As filed with the Securities and Exchange Commission on December 5, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
TELUS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
British Columbia, Canada N/A
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
--------------------------
Floor 8, 555 Robson Street
Vancouver, British Columbia V6B 3K9
Canada
(604) 432-2151
(Address of Principal Executive Offices)
--------------------------
TELUS Corporation Employee Stock Option Plan, as Amended and Restated
TELUS Corporation Share Option and Compensation Plan, as Amended and Restated
(Full Title of the Plans)
--------------------------
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 590-9200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
-------------------------
With Copy To:
Richard B. Aftanas, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Time Square
New York, New York 10036
(212) 735-3000
-------------------------
CALCULATION OF REGISTRATION FEE
====================== ================ ================ ================== ================== ==============
Title of Class
of Securities Proposed Maximum Proposed Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Name of Plan Registered Registered(1) Per Share(2) Offering Price(2) Fee(2)
====================== ================ ================ ================== ================== ==============
TELUS Corporation Non-Voting 1,100,000 $17.91 $19,701,000 $1,593.81
Employee Stock Shares
Option Plan, as
amended and restated
(the "Employee Plan")
====================== ================= =============== ================== ================== ==============
TELUS Corporation Non-Voting 2,500,000 $17.91 $44,775,000 $3,622.30
Share Option and Shares
Compensation Plan,
as amended and
restated (the "
Option Plan")
====================== ================= =============== ================== ================== ==============
(1) Together with an indeterminate number of ordinary non-voting shares that
may be necessary to adjust the number of shares reserved for issuance pursuant
to the Employee Plan and the Option Plan (together, the "Plans") as a result
of a stock split, stock dividend or similar adjustment of the outstanding
shares of TELUS Corporation (the "Registrant" or the "Corporation"). Such
indeterminable number of additional non-voting shares as may be issuable
pursuant to the operation of the recapitalization and adjustment provisions of
the Plans are also registered hereby.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the
basis of the average of the high and low sale prices of the Corporation's
non-voting shares as reported on the New York Stock Exchange on December 1,
2003.
EXPLANATORY NOTE
The purpose of this Registration Statement is to register additional
non-voting shares for issuance under the Registrant's Plans. In accordance
with General Instruction E of Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 (File No. 333-13526) filed with the
Securities and Exchange Commission (the "Commission") on May 17, 2001 and the
contents of the Registrant's Registration Statement on Form S-8 (File No.
333-103562) filed with the Commission on March 3, 2003, are incorporated
herein by reference and the information required by Part II is omitted, except
as supplemented by the information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Commission by the Registrant,
TELUS Corporation, a company organized under the laws of the province of
British Columbia, Canada, pursuant to the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement:
(1) The Registrant's Annual Report on Form 40-F for the year ended
December 31, 2002; and
(2) The Registrant's Reports of Foreign Issuer on Form 6-K dated May
2, 2003, July 30, 2003 and November 3, 2003.
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 have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of 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 also is incorporated or deemed to be incorporated by
reference 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.
The Registrant's audited consolidated financial statements as at and
for the year ended December 31, 2001 incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto in
reliance upon the authority of said included firm as experts in accounting and
auditing in giving said report. The Registrant has not been able to obtain,
after reasonable efforts, the written consent of Arthur Andersen to naming it
in the Registration Statement, as having certified the Registrant's audited
consolidated financial statements as at and for the year ended December 31,
2001 as required by Section 7 of the Securities Act of 1933, as amended (the
"Securities Act"), and the Registrant has dispensed with the requirement to
file their consent in reliance on Rule 437a promulgated under the Securities
Act. As a result, the ability of a participant in the Plans to assert claims
against Arthur Andersen may be limited. Since the Registrant has not been able
to obtain the written consent of Arthur Andersen, a participant in the Plans
will not be able to recover against Arthur Andersen under Section 11 of the
Securities Act for any untrue statements of a material fact contained in the
financial statements audited by Arthur Andersen or any omissions to state a
material fact required to be stated therein.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
----------- ----------------------
5.1 Opinion of Farris, Vaughan, Wills & Murphy.
10.1 TELUS Corporation Employee Stock Option Plan, as
amended and restated.
10.2 TELUS Corporation Share Option and Compensation
Plan, as amended and restated.
23.1 Consent of Farris, Vaughan, Wills & Murphy
(included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on the signature page
hereto).
------------------------------------------------------------------------------
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 Burnaby, Province of British
Columbia, Country of Canada, on this 5th day of December, 2003.
TELUS CORPORATION
By: /s/ Audrey T. Ho
---------------------------------------
Name: Audrey T. Ho
Title: Vice President, Legal Services &
General Counsel & Deputy
Corporate Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Darren Entwistle, Robert G. McFarlane,
James W. Peters and Audrey T. Ho and each of them, his true and lawful
attorney-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) 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, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done 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 or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof. This power of attorney may be
executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 5th day of December, 2003.
Name Title Date
---- ----- ----
/s/ Darren Entwistle Director, President and Chief December 5, 2003
------------------------------------ Executive Officer (Principal
Darren Entwistle Executive Officer)
/s/ Robert G. McFarlane Executive Vice President and December 5, 2003
------------------------------------ Chief Financial Officer
Robert G. McFarlane (Principal Financial and
Accounting Officer)
/s/ Brian A. Canfield Chairman December 5, 2003
------------------------------------
Brian A. Canfield
/s/ R. H. Auchinleck Director December 5, 2003
------------------------------------
R. H. (Dick) Auchinleck
/s/ A. Charles Baillie Director December 5, 2003
-------------------------------------
A. Charles Baillie
/s/ R. John Butler Director December 5, 2003
------------------------------------
R. John Butler
Director
------------------------------------
Peter D. Charbonneau
/s/ Iain J. Harris Director December 5, 2003
------------------------------------
Iain J. Harris
/s/ John S. Lacey Director December 5, 2003
------------------------------------
John S. Lacey
/s/ John J. Lack Director December 5, 2003
------------------------------------
John J. Lack
/s/ Brian F. MacNeill Director December 5, 2003
------------------------------------
Brian F. MacNeill
/s/ Daniel C. Petri Director December 5, 2003
------------------------------------
Daniel C. Petri
/s/ Ronald P. Triffo Director December 5, 2003
------------------------------------
Ronald P. Triffo
/s/ Donald P. Woodley Director December 5, 2003
------------------------------------
Donald P. Woodley
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
5.1 Opinion of Farris, Vaughan, Wills & Murphy.
10.1 TELUS Corporation Employee Stock Option Plan,
as amended and restated.
10.2 TELUS Corporation Share Option and Compensation
Plan, as amended and restated.
23.1 Consent of Farris, Vaughan, Wills & Murphy
(included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on the signature page
hereto).
------------------------------------------------------------------------------
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the authorized representative has duly caused this Registration
Statement to be signed on its behalf by the undersigned, solely in its
capacity as the duly authorized representative of TELUS Corporation in the
United States, in the State of Delaware, Country of the United States of
America, on the 5th day of December, 2003.
By: /s/ Donald J. Puglisi
---------------------------
Name: Donald J. Puglisi