As filed with the Securities and Exchange Commission on March 3, 2003
Registration No. 333-
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) 432-2151
(Address of Principal Executive Offices)
__________________________
TELUS Corporation Share Option and Compensation 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:
Phyllis G. Korff, 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 Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Per Aggregate Offering Registration
Name of Plan Registered Registered(1) Share(2) Price(2) Fee(2)
========================== =================== =================== ===================== ===================== =================
TELUS Corporation Share Non-Voting Shares 1,300,000 $ 11.07 $14,391,000 $1,164.23
Option and Compensation
Plan, as amended and
restated (the "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 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 February 25, 2003.
EXPLANATORY NOTE
The purpose of this Registration Statement is to register additional
non-voting shares for issuance under the Registrant's Share Option and
Compensation Plan, as amended and restated. 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, 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 Reports of Foreign Issuer on Form 6-K dated July
15, 2002, August 1, 2002, August 8, 2002, September 16, 2002, November 5,
2002, December 17, 2002 and February 14, 2003; and
(2) The Registrant's Annual Report on Form 40-F for the year ended
December 31, 2001.
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, 2001 incorporated by reference in this
Registration Statement have been audited by Arthur Andersen 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. The Registrant has not been able to obtain,
after reasonable efforts, the written consent of Arthur Andersen to naming it
in the Registration Statement, as having certified the Registrant's audited
consolidated
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financial statements as at and for the year ended December 31, 2001 as
required by Section 7 of the Securities Act of 1933, as amended (the
"Securities Act"), and the Registrant has dispensed with the requirement to
file their consent in reliance on Rule 437a promulgated under the Securities
Act. As a result, the ability of a participant in the Plan to assert claims
against Arthur Andersen may be limited. Since the Registrant has not been able
to obtain the written consent of Arthur Andersen, a participant in the Plan
will not be able to recover against Arthur Andersen under Section 11 of the
Securities Act for any untrue statements of a material fact contained in the
financial statements audited by Arthur Andersen or any omissions to state a
material fact required to be stated therein.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
----------- ----------------------
5.1 Opinion of Farris, Vaughn, Wills & Murphy.
10.1 TELUS Corporation Share Option and Compensation Plan, as
amended and restated.
23.1 Consent of Farris, Vaughn, Wills & Murphy (included in
Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereto).
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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 Burnaby, Province of British
Columbia, Country of Canada, on this 3rd day of March, 2003.
TELUS CORPORATION
By: /s/ James W. Peters
--------------------------------
Name: James W. Peters
Title: Executive Vice President,
Corporate Affairs & General
Counsel and Corporate Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Darren Entwistle, Robert G. MacFarlane
and James W. Peters 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 March, 2003.
Name Title Date
---- ----- ----
/s/ Darren Entwistle
------------------------- Director, President and Chief Executive March 3, 2003
Darren Entwistle Officer (Principal Executive Officer)
/s/ Robert G. McFarlane
------------------------- Executive Vice President and Chief March 3, 2003
Robert G. McFarlane Financial Officer (Principal Financial
and Accounting Officer)
/s/ Brian A. Canfield
------------------------- Director March 3, 2003
Brian A. Canfield
/s/ R. John Butler
------------------------- Director March 3, 2003
R. John Butler
------------------------- Director
Peter D. Charbonneau
------------------------- Director
G. N. (Mel) Cooper
/s/ Alfred C. Giammarino
------------------------- Director March 3, 2003
Alfred C. Giammarino
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/s/ Iain J. Harris
------------------------- Director March 3, 2003
Iain J. Harris
------------------------- Director
John S. Lacey
/s/ Brian F. MacNeill
------------------------- Director March 3, 2003
Brian F. MacNeill
/s/ Lawrence A. Pentland
------------------------- Director March 3, 2003
Lawrence A. Pentland
/s/ Daniel C. Petri
------------------------- Director March 3, 2003
Daniel C. Petri
/s/ Ronald P. Triffo
------------------------- Director March 3, 2003
Ronald P. Triffo
/s/ Donald Woodley
------------------------- Director March 3, 2003
Donald Woodley
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
5.1 Opinion of Farris, Vaughn, Wills & Murphy.
10.1 TELUS Corporation Share Option and Compensation Plan, as
amended and restated.
23.1 Consent of Farris, Vaughn, Wills & Murphy (included in
Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereto).
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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 March, 2003.
/s/ Donald J. Puglisi
----------------------------
Name: Donald J. Puglisi
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