As filed with the Securities and Exchange Commission on May 21, 2004
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
TELUS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
British Columbia, Canada N/A
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
__________________________
555 Robson Street
Vancouver, British Columbia V6B 3K9
Canada
(604) 697-8044
(Address of Principal Executive Offices)
__________________________
TELUS Corporation Employee Stock Option Plan, as Amended and Restated
(Full Title of the Plan)
__________________________
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 590-9200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
_________________________
With Copy To:
Richard B. Aftanas, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Time Square
New York, New York 10036
(212) 735-3000
_________________________
CALCULATION OF REGISTRATION FEE
====================== ================ ================ ================== ================== ==============
Title of Class
of Securities Proposed Maximum Proposed Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Name of Plan Registered Registered(1) Per Share(2) Offering Price(2) Fee(2)
====================== ================ ================ ================== ================== ==============
TELUS Corporation Non-Voting 2,100,000 $15.50 $32,539,500 $4,122.70
Employee Stock Shares
Option Plan, as
amended and restated
(the "Employee Plan")
====================== ================ ================ ================== ================== ==============
(1) Together with an indeterminate number of ordinary non-voting shares that
may be necessary to adjust the number of shares reserved for issuance pursuant
to the Employee Plan (the "Plan") as a result of a stock split, stock dividend
or similar adjustment of the outstanding shares of TELUS Corporation (the
"Registrant" or the "Corporation"). Such indeterminable number of additional
non-voting shares as may be issuable pursuant to the operation of the
recapitalization and adjustment provisions of the Plan are also registered
hereby.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the
basis of the average of the high and low sale prices of the Corporation's
non-voting shares as reported on the New York Stock Exchange on May 18,
2004.
EXPLANATORY NOTE
The purpose of this Registration Statement is to register additional
non-voting shares for issuance under the Registrant's Plans. In accordance
with General Instruction E of Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 (File No. 333-13526) filed with the
Securities and Exchange Commission (the "Commission") on May 17, 2001, the
contents of the Registrant's Registration Statement on Form S-8 (File No.
333-103562) filed with the Commission on March 3, 2003 and the contents of the
Registrant's Registration Statement on Form S-8 (File No. 333-110964) filed
with the Commission on December 5, 2003, are incorporated herein by reference
and the information required by Part II is omitted, except as supplemented by
the information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Commission by the Registrant,
TELUS Corporation, a company organized under the laws of the province of
British Columbia, Canada, pursuant to the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement:
(1) The Registrant's Annual Report on Form 40-F for the year ended
December 31, 2003; and
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained 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 other subsequently
filed document which also is incorporated or 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 8. Exhibits.
Exhibit No. Description of Exhibit
----------- ----------------------
5.1 Opinion of Farris, Vaughan, Wills & Murphy.
10.1 TELUS Corporation Employee Stock Option Plan, as
amended and restated.
23.1 Consent of Farris, Vaughan, Wills & Murphy
(included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche, LLP.
24.1 Power of Attorney (included on the signature page
hereto).
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 Vancouver, Province of British
Columbia, Country of Canada, on this 21st day of May, 2004.
TELUS CORPORATION
By: /s/ Audrey T. Ho
--------------------------------------------
Name: Audrey T. Ho
Title: Vice President,
Legal Services & General Counsel &
Deputy Corporate Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Darren Entwistle, Robert G. McFarlane,
James W. Peters and Audrey T. Ho and each of them, his true and lawful
attorney-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and 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, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof. This power of attorney may be
executed in counterparts.
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 21st day of May, 2004.
Name Title Date
---- ----- ----
/s/ Darren Entwistle Director, President and Chief May 21, 2004
------------------------------------ Executive Officer (Principal
Darren Entwistle Executive Officer)
/s/ Robert G. McFarlane Executive Vice President and May 21, 2004
------------------------------------ Chief Financial Officer
Robert G. McFarlane (Principal Financial and
Accounting Officer)
/s/ Brian A. Canfield Chairman May 21, 2004
------------------------------------
Brian A. Canfield
/s/ R. H. Auchinleck Director May 21, 2004
------------------------------------
R. H. (Dick) Auchinleck
/s/ A. Charles Baillie Director May 21, 2004
------------------------------------
A. Charles Baillie
/s/ Micheline Bouchard Director May 21, 2004
------------------------------------
Micheline Bouchard
/s/ R. John Butler Director May 21, 2004
------------------------------------
R. John Butler
/s/ Peter D. Charbonneau Director May 21, 2004
------------------------------------
Peter D. Charbonneau
/s/ John S. Lacey Director May 21, 2004
------------------------------------
John S. Lacey
/s/ John J. Lack Director May 21, 2004
------------------------------------
John J. Lack
/s/ Brian F. MacNeill Director May 21, 2004
------------------------------------
Brian F. MacNeill
Director May 21, 2004
------------------------------------
Daniel C. Petri
/s/ Ronald P. Triffo Director May 21, 2004
------------------------------------
Ronald P. Triffo
Director May 21, 2004
------------------------------------
Donald P. Woodley
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
5.1 Opinion of Farris, Vaughan, Wills & Murphy.
10.1 TELUS Corporation Employee Stock Option Plan, as
amended and restated.
23.1 Consent of Farris, Vaughan, Wills & Murphy
(included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche, LLP.
24.1 Power of Attorney (included on the signature page
hereto).
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the authorized representative has duly caused this Registration
Statement to be signed on its behalf by the undersigned, solely in its
capacity as the duly authorized representative of TELUS Corporation in the
United States, in the State of Delaware, Country of the United States of
America, on the 21st day of May, 2004.
By: /s/ Donald J. Puglisi
--------------------------------------
Name: Donald J. Puglisi