<PAGE>
As filed with the Securities and Exchange Commission on May 20, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
APEX SILVER MINES LIMITED
(Exact Name of Issuer as Specified in its Charter)
Cayman Islands Not Applicable
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Caledonian House, Ground Floor
Mary Street
George Town, Grand Cayman
Cayman Islands, British West Indies
(345) 949-0050
(Address of Principal Executive Offices)
--------------
APEX SILVER MINES LIMITED
EMPLOYEES' SHARE OPTION PLAN
APEX SILVER MINES LIMITED
NON-EMPLOYEE DIRECTORS'
SHARE OPTION PLAN
APEX SILVER MINES LIMITED
NON-QUALIFIED STOCK
OPTION AGREEMENTS
(Full Title of the Plans)
--------------
Thomas S. Kaplan
Chief Executive Officer
Apex Silver Mines Corporation
1700 Lincoln Street, Suite 3050
Denver, Colorado 80203
(303) 839-5060
(Name and Address of Agent for Service)
Telephone Number, Including Area Code, of Agent for Service: (303) 839-5060
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================= ===================== ======================== ======================= ==========================
Title of Shares Amount to Proposed Maximum Proposed maximum Amount of
to be Registered be Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share Price(2)
- ----------------------------- --------------------- ------------------------ ----------------------- --------------------------
<S> <C> <C> <C> <C>
Ordinary Shares (par value 3,040,625 Ordinary Not Applicable $33,212,744 $9,798
$.01 per share) Shares
============================= ===================== ======================== ======================= ==========================
</TABLE>
(1) There are also registered hereunder such additional indeterminate number of
ordinary shares, par value $0.01 per share (the "Ordinary Shares"), as may
be issued as a result of the antidilution provisions of the Apex Silver
Mines Limited Employees' Share Option Plan (the "Employees' Share Option
Plan"), the Apex Silver Mines Limited Non-Employee Directors' Share Option
Plan (the "Non-Employee Directors' Share Option Plan") and the Apex Silver
Mines Limited Non-Qualified Stock Option Agreements (the "Non-Qualified
Stock Option Agreements").
(2) Calculated on the basis of (i) 455,625 Ordinary Shares at $8.00 per
Ordinary Share having an aggregate price of $3,645,000, pursuant to Rule
457(h)(1) of the Securities Act of 1933, as amended (the "Act"), which is
the aggregate offering price of certain of the Ordinary Shares subject to
outstanding options under the Employees' Share Option Plan and all of the
Non-Qualified Stock Option Agreements, (ii) 54,081 Ordinary Shares at $11
3/16 per Ordinary Share having an aggregate price of $605,031, pursuant to
Rule 457(h)(1) of the Act, which is the aggregate offering price of certain
of the Ordinary Shares subject to outstanding options under the Employees'
Share Option Plan and (iii) with respect to the remaining 2,530,919
Ordinary Shares registered hereunder, using the average of the high and low
prices reported on the American Stock Exchange on May 14, 1998, which is
$11.44, having an aggregate offering price of $28,953,713, pursuant to Rule
457(h)(1) and Rule 457(c) of the Act.
================================================================================
<PAGE>
STATEMENT
---------
This Registration Statement on Form S-8 is being filed with the Securities
and Exchange Commission (the "Commission") by Apex Silver Mines Limited, a
Cayman Islands Corporation (the "Company"), in order to register (i) 2,000,000
Ordinary Shares that will be available for issuance under the Employees' Share
Option Plan, (ii) 1,000,000 additional Ordinary Shares that will be available
for issuance under the Non-Employee Directors' Share Option Plan, all of which
may be issued upon the exercise of options granted under such plans, and (iii)
40,625 additional Ordinary Shares which may be issued by the Company pursuant to
the exercise of options granted in Non-Qualified Stock Option Agreements to each
of the seven non-employee directors of the Company.
2
<PAGE>
PART I
Item 1. PLANS INFORMATION.
Not included pursuant to Form S-8 instructions.
Item 2. REGISTRANT INFORMATION AND PLANS ANNUAL INFORMATION.
Not included pursuant to Form S-8 instructions.
PART II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Company hereby incorporates herein by reference the following
documents:
(1) The description of the Company's Ordinary Shares contained in the
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the "Commission") on August 29, 1997,
Registration No. 333-34685, including amendments thereto and any
report filed for the purpose of updating such description (the
"Registration Statement");
(2) The Company's Annual Report on Form 10-K for the year ended December
31, 1997, including portions of the Company's proxy statement dated
April 15, 1998 relating to the Company's 1998 annual meeting of
shareholders, which are incorporated therein by reference;
(3) The Company's proxy statement dated April 15, 1998;
(4) The Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1998; and
(5) All reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to
the date of this filing.
In addition, all documents filed by the Company 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
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Cayman Islands law does not limit the extent to which a company's Articles
of Association may provide for the indemnification of officers and directors,
except to the extent that such provision may be held by the Cayman Islands
courts to be contrary to public policy (for instance, for purporting to provide
indemnification against the consequences of committing a crime). In addition, an
officer or director may not be indemnified for fraud or willful default.
3
<PAGE>
The Company's Articles contain provisions providing for the indemnity by
the Company of an officer, director, consultant, employee or agent of the
Company for threatened, pending or contemplated actions, suits or proceedings,
whether civil, criminal, administrative or investigative (including, without
limitation, an action by or the right of the company), brought against such
indemnified person by reason of the fact that such person was an officer,
director, consultant, employee or agent of the Company. In addition, the board
of directors may authorize the Company to purchase and maintain insurance on
behalf of any such person against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the company would have the power to indemnify him against such
liability under the provisions of the Articles.
The Company also purchases directors and officers liability insurance from
third parties for its directors and officers. The Company's Article's provide
that directors and officers of the Company shall have no liability (i) for the
acts, receipts, neglects, defaults or omissions of any other such director or
officer or agent of the Company or (ii) by reason of his having joined in any
receipt for money not received by him personally or (iii) for any loss on
account of defect of title to any property of the Company or (iv) on account of
the insufficiency of any security in or upon which any money of the Company
shall be invested or (v) for any loss incurred through any bank, broker or other
agent or (vi) for any loss occasioned by any negligence, default, breach of
duty, breach of trust, error of judgment or oversight on his part of (vii) for
any loss, damage or misfortune whatsoever which may happen in or arise from the
execution or discharge of the duties, powers, authorities, or discretions of his
office or in relation thereto, unless the same shall happen through his own
dishonesty.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit No. Description of Exhibits
- ---------- -----------------------
4.1 Apex Silver Mines Limited Employees' Share Option Plan*
4.2 Apex Silver Mines Limited Non-Employee Directors' Share Option
Plan*
4.3 Form of Apex Silver Mines Limited Non-Qualified Stock Option
Agreement
5.1 Opinion of W. S. Walker & Company regarding the legality of the
Ordinary Shares being registered (Cayman Islands law)
23.1 Consent of W.S. Walker & Company (included as part of Exhibit
5.1)
23.2 Consent of Price Waterhouse LLP
24.1 Power of Attorney (included on the signature page of this
registration statement)
- - - - - - - - - - - -
*incorporated by reference from Registrant's Form S-1 Registration Statement
(file No. 333-34685), effective November 25, 1997.
Item 9. UNDERTAKINGS
(a) The undersigned 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 (the "Securities Act");
4
<PAGE>
(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; and
(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 (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(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; and
(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.
(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 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.
(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 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.
5
<PAGE>
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 New York, New York, on this 14th day of May, 1998.
APEX SILVER MINES LIMITED
By: /s/ Thomas S. Kaplan
--------------------------
Name: Thomas S. Kaplan
Title: Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas S. Kaplan and Keith R. Hulley and each of
them severally, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his 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
Securities and Exchange 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 or necessary to be done in and about the premises,
as fully to all intents and purposes as he 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
/s/ Thomas S. Kaplan Chairman of the Board May 14, 1998
- ----------------------------
Thomas S. Kaplan
/s/ Harry M. Conger Director May 14, 1998
- -----------------------------
Harry M. Conger
/s/ Michael Comninos Director May 14, 1998
- -----------------------------
Michael Comninos
/s/ Eduardo S. Elsztain Director May 14, 1998
- ------------------------------
Eduardo S. Elsztain
/s/ David Sean Hanna Director May 14, 1998
- ------------------------------
David Sean Hanna
/s/ Ove Hoegh Director May 14, 1998
- -----------------------------
Ove Hoegh
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Keith R. Hulley Director May 14, 1998
- -------------------------------
Keith R. Hulley
- ------------------------------- Director May __, 1998
Richard Katz
/s/ Paul Soros Director May 14, 1998
- --------------------------------
Paul Soros
</TABLE>
7
<PAGE>
EXHIBITS
The following documents are filed as Exhibits hereto:
Exhibit No. Description of Exhibits
- ----------- -----------------------
4.1 Apex Silver Mines Limited Employees' Share Option Plan*
4.2 Apex Silver Mines Limited Non-Employee Directors' Share Option Plan*
4.3 Form of Apex Silver Mines Limited Non-Qualified Stock Option Agreement
5.1 Opinion of W. S. Walker & Company regarding the legality of the
Ordinary Shares being registered
23.1 Consent of W. S. Walker & Company (included as part of Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
24.1 Power of Attorney (included on the signature page of this
registration statement)
- - - - - - - - - - - -
*incorporated by reference from Registrant's Form S-1 Registration Statement
(file No. 333-34685), effective November 25, 1997.
8
<PAGE>
EXHIBIT 4.3
FORM OF APEX SILVER MINES LIMITED
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT (the "Agreement"), effective as of the 10th day of April,
1997 (the "Grant Date"), between Apex Silver Mines Limited (the "Company") and
________ (the "Optionee").
WHEREAS, the Company has determined to grant an option to the Optionee in
consideration for services to be rendered by the Optionee to the Company;
The parties hereto agree as follows:
1. GRANT. Effective as of the Grant Date, the Company hereby grants to the
Optionee the right and option hereinafter described (the "Option") to purchase
all or any part of an aggregate of ____ whole shares ("Shares") of the share
capital, $.01 par value, of the Company and such other securities as may be
substituted for such share or such other securities pursuant to Section 8. This
Option will not qualify as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. PURCHASE PRICE. The Optionee shall be entitled to purchase Shares upon
exercising the Option at a price (the "Exercise Price") equal to $8.00 per
Share.
3. DURATION. The Option shall be exercisable for ten (10) years from the
Grant Date (the "Exercise Term").
4. EXERCISABILITY. The Option may be exercised commencing immediately upon
its grant.
5. METHOD OF EXERCISE. The Optionee may exercise the Option, in whole or in
part, prior to its expiration, by giving written notice of exercise to the
Secretary of the Company, specifying the Option to be exercised and the number
of Shares to be purchased, and paying in full the Exercise Price in cash
(including by check) or by surrender of Shares already owned by the Participant
having a Fair Market Value (as defined below) at the time of exercise equal to
the Exercise Price, or by a combination of cash and Shares.
6. LIMITATIONS ON TRANSFERABILITY. The Option will not be transferable by
the Optionee except by will or the laws of descent and distribution or to a
Beneficiary in the event of the Optionee's death, and, shall be exercisable
during the lifetime of the Optionee only by the Optionee or his or her guardian
or legal representative; provided, however, that the Optionee may transfer the
Option to (i) his or her spouse, children or grandchildren ("Immediate Family
Members"), (ii) a trust or trusts for exclusive benefit of such Immediate Family
Members, or (iii) a partnership in which such Immediate Family Members are the
only partners, provided that (x) there may be no consideration for any such
transfer, and (y) subsequent transfers of transferred Options
<PAGE>
shall be prohibited except those occurring by laws of descent and distribution.
Following any such transfer, the Option shall continue to be subject to the same
terms and conditions as were applicable immediately prior to such transfer,
provided that for purposes of the Agreement, the term Optionee shall be deemed
to refer to the transferee. Options may not be pledged, mortgaged, hypothecated
or otherwise encumbered, and shall not be subject to the claims of creditors.
7. NO RIGHT TO CONTINUE AS A DIRECTOR. Nothing contained in this Agreement
will confer upon the Optionee any right to continue to serve as a director or
advisory director of the Company.
8. ADJUSTMENTS. The number of Shares covered by the Option and the Exercise
Price per Share shall be proportionately adjusted for any increase or decrease
in the number of issued Shares resulting from a subdivision or consolidation of
Shares or other capital adjustment, or the payment of a Share dividend or other
increase or decrease in such Shares, effected without receipt of consideration
by the Company, or other change in corporate or capital structure; provided,
however, that any fractional shares resulting from any such adjustment shall be
eliminated. The Board of Directors (the "Board") of the Company may also make
the foregoing changes and any other changes, including changes in the classes of
securities available, to the extent it is deemed necessary or desirable to
preserve the intended benefits of the Agreement for the Company and the Optionee
in the event of any other reorganization, recapitalization, merger,
consolidation, spin-off, extraordinary dividend or other distribution or similar
transaction. Notwithstanding any other provision of the Agreement, the Board may
cause the Option granted hereunder to be canceled in consideration of a cash
payment or alternative award made to the Optionee equal in value to the Fair
Market Value of the canceled Option. Notwithstanding anything to the contrary in
this Section 8, no issuance of Shares effected pursuant to the terms of the
Buy-Sell Agreement dated as of August 6, 1996 by and among, inter alia, the
Company, Consolidated Commodities Ltd., Argentum LLC and Silver Holdings LDC or
certain entities affiliated therewith, that does not constitute a change in
control shall result in any adjustment to the number or value of any Shares to
be issued pursuant to this Option.
9. NO SHAREHOLDER RIGHTS CONFERRED. Nothing contained in the Agreement will
confer upon the Optionee any rights of a shareholder of the Company unless and
the Option granted hereunder is validly exercised in accordance with Section 5.
10. COMPLIANCE WITH LAWS AND OBLIGATIONS. The Company will not be obligated
to issue or deliver Shares in connection with this Option in a transaction
subject to the registration requirements of the Securities Act of 1933, as
amended, or any other U.S. federal or state securities law, any requirement
under any listing agreement between the Company and any stock exchange or
automated quotation system, or any other law, regulation, or contractual
obligation of the Company, until the Company is satisfied that such laws,
2
<PAGE>
regulations, and other obligations of the Company have been complied with in
full. Certificates representing Shares issued under the Option will be subject
to such stop-transfer orders and other restrictions as may be applicable under
such laws, regulations, and other obligations of the Company, including any
requirement that a legend or legends be placed thereon.
11. TAX WITHHOLDING. The Company shall have the right to deduct from any
cash distributed to the Optionee hereunder the federal, state and local income
taxes and other amounts required by law to be withheld (the "Withholding Taxes")
therefrom. If the Optionee is entitled to receive Shares upon exercise of the
Option, the Optionee shall pay the appropriate Withholding Taxes to the Company
before such Shares are issued. In satisfaction of the Withholding Taxes, the
Optionee may make a written election (the "Tax Election"), which may be accepted
or rejected in the discretion of the Board, to have withheld a portion of the
Shares issuable to him or her upon exercise of the Option, having an aggregate
Fair Market Value, on the date preceding the date of such issuance, equal to the
Withholding Taxes.
12. DEFINITIONS. In addition to terms defined elsewhere in the Agreement,
for purposes of this Agreement:
(a) "Fair Market Value" of a Share on a given date means the last
sales price or, if last sales information is generally unavailable, the
average of the closing bid and asked prices per Share on such date (or, if
there was no trading or quotation in the stock on such date, on the next
preceding date on which there was trading or quotation) as reported in the
WALL STREET JOURNAL; PROVIDED, HOWEVER, that the "Fair Market Value" of a
Share subject to Options granted effective on the date on which the Company
commences an Initial Public Offering shall be the price of the shares so
issued and sold, as set forth in the first final prospectus used in such
Initial Public Offering.
(b) "Initial Public Offering" means an initial public offering of
Shares in a firm commitment underwriting register with the U.S. Securities
and Exchange Commission in compliance with the provisions of the U.S.
Securities Act of 1933, as amended.
13. MODIFICATION. This Agreement may be modified, amended, suspended or
terminated, and any terms or conditions may be waived, but only by a written
instrument executed by the parties hereto.
14. SEVERABILITY. If any provision of this Agreement is held by a court of
competent jurisdiction to be unenforceable or invalid for any reason, the
remaining provisions of this Agreement shall not be affected by such holding and
shall continue in full force in accordance with their terms.
15. GOVERNING LAW. The validity, construction, and effect of the Agreement
and the Option issued hereunder will be determined in accordance with the laws
of the Cayman Islands.
16. SUCCESSORS IN INTEREST. This Agreement shall inure to the
3
<PAGE>
benefit of and be binding upon any successor to the Company. This Agreement
shall inure to the benefit of the Optionee's legal representatives. All
obligations imposed upon the Optionee and all rights granted to the Company
under this Agreement shall be final, binding and conclusive upon the Optionee's
successors and shall inure to their benefit.
17. RESOLUTION OF DISPUTES. Any dispute or disagreement which may arise
under, or as a result of, or in any way related to, the interpretation,
construction or application of this Agreement shall be determined in good faith
by the Board. Any determination made hereunder shall be final, binding and
conclusive on the Optionee and the Company for all purposes.
18. NO ASSIGNMENT. Except as otherwise provided herein, the rights of the
Optionee hereunder may not be assigned or otherwise transferred to any other
party.
19. LEGEND. The certificates representing the Shares to be issued pursuant
hereto shall bear the following legend:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT COVERING SUCH SECRITIES, THE SALE IS MADE IN ACCORDANCE
WITH RULE 144 UNDER THE ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE
HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT
SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH.
IN ADDITION, THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN TRANSFERS AND VOTING RESTRICTIONS PURSUANT TO A SHAREHOLDERS' AGREEMENT
AMONG THE COMPANY AND CERTAIN OF THE COMPANY'S MEMBERS. A COPY OF SUCH
SHAREHOLDERS' AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE
HOLDER HEREOF UPON WRITTEN REQUEST.
APEX SILVER MINES LIMITED
Attest: By:________________________
Chairman
- ---------------------
Secretary
---------------------------
Optionee
4
<PAGE>
W.S. WALKER & COMPANY
Attorneys-at-Law
CALEDONIAN HOUSE, P.O BOX 265
GEORGE TOWN, GRAND CAYMAN
CAYMAN ISLANDS
TEL: (345) 949-0100 FAX: (345) 949-7886
Internet: [email protected]
Our Ref: MPL A181-09400
The Directors
Apex Silver Mines Limited
c/o Curacao Corporation Company N.V.
Kaya Flamboyan 9, P.O. Box 812
Willemstad, Curacao
Netherlands Antilles
14 May 1998
Dear Ladies and Gentlemen:
APEX SILVER MINES LIMITED
We have acted as counsel to Apex Silver Mines Limited (the "Company") in
connection with the Company's Registration Statement on Form S-8 (the
"Registration Statement") being filed with Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the contemplated registration by the Company of 3,040,625
ordinary shares, par value $0.01, (the "Securities") of the Company issuable
pursuant to the Company Employee's Share Option Plan, the Company Non-Employee
Directors' Share Option Plan and certain individual option grant letters
(collectively the "Plans").
For the purposes of giving this opinion, we have examined the documents listed
in Schedule 1.
In giving this opinion we have relied upon the assumptions set out in Schedule 2
hereto, which we have not independently verified.
Capitalised terms used herein but not otherwise defined herein shall have the
meanings ascribed to such terms in the Registration Statement.
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws other than the laws of the Cayman Islands in force and as interpreted at
the date hereof.
Based upon the foregoing examinations and assumptions and upon such searches as
we have conducted and having regard to legal considerations which we deem
relevant, we are of the opinion that under the laws of the Cayman Islands that:
1. the Company is duly incorporated, validly existing and in good standing under
the laws of the Cayman Islands.
<PAGE>
2. The Securities deliverable pursuant to the Plan have been duly and validly
authorised and when and to the extent issued pursuant to the Plan will be issued
as fully paid when an entry in respect of such Securities and the registered
owner thereof has been made in the register of members of the Company confirming
that they are fully paid.
3. The liability of a shareholder in respect of such Securities is limited to
the amount that the shareholder has agreed to pay for such Securities and the
Company cannot call for additional sums to be paid by the shareholders in
respect of such Shares.
This law firm is a partnership organised under the laws of the Cayman Islands.
Our opinion relates only to the laws of the Cayman Islands. We express no
opinion as to the law of any other jurisdiction.
This opinion is limited to the matters stated herein, and no opinion is implied
or may be inferred beyond the matters expressly stated. We assume herein no
obligation, and hereby disclaim any obligation, to make any inquiry after the
date hereof or to advise you of any future changes in the forgoing or of any
facts or circumstances that may hereafter come to our attention. Subject to the
forgoing sentence, this opinion letter is solely for your benefit and no other
persons shall be entitled to rely upon the opinions herein expressed.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
Yours faithfully,
/s/ W. S. WALKER & COMPANY
W. S. WALKER & COMPANY
<PAGE>
Schedule 1
List of Documents Examined
(1) the Memorandum and Articles of Association of the Company.
Resolutions adopted by the Board of Directors of the Company dated:
28 August 1997 authorising issue of the Securities; and
14 May 1998 approving registration of the Securities with the Commission
(collectively "the Resolutions").
(3) the draft Registration Statement on Form S-8.
(4) such other documents as we have considered necessary for the purposes
of rendering this opinion.
Schedule 2
Assumptions
The opinions hereinbefore given are based upon the following assumptions insofar
as each such assumption may relate to the opinions given:
1. All original documents are authentic, that all signatures and seals are
genuine, that all documents purporting to be sealed have been so sealed and that
all copies conform to their originals.
2. The Minute Book of the Company examined by us at the Registered Office of the
Company on 14 May 1998 contain a complete record of the business transacted by
it.
3. The corporate records of the Company examined by us at the Registered Office
of the Company on 14 May 1998 constitute its complete corporate records and that
all matters required by law to be recorded therein are so recorded.
4. The Resolutions were duly adopted in accordance with the Articles of
Association of the Company. We confirm that the examination made by us for the
purpose of giving this opinion give us no reason to suppose that the Resolutions
were not so adopted or that the Resolutions have been modified or rescinded.
5. The issuance and delivery of the Securities will not violate any applicable
law or result in a violation of any provision of any instrument or agreement
binding upon the Company, or any restriction imposed by any court or
governmental body having jurisdiction over the Company.
W.S. Walker & Company
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 26, 1998 appearing on page F-2
of Apex Silver Mines Limited's Annual Report on Form 10-K for the year ended
December 31, 1997.
/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Denver, Colorado
May 19, 1998
