S-8 1 form_s8.txt FORM S-8 As filed with the Securities and Exchange Commission on January 24, 2007. ================================================================================ 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 ======================================================================================================= 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. =============================================================================== 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 ------------------------------ 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)