As filed with the Securities and Exchange Commission on February 13, 2003
Reg. No. 333- _______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MOORE CORPORATION LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Canada 98-0154502
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
6100 Vipond Drive
Mississauga, Ontario, Canada L5T 2X1
(Address of Principal Executive Offices) (Zip Code)
MOORE CORPORATION LIMITED
INDUCEMENT OPTIONS GRANTED DECEMBER 2000
(Full title of the plan)
JENNIFER O. ESTABROOK
Senior Vice President, General Counsel and Secretary
MOORE CORPORATION LIMITED
c/o Moore Executive Offices
One Canterbury Green, 6th Floor
Stamford, CT 06901 USA
(Name and address of agent for service)
(203) 406-3700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Each Class of Proposed Maximum Amount of
Securities Amount to be Maximum Offering Aggregate Offering Registration
To Be Registered Registered Price Per Share(1) Price(1) Fee(1)
- ---------------- ---------- ------------------ -------- ------
Common Shares, 1,375,000 $2.38 $3,272,500 $301.07
no par value
(1) In accordance with Rule 457(h) of the Securities Act of 1933, calculated
based on the Inducement Option exercise price of Cdn$3.65 per share converted
into U.S. dollars at US$.6529/Cdn$1.00 (US$/Canadian$ closing exchange rate on
February 10, 2003 as quoted on Bloomberg).
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The Index to the Exhibits Appears on pages 3 and 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, previously filed with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by reference:
(a) The latest Annual Report of Moore Corporation Limited (the
"Corporation") on Form 10-K for the fiscal year ended December 31,
2002, file number 1-8014.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") since the end of
the fiscal year covered by the foregoing Annual Report.
All documents subsequently filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 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 in this Registration Statement and to be a part hereof
from the date of filing of such documents.
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 124 of the Canada Business Corporations Act provides that a
corporation may indemnify a director or officer of the corporation, a former
director or officer of the 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. This
right is limited to the extent that the individual (a) acted honestly and in
good faith with a view to the best interests of the corporation, or, as the case
may be, to the best interests of the other entity for which the individual acted
as director or officer or in a similar capacity at the corporation's request;
and (b) 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 the individual's conduct was lawful.
Section 19 of Moore Corporation Limited's By-laws provides as follows:
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Section 19 - Protection of Directors, Officers and Others.
(a) Subject to paragraphs (c) and (d), the Corporation shall indemnify a
director or officer of the Corporation, a former director or officer
of the Corporation or another individual who acts or acted at the
Corporation's request as a director or officer or 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 such individual in respect of any
civil, criminal or administrative, investigative or other proceeding
in which the individual is involved because of that association with
the Corporation or other entity.
(b) Subject to paragraph (d), the Corporation shall advance moneys to
such individual for the costs, charges and expenses of a proceeding
referred to in (a) provided such individual agrees in advance, in
writing, to repay the moneys if the individual does not fulfill the
condition of paragraph (c).
(c) The Corporation may not indemnify an individual under paragraph (a)
unless the individual:
(i) acted honestly and in good faith with a view to the best
interests of the Corporation or other entity for which the
individual acted as a director or officer or in a similar
capacity at the Corporation's request, as the case may be; 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 his or her conduct was
lawful.
(d) In respect of an action by or on behalf of the Corporation or other
entity to procure a judgment in its favour to which the individual
is made a party because of the individual's association with the
Corporation or other entity as described in paragraph (a), if the
individual fulfils the conditions set out in paragraph (c), the
Corporation shall seek and obtain the approval of a court prior to
indemnifying against costs, charges and expenses reasonably incurred
by the individual in connection with such action, or prior to
advancing moneys to such individual under paragraph (b).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit Index
Exhibit Description
No.
- ---
3.1 Articles of Continuance dated June 3, 2002 (Incorporated herein
by reference from Exhibit 3.1 of the Registration Statement on
Form S-3 filed with the Commission on June 20, 2002
(Registration No. 333-82728))
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3.2 By-law No. 1A of the By-laws of the Corporation (Incorporated
herein by reference from Exhibit 3.1 of the Registration
Statement on Form S-3 filed with the Commission on June 20, 2002
(Registration No. 333-82728))
5.1 Opinion of Osler, Hoskin & Harcourt LLP as to validity of common
shares
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit
5.1)
99.1 Form of Inducement Option Agreement
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) 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;
(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;
(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 clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those clauses 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.
(b) 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.
(c) 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.
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
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Section 13(a) or Section 15(d) of the Exchange Act 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, 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 of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of
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, 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 of 1933 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 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 Stamford, State of Connecticut, on February 13, 2003.
MOORE CORPORATION LIMITED
BY: /s/Jennifer O. Estabrook
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Jennifer O. Estabrook, Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
/s/ Mark A. Angelson DATE: February 13, 2003
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Mark A. Angelson, Chief Executive Officer and
Director
/s/ Mark S. Hiltwein DATE: February 13, 2003
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Mark S. Hiltwein, Executive Vice President, Chief
Financial Officer
/s/ Richard T. Sansone DATE: February 13, 2003
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Richard T. Sansone, Senior Vice President,
Controller (Chief Accounting Officer)
/s/ Alfred C. Eckert III DATE: February 13, 2003
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Alfred C. Eckert III, Chairman of the Board of
Directors
/s/Robert F. Cummings, Jr. DATE: February 13, 2003
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Robert F. Cummings, Jr., Director
/s/ Ronald J. Daniels DATE: February 13, 2003
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Ronald J. Daniels, Director
/s/ Joan D. Manley DATE: February 13, 2003
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Joan D. Manley, Director
/s/ Lionel H. Schipper DATE: February 13, 2003
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Lionel H. Schipper, Director
/s/ John W. Stevens DATE: February 13, 2003
- --------------------------------------------------
John W. Stevens, Director
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