ENCANA CORPORATION
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(Exact name of registrant as specified in its charter)
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Canada
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Not Applicable
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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Suite 4400, 500 Centre Street S.E., P.O. Box 2850
Calgary, Alberta, Canada T2P 2S5
(403) 645-2000
Attention: Corporate Secretary
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(Address of Principal Executive Offices)
Encana (USA) 401(k) Plan
(Full title of the plan)
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CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
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(Name and address of agent for service)
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David F.C. Sheridan
Encana Corporation
Suite 4400, 500 Centre Street S.E., P.O. Box 2850
Calgary, Alberta, Canada
T2P 2S5
(403) 645-2000
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Andrew J. Foley
Paul, Weiss, Rifkind,
Wharton & Garrison LLP
1285 Avenue of the Americas
New York, N.Y. 10019-6064
(212) 373-3000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:
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Large accelerated filer x
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Accelerated filer o
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Title of each class of
securities to be
registered (1)
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Amount to be
Registered (1)
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Proposed Maximum
Offering Price Per
Security (2)
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Proposed Maximum
Aggregate Offering
Price (2)
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Amount of
registration fee
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Common Shares (3)
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5,000,000 shares
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US$18.50
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US$92,500,000
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US$12,617
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(1)
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In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
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(2)
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Based on the average of the high and low prices of the common shares of Encana Corporation on May 15, 2013 on the New York Stock Exchange, and estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”).
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(3)
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Includes rights to purchase additional shares pursuant to the Registrant’s Shareholder Rights Plan effective as of July 30, 2001, as amended and restated as of September 13, 2001, April 28, 2004 and April 21, 2010. No separate consideration is paid for these rights and, as a result, the registration fee for these rights is included in the fee for the shares registered hereby.
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1.
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Our Annual Report on Form 40-F for the fiscal year ended December 31, 2012, filed with the SEC on February 21, 2013;
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2.
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Encana (USA) 401(k) Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2012, filed with the SEC on May 22, 2013;
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3.
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A description of the common shares of the Corporation filed with its Registration Statement on Form 40-F, filed with the SEC on October 29, 2009;
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4.
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Our Report on Form 6-K, relating to our Amended and Restated Shareholder Rights Plan, furnished to the SEC on April 27, 2010;
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5.
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Our Report on Form 6-K, relating to our Material Change Report, furnished to the SEC on January 15, 2013; and
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6.
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Exhibits 99.1 and 99.2 to our Report on Form 6-K, relating to our Unaudited Interim Condensed Consolidated Financial Statements and Management’s Discussion and Analysis for the period ended March 31, 2013, furnished to the SEC on April 25, 2013.
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Item
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Exhibit
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4.1
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Amended and Restated Shareholder Rights Plan (incorporated by reference from the Registrant’s Report on Form 6-K included as Exhibit 99.2, furnished to the SEC on April 27, 2010).
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4.2
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Encana (USA) 401(k) plan.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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Consent of GLJ Petroleum Consultants Ltd.
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23.3
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Consent of McDaniel & Associates Consultants Ltd.
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23.4
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Consent of Netherland, Sewell & Associates, Inc.
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23.5
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Consent of DeGolyer and MacNaughton.
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24.1
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Powers of Attorney (included on the signature page to this Registration Statement).
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(a)
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The undersigned Registrant hereby undertakes:
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1.
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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 value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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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;
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A.
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Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in the registration statement; and
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B.
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Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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C.
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Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 or Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.
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2.
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That, for the purpose of determining any liability under the Securities Act of 1933, 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.
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3.
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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.
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4.
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That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
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If the Registrant is relying on Rule 430B:
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A.
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Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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B.
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be
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deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
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(ii)
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If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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5.
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That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
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(i)
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Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 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)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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
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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 Act and will be governed by the final adjudication of such issue.
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ENCANA CORPORATION | |||
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By:
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/s/ Clayton H. Woitas | |
Name: Clayton H. Woitas | |||
Title: Interim President & Chief Executive Officer | |||
By: | /s/ Sherri A. Brillon | ||
Name: Sherri A. Brillon | |||
Title: Executive Vice-President & Chief Financial Officer |
Signature
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Capacity
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Date
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/s/ David P. O’Brien
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Chairman of the Board
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May 22, 2013
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David P. O’Brien
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of Directors
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/s/ Clayton H. Woitas
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Interim President & Chief
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May 22, 2013
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Clayton H. Woitas
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Executive Officer and Director | ||
(Principal Executive Officer) | |||
/s/ Sherri A. Brillon
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Executive Vice-President
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May 22, 2013
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Sherri A. Brillon
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& Chief Financial Officer
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(Principal Financial Officer) | |||
/s/ William A. Stevenson
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Executive Vice-President
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May 22, 2013
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William A. Stevenson
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& Chief Accounting Officer
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(Principal Accounting Officer) | |||
/s/ Peter A. Dea |
Director
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May 22, 2013
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Peter A. Dea
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/s/ Claire S. Farley
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Director
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May 22, 2013
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Claire S. Farley
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/s/ Fred J. Fowler
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Director
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May 22, 2013
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Fred J. Fowler
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/s/ Suzanne P. Nimocks
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Director
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May 22, 2013
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Suzanne P. Nimocks
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/s/ Jane L. Peverett
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Director
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May 22, 2013
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Jane L. Peverett
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/s/ Allan P. Sawin
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Director
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May 22, 2013
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Allan P. Sawin
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/s/ Brian G. Shaw
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Director
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May 22, 2013
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Brian G. Shaw
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/s/ Bruce G. Waterman
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Director
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May 22, 2013
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Bruce G. Waterman
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ENCANA (USA) 401(k) PLAN | |||
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By:
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/s/ John L. Keplinger, Jr. | |
Name: John L. Keplinger, Jr. | |||
Title: Member, Benefits Plans Administrative Committee (U.S.) | |||
ALENCO INC. | |||
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By:
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/s/ Sherri A. Brillon | |
Name: Sherri A. Brillon
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Title: President
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Item
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Exhibit
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4.1
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Amended and Restated Shareholder Rights Plan (incorporated by reference from the Registrant’s Report on Form 6-K included as Exhibit 99.2, furnished to the SEC on April 27, 2010).
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24.1
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Powers of Attorney (included on the signature page to this Registration Statement).
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