As filed with the Securities and Exchange Commission on June 14, 2004
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRECISION DRILLING CORPORATION
(Exact name of registrant as specified in its charter)
ALBERTA, CANADA NOT APPLICABLE
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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4200 Petro-Canada Centre
150 - 6th Avenue, S.W.
Calgary, Alberta, Canada
T2P 3Y7
(403) 716-4500
(Address of Principal Executive Offices)
PRECISION DRILLING CORPORATION
2004 STOCK OPTION PLAN
(Full titles of the plans)
Precision Drilling Corporation
c/o CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8400
(Name, address, telephone number, including area code, of agent for service)
COPIES TO:
Dale E. Tremblay Andrew J. Foley
Senior Vice President, Finance and Edwin S. Maynard
Chief Financial Officer Paul, Weiss, Rifkind, Wharton & Garrision LLP
Precision Drilling Corporation 1285 Avenue of the Americas
4200, 150-6th Avenue, S.W. New York, NY 10019-6064
Calgary, Alberta, Canada T2P 3Y7
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Securities to be Registered Registered(1) Price Per Share (2) Aggregate Offering Price(1) Registration Fee
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Common Shares.............. 1,518,955 shares $43.43 $65,968,215.65 $8,358.17
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(1) Represents Common Shares issuable under the Precision Drilling Corporation
2004 Stock Option Plan.
(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457 under the Securities Act of 1933. The proposed
maximum aggregate offering price is based upon the average of the high and
low prices of the Common Shares as reported on the New York Stock Exchange
Composite Transaction Tape on June 9, 2004 (a date within five business
days of the filing of this Registration Statement).
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PART I
The documents containing the information specified in Part I of Form
S-8 are not required to be filed with the U.S. Securities and Exchange
Commission (the "SEC") either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to the Note to Part I of Form
S-8 and rule 428 under the Securities Act of 1933 (the "Act"). The information
required in the Section 10(a) prospectus is included in documents being
maintained and delivered by Precision Drilling Corporation as required by Part I
of Form S-8 and by Rule 428 under the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been and will in the future be filed
by us with the SEC are incorporated in this registration statement by reference:
1. Our Annual Report on Form 40-F for the fiscal year ended
December 31, 2003, which contains our audited financial
statements for the fiscal year ended December 31, 2003.
2. All other reports filed by our company under Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since December 31, 2003.
3. The description of our common shares contained in our
Registration Statement on Form 40-F under the Exchange Act, as
filed with the SEC on October 24, 1996, including any
amendment or report filed for the purpose of amending such
description.
In addition, all reports and documents filed by us under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement, and prior to the filing of a post-effective amendment
which indicates that all securities being offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in and to be part of this registration statement from
the filing date of each such document.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the BUSINESS CORPORATIONS ACT (Alberta) (the "ABCA"), the
registrant may indemnify a present or former director or officer or a 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
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 is made a party by reason of being or having been a
director or officer of the registrant or that body corporate, if the director or
officer acted honestly and in good faith with a view to the best interests of
the registrant, and, in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, had reasonable grounds for
believing that his conduct was lawful. Such indemnification may be in connection
with a derivative action only with court approval. A director or officer is
entitled to indemnification from the registrant as a matter of right if he was
substantially successful on the merits, fulfilled the conditions set forth
above, and is fairly and reasonably entitled to indemnify.
The By-laws of the registrant provide that, subject to the limitations
contained in the ABCA, the registrant shall indemnify a director or officer, a
former director or officer, or a 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 (or a person who undertakes or has undertaken
any liability on behalf of the registrant 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 is made a party by reason of being or having been a
director or officer of the registrant or such body corporate, if he acted
honestly and in good faith with a view to the best interests of the registrant;
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 the registrant provide that the registrant may, subject
to the limitations contained in the ABCA, purchase and maintain such insurance
for the benefit of its directors and officers as such, as the board of directors
of the registrant may from time to time determine.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the registrant pursuant
to the foregoing provisions, the registrant has been informed that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
A list of exhibits included as part of this registration statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
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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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
this registration statement or any material change to
such information in this registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
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 SEC by the registrant pursuant
to Section 13 or section 15(d) of the Exchange Act that are
incorporated by reference 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.
(4) To file a post-effective amendment to the Registration
Statement to include any financial statements required by Rule
3-19 of the Exchange Act at the start of any delayed offering
or throughout a continuous offering. Financial statements and
information otherwise required by section 10(a)(3) of the
Securities Act need not be furnished, provided that the
registrant includes in the prospectus, by means of a
post-effective amendment, financial statements required
pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the
prospectus is at least as current as the date of those
financial statements.
(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 Securities Exchange Act of 1934, as amended, that is
incorporated by reference in this 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 of 1933, as amended, may be permitted to directors, officers and
controlling persons of the registrant
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pursuant to the registrant's Certificate of Incorporation or by-laws,
by contract, 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 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 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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, Country of Canada,
on June 9, 2004.
PRECISION DRILLING CORPORATION
By: /s/ Dale E. Tremblay
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Dale E. Tremblay
Senior Vice President-Finance
and Chief Financial Officer
POWER OF ATTORNEY
The registrant and each director or officer of the registrant whose
signature appears below constitutes and appoints Dale Tremblay, his or her true
and lawful attorney-in-fact and agent, who may act alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, including post-effective amendments, and, in connection
with any abbreviated registration statement and any and all amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the SEC, granting unto said 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 in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, and hereby
ratifies and confirms all his or her said attorney-in-fact and agent or his or
her 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, or amendment thereto, has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Hank B. Swartout Chairman of the Board, June 9, 2004
----------------------------- President and Chief Executive Officer
Hank B. Swartout
/s/ Dale E. Tremblay Senior Vice President-Finance and Chief June 9, 2004
----------------------------- Financial Officer
Dale E. Tremblay
/s/ W.C. (Mickey) Dunn Director June 9, 2004
-----------------------------
W.C. (Mickey) Dunn
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert J.S. Gibson Director June 9, 2004
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Robert J.S. Gibson
/s/ Murray K. Mullen Director June 9, 2004
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Murray K. Mullen
/s/ Patrick M. Murray Director June 9, 2004
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Patrick M. Murray
/s/ Frederick W. Pheasey Director June 9, 2004
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Frederick W. Pheasey
/s/ Robert L. Phillips Director June 9, 2004
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Robert L. Phillips
/s/ H. Garth Wiggins Director June 9, 2004
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H. Garth Wiggins
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AUTHORIZED REPRESENTATIVE
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 Precision Drilling Corporation
in the United States on June 9, 2004.
CEDA INTERNATIONAL, INC.
By: /s/ Dale E. Tremblay
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Dale E. Tremblay
Vice President
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INDEX TO EXHIBITS
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EXHIBITS DESCRIPTION
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5.1 Opinion of Borden Ladner Gervais LLP regarding the
legality of the Common Shares.
23.1 Consent of KPMG LLP.
23.2 Consent of Borden Ladner Gervais LLP.
24.1 Power of Attorney (included on signature page hereto).