As filed with the Securities and Exchange Commission No. 333-
on June 3, 2005 Registration
===============================================================================
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) 697-8029
(Address of Principal Executive Offices)
__________________________
TELUS Corporation Management Share Option Plan, as Amended and Restated
(Full Title of the Plans)
__________________________
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 6,000,000 $31.91 $191,460,000 $22,534.84
Management Share Shares
Option Plan
(formerly the TELUS
Corporation Share
Option and
Compensation Plan),
as amended and
restated (the
"Option 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 Option 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 Option 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 27, 2005.
EXPLANATORY NOTE
The purpose of this Registration Statement is to reflect the change in
the name of the TELUS Corporation Share Option and Compensation Plan to the
TELUS Corporation Management Share Option Plan (the "Option Plan") (the new
name is reflected on the cover page) and to register additional non-voting
shares for issuance under the Registrant's Option Plan. 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, the contents of the
Registrant's Registration Statement on Form S-8 (File No. 333-110964) filed
with the Commission on December 5, 2003, the contents of the Registrant's
Registration Statement on Form S-8 (File No. 333-115750) filed with the
Commission on May 21, 2004 and the contents of the Registrant's Registration
Statement on Form S-8 (File No. 333-121629) filed with the Commission on
December 23, 2004 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:
The Registrant's Annual Report on Form 40-F for the year ended
December 31, 2004.
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.
The Registrant's audited consolidated financial statements as at and
for the year ended December 31, 2004 incorporated by reference in this
Registration Statement have been audited by Deloitte & Touche LLP, independent
public accountants, as indicated in their report with respect thereto in
reliance upon the authority of said included firm as experts in accounting and
auditing in giving said report.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
----------- ----------------------
5.1 Opinion of Farris, Vaughn, Wills & Murphy LLP.
10.1 TELUS Corporation Management Share Option Plan, as amended
and restated.
23.1 Consent of Farris, Vaughn, Wills & Murphy LLP (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 has been signed on its behalf by the undersigned,
thereunto duly authorized in the City of Vancouver, Province of British
Columbia, Country of Canada, on this 3rd day of June, 2005.
TELUS CORPORATION
By: /s/ Audrey T. Ho
---------------------------------------
Name: Audrey T. Ho
Title: Vice President, Legal Services,
General Counsel and 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,
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 3rd day of June, 2005.
Name Title
---- -----
/s/ Darren Entwistle Director, President and Chief
----------------------------- Executive Officer (Principal
Darren Entwistle Executive Officer)
----------------------------- Executive Vice President and Chief
Robert G. McFarlane Financial Officer (Principal
Financial and Accounting Officer)
/s/ Brian A. Canfield Chairman
-----------------------------
Brian A. Canfield
/s/ R.H. (Dick) Auchinleck Director
-----------------------------
R.H. (Dick) Auchinleck
/s/ A. Charles Baillie Director
-----------------------------
A. Charles Baillie
/s/ Micheline Bouchard Director
-----------------------------
Micheline Bouchard
----------------------------- Director
R. John Butler
/s/ Ruston E. T. Goepel Director
-----------------------------
Ruston E. T. Goepel
/s/ John S. Lacey Director
-----------------------------
John S. Lacey
/s/ Brian F. MacNeill Director
-----------------------------
Brian F. MacNeill
/s/ Ronald P. Triffo Director
-----------------------------
Ronald P. Triffo
/s/ Donald Woodley Director
-----------------------------
Donald Woodley
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
5.1 Opinion of Farris, Vaughn, Wills & Murphy LLP.
10.1 TELUS Corporation Management Share Option Plan, as amended
and restated.
23.1 Consent of Farris, Vaughn, Wills & Murphy LLP (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 3rd day
of June, 2005.
/s/ Gregory S. Lavelle
----------------------
Name: Gregory S. Lavelle