40-F
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
[Check one]
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REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934 |
OR
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ANNUAL REPORT PURSUANT TO SECTION 13(a) or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended: Commission File Number: 1-15226
ENCANA CORPORATION
(Exact name of Registrant as specified in its charter)
Not applicable
(Translation of Registrants name into English (if applicable)
Canada
(Province or other jurisdiction of incorporation or organization)
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1311
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Not applicable |
(Primary Standard Industrial
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(I.R.S. Employer |
Classification Code Number (if applicable))
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Identification Number (if applicable)) |
1800 Bankers Hall East
855 2nd Street S.W.
Calgary, Alberta, Canada T2P 2S5
(403) 645-2000
(Address and telephone number of Registrants principal executive offices)
CT Corporation System
111-8th Avenue, New York, New York 10011
(212) 894-8940
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
copies to:
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Kerry D. Dyte
EnCana Corporation
1800 Bankers Hall East
855 2nd Street S.W.
Calgary, Alberta, Canada T2P 2S5
(403) 645-2000
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Andrew J. Foley
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000 |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class
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Name of each exchange on which registered |
Common shares, no par value (including common
share purchase rights)
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New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Debt Securities
(Title of Class)
For Annual Reports indicate by check mark the information filed with this Form:
o Annual information form o Audited annual financial statements
Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report:
Not applicable.
Indicate by check mark whether the Registrant filing the information contained in this Form is also
thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, please indicate the
filing number assigned to the Registrant in connection with such Rule.
Yes o 82- No þ
Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to filing requirements for
the past 90 days.
Yes
þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter ) during the preceding 12 months
(or for such shorter period that the Registrant was required to submit and post such files).
Yes o No o
The Registration Statement on Form 40-F shall be incorporated by reference into or as an exhibit
to, as applicable, each of the Registrants Registration Statements under the Securities Act of
1933: Form F-3 (File No. 333-150360), Form S-8 (File Nos. 333-13956, 333-85598, 333-124218, and
333-140856) and Form F-9 (File No. 333-149370).
TABLE OF CONTENTS
DOCUMENTS FILED AS PART OF THIS REGISTRATION STATEMENT
The following documents have been filed as part of this Registration Statement on Form 40-F as
Exhibits hereto:
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Exhibits |
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Documents |
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99.1
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Notice of Special Meeting of Shareholders and Information
Circular Relating to an Arrangement Involving Cenovus Energy Inc.
(the Information Circular), dated October 20, 2009, containing
a description of the Registrants common shares (incorporated by reference to the Form 6-K filed with the
Securities and Exchange Commission on October 29, 2009) (File No. 1-15226). |
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99.2
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The description of the Registrants common share purchase rights
(incorporated by reference to the Form 8-A12B/A filed with the
Securities and Exchange Commission on June 30, 2004) (File No.
1-15226). |
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99.3
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Annual Information Form of the Registrant for the fiscal year
ended December 31, 2008 (incorporated by reference to the Form
40-F filed with the Securities and Exchange Commission on
February 20, 2009) (File No. 1-15226). |
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99.4
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Managements Discussion and Analysis of the Registrant as at
December 31, 2008 and December 31, 2007 and for each of the years
in the three year period ended December 31, 2008 (incorporated by
reference to the Form 40-F filed with the Securities and Exchange
Commission on February 20, 2009) (File No. 1-15226). |
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99.5
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Consolidated Financial Statements of the Registrant as at
December 31, 2008 and December 31, 2007 and for each of the years
in the three year period ended December 31, 2008 (incorporated by
reference to the Form 40-F filed with the Securities and Exchange
Commission on February 20, 2009) (File No. 1-15226). |
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99.6
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Information Circular of the Registrant dated February 28, 2009
with respect to the annual meeting of shareholders held on April
22, 2009 (incorporated by reference to Exhibit 99.1 to the Form
6-K filed on March 25, 2008). |
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99.7
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Certificate and Articles of Amalgamation effective January 1,
2006, respecting the amalgamation of EnCana Corporation and
6110703 Canada Inc., the continuing entity being EnCana
Corporation (incorporated by reference to the Form 6-K filed with
the Securities and Exchange Commission on February 6, 2006) (File
No. 1-15226). |
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99.8
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By-Law No. 1 of EnCana Corporation effective February 18, 2004
and confirmed by the shareholders of the Registrant at the annual
and special meeting of shareholders held on April 28, 2004
(incorporated by reference to the Form 6-K filed with the
Securities and Exchange Commission on March 1, 2005) (File No.
1-15226). |
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99.9
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Amended and Restated Shareholder Rights Plan Agreement entered
into by the Registrant and CIBC Mellon Trust Company, as Rights
Agent (incorporated by reference to the Form 8-A12B/A filed with
the Securities and Exchange Commission on June 30, 2004) (File
No. 1-15226). |
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99.10
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Consent of PricewaterhouseCoopers LLP. |
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99.11
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Consent of McDaniel & Associates Consultants Ltd. |
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99.12
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Consent of GLJ Petroleum Consultants Ltd. |
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99.13
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Consent of DeGolyer and MacNaughton. |
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99.14
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Consent of Netherland, Sewell & Associates, Inc. |
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant does not have any off-balance sheet financing arrangements that have or are
reasonably likely to have an effect on its results of operations or financial condition.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The required disclosure is included under the heading Contractual Obligations and Contingencies
in the Registrants Management Discussion and Analysis as at December 31, 2008 and December 31,
2007 and for each of the three years ending December 31, 2008, incorporated by reference as Exhibit
99.4 in this Registration Statement on Form 40-F.
FORWARD LOOKING INFORMATION
The safe harbor provided in Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended (the Exchange Act), applies to forward-looking
information provided pursuant to Off-Balance Sheet Arrangements and Tabular Disclosure of
Contractual Obligations in this Registration Statement on Form 40-F. See Forward-Looking
Statements in the Information Circular filed as Exhibit 99.1 to this Registration Statement on
Form 40-F and Note Regarding Forward-Looking Statements in the Annual Information Form for the
fiscal year ended December 31, 2008, incorporated by reference as Exhibit 99.3 to this Registration
Statement on Form 40-F.
COMPLIANCE WITH AUDITOR INDEPENDENCE AND RECONCILIATION REQUIREMENT
The Registrants financial statements as at December 31, 2008 and December 31, 2007 and for each of
the years in the three year period ended December 31, 2008 filed as part of this Registration
Statement on Form 40-F have been reconciled to U.S. GAAP. Such reconciliation is set forth in the
Registrants Consolidated Financial Statements as at December 31, 2008 and December 31, 2007 and
for each of the years in the three year period ended December 31, 2008, incorporated by reference
as Exhibit 99.5.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking
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 Form 40-F; the
securities in relation to which the obligation to file an annual report on Form 40-F arises; or
transactions in said securities.
B. Consent to Service of Process
A Form F-X signed by the Registrant and its agent for service of process is being filed with the
Commission together with this Registration Statement on Form 40-F.
Any change to the name or address of the agent for service of process of the Registrant shall be
communicated promptly to the Commission by an amendment to the Form F-X referencing the file number
of the relevant registration statement.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all
of the requirements for filing on Form 40-F and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
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Date: October 29, 2009 |
EnCana Corporation
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By: |
/s/ Kerry D. Dyte |
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Kerry D. Dyte |
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Corporate Secretary |
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