UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
SHELL
CANADA LIMITED
(Exact
name of registrant as specified in its charter)
|
Canada
|
98-0397084
|
(State
or other
jurisdiction
|
(I.R.S.
Employer Identification No.)
|
|
of
incorporation or organization)
|
|
400
- 4th
Avenue S.W.
Calgary,
Alberta, T2P 0J4
Canada
(403)
691-3111
(Address
of Principal Executive Offices)
Shell
Canada Limited
Long
Term Incentive Plan
(Full
Title of the Plan)
Peter
S. Wilson
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
(212)
474-1000
(Name,
address and telephone number, including area code, of agent for
service)
Copies
to:
General
Counsel
Shell
Canada Limited
400
- 4th
Avenue S.W.
Calgary,
Alberta, T2P 2H5
Canada
(403)
691-3447
CALCULATION
OF REGISTRATION FEE
|
TITLE
OF SECURITIES TO BE REGISTERED
|
AMOUNT
TO BE REGISTERED
|
PROPOSED
MAXIMUM OFFERING PRICE PER SHARE(1)
|
PROPOSED
MAXIMUM AGGREGATE OFFERING PRICE
|
AMOUNT
OF REGISTRATION FEE
|
|
Common
Shares,
No
par value
|
2,000,000
shares
|
$28.58
|
$57,160,000
|
$6,727.74
|
(1)
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 Common Shares as reported
on the
Toronto Stock Exchange on July 26, 2005, a date within five business days
of the
filing of this Registration Statement, and translated into U.S. dollars
at the
noon buying rate in New York City on April 26, 2005 for Canadian dollars
as
certified for customs purposes by the Federal Reserve Bank of New York
on that
date.
TABLE
OF CONTENTS
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|
1 |
Item
1
- Plan Information
|
1 |
|
Item
2 - Registration Information and Employee Plan Annual
Information
|
1 |
| PART
II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT |
2 |
|
|
2 |
|
Item
4 - Description of Securities
|
2 |
|
Item 5
- Interests of Named Experts and Counsel
|
2 |
|
Item
6 - Indemnification of Directors and
Officers
|
2 |
|
Item
7 - Exemption from Registration Claimed
|
3 |
|
Item
8 - Exhibits
|
4 |
|
Item
9 - Undertakings
|
4 |
| SIGNATURES |
6 |
| EXHIBIT
INDEX |
8 |
PART
I
Item
1. Plan Information
The
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 (the “Securities Act”) and the Note to
Part I of Form S-8.
Item
2. Registrant Information and Employee Plan Annual
Information
The
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 and the Note to Part I of Form S-8.
PART
II
The
following documents previously filed with the Securities and Exchange Commission
(the "Commission") by Shell Canada Limited (the "Company") are incorporated
by
reference herein and shall be deemed a part hereof:
| 2. |
the
Company’s registration statement filed under the Securities Exchange Act
of 1934 (the “Exchange Act”) on Form 8-A on April 30, 1984, as amended on
Form 8-A/A on July 29, 2005, and any further amendment or report
filed for
the purposes of updating such registration
statement.
|
The
following documents subsequently filed or furnished by the Company with or
to
the Commission after the date of this Registration Statement and prior to
the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed incorporated
by reference into this Registration Statement:
| · |
reports
filed under Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act;
and
|
| · |
reports
furnished on Form 6-K that specifically indicate that they are
incorporated by reference in this Registration
Statement.
|
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
Item
6. Indemnification of Directors and Officers
Under
the
Canada Business Corporations Act, the Company may indemnify a present or
former
director or officer of the Company or another individual who acts or acted
at
the Company'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 Company or other entity. The Company may not
indemnify
an individual unless the individual (a) acted honestly and in good faith
with a
view to the best interests of the Company, 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 the Company'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. The indemnification may be made in connection
with a derivative action only with court approval. The aforementioned
individuals are entitled to indemnification from the Company 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. The Company may advance moneys 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 the Company provide that the Company shall indemnify every director
or officer of the Company, a former director or officer of the Company and
every
individual who acts or acted at the Company's request as a director or officer,
or any 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 individual’s association with the Company
or other entity, if the individual acted honestly and in good faith with
a view
to the best interests of the Company, 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 individual’s conduct
was lawful.
The
Company has purchased third party director and officer liability insurance
for
the benefit of any director, officer, or certain other persons, as such,
against
any liability incurred by the individual in his or her capacity as a director
or
officer of the Company or as a director or officer of any body corporate
where
the individual acts or acted in that capacity at the Company's
request.
Item
7. Exemption from Registration Claimed
Not
Applicable.
Item
8. Exhibits
|
Exhibit
Number
|
Description
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4.1
|
|
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5.1
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Opinion
of Bennett Jones LLP, counsel to the Company, regarding the legality
of
the securities being registered hereby
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23.1
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23.2
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Consent
of PricewaterhouseCoopers LLP
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23.3
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Consent
of Shell Canada Limited Chief Reservoir Engineer
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23.4
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Consent
of Shell Canada Limited Chief Mining Engineer
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24.1
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Powers
of Attorney (included on the signature pages of this Registration
Statement)
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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 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; 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.
|
| (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.
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(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 Section 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 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.
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
Calgary, Province of Alberta, on July 29, 2005.
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SHELL
CANADA LIMITED
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By:
/s/
Simon A. Fish |
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Name:
Simon A. Fish
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|
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Title:
Secretary
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KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints any two employees of Shell Canada Limited who, from
time to time, hold the position of General Manager, Human Resources, Secretary
or Assistant Secretary as such person’s true and lawful attorneys-in-fact and
agents, with full power of substitution and revocation, for such person and
in
such person's name, place and stead, in any and all capacities (until revoked
in
writing), to sign any and all amendments (including post-effective amendments)
to this registration statement and to file the same with all exhibits thereto,
and the other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each
of them, full power and authority to do and perform each and every act and
things requisite and necessary to be done, as fully to all intents and purposes
as such person might or could do in person, hereby ratifying and confirming
all
that said attorneys-in-fact and agents, or any of them, or their 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, this Registration Statement
has been signed by the following persons in the capacities indicated effective
July 29, 2005:
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Signature
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Title
|
Date
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| |
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| |
Chief
Executive Officer
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/s/
Clive Mather
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and
Director
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Clive
Mather
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/s/
Cathy Williams
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Chief
Financial Officer
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Cathy
Williams
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/s/
Donna Tarka
|
Controller
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Donna
Tarka
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/s/
Derek H. Burney
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Director
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Derek
H. Burney
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/s/
Ida J. Goodreau
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Director
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Ida
J. Goodreau
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/s/
Kerry L. Hawkins
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Director
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Kerry
L. Hawkins
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/s/
David W. Kerr
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Director
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David
W. Kerr
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/s/
Ronald W. Osborne
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Director
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Ronald
W. Osborne
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/s/
Robert J. Routs
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Director
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Robert
J. Routs
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/s/
Raymond Royer
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Director
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Raymond
Royer
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/s/
Nancy C. Southern
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Director
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Nancy
C. Southern
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Pursuant
to the requirements to Section 6(a) of the Securities Act, the undersigned
has
signed this Registration Statement solely in the capacity of the duly authorized
representative of the Registrant in the United States on July 29,
2005.
|
Exhibit
Number
|
Description
|
|
4.1
|
|
|
5.1
|
Opinion
of Bennett Jones LLP, counsel to the Company, regarding the legality
of
the securities being registered hereby
|
|
23.1
|
|
|
23.2
|
Consent
of PricewaterhouseCoopers LLP
|
|
23.3
|
Consent
of Shell Canada Limited Chief Reservoir Engineer
|
|
23.4
|
Consent
of Shell Canada Limited Chief Mining Engineer
|
|
24.1
|
Powers
of Attorney (included on the signature pages of this Registration
Statement)
|
