Registration No. 333-19215
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Potash Corporation of Saskatchewan Inc.
(Exact name of the registrant as specified in its charter)
Saskatchewan
(State or other jurisdiction of incorporation or organization)
1474
(Primary standard industrial classification code number)
N/A
(I.R.S. employer identification no.)
122 - 1st Avenue South
Saskatoon, Saskatchewan, Canada S7K 7G3
306-933-8500
(Address and telephone number of the registrant's principal executive offices)
Stock Option Plan -- Officers and Key Employees
and
Stock Option Plan -- Directors
(Full titles of the plans)
Charles E. Childers
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 Avenue, N.W.
Washington, D.C. 20036-5339
<PAGE>PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Number Description of Document
4(a)The registrant's Stock Option Plan -- Officers and Key Employees.
4(b)The registrant's Stock Option Plan -- Directors.
<PAGE>
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 6th day of
October, 1997.
Potash Corporation of Saskatchewan Inc.
By: /s/Barry E. Humphreys
Senior Vice President, Finance and Treasurer
<PAGE>
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 October 6, 1997.
*_________________________________
Charles E. Childers
Chairman of the Board, President and Chief Executive Officer
/s/Barry E. Humphreys
Senior 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
<PAGE>
*_________________________________
Donald E. Phillips
Director
*_________________________________
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
President
- ------------------------------------
*By: /s/Barry E. Humphreys, pursuant
to Power of Attorney
<PAGE>EXHIBIT INDEX
Exhibit Number Description of Document
4(a)The registrant's Stock Option Plan -- Officers and Key Employees.
4(b)The registrant's Stock Option Plan -- Directors.
<PAGE>Exhibit 4(a)
<PAGE>
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.
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 and any other optionees designated by the Board, 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 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
d.each option is personal to the optionee and is not assignable, except
(i) as provided in the preceding clause a, and (ii) at the election of the
Board, an option may be assignable to the spouse, children and grandchildren
of the original optionee and to a trust, partnership or limited liability
company, the entire beneficial interest of which is held by one or more of the
foregoing.
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.
If an option is assigned pursuant to the preceding subclause (ii) of clause d,
the references in the preceding clauses a, b and c to the termination of
employment or death of an optionee shall not relate to the assignee of an
option but shall relate to the original optionee. In the event of such
assignment, legal personal representatives of the original optionee shall not
be entitled to exercise the assigned option, but the assignee of the option or
the legal personal representatives of the assignee may exercise the option
during the applicable specified period.
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.
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
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 holder of the
option, 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 and the Montreal 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.
<PAGE>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.
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 and any other optionees designated by the Board, 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
(i) as provided in the preceding clause a, and (ii) at the election of the
Board, an option may be assignable to the spouse, children and grandchildren
of the original optionee and to a trust, partnership or limited liability
company, the entire beneficial interest of which is held by one or more of the
foregoing.
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.
If an option is assigned pursuant to the preceding subclause (ii) of clause d,
the references in the preceding clauses a, b and c to ceasing to be a director
or death of an optionee shall not relate to the assignee of an option but
shall relate to the original optionee. In the event of such assignment, legal
personal representatives of the original optionee shall not be entitled to
exercise the assigned option, but the assignee of the option or the legal
personal representatives of the assignee may exercise the option during the
applicable specified period.
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.
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
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 holder of the
option, 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 and the Montreal 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.
