As filed with the Securities and Exchange Commission on July 6, 2015

Registration No.  333-    

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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TECK RESOURCES LIMITED
(Exact name of registrant as specified in its charter)

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Suite 3300, 550 Burrard Street
Vancouver, British Columbia V6C 0B3
(Address of Principal Executive Offices, Including Zip Code)

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Teck Resources Limited 2010 Stock Option Plan, as amended
(Full title of the plans)

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CT Corporation System
111 Eighth Avenue, 13^th Floor
New York, New York 10011
(Name and address of agent for service)

(212) 894-8800
(Telephone number, including area code, of agent for service)

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Copies to:

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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” or a “smaller reporting company” in Rule 12-b2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

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EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, the registrant, Teck Resources Limited (the “Registrant”), is filing this registration statement (the “Registration Statement”) with respect to the issuance of an additional 18,000,000 of its Class B Subordinate Voting Shares (the “Class B Shares”) under its 2010 Stock Option Plan, as amended, dated as of February 9, 2010, as amended on September 20, 2010, February 22, 2011 and February 17, 2015 (as amended, the “Plan”).  On November 24, 2010, the Registrant filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement (the “Original Registration Statement”) on Form S-8 (File No. 333-170840) with respect to the issuance of Class B Shares under the Plan. Except as otherwise provided herein, the contents of the Original Registration Statement are hereby incorporated in the Registration Statement by reference.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed with the Commission are incorporated herein by reference:

1.

The Registrant’s Annual Report on Form 40-F for the year ended December 31, 2014, filed with the Commission on March 06, 2015;

2.

All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s latest annual report referred to in 1 above; and

3.

The description of the Class B Shares as set forth in the Registrant’s Registration Statement on Form 8-A filed on June 19, 2006, and any further amendment or report filed for the purposes of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 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 Class B Shares offered hereby have been sold or which deregisters all Class B Shares then remaining unsold, 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.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, 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.

Each of Rodrigo Marinho, P.Geo., Don Mills, P.Geo. and Eric Jensen, P.Eng., is an employee of the Registrant and/or one of its subsidiaries or affiliates and each is presently eligible to receive options to purchase Class B Shares under the Plan from time to time.

The exhibits listed under the caption “Exhibit Index” of this Registration Statement are incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Vancouver, Province of British Columbia, Country of Canada, on this 6th day of July, 2015.

TECK RESOURCES LIMITED
By:	/s/ Ronald A. Millos
	Name:	Ronald A. Millos
	Title	Senior Vice President, Finance and Chief Financial Officer

 

 

 

 

 

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Donald R. Lindsay, Ronald A. Millos, Peter C. Rozee and Karen L. Dunfee, and each of them, any of whom may act without the joinder of the other, the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, 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 the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on July 6, 2015.

Signature		Capacity		Date
/s/ Donald R. Lindsay
Donald R. Lindsay		President, Chief Executive Officer and Director (Principal Executive Officer)		July 6, 2015
/s/ Ronald A. Millos
Ronald A. Millos		Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer)		July 6, 2015
/s/ John F. Gingell
John F. Gingell		Vice President and Corporate Controller (Principal Accounting Officer)		July 6, 2015
/s/ Norman B. Keevil
Norman B. Keevil		Chairman of the Registrant and Director		July 6, 2015
/s/ Mayank M. Ashar
Mayank M. Ashar		Director		July 6, 2015
/s/ Felix P. Chee
Felix P. Chee		Director		July 6,  2015
/s/ Jack L. Cockwell
Jack L. Cockwell		Director		July 6,  2015

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