As filed with the Securities and Exchange Commission on July 12, 2006

Registration No. 333-                    

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

THE THOMSON CORPORATION

(Exact name of registrant as specified in its charter)

Ontario, Canada		98-0176673
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Metro Center, One Station Place
Stamford, Connecticut 06902
(Address of principal executive offices and zip code)

The Thomson Deferred Compensation Plan
(Full title of the plan)

Deirdre Stanley, Esq., Senior Vice President and General Counsel, Thomson Holdings Inc.,
Metro Center, One Station Place, Stamford, Connecticut 06902
(Name and address of agent for service)

(203) 539-8000
(Telephone number, including area code, of agent for service)

Proposed

Proposed

maximum

maximum

Amount of

Title of securities

Amount to be

offering price

aggregate

registration

to be registered

registered (1)

per share (2)

offering price (2)

fee

Common shares, no par value

6,000,000 shares

$

38.715

$

232,290,000.00

$

24,855.03

(1)		This Registration Statement shall be deemed to cover an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)		Estimated pursuant to Rule 457 under the Securities Act of 1933, as amended, solely for the purpose of computing the registration fee, based on the average of the high and low prices of the securities being registered hereby as reported on the New York Stock Exchange on July 7, 2006, a date within five business days of the filing of this Registration Statement.

 

 

PART I

ITEM 1. PLAN INFORMATION.^*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.^*

     ^* The documents containing the information specified in Part I of this Registration Statement will be sent or given to participants in The Thomson Deferred Compensation Plan as specified under Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). These documents are not required to be, and are not being, filed by the Company with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have previously been filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

	•		the Company’s annual report on Form 40-F for the fiscal year ended December 31, 2005;
	•		Exhibit 99.1 of the Company’s report on Form 6-K dated March 29, 2006 (excluding those sections under the headings “Report on Executive Compensation,” “Composition of the Human Resources Committee,” “Performance Graph” and “Statement of Corporate Governance Practices”);
	•		Exhibits 99.1 and 99.2 of the Company’s report on Form 6-K dated April 28, 2006; and
	•		the description of the Company’s common shares contained in its registration statement on Form 40-F filed on December 11, 1998, as updated by its annual report on Form 40-F for the fiscal year ended December 31, 2005, and any amendments or reports filed for the purpose of updating such description.

     In addition, all other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which de-registers all securities then remaining unsold, and any Form 6-K during such period or portions thereof that are identified in such form as being incorporated by reference into this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to collectively as the “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 therein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statements 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.

     The validity of the Common Shares being registered hereunder will be passed upon by Torys LLP. As of the date of this Registration Statement, the partners and associates of Torys LLP owned beneficially, directly or indirectly, less than 1% of the Company’s outstanding securities. Certain partners and an associate of Torys LLP are assistant secretaries of the Company and certain of its affiliates.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under the Business Corporations Act (Ontario), the Company may indemnify a present or former director or officer or a person who acts or acted at the Company’s request as a director or officer of another corporation of which the Company is or was a shareholder or creditor, and his or her 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 or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the Company or such other corporation and provided that the director or officer acted honestly and in good faith with a view to the best interests of the Company, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such director or officer had reasonable grounds for believing that his or her conduct was lawful. Such indemnification may be made in connection with an action by or on behalf of the Company or such other corporation to procure a judgment in its favor only with court approval. A director or officer is entitled to indemnification from the Company as a matter of right if he or she was substantially successful on the merits in his or her defense of the action or proceeding and fulfilled the conditions set forth above.

     The by-laws of the Company provide that the Company shall indemnify a director or officer, a former director or officer or a person who acts or acted at the Company’s request as a director or officer of a body corporate of which the Company is or was a shareholder or creditor, and the heirs and legal representatives of such a person against all costs, charges, expenses and liabilities incurred while carrying out such acts, except as prohibited by law.

     The by-laws of the Company further provide that the Company may, to the extent permitted by the Business Corporations Act (Ontario), purchase and maintain insurance for the benefit of any director or officer, a former director or officer or a person who acts or acted at the Company’s request as a director or officer of a body corporate of which the Company is or was a shareholder or creditor.

     A contractual indemnity is provided by The Woodbridge Company Limited, the Company’s principal shareholder, which indemnifies, subject to certain exclusions, directors and officers for losses as a result of claims against the directors and officers of the Company in their capacity as directors and officers and also reimburses the Company for payments made pursuant to the indemnity provided by the Company pursuant to the Business Corporations Act (Ontario) and the by-laws of the Company.

     In addition, the Company has entered into agreements with each of its directors which indemnify them to the maximum extent permitted by law.

     Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company 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.

ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS

		Exhibit No.				Description
			4.1			The Thomson Deferred Compensation Plan (incorporated herein by reference to Annex A of the Company’s management information circular, as set forth in Exhibit 99.1 of the Company’s Form 6-K dated March 29, 2006)
			4.2			Restated articles of incorporation of The Thomson Corporation (incorporated herein by reference to Exhibit 99.1 of the Company’s Form 6-K dated March 4, 2005)
			4.3			By-laws of The Thomson Corporation (incorporated herein by reference to Exhibit 99.2 of the Company’s Form 6-K dated March 4, 2005)
			5			Opinion of Torys LLP
			23.1			Consent of PricewaterhouseCoopers LLP
			23.2			Consent of Torys LLP (included in Exhibit 5)
			24			Power of Attorney (included on signature pages to this Registration Statement).

ITEM 9. UNDERTAKINGS

               (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; and

               (4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i)		Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
	(ii)		Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	(iii)		The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
	(iv)		Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

          (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 this 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 of 1933, 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 Stamford, State of Connecticut, on this 12th day of July 2006.

		THE THOMSON CORPORATION
		By:		/s/ Deirdre Stanley
				Name: Deirdre Stanley
				Title: Senior Vice President and General Counsel

POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Stephane Bello and Deirdre Stanley, or either of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on July 12, 2006.

Name		Title
/s/ Richard J. Harrington		President, Chief Executive Officer and Director (principal executive
Richard J. Harrington		officer)
/s/ Robert D. Daleo		Executive Vice President, Chief Financial Officer and Director (principal
Robert D. Daleo		financial officer)
/s/ Linda J. Walker		Vice President, Controller and Chief Accounting Officer (principal
Linda J. Walker		accounting officer)
/s/ David K.R. Thomson		Director
David K.R. Thomson
/s/ W. Geoffrey Beattie		Director
W. Geoffrey Beattie

Name		Title
		Director
Ron D. Barbaro
		Director
Mary Cirillo
		Director
Steven A. Denning
		Director
V. Maureen Kempston Darkes
		Director
Roger L. Martin
		Director
Vance K. Opperman
/s/ John M. Thompson		Director
John M. Thompson
/s/ Peter J. Thomson		Director
Peter J. Thomson
/s/ Richard M. Thomson		Director
Richard M. Thomson
/s/ John A. Tory		Director
John A. Tory

AUTHORIZED REPRESENTATIVE

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed below by the undersigned, the Registrant’s duly authorized representative in the United States, on this 12th day of July 2006.

		THOMSON HOLDINGS INC.
		By:		/s/ Deirdre Stanley
				Name: Deirdre Stanley
				Title: Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.		Description
4.1		The Thomson Deferred Compensation Plan (incorporated herein by reference to Annex A of the Company’s management information circular, as set forth in Exhibit 99.1 of the Company’s Form 6-K dated March 29, 2006)
4.2		Restated articles of incorporation of The Thomson Corporation (incorporated herein by reference to Exhibit 99.1 of the Company’s Form 6-K dated March 4, 2005)
4.3		By-laws of The Thomson Corporation (incorporated herein by reference to Exhibit 99.2 of the Company’s Form 6-K dated March 4, 2005)
5		Opinion of Torys LLP
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of Torys LLP (included in Exhibit 5)
24		Power of Attorney (included on signature pages to this Registration Statement)