As filed with the Securities and Exchange Commission on December 21, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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POTASH CORPORATION OF SASKATCHEWAN INC.
(Exact Name of Registrant as Specified in Its Charter)
SASKATCHEWAN 1474 N/A
(State or other jurisdiction of (Primary standard (I.R.S. employer
incorporation or organization) industrial code number) identification no.)
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122 - 1st Avenue South
Saskatoon, Saskatchewan, Canada S7K 7G3
306-933-8500
(Address and telephone number of the registrant's principal executive offices)
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Potash Corporation of Saskatchewan Inc. Stock Option Plan - Directors
Potash Corporation of Saskatchewan Inc. Stock Option Plan -
Officers and Employees
(Full title of the plans)
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William J. Doyle
Potash Corporation of Saskatchewan Inc.
122 - 1st Avenue South
Saskatoon, Saskatchewan, Canada S7K 7G3
306-933-8500
(Name, address and telephone number of agent for service)
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The Commission is requested to send copies of all communications to:
Craig Brod, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of Securities to be Registered registered(1) unit(2) price registration fee
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Common Shares, no par value 1,875,250 shares $63.60 $119,265,900 $28,504.55
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(1) Consists of Common Shares (the "Common Shares") of Potash Corporation of
Saskatchewan Inc. (the "Registrant") to be sold pursuant to the Potash
Corporation of Saskatchewan Inc. Stock Option Plan - Directors and the Potash
Corporation of Saskatchewan Inc. Stock Option Plan - Officers and Employees
(collectively, the "Plans").
(2) Estimated solely for the purpose of determining the registration fee, based
upon the average of the high and low prices of the Common Shares reported on the
New York Stock Exchange Composite Tape on December 19, 2001 pursuant to Rule
457(h) under the Securities Act of 1933 (the "Securities Act").
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS*
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the Commission on March 28, 2001.
(b) The Registrant's Quarterly Reports on Form 10-Q for the calendar
quarter ended March 31, 2001, filed with the Commission on May 9, 2001, for the
calendar quarter ended June 30, 2001, filed with the Commission on August 7,
2001, and for the calendar quarter ended September 30, 2001, filed with the
Commission on November 7, 2001.
(c) The description of the Registrant's Common Shares contained in the
Registrant's Current Report on Form 8-K filed with the Commission on December
21, 2001.
In addition, all of the Registrant's reports filed with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this Registration
Statement and prior to filing a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
reports.
Any statement contained herein or 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 in any subsequently filed document which also is or is
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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 119 of The Business Corporations Act (Saskatchewan) authorizes
corporations to indemnify past and present directors and officers for
liabilities incurred in connection with their services as such (including
expenses and settlement payments) if the director or officer 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 proceeding, if the director or officer had
reasonable grounds for believing his or her conduct was lawful. In the case of a
suit by or on behalf of the corporation, a court must approve the
indemnification.
Section 10.04 of the Registrant's Bylaws provides that the Registrant
shall indemnify directors and officers to the extent required or permitted by
law.
The Registrant has entered into agreements with its directors and
officers (each an "Indemnitee") to indemnify the Indemnitee, to the extent
permitted by law and subject to certain limitations, against all costs
reasonably incurred by an Indemnitee in an action or proceeding to which the
Indemnitee was made a party by reason of the Indemnitee being an officer and/or
director of (i) the Registrant or (ii) if at the request of the Registrant, of
an organization of which the Registrant is a shareholder or creditor.
The Registrant maintains insurance policies relating to certain
liabilities that its directors and officers may incur in such capacity.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index.
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 the 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar amount of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
change in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act of 1934 that are incorporated
by reference 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.
(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 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 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.
(h) 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 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 Saskatoon, Province of Saskatchewan, Canada, on
this 21st day of December, 2001.
POTASH CORPORATION OF SASKATCHEWAN INC.
By: /s/ WILLIAM J. DOYLE
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William J. Doyle
Chief Executive Officer
POWER OF ATTORNEY
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Each person whose signature appears below constitutes and appoints
William J. Doyle, Wayne R. Brownlee and John L.M. Hampton, his or her true and
lawful attorney-in-fact and agent, each acting alone, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or 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, each acting alone full power and authority to do and perform each and
every act and thing appropriate or necessary to be done in connection therewith,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his or her substitute or substitutes, any 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 indicated, on the dates indicated below.
Signature Title Date
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/s/ WILLIAM J. DOYLE 12/21/01
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William J. Doyle Director, President and Chief Executive Officer
(Principal Executive Officer)
/s/ WAYNE R. BROWNLEE 12/21/01
------------------------------ Senior Vice President, Treasurer and Chief Financial ------------
Wayne R. Brownlee Officer (Principal Financial and Accounting Officer)
PCS ADMINISTRATION (USA), INC. Authorized Representative in the United States
By: /s/ BARBARA JANE IRWIN 12/21/01
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Barbara Jane Irwin, Senior V.P. -
Administration
Directors:
Date: Date:
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/s/ DONALD E. PHILLIPS 12/21/01 /s/ FREDERICK J. BLESI 12/21/01
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Donald E. Phillips (Chairman) Frederick J. Blesi
/s/ DOUGLAS J. BOURNE 12/21/01 /s/ DALLAS J. HOWE 12/21/01
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Douglas J. Bourne Dallas J. Howe
/s/ JEFFREY J. MCCAIG 12/21/01 /s/ MARY MOGFORD 12/21/01
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Jeffrey J. McCaig Mary Mogford
/s/ PAUL J. SCHOENHALS 12/21/01 /s/ E. ROBERT STROMBERG 12/21/01
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Paul J. Schoenhals E. Robert Stromberg
/s/ JACK G. VICQ 12/21/01 /s/ BARRIE A. WIGMORE 12/21/01
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Jack G. Vicq Barrie A. Wigmore
/s/ THOMAS J. WRIGHT 12/21/01
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Thomas J. Wright
EXHIBIT INDEX
Exhibit No. Description Method of Filing Page
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4.1 Potash Corporation of Saskatchewan Inc. Stock Filed herewith
Option Plan - Directors
4.2 Potash Corporation of Saskatchewan Inc. Stock Filed herewith
Option Plan -Officers and Employees
5.1 Opinion of Robertson Stromberg as to the validity Filed herewith
of the securities being registered
23.1 Consent of Deloitte & Touche Filed herewith
23.2 Consent of Robertson Stromberg (included in Filed herewith
Exhibit 5.1)
24.1 Power of Attorney, included on signature page Filed herewith