AS FILED December 17, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTRAWEST CORPORATION
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(Exact name of registrant as specified in its charter)
British Columbia, Canada N/A
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Suite 800, 200 Burrard Street,
Vancouver, British Columbia, Canada V6C 3L6
(604) 669-9777
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(Address of Principal Executive Offices)
INTRAWEST CORPORATION STOCK OPTION PLAN
(Full title of the plan)
PTSGE Corporation
Preston Gates Ellis LLP, 701 Fifth Avenue, Suite 5000
Seattle, WA 98104-7078
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(Name and address of agent for service of process)
(206) 623-7580
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Gary J. Kocher
Preston Gates Ellis LLP
701 Fifth Avenue, Suite 5000
Seattle, Washington 98104-7078
CALCULATION OF REGISTRATION FEE
========================================================================================================
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1) price per unit (2) price (2) registration fee (3)
--------------------------------------------------------------------------------------------------------
Common Stock, 1,297,400
without par value shares $16.12 $20,914,088 $4,998.47
========================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Based on the average of the high and low share price on December 11, 2001 as
reported on the New York Stock Exchange consolidated reporting system, solely
for the purpose of calculating the registration fee pursuant to Rule 457(c) and
Rule 457(h) of the Securities Act.
(3) Determined pursuant to Section 6(b) of the Securities Act as follows:
0.0239% of $20,914,088, the proposed maximum aggregate offering price of the
securities registered hereby.
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E to Form S-8, this Registration Statement is
for the registration of 1,297,400 additional shares of common stock, without par
value, of Intrawest Corporation (the "Company"), for issuance under the
Intrawest Corporation Stock Option Plan (the "Plan"). The contents of the
original Registration Statement on Form S-8 filed in connection with the Plan on
October 30, 1998 (No. 333-66393) and a subsequently filed Registration Statement
on Form S-8 to register additional shares under the Plan (Registration No.
333-53916) are incorporated herein by reference. This Registration Statement (a)
relates to securities of the same class as those to which the prior registration
statements relate and (b) incorporates by reference the contents of the prior
registration statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION PAGE
-------------- ----------- ----
5.1 Opinion of McCarthy Tetrault LLP 5
23.1 Consent of KPMG LLP 6
23.2 Consent of McCarthy Tetrault LLP (see Exhibit 5.1)
24.1 Power of Attorney (see signature page)
2
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 12th day of December, 2001.
INTRAWEST CORPORATION
/s/ Joe S. Houssian
----------------------------------------
By: Joe S. Houssian
Its: Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel O. Jarvis his or her
attorney-in-fact, for him or her in any and all capacities, to sign any
amendments to this Registration Statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
capacities listed below on December 12, 2001.
Name Title
/s/ Joe S. Houssian Chairman of the Board, President and
--------------------------- Chief Executive Officer
Joe S. Houssian (Principal Executive Officer)
/s/ Daniel O. Jarvis Executive Vice President and
--------------------------- Chief Financial Officer and Director
Daniel O. Jarvis (Principal Financial Officer)
/s/ David C. Blaiklock Vice President and Corporate Controller
--------------------------- (Principal Accounting Officer)
David C. Blaiklock
/s/ Thomas M. Allan Director
---------------------------
Thomas M. Allan
/s/ David A. King Director
---------------------------
David A. King
/s/ Gordon H. MacDougall Director
---------------------------
Gordon H. MacDougall
3
/s/ Paul M. Manheim Director
-----------------------------
Paul M. Manheim
/s/ Paul A. Novelly Director
---------------------------
Paul A. Novelly
Director
---------------------------
Gary L. Raymond
/s/ Bernard A. Roy Director
---------------------------
Bernard A. Roy
/s/ Khaled C. Sifri Director
---------------------------
Khaled C. Sifri
Director
---------------------------
Hugh R. Smythe
/s/ Nicholas C. H. Villiers Director
---------------------------
Nicholas C. H. Villiers
4