sv8
As
filed with the Securities and Exchange Commission on May 17, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Coeur dAlene Mines Corporation
(Exact name of registrant as specified in its charter)
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Idaho
(State or other jurisdiction of incorporation or organization)
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82-0109423
(I.R.S. Employer Identification No.) |
400 Coeur dAlene Mines Building
505 Front Avenue
Coeur dAlene, Idaho 83814
(Address of principal executive offices, including zip code)
Amended and Restated 2003 Long-Term Incentive Plan of
Coeur dAlene Mines Corporation
(Full title of the plan)
Dennis E. Wheeler
Chairman of the Board and Chief Executive Officer
400 Coeur dAlene Mines Building
505 Front Avenue
Coeur dAlene, Idaho 83814
(208) 667-3511
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Steven R. Finley, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
(212) 351-4000
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):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Proposed maximum |
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Proposed maximum |
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Title of securities |
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Amount to be |
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offering price per |
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aggregate |
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Amount of |
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to be registered |
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registered (1) |
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share |
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offering price |
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registration fee |
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Common Stock, par
value $0.01 per
share |
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4,000,000 |
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$17.91 (2) |
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$71,640,000 (2) |
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$5,108 |
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(1) |
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
Securities Act), there are also being registered such additional shares of Common Stock that
become available under the foregoing plan in connection with changes in the number of shares of
outstanding Common Stock because of events such as recapitalizations, stock dividends, stock splits
and reverse stock splits, and any other securities with respect to which the outstanding shares of
Common Stock are converted or exchanged. |
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(2) |
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule
457(c) and Rule 457(h) under the Securities Act based upon the average of the high and low prices
of the Common Stock on the New York Stock Exchange on May 11,
2010, which was $17.91. |
EXPLANATORY NOTE
This registration statement on Form S-8 (the Registration Statement) is filed by Coeur
dAlene Mines Corporation, an Idaho corporation (the Registrant or the Company), relating to
4,000,000 shares of its Common Stock, par value $0.01 per share (Common Stock) issuable under the
Amended and Restated 2003 Long-Term Incentive Plan of Coeur dAlene Mines Corporation (the Plan).
This Common Stock is in addition to the Common Stock that the Company previously registered for
issuance under the Plan before it was amended and restated, on a registration statement on Form S-8
(No. 333-112253) (the Prior Registration Statement). The Prior Registration Statement remains
available for delivery of shares with respect to outstanding awards.
This Registration Statement relates to securities of the same class as that to which the Prior
Registration Statement relates, and is submitted in accordance with General Instruction E to Form
S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E, the
contents of the Prior Registration Statement are incorporated herein by reference and made part of
this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit No. |
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Description |
4.1
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Restated and Amended Articles of Incorporation of the Registrant, as
amended effective May 26, 2009. (Incorporated herein by reference to
Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the
quarter ended March 31, 2010). |
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4.2
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Bylaws of the Registrant, as amended effective July 16, 2007.
(Incorporated herein by reference to Exhibit 3 to the Companys Quarterly
Report on Form 10-Q for the quarter ended September 30, 2007). |
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4.3
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Certificate of Designation, Preferences and Rights of Series B Junior
Preferred Stock of the Registrant, as filed with Idaho Secretary of State
on May 13, 1999. (Incorporated herein by reference to Exhibit 3(c) to
the Registrants Annual Report on Form 10-K for the year ended December
31, 2002). |
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4.4
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Certificate of Amendment to the Certificate of Designation, Preferences
and Rights of Series B Junior Preferred Stock of the Registrant, dated
December 7, 2007. (Incorporated herein by reference to Exhibit 3(g) to
the Registrants Annual Report on Form 10-K for the year ended December
31, 2007). |
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4.5
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Amended and Restated 2003 Long-Term Incentive Plan of Coeur dAlene Mines
Corporation. (Incorporated herein by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K filed on May 14, 2010). |
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Exhibit No. |
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Description |
5.1
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Opinion of Kelli Kast, Esq. |
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23.1
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Consent of Kelli Kast, Esq. (Incorporated by reference from Exhibit 5.1). |
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23.2
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Consent of KPMG LLP. |
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Power of Attorney (contained on signature page hereto). |
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering price set forth
in the Calculation of Registration Fee table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrants annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the 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.
(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public policy as expressed in
the 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 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 Coeur dAlene, State
of Idaho, on May 17, 2010.
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COEUR DALENE MINES CORPORATION
(Registrant)
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By: |
/s/ Dennis E. Wheeler
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Dennis E. Wheeler |
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Chairman of the Board of Directors,
President, Chief Executive Officer and Director |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby
constitutes and appoints Dennis E. Wheeler and Mitchell J. Krebs, and each of them severally, as
his or her true and lawful attorneys-in-fact and agents 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 and amendments filed pursuant to
Rule 462(b) under the Securities Act of 1933) 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, granting unto said attorneys-in-fact and agents, 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 he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of them, or of 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, this registration statement has
been signed by the following persons in the capacities and on the date indicated.
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Signature |
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Title |
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/s/ Dennis E. Wheeler
Dennis E. Wheeler
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Chairman of the Board of
Directors, President, Chief
Executive Officer and Director
(Principal Executive Officer)
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May 17, 2010 |
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/s/ Mitchell J. Krebs
Mitchell J. Krebs
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Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
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May 17, 2010 |
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Signature |
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Title |
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/s/ Thomas T. Angelos
Thomas T. Angelos
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Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
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May 17, 2010 |
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/s/ James J. Curran
James J. Curran
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Director
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May 14, 2010 |
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/s/ John H. Robinson
John H. Robinson
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Director
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May 14, 2010 |
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Director
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Director
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/s/ J. Kenneth Thompson
J. Kenneth Thompson
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Director
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May 17, 2010 |
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Director
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Director
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/s/ L. Michael Bogert
L. Michael Bogert
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Director
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May 17, 2010 |
EXHIBIT INDEX
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Exhibit No. |
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Description |
5.1
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Opinion of Kelli Kast, Esq. |
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23.2
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Consent of KPMG LLP. |