As filed with the Securities and Exchange Commission on February 14, 2007
Registration No. 333- __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Catalyst Paper Corporation
(Exact name of registrant as specified in its charter)
Canada (State or other jurisdiction of incorporation or organization) | | 98-01-38030 (I.R.S. Employer Identification Number) |
| | 16th Floor 250 Howe Street Vancouver British Columbia, Canada V6C 3R8 Tel: 604-654-4000 (Address, including Zip Code, and telephone number, including area code, of registrant's principal executive offices) | |
Catalyst Paper Stock Option Plan
(Full title of the plan)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, NY 10011
212-894-8700
(Name, Address, including Zip Code, and telephone number, including area code, of agent for service)
Copies to:
Kenneth R. Blackman, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
212-859-8000
CALCULATION OF REGISTRATION FEE
| |
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
| Common Shares, without par value | 7,340,500 (2) | $3.41 (3) | $25,031,105.00 | $2,678.33 |
| Common Shares, without par value | 2,659,500 (4) | $3.52 (5) | $9,361,440.00 | $1,001.67 |
Total | 10,000,000 | | | $3,680.00 |
(1) | Includes such additional number of shares as may be required in the event of a stock split, stock dividend or similar transaction in accordance with Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”). |
(2) | Represents the number of Common Shares issuable upon exercise of options that had been granted under the Catalyst Paper Stock Option Plan but had not yet been exercised as of February 9, 2007. |
(3) | Represents the weighted average exercise price (rounded to the nearest cent) for such outstanding options pursuant to Rule 457(h) under the Securities Act. The per share amount is the weighted average exercise price, which was C$4.04 on February 9, 2007, converted into US dollars based upon the exchange rate of U.S. $0.843739 to C$1.00 on February 9, 2007 (the “Exchange Rate”). |
(4) | Represents shares available for future issuance under the Catalyst Paper Stock Option Plan. |
(5) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 457(h)(1) based upon the average of the high and low prices of the Common Shares reported on the Toronto Stock Exchange on February 9, 2007, converted at the Exchange Rate. |
EXPLANATORY NOTE
This Form S-8 Registration Statement relates to an aggregate of 10,000,000 shares of our common shares (the “Common Shares”) which may be offered pursuant to the Catalyst Paper Stock Option Plan (the “Plan”). Prior to the filing of this Registration Statement, 7,340,500 Common Shares were the subject of outstanding stock options granted under the Plan. 2,659,500 Common Shares remain available for future awards under the Plan. The purpose of this Form S-8 is to register the aforementioned 10,000,000 Common Shares on this Form S-8.
Part I
The documents containing information specified by Part I of Form S-8 will be sent or given to participants in the Plan as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act. Such documents are not required to be filed with the SEC but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
References to “us,” “our,” “we,” and “the Registrant” shall mean Catalyst Paper Corporation, a Canadian corporation.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
We file with or furnish to the SEC annual and other reports. You may read and copy any document we file at the SEC’s public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from the SEC’s web site at http://www.sec.gov.
The SEC allows us to “incorporate by reference” information into this Registration Statement, which means that we can disclose important information to you by referring you to another document filed with, or furnished to, the SEC. The information incorporated by reference is considered to be part of this Registration Statement, and later information that we file with or furnish to the SEC will automatically update this Registration Statement. We incorporate by reference the following documents listed below and any future filings made with the SEC under Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the termination of the offering, including any Form 6-K reports that we indicate are to be incorporated by reference herein:
| a. | our annual report on Form 40-F for the year ended December 31, 2006 and |
| | b. | our registration statement on Form 40-F filed on April 16, 2002 which contains as Exhibit 44 our Articles of Amalgamation which contains a description of our Common Shares in the section entitled “Rights, Privileges Restrictions And Conditions of Shares.” |
| 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, a corporation may indemnify a present or former director or officer of such corporation or another individual who acts or acted at the corporation’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 corporation or other entity, provided that the following conditions are met: (i) the director or officer acted honestly and in good faith with a view to the best interests of the corporation or the other entity, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual’s conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval. A director or officer is entitled to indemnification from the corporation as a matter of right in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of a civil, criminal, administrative investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity if the individual 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 if the individual fulfilled the conditions set forth above.
A policy of directors’ and officers’ liability insurance is maintained by the Registrant which insures directors and officers for losses as a result of claims based upon the acts or omissions as directors and officers of the Registrant, including liabilities arising under the Securities Act, and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the Securities Act.
| Item 7. | Exemption from Registration Claimed |
Not applicable.
Exhibit No. Description of Exhibit
5.1* | Opinion of Blake, Cassels & Graydon LLP regarding the legality of the securities being registered. |
23.1* | Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1). |
23.2* | Consent of KPMG LLP |
24.1* | Power of Attorney (included on the signature page included in this Part II). |
_________________
* filed herewith
(a) The undersigned Registrant hereby undertakes as follows:
(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 of 1933, as amended (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 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 a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(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 the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is 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 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 (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.
(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 this issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia, Canada, on this 14th day of February 2007.
| | CATALYST PAPER CORPORATION |
| | | | By: /s/ Russell J. Horner |
| | | | Name: | Russell J. Horner |
| | | | Title: | President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Valerie B. Seager and Peter M. Staiger, and each of them severally, his true and lawful attorney with power of substitution and resubstitution to sign in his name, place and stead, in any and all such capacities, the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in the name and on behalf of each such officer and director of the Registrant who shall have executed such a power of attorney, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as such officer or director of the Registrant might or could do in person.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date |
| /s/ Russell J. Horner | | |
| Russell J. Horner | President and Chief Executive Officer and | February 14, 2007 |
| | Director (Principal Executive Officer) | |
| | | |
| /s/ Ralph Leverton | | |
| Ralph Leverton | Vice President, Finance and Chief Financial | February 14, 2007 |
| | Officer (Principal Financial and Accounting Officer) | |
| | | |
| /s/ R. Keith Purchase | | |
| R. Keith Purchase | Chairman of the Board of Directors | February 14, 2007 |
| | | |
| | | |
| /s/ Thomas S. Chambers | | |
| Thomas S. Chambers | Director | February 14, 2007 |
| | | |
| /s/ Gary Collins | | |
| Gary Collins | Director | February 14, 2007 |
| | | |
| /s/ Michael Desbiens | | |
| Michael Desbiens | Director | February 14, 2007 |
| | | |
| /s/ Benjamin Duster IV | | |
| Benjamin Duster IV | Director | February 14, 2007 |
| | | |
| /s/ Neal P. Goldman | | |
| Neal P. Goldman | Director | February 14, 2007 |
| | | |
| /s/ Brian Kenning | | |
| Brian Kenning | Director | February 14, 2007 |
| | | |
| /s/ Jeffrey Marshall | | |
| Jeffrey Marshall | Director | February 14, 2007 |
| | | |
| /s/ William P. Rosenfeld | | |
| William P. Rosenfeld | Director | February 14, 2007 |
| | | |
| /s/ David Unruh | | |
| David Unruh | Director | February 14, 2007 |
| | | |
| /s/ Amit Wadhwaney | | |
| Amit Wadhwaney | Director | February 14, 2007 |
| | | |
AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below on February 14, 2007 by the undersigned as the duly authorized representative of the Catalyst Paper Corporation in the United States.
| | CATALYST PAPER (USA) INC. |
| | | By:/s/ Tom Crowley |
| | Name: | Tom Crowley |
| | Title: | President |
Index to Exhibits
Exhibit No. Description of Exhibit
5.1* | Opinion of Blake, Cassels & Graydon LLP regarding the legality of the securities being registered. |
23.1* | Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1). |
23.2* | Consent of KPMG LLP |
24.1* | Power of Attorney (included on the signature page included in this Part II). |
_________________
* filed herewith
