-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NiHAiX4SqyYD20NeOrH+TCxtqGYwmhIUoI3S3uxrGmettUZaSzycrn93SNMbBuop fx8+hUyHZJI4JSs4WX+djg== 0000950123-03-010914.txt : 20030929 0000950123-03-010914.hdr.sgml : 20030929 20030929171205 ACCESSION NUMBER: 0000950123-03-010914 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030929 EFFECTIVENESS DATE: 20030929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOORE WALLACE INC CENTRAL INDEX KEY: 0000067931 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 980154502 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109252 FILM NUMBER: 03915630 BUSINESS ADDRESS: STREET 1: 6100 VIPOND DRIVE STREET 2: MISSISSAUGA CITY: ONTARIO STATE: A6 ZIP: L5T 2X1 BUSINESS PHONE: 905 362-3100 MAIL ADDRESS: STREET 1: 6100 VIPOND DRIVE CITY: MISSISSAUGA, ONTARIO STATE: A6 ZIP: L5T 2X1 FORMER COMPANY: FORMER CONFORMED NAME: MOORE CORPORATION LTD DATE OF NAME CHANGE: 19960820 S-8 1 y90156ysv8.txt FORM S-8 Registration No. 333-_________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOORE WALLACE INCORPORATED (Exact name of Registrant as specified in its charter) CANADA 2761 98-0154502 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number)
6100 VIPOND DRIVE MISSISSAUGA, ONTARIO L5T 2X1 CANADA (905) 362-3100 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) MOORE WALLACE INCORPORATED 2003 LONG TERM INCENTIVE PLAN (full title of plan) THEODORE J. THEOPHILOS EXECUTIVE VICE PRESIDENT, BUSINESS AND LEGAL AFFAIRS, AND SECRETARY 1200 LAKESIDE DRIVE BANNOCKBURN, IL 60015 (847) 607-6000 (Name, Address and Telephone Number, including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION REGISTERED REGISTERED (1) PER SHARE(2) PRICE(2) FEE ---------- -------------- ------------ -------- --- Common Shares............ 10,000,000 $14.785 $147,850,000 $11,962
(1) This Registration Statement shall also cover any additional Common Shares which become issuable under the Moore Wallace Incorporated 2003 Long Term Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without Registrant's receipt of consideration which results in an increase in the number of the outstanding Common Shares of the Registrant. (2) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act, pursuant to Rule 457(h) thereunder, based upon the average of the high and low prices of the Common Shares on September 23, 2003, as reported in the New York Stock Exchange Composite Quotation System. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, previously filed with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference: (a) The Annual Report of Moore Corporation Limited (now known as Moore Wallace Incorporated) (the "Registrant" or the "Corporation") on Form 10-K for the fiscal year ended December 31, 2002, except Items 7 and 8; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the foregoing Annual Report; (c) The description of the Corporation's Common Shares, no par value, which is contained in a registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents filed by the Corporation or the Plan 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 deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective filing dates of such documents (such documents, and the documents referred to in (a)-(c) 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 Not Applicable. 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"), a corporation may indemnify a director or officer, a former director or officer 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 (an "indemnifiable person"), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her 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, if: (i) he or she acted honestly and in good faith with a view to the best interests of such corporation (or the other entity, as the case may be); and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. An indemnifiable person is also entitled under the CBCA to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by him or her in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which he or she is subject because of his or her association with the corporation (or other entity, as the case may be) if he or she was not judged by the court or other competent authority to have committed any fault or omitted to do anything that he or she ought to have done and he or she fulfills the conditions set out in (i) and (ii) above. A corporation may, with the approval of a court, also indemnify an indemnifiable person in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favor, to which such person is made a party by reason of being or having been a director or an officer of the corporation or other entity, if he or she fulfills the conditions set forth in (i) and (ii), above. As permitted by the CBCA, the Corporation's bylaws require the Corporation to indemnify directors or officers of the Corporation, former directors or officers of the Corporation or other individuals who, at the Corporation's request, act or acted as directors or officers or in a similar capacity of another entity against all costs, charges, and expenses reasonably incurred (including amounts paid to settle an action or satisfy a judgment) in respect of any civil, criminal, administrative, investigative or other proceeding in which they are involved because of their association with the Corporation or the other entity. To be entitled to indemnification, the Corporation's bylaws state that such persons must have acted honestly and in good faith with a view to the best interest of the Corporation or the other entity as the case may be, and, in any criminal or administrative action or proceeding that is enforced by a monetary penalty, they must have had reasonable grounds for believing that their conduct was lawful. The bylaws also authorize the Corporation to advance money to such individual for costs, charges and expenses of any such proceeding but only upon receipt of an undertaking that he or she will repay the same if it is ultimately determined that such party is not entitled to indemnification. In the case of an action by or on behalf of the Corporation or the other entity, as the case may be, to procure a judgment in its favor to which the person is made a party because of the person's association with the Corporation or the other entity, as the case may be, if the individual fulfills the conditions set out in the Corporation's bylaws, the Corporation shall seek and obtain an approval of a court before indemnifying the person against costs, charges and expenses he or she reasonably incurred in connection with such action or prior to advancing any moneys to such individual. The rights of indemnification provided by the Corporation's bylaws are not exhaustive and are in addition to any rights to which a director or officer may otherwise be entitled by contract or as a matter of law. Irrespective of the provisions of the bylaws of the Corporation, the Corporation may, at any time and from time to time, indemnify directors, officers, employees and other persons to the full extent permitted by the provisions of applicable law at the time in effect, whether on account of past or future transactions. The CBCA does not permit any limitation of a director's liability other than in connection with the adoption of an unanimous shareholder agreement which restricts certain powers of the directors. If such an unanimous shareholders agreement is adopted, the parties who are given the power to manage or supervise the management of the business and affairs of the corporation under such agreement assume all of the liabilities of a director under the CBCA. The Corporation has not adopted an unanimous shareholder agreement. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index. ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. (iii) 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) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) 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. (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 Securities 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 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 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. 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 Village of Bannockburn, State of Illinois, as of this 29th day of September, 2003. MOORE WALLACE INCORPORATED By: /s/ Theodore J. Theophilos -------------------------- Theodore J. Theophilos Executive Vice President, Business and Legal Affairs, and Secretary PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS AS OF SEPTEMBER 29, 2003 IN THE CAPACITIES INDICATED.
SIGNATURE TITLE --------- ----- /s/ Mark A. Angelson Chief Executive Officer and Director - -------------------------------------- (Principal Executive Officer) Mark A. ANGELSON /s/ Mark S. Hiltwein Executive Vice President and - -------------------------------------- Chief Financial Officer MARK S. HILTWEIN (Principal Financial Officer) /s/ Richard T. Sansone Senior Vice President and Controller - -------------------------------------- (Principal Accounting Officer) RICHARD T. SANSONE /s/ Robert F. Cummings, Jr. Director - -------------------------------------- ROBERT F. CUMMINGS, JR. /s/ Ronald J. Daniels Director - -------------------------------------- RONALD J. DANIELS /s/ Alfred C. Eckert III Chairman of the Board - -------------------------------------- ALFRED C. ECKERT III /s/ Joan D. Manley Director - -------------------------------------- JOAN D. MANLEY /s/ John C. Pope Director - -------------------------------------- JOHN C. POPE
/s/ Michael T. Riordan Director - -------------------------------------- MICHAEL T. RIORDAN /s/ Lionel H. Schipper Director - -------------------------------------- LIONEL H. SCHIPPER /s/ John W. Stevens Director - -------------------------------------- JOHN W. STEVENS
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the registrant has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, solely in his capacity as the duly authorized representative of the registrant in the United States, in the Village of Bannockburn, State of Illinois, on September 29, 2003. MOORE WALLACE INCORPORATED By: /s/ Theodore J. Theophilos -------------------------- Theodore J. Theophilos, Executive Vice President, Business & Legal Affairs and Secretary INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description of Exhibit - ------ ---------------------- 3.1 Articles of Continuance (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-3/A No. 333-82728 filed on June 20, 2002). 3.2 Articles of Amendment to Articles of Continuance (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2003). 3.3 By-laws (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-4/A filed on April 14, 2003). 5.1 Opinion of Osler Hoskin & Harcourt LLP as to validity of Common Shares.* 23.1 Consent of PricewaterhouseCoopers LLP.* 23.2 Consent of Deloitte & Touche LLP.* 23.3 Consent of Osler Hoskin & Harcourt LLP (included in Exhibit 5.1 hereto) 99.1 Moore Wallace Incorporated 2003 Long Term Incentive Plan.*
* Filed herewith EX-5.1 3 y90156yexv5w1.txt OPINION OF OSLER HOSKIN & HARCOURT LLP Exhibit 5.1 OSLER HOSKIN & HARCOURT LLP Barristers & Solicitors Box 50, 1 First Canadian Place Toronto, Ontario, Canada M5X 1B8 September 29, 2003 Moore Wallace Incorporated 1200 Lakeside Drive Bannocliburn, IL 60015 Dear Sirs & Mesdames: We have acted as Ontario counsel to Moore Wallace Incorporated, a corporation continued under the laws of Canada (the "Registrant"), in connection with the Moore Wallace Incorporated 2003 Long Term Incentive Plan (the "Plan"). We understand that the Registrant has filed a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the offering of 10,000,000 common shares in the capital of the Registrant (the "Shares") issuable upon the grant of restricted stock and upon the exercise of options, in each case, granted or to be granted to certain employees and others of the Registrant pursuant to the Plan. For purposes of expressing the opinion set forth herein, we have examined originals or copies, satisfactory to us, of all such corporate records and of all such agreements, certificates and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity of the original documents of all documents submitted to us as copies. As to any facts material to such opinion, we have, to the extent that relevant facts were not independently established by us, relied on certificates of public officials and certificates of officers or other representatives of the Registrant. We are solicitors qualified to practice law in the Province of Ontario and express no opinion as to any laws or any matters governed by any laws other than the laws of the Province of Ontario and the federal laws of Canada applicable therein. Based upon and subject to the foregoing, we are of the opinion that, (i) upon the exercise of options granted under the Plan which have been or are duly granted pursuant to the terms of the Plan and are duly exercised and paid for in accordance with their terms, the terms of the Plan and the terms of the resolution of the board of directors of the Registrant pursuant to which such options have been or are granted, the Shares so issued will be outstanding as fully paid and non-assessable; and (ii) upon the grant of restricted stock under the Plan which has been or is duly granted pursuant to the terms of the Plan and the receipt by the Registrant of the consideration specified by the resolution of the board of directors of the Registrant approving the grant of such restricted stock, the Shares so issued will be outstanding as fully paid and non-assessable. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations promulgated thereunder, or that we are "experts" within the meaning of the Securities Act of 1033 or the rules and regulations promulgated thereunder. Yours very truly, /S/ OSLER HOSKIN & HARCOURT LLP EX-23.1 4 y90156yexv23w1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.1 to Form S-8 Registration Statements CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 22, 2001 relating to the consolidated financial statements of Moore Corporation Limited for the year ended December 31, 2000, which appear in the Current Report on Form 8-K dated September 29, 2003. We also consent to the incorporation by reference in this Registration Statement on Form S-8 of Moore Corporation Limited of our report dated February 22, 2001, related to the financial statement schedule of Moore Corporation Limited, appearing in the Annual Report on Form 10-K of Moore Corporation Limited for the year ended December 31, 2002. /s/ PricewaterhouseCoopers LLP Chartered Accountants Toronto, Canada September 25, 2003 EX-23.2 5 y90156yexv23w2.txt CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.2 Consent of Deloitte & Touche LLP INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Moore Wallace Incorporated (formerly known as Moore Corporation Limited) on Form S-8 of our report dated February 12, 2003 except as to Notes 27 and 28, which are as of September 25, 2003, related to the consolidated financial statements of Moore Corporation Limited (which audit report expresses an unqualified opinion and includes an additional paragraph regarding the audit procedures we applied to certain adjustments made to Moore Corporation Limited's 2000 financial statements for the change in accounting policy related to earnings per share, restatement of the segmented information, and the reclassifications to conform to the current year's presentation, but does not express an opinion or any form of assurance on the 2000 financial statements taken as a whole), appearing in the Current Report on Form 8-K dated September 29, 2003. We also consent to the incorporation by reference in this Registration Statement of Moore Wallace Incorporated (formerly known as Moore Corporation Limited) on Form S-8 of our report dated February 12, 2003, related to the financial statement schedule of Moore Corporation Limited, appearing in the Annual Report on Form 10-K of Moore Corporation Limited for the year ended December 31, 2002. /s/ DELOITTE & TOUCHE LLP - ------------------------- Deloitte & Touche LLP Toronto, Canada September 25, 2003 EX-99.1 6 y90156yexv99w1.txt 2003 LONG TERM INCENTIVE PLAN Exhibit 99 Moore Wallace Incorporated 2003 Long Term Incentive Plan MOORE WALLACE INCORPORATED 2003 LONG TERM INCENTIVE PLAN PURPOSE. The purpose of the 2003 Long Term Incentive Plan of Moore Wallace Incorporated (the "Plan") is to promote the long term financial interests of Moore Wallace Incorporated (the "Company"), including its growth and performance, by encouraging directors and key employees of the Company and its subsidiaries to participate in the ownership of the Company, enhancing the ability of the Company and its subsidiaries to attract and retain employees of outstanding ability, and providing directors and employees with an interest in the Company parallel to that of the Company's shareholders. DEFINITIONS. The following definitions are applicable to the Plan: "Award" shall mean an award determined in accordance with the terms of the Plan. "Board of Directors" and "Board" shall mean the Board of Directors of the Company. "Code" means the Internal Revenue Code of 1986, as amended. "Committee" shall mean the Board of Directors and, to the extent permitted by applicable law and the Company's articles, the Compensation Committee to the extent the Board of Directors has delegated to the Compensation Committee all or any powers conferred on the Board of Directors under the Plan. "Compensation Committee" shall mean the Compensation Committee of the Board of Directors. The Compensation Committee shall be composed of not less than three directors of the Company. No officer or employee of the Company or of any subsidiary shall be a member of the Compensation Committee. The Compensation Committee shall at all times be comprised solely of "outside directors" within the meaning of Section 162(m) of the Code and members who satisfy the "non-employee" director standard contained in Rule 16b-3 promulgated under the Exchange Act. "Common Shares" shall mean the common shares of the Company. "Covered Employee" shall mean, at the time of an Award (or such other time as required by Section 162(m) of the Internal Revenue Code) (i) the Company's Chief Executive Officer (or an individual acting in such capacity), (ii) any employee of the Company or its subsidiaries who, in the discretion of the Committee for purposes of determining those employees who are "covered employees" under Section 162(m) of the Code, is likely to be among the four other highest compensated officers of the Company for the year in which an Award is made or payable, and (iii) any other employee of the Company or its subsidiaries designated by the Committee in its discretion. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Fair Market Value" shall mean, per Common Shares, the closing price of the Common Shares on the New York Stock Exchange, or, if there are no sales of Common Shares on such securities exchange on such date, then the closing price of the Common Shares on the last previous day on which a sale on such securities exchange is reported. "Insider" shall have the meaning ascribed thereto in the TSX Policy. "Merger" shall mean the merger with Wallace Computer Services, Inc. following which the Company shall be known as Moore Wallace Incorporated. "Participant" shall mean each director and employee of the Company or any subsidiary who, in the case of an employee, is selected by the Committee to participate in the Plan. "TSX Policy" shall mean the Policy of The Toronto Stock Exchange on Employee Stock Option and Stock Purchase Plans, Options for Services and Related Matters as set forth in sections 626 to and through 637 of the Company Manual of The Toronto Stock Exchange, as amended or replaced from time to time. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in Section 16 of this Plan, in the event the Merger is not consummated, the number of Common Shares which may be issued pursuant to Awards under the Plan shall not exceed 6,000,000. If the Merger is consummated, the number of Common Shares which may be issued pursuant to Awards under the Plan shall not exceed 10,000,000. The aggregate number of Common Shares reserved for issuance which may be issued to any one Insider or such Insider's associates under the Plan together with any Common Shares reserved for issuance to such Insider or such Insider's associates under any other stock option plan, options for services, inducement options or stock purchase plans shall not exceed 5% of the outstanding Common Shares of the Corporation (within the meaning of the TSX Policy). The aggregate number of Common Shares reserved for issuance which may be issued within a one-year period to Insiders under the Plan, together with Common Shares reserved for issuance to Insiders under any other stock options plan, options for services, inducement options or stock purchase plans, shall not exceed 10% of the outstanding Common Shares of the Corporation (within the meaning of the TSX Policy). The aggregate number of Common Shares that may be issued to non-employee directors as a whole shall not exceed 15% of the aggregate Common Shares reserved for issuance under the Plan. A Common Share subject to an Award under the Plan that, in whole or in part, expires unexercised or that is forfeited, terminated or canceled or is paid in cash in lieu of Common Shares, Common Shares surrendered or withheld from any Award under the Plan to satisfy a Participant's income tax withholding obligation and Common Shares owned by the Participant that are tendered to pay for the exercise of a stock option under the Plan shall thereafter again be available for grant under the Plan. ADMINISTRATION. The Plan shall be administered by the Board of Directors. The Board's determinations and actions within its authority under this Plan are final and conclusive and binding on the Company and all other persons. To the extent permitted by applicable law and the Company's articles, the Board of Directors may, from time to time, delegate to the Compensation Committee all or any of the powers conferred on the Board of Directors under the Plan; provided that with respect to any grants of Awards to any Non-Employee Director, the Plan shall be administered by the Board. In connection with such delegation, the Compensation Committee will exercise the powers delegated to it by the Board in the manner and on the terms authorized by the Board. Any decision made or action taken by the Compensation Committee arising out of or in connection with the administration or interpretation of this Plan in this context is final and conclusive and binding on all other persons. A majority of the Compensation Committee shall constitute a quorum, and the acts of a majority shall be the acts of the Compensation Committee. Any determination of the Committee may be made, without a meeting, by a writing or writings signed by all of the members of the Committee. The Committee may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee and the Committee may delegate to one or more employees, agents or officers of the Company, or to one or more third party consultants, accountants, lawyers or other advisors, such ministerial duties related to the operation of the Plan as it may deem appropriate. The Committee (or its delegate, within limits established by the Committee, and, to the extent permitted by applicable law, with respect to non-Covered Employees and employees who are not subject to Section 16 of the Exchange Act) shall (i) select the Participants, determine the type, size and terms of Awards to be made to Participants, determine the shares or share units subject to Awards, the restrictions, conditions and contingencies to be applicable to Awards, and the time or times at which Awards shall be exercisable or at which restrictions, conditions and contingencies shall lapse, and (ii) have the authority to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements entered into hereunder, and to make all other determinations necessary or advisable for the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it shall deem desirable to carry it into effect. The determinations of the Committee in the administration of the Plan, as described herein, shall be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith. ELIGIBILITY. All directors of the Company and all employees of the Company and its subsidiaries who have demonstrated significant management potential or who have the capacity for contributing in a substantial measure to the successful performance of the Company, as determined by the Committee in its sole discretion, are eligible to be Participants in the Plan. The granting of any Award to a Participant shall not entitle that Participant to, nor disqualify that Participant from, any other grant of an Award. AWARDS. Awards under the Plan may consist of restricted stock grants. Awards of restricted stock may provide the Participant with dividends and voting rights prior to vesting. The Plan also covers 85,000 options to purchase Common Shares granted to Thomas W. Oliva ("options") entitling him to purchase Common Shares at a per share price of Cdn$14.12. These options are exercisable for a period of 10 years from the date of grant and vest 25% per year with the first 25% vesting in January 2004. These options were granted by the Corporation under an amendment to the 2001 Long Term Incentive Plan that increased the number of shares issuable under that plan by 85,000 shares. In addition, the terms of the option grant provided that in the event that the Corporation subsequently adopted a new long term incentive plan, such options would be deemed to be issued under that new plan. This option grant was conditioned upon approval of the amendment of the 2001 Long Term Incentive Plan or the adoption of the Plan by the Corporation's shareholders. RESTRICTED STOCK. Restricted stock will be granted in the form of actual Common Shares. In the event that a stock certificate is issued in respect of restricted stock, such certificate shall be registered in the name of the Participant but shall be held by the Company until the end of the restricted period. The employment conditions and the length of the period for vesting of restricted stock shall be established by the Committee at time of grant. AWARDS TO CANADIAN PARTICIPANTS. In the case of an employee who is resident and employed in Canada (a "Canadian Participant"), and subject to the provisions of the Plan relating to a Change in Control, the award agreement shall provide that the Common Shares will be issued to the Canadian Participant only at the end of the applicable vesting period and only if the employment conditions have been satisfied as determined by the Committee in its sole discretion. AWARD AGREEMENTS. Each Award under the Plan shall be evidenced by an agreement setting forth the terms and conditions, as determined by the Committee, which shall apply to such Award, in addition to the terms and conditions specified in the Plan. CHANGE IN CONTROL. In the event of a Change in Control, as hereinafter defined, (i) the restrictions applicable to all shares of restricted stock shall lapse and such shares shall be deemed fully vested, (ii) all Awards of restricted shares shall be deemed to be fully vested and (iii) all options shall be deemed to be fully vested. The Committee may, in its discretion, include such further provisions and limitations in any agreement documenting such Awards as it may deem equitable and in the best interests of the Company. A "Change in Control" means the occurrence of any one of the following events: (i) individuals who, on the date the Plan is adopted, constitute the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date of the Plan, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; (ii) any "person" (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act") and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company's then outstanding securities eligible to vote for the election of the Board (the "Company Voting Securities"); provided, however, that the event described in this paragraph (ii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)); (iii) the consummation of an arrangement, amalgamation, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its subsidiaries that requires the approval of the Company's shareholders, whether for such transaction or the issuance of securities in the transaction (a "Business Combination"), unless immediately following such Business Combination: (A) more than 50% of the total voting power of (x) the corporation resulting from such Business Combination (the "Surviving Corporation"), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the "Parent Corporation"), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 35% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) other than persons set forth in (A) through (D) of paragraph (ii) and (C) at least a majority of the members of the Board of Directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a "Non-Qualifying Transaction"); (iv) the closing of a sale of all or substantially all of the Company's assets, other than to an entity or in a manner where the voting securities immediately prior to such sale represent directly or indirectly after such sale at least 50% of the voting securities of the entity acquiring such assets in approximately the same proportion as prior to such sale; or (v) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company. Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 35% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur. WITHHOLDING. The Company shall have the right to deduct from any payment to be made pursuant to the Plan the amount of any taxes required by law to be withheld therefrom, or to require a Participant to pay to the Company such amount required to be withheld prior to the issuance or delivery of any Common Shares or the payment of cash under the Plan. The Committee may, in its discretion, permit a Participant to elect to satisfy such withholding obligation by having the Company retain the number of Common Shares whose Fair Market Value equals the amount required to be withheld. Any fraction of a Common Share required to satisfy such obligation shall be disregarded and the amount due shall instead be paid in cash to the Participant. NONTRANSFERABILITY. No Award shall be assignable or transferable, and no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant, except by will or the laws of descent and distribution. NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any subsidiary. Further, the Company and its subsidiaries expressly reserve the right at any time to dismiss a Participant free from any liability, or any claim under the Plan, except as provided herein or in any agreement entered into hereunder. Any obligation of the Company under the Plan to make any payment at any future date merely constitutes the unsecured promise of the Company to make such payment from its general assets in accordance with the Plan, and no Participant shall have any interest in, or lien or prior claim upon, any property of the Company or any subsidiary by reason of that obligation. ADJUSTMENT OF AND CHANGES IN COMMON SHARES. In the event of any change in the outstanding Common Shares by reason of any stock dividend or split, recapitalization, amalgamation, arrangement, merger, consolidation, spinoff, combination or exchange of shares or other corporate change, or any distributions to common shareholders other than regular cash dividends, the Committee may make such substitution or adjustment, if any, as it deems to be equitable, as to the number or kind of shares of Common Shares or other securities issued or reserved for issuance pursuant to the Plan and outstanding Awards (including adjustments to the option and exercise prices of outstanding Awards). Except pursuant to the previous sentence, the option or exercise price of outstanding Awards may not be reduced. AMENDMENT. The Plan or any portion thereof may be amended, suspended or terminated by the Board of Directors at any time, provided that, no amendment shall be made without shareholder approval if such approval is necessary for the Plan to continue to comply with Rule 16b-3 under the Exchange Act or as required by the applicable rules and listing standards of The Toronto Stock Exchange and the New York Stock Exchange. EFFECTIVE DATE AND TERMINATION. The Plan shall be effective as of January 1, 2003, subject to its approval by shareholders of the Company. Subject to earlier termination by the action of the Board of Directors, the Plan shall remain in effect until December 31, 2012. PURCHASE FOR INVESTMENT. Each person acquiring Common Shares pursuant to any Award may be required by the Company to furnish a representation that he or she is acquiring the Common Shares so acquired as an investment and not with a view to distribution thereof if the Company, in its sole discretion, determines that such representation is required to ensure that a resale or other disposition of the Common Shares would not involve a violation of the Securities Act of 1933, as amended, or of applicable blue sky laws. Any investment representation so furnished shall no longer be applicable at any time such representation is no longer necessary for such purposes. AWARDS IN SUBSTITUTION FOR AWARDS GRANTED BY OTHER COMPANIES. Awards may be granted under the Plan in substitution for awards held by employees of a company who become employees of the Company or any subsidiary as a result of the merger or consolidation of the employer company with the Company or any subsidiary, or the acquisition by the Company or any subsidiary of the assets of the employer company, or the acquisition by the Company or any subsidiary of stock of the employer company as a result of which it becomes a subsidiary. The terms, provisions, and benefits of the substitute Awards so granted may vary from the terms, provisions, and benefits set forth in or authorized by the Plan to such extent as the Committee at the time of the grant may deem appropriate to conform, in whole or in part, to the terms, provisions, and benefits of the awards in substitution for which they are granted. GOVERNING LAW. The provisions of the Plan shall be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without references to principles of conflicts of law. -----END PRIVACY-ENHANCED MESSAGE-----