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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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STANTEC INC.
(Exact name of registrant as specified in its charter)
CANADA NOT APPLICABLE
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
10160 - 112 STREET
EDMONTON, ALBERTA, CANADA T5K 2L6
(Address of principal executive offices)
STANTEC INC.
EMPLOYEE SHARE OPTION PLAN
(Full title of the Plan)
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STANTEC CONSULTING INC.
8211 SOUTH 48TH STREET, PHOENIX, ARIZONA 85044
(602) 438-2200
(Name and address of agent for service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE(2) FEE
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Common Shares 148,140 U.S.$30.55 U.S.$4,525,677 U.S.$532.67
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(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate number of additional shares which may be offered and issued
to prevent dilution resulting from stock splits, stock dividends or similar
transactions as provided in the plan described herein.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices for
the Common Shares quoted on the New York Stock Exchange on September 23,
2005.
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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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission (the "SEC") by Stantec Inc. (the "Registrant") are incorporated by
reference in this Registration Statement:
(a) The Registrant's Registration Statement on Form 40-F filed with the
SEC on August 3, 2005.
(b) The Registrant's Report on Form 6-K furnished to the SEC on August 11,
2005.
(c) The Registrant's Registration Statement on Form F-4 filed with the SEC
on May 9, 2005, as amended.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part thereof from the date of filing such documents. In addition, reports on
Form 6-K furnished by the Registrant to the SEC shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date such documents are furnished to the SEC.
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 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.
Under the Canada Business Corporations Act (the "Corporations Act"), 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 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, provided (i) that the
director, officer or individual, as the case may be, acted honestly and in good
faith with a view to the best interests of the Registrant or to the best
interest of the other entity for which the individual acted as director or
officer or in a similar capacity at the Registrant's request and, (ii) 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 his
or her conduct was lawful. A 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 is required to repay the moneys if he or she
does not fulfil the conditions above. Such indemnification may be made or moneys
advanced in connection with an action by or on behalf of the Registrant or such
other entity to procure a judgment in its favour only with court approval. An
individual is entitled to indemnification from the Registrant in respect of all
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costs, charges, and expenses reasonably incurred by the individual in connection
with any civil, criminal, administrative, investigative or other proceeding to
which the individual is subject because of the individual's association with the
Registrant or other entity, if the individual seeking the indemnity (i) was 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 and (ii) fulfilled
the conditions set forth above.
The by-laws of the Registrant provide that, subject to the limitations and
provisions contained in the Corporations Act, the Registrant shall indemnify
each director, each officer, each former director, each former officer and each
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 or her heirs and legal representatives, against all costs, charges and
expenses, including without limitation, each amount paid to settle an action or
satisfy a judgment, reasonably incurred by him or her in respect of any civil,
criminal or administrative action or proceeding to which he or she is made a
party by reason or being or having been a director or officer of the Registrant
or such body corporate, if he or she acted honestly and in good faith with a
view to the Registrant's best interests and in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty he or
she had reasonable grounds for believing his or her conduct was lawful.
The Registrant maintains directors' and officers' liability insurance
which, subject to the provisions contained in the policy, protects the directors
and officers, as such, against all claims during the term of their office
provided they acted honestly and in good faith with a view to the best interests
of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 Articles of Incorporation of Stantec Inc. (incorporated herein by
reference to the Registrant's Form F-4 filed with the SEC on May
9, 2005, as amended).
4.2 By-laws of Stantec Inc. (incorporated herein by reference to the
Registrant's Form F-4 filed with the SEC on May 9, 2005, as
amended).
4.3 Employee Share Option Plan.
5 Opinion of Fraser Milner Casgrain LLP.
23.1 Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm.
23.2 Consent of KPMG LLP, Independent Registered Public Accounting
Firm.
23.3 Consent of Fraser Milner Casgrain LLP (included in Exhibit 5).
24 Powers of Attorney (contained on the signature pages of this
Registration Statement).
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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 1933 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 this 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 a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes 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) shall 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 Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the 1933
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 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
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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 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 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 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 Edmonton, Alberta, Country of Canada, on this 26th
day of September, 2005.
STANTEC INC.
By: /s/ Jeffrey S. Lloyd
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Name: Jeffrey S. Lloyd
Title: Vice President
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of
Anthony P. Franceschini, Donald W. Wilson and [Jeffrey S. Lloyd] his true and
lawful attorney-in-fact and agent, each acting alone, 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 (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 requisite and 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, each acting alone, 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, as amended,
this Registration Statement has been signed by or on behalf of the following
persons in the capacities and on the dates indicated:
Signature Title Date
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____________________________ President and Chief Executive Officer September 26, 2005
Anthony P. Franceschini and Director
(Principal Executive Officer)
____________________________ Vice President and Chief Financial September 26, 2005
Donald W. Wilson Officer (Principal Financial and
Accounting Officer)
____________________________ Director September 26, 2005
Robert J. Bradshaw
_____________________________ Director September 26, 2005
E. John Finn
_____________________________ Director September 26, 2005
William D. Grace
_____________________________ Director September 26, 2005
Susan E. Hartman
_____________________________ Director September 26, 2005
Robert R. Mesel
_____________________________ Director September 26, 2005
James Sardo
_____________________________ Chairman of the Board September 26, 2005
Ronald P. Triffo
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933,
the undersigned has signed this Registration Statement, solely in the capacity
of the duly authorized representative of Stantec Inc. in the United States, in
the City of [o], State of [o], on this day of ,2005.
STANTEC CONSULTING INC.
By: /s/ Michael J. Slocombe
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Name: Michael J. Slocombe
Title: Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Articles of Incorporation of Stantec Inc. (incorporated
herein by reference to the Registrant's Form F-4 filed with
the SEC on May 9, 2005, as amended).
4.2 By-laws of Stantec Inc. (incorporated herein by reference to
the Registrant's Form F-4 filed with the SEC on May 9, 2005,
as amended).
4.3 Employee Share Option Plan.
5 Opinion of Fraser Milner Casgrain LLP.
23.1 Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm.
23.2 Consent of KPMG LLP, Independent Registered Public
Accounting Firm.
23.3 Consent of Fraser Milner Casgrain LLP (included in Exhibit 5).
24 Powers of Attorney (contained on the signature pages of this
Registration Statement).
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