As filed with the Securities and Exchange Commission on May 11, 2005
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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.)
________________
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
2005 STOCK OPTION PLAN
(Full title of the plan)
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 Paul, Weiss, Rifkind, Wharton & Garrision LLP
and Chief Financial Officer 1285 Avenue of the Americas
Precision Drilling Corporation New York, NY 10019-6064
4200, 150-6th Avenue, S.W.
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)(2) Price Aggregate Offering Price(3) Registration Fee
Per Share(3)
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Common Shares.............. 2,766,203 shares $78.32 $216,649,018.96 $25,499.59
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(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 2005 Stock Option Plan or to otherwise prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) Represents Common Shares issuable under the Precision Drilling Corporation
2005 Stock Option Plan.
(3) 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 May 9, 2005 (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
ITEM 1. PLAN INFORMATION
The information required by Item 1 is included in documents made
available to participants in the Precision Drilling Corporation 2005 Stock
Option Plan (the "Plan") pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required by Item 2 is included in documents sent
or given to participants in the Plan covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended. The
Registrant will provide to the participants of the Plan a written statement
advising them of the availability without charge, upon written or oral request,
of the documents incorporated by reference herein, as required by Item 2 of Part
I of Form S-8. The statement also shall indicate the availability without
charge, upon written or oral request, of other documents required to be
delivered to employees pursuant to Rule 428(b). The statement shall include the
address (giving title or department) and telephone number to which the request
is to be directed.
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, 2004, which contains our audited financial
statements for the fiscal year ended December 31, 2004.
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, 2004.
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
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The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Shares to be offered hereunder has been
passed upon for the Registrant by Borden Ladner Gervais LLP. As of the date
hereof, any interest of counsel in the securities registered hereby is not
substantial.
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.
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ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
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4.1 Articles of Amalgamation of Precision Drilling Corporation,
dated January 1, 2004
4.2 By-Law No. 1 of Precision Drilling Corporation, dated May 13,
2003
4.3 Precision Drilling Corporation 2005 Stock Option Plan
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 (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page hereto)
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.
(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
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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 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 May 11, 2005.
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, May 11, 2005
Hank B. Swartout President and Chief Executive Officer
/s/ Dale E. Tremblay
---------------------------- Senior Vice President-Finance and Chief May 11, 2005
Dale E. Tremblay Financial Officer
/s/ W.C. (Mickey) Dunn
---------------------------- Director May 11, 2005
W.C. (Mickey) Dunn
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SIGNATURE TITLE DATE
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/s/ Robert J.S. Gibson
---------------------------- Director May 11, 2005
Robert J.S. Gibson
/s/ Patrick M. Murray
---------------------------- Director May 11, 2005
Patrick M. Murray
/s/ Frederick W. Pheasey
---------------------------- Director May 11, 2005
Frederick W. Pheasey
/s/ Robert L. Phillips
---------------------------- Director May 11, 2005
Robert L. Phillips
/s/ H. Garth Wiggins
---------------------------- Director May 11, 2005
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 May 11, 2005.
CEDA INTERNATIONAL, INC.
By: /s/ Dale E. Tremblay
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Dale E. Tremblay
Vice President
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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4.1 Articles of Amalgamation of Precision Drilling Corporation,
dated January 1, 2004
4.2 By-Law No. 1 of Precision Drilling Corporation, dated May 13,
2003
4.3 Precision Drilling Corporation 2005 Stock Option Plan
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 (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page hereto)