-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TySXa8BYpzbykleFx+KO8cqHn9JowXUK2bnXfWsRdQfoHpr9dkNJzRHsPDwd8uTg kXCaj8PUJbpKAQTZOBHBpg== 0000909567-05-001482.txt : 20050927 0000909567-05-001482.hdr.sgml : 20050927 20050927170725 ACCESSION NUMBER: 0000909567-05-001482 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20050927 DATE AS OF CHANGE: 20050927 EFFECTIVENESS DATE: 20050927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANTEC INC CENTRAL INDEX KEY: 0001131383 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-128626 FILM NUMBER: 051105977 BUSINESS ADDRESS: STREET 1: 10160 112TH STREET STREET 2: EDMONTON ALBERTA T5K 2L6 CANADA CITY: EDMONTON STATE: A0 ZIP: 00000 BUSINESS PHONE: 780-917-7000 MAIL ADDRESS: STREET 1: 10160 112 ST CITY: EDMONTON, ALBERTA STATE: A0 ZIP: 00000 S-8 1 t17964sv8.txt S-8 ================================================================================ Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- 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) ---------- STANTEC CONSULTING INC. 8211 SOUTH 48TH STREET, PHOENIX, ARIZONA 85044 (602) 438-2200 (Name and address of agent for service) ---------- CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------- Common Shares 148,140 U.S.$30.55 U.S.$4,525,677 U.S.$532.67 - ----------------------------------------------------------------------------------------------------
(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. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* - ---------- * 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. 2 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 3 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. 4 ITEM 8. EXHIBITS.
Exhibit Number Description - ------- ----------- 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).
5 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. 6 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 ------------------------------- 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 - --------- ----- ---- ____________________________ 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 ----------------------------------- Name: Michael J. Slocombe Title: Secretary EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 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).
10 EX-4.3 2 t17964exv4w3.txt EX-4.3 EXHIBIT 4.3 STANTEC INC. EMPLOYEE SHARE OPTION PLAN March 30, 1994 (As Amended March 14, 1996) (And as amended May 2, 2002) TABLE OF CONTENTS General Provisions Interpretation........................................................1 Purpose...............................................................2 Administration........................................................2 Shares Reserved.......................................................2 Limits with respect to Insiders.......................................3 Non-Exclusivity.......................................................3 Amendment and Termination.............................................4 Compliance with Legislation...........................................4 Effective Date........................................................4 Options Grants................................................................5 Option Price..........................................................5 Exercise of Options...................................................5
STANTEC INC. EMPLOYEE SHARE OPTION PLAN 1. GENERAL PROVISIONS 1.1 INTERPRETATION For the purposes of this Plan, the following terms shall have the following meanings: (a) "Board" means the Board of Directors of the Corporation; (b) "Common Shares" means the Common Shares of the Corporation; (c) "Corporation" means Stantec Inc.; (d) "Consultant" means an individual (including an individual whose services are contracted through a personal holding corporation) with whom the Corporation or a Subsidiary has a contract for substantial services; (e) "Eligible Person" means, subject to all applicable laws, any director of the Corporation, and any employee, officer or Consultant of the Corporation or any Subsidiary of the Corporation; (f) "Insider" means: (i) an insider as defined under Section 1(1) of the Securities Act (Ontario), other than a person who falls within that definition solely by virtue of being a director or senior officer of a Subsidiary, and (ii) an associate as defined under Section 1(1) of the Securities Act (Ontario) of any person who is an insider by virtue of (i) above. (g) "Option" means an option to purchase Common Shares granted to an Eligible Person pursuant to the terms of the Plan; (h) "Participant" means Eligible Persons to whom Options have been granted; (i) "Plan" means this Share Option Plan of the Corporation; (j) "Share Compensation Arrangement" means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise; (k) "Subsidiary" means Coordinate Surveys Ltd., Envirocorp Interior Design Group Inc. and any company that is a subsidiary of the Corporation as defined under section 1(4) of the Securities Act (Ontario); and - 2 - (l) "Termination Date" means the date on which a Participant ceases to be an Eligible Person. Words importing the singular number only shall include the plural and vice versa and words importing the masculine shall include the feminine. This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. 1.2 PURPOSE The purpose of the Plan is to advance the interests of the Corporation by (i) providing Eligible Persons with additional incentive, (ii) encouraging stock ownership by such Eligible Persons, (iii) increasing the proprietary interest of Eligible Persons in the success of the Corporation, (iv) encouraging the Eligible Person to remain with the Corporation or its Subsidiaries, and (v) attracting new employees and officers. 1.3 ADMINISTRATION (a) The Plan shall be administered by the Board or a committee of the Board duly appointed for this purpose by the Board and consisting of not less than 3 directors. If a committee is appointed for this purpose, all references to the Board will be deemed to be references to the Committee. (b) Subject to the limitations of the Plan, the Board shall have the authority (i) to grant options to purchase Common Shares to Eligible Persons, (ii) to determine the terms, limitations, restrictions and conditions respecting such grants, (iii) to interpret the Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable, and (iv) to make all other determinations and to take all other actions in connection with the implementation and administration of the Plan including, without limitation, for the purpose of ensuring compliance with Section 1.8 hereof, as it may deem necessary or advisable. The Board's guidelines, rules, regulations, interpretations and determinations shall be conclusive and binding upon the Corporation and all other persons. 1.4 SHARES RESERVED (a) The maximum number of Common Shares which may be reserved for issuance for all purposes under the Plan shall be equal to 877,469(1). The maximum number of Common Shares which may be reserved for issuance to any one person under the Plan shall be 5% of the Common Shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of Common Shares reserved for issuance to such person under any other option to purchase Common Shares from treasury granted as a compensation or incentive mechanism. - ------------------- (1) On May 2, 2002 the Stantec Inc. shareholders reserved 877,469 Common Shares for issuance as options pursuant to the ESOP. At that time, 552,850 options in respect of shares were issued and outstanding. Due to the subdivision of shares on a 2-for-1 basis the number of Common Shares reserved for issuance is 1,754,938 pursuant to the ESOP and on May 2, 2002, 1,105,700 options in respect of shares were issued and outstanding. - 3 - Any Common Shares subject to an Option which for any reason is cancelled or terminated without having been exercised, shall again be available for grants under the Plan. No fractional shares shall be issued, and the Board may determine the manner in which fractional share value shall be treated. (b) If there is a change in the outstanding Common Shares by reason of any stock dividend or split, recapitalization, amalgamation, consolidation, combination or exchange of shares, or other corporate change, the Board shall make, subject to the prior approval of the relevant stock exchanges, appropriate substitution or adjustment in (i) the number or kind of shares or other securities reserved for issuance pursuant to the Plan, and (ii) the number and kind of shares subject to unexercised Options theretofore granted and in the option price of such shares; provided, however, that no substitution or adjustment shall obligate the Corporation to issue or sell fractional shares. If the Corporation is reorganized, amalgamated with another corporation, or consolidated, the Board shall make such provision for the protection of the rights of Participants as the Board in its discretion deems appropriate. 1.5 LIMITS WITH RESPECT TO INSIDERS (a) The maximum number of Common Shares which may be reserved for issuance to Insiders under the Plan shall be 10% of the Common Shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of Common Shares reserved for issuance to Insiders under any other Share Compensation Arrangement. (b) The maximum number of Common Shares which may be issued to Insiders under the Plan within a one year period shall be 10% of the Common Shares outstanding at the time of the issuance (on a non-diluted basis), excluding Common Shares issued under the Plan or any other Share Compensation Arrangement over the preceding one year period. The maximum number of Common Shares which may be issued to any one Insider under the Plan within a one year period shall be 5% of the Common Shares outstanding at the time of the issuance (on a non-diluted basis), excluding Common Shares issued to such Insider under the Plan or any other Share Compensation Arrangement over the preceding one year period. (c) Any entitlement to acquire Common Shares granted pursuant to the Plan or any other Share Compensation Arrangement prior to the grantee becoming an Insider shall be excluded for the purposes of the limits set out in (a) and (b) above. 1.6 NON-EXCLUSIVITY Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required approval. - 4 - 1.7 AMENDMENT AND TERMINATION (a) The Board may amend, suspend or terminate the Plan or any portion thereof at any time in accordance with applicable legislation, and subject to any required approval. No such amendment, suspension or termination shall alter or impair any Options or any rights pursuant thereto granted previously to any Participant without the consent of such Participant. If the Plan is terminated, the provisions of the Plan and any administrative guidelines, and other rules and regulations adopted by the Board and in force at the time of the Plan shall continue in effect during such time as an Option or any rights pursuant thereto remain outstanding. (b) With the consent of the affected Participants, the Board may amend or modify any outstanding Option in any manner to the extent that the Board would have had the authority to initially grant such award as so modified or amended, including without limitation, to change the date or dates as of which an Option becomes exercisable, subject to the prior approval of the relevant stock exchanges. 1.8 COMPLIANCE WITH LEGISLATION The Plan, the grant and exercise of Options hereunder and the Corporation's obligation to sell and deliver Common Shares upon exercise of Options shall be subject to all applicable federal, provincial and foreign laws, rules and regulations, the rules and regulations of any stock exchange on which the Common Shares are listed for trading and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Corporation, be required. The Corporation shall not be obligated by any provision of the Plan or the grant of any Option hereunder to issue or sell Common Shares in violation of such laws, rules and regulations or any condition of such approvals. No Option shall be granted and no Common Shares issued or sold hereunder where such grant, issue or sale would require registration of the Plan or of Common Shares under the securities laws of any foreign jurisdiction and any purported grant of any Option or issue or sale of Common Shares hereunder in violation of this provisions shall be void. In addition, the Corporation shall have no obligation to issue any Common Shares pursuant to the Plan unless such Common Shares shall have been duly listed, upon official notice of issuance, with all stock exchanges on which the Common Shares are listed for trading. Common Shares issued and sold to Participants pursuant to the exercise of Options may be subject to limitations on sale or resale under applicable securities laws. 1.9 EFFECTIVE DATE The Plan shall be effective on the date of the closing of an initial public offering of the Common Shares provided, however, that if all necessary approvals are not obtained by the Corporation prior to such date, the Plan and all Options and all grants hereunder shall be null and void and shall be of no effect. - 5 - 2. OPTIONS 2.1 GRANTS Subject to the provisions of the Plan, the Board shall have the authority to determine the limitations, restrictions and conditions, if any, in addition to those set forth in Section 2.3 hereof, applicable to the exercise of an Option, including, without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Common Shares acquired upon exercise of the Option, and the nature of the events, if any, and the duration of the period in which any Participant's rights in respect of Common Shares acquired upon exercise of an Option may be forfeited. An Eligible Person may receive Options on more than one occasion under the Plan and may receive separate Options on any one occasion. 2.2 OPTION PRICE The Board shall establish the option price at the time each Option is granted, which shall in all cases be not less than: (i) the closing price of the Common Shares on The Toronto Stock Exchange on the trading day immediately preceding the date of the grant; or (ii) such lesser amount permissible from time to time under applicable legislation or the rules and regulations of the stock exchanges on which the Common Shares are listed for trading. The option price shall be subject to adjustment in accordance with the provisions of Section 1.4(b) hereof. 2.3 EXERCISE OF OPTIONS (a) Options granted must be exercised no later than 10 years after the date of grant or such lesser period as the regulations made pursuant to the Plan may require. (b) The Board may determine any Option will become exercisable and may determine that the Option shall be exercisable in instalments. (c) Options shall not be transferable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant and after death only by the Participant's legal representative. (d) Except as otherwise determined by the Board: (i) if a Participant ceases to be an Eligible Person for any reason whatsoever other than death, each Option held by the Participant will cease to be exercisable 30 days after the Termination Date. If any portion of an Option is not vested by the Termination Date, that portion of the Option may not under any circumstances be exercised by the Participant. Without limitation, and for greater certainty only, this provision will apply regardless of whether the Participant was dismissed - 6 - with or without cause and regardless of whether the Participant received compensation in respect of dismissal or was entitled to a period of notice of termination which would otherwise have permitted a greater portion of the Option to vest with the Participant; (ii) if a Participant dies the legal representative of the Participant may exercise the Participant's Options within six months after the date of the Participant's death, but only to the extent the Options were by their terms exercisable on the date of death. (e) Each Option shall be confirmed by an option agreement executed by the Corporation and by the Participant. (f) The exercise price of each Common Share purchased under an Option shall be paid in full in cash or by bank draft or certified cheque at the time of such exercise, and upon receipt of payment in full, but subject to the terms of the Plan, the number of Common Shares in respect of which the Option is exercised shall be duly issued as fully paid and non-assessable. REGULATIONS UNDER EMPLOYEE SHARE OPTION PLAN 1. In these regulations, words defined in the Plan and not otherwise defined herein shall have the same meaning as set forth in the Plan. 2. No Option shall be granted under the Plan unless recommended by the Board. 3. Not less than 100 Common Shares may be purchased at any one time upon exercise of a Participant's Option unless the remainder of Common Shares subject to such Option totals less than 100. 4. In the event that the legal representatives of a Participant who has died exercises the Participant's Option in accordance with the terms of the Plan, the Corporation shall have no obligation to issue the Common Shares until evidence satisfactory to the Corporation has been provided by such legal representatives that such legal representatives are entitled to purchase the Common Shares under the Plan. 5. Share certificates representing the number of Common Shares in respect for which the Option has been granted shall be issued in the name of the Participant, his legal representatives or as he or they may direct, upon payment in full of the purchase price therefor. 6. Share certificates representing Common Shares issued and sold upon exercise of an Option will be held for safekeeping unless the Participant directs the Corporation otherwise at the time of payment for such Common Shares. 7. Upon request the Corporation shall provide to a Participant without charge a copy of the Corporation's most recent annual information form, management information circular, annual consolidated financial statements and management's discussion and analysis of operating results and financial condition, as well as any interim financial statements and material change reports issued by the Corporation during the then current fiscal year. Requests for such documents shall be directed to the office of the Vice-President, Finance and Administration, of the Corporation. EX-5 3 t17964exv5.txt EX-5 EXHIBIT 5 FRASER MILNER CASGRAIN LLP 2900 Manulife Place 10180 - 101 Street Edmonton, Alberta T5J 3V5 Canada September 15, 2005 Stantec Inc. 10160 - 112 Street Edmonton, Alberta T5K 2L6 Dear Sirs/Mesdames: RE: STANTEC INC. REGISTRATION STATEMENT ON FORM S-8 We have acted as Canadian counsel to Stantec Inc., a corporation incorporated under the Canada Business Corporations Act (the "Company"), in connection with the Registration Statement on Form S-8 dated September 15, 2005 (the "Registration Statement") filed by the Company with the United States Securities and Exchange Commission (the "Commission") under the United States Securities Act of 1933, as amended, relating to the proposed issuance by the Company of common shares (the "Shares") in connection with options granted under the Company's Employee Share Option Plan dated March 30, 1994, as amended (the "Plan"). This opinion is being delivered in connection with the Registration Statement, to which this opinion appears as an exhibit. We have examined the Registration Statement and the Plan. We also have examined the originals, or duplicate, certified, conformed, telecopied or photostatic copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have considered necessary or relevant for the purposes of this opinion. With respect to the accuracy of factual matters material to this opinion, we have relied upon certificates or comparable documents and representations of public officials and of officers and representatives of the Company. In giving this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies and the authenticity of the originals of such latter documents. Based and relying upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when and if issued in accordance with the terms of the Plan and those agreements pursuant to which options to acquire Shares have been granted and consideration therefore has been received by the Company, the Shares will be validly issued, fully paid and non-assessable. Fraser Milner Casgrain LLP Stantec Inc. Page 2 - -------------------------------------------------------------------------------- This opinion is based upon and limited to the laws of the Province of Alberta and the laws of Canada applicable therein. We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name where it appears in the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder. This opinion is addressed to you for your benefit solely in connection with the above-described transaction. This opinion may not be relied upon for any other purpose, or quoted from or referred to in any document other than the Registration Statement, or used for any other purpose, without our prior written consent. This opinion is given as of the date hereof and we disclaim any obligation or undertaking to advise of any change in law or fact affecting or bearing upon this opinion occurring after the date hereof which may come or be brought to our attention. Yours truly, /s/ Fraser Milner Casgrain LLP 2900 Manulife Place 10180-101 Street Edmonton AB Canada T5J 3V5 Telephone (780) 423-7100 Fax (780) 423-7276 www.fmc-law.com Lawyers in: Montreal Ottawa Toronto Edmonton Calgary Vancouver EX-23.1 4 t17964exv23w1.txt EX-23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8), pertaining to the Employee Share Option Plan of Stantec Inc., of our report, dated February 11, 2005, except for notes 20 and 21 which are as of May 5, 2005, with respect to the consolidated financial statements of Stantec Inc. included in its Registration Statement (Form 40-F) for the year ended December 31, 2004, filed with the Securities and Exchange Commission. Edmonton, Canada, /s/ Ernst & Young LLP September 21, 2005 Chartered Accountants EX-23.2 5 t17964exv23w2.txt EX-23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use of our reports dated March 4, 2005, with respect to the consolidated balance sheets of The Keith Companies, Inc. as of December 31, 2004 and 2003, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2004, management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, and the effectiveness of internal control over financial reporting as of December 31, 2004, incorporated by reference in the registration statement (No. 333-124748) on Form F-4, which is incorporated by reference in this Form S-8 of Stantec Inc. /s/ KPMG LLP Costa Mesa, California September 21, 2005 -----END PRIVACY-ENHANCED MESSAGE-----