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As filed with the Securities and Exchange Commission on October 29, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TransAlta Corporation
(Exact name of registrant as specified in its charter)
Canada
(State or other jurisdiction of
incorporation or organization)
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None
(I.R.S. Employer Identification No.)
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110-12
th
Avenue S.W.
Box 1900, Station "M"
Calgary, Alberta T2P 2M1
(Address of principal executive offices)
TransAlta Corporation Share Option Plan
(Full title of the Plan)
CT
Corporation System
111 8
th
Avenue
13
th
FL
New York, New York 10011
(212) 894-8400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy
to:
Robert
A. Zuccaro, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 10022
(212) 906-1200
(212) 751-4864 (fax)
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount of Shares to be Registered (1)
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Proposed Maximum Offering Price Per Share (2)
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Proposed Maximum
Aggregate Offering Price (2)
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Amount of Registration Fee
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Common Shares, no par value
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1,000,000
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$14.19
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$14,190,000
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$3,750
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Common Share Purchase Rights
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1,000,000
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(1)
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Pursuant
to Rule 416 of the Securities Act of 1933, as amended (the "Securities Act"), an indeterminate number of additional shares of common stock, no par value ("Common
Stock"), of TransAlta Corporation which become issuable to prevent dilution from any future stock split, stock dividend or similar transaction are also being registered.
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(2)
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For
purposes of computing the registration fee only. Pursuant to Rule 457(h) under the Securities Act, the Proposed Maximum Offering Price Per Share is based upon the average
of the high and low sales for a share of Common Stock on the Composite Tape of the New York Stock Exchange on October 22, 2001.
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(3)
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In
addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered pursuant to the
TransAlta Corporation Share Option Plan (the "Plan").
PART I
Item 1. Plan Information.
Not required to be filed with this Registration Statement; being separately provided to plan participants as specified by Rule 428(b)(1).
Item 2. Registration Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement; being separately provided to plan participants as specified by Rule 428(b)(1).
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the "Commission") by TransAlta Corporation, a corporation organized pursuant to the
laws of Canada (the "Company" or the "Registrant"), are incorporated as of their respective dates in this Registration Statement by reference:
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(a)
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The
Company's registration statement on Form 40-F, filed with the Commission on July 11, 2001.
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(b)
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The
Company's current report on Form 6-K, filed with the Commission on August 23, 2001.
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(c)
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The
Company's current report on Form 6-K, filed with the Commission on October 19, 2001.
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(d)
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The
description of the common stock of the Company contained in the Company's registration statement on Form 40-F filed on July 11, 2001.
All
documents filed by the Company or by the Plan pursuant to Sections 13(a), 13(c), 14 and 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 are incorporated by reference in
this Registration Statement and are a part hereof from the date of filing 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 is also or is 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.
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 Corporations Act
("CBCA"), which governs the Registrant, provides
that, except in respect of an action by or on behalf of the Registrant to procure a judgment in
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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 of which the Registrant is or was a shareholder or creditor, and his heirs and legal representatives 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 being or having
been a director or officer of the Registrant or such body corporate, if (a) he acted honestly and in good faith with a view to 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, he had reasonable grounds for believing that his conduct was lawful. The Registrant may with the approval of a
court indemnify a person referred to above in respect of an action by or on behalf of the Registrant or body corporate to procure a judgment in its favor, to which he is made a party by reason of
being or having been a director or an officer of the Registrant or body corporate, against all costs, charges and expenses reasonably incurred by him in connection with such action if he fulfills the
conditions set out in (a) or (b) above. Notwithstanding the foregoing, a person referred to in Section 124(1) of the CBCA is entitled to indemnification from the Registrant in
respect of all costs, charges and expenses reasonably incurred by him in connection with the defense of any civil, criminal or administrative action or proceeding to which he is made a party by reason
of being or having been a director or officer of the Registrant or body corporate if he was substantially successful on the merits in his defense of the action of proceeding and he fulfills the
conditions set out in (a) and (b) above.
A
by-law of the Registrant provides that the Registrant shall 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 of which the Registrant is or was a shareholder or creditor, and the heirs and legal representatives thereof,
to the extent permitted by the CBCA or otherwise bylaw.
The
Registrant maintains a directors' and officers' liability policy which provides coverage to the Registrant for all directors' and officers' related claims, losses and cost in any
year, subject to policy limits and deductibles.
The
Registrant has entered into indemnification agreements with each of its officers and directors pursuant to which they are indemnified to the fullest extent permitted by the CBCA.
Pursuant to the terms of these agreements the Registrant maintains errors and omissions insurance for its officers and directors while they remain an officer or director and for a period of
10 years thereafter.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit 4.1
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Description of Securities being registered. (Filed as Exhibit 1 to TransAlta Corporation's Form 40-F dated July 11, 2001 (File No. 1-15214) and incorporated by reference and made apart hereof).
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Exhibit 4.2
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Shareholder Rights Plan Agreement dated as of October 13, 1992 and Amended and Restated as of November 26, 1992 and February 12, 1998 between TransAlta Corporation and CIBC Mellon Trust Company, as Rights Agent. (Filed as Exhibit 2 to TransAlta
Corporation's Form 40-F dated July 11, 2001 (File No. 1-15214) and incorporated by reference and made a part hereof).
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Exhibit 4.3
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Shareholder Rights Plan Amending Agreement, dated as of May 14, 1998, between TransAlta Corporation and CIBC Mellon Trust Company, as Rights Agent. (Filed as Exhibit 3 to TransAlta Corporation's Form 40-F dated July 11, 2001 (File No. 1-15214) and
incorporated by reference and made a part hereof).
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Exhibit 4.4
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Shareholder Rights Plan Second Amending Agreement, dated as of May 3, 2001 between TransAlta Corporation and CIBC Mellon Trust Company, as Rights Agent. (Filed as Exhibit 4 to TransAlta Corporation's Form 40-F dated July 11, 2001 (File No. 1-15214)
and incorporated by reference and made a part hereof).
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Exhibit 4.5
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TransAlta Corporation Share Option Plan effective December 31, 1992, as amended June 2001.
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Exhibit 5
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Opinion of McCarthy Tétrault LLP as to the legality of the securities being registered.
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Exhibit 23.1
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Consent of Ernst & Young LLP.
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Exhibit 23.2
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Consent of McCarthy Tétrault LLP (contained in Exhibit 5).
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Exhibit 24
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Power of Attorney (included on the signature pages to the Registration Statement).
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Item 9. Undertakings.
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(a)
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The
undersigned Registrant hereby undertakes:
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(1)
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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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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of this 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;
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(iii)
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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;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2)
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That,
for the purpose of determining any liability under the Securities 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.
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
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(b)
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The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's Annual Report pursuant to
section 13(a) or 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.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act 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, Province of
Alberta, Canada, on October 29, 2001.
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TRANSALTA CORPORATION
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By:
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/s/
STEPHEN G. SNYDER
Stephen G. Snyder
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints each of Stephen G. Snyder and Ian A. Bourne his
true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments or supplements 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, full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to
this Registration Statement or any amendments or supplements hereto 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, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities as of October 29,
2001.
Signature
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Title
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/s/
STEPHEN G. SNYDER
Stephen G. Snyder
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President, Chief Executive Officer and Director (Principal Executive Officer)
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/s/
IAN A. BOURNE
Ian A. Bourne
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Executive Vice President, and Chief Financial Officer (Principal Financial Officer)
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/s/
MARVIN J. WAIAND
Marvin J. Waiand
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Vice President and Treasurer (Principal Accounting Officer)
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/s/
STANLEY JOSEPH BRIGHT
Stanley Joseph Bright
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Director
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Roderick Sheldon Deane
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Director
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Signature
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Title
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/s/
JACK CAMERON DONALD
Jack Cameron Donald
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Director
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/s/
JOHN THOMAS FERGUSON
John Thomas Ferguson
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Director
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/s/
CHRISTOPHER HAMPSON
Christopher Hampson
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Director
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/s/
CHARLES HAROLD HANTHO
Charles Harold Hantho
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Director
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/s/
LOUIS DAVIES HYNDMAN
Louis Davies Hyndman
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Director
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/s/
DONNA SOBLE KAUFMAN
Donna Soble Kaufman
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Director
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/s/
JOHN SCOTT LANE
John Scott Lane
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Director
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/s/
RALPH AMBROSE THRALL, JR.
Ralph Ambrose Thrall, Jr.
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Director
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Pursuant to the requirements of 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 October 29, 2001.
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CT CORPORATION SYSTEM
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By:
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/s/
VALERIE S. ALERTE
Valerie S. Alerte
Associate Customer Specialist
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Pursuant
to the requirements of the Securities Act of 1933, as amended, the TransAlta Corporation Share Option Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Canada, on October 29, 2001.
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TRANSALTA CORPORATION SHARE OPTION PLAN
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By:
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/s/
CHARLES HAROLD HANTHO
Chairman of the Human Resources Committee, as Plan Administrator
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Exhibit Index
Exhibit 4.1
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Description of Securities being registered. (Filed as Exhibit 1 to TransAlta Corporation's Form 40-F dated July 11, 2001 (File No. 1-15214) and incorporated by reference and made apart hereof).
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Exhibit 4.2
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Shareholder Rights Plan Agreement dated as of October 13, 1992 and Amended and Restated as of November 26, 1992 and February 12, 1998 between TransAlta Corporation and CIBC Mellon Trust Company, as Rights Agent. (Filed as Exhibit 2 to TransAlta
Corporation's Form 40-F dated July 11, 2001 (File No. 1-15214) and incorporated by reference and made a part hereof).
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Exhibit 4.3
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Shareholder Rights Plan Amending Agreement, dated as of May 14, 1998, between TransAlta Corporation and CIBC Mellon Trust Company, as Rights Agent. (Filed as Exhibit 3 to TransAlta Corporation's Form 40-F dated July 11, 2001 (File No. 1-15214) and
incorporated by reference and made a part hereof).
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Exhibit 4.4
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Shareholder Rights Plan Second Amending Agreement, dated as of May 3, 2001 between TransAlta Corporation and CIBC Mellon Trust Company, as Rights Agent. (Filed as Exhibit 4 to TransAlta Corporation's Form 40-F dated July 11, 2001 (File No. 1-15214)
and incorporated by reference and made a part hereof).
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Exhibit 4.5
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TransAlta Corporation Share Option Plan effective December 31, 1992, as amended June 2001.
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Exhibit 5
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Opinion of McCarthy Tétrault LLP as to the legality of the securities being registered.
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Exhibit 23.1
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Consent of Ernst & Young LLP.
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Exhibit 23.2
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Consent of McCarthy Tétrault LLP (contained in Exhibit 5).
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Exhibit 24
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Power of Attorney (included on the signature pages to the Registration Statement).
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110-12
th
Avenue S.W. Box 1900, Station "M" Calgary, Alberta T2P 2M1 (Address of principal executive offices)
TransAlta Corporation Share Option Plan (Full title of the Plan)
CALCULATION OF REGISTRATION FEE
PART I
PART II
SIGNATURES
POWER OF ATTORNEY
Exhibit Index
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EXHIBIT 4.5
TRANSALTA CORPORATION SHARE OPTION PLAN
1. PURPOSE
The purpose of the Plan is to encourage key employees to promote the financial interests, growth and development of the Corporation by providing them with the
opportunity through share options to acquire a proprietary interest in the Corporation, to recognize the contribution of key employees to the success of the Corporation and to encourage such key
employees to remain in the employ of the Corporation.
2. DEFINITIONS
Whenever used herein:.
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(a)
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"Board"
means the board of directors of the Corporation;
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(b)
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"Corporation"
means TransAlta Corporation;
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(c)
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"Chairman"
means the Chairman of the Board, President or Chief Executive Officer of the Corporation, as may be determined from time to time by the Committee;
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(d)
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"Committee"
means, from and after November 10, 1994, the Human Resources Committee of the Board;
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(e)
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"Option"
means a right or rights granted by the Committee to purchase Shares under the Plan;
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(f)
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"Participant"
means an individual to whom an Option is granted under the Plan;
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(g)
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"Plan"
means the TransAlta Corporation Share Option Plan;
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(h)
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"Shareholder
Plan" means the Shareholder Bid Approval Plan Agreement dated October 13, 1992 between the Corporation and Montreal Trust Company of Canada, as the same may be
amended from time to time, and any other similar plan adopted by the Corporation from time to time; and
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(i)
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"Shares"
means the Common Shares in the capital of the Corporation.
3. ADMINISTRATION
The Plan shall be administered by the Committee provided that the Board may exercise any powers reserved herein for the Committee. The Committee is authorized
to approve grants of Options in accordance with the Plan, to construe and interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan and to make all determinations
and take all actions necessary or advisable for the Plan's administration. The Committee shall act by vote or written consent of a majority of its members. Whenever the Plan authorizes or requires the
Committee to take any action, make any determination or decision or form any opinion, then any such action, determination, decision or opinion by or of the Committee shall be in the absolute
discretion of the Committee.
4. ELIGIBILITY
The
individuals who are eligible to receive Options hereunder shall be limited to employees of the Corporation and its subsidiaries (including directors if they are employees of the
Corporation or its subsidiaries) designated by the Committee upon the advice of the Chairman.
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5. SHARES SUBJECT TO PLAN
The
aggregate number of Shares that may be issued pursuant to the exercise of Options shall not exceed at any time 13,000,000 Shares of the Corporation, which shall be made available
from the authorized but unissued Shares of the Corporation that have been reserved for issuance upon exercise of Options granted under the Plan. If an Option expires, terminates, ceases to be
exercisable or is surrendered before being exercised or without having been exercised in full, then the Shares that were subject to the Option but which were not issued pursuant to the exercise of the
Option shall, unless the Plan has been terminated, become available for issuance pursuant to the exercise of Options under the Plan, all within the maximum limitation stated above. For purposes of
determining the aggregate number of Shares that may be issued pursuant to the exercise of Options, common shares of TransAlta Utilities Corporation ("Utilities") previously issued under the Utilities
Share Option Plan shall be deemed to be Shares issued upon exercise of an Option by a Participant.
Notwithstanding
the foregoing, the aggregate number of common shares that may be issued at any time under both the Plan and the Corporation's Performance Share Ownership Plan shall
not exceed 13,000,000.
6. GRANTING OF OPTIONS
The
Committee, upon the advice of the Chairman, may from time to time grant Options to eligible employees. Subject to the terms of the Plan, the size and terms and conditions of the
Option or Options to be granted to each Participant shall be in the discretion of the Committee. Notwithstanding such discretion, at any time, the number of Shares that may be acquired by any single
Participant pursuant to the exercise of Options under the Plan and pursuant to all other share compensation arrangements of the Corporation, cannot exceed five (5%) percent of the outstanding number
of Shares (and for this purpose, the "outstanding number of Shares" is the number outstanding at a particular time, less the number of Shares that have been issued pursuant to the exercise of Options
in the previous year).
7. OPTION PRICE
The
option price shall be fixed by the Committee when an Option is granted but such price shall not be less than the last sale price of board lots of the Shares on The Toronto Stock
Exchange on the last business day prior to the day the Option is granted.
8. OPTION AGREEMENTS
Each Option granted hereunder will be evidenced by a written option agreement between the Corporation and the employee and, subject to the terms of the Plan,
shall contain such terms and conditions as may be determined by the Committee upon the advice of the Chairman. The terms and conditions of the option agreements need not be identical. The option
agreements shall include:
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(a)
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the
number of Shares optioned,
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(b)
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the
option price,
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(c)
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any
restrictions on exercise of the Option, and
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(d)
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the
expiry date of the Option,
Subject
to the terms of the Plan and to the receipt of any necessary approvals from The Toronto Stock Exchange, the Committee, with the consent of a Participant, may amend, change or vary the terms
and conditions of an option agreement.
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9. EXERCISE OF OPTION
An
Option, or any portion thereof, may be exercised by a Participant or the Participant's executors or personal representatives delivering to the Corporation a written notice of
exercise specifying the number of Shares with respect to which the Option is being exercised and accompanied by payment in full of the purchase price of the Shares.
10. ALTERATIONS IN SHARES
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(a)
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General
. Appropriate adjustments in the number of Shares optioned and in the option price per Share shall be made by
the Corporation to give effect to adjustments in the number of Shares of the Corporation resulting from:
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(i)
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subdivisions
or consolidations of the Shares of the Corporation, the payment of stock dividends, the issuance of rights to subscribe for Shares or securities of the Corporation
(other than rights issued under the Shareholder Plan); or
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(ii)
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the
operation of the Shareholder Plan (but not the issue of rights under the Shareholder Plan) including, without limiting the generality of the foregoing, the rights issued
thereunder becoming severable from the Shares and exercisable on a dilutive basis (unless the Participant is a person whose rights would be voided if he was a holder of rights under the Shareholder
Plan, in which case no adjustment shall be made to the number of Shares optioned or the option price per Share), or other similar changes in the share capital of the Corporation.
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(b)
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Share Reclassification
. If there is a reclassification of the Shares of the Corporation, adequate provision shall be
made by the Corporation so that there shall be substituted under the Option the Shares, securities or property which would have been issuable or payable to the Participant had the Participant then
been the holder of record of the number of the Shares then subject to the unexercised portion of the Option.
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(c)
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Idem
. Any Shares, securities or property added to or substituted for the Shares under the Option shall be subject to
adjustment in the same manner and to the same extent as the Shares originally covered by the Option. No fractional Shares shall be issued upon the exercise of the Option.
11. CORPORATE REORGANIZATION
In
the case of a proposed merger or amalgamation of the Corporation with one or more other corporations, an offer by any person to purchase all of the outstanding Shares of the
Corporation, a sale or distribution of all or substantially all of the Corporation's assets to any other person or any arrangement or corporate reorganization riot otherwise provided for herein, the
Board shall, in a fair and equitable manner, determine the manner in which all unexercised Options granted under the Plan shall be treated.
12. EXPIRY OF OPTIONS
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(a)
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Normal Expire
. Subject to subparagraphs 12(b) and (c) Options granted under the Plan shall expire on the date
so established by the Committee, but in no event later than the tenth anniversary of the date the Option was granted.
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(b)
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Death
. If a Participant dies while employed and at a time when he has not fully exercised any then outstanding Option
or if a Participant dies after retirement or permanent disability without having fully exercised any then outstanding Option then:
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(i)
-
if
the Option was granted prior to November 10, 1994, then the Option shall be exercisable by the Participant's executors or personal representatives within one year after
the Participant's death, notwithstanding the passing of the normal expiry date of the Option, but for not more than that number of Shares for which the Participant could have exercised the Option
immediately prior to his death. Except as it may then have been exercised, the Option shall terminate at the expiration of such one year period; or
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(ii)
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if
the Option was granted on or after November 10, 1994, then the Option shall be exercisable by the Participant's executors or personal representatives until the earlier of
one year after the Participant's death, or the normal expiry date of the Option, and for not more than that number of Shares for which the Participant could have exercised the Option immediately prior
to his death. Except as it may then have been exercised, the Option shall terminate upon the earlier of the expiration of such one year period or the normal expiry date of the Option.
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(c)
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Retirement or Disability
. Subject to subparagraph 12(b), in the event of the termination of employment of a
Participant due to retirement under a retirement plan of the Corporation or any of its subsidiaries or due to permanent disability of the Participant, the Participant may, at his or her discretion,
select either (i) ((A) or (B), as applicable), or (ii):
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(i)
-
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(A)
-
if
the Option was granted prior to November 10, 1994, then until one year after such termination notwithstanding the passing of the normal
option expiry date of the Option the Option may be exercised in respect of all Shares which are the subject of the Option whether or not the option exercise time pertaining to all such Shares shall
have occurred. Except as it may then have been exercised, the Option shall terminate at the expiration of such one year period; or
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(B)
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if
the Option was granted on or after November 10, 1994, then until the earlier of one year after such termination or the normal expiry date
of the Option, the Option may be exercised in respect of all Shares which are the subject of the Option whether or not the option exercise time pertaining to all such Shares shall have occurred.
Except as it may then have been exercised, the Option shall terminate upon the earlier of the expiration of such one year period or the normal expiry date of the Option; or
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(ii)
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exercise
the Option otherwise in accordance with its terms.
-
(d)
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Termination of Employment
. In the case of termination of employment for any other reason except cause, the Participant
may continue to exercise any outstanding Options, to the extent they were exercisable on the date of termination, for sixty days following such termination or until the normal expiry date of such
Options, if earlier.
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(e)
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Termination of Employment for Cause
. In the event of termination of employment of a Participant for cause, any
outstanding Options will expire on the date of such termination.
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13. NON-ASSIGN ABILITY OF OPTIONS
The
interest of a Participant in an Option or Options shall not be transferable or alienable by the Participant either by assignment or in any other manner during the Participant's
lifetime but shall enure to the benefit of his executors or personal representatives to the extent provided in subparagraph 12(b).
14. RIGHTS AS A SHAREHOLDER
A
Participant shall have no rights whatsoever as a shareholder in respect of his or her Options (including any right to receive dividends or other distributions) until and to the
extent that such person exercises his or her Option to purchase Shares.
15. CONDITIONS PRECEDENT TO EXERCISE OF OPTION
The
exercise of each Option granted under this Plan shall be subject to the condition that if at any time the Corporation shall determine in its discretion that the satisfaction of
withholding tax or other withholding liabilities, or that the listing, registration or qualification of any shares otherwise deliverable upon such exercise upon any securities exchange or under any
law, or the consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares thereunder, then in any
such event such exercise shall not be effective unless such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not
acceptable to the Corporation.
16. AMENDMENT OR DISCONTINUANCE OF PLAN
Subject to the receipt of any necessary approvals from The Toronto Stock Exchange, the Board may amend or discontinue the Plan at any time, but no such
amendment may after or impair any Option previously granted except with the written consent of the holder of the Option.
I,
Rodger Conner, Corporate Secretary of TransAlta Corporation, hereby confirm that the foregoing is the definitive version of the TransAlta Corporation Stock Option Plan, including
amendments made effective November 10, 1994, February 10, 1995, and March 7, 1995, and ratified and approved by the holders of common shares at a meeting held on May 12,
1995 and as further amended May 3, 2001.
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/s/
RODGER CONNER
RODGER CONNER,
Corporate Secretary
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6
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EXHIBIT 5
[Letterhead of McCarthy Tetrault]
October 29,
2001
TransAlta
Corporation
110 - 12
th
Avenue S.W.
Box 1900, Station "M"
Calgary, Alberta
T2P 2M1
Gentlemen:
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Re:
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|
TransAlta Corporation
Registration Statement on Form S-8
|
We
are counsel to TransAlta Corporation (the "Corporation"), a corporation incorporated under the Canadian Business Corporations Act.
We
refer to the filing by the Corporation of the above-captioned Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended,
covering the registration of an aggregate of 1,000,000 common shares without par value of the Corporation (the "Shares"), together with attached common share purchase rights (the "Rights"), issuable
by the Corporation as described in the Registration Statement. The terms of the Rights are set forth in the Shareholder Rights Plan Agreement dated as of May 14, 1998, as amended (the "Rights
Agreement") between the Corporation and CIBC Mellon Trust Company, as Rights Agent.
We
have examined the Articles of the Corporation, resolutions of the Board of Directors of the Corporation in respect of the issuance of the Shares and original, reproduced or certified copies of such
records of the Corporation and such agreements, certificates of public officials, certificates of officers and representatives of the Corporation and others, and such other documents, papers, statutes
and authorities as we deem necessary to form the basis of the opinions hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the conformity to original
documents of all documents supplied to us as copies. As to various questions of fact material to such opinions, we have relied upon the records of the Corporation and upon statements and certificates
of officers and representatives of the Corporation and others.
Based
on and subject to the foregoing, we are of the opinion that:
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1.
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The
Shares have been duly authorized, and, when issued in accordance with the TransAlta Corporation Stock Option Plan, as amended, referred to in the Registration Statement, will be
legally issued by the Corporation as fully paid and non-assessable shares in the capital of the Corporation.
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2.
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The
Rights associated with the Shares referred to in paragraph 1 will be legally issued when (i) such Rights have been duly issued in accordance with the terms of the
Rights Agreement and (ii) the associated Shares have been duly issued as set forth in paragraph 1.
We
hereby consent to your filing a copy of this Opinion as an exhibit to said Registration Statement and to all references to our firm included in or made part of the Registration Statement.
Yours
very truly,
/s/ McCarthy Tétrault LLP
"McCarthy
Tétrault LLP"
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