<PAGE> 1
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Price Aggregate Amount of
Title of Each Class of to be Per Unit(1) Offering Registration
Securities to be Registered Registered Price(1) Fee
<S> <C> <C> <C> <C>
Common Shares,
no par value 1,000,000 shares $83.8125 $83,812,500 $25,398
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee,
based upon the average of the high and low prices reported on the New
York Stock Exchange Composite Tape on December 30, 1996, pursuant to
Rule 457(f) under the Securities Act of 1933. Each of the registrant's
Common Shares being registered hereby initially includes one Right of
the registrant. Prior to the occurrence of certain events, such Rights
will not be exercisable or evidenced separately from the registrant's
Common Shares. No separate consideration will be received for the
Rights.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by the registrant with the Commission,
are incorporated by reference in this Prospectus:
1. The Annual Report on Form 10-K of Potash Corporation of
Saskatchewan Inc. ("PCS") for the fiscal year ended December 31, 1995.
2. PCS's Quarterly Reports on Form 10-Q for the periods ended March
31, 1996, June 30, 1996, and September 30, 1996.
3. PCS's Current Report on Form 8-K dated September 11, 1996.
4. Description of PCS's Common Shares and Rights contained in PCS's
Registration Statement on Form S-4 filed with the Commission on
December 13, 1996 (Registration No. 333-17841).
All documents filed by PCS pursuant to Section 13(a), 13(c), 14, or 15(d) of
the Exchange Act, subsequent to the date of this Registration Statement and
prior to the termination of the subject offering, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein 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 subsequently filed document that also is or is deemed to be incorporated by
reference herein 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 119 of The Business Corporations Act (Saskatchewan) authorizes
corporations to indemnify past and present directors and officers for
liabilities incurred in connection with their services as such (including
expenses and settlement payments) if the director or officer acted honestly and
in good faith with a view to the best interests of the corporation and, in the
case of a criminal or administrative proceeding, if the director or officer had
reasonable grounds for believing his or her conduct was lawful. In the case of
a suit by or on behalf of the corporation, a court must approve the
indemnification.
Section 10.04 of the registrant's Bylaws provides that the registrant shall
indemnify directors and officers to the extent permitted by law.
The registrant has entered into agreements with its directors and officers
(each an "Indemnitee") to indemnify the Indemnitee, to the extent permitted by
law and subject to certain limitations, against all costs reasonably incurred
by an Indemnitee in an action or proceeding to which the Indemnitee was made a
party by reason of the Indemnitee being an officer and/or director of (i) the
registrant or (ii) if at the request of the registrant, of an
-II-1-
<PAGE> 4
organization of which the registrant is a shareholder or creditor.
The registrant maintains insurance policies relating to certain liabilities
that its directors and officers may incur in such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
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;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
amount of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Securities
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new
-II-2-
<PAGE> 5
registration statement relating to the securities offered therein, and that
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
-II-3-
<PAGE> 6
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 caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Saskatoon, Province of Saskatchewan, Canada, on
December 31, 1996.
Potash Corporation of Saskatchewan Inc.
By: /s/ Charles E. Childers
-------------------------------
Charles E. Childers
Chief Executive Officer
<PAGE> 7
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Charles E.
Childers and Barry E. Humphreys his or her true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all Amendments (including post-effective Amendments)
to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing appropriate or necessary to be done in connection therewith, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
/s/ Charles E. Childers
- ---------------------------------
Charles E. Childers
Chairman of the Board, President and Chief Executive Officer
December 31, 1996
/s/ Barry E. Humphreys
- ---------------------------------
Barry E. Humphreys
Sr. Vice President, Finance and Treasurer
(Principal Financial and Accounting Officer)
December 31, 1996
/s/ Isabel B. Anderson
- ---------------------------------
Isabel B. Anderson
Director
December 31, 1996
/s/ Douglas J. Bourne
- ---------------------------------
Douglas J. Bourne
Director
December 31, 1996
/s/ Denis J. Cote
- ---------------------------------
Denis J. Cote
Director
December 31, 1996
<PAGE> 8
_________________________________
William J. Doyle
Director
_________________________, 1996
/s/ Willard Z. Estey
- ---------------------------------
Hon. Willard Z. Estey, Q.C.
Director
December 31, 1996
/s/ Dallas J. Howe
- ---------------------------------
Dallas J. Howe
Director
December 31, 1996
/s/ James F. Lardner
- ---------------------------------
James F. Lardner
Director
December 31, 1996
/s/ Donald E. Phillips
- ---------------------------------
Donald E. Phillips
Director
December 31, 1996
/s/ Paul Schoenhals
- ---------------------------------
Paul Schoenhals
Director
December 31, 1996
/s/ Daryl K. Seaman
- ---------------------------------
Daryl K. Seaman
Director
December 31, 1996
/s/ E. Robert Stromberg
- ---------------------------------
E. Robert Stromberg, Q.C.
Director
December 31, 1996
<PAGE> 9
/s/ Jack G. Vicq
- ---------------------------------
Jack G. Vicq
Director
December 31, 1996
/s/ Barrie A. Wigmore
- ---------------------------------
Barrie A. Wigmore
Director
December 31, 1996
_________________________________
Paul S. Wise
Director
_________________________, 1996
Authorized Representative in the United States
PCS Phosphate Company, Inc.
By: /s/ Thomas J. Wright
------------------------------
Thomas J. Wright
Executive Vice President
December 31, 1996
<PAGE> 10
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.
4(c) Shareholders Rights Agreement dated November 10, 1994, as
amended on March 28, 1995, and May 4, 1995, and approved by
shareholders on May 11, 1995, incorporated by reference to
Exhibit 4(a) to the registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (the "Form 10-K").
5 Opinion of Robertson Stromberg.
23(a) Consent of Robertson Stromberg, included in Exhibit 5.
23(b) Consent of Deliotte & Touche
24 Power of Attorney, included on signature pages.
<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 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.
- 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 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.
- 5 -
<PAGE> 1
[ROBERTSON STROMBERG LETTERHEAD]
EXHIBIT 5
December 31, 1996
Potash Corporation of Saskatchewan Inc.
#500, 122 - 1st Avenue South
Saskatoon SK S7K 7G3
Ladies and Gentlemen:
We have acted as counsel to Potash Corporation of Saskatchewan Inc. (the
"Company") with respect to the Company's Registration Statement on Form S-8
(the "Registration Statement") filed with the Securities and Exchange
Commission in connection with the registration, under the Securities Act of
1933, as amended, by the Company of an aggregate of 1,000,000 shares of its
common stock (the "Shares") issuable upon exercise of stock options granted
under the stock option plans of the Company (collectively, the "Plans").
In connection with this opinion letter, we have examined the originals or
copies certified or otherwise identified to our satisfaction of the
Registration Statement and such other records, documents, certificates,
agreements, or other instruments and have made such other inquiries, all as we
deemed necessary to enable us to render the opinions expressed below.
Based on the foregoing, we of the opinion that the Shares have been duly and
validly authorized for issuance and, when issued in accordance with the terms
of the Plans, will be validly issued, fully paid and non-assessable.
We consent to the inclusion of this opinion as part of the Registration
Statement and to the reference to our firm therein. In giving this consent, we
do not admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules promulgated
thereunder.
Yours truly,
Robertson Stromberg
ROBERTSON STROMBERG
<PAGE> 1
[DELOITTE & TOUCHE LETTERHEAD]
EXHIBIT 23B
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
POTASH CORPORATION OF SASKATCHEWAN INC.
We hereby consent to the incorporation of our report dated February 12, 1996,
incorporated by reference in the Annual Report on Form 10-K of Potash
Corporation of Saskatchewan Inc. ("PCS") for the year ended December 31, 1995,
into PCS's Registration Statement on Form S-8 for the registration of 1,000,000
of its Common Shares.
Deloitte & Touche
DELOITTE & TOUCHE
Chartered Accountants
Saskatoon, Saskatchewan, Canada
December 31, 1996
