As filed with the Securities and Exchange Commission on May 16, 2007.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IVANHOE ENERGY INC.
(Exact name of registrant as specified in its charter)
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Yukon, Canada |
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98-0372143 |
Suite 654, 999 Canada Place
Vancouver, British Columbia, Canada V6C 3E1
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Employees’ and Directors’ Equity Incentive Plan
(Full title of the plan)
Beverly A. Bartlett
Ivanhoe Energy Inc.
Suite 654, 999 Canada Place
Vancouver, British Columbia
Canada V6C 3E1
(Name and address of agent for service)
(604) 331-9803
(Telephone number, including area code, of agent for service)
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Copies to:
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Beverly A. Bartlett Ivanhoe Energy Inc. Suite 654, 999 Canada Place Vancouver, British Columbia Canada V6C 3E1 |
Andrew J. Foley Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 |
Paul L. Goldman Goodmans LLP 355 Burrard Street, Suite 1900 Vancouver, British Columbia |
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
Proposed Maximum |
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Common Shares, no par value |
4,000,000 shares |
$1.84 |
$7,360,000 |
$225.95 |
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(1) |
This Registration shall, in accordance with Rule 416 under the Securities Act of 1933, as amended, be deemed to cover such additional shares as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
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(2) |
Represents additional Common Shares reserved for issuance under the Employees’ and Directors’ Equity Incentive Plan. |
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(3) |
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Common Shares as reported on the Nasdaq Capital Market on May 14, 2007, a date within five business days of the filing of this Registration Statement. |
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(4) |
Registration fees were previously paid for the registration of 20,000,000 common shares (File Nos. 333-12976 and 333-113054) under the Employees’ and Directors’ Equity Incentive Plan. The fee being paid herewith pertains to an aggregate of 4,000,000 common shares issuable under the Employees’ and Directors’ Equity Incentive Plan. |
EXPLANATORY NOTE UNDER GENERAL INSTRUCTION E –
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, the registrant, Ivanhoe Energy Inc. (the “Registrant”), is filing this registration statement to (i) register an additional 4,000,000 Common Shares, no par value (the “Common Shares”), issuable under its Employees’ and Directors’ Equity Incentive Plan (the “Plan”) and (ii) file a revised Plan as Exhibit 4.1. On December 8, 2000, the Registrant filed a registration statement (the “Original Registration Statement”) on Form S-8 (File No. 333-12976) with respect to the issuance of Common Shares under the Plan. On February 24, 2004, the Registrant registered on Form S-8 (File No. 333-113054) (the “2004 Registration Statement”) additional Common Shares for issuance under the Plan. The contents of the Original Registration Statement and the 2004 Registration Statement are hereby incorporated in this registration statement by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
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Item 1. |
Plan Information |
The information required by Item 1 is included in documents sent or given to participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).
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Item 2. |
Registrant Information and Employee Plan Annual Information |
The written statement required by Item 2 is included in documents sent or given to participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act. The Registrant will provide to the participants in the Plan a written statement advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference herein, as required by Item 2 of Part I of Form S-8. The statement indicates the availability without charge, upon written or oral request, of other documents required to be delivered to employees pursuant to Rule 428(b). The statement includes the address (giving title or department) and telephone number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 8. |
Exhibits |
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Exhibit |
Description | ||
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4.1 |
Amended and Restated Employees’ and Directors’ Equity Incentive Plan |
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5.1 |
Opinion of Lackowicz & Shier, counsel to the Registrant, regarding the legality of the securities being registered hereby |
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23.1 |
Consent of Lackowicz & Shier, counsel to the Registrant (included in Exhibit 5.1) |
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23.2 |
Consent of GLJ Petroleum Consultants Ltd., Petroleum Engineers |
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23.3 |
Consent of Netherland, Sewell & Associates, Inc. |
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23.4 |
Consent of Deloitte & Touche LLP |
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24.1 |
Power of Attorney (included on signature page of this registration statement) |
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, on May 16, 2007.
IVANHOE ENERGY INC.
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By: |
/s/ Beverly A. Bartlet |
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Name: Beverly A. Bartlett |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gordon Lancaster and Beverly Bartlett as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities (until revoked in writing), to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto, and the 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 things requisite and necessary to be done, as fully to all intents and purposes as such person 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.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated effective May 16, 2007:
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SIGNATURE |
TITLE |
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Joseph I. Gasca | |
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/s/ W. Gordon Lancaster |
Chief Financial Officer (Principal Financial and Accounting Officer) |
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W. Gordon Lancaster |
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SIGNATURE |
TITLE |
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David R. Martin | |
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/s/ A. Robert Abboud |
Independent Co-Chairman of the Board and Lead Director |
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A. Robert Abboud | |
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/s/ Robert M. Friedland |
Deputy Chairman – Capital Markets and Director |
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Robert M. Friedland | |
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/s/ E. Leon Daniel |
Deputy Chairman – Projects and Engineering and Director |
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E. Leon Daniel | |
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/s/ Shun-ichi Shimizu |
Director |
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Shun-ichi Shimizu | |
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/s/ Howard R. Balloch |
Director |
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Howard R. Balloch | |
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/s/ J. Steven Rhodes |
Director |
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J. Steven Rhodes | |
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/s/ Robert G. Graham |
Director |
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Robert G. Graham | |
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/s/ Robert A. Pirraglia |
Director |
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Robert A. Pirraglia | |
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/s/ Brian Downey |
Director |
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Brian Downey |
Pursuant to the requirements to Section 6(a) of the Securities Act, the undersigned has signed this Registration Statement solely in the capacity of the duly authorized representative of the Registrant in the United States on May 16, 2007.
IVANHOE ENERGY (U.S.A.) INC.
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By: |
/s/ Mary Vincelli |
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Name: Mary Vincelli |
Exhibit Index
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Exhibit |
Description |
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4.1 |
Amended and Restated Employees’ and Directors’ Equity Incentive Plan |
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5.1 |
Opinion of Lackowicz & Shier, counsel to the Registrant, regarding the legality of the securities being registered hereby |
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23.1 |
Consent of Lackowicz & Shier, counsel to the Registrant (included in Exhibit 5.1) |
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23.2 |
Consent of GLJ Petroleum Consultants Ltd., Petroleum Engineers |
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23.3 |
Consent of Netherland, Sewell & Associates, Inc. |
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23.4 |
Consent of Deloitte & Touche LLP |
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24.1 |
Power of Attorney (included on signature page of this registration statement) |