<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1998
REGISTRATION NO. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
INTRAWEST CORPORATION
(Exact name of registrant as specified in its charter)
British Columbia, Canada N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 800, 200 Burrard Street
Vancouver, British Columbia, Canada V6C 3L6
(604) 669-9777
(Address, including ZIP code, and telephone number, including area code, of
registrant's principal executive offices)
INTRAWEST CORPORATION
EMPLOYEE SHARE PURCHASE PLAN
(Full title of plan)
PTSGE Corp. Copies to:
Preston Gates & Ellis LLP Gary J. Kocher
5000 Columbia Center Preston Gates & Ellis LLP
701 Fifth Avenue 5000 Columbia Center
Seattle, Washington 98104-7078 701 Fifth Avenue
(206) 623-7580 Seattle, Washington 98104-7078
(Name, address and telephone number, (206) 623-7580
including area code, of agent
for service in the United States)
<TABLE>
<CAPTION>
=================================================================================================================================
Proposed Proposed Maximum
Title of securities Amount to be Maximum offering aggregate offering price Amount of
to be registered registered (1) price per unit (2) (2) registration fee
==================================================================================================================================
<S> <C> <C> <C> <C>
Common Shares,
without par value 100,000 shares $14.00 $1,400,000 $390.00
==================================================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance
pursuant to such plan as the result of any future stock split, stock
dividend or similar adjustment of the outstanding Common Shares of
the Registrant. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to
the Employee Share Purchase Plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(c) of the Act, based upon the average high
and low prices of the Common Shares of the Registrant on the New York
Stock Exchange on October 23, 1998.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Intrawest Corporation (the "Company")
are incorporated herein by reference:
(a) The Company's Annual Report on Form 40-F for the fiscal year ended
June 30, 1998 (the "Annual Report").
(b) All other reports filed pursuant to Section 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 Annual Report.
(c) The description of the Company's Common shares without par value
(the "Common Shares") that is contained in the Company's Registration Statement
on Form 8-A filed pursuant to Section 12 of the Exchange Act including any
amendment or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to 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 offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such 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
Not applicable.
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<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 128 of the Company Act (British Columbia) (the "BCCA")
provides:
(1) A company, with the approval of the court, may indemnify a
person who is a director or former director of the company
or is a director or former director of a corporation of
which the company is or was a shareholder, and the person's
heirs and personal representatives, against all costs,
charges and expenses, including an amount paid to settle an
action or satisfy a judgment, actually and reasonably
incurred by the person, including an amount paid to settle
an action or satisfy a judgment in a civil, criminal or
administrative action or proceeding to which the person is
made a party because of being or having been a director,
including an action brought by the company or corporation,
if
(a) the person acted honestly and in good faith with
a view to the best interests of the corporation
of which the person is or was a director, and
(b) in the case of a criminal or administrative
action or proceeding, the person had reasonable
grounds for believing that the person's conduct
was lawful.
(2) The court, on the application of a company, director or a
former director, may make an order approving an indemnity
under this section, and the court may make any further
order it considers appropriate.
(3) On an application under subsection (2), the court may order
notice to be given to any interested person.
(4) A company may purchase and maintain insurance for the
benefit of a person referred to in this section against any
liability incurred by the person as a director or officer.
(5) Subsections (1) to (3) apply to officers or former officers
of a company or of a corporation of which the company is
or was a shareholder.
The Articles of the Company provide that:
23.1 (1) Subject to the provisions of the Company Act,
the Company shall indemnify a director or former
director of the Company and a director or a
former director of a corporation of which the
Company is or was a shareholder, and the heirs
and personal representatives of any such
director or former director, against all costs,
charges and expenses, including an
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<PAGE> 4
amount paid to settle an action or satisfy a
judgment, actually and reasonably incurred by
him, including an amount paid to settle an
action or satisfy a judgment in a civil,
criminal or administrative action or proceeding
to which the person is made a party by reason of
being or having been a director of the Company
or a director of such corporation, including any
action brought by the Company or corporation if
(a) the person acted honestly and in good faith
with a view to the best interests of the Company
or the corporation of which the person is or was
a director, and (b) in the case of a criminal or
administrative action or proceeding, the person
had reasonable grounds for believing that his
conduct was lawful.
(2) The determination of any action, suit or
proceeding by judgment, order, settlement,
conviction or otherwise shall not, of itself,
create a presumption that the person did not so
act or did not have reasonable grounds, as
aforesaid.
(3) Each director of the Company upon being elected
or appointed shall be deemed to have contracted
with the Company on the terms of the foregoing
indemnity.
23.2 The Company shall indemnify an officer or former officer of
the Company and an officer or former officer of a
corporation of which the Company is or was a shareholder,
and the heirs and personal representatives of any such
officer or former officer, to the full extent permitted by
the Company Act.
23.3 (1) The indemnification provided by this Part shall
not be deemed exclusive of any other rights to
which those seeking indemnification may be
entitled under any other Part, or any valid and
lawful agreement, vote of members or
disinterested directors or otherwise, or under
the provisions of any statute now or hereafter
existing, both as to action in the official
capacity of such person and as to action in
another capacity while holding such office, and
shall continue as to a person who has ceased to
be a director, officer, employee or agent and
shall enure to the benefit of the heirs and
personal representatives of such person.
(2) The indemnification provided by this Part shall
not be exclusive of any powers, rights,
agreements or undertakings which may be legally
permissible or authorized by or under any
applicable law.
(3) Notwithstanding any other provisions set forth
in this Part, the indemnification authorized by
this Part shall be applicable only to the extent
that any such indemnification shall not
duplicate indemnity or reimbursement which that
person has received or shall receive otherwise
than under this Part.
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<PAGE> 5
23.4 The directors are authorized from time to time to cause the
Company to give indemnities to any director, officer,
employee, agent or other person who has undertaken or is
about to undertake any liability on behalf of the Company
or any corporation of which it is a shareholder.
A policy of directors' and officers' liability insurance is
maintained by the Company which insures directors and officers for losses as a
result of claims against the directors and officers of the Company in their
capacity as directors and officers and also reimburses the Company for payments
made pursuant to the indemnity provisions under the Articles and the BCCA.
Insofar as indemnification for liabilities under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy in the United States as expressed in
the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- ------------
<S> <C>
4.1 -- Intrawest Corporation Employee Share Purchase Plan
5.1 -- Opinion of McCarthy Tetrault
23.1 -- Consent of McCarthy Tetrault (see Exhibit 5.1)
23.2 -- Consent of KPMG LLP Independent Chartered Accountants
</TABLE>
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<PAGE> 6
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; (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.
(2) That, for 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 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 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
Pursuant to the requirements of the Securities Act of 1933, 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 authorized and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Vancouver, Province of
British Columbia, Country of Canada on this 28th day of October, 1998.
INTRAWEST CORPORATION
By /s/ JOE S. HOUSSIAN
--------------------------------------------------
Name: Joe S. Houssian
Title: Chairman, 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 indicated on this 28th day of October, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ JOE S. HOUSSIAN Chairman, President and Chief Executive Officer (Principal
- --------------------------------- Executive Officer)
Joe S. Houssian
/s/ DANIEL O. JARVIS Executive Vice President and Chief Financial Officer and
- --------------------------------- Director (Principal Financial Officer)
Daniel O. Jarvis
/s/ DAVID C. BLAIKLOCK Corporate Controller
- --------------------------------- (Principal Accounting Officer)
David C. Blaiklock
/s/ R. THOMAS M. ALLAN Director
- ---------------------------------
R. Thomas M. Allan
/s/ DAVID A. KING Director
- ---------------------------------
David A. King
/s/ GORDON H. MACDOUGALL Director
- ---------------------------------
Gordon H. MacDougall
/s/ PAUL M. MANHEIM Director
- ---------------------------------
Paul M. Manheim
Director
- ---------------------------------
Paul A. Novelly
/s/ BERNARD A. ROY Director
- ---------------------------------
Bernard A. Roy
Director
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Khaled C. Sifri
Director
- ---------------------------------
Hugh R. Smythe
/s/ NICHOLAS C. H. VILLIERS Director
- ---------------------------------
Nicholas C. H. Villiers
Director
- ---------------------------------
Charles E. Young
</TABLE>
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INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
<S> <C> <C>
4.1 -- Intrawest Corporation Employee Share Purchase Plan
5.1 -- Opinion of McCarthy Tetrault
23.1 -- Consent of McCarthy Tetrault (see Exhibit 5.1)
23.2 -- Consent of KPMG LLP Independent Chartered Accountants
</TABLE>
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<PAGE> 1
EXHIBIT 4.1
INTRAWEST CORPORATION
EMPLOYEE SHARE PURCHASE PLAN
(Consolidated to Reflect Amendments Dated August 25, 1992 and October 10, 1995)
ARTICLE 1
DEFINITIONS
1.1 In this Plan, unless the context otherwise requires:
(a) "Account" means, with respect to a Participant, the account of
such Participant established and maintained by the Trustee
pursuant to section 9.1;
(b) "Board of Directors" means the board of directors of the Company
for the time being;
(c) "Common Shares" means common shares without par value in the
capital of the Company;
(d) "Company" means Intrawest Corporation;
(e) "Earnings" means, with respect to a Participant, the total
earnings of such Participant from the Employer, excluding any
overtime, bonus or other special compensation;
(f) "Effective Date" means the later of March 1, 1991 and the
earliest date on which the contribution by the Company of money
to the Participants pursuant to this Plan and the incurring by
the Company of administrative expenses of this Plan have been
approved by the members of the Company by special resolution as
required pursuant to the Company Act (British Columbia) and all
approvals of all regulatory authorities to which the Company is
subject, including any stock exchange, which are required in
connection with this Plan have been obtained;
(g) "Employee" means a person who is a bona fide full-time employee
of the Employer;
(h) "Employer" means:
(i) the Company;
(ii) a Participating Subsidiary; or
(iii) a Participating Limited Partnership;
as the case may be;
<PAGE> 2
(i) "Market Value", on any date, means the closing price per share
for the Common Shares on The Toronto Stock Exchange on the
trading day immediately preceding such date (or, if no trade of
Common Shares occurred on The Toronto Stock Exchange on such
date, the simple average of the high and low board lot trading
prices per share for the Common Shares on The Toronto Stock
Exchange on the five trading days immediately preceding such date
on which a trade of a board lot of Common Shares occurred);
(j) "Participant" means an Employee who is enrolled in this Plan
pursuant to the provisions hereof;
(k) "Participating Subsidiary" means any subsidiary of the Company
that has been designated by the Board of Directors and by such
subsidiary as participating in this Plan unless such designation
has been revoked by the Company or such subsidiary;
(l) "Participating Limited Partnership" means any limited partnership
of which the general partner is the Company or a subsidiary of
the Company that has been designated by the Board of Directors
and by such limited partnership as participating in this Plan
unless such designation has been revoked by the Company or such
limited partnership;
(m) "Plan" means this Employee Share Purchase Plan;
(n) "subsidiary" has the meaning which that term had in the Company
Act (British Columbia) in effect on January 1, 1991;
(o) "Trust" means the trust agreement entered into by the Company
with the Trustee pursuant to section 8.1 or 8.2 then in effect,
as the same may be amended pursuant to section 8.3;
(p) "Trustee" means Royal Trust Corporation of Canada or such other
trust company appointed as Trustee under the Plan pursuant to
section 8.2 then acting as such; and
(q) "Year" means a year ending December 31.
ARTICLE 2
ELIGIBILITY
2.1 All Employees are eligible to enrol and participate in this Plan.
2.2 Participation in this Plan is entirely voluntary and any decision by an
Employee not to participate will not affect such Employee's employment with the
Employer. Nothing
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<PAGE> 3
contained in this Plan gives any Employee who decides to participate in this
Plan the right to be employed or to continue to be employed by the Employer.
ARTICLE 3
ENROLMENT
3.1 An Employee may enrol and participate in this Plan by submitting to the
Company an enrolment form in the form prescribed from time to time by the
Company authorizing the Employer to deduct from the Earnings of such Employee in
each month such contributions to this Plan as such Employee may designate
pursuant to section 4.1 and expressing the agreement of such Employee to the
terms and conditions of this Plan.
ARTICLE 4
CONTRIBUTIONS
4.1 A Participant may, in any month commencing on or after the Effective Date,
contribute an amount to this Plan equal to 2%, 4%, 6% or 8% of such
Participant's Earnings in such month, as designated by such Participant from
time to time pursuant to section 3.1 or this section. A Participant may change
any such designation effective as of the commencement of any month by giving
written notice of such change to the Company not less than 10 days prior to the
commencement of such month, provided that upon making such a change the
Participant will not be entitled to give notice of a further change prior to the
second month following the month in which such change becomes effective. Any
such designation will remain in effect until changed by the Participant.
Contributions made by a Participant to this Plan will be deducted and withheld
by the Employer from such Participant's earnings in the month in which such
contribution is made and all amounts deducted or withheld will promptly (and, in
any event, within ten days after the deduction or withholding thereof) be
deposited by the Employer with the Trustee.
4.2 Subject to section 4.5:
(a) the Company will make a contribution to this Plan on behalf of
each Participant who is employed by the Company or a
Participating Subsidiary; and
(b) each Participating Limited Partnership will make a contribution
to this Plan on behalf of each Participant who is employed by
such Participating Limited Partnership;
equal to 33 1/3% of the amount contributed by such Participant. The contribution
of the Company or a Participating Limited Partnership, as the case may be, will
be deposited by the Company and such Participating Limited Partnership with the
Trustee on or before the tenth day of the following month.
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<PAGE> 4
4.3 The Trustee will, on receipt of any contribution to this Plan by or on
behalf of a Participant, credit such contribution to such Participant's Account.
All contributions by the Company or a Participating Limited Partnership on
behalf of a Participant will vest irrevocably in such Participant as and when
they are received by the Trustee.
4.4 The Trustee will invest all amounts credited to each Participant's Account
from time to time, pending the application thereof to the purchase of Common
Shares pursuant to section 5.1, in bank or trust company deposits or obligations
(including Trustee deposits or obligations), as the Trustee determines to be
reasonable and proper, and will credit all interest or other earnings arising
therefrom to such Participant's Account.
4.5 Notwithstanding anything to the contrary herein, the Company will not make
any contribution to this Plan pursuant to section 4.2 in circumstances where the
Company is insolvent or such contribution will render the Company insolvent.
ARTICLE 5
PURCHASE OF COMMON SHARES
5.1 The contributions by or on behalf of each Participant to this Plan, together
with all cash dividends, interest and other earnings credited to such
Participant's Account, will be applied by the Trustee to the purchase of Common
Shares on behalf of such Participant. Such purchases will be made by the Trustee
each month, at such time or times as the Trustee determines, either from the
Company or through the facilities of The Toronto Stock Exchange (or such other
stock exchange as the Company may designate from time to time), as directed by
the Company prior to the commencement of such month. Common Shares purchased by
the Trustee from the Company will be issued by the Company at a price equal to
the Market Value on the day on which such Common Shares are issued by the
Company.
5.2 All Common Shares purchased by the Trustee pursuant to section 5.1 on behalf
of a Participant will be held by the Trustee in trust for the benefit of such
Participant and the Trustee will record in such Participant's Account the number
of Common Shares (including any fraction thereof) so held by the Trustee for the
benefit of such Participant. The certificates representing such Common Shares
will, prior to the withdrawal of such Common Shares from this Plan, be
registered in the name of the Trustee or its nominee.
5.3 The Trustee will, on receipt of any dividends paid on any Common Shares held
by the Trustee for the benefit of a Participant pursuant to this Plan, credit
such dividends to such Participant's Account.
5.4 A maximum of 100,000 Common Shares may be issued under this Plan from and
after October 10, 1995. For greater certainty, the provisions of this section
5.4 will not limit or restrict in any manner whatsoever the number of Common
Shares which the Trustee may purchase under this Plan through the facilities of
a stock exchange.
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<PAGE> 5
ARTICLE 6
WITHDRAWALS
6.1 Once in each Year a Participant may withdraw all or some of the Common
Shares, money and other property held in such Participant's Account without in
any way affecting the right of such Participant to continue to participate in
this Plan. Otherwise, subject to section 6.2, a Participant may only withdraw
all of the Common Shares, money and other property held in such Participant's
Account and may do so only by terminating such Participant's participation in
this Plan in which event such Participant will not be entitled to recommence
participation in this Plan prior to the first anniversary of the first day of
the month following the month in which such termination occurs.
6.2 The chief executive officer of the Company may, in his discretion, authorize
a Participant, on such terms and conditions, if any, as such authorization may
specify, to withdraw Common Shares, money and other property held in such
Participant's Account more than once in a Year without terminating such
Participant's participation in this Plan where, in the opinion of the chief
executive officer of the Company, such action is necessary or desirable as a
result of financial hardship being suffered by such Participant.
6.3 In the event of the termination of the employment of a Participant with the
Employer for any reason whatsoever (including death or disability), all of the
Common Shares, money and other property held in such Participant's Account will
be withdrawn within 60 days after the date on which such Participant's
employment is so terminated.
6.4 In the event of the termination of this Plan, all of the Common Shares,
money and other property held in each Participant's Account will be withdrawn
within 30 days after the date on which this Plan is terminated.
6.5 All rights of a Participant to a fraction of a Common Share upon any
withdrawal of Common Shares from this Plan will be satisfied by a cash payment
in an amount equal to the value thereof as determined by the Trustee on the
basis of the Market Value on the day on which such withdrawal is made.
6.6 Upon any withdrawal of Common Shares, money and other property from this
Plan by any Participant, the Trustee will cause a share certificate registered
in the name of such Participant representing such Common Shares and such money
and other property to be forwarded by first class registered mail to such
Participant to the address specified by such Participant by written notice
delivered to the Trustee (or, failing such written notice, to the address of
such Participant as it appears on such Participant's Account). In the event the
Trustee receives evidence satisfactory to the Trustee of the appointment of a
personal representative or personal representatives of such Participant or of
the estate of such Participant, the share certificate will be registered in the
name(s) of such personal representative(s) and the share certificate, money and
other property will be forwarded to the address specified by such personal
representative(s) by written notice delivered to the Trustee (or, failing such
written notice, to the address of such Participant as it appears on such
Participant's Account).
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<PAGE> 6
6.7 This Plan and the Common Shares purchased by the Trustee on behalf of the
Participants have not been registered under the United States Securities Act of
1933 as amended (the "U.S. Securities Act") and such Common Shares may not be
offered or sold in the United States of America (including the States and the
District of Columbia) and its territories and possessions and other areas
subject to its jurisdiction (the "United States") unless registered or an
exemption from registration is available under the U.S. Securities Act. The
Company may from time to time take such steps and require such documentation
from Participants which in its opinion are necessary or desirable to ensure
compliance with all applicable laws, including (i) the applicable securities
laws and regulations of Canada (including the Provinces) and of the United
States, and any political subdivision of either, and the bylaws, rules and
regulations of any stock exchange or other organized market on which the Common
Shares may from time to time be listed or traded and (ii) the withholding
provisions of the Income Tax Act (Canada) as amended and of the United States
Internal Revenue Code of 1986 as amended. The Company may also from time to time
take such steps which in its opinion are necessary or desirable to restrict the
transferability of any Common Shares withdrawn from this Plan in order to ensure
such compliance, including the endorsement of the following legend on any
certificate representing such Common Shares:
"The securities represented hereby have not been registered under
United States federal or state securities laws and may not be
offered for sale, sold or otherwise transferred or assigned for
value, directly or indirectly, nor may such securities be
transferred on the books of Intrawest Corporation, without
registration of such securities under all applicable United
States federal and state securities law or compliance with an
applicable exemption therefrom, such compliance, at the option of
the Company, to be evidenced by an opinion of counsel, acceptable
to the Company, that no violation of the registration provisions
of such securities laws would result from any such proposed sale,
transfer or assignment.".
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<PAGE> 7
ARTICLE 7
TEMPORARY SUSPENSION
7.1 A Participant may elect to suspend making contributions to this Plan
effective as of the commencement of any month and for a period of not less than
six months and not more than 12 months by giving written notice of such election
to the Company not less than 10 days prior to the commencement of such month
(for greater certainty, so long as such Participant's contributions to this Plan
are suspended contributions on behalf of such Participant pursuant to section
4.2 will also be suspended).
7.2 No Participant may elect to suspend making contributions to this Plan
pursuant to section 7.1 more than once in any period of two consecutive Years.
ARTICLE 8
THE TRUSTEE
8.1 Royal Trust Corporation of Canada will be appointed as the initial Trustee
pursuant to the terms of a trust agreement between the Company and Royal Trust
Corporation of Canada in form and on terms and conditions approved by the chief
executive officer of the Company.
8.2 The Company will have the right at any time and from time to time to appoint
any trust company authorized to carry on a trust business within the Province of
British Columbia as a replacement Trustee pursuant to the terms of a trust
agreement between the Company and such trust company in form and on terms and
conditions approved by the chief executive officer of the Company.
8.3 The Company will have the right at any time and from time to time to agree
to any amendment to the Trust which is approved by the chief executive officer
of the Company.
ARTICLE 9
ACCOUNTS AND RECORDS
9.1 The Trustee will establish and maintain a separate account for each
Participant in which the Trustee will record:
(a) contributions made by such Participant pursuant to section 4.1;
(b) contributions made on behalf of such Participant pursuant to
section 4.2;
(c) interest or other earnings credited to such account pursuant to
section 4.4;
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<PAGE> 8
(d) Common Shares purchased by the Trustee on behalf of such
Participant pursuant to section 5.1;
(e) dividends paid on any Common Shares held by the Trustee for the
benefit of such Participant; and
(f) Common Shares, money and other property withdrawn by such
Participant pursuant to Article 6.
9.2 By January 31, April 30, July 31 and October 31 in each Year the Trustee
will deliver to each Participant a statement of the Common Shares, money and
other property recorded in such Participant's Account as of the last day of the
immediately preceding month and such information concerning interest or other
earnings credited to such Participant's Account pursuant to section 4.4, Common
Shares purchased by the Trustee on behalf of such Participant pursuant to
section 5.1 and withdrawn by such Participant pursuant to Article 6 (including
cash payments made in lieu of a fraction of a Common Share pursuant to section
6.5) and other matters as may be necessary to enable such Participant to file
returns in respect of such Year under applicable Canadian taxing legislation.
ARTICLE 10
SHAREHOLDER RIGHTS
10.1 The Common Shares held by the Trustee on behalf of a Participant pursuant
to this Plan will be voted by the Trustee at each meeting of the shareholders of
the Company in accordance with the timely instructions of such Participant and,
for purposes thereof, the Trustee will cause each Participant to be provided
with a copy of the notice, information circular and proxy for each meeting of
the shareholders of the Company together with an appropriate form on which the
Participant may indicate voting instructions to the Trustee.
10.2 The Trustee will promptly advise all Participants of take-over bids, issuer
bids, rights offerings and other events notice of which is delivered to the
Trustee or its nominee as the registered holder of Common Shares and cause all
Participants to be provided with copies of all materials delivered by the
Company to the Trustee or its nominee in connection therewith.
ARTICLE 11
AMENDMENTS AND TERMINATION OF PLAN
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<PAGE> 9
11.1 The Company may at any time and from time to time amend, suspend or
terminate this Plan in whole or in part by resolution of the Board of Directors,
provided that such amendment, suspension or termination does not deprive any
Participant of any benefits that have accrued on or prior to the date thereof.
ARTICLE 12
GENERAL
12.1 The Company may from time to time appoint or engage accountants, lawyers
and such other personnel as it deems necessary or advisable for the proper
administration of this Plan.
12.2 The Company may make administrative rules for the proper functioning of
this Plan.
12.3 Save as expressly provided herein, the rights and obligations of a
Participant with respect to Common Shares, money and other property held by the
Trustee pursuant to this Plan will be as provided in the Trust. All questions
arising as to the interpretation of this Plan (including any disputes or
disagreements which may arise under, as a result of or in any way related to the
application of this Plan) will be determined by the chief executive officer of
the Company or such other officer of the Company as the chief executive officer
of the Company may designate in writing to the Trustee from time to time, and
any such determination will be final, binding and conclusive for all purposes.
12.4 This Plan and the rights of the parties hereto will be construed and
governed according to the laws of British Columbia.
12.5 The Company will pay all administrative expenses of this Plan, including
fees of Royal Trust Corporation of Canada and brokerage commissions. Each
Participating Limited Partnership will reimburse the Company for all
administrative expenses of this Plan, including fees of Royal Trust Corporation
of Canada and brokerage commissions, allocable to Participants employed by such
Participating Limited Partnership.
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EXHIBIT 5.1
[Letterhead of McCarthy Tetrault]
October 28, 1998
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Dear Sirs/Mesdames:
Re: Registration Statement on Form S-8 of Intrawest Corporation;
Intrawest Corporation Employee Share Purchase Plan
We have acted as Canadian counsel to Intrawest Corporation (the
"Company") in connection with the filing of the above-referenced Registration
Statement (the "Registration Statement") relating to the registration of 100,000
Common shares without par value of the Company (the "Shares") issuable under the
Company's Employee Share Purchase Plan (the "Plan"). In connection therewith, we
have considered such questions of law and have examined and relied upon such
resolutions, records, certificates of public officials and officers of the
Company and other documents as we have deemed necessary or appropriate to enable
us to render the opinion express below.
Based on the foregoing, it is our opinion that the Shares, when
subscribed for pursuant to the Plan and payment in full therefor is received by
the Company, will be validly issued and outstanding as fully paid and
non-assessable shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Yours Truly,
/s/ McCARTHY TETRAULT
<PAGE> 1
EXHIBIT 23.2
[KPMG LETTERHEAD]
The Board of Directors
Intrawest Corporation
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Intrawest Corporation pertaining to the Intrawest Corporation
Employee Share Purchase Plan of our report dated September 10, 1998 relating to
the consolidated balance sheet of Intrawest Corporation as at June 30, 1998 and
the consolidated statements of operations, retained earnings, cash flow from
operations, and changes in financial position for the year then ended, which
report appears in the annual report on Form 40-F of Intrawest Corporation for
the fiscal year ended June 30, 1998.
/s/ KPMG LLP
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Independent Chartered Accountants
Vancouver, Canada
October 29, 1998
