F-10POS
Registration No. 333-124781
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
Form F-10
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Domtar Inc.
(Exact name of registrant as specified in its charter)
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Canada |
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2621 |
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Not Applicable |
(Province or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number, if applicable) |
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(I.R.S. Employer
Identification Number, if applicable) |
395 de Maisonneuve Blvd. West
Montreal, Quebec, Canada H3A 1L6
(514) 848-5400
(Address and telephone number of Registrants principal
executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8690
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United
States)
Copies of all communications to:
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Alan H. Paley, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000 |
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Gilles Pharand, Esq.
General Counsel
Domtar Inc.
395 de Maisonneuve Blvd. West
Montreal, Quebec
Canada H3A 1L6
(514) 848-5400 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration
Statement becomes effective.
Province of Quebec, Canada
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check
appropriate box):
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A. o |
upon filing with the Commission, pursuant to Rule 467(a)
(if in connection with an offering being made contemporaneously
in the United States and Canada). |
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B. þ |
at some future date (check the appropriate box below). |
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1. o |
pursuant to Rule 467(b) on (date) at (time)
(designate a time not sooner than 7 calendar days after filing). |
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2. þ |
pursuant to Rule 467(b) on June 21, 2005 at
11 a.m. (designate a time 7 calendar days or sooner after
filing) because the securities regulatory authority in the
review jurisdiction has issued a receipt or notification of
clearance on May 13, 2005. |
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3. o |
pursuant to Rule 467(b) as soon as practicable after
notification of the Commission by the Registrant or the Canadian
securities regulatory authority of the review jurisdiction that
a receipt or notification of clearance has been issued with
respect hereto. |
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4. o |
after the filing of the next amendment to this Form (if
preliminary material is being filed). |
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to the home
jurisdictions shelf prospectus offering procedures, check
the following
box. þ
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registration Statement shall become effective as
provided in Rule 467 under the Securities Act of 1933 or on
such date as the Commission, acting pursuant to
Section 8(a) of the Act, may determine.
EXPLANATORY NOTE
The sole purpose of this post-effective Amendment No. 1 is
to file the calculation of earnings coverage ratios as an
exhibit to the Registration Statement. Accordingly, this
Amendment consists only of the facing page, this explanatory
note and Parts II and III of the Registration Statement.
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS
Indemnification of Directors and Officers
Under Section 124 of the Canada Business Corporations
Act, the Registrant may indemnify a present or former
director or officer or a person who acts or acted at the
Registrants request as a director or officer of another
corporation of which such 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 his position
with the Registrant or such other corporation, as the case may
be, provided that such person acted honestly and in good faith
with a view to the best interests of the Registrant and, in the
case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, such person had reasonable
grounds for believing that his conduct was lawful. Such
indemnification may be made in connection with an action by or
on behalf of the Registrant or such other corporation, as the
case may be, only with court approval. A director or officer
referred to above is entitled to such indemnification from the
Registrant as a matter of right if he or she was substantially
successful on the merits and fulfilled the conditions set forth
above.
In accordance with the Canada Business Corporations Act,
the by-laws of the Registrant indemnify a director or officer, a
former director or officer, a person who acts or acted at the
Registrants request as a director or officer of a body
corporate of which the Registrant is or was a shareholder or
creditor (or a person who undertakes or had undertaken any
liability on behalf of the Registrant or any such body
corporate), or such persons 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 such person in respect of any
civil, criminal or administrative action or proceeding to which
such person is made a party by reason of being or having been a
director or officer of the Registrant or a director, officer or
other similar executive of such other corporation or other
organization, to the fullest extent permitted by law, if:
(a) the person acted honestly and in good faith with a view
to the best interests of the Registrant and (b) in the case
of criminal or administrative action or proceeding that is
enforced by a monetary penalty, the person had reasonable
grounds for believing that their conduct was lawful. The
Registrant is authorized to enter into agreements evidencing its
indemnity in favour of the foregoing persons to the full extent
permitted by law and may purchase and maintain insurance against
the risk of its liability to indemnify pursuant to the foregoing
provisions.
The Registrant participates in the purchase of directors
and officers liability insurance, which, subject to the
provisions contained in the policy, protects the directors and
officers against all claims made during each year of the
applicable policy period (currently January, 2005 to January,
2006). This policy does not provide coverage for losses arising
from the breach of fiduciary responsibilities under statutory or
common law or from the violation or enforcement of pollutant
laws and regulations.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 U.S. Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
II-1
Exhibits
The following exhibits have been filed as part of this
Registration Statement on Form F-10:
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Exhibit |
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Number |
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Description |
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.1 |
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Annual Information Form of Domtar Inc., dated March 24,
2005, for the year ended December 31, 2004 (incorporated by
reference to Domtar Inc.s Form 40-F/A filed on
March 24, 2005) |
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4 |
.2 |
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Audited Consolidated Balance Sheets of Domtar Inc. as at
December 31, 2004 and 2003 and the audited Consolidated
Statements of Earnings, Retained Earnings and Cash Flows for
each of the years in the three-year period ended
December 31, 2004 together with the related notes thereto
and the auditors report thereon (incorporated by reference
to Domtar Inc.s Form 40-F filed on March 24, 2005) |
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4 |
.3 |
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Managements Discussion and Analysis for the fiscal year
ended December 31, 2004 (incorporated by reference to
Domtar Inc.s Form 40-F filed on March 24, 2005) |
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4 |
.4 |
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Management Proxy Circular dated March 24, 2005 relating to
the meeting of shareholders held on April 28, 2005
(incorporated by reference to Domtar Inc.s Form 6-K
filed on March 24, 2005) |
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4 |
.5 |
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Unaudited Interim Consolidated Financial Statements of Domtar
Inc. for the three months ended March 31, 2005 (including
Managements Discussion and Analysis relating thereto) and
March 31, 2004 (incorporated by reference to Domtar
Inc.s 6-K filed on April 28, 2005) |
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5 |
.1* |
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Consent of PricewaterhouseCoopers LLP |
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5 |
.2* |
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Consent of Ogilvy Renault |
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.1* |
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Powers of Attorney |
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.1 |
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Form of Indenture between Domtar Inc. and JPMorgan Chase Bank,
as Trustee (incorporated by reference to Exhibit 7.1 to
Domtar Inc.s Registration Statement on Form F-9/A
(Reg. No. 333-110212) filed on November 7, 2003) |
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7 |
.2* |
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Statement of Eligibility and Qualification of the Trustee on
Form T-1 under the Indenture |
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9 |
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Calculation of earnings coverage ratios |
II-2
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The Registrant undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the
Commission staff, and to furnish promptly, when requested to do
so by the Commission staff, information relating to the
securities registered pursuant to this post-effective Amendment
No. 1 to Form F-10 or to transactions in such
securities.
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Item 2. |
Consent to Service of Process |
The Registrant has previously filed with the Commission a
written irrevocable consent and power of attorney on
Form F-X.
Any change to the name or address of the agent for service of
the Registrant shall be communicated promptly to the Commission
by amendment to Form F-X referencing the file number of
this Registration Statement.
II-3
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 F-10 and has duly caused this post-effective Amendment
No. 1 to the Registration Statement (File
No. 333-124781) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Montreal,
Province of Quebec, Canada, on June 20, 2005.
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Title: |
President and Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons on the 20th day of June, 2005.
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Signature |
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Title |
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/s/ Raymond Royer
Raymond
Royer |
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President and Chief Executive Officer and Director (Principal
Executive Officer) |
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/s/ Daniel Buron
Daniel
Buron |
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Senior Vice President and Chief Financial Officer (Principal
Financial Officer and
Principal Accounting Officer) |
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Brian
M. Levitt |
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Director and Chair of the Board |
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Jack
C. Bingleman |
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Director |
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Raymond
Chrétien |
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Director |
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Paul-Henri
Couture |
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Director |
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Louis
P. Gignac |
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Director |
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Claude
R. Lamoureux |
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Director |
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Jacques
Laurent |
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Director |
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Gilles
Ouimet |
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Director |
II-4
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Signature |
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Title |
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Louise
Roy |
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Director |
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Robert
J. Steacy |
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Director |
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Gene
R. Tyndall |
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Director |
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Edward
J. Waters |
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Director |
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Roger
Brear |
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Authorized U.S. Representative for Service of Process |
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*By: |
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/s/ Razvan L. Theodoru
Razvan
L. Theodoru,
Attorney-in-Fact |
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II-5
Index to Exhibits
The following exhibits have been filed as part of this
Registration Statement on Form F-10:
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Exhibit |
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Number |
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Description |
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4 |
.1 |
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Annual Information Form of Domtar Inc., dated March 24,
2005, for the year ended December 31, 2004 (incorporated by
reference to Domtar Inc.s Form 40-F/A filed on
March 24, 2005) |
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4 |
.2 |
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Audited Consolidated Balance Sheets of Domtar Inc. as at
December 31, 2004 and 2003 and the audited Consolidated
Statements of Earnings, Retained Earnings and Cash Flows for
each of the years in the three-year period ended
December 31, 2004 together with the related notes thereto
and the auditors report thereon (incorporated by reference
to Domtar Inc.s Form 40-F filed on March 24, 2005) |
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4 |
.3 |
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Managements Discussion and Analysis for the fiscal year
ended December 31, 2004 (incorporated by reference to
Domtar Inc.s Form 40-F filed on March 24, 2005) |
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4 |
.4 |
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Management Proxy Circular dated March 24, 2005 relating to
the meeting of shareholders held on April 28, 2005
(incorporated by reference to Domtar Inc.s Form 6-K
filed on March 24, 2005) |
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4 |
.5 |
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Unaudited Interim Consolidated Financial Statements of Domtar
Inc. for the three months ended March 31, 2005 (including
Managements Discussion and Analysis relating thereto) and
March 31, 2004 (incorporated by reference to Domtar
Inc.s 6-K filed on April 28, 2005) |
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5 |
.1* |
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Consent of PricewaterhouseCoopers LLP |
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.2* |
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Consent of Ogilvy Renault |
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.1* |
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Powers of Attorney |
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.1 |
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Form of Indenture between Domtar Inc. and JPMorgan Chase Bank,
as Trustee (incorporated by reference to Exhibit 7.1 to
Domtar Inc,s Registration Statement on Form F-9/A
(Reg. No. 333-110212) filed on November 7, 2003) |
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7 |
.2* |
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Statement of Eligibility and Qualification of the Trustee on
Form T-1 under the Indenture |
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9 |
.1 |
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Calculation of earnings coverage ratios |