AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 2002
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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NOVA CHEMICALS CORPORATION
(Exact name of registrant as specified in its charter)
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ALBERTA, CANADA NONE
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
645 SEVENTH AVENUE, S.W.
CALGARY, ALBERTA, CANADA T2P5C6
(Address of Principal Executive Offices) (Postal Code)
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NOVA CHEMICALS CORPORATION EMPLOYEE SAVINGS AND
PROFIT SHARING PLAN FOR CANADIAN EMPLOYEES
NOVA CHEMICALS INC. EMPLOYEE SAVINGS AND PROFIT SHARING PLAN FOR U.S. EMPLOYEES
NOVA CHEMICALS INC. U.S. SAVINGS AND PROFIT SHARING RESTORATION PLAN
NOVA CHEMICALS INC. CAPITAL ACCUMULATION PLAN
NOVA CHEMICALS CORPORATION DIRECTOR SHARE PURCHASE PLAN
NOVA CHEMICALS CORPORATION DEFERRED SHARE UNIT PLAN FOR KEY EMPLOYEES
NOVA CHEMICALS CORPORATION DEFERRED SHARE UNIT PLAN FOR U.S. KEY EMPLOYEES
NOVA CHEMICALS CORPORATION DEFERRED SHARE UNIT PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plans)
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JACK S. MUSTOE, ESQ.
NOVA CHEMICALS INC.
1550 CORAOPOLIS HEIGHTS ROAD
PITTSBURGH, PENNSYLVANIA 15108
(412) 490-4000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
COPIES TO:
ALAN TALKINGTON, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
400 SANSOME STREET
SAN FRANCISCO, CALIFORNIA 94111-3143
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE(2)
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Common Shares, no par value 3,000,000 shares $19.37 $58,110,000 $5,346.12
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(1) Includes 1,000,000 shares relating to the NOVA Chemicals Corporation
Employee Savings and Profit Sharing Plan for Canadian Employees,
1,000,000 shares relating to the NOVA Chemicals Inc. Employee Savings and
Profit Sharing Plan for U.S. Employees, 151,266 shares relating to the NOVA
Chemicals Inc. U.S. Savings and Profit Sharing Restoration Plan,
175,000 shares relating to the NOVA Chemicals Inc. Capital Accumulation
Plan, 50,000 shares relating to the NOVA Chemicals Corporation Director
Share Purchase Plan, 155,000 shares relating to the NOVA Chemicals
Corporation Deferred Share Unit Plan for Key Employees, 371,563 shares
relating to the NOVA Chemicals Corporation Deferred Share Unit Plan for
U.S. Key Employees and 97,171 shares relating to the NOVA Chemicals
Corporation Deferred Share Unit Plan for Non-Employee Directors. This
registration statement shall also cover any additional shares of common
stock which become issuable under any of the plans being registered
pursuant to this registration statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the registrant's outstanding shares of common stock. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement covers an indeterminate amount of
interests to be offered or sold pursuant to the NOVA Chemicals Corporation
Employee Savings and Profit Sharing Plan for Canadian Employees, the NOVA
Chemicals Inc. Savings and Profit Sharing Plan for U.S. Employees, the
NOVA Chemicals Inc. U.S. Savings and Profit Sharing Restoration Plan and
the NOVA Chemicals Inc. Capital Accumulation Plan.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee on
the basis of $19.37 per share, the average of the high and low prices for
the common shares on December 5, 2002, as reported on the NYSE Stock
Exchange.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement:
(i) the annual report of NOVA Chemicals Corporation (the "Company") on
Form 40-F for the fiscal year ended December 31, 2001;
(ii) all other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the Company's latest annual report;
and
(iii) the description of the Company's common stock set forth in the
Company's Report of Foreign Issuer on Form 6-K, dated July 2, 1998, including
any amendment or report filed for the purpose of updating such description.
All documents filed by the Company after the date of this registration
statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment (that indicates all securities
offered have been sold or deregisters all securities then remaining unsold),
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Jack S. Mustoe beneficially owns, directly and indirectly, approximately
less than one percent of the Company's outstanding common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Board of Directors of the Company has enacted a General By-law, as
confirmed by the shareholders of the Company, which includes provision for the
protection of directors and officers subject to the provisions of the Business
Corporations Act (Alberta). The provisions of the General By-law as affected by
the Business Corporations Act (Alberta) may be summarized as follows.
Subject to the director or officer acting honestly and in good faith with a
view to the best interests of the Company and exercising the care, diligence and
skill that a reasonably prudent person would exercise in comparable
circumstances, such director or officer is indemnified against any loss or
damage which may happen in the execution of his or her office in circumstances
other than those identified in the following two paragraphs.
Except in respect of an action by or on behalf of the Company or of a body
corporate of which the Company is or was a shareholder, the Company shall
indemnify a director or officer from and against any liability 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 except in respect
of an action by or on behalf of the Company or of a body corporate of which the
Company is or was a shareholder.
A director or officer is entitled to indemnity from the Company (in certain
circumstances, only with the approval of the Court of Queen's Bench of Alberta)
in respect of all costs, charges and expenses reasonably incurred by him or her
in connection with the defense of any proceeding to which he is made a party
provided such director or officer is substantially successful on the merits in
his or her defense of such proceedings, he fulfills the conditions set forth
in the immediately preceding paragraph and is fairly and reasonably entitled
to indemnity.
The Company may purchase and maintain insurance for the benefit of each
director and officer against any liability incurred by him or her in his or her
capacity as a director or officer of the Company or another body
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corporate except when the liability relates to his or her failure to act
honestly and in good faith with a view to the best interests of the Company or
such other body corporate, as the case may be.
As permitted and for the purposes described in the immediately preceding
paragraph, the Company has purchased and maintains insurance within such
authorization. Directors and officers of the Company are insured, subject to all
the terms, conditions and exclusions of the policy, against certain liabilities
incurred by them in their capacity as directors and officers of the Company and
its subsidiaries. This insurance provides for an annual limit for liability and
reimbursement of payments of $150,000,000 (U.S.). The deductible applicable to
reimbursement of the Company is $1,000,000 (U.S.) per occurrence and there is no
deductible applicable to individual directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER NAME
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4.1 NOVA Chemicals Corporation Employee Savings and Profit Sharing Plan for Canadian Employees.
4.2 NOVA Chemicals Inc. Employee Savings and Profit Sharing Plan for U.S. Employees.
4.3 NOVA Chemicals Inc. U.S. Savings and Profit Sharing Restoration Plan.
4.4 NOVA Chemicals Inc. Capital Accumulation Plan.
4.5 NOVA Chemicals Corporation Director Share Purchase Plan.
4.6 NOVA Chemicals Corporation Deferred Share Unit Plan for Key Employees.
4.7 NOVA Chemicals Corporation Deferred Share Unit Plan for U.S. Key Employees.
4.8 NOVA Chemicals Corporation Deferred Share Unit Plan for Non-Employee Directors.
5.1 Opinion of Counsel.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Counsel is contained in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney of Directors.
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;
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(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933 each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) 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 of 1933 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 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
THE REGISTRANT. 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 Toronto, Province of Ontario, Canada,
on the 30th day of November, 2002.
NOVA CHEMICALS CORPORATION
(Registrant)
By: /s/ Jeffrey M. Lipton
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Jeffrey M. Lipton
(President and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Jeffrey M. Lipton President, Chief Executive Officer November 30, 2002
----------------------------------- and Director
Jeffrey M. Lipton (Principal Executive Officer)
/s/ Larry A. MacDonald Senior Vice President and Chief November 30, 2002
----------------------------------- Financial Officer (Principal
Larry A. MacDonald Financial Officer and Accounting Officer)
Directors:
* Director November 30, 2002
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Jerald A. Blumberg
* Director November 30, 2002
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F. Peter Boer
* Director November 30, 2002
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Jacques Bougie
* Director November 30, 2002
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Joanne V. Creighton
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SIGNATURE TITLE DATE
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* Director November 30, 2002
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Robert E. Dineen, Jr.
* Director November 30, 2002
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L. Yves Fortier
* Director November 30, 2002
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Kerry L. Hawkins
* Director November 30, 2002
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Arnold M. Ludwick
* Director November 30, 2002
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J. E. Newall
* Director November 30, 2002
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Janice G. Rennie
* Director November 30, 2002
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James M. Stanford
* Director November 30, 2002
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Joseph D. Thompson
A majority of the members of the Board of Directors.
*By: /s/ Jack S. Mustoe
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Jack S. Mustoe
Attorney-in-Fact
NOVA Chemicals Inc. Authorized Representative in the November 30, 2002
United States
/s/ Jack S. Mustoe
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Jack S. Mustoe
Senior Vice President
and General Counsel
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EXHIBIT INDEX
EXHIBIT
NUMBER NAME
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4.1 NOVA Chemicals Corporation Employee Savings and Profit Sharing Plan for Canadian Employees.
4.2 NOVA Chemicals Inc. Employee Savings and Profit Sharing Plan for U.S. Employees.
4.3 NOVA Chemicals Inc. U.S. Savings and Profit Sharing Restoration Plan.
4.4 NOVA Chemicals Inc. Capital Accumulation Plan.
4.5 NOVA Chemicals Corporation Director Share Purchase Plan.
4.6 NOVA Chemicals Corporation Deferred Share Unit Plan for Key Employees.
4.7 NOVA Chemicals Corporation Deferred Share Unit Plan for U.S. Key Employees.
4.8 NOVA Chemicals Corporation Deferred Share Unit Plan for Non-Employee Directors.
5.1 Opinion of Counsel.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Counsel is contained in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney of Directors.