UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
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TRANSCANADA
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Canada
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Not
Applicable
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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450
– 1st
Street S.W.
Calgary,
Alberta, T2P 5H1, Canada
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(Address
of Principal Executive Offices) (Zip Code)
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Non
Union Plan #46840 – TransCanada 401(k) and Savings Plan
Union
486 Plan #81732 – TransCanada 401(k) and Savings IBEW 486
Plan
Union
1245 Plan #49213 – TransCanada 401(k) and Savings IBEW 1245
Plan
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(Full
title of the plan)
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TransCanada
USA Services Inc., 13710 FNB Parkway,
Omaha,
Nebraska 68154-5200
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(Name
and address of agent for service)
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(877)
290-2772
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(Telephone
number, including area code, of agent for
service)
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer þ Accelerated
filer ¨
Non-accelerated
filer ¨ (Do
not check if a smaller reporting company) Smaller reporting
company ¨
CALCULATION
OF REGISTRATION FEE
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Title
of Securities to be Registered
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Proposed
Maximum Aggregate
Offering
Price
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Amount
of
registration
fee
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Common
Shares(1)
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$5,000,000(2)
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$196.50
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Notes:
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1.
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Pursuant
to Rule 416(c) under the Securities Act of 1933 ("Securities Act"), this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the
plans.
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2.
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Pursuant
to Rule 457(o) under the Securities Act of 1933, the registrant is
registering common shares with a maximum aggregate offering price of
$5,000,000.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information
Item
2. Registrant Information and Employee Plan Annual
Information
The
documents containing the information specified in Part I of Form S-8 have been
or will be sent to employees as specified by Rule 428(b)(1) under the Securities
Act of 1933.
PART
II
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation
of Documents by Reference.
The following documents, filed with the
Securities and Exchange Commission ("SEC") by the Registrant, with the SEC are
incorporated in this Registration Statement by reference and shall be deemed to
be a part hereof:
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(a)
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Annual
Report on Form 40-F for the year ended December 31, 2007 filed by the
Registrant;
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(b)
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The
following documents filed as exhibits to the Form 6-K report filed on
April 25, 2008 by the Registrant:
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(i)
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Management's
Discussion and Analysis of Financial Condition and Results of Operations
of the Registrant as at and for the period ended March 31,
2008;
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(ii)
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Consolidated
comparative interim unaudited financial statements of the Registrant for
the period ended March 31, 2008;
and
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(iii)
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Unaudited
related supplemental note entitled "Reconciliation to United States GAAP"
as at March 31, 2008 and December 31, 2007 and for the three month periods
ended March 31, 2008 and 2007;
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(c)
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The
description of the Registrant's common stock contained in the Management
Proxy Circular of the Registrant dated February 25, 2008 (filed as part of
a Form 6-K report filed on February 27,
2008).
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All documents subsequently filed by the
Registrant, the Non Union Plan #46840 – TransCanada 401(k) and Savings Plan, the
Union 486 Plan #81732 – TransCanada 401(k) and Savings IBEW 486 Plan and the
Union 1245 Plan #49213 – TransCanada 401(k) and Savings IBEW 1245 Plan with the
Securities and Exchange Commission in the Registrant’s periodic reports on Form
6-K or annual reports on Form 40-F, and any other documents filed with or
furnished to the SEC pursuant to Sections 13(a), 13(c) or 15(d) of the
Securities Exchange Act of 1934, as amended (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 herein by reference and shall be deemed a part
hereof from the date of filing of such documents, if and to the extent expressly
provided in such reports.
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 124
of the Canada Business Corporation Act ("CBCA") and Section 6 of By-Law
No. 1 of TransCanada Corporation ("TransCanada") provide for the
indemnification of directors and officers of TransCanada. Under these
provisions, TransCanada shall indemnify a director or officer of TransCanada, a
former director or officer, and may indemnify an individual who acts or acted at
TransCanada's request as a director or officer or in a similar capacity of
another entity (collectively, an "Indemnified Person") against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by the Indemnified Person in respect of any civil,
criminal, administrative, investigative or other proceeding (other than in
respect to an action by or on behalf of TransCanada to procure a judgment in its
favor) in which the individual is involved because of that association with
TransCanada or other entity, if the Indemnified Person fulfills the following
two conditions: (a) he or she acted honestly and in good faith with a view
to the best interests of TransCanada or in the best interests of such other
entity as applicable and (b) in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, he or she had
reasonable grounds for believing that his or her conduct was lawful. In respect
of an action by or on behalf of TransCanada or such other entity to procure a
judgment in its favor, TransCanada, with the approval of a court, may indemnify
an Indemnified Person against all costs, charges and expenses reasonably
incurred by him or her in connection with such action if he or she fulfills the
conditions set out in clauses (a) and (b) of the previous sentence.
Notwithstanding the foregoing, an Indemnified Person is entitled to
indemnification from TransCanada in respect of all costs, charges and expenses
reasonably incurred by him or her in connection with the defense of any civil,
criminal, administrative, investigative or other proceeding to which he or she
is made a party by reason of his or her association with TransCanada or such
other entity if he or she fulfills the conditions in clauses (a)
and (b) of this paragraph and was not judged by the court or other
competent authority to have committed any fault or omitted to do anything that
the individual ought to have done.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers or controlling persons of the Registrant
pursuant to the provisions described above, 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 of
1933 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 of 1933 and will be governed by the final adjudication of
such issue.
TransCanada
maintains directors' and officers' liability insurance with policy limits of
$175 million in the aggregate, subject to a deductible in respect of
corporate reimbursement of $5,000,000 for each loss and an additional policy
limit of $25 million for non-indemnifiable losses only. Generally,
under this insurance TransCanada is reimbursed for payments in excess of the
deductible made under corporate indemnity provisions on behalf of its directors
and officers. Individual
directors and officers (or their heirs and legal representatives) are
covered for losses arising during the performance of their duties for which they
are not indemnified by TransCanada. Major exclusions from coverage include
claims arising from illegal acts, those acts which result in illegal personal
profit, violation of any fiduciary duty under the United States of America
Employee Retirement Income Security Act of 1974,
pollution damage (except for resultant shareholder actions) and claims brought
by a director or officer against TransCanada, or another director or officer or
by TransCanada against a director or officer except for shareholder derivative
actions.
The
foregoing is a description of the provisions of Section 124 of the CBCA and
TransCanada's By-Law No. 1 regarding indemnification of directors and
officers of TransCanada and TransCanada's directors' and officers' liability
insurance in effect.
Item 7. Exemption
from Registration Claimed.
Not
applicable. The registrant hereby undertakes that it will submit or
has submitted each of the plans to which this registration statement relates,
and any amendments thereto, to the U.S. Internal Revenue Service (the “IRS”) in
a timely manner and has made or will make all changes required by the IRS in
order to qualify such plans under Section 401 of the U.S. Internal Revenue
Code.
Item 8. Exhibits.
Exhibit
23 Consent of KPMG, LLP
Exhibit
24 Powers of Attorney (included on the signature page of this
registration statement).
Item 9. Undertakings.
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a.
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Rule 415
Offering
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The
undersigned registrant hereby
undertakes:
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
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To
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;
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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 value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum 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 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
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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;
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Provided however,
that:
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Paragraphs
(a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration
statement is on Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
and
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Paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the
registration statement is on Form S-3 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration
statement.
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C.
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Provided
further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is for an offering of asset-backed securities
on Form S-1 or Form S-3, and the information required to be included in a
post-effective amendment is provided pursuant to Item 1100(c) of
Regulation AB.
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That,
for the purpose of determining any liability under the Securities Act of
1933, 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.
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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.
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That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
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If
the registrant is relying on Rule
430B:
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Each
prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x)
for the purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective date;
or
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If
the registrant is subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of
and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to
such date of first use.
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That,
for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such
purchaser:
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
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Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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Filings incorporating
subsequent Exchange Act documents by
reference.
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The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.
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1.
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Request for acceleration of
effective date or filing of registration statement becoming effective upon
filing.
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
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 Calgary, in the Province
of Alberta, on
June 11,
2008
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TRANSCANADA
CORPORATION
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By:
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/s/ HAROLD
N. KVISLE
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Harold
N. Kvisle
President
and Chief Executive Officer and
Director
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POWER OF
ATTORNEY
Each
person whose signature appears below constitutes and appoints each of Harold N.
Kvisle, Gregory A. Lohnes, and Donald J. DeGrandis 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 attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
This
Power of Attorney may be executed in multiple counterparts, each of which shall
be deemed an original, but which taken together shall constitute one
instrument.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities on June 11,
2008.
TRANSCANADA
CORPORATION
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By:
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/s/ Harold N.
Kvisle
Harold
N. Kvisle
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President
and Chief Executive Officer
and
Director
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By:
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/s/ Gregory A.
Lohnes
Gregory
A. Lohnes
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Executive
Vice-President
and
Chief Financial Officer
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By:
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/s/ G. Glenn
Menuz
G.
Glenn Menuz
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Vice-President
and Controller
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By:
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/s/ Kevin E.
Benson
Kevin
Benson
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Director
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By:
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/s/ Derek H.
Burney
Derek
H. Burney
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Director
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By:
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/s/ Wendy K.
Dobson
Wendy
K. Dobson
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Director
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By:
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/s/ E. Linn
Draper
E.
Linn Draper
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Director
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By:
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/s/ Paule
Gauthier
Paule
Gauthier
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Director
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By:
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/s/ Kerry L.
Hawkins
Kerry
L. Hawkins
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Director
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By:
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/s/ S. Barry
Jackson
S.
Barry Jackson
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Director
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By:
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/s/ Paul L.
Joskow
Paul
L. Joskow
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Director
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By:
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/s/ John A.
MacNaughton
John
A. MacNaughton
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Director
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By:
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/s/ David P.
O’Brien
David
P. O’Brien
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Director
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By:
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/s/ W. Thomas
Stephens
W.
Thomas Stephens
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Director
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By:
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/s/ D. Michael G.
Stewart
D.
Michael G. Stewart
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Director
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EXHIBIT
INDEX
Exhibit
23 Consent of KPMG,
LLP
Exhibit
24 Powers of Attorney
(included on the signature page of this registration
statement).
Exhibit
23
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in the Registration Statement, dated
June 18, 2008 on
Form S-8
of:
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·
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our
auditors’ report dated February 25, 2008 on the consolidated balance
sheets of TransCanada Corporation as at December 31, 2007 and 2006 and the
consolidated statements of income, comprehensive income, accumulated other
comprehensive income, shareholders’ equity and cash flows for each of the
years in the three-year period ended December 31,
2007,
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·
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our
Comments by Auditors for United States Readers on Canada-United States
Reporting Differences, dated February 25,
2008,
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·
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our
auditors’ report on the reconciliation to United States GAAP dated
February 25, 2008, and
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·
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our
Report of Independent Registered Public Accounting Firm dated February 25,
2008 on the Company’s internal control over financial reporting as of
December 31, 2007,
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each of
which appears in TransCanada Corporation’s Annual Report on Form 40-F for the
year ended December 31, 2007.
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/s/
KPMG LLP
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Chartered
Accountants
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Calgary,
Canada
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June
18, 2008
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