214) and incorporated by reference
and made apart hereof).
Exhibit 4.2 Shareholder Rights Plan Agreement dated as of October 13,
1992 and Amended and Restated as of November 26, 1992 and
February 12, 1998 between TransAlta Corporation and CIBC
Mellon Trust Company, as Rights Agent. (Filed as Exhibit 2
to TransAlta Corporation's Form 40-F dated July 11, 2001
(File No. 1-15214) and incorporated by reference and made a
part hereof).
Exhibit 4.3 Shareholder Rights Plan Amending Agreement, dated as of May
14, 1998, between TransAlta Corporation and CIBC Mellon
Trust Company, as Rights Agent. (Filed as Exhibit 3 to
TransAlta Corporation's Form 40-F dated July 11, 2001 (File
No. 1-15214) and incorporated by reference and made a part
hereof).
Exhibit 4.4 Shareholder Rights Plan Second Amending Agreement, dated as
of May 3, 2001 between TransAlta Corporation and CIBC Mellon
Trust Company, as Rights Agent. (Filed as Exhibit 4 to
TransAlta Corporation's Form 40-F dated July 11, 2001 (File
No. 1-15214) and incorporated by reference and made a part
hereof).
Exhibit 4.5 TransAlta Corporation Share Option Plan effective December
31, 1992, as amended June 2001. (Filed as Exhibit 4.5 to
TransAlta Corporation's Form S-8 dated October 29, 2001
(Registration No. 333-72454) and incorporated by reference
and made a part hereof).
Exhibit 5 Opinion of McCarthy Tetrault LLP as to the legality of the
securities being registered.
Exhibit 23.1 Consent of Ernst & Young LLP.
Exhibit 23.2 Consent of McCarthy Tetrault LLP. (contained in Exhibit 5)
Exhibit 24 Power of Attorney. (included on the signature pages to the
Registration Statement)