Form S-8
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 2008
REGISTRATION STATEMENT NO. 333-
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLDCORP INC.
(Exact name of Registrant as specified in its charter)
     
ONTARIO, CANADA   NOT APPLICABLE
(Province or other jurisdiction of   (I.R.S. Employer Identification Number)
incorporation or organization)    
Suite 3400 — 666 Burrard Street
Vancouver, British Columbia
V6C 2X8
(604) 696-3000
(Address and telephone number of Registrant’s principal executive offices)
GOLDCORP INC. 2005 STOCK OPTION PLAN
(Full title of the plan)
CT Corporation System, 111 Eighth Avenue,
New York, New York 10019
(800) 223-7567
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
 


Copies to:
     
Jennifer Traub   Daniel Miller
Cassels Brock & Blackwell LLP   Dorsey & Whitney LLP
Suite 2100, Scotia Plaza   Suite 1605, 777 Dunsmuir Street
40 King Street West   P.O. Box 10444, Pacific Centre
Toronto, Ontario   Vancouver, British Columbia
Canada M5H 3C2   Canada V7Y 1K4
(416) 869-5300   (604) 687-5151
 
CALCULATION OF REGISTRATION FEE
                                 
 
  Title of Each Class           Proposed Maximum     Proposed Maximum        
  of Securities to be     Amount to be     Offering Price per     Aggregate Offering     Amount of  
  Registered     Registered(1)     Security (2)     Price(2)     Registration Fee  
 
Common Shares
     20,000,000     $42.40     $848,000,000     $ 33,327    
 
 
(1)   Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number of Common Shares being registered hereby shall be adjusted to include any additional Common Shares that may become issuable as a result of stock splits, stock dividends, recapitalization or any other similar transactions effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding Common Shares in accordance with the provisions of the plan described herein.
 
(2)   Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the average of high and low prices of the Registrant’s Common Shares as reported on the New York Stock Exchange on May 20, 2008.
 
 

 

 

TABLE OF CONTENTS

EXPLANATORY NOTE
EXHIBITS
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed in order to register additional shares under the Registrant’s Goldcorp Inc. 2005 Stock Option Plan. The contents of the Registrant’s Registration Statement on Form S-8 filed on June 22, 2005 (File No. 333-126039) are incorporated by reference into this Registration Statement.

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EXHIBITS
     
EXHIBIT NO.   DESCRIPTION
4.1
  Goldcorp Inc. 2005 Stock Option Plan as amended on May 20, 2008.
 
    
5.1
  Opinion of Cassels Brock & Blackwell LLP.
 
    
23.1
  Consent of Deloitte & Touche LLP, Independent Registered Public Accountants.
 
    
23.2
  Consent of Cassels Brock & Blackwell LLP (contained in its opinion filed as Exhibit 5.1).
 
    
24.1
  Power of Attorney (included on the signature page of this Registration Statement).

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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 Vancouver, British Columbia, Canada on May 29, 2008.
             
    GOLDCORP INC.    
 
            
 
  By:   /s/ Charles Jeannes     
 
     
 
    
    Name:  Charles Jeannes    
    Title: Executive Vice President, Corporate    
    Development    

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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints C. Kevin McArthur, with full powers of substitution and resubstitution, our true and lawful attorney-in-fact and agent, with full powers to him to sign for us, in our names and in the capacities indicated below, the Registration Statement on Form S-8 filed with the Commission, and any and all amendments to said Registration Statement (including post-effective amendments), and to file or cause to be filed the same, with all exhibits hereto and other documents in connection therewith, with the Commission, granting unto said attorney with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as to he might or could do in person, and hereby ratifying and confirming all that said attorney, or his substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
        
 
  President, Chief Executive Officer and   May 29, 2008
/s/ C. Kevin McArthur 
C. Kevin McArthur
   Director (principal executive officer)    
 
        
 
  Executive Vice President and Chief   May 29, 2008
/s/ Lindsay Hall 
Lindsay Hall
   Financial Officer (principal financial and accounting officer)    
 
        
/s/ Ian W. Telfer 
Ian W. Telfer
  Chairman and Director    May 29, 2008
 
        
 
  Director   May 29, 2008
/s/ Douglas M. Holtby 
Douglas M. Holtby
       
 
        
 
  Director   May 29, 2008
/s/ John P. Bell 
John P. Bell
       
 
        
 
  Director   May 29, 2008
/s/ Lawrence Bell 
Lawrence Bell
       
 
        
 
  Director   May 29, 2008
/s/ Beverley Briscoe 
Beverley Briscoe
       
 
        
 
  Director   May 29, 2008
/s/ Peter Dey 
Peter Dey
       
 
        
 
  Director   May 29, 2008
/s/ P. Randy Reifel 
P. Randy Reifel
       
 
        
 
  Director   May 29, 2008
/s/ A. Dan Rovig 
A. Dan Rovig
       
 
        
 
  Director   May 29, 2008
/s/ Kenneth F. Williamson 
Kenneth F. Williamson
       

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EXHIBIT INDEX
     
EXHIBIT NO.   DESCRIPTION
4.1
  Goldcorp Inc. 2005 Stock Option Plan as amended on May 20, 2008.
 
    
5.1
  Opinion of Cassels Brock & Blackwell LLP.
 
    
23.1
  Consent of Deloitte & Touche LLP, Independent Registered Public Accountants.
 
    
23.2
  Consent of Cassels Brock & Blackwell LLP (contained in its opinion filed as Exhibit 5.1).
 
    
24.1
  Power of Attorney (included on the signature page of this Registration Statement).

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