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Registration No. 333-___
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
QUEBECOR WORLD INC.
(Exact Name of registrant as specified in its charter)
Canada Not Applicable
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
612 Saint-Jacques Street
Montreal, Quebec, Canada H3C 4M8
-----------------------------------------------------
(Address, including zip code, of principal executive offices)
Quebecor World USA Employee Stock Purchase Plan
-----------------------------------------------
(Full title of the plan)
Quebecor World Inc.
c/o Delaware Trust Capital Management
300 Delaware Avenue, Suite 1222
Wilmington, Delaware 19801
(302) 552-3108
(Name, address, including zip code, and telephone number
including area code, of agent for service)
Copy to:
John A. Willett, Esq.
Arnold & Porter
399 Park Avenue
New York, New York 10022-4690
(212) 715-1000
_____________________
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per aggregate offering registration
unit(1)(2) price(2) fee
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<S> <C> <C> <C> <C>
Subordinate Voting Shares 2,000,000 $22.875 $45,750,000.00 $12,078.00
-------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated on the basis of the average of the high and low sale prices of
the Registrant's Common Stock as reported on November 16, 2000 on the New
York Stock Exchange which date is within 5 business days prior to the date
of the filing of this Registration Statement.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Quebecor World Inc. (the "Registrant" or
the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference as of their respective dates:
(a) The Registrant's Annual Report on Form 40-F for the fiscal year ended
1999 (Registration No. 1-14118) filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(b) The description of the Registrant's Subordinate Voting Shares (the
"Shares"), contained in the Registrant's Registration Statement on
Form F-4 (Registration No. 333-86481);
(c) The Registrant's current reports on Form 6-K since January 1, 2000;
and
(d) 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 have been sold or which 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
respective date of filing of such documents. Any statement contained
in a document incorporated by reference herein is modified or
superceded for all purposes to the extent that a statement contained
in this Registration Statement or in any other subsequently filed
document which is incorporated by reference modifies or replaces such
statement. Any such statement so modified or superceded shall not be
deemed, except as so modified or so superceded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Canada Business Corporation Act, 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 another corporation of which
the Registrant is or was a stockholder or creditor, and his or her 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 or her in respect of any civil, criminal or administrative action or
proceeding to which he or she is made a party by reason of his or her position
with the Registrant and provided that 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 act or proceeding that is enforced by a
monetary penalty, had reasonable grounds for believing that his or her conduct
was lawful. Such indemnification may be made 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 or she was
substantially successful on the merits and fulfilled the conditions set forth
above.
In accordance with the Canada Business Corporations Act, the by-laws of the
Registrant 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
the corporation in which the Registrant is or was shareholder or creditor
against any and all losses and expenses reasonably incurred by him or her in
respect of any civil, criminal or administrative proceeding to which he or she
was made a party by reason of being or having been a director or officer of the
Registrant or other corporation if he or she acted honestly and in good faith
with a view to the best interest of the Registrant or in the case of a criminal
or administrative action or proceeding that is enforced by monetary penalty, he
or she had reasonable grounds in believing that his conduct was lawful.
A policy of directors' and officers' liability insurance is maintained by
the Registrant which insures directors and officers of the Registrant and its
subsidiaries for losses as a result of claims based upon the acts or omissions
as directors and officers of the Registrant, including liabilities arising under
the Securities Act of 1933, and also reimburses the Registrant for payments made
pursuant to the indemnity provisions under the Canada Business Corporations Act.
Insofar as whether indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provision, the Registrant has been
informed that in the opinion of the United States Securities and Exchange
Commission 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
The exhibits listed on the Exhibit Index on page II-9 of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.
ITEM 9. UNDERTAKINGS
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,
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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.
The 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, as amended (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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(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 (i)
and (ii) do not apply if 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 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; 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.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 an employee benefit 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 new securities at that time shall be deemed to be the initial
bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Montreal, Province of Quebec, Country of Canada, on
this 14th day of November 2000.
QUEBECOR WORLD INC.
By: /s/ Charles G. Cavell
------------------------------------
Name: Charles G.Cavell
Title: President and Chief
Executive Officer
By: /s/ Christian M. Paupe
------------------------------------
Name: Christian M. Paupe
Title: Executive Vice President,
Chief Financial Officer and
Chief Administrative Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles G. Cavell and Christian M. Paupe
as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned in his name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
conforming all that such attorney-in-fact and agent, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles G. Cavell Director, President and Chief November 14, 2000
-------------------------- Executive Officer
Charles G. Cavell (Principal Executive Officer)
/s/ Christian M. Paupe Executive Vice President, November 14, 2000
-------------------------- Chief Financial Officer and Chief
Christian M. Paupe Administrative Officer (Principal
Financial and Accounting Officer)
/s/ Jean Neveu Director and Chairman of the Board November 14, 2000
--------------------------
Jean Neveu
/s/ Reginald K. Brack Director November 14, 2000
--------------------------
Reginald K. Brack
/s/ Robert Coallier Director November 14, 2000
--------------------------
Robert Coallier
/s/ Marcello A. De Giorgis Director November 15, 2000
-------------------------
Marcello A. De Giorgis
/s/ Raymond Lemay Director November 14, 2000
--------------------------
Raymond Lemay
/s/ Eileen A. Mercier Director November 16, 2000
--------------------------
Eileen A. Mercier
/s/ Brian Mulroney Director November 14, 2000
--------------------------
Brian Mulroney
/s/ Robert Normand Director November 15, 2000
--------------------------
Robert Normand
-------------------------- Director November 14, 2000
Erik Peladeau
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/s/ Pierre Karl Peladeau Director November 14, 2000
--------------------------
Pierre Karl Peladeau
/s/ Alain Rheaume Director November 16, 2000
--------------------------
Alain Rheaume
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<S> <C>
Exhibit 4 Quebecor World USA Employee Stock Purchase Plan, filed
herewith.
Exhibit 5 Opinion of Ogilvy Renault, filed herewith.
Exhibit 23.1 Consent of KPMG LLP, Chartered Accountants, filed herewith.
Exhibit 23.2 Consent of Ogilvy Renault (contained in the opinion
filed as Exhibit 5 hereto).
</TABLE>
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