FORM
6-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the
month of May 2006
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Goldcorp
Inc.
(Translation
of registrant's name into English)
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Suite
1560, 200 Burrard Street
Vancouver,
British Columbia V6C 3L6 Canada
(Address
of principal executive offices)
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Indicate
by check mark whether the registrant files or will file annual reports
under
cover Form 20-F or Form 40-F.
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Form
20-F
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....[ ].....
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Form
40-F
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....[X]....
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
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Note:Regulation
S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if
submitted solely to provide an attached annual report to security
holders.
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as
permitted
by Regulation S-T Rule 101(b)(7): ____
| Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. |
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission
pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes
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[
]
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No | [X] |
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
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Suite
1560 - 200 Burrard St.
Vancouver,
BC, V6C 3L6
Tel:
(604) 696-3000
Fax:
(604) 696-3001
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Toronto
Stock Exchange: G
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New
York Stock Exchange:GG
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WARRANTHOLDERS
OVERWHELMINGLY APPROVE EARLY EXERCISE OF WARRANTS
30-DAY
EARLY EXERCISE PERIOD TO COMMENCE ON MAY 11,
2006
Vancouver,
BC, May 9, 2006
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Goldcorp Inc. is pleased to announce that its
proposal to warrantholders was
approved by an average vote of 96% in favour
at a meeting of the holders of the
five series of warrants held today.
The
proceeds of the warrant exercise (a maximum of
approximately US$480 million if
all warrants are exercised early) will be used
to repay credit facilities which
will be drawn down to fund the acquisition of
certain assets of Placer Dome Inc.
from Barrick Gold Corporation.
The
30-day period for the early exercise of the Company’s five series of
publicly-traded warrants will commence at 9:00
a.m. (Vancouver time) on
Thursday, May 11, 2006 and will expire at 5:00
p.m. (Vancouver time) on Friday,
June 9, 2006.
Registered
holders of warrants are encouraged to exercise
their warrants in accordance with
the procedures set forth below as soon as possible
and, in any event, prior to
5:00 p.m. (Vancouver time) on Friday, June 9,
2006 in order to acquire the
following fraction of a new warrant of the Company
in addition to the number of
common shares or fractions of a common share
issuable upon exercise of each
warrant:
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Series
of Warrant
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Fraction
of a New Warrant
for
each Existing
Warrant
exercised
during
the Early Exercise Period
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Number
of Existing Warrants
to
be exercised to acquire
one
New Warrant
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First
Warrants
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0.44
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2.273
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Series
A Warrants
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0.01
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100
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Series
B Warrants
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0.08
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12.5
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Series
C Warrants
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0.01
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100
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U.S.
Dollar Warrants
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0.32
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3.125
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Non-registered
holders of warrants, whose warrants are registered
in the name of a brokerage
firm, bank or trust company or other intermediary
through which they purchased
the warrants, should contact their intermediaries
for instructions on how to
exercise their warrants.
-2-
Registered
holders of warrants may exercise their rights
to acquire the above-noted new
warrants by surrendering the certificates representing
their warrants to CIBC
Mellon Trust Company at any time prior to 5:00
p.m. (Vancouver time) on Friday,
June 9, 2006, by hand or courier at its offices
located at 1066 West Hastings
Street, Suite 1600, Vancouver, British Columbia
V6E 3X1 or Commerce Court West,
199 Bay Street, Securities Level, Toronto, Ontario
M5L 1G9, or by registered
mail at P.O. Box 1036, Adelaide Street Postal
Station, Toronto, Ontario M5C 2K4.
The warrant certificate must be submitted together
with (i) a duly completed and
executed subscription form on the reverse of
their warrant certificates or in
the form that is being mailed to registered warrantholders,
specifying the
number of Common Shares that the holder intends
to subscribe for; and (ii) a
certified cheque, bank draft or money order in
Canadian dollars, payable to or
to the order of the Company in an amount equal
to the exercise price multiplied
by the number of warrants that the holder intends
to exercise.
In
the
event that not less than 66 ⅔% of each series of warrants outstanding as of
May 10, 2006 are exercised during the early exercise
period, each warrant that
has not been exercised by 5:00 p.m. (Vancouver
time) on Friday, June 9, 2006
will be automatically exchanged, without any
further action on the part of the
warrantholder, including payment of the exercise
price thereof or any other
additional consideration, for (i) a fraction
of a common share equivalent in
value to the intrinsic (in-the-money) value of
such warrant calculated with
reference to the volume weighted average trading
price of the Company’s common
shares for the five trading days immediately
preceding the expiry of the early
exercise period, and (ii) one-half of the fraction
of a new warrant issued to
holders of warrants who exercised during the
early exercise period (as set forth
in the table below).
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Series
of Warrants
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Fraction
of a New Warrant for
Each
Existing Warrant not exercised
during
the Early Exercise Period
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First
Warrants
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0.220
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Series
A Warrants
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0.005
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Series
B Warrants
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0.040
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Series
C Warrants
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0.005
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U.S.
Dollar Warrants
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0.160
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BMO
Nesbitt Burns Inc. and GMP Securities L.P. are
acting as financial advisors to
the Company with respect to the transaction.
-3-
This
press release shall not constitute an offer to
sell or the solicitation of an
offer to buy nor shall there be any sale of these
securities in any state in
which such offer, solicitation or sale would
be unlawful prior to registration
or qualification under the securities laws of
any such state.
If
you have any questions or require assistance
with the early exercise of
warrants, please contact:
KINGSDALE
SHAREHOLDER SERVICES INC.
North
America Toll-Free Phone: 1-866-833-6977
Outside
North America Call Collect: 416-867-2333
E-mail:
shareholder@kingsdalecapital.com
First
Quarter Results and Earnings Conference Call
Reminder:
As
previously announced on April 6, 2006, the Company
will release first quarter
results after market close on Monday, May 15,
2006.
A
conference call will be held Tuesday, May 16th
at 11:00
a.m. (ET) to discuss these results. You may join
the call by dialing toll free
1-877-888-3855 or (416) 695-6622 for calls from
outside Canada and the
US.
The
conference call will be recorded and you can
listen to a playback of the call
after the event by dialing 1-888-509-0081 or
(416) 695-5275. A live and archived
audio webcast will be available on the website
at www.goldcorp.com.
Goldcorp
is the world’s lowest cost multi-million ounce gold producer.
Annualized gold
production in 2006 is expected to be approximately
2 million ounces at a cash
cost of US$125 per ounce and the Company does
not hedge its gold
production.
Cautionary
Note Regarding Forward-Looking Statements
This
press
release contains “forward-looking statements”, within the meaning of the United
States Private Securities Litigation Reform Act
of 1995 and applicable Canadian
securities legislation, concerning the business,
operations and financial
performance and condition of each of Goldcorp
Inc. Forward-looking statements
include, but are not limited to, statements with
respect to the future price of
gold, silver and copper, the estimation of mineral
reserves and resources, the
realization of mineral reserve estimates, the
timing and amount of estimated
future production, costs of production, capital
expenditures, costs and timing
of the development of new deposits, success of
exploration activities,
permitting time lines, currency exchange rate
fluctuations, requirements for
additional capital, government regulation of
mining operations, environmental
risks, unanticipated reclamation expenses, title
disputes or claims and
limitations on insurance coverage. Generally,
these forward-looking statements
can be identified by the use of forward-looking
terminology such as “plans”,
“expects” or “does not expect”, “is expected”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or
“believes”, or variations of such words and phrases or
state that certain
actions, events or results “may”, “could”, “would”, “might” or “will be taken”,
“occur” or “be achieved”. Forward-looking statements are subject to known
and
unknown risks, uncertainties and other factors
that may cause the actual
results, level of activity, performance or achievements
of Goldcorp and
Virginia, respectively, to be materially different
from those expressed or
implied by such forward-looking statements, including
but not limited to: risks
related to the integration of acquisitions; risks
related to international
operations; risks related to joint venture operations;
actual results of current
exploration activities; actual results of current
reclamation activities;
conclusions of economic evaluations; changes
in project parameters as plans
continue to be refined; future prices of gold,
silver and copper; possible
variations in ore reserves, grade or recovery
rates; failure of plant, equipment
or processes to operate as anticipated; accidents,
labour disputes and other
risks of the mining industry; delays in obtaining
governmental approvals or
financing or in the completion of development
or construction activities, as
well as those factors discussed in the section
entitled “Description of the
Business - Risk Factors” in Goldcorp’s Annual Information Form for the year
ended December 31, 2005, available on www.sedar.com,
and Form 40-F for the year
ended December 31, 2005 on file with the United
States Securities and Exchange
Commission in Washington, D.C. Although Goldcorp
has attempted to identify
important factors that could cause actual results
to differ materially from
those contained in forward-looking statements,
there may be other factors that
cause results not to be as anticipated, estimated
or intended. There can be no
assurance that such statements will prove to
be accurate, as actual results and
future events could differ materially from those
anticipated in such statements.
Accordingly, readers should not place undue reliance
on forward-looking
statements. Goldcorp does not undertake to update
any forward-looking statements
that are incorporated by reference herein, except
in accordance with applicable
securities laws.
For
further information, please contact:
Julia
Hasiwar
Director,
Investor Relations
Goldcorp
Inc.
1560-200
Burrard Street
Vancouver,
British Columbia, V6C 3L6
Telephone:
(604) 696-3011
Fax:
(604) 696-3001
e-mail:
info@goldcorp.com
website:
www.goldcorp.com
-4-
Signature
Pursuant
to the requirements of the Securities Exchange
Act of 1934, the registrant has
duly caused this report to be signed on its
behalf by the undersigned, thereunto
duly authorized.
| GOLDCORP INC. | ||
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Date: May
10, 2006
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/s/Anna
M. Tudela
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Name: Anna M. Tudela |
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Title:
Assistant Corporate Secretary and
Director,
Legal
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