AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 3, 2007
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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METHANEX CORPORATION
(Exact name of registrant as specified in its charter)
BRITISH COLUMBIA, CANADA N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 1800, 200 BURRARD STREET, VANCOUVER,
BRITISH COLUMBIA, CANADA V6C 3M1
(604) 661-2600
(Address of principal executive offices, including zip code)
METHANEX CORPORATION STOCK OPTION PLAN 2006
(Full title of plan)
CT CORPORATE SYSTEM
111 8TH AVENUE, 13TH FLOOR
NEW YORK, NY 10011 98101
(212) 894-8700
(Name, address and telephone number, including area
code, of agent for service)
COPIES TO:
EDWIN S. MAYNARD
PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP
1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-6064
(212) 373-3000
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PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1)(2) PRICE PER UNIT (3) PRICE (3) REGISTRATION FEE
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Common Shares............ 5,250,000 shares $ 22.48 $ 118,020,000 $ 3,623.21
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(1) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered on this registration
statement changes, the provisions of Rule 416 shall apply to this
registration statement.
(2) Represents the maximum number of shares that may be issued under the Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based
upon the average high and low prices of the Common Shares of the Registrant
on the Nasdaq National Market on March 28, 2007.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION
The information required by Item 1 is included in documents made
available to participants in the Methanex Corporation Stock Option Plan 2006
(the "Plan") pursuant to Rule 428(b)(1) of the Securities Act of 1933 (the
"Securities Act"), as amended.
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 covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act, as amended. The Registrant
will provide to the participants of 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 also shall indicate 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 shall include the address
(giving title or department) and telephone number to which the request is to be
directed.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Methanex Corporation (the "Company")
are incorporated herein by reference:
(a) The Company's Annual Report on Form 40-F for the fiscal year
ended December 31, 2006 (the "Annual Report") filed with the Commission on
April 2, 2007 under Section 13(a) of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"); and
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act, since the end of the fiscal year covered by the Annual
Report.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are incorporated by reference into this Registration
Statement and will be deemed to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document 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
Incorporated Document 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.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12
of the Exchange Act.
Our authorized share capital consists of an unlimited number of common
shares and 25,000,000 preferred shares. As of March 28, 2007, we had
104,588,292 common shares and no preferred shares outstanding. Holders of our
common shares are entitled to one vote at any meeting of our shareholders and
are entitled to receive any dividend declared by our board of directors.
In September 2002, we commenced paying a quarterly dividend of US$0.05
per share to our shareholders. The quarterly dividend was increased to US$0.06
per share effective September 30, 2003, to US$0.08 per share effective
September 30, 2004, to US$0.11 per share effective June 30, 2005, and to
US$0.125 per share effective June 30, 2006. In addition, our board of directors
periodically considers other forms of distributions when general business
conditions, financial results, capital requirements and other relevant factors
warrant. In February 2003, we paid a special dividend of US$0.25 per share.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the CANADA BUSINESS CORPORATIONS ACT (the "CBCA"), which governs
Methanex Corporation (the "Registrant"), except in respect of an action by or
on behalf of a corporation or other entity to procure a judgment in its favor,
a corporation may indemnify a present or former director or officer of such
corporation or a person who acts or acted at the corporation's request as a
director or officer or an individual acting in a similar capacity, of another
entity, against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, reasonably incurred by such individual
in respect of any civil, criminal, administrative, investigative or other
proceeding in which he or she is involved because of that association with the
corporation or other entity and provided that such individual acted honestly
and in good faith with a view to the best interests of the corporation or, as
the case may be, to the best interests of the other entity for which the
individual acted as director or officer or in a similar capacity at the
corporation's request, and, in the case of a criminal or administrative action
or proceeding that is enforced by a monetary penalty, had reasonable grounds
for believing that his conduct was lawful. Such indemnification may be made in
connection with a derivative action only with court approval. A director or
officer (or other individual as described above) is entitled to indemnification
from the corporation as a matter of right in respect of all costs, charges and
expenses reasonably incurred by such individual in connection with the defense
of a civil, criminal, administrative, investigative or other proceeding to
which he or she is made a party because of their association with the
corporation or other entity if such individual 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 and has fulfilled the conditions set
forth above.
In accordance with and subject to the CBCA, the by-laws of the
Registrant provide that except in respect of any action by or on behalf of the
Registrant to procure a judgment in its favor, the Registrant may indemnify a
director or officer of the Registrant, a former director or officer of the
Registrant, or a person who acts or acted at the Registrant's request as a
director or officer of a body corporate, or an individual acting in a similar
capacity, or another entity against all costs, charges and expenses, including
an amount paid to settle an action or satisfy a judgment, reasonably incurred
by him in respect of any civil, criminal or administrative action or proceeding
to which he is made a party by reason of his being or having been a director or
officer of the Registrant or such body corporate, if the director or officer
(a) acted honestly and in good faith with a view of the best interests of the
Registrant, and (b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, had reasonable grounds for
believing that his or her conduct was lawful. The Registrant has also entered
into indemnity agreements with its directors and officers which provide
substantially the same rights as provided for in the CBCA.
The Registrant maintains directors' and officers' liability insurance
which insures the directors and officers of the Registrant and its subsidiaries
against certain losses resulting from any wrongful act committed in their
official capacities for which they become obligated to pay to the extent
permitted by applicable law.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act, and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
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4.1 Certificate of Continuance of Methanex Corporation
4.2 By-laws of Methanex Corporation (Included in Exhibit 4.1)
4.3 Methanex Corporation Stock Option Plan 2006
5.1 Opinion of McCarthy Tetrault LLP
23.1 Consent of McCarthy Tetrault LLP (Included in Exhibit 5.1)
23.2 Consent of KPMG, Independent Registered Public Accounting Firm
24 Powers of Attorney (included on the signature pages to this
registration statement)
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) 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;
(2) That, for the purpose of determining any liability under
the Act, 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.
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Act 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 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 Vancouver, Province of British Columbia, Canada,
on this 3rd day of April, 2007.
METHANEX CORPORATION
By: /s/ Ian Cameron
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Name: Ian Cameron
Title: Senior Vice President, Finance
and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Ian
Cameron and Bruce Aitken 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 April 3, 2007:
SIGNATURE TITLE
/s/ Bruce Aitken Chief Executive Officer and
---------------------------------- Director (Principal Executive Officer)
Bruce Aitken
/s/ Ian Cameron Senior Vice President, Finance,
---------------------------------- Chief Financial Officer (Principal
Ian Cameron Financial Officer and Principal
Accounting Officer)
/s/ Howard Balloch Director
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Howard Balloch
/s/ Pierre Choquette Director
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Pierre Choquette
/s/ Philip H. Cook Director
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Phillip H. Cook
/s/ Robert Findlay Director
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Robert Findlay
/s/ Douglas Mahaffy Director
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Douglas Mahaffy
/s/ A. Terence Poole Director
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A. Terence Poole
/s/ John Reid Director
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John Reid
/s/ Janice Rennie Director
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Janice Rennie
/s/ Monica Sloan Director
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Monica Sloan
/s/ Graham Sweeney Director
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Graham Sweeney
EXHIBIT DESCRIPTION
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4.1 Certificate of Continuance of Methanex Corporation
4.2 By-laws of Methanex Corporation (Included in Exhibit 4.1)
4.3 Methanex Corporation Stock Option Plan 2006
5.1 Opinion of McCarthy Tetrault LLP
23.1 Consent of McCarthy Tetrault LLP (Included in Exhibit 5.1)
23.2 Consent of KPMG, Independent Registered Public Accounting Firm
24 Powers of Attorney (included on the signature pages to this
registration statement)