<PAGE> 1
REGISTRATION NO. 33-37855
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 6
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POTASH CORPORATION OF SASKATCHEWAN INC.
--------------------------------------------
(Exact name of Registrant as specified in its charter)
SASKATCHEWAN, CANADA N/A
- ------------------------------------ -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
122 - 1st AVENUE SOUTH
SASKATOON, SASKATCHEWAN, CANADA S7K 7G3
306-933-8500
-------------------------------------------------------------
(Address of Registrant's principal executive offices)
STOCK OPTION PLAN -- OFFICERS AND KEY EMPLOYEES
-------------------------------------------------------------
STOCK OPTION PLAN -- DIRECTORS
-------------------------------------------------------------
(Full title of the plans)
CHARLES E. CHILDERS, PRESIDENT
POTASH CORPORATION OF SASKATCHEWAN INC.
122 - 1st AVENUE SOUTH
SASKATOON, SASKATCHEWAN, CANADA S7K 7G3
306-933-8500
-------------------------------------------------------------
(Name, address and telephone number of agent for service)
-----------
The Commission is requested to send copies of all communications to:
JAMES B. HALPERN
ARENT FOX KINTNER PLOTKIN & KAHN
1050 CONNECTICUT AVE., N.W.
WASHINGTON, D.C. 20036-5339
202-857-6246
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
4.a. The registrant's Stock Option Plan -- Officers and Key
Employees.
4.b. The registrant's Stock Option Plan -- Directors.
<PAGE> 3
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 the
requirements for filing on Form S-8 and has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Saskatoon, Province of Saskatchewan, Canada, on this the 25 day of
November, 1996.
Potash Corporation of Saskatchewan Inc.
By: /s/ BARRY E. HUMPHREYS
--------------------------------------
Barry E. Humphreys
Senior Vice President
<PAGE> 4
Pursuant to the requirements of the Securities Act 1933, this Amendment has
been signed below by or on behalf of the following persons in the capacities
indicated on November 25, 1996.
*___________________________________________
Charles E. Childers
Chairman of the Board, President and
Chief Executive Officer
/s/ BARRY E. HUMPHREYS
____________________________________________
Barry E. Humphreys
Sr. Vice President, Finance and Treasurer
(Principal Financial and Accounting Officer)
*___________________________________________
Isabel B. Anderson
Director
*___________________________________________
Douglas J. Bourne
Director
*___________________________________________
Denis J. Cote
Director
*___________________________________________
William J. Doyle
Director
*___________________________________________
Hon. Willard Z. Estey, Q.C.
Director
*___________________________________________
Dallas J. Howe
Director
*___________________________________________
James F. Lardner
Director
*___________________________________________
Donald E. Phillips
Director
<PAGE> 5
*___________________________________________
Paul Schoenhals
Director
*___________________________________________
Daryl K. Seaman
Director
*___________________________________________
E. Robert Stromberg, Q.C.
Director
*___________________________________________
Jack G. Vicq
Director
*___________________________________________
Barrie A. Wigmore
Director
*___________________________________________
Paul S. Wise
Director
Authorized Representative in the United States
PCS Phosphate Company, Inc.
By: /s/ THOMAS J. WRIGHT
---------------------------------------
Thomas J. Wright
Executive Vice President
*By: /s/ BARRY E. HUMPHREYS
----------------------------------------
Barry E. Humphreys, pursuant
to Power of Attorney
<PAGE> 6
EXHIBIT INDEX
EXHIBITS
4.a. The registrant's Stock Option Plan -- Officers and Key
Employees.
4.b. The registrant's Stock Option Plan -- Directors.
<PAGE> 1
EXHIBIT 4.a
POTASH CORPORATION OF SASKATCHEWAN INC.
STOCK OPTION PLAN -- OFFICERS AND KEY EMPLOYEES
1. PURPOSE OF PLAN
Potash Corporation of Saskatchewan Inc. (the "Corporation") by
resolution of its Board of Directors (the "Board") has established
this Plan to encourage officers and key employees of the Corporation
and its subsidiaries to promote the growth and profitability of the
Corporation by providing them with the opportunity through options to
acquire Common Shares of the Corporation ("Common Shares"). The
Corporation's Stock Option Incentive Plan, previously in effect, has
been bifurcated into this Plan and the Corporation's Stock Option Plan
-- Directors.
2. ADMINISTRATION
This Plan shall be administered by the Board.
3. GRANT OF OPTIONS
From time to time the Board may designate individual officers and key
employees of the Corporation and its subsidiaries eligible to be
granted options to purchase Common Shares and the number of Common
Shares which each such person will be granted an option to purchase;
provided that the aggregate number of Common Shares subject to such
options may not exceed the number provided for in paragraph 4 of this
Plan.
4. SHARES SUBJECT TO OPTION
The aggregate number of Common Shares issuable after January 24, 1995
pursuant to options under this Plan may not exceed 3,842,000 shares.
The number of Common Shares issuable pursuant to options under this
Plan shall be subject to adjustment under paragraphs 8 and 9.
The aggregate number of Common Shares in respect of which options have
been granted to any one person and which remain outstanding shall not
at any time exceed 5% of the number of issued and outstanding Common
Shares (on a non-diluted basis) at that time.
If any option granted under this Plan, or any portion thereof, expires
or terminates for any reason without having been exercised in full,
the Common Shares with respect to which such option has not been
exercised shall again be available for further options under this
Plan.
<PAGE> 2
5. OPTION PRICE
The option price under this Plan to any optionee shall be fixed by the
Board when the option is granted and shall be not less than the fair
market value of the Common Shares at such time which, for optionees
resident in the United States, shall be deemed to be the closing price
per share of the Common Shares on the New York Stock Exchange on the
last trading day immediately preceding the day the option is granted
and, for all other optionees, shall be deemed to be the closing price
per share of the Common Shares on The Toronto Stock Exchange on the
last trading day immediately preceding the day the option is granted;
provided that, in either case, if the Common Shares did not trade on
such exchange on such day the option price shall be not less than the
closing price per share on such exchange on the last day on which the
Common Shares traded on such exchange prior to the day the option is
granted.
6. TERMS OF OPTION
The period during which an option is exercisable may not exceed 10
years from the date the option is granted, and the option agreement
may contain provisions limiting the number of Common Shares with
respect to which the option may be exercised in any one year. Each
option agreement shall contain provisions to the effect that:
a. if the employment of an optionee as an officer or employee of
the Corporation or a subsidiary terminates, by reason of his
or her death, or if an optionee who is a retiree pursuant to
clause b below dies, the legal personal representatives of the
optionee will be entitled to exercise any unexercised options,
to the extent exercisable at the date of death, during the
period ending at the end of the sixth calendar month following
the calendar month in which the optionee dies, failing which
exercise the options terminate;
b. subject to the terms of clause a above, if the employment of
an optionee as an officer or employee of the Corporation or a
subsidiary terminates, by reason of retirement in accordance
with then prevailing retirement policy of the Corporation or
subsidiary, the optionee will be entitled to exercise any
unexercised options, including such options as may vest after
the date of retirement, during the period ending at the end of
the 36th calendar month following the calendar month in which
the optionee retires, failing which exercise the options
terminate;
c. if the employment of an optionee as an officer or employee of
the Corporation or a subsidiary terminates, for any reason
other than as provided in the preceding clauses a or b, the
optionee will be entitled to exercise any unexercised options,
to the extent exercisable at the date of such event, during
the period ending at the end of the calendar month immediately
following the calendar month in which the event occurs,
failing which exercise the options terminate; and
- 2 -
<PAGE> 3
d. each option is personal to the optionee and is not assignable,
except as provided in the preceding clause a.
Nothing contained in the preceding clauses a, b, or c shall extend the
period during which an option may be exercised beyond its stipulated
expiry date or the date on which it is otherwise terminated in
accordance with the provisions of this Plan.
7. EXERCISE OF OPTIONS
Subject to the provisions of this Plan, an option may be exercised
from time to time by delivering to the Corporation at its registered
office a written notice of exercise specifying the number of shares
with respect to which the option is being exercised and accompanied by
payment in cash or certified cheque in full of the purchase price of
the shares then being purchased.
8. ADJUSTMENTS
Appropriate adjustments in the number of shares optioned and in the
option price per share, both as to options granted or to be granted,
may be made by the Board in its discretion to give effect to
adjustments in the number of Common Shares which result from
subdivisions, consolidations or reclassifications of the Common
Shares, the payment of share dividends by the Corporation, the
reconstruction, reorganization or recapitalization of the Corporation
or other relevant changes in the capital of the Corporation. If the
Corporation sells all or substantially all of its assets as an
entirety or substantially as an entirety, options under this Plan may
be exercised, in whole or in part, at any time up to and including
(but not after) a date 30 days following the date of completion of
such sales or prior to the close of business on the date the option
expires, whichever is earlier.
9. MERGERS
If the Corporation proposes to amalgamate or merge with another body
corporate, the Corporation shall give written notice thereof to
optionees in sufficient time to enable them to exercise outstanding
options, to the extent they are otherwise exercisable by their terms,
prior to the effective date of such amalgamation or merger if they so
elect. The Corporation shall use its best efforts to provide for the
reservation and issuance by the amalgamated or continuing corporation
of an appropriate number of shares, with appropriate adjustments, so
as to give effect to the continuance of the options to the extent
reasonably practicable. In the event that the Board determines in
good faith that such continuance is not in the circumstances
practicable, it may upon 30 days' notice to optionees terminate the
options.
- 3 -
<PAGE> 4
10. CHANGE OF CONTROL
If a "change of control" of the Corporation occurs, each option
granted under this Plan may be exercised, in whole or in part, even if
such option is not otherwise exercisable by its terms. For purposes
of this paragraph 10, a change of control of the Corporation shall be
deemed to have occurred if:
a. within any period of two consecutive years, individuals who at
the beginning of such period constituted the Board and any new
directors whose appointment by the Board or nomination for
election by shareholders of the Corporation was approved by a
vote of at least a majority of the directors then still in
office who either were directors at the beginning of the
period or whose appointment or nomination for election was
previously so approved, cease for any reason to constitute a
majority of the Board;
b. there occurs an amalgamation, merger, consolidation, wind-up,
reorganization or restructuring of the Corporation with or
into any other entity, or a similar event or series of such
events, other than any such event or series of events which
results in securities of the surviving or consolidated
corporation representing 50% or more of the combined voting
power of the surviving or consolidated corporation's then
outstanding securities entitled to vote in the election of
directors of the surviving or consolidated corporation being
beneficially owned, directly or indirectly, by the persons who
were the holders of the Corporation's outstanding securities
entitled to vote in the election of directors of the
Corporation prior to such event or series of events in
substantially the same proportions as their ownership
immediately prior to such event of the Corporation's then
outstanding securities entitled to vote in the election of
directors of the Corporation;
c. 50% or more of the fixed assets (based on book value as shown
on the most recent available audited annual or unaudited
quarterly consolidated financial statements) of the
Corporation are sold or otherwise disposed of (by liquidation,
dissolution, dividend or otherwise) in one transaction or
series of transactions within any twelve month period;
d. any party, including persons acting jointly or in concert with
that party, becomes (through a take-over bid or otherwise) the
beneficial owner, directly or indirectly, of securities of the
Corporation representing 20% or more of the combined voting
power of the Corporation's then outstanding securities
entitled to vote in the election of directors of the
Corporation, unless in any particular situation the Board
determines in advance of such event that such event shall not
constitute a change of control; or
- 4 -
<PAGE> 5
e. the Board approves and/or recommends that shareholders accept,
approve or adopt any transaction that would constitute a
change of control under clause b, c or d above.
11. AMENDMENT OR DISCONTINUANCE OF THIS PLAN
The Board may amend or discontinue the Plan at any time but, subject
to paragraphs 8, 9, and 10, no such amendment may increase the
aggregate maximum number of shares that may be subject to option under
this Plan, change the manner of determining the minimum option price,
extend the option period under any option beyond 10 years or, without
the consent of the optionee, alter or impair any option previously
granted to an optionee under this Plan. Amendments to the Plan
require pre-clearance of The Toronto Stock Exchange.
12. EVIDENCE OF OPTIONS
Each option granted under this Plan shall be embodied in a written
option agreement between the Corporation and the optionee which shall
give effect to the provisions of this Plan.
- 5 -
<PAGE> 1
EXHIBIT 4.b
POTASH CORPORATION OF SASKATCHEWAN INC.
STOCK OPTION PLAN -- DIRECTORS
1. PURPOSE OF PLAN
Potash Corporation of Saskatchewan Inc. (the "Corporation") by
resolution of its Board of Directors (the "Board") has established
this Plan to encourage directors of the Corporation to promote the
growth and profitability of the Corporation by providing them with the
opportunity through options to acquire Common Shares of the
Corporation ("Common Shares"). The Corporation's Stock Option
Incentive Plan, previously in effect, has been bifurcated into this
Plan and the Corporation's Stock Option Plan -- Officers and Key
Employees.
2. ADMINISTRATION
This Plan shall be administered by the Board.
3. GRANT OF OPTIONS
From time to time the Board may designate individual directors of the
Corporation to be granted options to purchase Common Shares and the
number of Common Shares which each such person will be granted an
option to purchase; provided that the aggregate number of Common
Shares subject to such options may not exceed the number provided for
in paragraph 4 of this Plan.
4. SHARES SUBJECT TO OPTION
The aggregate number of Common Shares issuable after January 24, 1995
pursuant to options under this Plan may not exceed 456,000 shares.
The number of Common Shares issuable pursuant to options under this
Plan shall be subject to adjustment under paragraphs 8 and 9.
The aggregate number of Common Shares in respect of which options have
been granted to any one person and which remain outstanding shall not
at any time exceed 5% of the number of issued and outstanding Common
Shares (on a non-diluted basis) at that time.
If any option granted under this Plan, or any portion thereof, expires
or terminates for any reason without having been exercised in full,
the Common Shares with respect to which such option has not been
exercised shall again be available for further options under this
Plan.
<PAGE> 2
5. OPTION PRICE
The option price under this Plan to any optionee shall be the fair
market value of the Common Shares at such time which, for optionees
resident in the United States, shall be deemed to be the closing price
per share of the Common Shares on the New York Stock Exchange on the
last trading day immediately preceding the day the option is granted
and, for all other optionees, shall be deemed to be the closing price
per share of the Common Shares on The Toronto Stock Exchange on the
last trading day immediately preceding the day the option is granted;
provided that, in either case, if the Common Shares did not trade on
such exchange on such day the option price shall be the closing price
per share on such exchange on the last day on which the Common Shares
traded on such exchange prior to the day the option is granted.
6. TERMS OF OPTION
The period during which an option is exercisable shall be 10 years
from the date the option is granted. The option agreement may contain
provisions limiting the number of Common Shares with respect to which
the option may be exercised in any one year. Each option agreement
shall contain provisions to the effect that:
a. if an optionee ceases to be a director of the Corporation by
reason of his or her death or an optionee who is a retiree
pursuant to clause b below dies, the legal personal
representatives of the optionee will be entitled to exercise
any unexercised options, to the extent exercisable at the date
of death, during the period ending at the end of the sixth
calendar month following the calendar month in which the
optionee dies, failing which exercise the options terminate;
b. subject to the terms of clause a above, if an optionee ceases
to be a director of the Corporation by reason of retirement in
accordance with then prevailing retirement policy of the
Corporation, the optionee will be entitled to exercise any
unexercised options, including such options as may vest after
the date of retirement, during the period ending at the end of
the 36th calendar month following the calendar month in which
the optionee retires, failing which exercise the options
terminate;
c. if an optionee ceases to be a director of the Corporation for
any reason other than as provided in the preceding clauses a.
or b., the optionee will be entitled to exercise any
unexercised options, to the extent exercisable at the date of
such event, during the period ending at the end of the
calendar month immediately following the calendar month in
which the event occurs, failing which exercise the options
terminate; and
d. each option is personal to the optionee and is not assignable,
except as provided in the preceding clause a.
- 2 -
<PAGE> 3
Nothing contained in the preceding clauses a, b or c shall extend the
period during which an option may be exercised beyond its stipulated
expiry date or the date on which it is otherwise terminated in
accordance with the provisions of this Plan.
7. EXERCISE OF OPTIONS
Subject to the provisions of this Plan, an option may be exercised
from time to time by delivering to the Corporation at its registered
office a written notice of exercise specifying the number of shares
with respect to which the option is being exercised and accompanied by
payment in cash or certified cheque in full of the purchase price of
the shares then being purchased.
8. ADJUSTMENTS
Appropriate adjustments in the number of shares optioned and in the
option price per share, both as to options granted or to be granted,
may be made by the Board in its discretion to give effect to
adjustments in the number of Common Shares which result from
subdivisions, consolidations or reclassifications of the Common
Shares, the payment of share dividends by the Corporation, the
reconstruction, reorganization or recapitalization of the Corporation
or other relevant changes in the capital of the Corporation. If the
Corporation sells all or substantially all of its assets as an
entirety or substantially as an entirety, options under this Plan may
be exercised, in whole or in part, at any time up to and including
(but not after) a date 30 days following the date of completion of
such sales or prior to the close of business on the date the option
expires, whichever is earlier.
9. MERGERS
If the Corporation proposes to amalgamate or merge with another body
corporate, the Corporation shall give written notice thereof to
optionees in sufficient time to enable them to exercise outstanding
options, to the extent they are otherwise exercisable by their terms,
prior to the effective date of such amalgamation or merger if they so
elect. The Corporation shall use its best efforts to provide for the
reservation and issuance by the amalgamated or continuing corporation
of an appropriate number of shares, with appropriate adjustments, so
as to give effect to the continuance of the options to the extent
reasonably practicable. In the event that the Board determines in
good faith that such continuance is not in the circumstances
practicable, it may upon 30 days' notice to optionees terminate the
options.
- 3 -
<PAGE> 4
10. CHANGE OF CONTROL
If a "change of control" of the Corporation occurs, each option
granted under this Plan may be exercised, in whole or in part, even if
such option is not otherwise exercisable by its terms. For purposes
of this paragraph 10, a change of control of the Corporation shall be
deemed to have occurred if:
a. within any period of two consecutive years, individuals who at
the beginning of such period constituted the Board and any new
directors whose appointment by the Board or nomination for
election by shareholders of the Corporation was approved by a
vote of at least a majority of the directors then still in
office who either were directors at the beginning of the
period or whose appointment or nomination for election was
previously so approved, cease for any reason to constitute a
majority of the Board;
b. there occurs an amalgamation, merger, consolidation, wind-up,
reorganization or restructuring of the Corporation with or
into any other entity, or a similar event or series of such
events, other than any such event or series of events which
results in securities of the surviving or consolidated
corporation representing 50% or more of the combined voting
power of the surviving or consolidated corporation's then
outstanding securities entitled to vote in the election of
directors of the surviving or consolidated corporation being
beneficially owned, directly or indirectly, by the persons who
were the holders of the Corporation's outstanding securities
entitled to vote in the election of directors of the
Corporation prior to such event or series of events in
substantially the same proportions as their ownership
immediately prior to such event of the Corporation's then
outstanding securities entitled to vote in the election of
directors of the Corporation;
c. 50% or more of the fixed assets (based on book value as shown
on the most recent available audited annual or unaudited
quarterly consolidated financial statements) of the
Corporation are sold or otherwise disposed of (by liquidation,
dissolution, dividend or otherwise) in one transaction or
series of transactions within any twelve month period;
d. any party, including persons acting jointly or in concert with
that party, becomes (through a take-over bid or otherwise) the
beneficial owner, directly or indirectly, of securities of the
Corporation representing 20% or more of the combined voting
power of the Corporation's then outstanding securities
entitled to vote in the election of directors of the
Corporation, unless in any particular situation the Board
determines in advance of such event that such event shall not
constitute a change of control; or
- 4 -
<PAGE> 5
e. the Board of Directors of the Corporation approves and/or
recommends that shareholders accept, approve or adopt any
transaction that would constitute a change of control under
clause b, c or d above.
11. AMENDMENT OR DISCONTINUANCE OF THIS PLAN
The Board may amend or discontinue this Plan at any time but, subject
to paragraphs 8, 9 and 10, no such amendment may increase the
aggregate maximum number of shares that may be subject to option under
this Plan, change the manner of determining the minimum option price,
extend the option period under any option beyond 10 years or, without
the consent of the optionee, alter or impair any option previously
granted to an optionee under this Plan. Amendments to the Plan
require pre-clearance of The Toronto Stock Exchange.
12. EVIDENCE OF OPTIONS
Each option granted under this Plan shall be embodied in a written
option agreement between the Corporation and the optionee which shall
give effect to the provisions of this Plan.
- 5 -
