As filed with the Securities and Exchange Commission on January 24, 2007.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TECK COMINCO LIMITED
(Exact name of registrant as specified in its charter)
CANADA NOT APPLICABLE
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
______________________________________
Suite 600, 200 Burrard Street
Vancouver, British Columbia, Canada V6C 3L9
(604) 894-8940
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Teck Cominco Limited 2001 Stock Option Plan
(Full title of the plan)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(Name and address of agent for service)
(212) 894-8940
(Telephone number, including area code, of agent for service)
____________________
COPIES TO:
Geofrey Meyers Peter Rozee Edwin S. Maynard
Lang Michener LLP Teck Cominco Limited Paul, Weiss, Rifkind,
BCE Place, P.O. Box 747 Suite 600, 200 Burrard Street Wharton & Garrison LLP
Suite 2500, 181 Bay Street Vancouver, British Columbia, Canada 1285 Avenue of the Americas
Toronto, Ontario, Canada V6C 3L9 New York, New York
M5J 2T7 (604) 687-1117 10019-6064
(416) 360-8600 (212) 373-3000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered (1)(2) Per Share (3) Price Registration Fee
- -------------------------------------------------------------------------------------------------------
Class B Subordinate
Voting Shares 6,000,000 $80.56 $483,360,000 $51,721
- -------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall, in accordance with Rule 416 under the
Securities Act of 1933, as amended, be deemed to cover such additional
shares as may be issued pursuant to the anti-dilution provisions of the
registrant's 2001 Stock Option Plan or to otherwise prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) Represents the maximum number of shares which may be issued under the 2001
Stock Option Plan.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended,
based on the average of the high and low prices of the Class B Subordinate
Voting Shares as reported on the New York Stock Exchange on January 19,
2007, a date within five business days of the filing of this Registration
Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
All 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, as amended, 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 filed by the Registrant with the Securities
and Exchange Commission are hereby incorporated by reference in this
Registration Statement:
1. the Registrant's Annual Report on Form 40-F filed on March
30, 2006 and amended on May 22, 2006, including the
Registrant's audited financial statements as at and for the
years ended December 31, 2005 and 2004; and
2. the description of the Class B Subordinate Voting Shares as
set forth in the Registrant's Registration Statement on Form
8-A filed on June 19, 2006, and any further amendment or
report filed for the purposes of updating such description;
and
3. all other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act")
since the end of the fiscal year covered by the Registrant
document referred to in (1) above.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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
The class of securities to be offered is registered under Section 12
of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
William P. Armstrong, one of the Registrant's experts, is a former
employee. Mr. Armstrong beneficially owns 15,000 shares of common stock
issuable upon exercise of stock options which he acquired when employed by the
Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the CANADA BUSINESS CORPORATIONS ACT (the "CBCA"), Teck Cominco Limited
("Teck Cominco") may indemnify a present or former director or officer of Teck
Cominco or another individual who acts or acted at Teck Cominco '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
Teck Cominco or the other entity. Teck Cominco may not indemnify an individual
unless the individual acted honestly and in good faith with a view to the best
interests of Teck Cominco, or, as the case may be, to the best interests of the
other entity for which the individual acted as a director or officer or in a
similar capacity at Teck Cominco's request and 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 conduct was lawful.
The indemnification may be made in connection with a derivative action only
with court approval. The aforementioned individuals are entitled to
indemnification from Teck Cominco as a matter of right if they were 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 they fulfill
the conditions set out above. Teck Cominco may advance monies to the individual
for the costs, charges and expenses of a proceeding; however, the individual
shall repay the moneys if the individual does not fulfill the conditions set
out above.
The by-laws of Teck Cominco provide that, subject to the limitations
contained in the CBCA, Teck shall indemnify a director or officer, a former
director or officer, or a person who acts or acted at Teck's request as a
director or officer of a body corporate of which Teck Cominco is or was a
shareholder or creditor (or a person who undertakes or has undertaken any
liability on behalf of Teck Cominco or any such body corporate) and his heirs
and legal representatives against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he was made a party by reason of being or having been a director or
officer of Teck Cominco or such body corporate, if he 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 action or proceeding that is enforced by a
monetary penalty, he had reasonable grounds for believing that his conduct was
lawful. The by-laws of Teck Cominco also provide that Teck Cominco shall also
indemnify such a person in such other circumstances as the CBCA permits or
requires.
The by-laws of Teck Cominco provide that Teck Cominco may, subject to
the limitations contained in the CBCA, purchase and maintain insurance for the
benefit of any person referred to in the foregoing paragraph. Teck Cominco has
purchased third party director and officer liability insurance.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Teck Cominco pursuant to the foregoing provisions, Teck Cominco has
been informed that in the opinion of the U.S. Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
4.1 Certificate and Articles of Amalgamation of Teck Cominco Limited,
incorporated by reference to Exhibit 3.1 to Form 8-A filed June 19,
2006
4.2 By-Laws effective June 8, 2000 and confirmed by the shareholders of
the Corporation on April 25, 2001, incorporated by reference to
Exhibit 3.2 to Form 8-A filed June 19, 2006
5.1 Opinion of Lang Michener LLP, counsel to the Registrant, regarding
the legality of the securities being registered hereby
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Lang Michener LLP, counsel to the Registrant (included
in Exhibit 5.1)
23.3 Consent of William P. Armstrong, P. Eng.
23.4 Consent of Dan Gurtler, AIMM
23.5 Consent of Colin McKenny, P. Geol.
23.6 Consent of GLJ Petroleum Consultants Ltd.
24.1 Powers of Attorney (included on the signature pages to this
registration statement)
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 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;
(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; and
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, Teck Cominco
Limited 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 Vancouver in the Province of British Columbia,
Canada, on January 23, 2007.
TECK COMINCO LIMITED
By: /s/ G. Len Manuel
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Name: G. Len Manuel
Title: Senior Vice President,
General Counsel
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Donald R. Lindsay and Ronald A. Millos, and each of them, any of whom
may act without the joinder of the other, the true and lawful attorney-in-fact
and agent of the undersigned, with full power of substitution and
resubstitution, for and in the name, place and stead of the undersigned, in any
and all capacities, to sign any and all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Norman B. Keevil
- -------------------------------- Chairman and Director January 23, 2007
Norman B. Keevil
/s/ Donald R. Lindsay Chief Executive Officer, President
- -------------------------------- and Director (Principal Executive January 23, 2007
Donald R. Lindsay Officer)
/s/ Ronald A. Millos Senior Vice President, Finance and
- -------------------------------- Chief Financial Officer (Principal January 23, 2007
Ronald A. Millos Financialand Accounting Officer)
/s/ Robert J. Wright
- -------------------------------- Deputy Chairman and Director January 23, 2007
Robert J. Wright
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ J. Brian Aune
- -------------------------------- Director January 23, 2007
J. Brian Aune
/s/ Lloyd I. Barber
- -------------------------------- Director January 23, 2007
Lloyd I. Barber
/s/ Jalynn H. Bennett
- -------------------------------- Director January 23, 2007
Jalynn H. Bennett
/s/ Hugh J. Bolton
- -------------------------------- Director January 23, 2007
Hugh J. Bolton
/s/ Norman B. Keevil III
- -------------------------------- Director January 23, 2007
Norman B. Keevil III
/s/ Takashi Kuriyama
- -------------------------------- Director January 23, 2007
Takashi Kuriyama
/s/ Takuro Mochihara
- -------------------------------- Director January 23, 2007
Takuro Mochihara
/s/ Derek Pannell
- -------------------------------- Director January 23, 2007
Derek Pannell
/s/ Warren S. R. Seyffert
- -------------------------------- Director January 23, 2007
Warren S. R. Seyffert
/s/ Keith E. Steeves
- -------------------------------- Director January 23, 2007
Keith E. Steeves
/s/ Christopher M. T. Thompson
- -------------------------------- Director January 23, 2007
Christopher M. T. Thompson
/s/ David A. Thompson
- -------------------------------- Director January 23, 2007
David A. Thompson
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, Teck Cominco American Incorporated as the Authorized Representative has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, solely in its capacity as the duly authorized representative of
Teck Cominco Limited in the United States, in the City of Spokane, State of
Washington on January 23, 2007.
TECK COMINCO AMERICAN INCORPORATED
By: /s/ C. Bruce DiLuzio
----------------------------------
Name: C. Bruce DiLuzio
Title: V.P., Law & Administration
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
4.1 Certificate and Articles of Amalgamation of Teck Cominco Limited,
incorporated by reference to Exhibit 3.1 to Form 8-A filed June 19,
2006
4.2 By-Laws effective June 8, 2000 and confirmed by the shareholders of
the Corporation on April 25, 2001, incorporated by reference to
Exhibit 3.2 to Form 8-A filed June 19, 2006
5.1 Opinion of Lang Michener LLP, counsel to the Registrant, regarding
the legality of the securities being registered hereby
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Lang Michener LLP, counsel to the Registrant (included
in Exhibit 5.1)
23.3 Consent of William P. Armstrong, P. Eng.
23.4 Consent of Dan Gurtler, AIMM
23.5 Consent of Colin McKenny, P. Geol.
23.6 Consent of GLJ Petroleum Consultants Ltd.
24.1 Powers of Attorney (included on the signature pages to this
registration statement)