As filed with the Securities and Exchange Commission on February 23, 2007.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENCANA CORPORATION
(Exact name of registrant as specified in its charter)
CANADA NOT APPLICABLE
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
______________________________________
1800, 855 - 2nd Street SW
Calgary, Alberta, Canada T2P 2S5
(403) 645-2000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Performance Share Unit Plan for Employees of EnCana Corporation
(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) 894-8700
(Telephone number, including area code, of agent for service)
____________________
COPIES TO:
Kerry D. Dyte Andrew J. Foley
EnCana Corporation Paul, Weiss, Rifkind, Wharton &
1800, 855 - 2nd Street SW Garrison LLP
Calgary, Alberta, Canada T2P 2S5 1285 Avenue of the Americas
New York, New York 10019-6064
CALCULATION OF REGISTRATION FEE
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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
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Common Shares, no par value 1,600,000 shares $47.79 $76,464,000 $2,347.44
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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 Performance Share Unit Plan for Employees of EnCana
Corporation 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
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 Common Shares as
reported on the New York Stock Exchange on February 20, 2007, 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 Performance Share Unit Plan for Employees of
EnCana Corporation (the "Plan") pursuant to Rule 428(b)(1) of the Securities Act
of 1933 (the "Securities Act"), 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, 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 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
February 23, 2007, including the Registrant's audited
financial statements as at and for the years ended
December 31, 2006 and 2005; and
2. the description of the Common Shares as set forth in the
Registrant's Registration Statement on Form 8-A filed on
August 16, 2001, 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
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Canada Business Corporations Act (the "CBCA"), the
Registrant may indemnify a present or 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. The Registrant may not indemnify an
individual unless the individual acted honestly and in good faith with a view to
the best interests of the Registrant, 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 Registrant'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
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 Registrant as a matter of
right against all costs, charges and expenses reasonably incurred by such
individuals in connection with the defence of any civil, criminal,
administrative, investigative or other proceeding, 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, if they fulfill the
conditions set out above. The Registrant 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 Registrant provide that, subject to the
limitations contained in the CBCA (which are summarized in the foregoing
paragraph) but without limit to the right of the Registrant to indemnify any
person under the CBCA or otherwise, the Registrant shall indemnify the
aforementioned individuals against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment reasonably incurred by
such individuals in respect of any civil, criminal, administrative,
investigative or other proceeding in which such individuals are involved because
of that association with the Registrant or other entity.
The by-laws of the Registrant provide that the Registrant may,
subject to the CBCA, purchase, maintain or participate in such insurance for the
benefit of the aforementioned individuals as the Board of Directors of the
Registrant may from time to time determine. The Registrant has purchased third
party director and officer liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
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4.1 Certificate and Articles of Amalgamation effective January 1,
2006, respecting the amalgamation of EnCana Corporation and
6110703 Canada Inc., the continuing entity being EnCana
Corporation, incorporated by reference to Exhibit 99.1 to Form
6-K filed February 6, 2006
4.2 By-Law No. 1 of EnCana Corporation effective February 18, 2004
and confirmed by the shareholders of the Corporation at the
annual and special meeting of shareholders held on April 28,
2004, incorporated by reference to Exhibit 4 to Form 6-K filed
March 1, 2005
4.3 Amended and Restated Shareholder Rights Plan Agreement, dated
as of April 28, 2004, between Registrant and CIBC Mellon Trust
Company, as Rights Agent, incorporated by reference to Exhibit
4.1 to Form 8-A12B/A filed June 30, 2004
4.4 Performance Share Unit Plan for Employees of EnCana Corporation
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of GLJ Petroleum Consultants Ltd.
23.3 Consent of McDaniel & Associates Consultants Ltd.
23.4 Consent of Netherland, Sewell & Associates, Inc.
23.5 Consent of DeGolyer and MacNaughton
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, 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 February 23, 2007.
ENCANA CORPORATION
By: /s/ Brian C. Ferguson
---------------------------------
Name: Brian C. Ferguson
Title: Executive Vice-President &
Chief Financial Officer
Each person whose signature appears below constitutes and appoints
Randall K. Eresman and Brian C. Ferguson 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, this
Registration Statement has been signed by the following persons in the
capacities indicated effective February 23, 2007:
SIGNATURE TITLE
--------- -----
/s/ David P. O'Brien
--------------------------- Chairman of the Board of Directors
David P. O'Brien
/s/ Randall K. Eresman President & Chief Executive Officer and
--------------------------- Director (Principal Executive Officer)
Randall K. Eresman
SIGNATURE TITLE
--------- -----
/s/ Brian C. Ferguson Executive Vice-President & Chief Financial
----------------------------- Officer (Principal Financial and Accounting
Brian C. Ferguson Officer)
/s/ Michael N. Chernoff
----------------------------- Director
Michael N. Chernoff
/s/ Ralph S. Cunningham
----------------------------- Director
Ralph S. Cunningham
/s/ Patrick D. Daniel
----------------------------- Director
Patrick D. Daniel
/s/ Ian W. Delaney
----------------------------- Director
Ian W. Delaney
/s/ Michael A. Grandin
----------------------------- Director
Michael A. Grandin
/s/ Barry W. Harrison
----------------------------- Director
Barry W. Harrison
/s/ Dale A. Lucas
----------------------------- Director
Dale A. Lucas
/s/ Ken F. McCready
----------------------------- Director
Ken F. McCready
/s/ Valerie A.A. Nielsen
----------------------------- Director
Valerie A.A. Nielsen
/s/ Jane L. Peverett
----------------------------- Director
Jane L. Peverett
/s/ Dennis A. Sharp
----------------------------- Director
Dennis A. Sharp
/s/ James M. Stanford
----------------------------- Director
James M. Stanford
AUTHORIZED REPRESENTATIVE
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 February 23, 2007.
ALENCO INC.
By: /s/ Brian C. Ferguson
--------------------------
Brian C. Ferguson
President
EXHIBIT DESCRIPTION
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4.1 Certificate and Articles of Amalgamation effective January 1,
2006, respecting the amalgamation of EnCana Corporation and
6110703 Canada Inc., the continuing entity being EnCana
Corporation, incorporated by reference to Exhibit 99.1 to Form
6-K filed February 6, 2006
4.2 By-Law No. 1 of EnCana Corporation effective February 18, 2004
and confirmed by the shareholders of the Corporation at the
annual and special meeting of shareholders held on April 28,
2004, incorporated by reference to Exhibit 4 to Form 6-K filed
March 1, 2005
4.3 Amended and Restated Shareholder Rights Plan Agreement, dated
as of April 28, 2004, between Registrant and CIBC Mellon Trust
Company, as Rights Agent, incorporated by reference to Exhibit
4.1 to Form 8-A12B/A filed June 30, 2004
4.4 Performance Share Unit Plan for Employees of EnCana Corporation
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of GLJ Petroleum Consultants Ltd.
23.3 Consent of McDaniel & Associates Consultants Ltd.
23.4 Consent of Netherland, Sewell & Associates, Inc.
23.5 Consent of DeGolyer and MacNaughton
24.1 Powers of Attorney (included on the signature pages to this
registration statement)