<PAGE>
As filed with the Securities and Exchange Commission March 4, 1998
Registration No. 33-_______
----------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------------------------
UNITED PARK CITY MINES COMPANY
(Exact name of registrant as specified in charter)
DELAWARE
(State of Incorporation)
87-0219807
(I.R.S. Employer Identification Number)
P.O. BOX 1450
PARK CITY, UTAH 84060
(801) 649-8011
(Address, including zip code, and telephone number, including area code, of
issuer's principal executive offices)
COPIES TO:
MR. HANK ROTHWELL RANDY K. JOHNSON, ESQ.
UNITED PARK CITY MINES COMPANY MACKEY PRICE & WILLIAMS
P.O. BOX 1450 170 SOUTH MAIN STREET, SUITE 900
PARK CITY, UTAH 84060 SALT LAKE CITY, UTAH 84101-1655
(801) 649-8011 (801) 575-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED BE REGISTERED PER SHARE(1) PRICE(1) FEE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 per share 203,700 $29.625 $6,034,612.50 $1,828.67
==================================================================================================================
</TABLE>
(1)Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c), based on the average of the high and low prices for the
Registrant's Common Stock as reported in the consolidated reporting system on
February 27, 1998.
EXHIBIT INDEX ON PAGE 11
<PAGE>
UNITED PARK CITY MINES COMPANY
CROSS REFERENCE SHEET
REGISTRATION STATEMENT ITEMS CAPTION IN PROSPECTUS
- ----------------------------- ---------------------
AND HEADING
- -----------
1. Forepart of the Registration Statement and Cover Page
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages Inside Front and Outside Back
Cover Pages of Prospectus of Prospectus
3. Summary Information, Risk Factors and Special Considerations and Risk
Ratio of Earnings to Fixed Charges Factors; (The ratio of earnings
to fixed charges is not
applicable)
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price *
6. Dilution *
7. Selling Security Holders *
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Description of Common Stock
10. Interests of Named Experts and Counsel *
11. Material Changes Material Changes
12. Incorporation of Certain Information by Incorporation of Certain
Reference Information by
Reference
13. Disclosure of Commission Position on *
Indemnification for Securities Act
Liabilities
- --------------------------------------------------------------------------------
*Not applicable or answer is in the negative.
<PAGE>
PROSPECTUS
- ----------
UNITED PARK CITY MINES COMPANY
203,700 SHARES OF COMMON STOCK
$0.01 par value per share
_________________________
This Prospectus relates to the offer and sale of shares of Common
Stock, $0.01 par value per share, of United Park City Mines Company, a Delaware
corporation (the "Company"), by New Quincy Mining Company, a Utah corporation
("New Quincy"), and Lucky Bill Mining Company, a Utah corporation ("Lucky Bill")
(New Quincy and Lucky Bill are sometimes referred to herein as the "Selling
Shareholders"), which shares were issued pursuant to separate Agreements for
Purchase and Sale of Assets, each dated December 31, 1997, but closed and
consideration paid on February 19, 1998, entered into by and between the Company
and New Quincy and Lucky Bill (the "Agreements"). As part of the consideration
paid by the Company pursuant to the Agreements, the Company issued 196,797
restricted shares of the Company's Common Stock, $0.01 par value per share, to
New Quincy and 6,903 restricted shares of the Company's Common Stock, $0.01 par
value per share, to Lucky Bill. As part of the Agreements, the Company agreed to
register the shares (the "Shares") with the United States Securities and
Exchange Commission.
The Company's Common Stock is traded on the New York Stock Exchange
under the symbol "UPK." On February 27, 1998, the closing price for the
Company's Common Stock on the New York Stock Exchange was $29.75 per share.
The Company has paid or will pay all costs and fees associated with
the registration of the Shares under federal and state securities laws and the
preparation and delivery of this Prospectus. The Company will receive no
proceeds from the issuance of the Shares and no underwriting discounts or
commissions will be payable in connection with the issuance of the Shares.
INVESTORS SHOULD CONSIDER THE FACTORS SET FORTH IN THIS PROSPECTUS
UNDER "SPECIAL CONSIDERATIONS AND RISK FACTORS" PRIOR TO MAKING ANY
INVESTMENT DECISION.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________
March ___, 1998
<PAGE>
Upon completion of this registration, the Shares may be sold from time
to time directly by the Selling Shareholders, or by pledgees, donees,
transferees or other successors-in-interest to the Selling Shareholders.
Alternatively, the Shares may be offered from time to time by or through brokers
or dealers who may act solely as agents or who may acquire the Shares as
principals. The distribution of the Shares may be effected in one or more
transactions that may take place on the New York Stock Exchange, including block
trades, ordinary broker's transactions, privately negotiated transactions or
through sales to one or more brokers or dealers for resale of such securities as
a principal, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid in connection
with such sales.
No dealer, salesman or other person or entity has been authorized to
give any information or to make any representations not contained in or
incorporated by reference in this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or by any other person or entity. All information contained
herein is as of the date of this Prospectus. Neither the delivery of this
Prospectus, nor any sale, distribution or resale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
business or affairs of the Company or in the facts herein set forth since the
date hereof. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities covered
by this Prospectus, nor does this Prospectus constitute an offer to or
solicitation of any person or entity in any jurisdiction in which such offer or
solicitation may not be lawfully made.
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer 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.
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<PAGE>
TABLE OF CONTENTS
PAGE
----
Available Information.........................................................
Incorporation of Certain Information by Reference.............................
The Company...................................................................
Special Considerations and Risk Factors.......................................
Use of Proceeds...............................................................
Plan of Distribution..........................................................
Price Range of Common Stock...................................................
Description of Common Stock...................................................
Experts.......................................................................
Legal Matters.................................................................
Material Changes..............................................................
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material may be
obtained from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the World Wide Web site is
http:/www.sec.gov.
The Company's Common Stock is traded on the New York Stock Exchange
(NYSE). The reports, proxy statements and other information referred to in the
preceding paragraph may also be inspected at the NYSE.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock. This Prospectus, which
constitutes part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance,
reference is made to the copy of such contract or document filed as an exhibit
to the Registration Statement, each such statement being qualified in all
respects by such reference. For further information with respect to the
Company, reference is made to the Registration Statement.
ADDRESS AND TELEPHONE NUMBER
The mailing address and telephone number of the Company's principal
offices are as follows:
United Park City Mines Company
P.O. Box 1450
Park City, Utah 84060
(801) 649-8011
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Prospectus:
(1) Annual Report on Form 10-KSB for the year ended December 31, 1996;
(2) Quarterly Reports on Form 10-QSB for the quarters ended March 31,
1997, June 30, 1997 and September 30, 1997;
(3) The description of the Common Stock of the Company contained in a
registration statement on Form 8-B filed with the Securities and Exchange
Commission under the Exchange Act on July 2, 1953 (Docket No. 1-3753-1),
including the portions of all amendments or reports filed for the purpose of
updating such description heretofore filed by the Company with the Securities
and Exchange Commission. Reference is made to the "Description of Common Stock"
in this Prospectus for a current description of the Common Stock of the Company.
(4) All documents filed by the Company pursuant to (S)(S) 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
shall be deemed to be incorporated by reference in this Prospectus and to be a
part thereof from the date of filing of such documents. Any statement contained
herein or in any document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that
another statement contained herein or in any other subsequently filed document,
which also is incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to any person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all
documents filed by the Company and incorporated herein by reference (other than
certain exhibits to such documents). Such requests should be directed to:
United Park City Mines Company
P.O. Box 1450
Park City, Utah 84060
Telephone: (801) 649-8011
Attention: Investor Relations
THE COMPANY
United Park City Mines Company is a Delaware corporation formed in
1953. The Company's principal business is currently the lease, development, and
sale of real property located in or near Park City, Utah. The Company owns the
surface estate to more
-5-
<PAGE>
than 8,300 acres of land in the vicinity of Park City, Utah.
Prior to 1982, the Company's principal business was the mining of
lead, zinc, silver, gold, and copper ores from mining properties in the Park
City area that it acquired upon its formation in 1953, and the leasing of these
mining properties to other mine operators. The Company now conducts no active
mining operations, and has no agreements to sell or lease its mining properties.
The mining properties are maintained on a standby basis. The Company also
performs mine and tunnel maintenance for other entities on a contract basis.
During 1995, the Company completed construction of a mine tour
attraction at its Ontario Mine facilities near Park City, Utah. The mine tour
attraction, which is operated by the Company's wholly owned subsidiary Park City
Silver Mine Adventure, Inc., opened to the public on December 15, 1995. The
mine tour attraction combines an underground mine tour with extensive historical
exhibits that depict the mining heritage of the Park City area.
The Company also leases some of its land for skiing purposes to the
operators of the Park City Ski Area and the Deer Valley Ski Area.
SPECIAL CONSIDERATIONS AND RISK FACTORS
THIS PROSPECTUS MAY CONTAIN TREND INFORMATION AND FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THE ACTUAL RESULTS OF
OPERATIONS OF THE COMPANY COULD DIFFER MATERIALLY FROM THE COMPANY'S HISTORICAL
RESULTS OF OPERATIONS AND THOSE DISCUSSED IN SUCH FORWARD-LOOKING STATEMENTS AS
A RESULT OF CERTAIN FACTORS SET FORTH IN THIS SECTION AND ELSEWHERE IN THIS
PROSPECTUS, INCLUDING INFORMATION INCORPORATED BY REFERENCE IN THIS PROSPECTUS.
1. HISTORY OF LOSSES: The Company has had net losses during each of
-----------------
the last ten years, with the exception of 1995. Since 1987 the net income (or
net loss) each year has been ($1,742,859); ($680,715); ($1,517,746);
($1,718,090); ($1,287,915); ($1,576,453); ($983,427); ($702,392); $773,276; and
($594,237) for the years ended December, 1987, 1988, 1989, 1990, 1991, 1992,
1993, 1994, 1995 and 1996, respectively.
2. DIVIDENDS: No dividends have been paid by the Company in the
---------
past and it is unlikely that they will be paid in the foreseeable future.
Stockholders who anticipate the need for either immediate or future income by
way of dividends from their investments should refrain from the purchase of
Common Stock offered hereby.
3. RISKS OF REAL ESTATE DEVELOPMENT: One of the principal business
--------------------------------
activities of the Company is the development of selected portions of its real
estate holdings. The Company's real estate development activities are subject to
the risks generally incident to real estate development, including the
possibility of adverse changes in national or local economic and market
conditions, changes in the investment climate for real estate, adverse changes
in governmental rules and fiscal policies, competition, effects of overbuilding,
-6-
<PAGE>
environmental risks, acts of God, and uncertainties involved in engineering,
financing and in the permitting and zoning process. The Company cannot predict
the effects such risks may have on its real estate development activities.
4. POSSIBLE CONTINUING LOSSES: After posting a loss of $594,237 on
--------------------------
revenues of $6,246,935 in 1996, the Company sustained a loss for the first three
quarters of 1997 of $1,588,876 on revenues of 2,285,623. The losses are
attributable to several factors, including slower than expected lot sales in the
Company's Hidden Meadows subdivision and costs associated with operations of the
Company's mine tour attraction exceeding revenues. There can be no assurance
that the factors that contributed to such losses will not continue into the
future and, if they do, such losses could have a negative impact on the Company
and its Common Stock.
5. OTHER RISK FACTORS: The Company began operating a mine tour
------------------
attraction in December of 1995. During its first year of operations the mine
tour had a loss of approximately $1,370,000. During 1997, the mine tour
continued to incur losses of approximately $928,000. Though continued losses
from operating the mine tour could indicate an inability to recover the
related costs, management continues to believe that their advertising efforts
and emphasis on cost efficiencies will result in the mine tour being profitable
in the near future.
6. OTHER RECENT DEVELOPMENTS: During the third quarter of 1997, the
-------------------------
Company conducted a Rights Offering to raise additional capital to repay
short-term indebtedness, to continue its real estate development activities, and
to provide working capital for the Company's continuing operations. In the
Rights Offering, the Company issued to its stockholders non-transferable Rights
to subscribe for up to 340,000 additional shares of its Common Stock. Such
Rights were issued to the holders of Common Stock as of the close of business on
August 18, 1998 the ("Record Date"). The stockholders as of the Record Date
received one (1) Right for each eight (8) shares of Common Stock they owned on
the Record Date. The Rights were not transferable and they were not traded on
any exchange. Each Right entitled the holder thereof to subscribe for one (1)
additional share of Common Stock for $16.00 and provided a right to subscribe
for any shares which were unsubscribed for in the Rights Offering. The Company
raised approximately $5,440,000, before deducting expenses, in the Rights
Offering. The proceeds from the Rights Offering have been used to repay
short-term indebtedness, to provide working capital for the Company's continuing
operations, and to continue the Company's real estate development activities.
USE OF PROCEEDS
196,797 of the Shares were issued in connection with a certain Agreement
for Purchase and Sale of Assets dated December 31, 1997 between the Company and
New Quincy, and 6,903 of the Shares were issued in connection with a certain
Agreement for Purchase and Sale of Assets dated December 31, 1997 between the
Company and Lucky Bill (the "Agreements"). As part of the consideration relating
to the Agreements, wherein the Company purchased all of the assets of New Quincy
and Lucky Bill, the Company issued 203,700 restricted shares of the Company's
Common Stock, $0.01 par value per share, to the Selling Shareholders and agreed
to register the Shares with the United States Securities and Exchange
Commission. Upon completion of this registration, the Shares may be sold from
time to time by the Selling Shareholders. Consequently, the Company will not
receive any proceeds from the sale of the Shares.
PLAN OF DISTRIBUTION
Upon completion of this registration, the Shares offered hereby may be sold
from time to time directly by the Selling Shareholders or by pledgees, donees,
transferees or other successors-in-interest to the Selling Shareholders.
Alternatively, the Shares may be offered from time to time by or through brokers
or dealers who may act solely as agents, or who may acquire the Shares as
principals. The distribution of the Shares may be effected in one or more
transactions that may take place on the New York Stock Exchange, including block
trades, ordinary broker's transactions, privately negotiated transactions or
sales through one or more brokers or dealers for resale of such securities as a
principal, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by these
holders in connection with such sales.
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<PAGE>
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the New York Stock Exchange
under the trading Symbol "UPK." The following table sets forth the high and low
closing prices for the Common Stock and volume traded on the New York Stock
Exchange:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
New York Stock Exchange
Price Range and Volume
- -------------------------------------------------------------------------------
HIGH LOW VOLUME
------- ------- --------------
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
First Quarter 1997 $13.750 $11.125 233,800 shares
- -------------------------------------------------------------------------------
Second Quarter 1997 $21.187 $12.375 298,500 shares
- -------------------------------------------------------------------------------
Third Quarter 1997 $27.500 $21.000 310,900 shares
- -------------------------------------------------------------------------------
Fourth Quarter 1997 $29.000 $25.500 175,100 shares
- -------------------------------------------------------------------------------
</TABLE>
DESCRIPTION OF COMMON STOCK
As of March 2, 1998, the Company had 3,750,000 shares of Common
Stock, $0.01 par value, authorized, of which 3,045,711 shares were outstanding,
1,294 shares were held by the Company as treasury shares, and 120,833 shares
were reserved for issuance under the Company's Stock Option Plan.
The following statements with respect to the Company's Common Stock
are subject to the detailed provisions of its Restated Certificate of
Incorporation, as amended. These statements do not purport to be complete and
are qualified in their entirety by reference to the terms of the Restated
Certificate of Incorporation, which is incorporated by reference in this
Prospectus.
New York Stock Exchange. The shares of Common Stock are listed on the
-----------------------
New York Stock Exchange under the stock symbol "UPK." It is anticipated that
the shares of Common Stock covered by this Prospectus will also be listed on the
New York Stock Exchange under the same stock symbol.
Dividends. The holders of outstanding shares of Common Stock are
---------
entitled to receive dividends when and as declared by the Board of Directors.
No dividends have been paid by the Company in the past, and it is unlikely that
they will be paid in the foreseeable future.
Voting Rights. Each outstanding share of Common Stock is entitled to
-------------
one vote on all matters submitted to a vote of stockholders. There is no
cumulative voting. The Board of Directors is expressly authorized to adopt,
amend or repeal the bylaws of the Company in
-8-
<PAGE>
any manner not inconsistent with the laws of the State of Delaware or the
Restated Certificate of Incorporation of the Company, subject to the power of
the stockholders to adopt, amend, or repeal the bylaws.
Liquidation/Preemptive Rights, Etc.. The shares of Common Stock are
-----------------------------------
neither redeemable nor convertible, and the holders thereof have no preemptive
rights to purchase any securities of the Company. Upon the liquidation,
dissolution, or winding up of the Company, the holders of Common Stock are
entitled to receive, pro rata, any assets of the Company which are legally
available for distribution after payment of all debts and other liabilities.
No Assessment. When issued and paid for, the shares of Common Stock
-------------
are fully paid and not liable for further call or assessment.
Transfer Agent/Registrar. The Transfer Agent and Registrar for the
------------------------
Company's Common Stock is First Chicago Trust Company of New York, P.O. Box 2500
Jersey City, New Jersey 07303-2500, telephone: (201) 324-0498.
EXPERTS
The Consolidated Balance Sheet as of December 31, 1996, and the
Consolidated Statements of Operations, Changes in Stockholders' Equity and Cash
Flows for the years ended December 31, 1996, and 1995, included in the Company's
Annual Report on Form 10-KSB filed with the Securities and Exchange Commission
on April 15, 1997, which is incorporated by reference in this Prospectus, have
been incorporated herein in reliance on the report of Coopers & Lybrand, L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
LEGAL MATTERS
Certain legal matters relating to the Shares will be passed upon for
the Company by Mackey Price & Williams, 170 South Main Street, Suite 900, Salt
Lake City, Utah 84101-1655.
MATERIAL CHANGES
On February 19, 1998, the Company acquired all of the assets of New
Quincy Mining Company and Lucky Bill Mining Company in exchange for 203,700
shares of the Company's restricted Common Stock. The assets of New Quincy Mining
Company and Lucky Bill Mining Company consist primarily of approximately 210
acres of undeveloped land within the boundaries of the Company's proposed
Flagstaff Mountain/Empire Canyon Resort project. The Flagstaff Mountain project
is a major master-planned development adjacent to the Deer Valley Ski Resort.
As presently designed, the project will include a mixture of ski-in/ski-out
single family housing, multi-family housing, hotel, commercial and retail space.
There have been no other material changes in the Company's affairs
since December 31, 1996 which have not been described in the Company's quarterly
reports filed with the Securities and Exchange Commission for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997 or in this Prospectus.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of the estimated amounts of all
expenses in connection with the registration of the securities that are the
subject of this Registration Statement:
Item Amount
---- ------
Securities and Exchange Commission................ $ 1,830
Legal fees and expenses........................... $10,000
New York Stock Exchange Listing fee............... $ 0
Accounting fees and expenses...................... $10,000
Blue Sky fees and expenses........................ $ 500
Transfer agent fees............................... $ 1,000
Miscellaneous..................................... $ 1,000
-------
Total................................... $24,330
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. The Company's Restated
Certificate of Incorporation contains the following provision for the
indemnification of directors and officers:
INDEMNIFICATION: Each director and each officer of the corporation
---------------
shall be indemnified by the corporation against all expenses, as hereinafter
defined, which shall necessarily or reasonably be incurred by him in connection
with any action, suit or proceeding to which he is or shall be a party, or with
which he may be threatened, by reason of his being or having been a director or
officer of the corporation, whether or not he continues to be a director or
officer at the time of incurring such expenses. As used in this paragraph,
expenses shall include amount of judgments against, or amounts paid in
settlement by, such director or
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<PAGE>
officer, other than amounts payable or paid to the corporation, but shall not
include any (a) expenses incurred in connection with any matters as to which
such director or officer shall be adjudged in such action, suit or proceeding,
without such judgment being reversed, to be liable by reason of his negligence
or willful misconduct in the performance of his duties as a director or officer,
or (b) expenses incurred in connection with any matters which shall have been
subject to such action, suit or proceeding, disposed of otherwise than by
adjudication on the merits, unless in relation to such matter such director or
officer shall not have been liable for negligence or wilful misconduct in the
performance of his duties as a director or officer. As to whether or not a
director or officer was liable for negligence or wilful misconduct in the
performance of his duties as such director or officer, the Board of Directors
and each director and officer may conclusively rely upon an opinion of legal
counsel selected by or in the manner designated by the Board of Directors. The
foregoing right of indemnification shall be in addition to any rights to which
any director or officer may be or become entitled by law, vote of stockholders
or otherwise.
ITEM 16. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
<TABLE>
<CAPTION>
Item No. Exhibit Sequential Page Number
- -------- ------- ----------------------
<S> <C> <C>
3.1 Restated Certificate of Incorporated by Reference from
Incorporation as amended by Amendment No. 1 to Form S-1
Certificate of Amendment of filed March 19, 1987 in File No.
Restated Certificate of 33-11328
Incorporation
3.2 Amendment of Restated Incorporated by Reference from
Certificate of Incorporation filed Amendment No. 1 to Form S-3
in Delaware on December 19, filed January 28, 1991 in File No.
1990 33-37914
3.3 Amendment to Restated Certificate Incorporated by Reference from
of Incorporation filed in Delaware Amendment No. 1 to Form S-3
on September 8, 1993 filed October 12, 1993 in File No.
33-67458
5.1 Opinion of Mackey Price & ____
Williams
24.1 Consent of Coopers & Lybrand, ____
L.L.P.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
24.2 Consent of Mackey Price & ____
Williams
25.1 Power of Attorney of Joseph S. ____
Lesser
25.2 Power of Attorney of Alan L. ____
Gordon
</TABLE>
ITEM 17. UNDERTAKINGS.
1. 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;
(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 (1)(i) and (1)(ii) do not apply if the
information required 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 Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purposes 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.
-12-
<PAGE>
(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.
2. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of United Park City Mines Company (the "Company") pursuant to any
provisions of its articles of incorporation or bylaws, or otherwise, the Company
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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit of proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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 the
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, United Park City Mines Company, a Delaware corporation, certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Park City, State of Utah, on March 3, 1998.
UNITED PARK CITY MINES COMPANY
By /s/ Hank Rothwell
----------------------------
Hank Rothwell
President
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>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Hank Rothwell President,(Principal March 3, 1998
- ------------------------- Executive Officer) and
Hank Rothwell Director
/s/ Edwin L. Osika, Jr. Executive Vice March 3, 1998
- ------------------------- President,
Edwin L. Osika, Jr. Secretary, Treasurer
(Principal Financial and
Accounting Officer) and
Director
/s/ Joseph S. Lesser Director March 3, 1998
- -------------------------
Joseph S. Lesser
/s/ Alan L. Gordon Director March 3, 1998
- -------------------------
Alan L. Gordon
</TABLE>
-14-
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF MACKEY PRICE & WILLIAMS]
March 3, 1998
United Park City Mines Company
P.O. Box 1450
Park City, Utah 84060
RE: UNITED PARK CITY MINES COMPANY
FORM S-3 REGISTRATION STATEMENT
LEGALITY OF SECURITIES
Gentlemen:
This firm has acted as your counsel in connection with the filing of a
Registration Statement on Form S-3 with the Securities and Exchange Commission
registering 203,700 shares of the Company's $0.01 par value Common Stock that
have been issued to New Quincy Mining Company and Lucky Bill Mining Company in
connection with the Company's acquisition of the respective assets of those
companies.
We have examined copies of the Restated Certificate of Incorporation and
three Certificates of Amendment of the Restated Certificate of Incorporation
that have been filed with the Delaware Secretary of State. We have also examined
such statutes and documents and have made such other investigation as we have
deemed necessary in connection with the opinion expressed herein.
Based upon the foregoing, we are of the opinion that the Shares have
been legally issued, fully paid, and non-assessable.
Very truly yours,
/s/ Mackey Price & Williams
<PAGE>
EXHIBIT 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated April 3, 1997 on our audit of the financial
statements of United Park City Mines Company. We also consent to the reference
to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Salt Lake City, Utah
March 2, 1998
<PAGE>
EXHIBIT 24.2
[LETTERHEAD OF MACKEY PRICE & WILLIAMS]
March 2, 1998
We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus forming part of the Registration Statement on Form
S-3 of United Park City Mines Company and to the filing of the opinion included
as Exhibit 5.1 to the Registration Statement.
/s/ Mackey Price & Williams
<PAGE>
EXHIBIT 25.1
POWER OF ATTORNEY
JOSEPH S. LESSER
KNOW ALL MEN BY THESE PRESENTS that Joseph S. Lesser constitutes and
appoints Hank Rothwell and Edwin L. Osika, Jr., and each of them, his true and
lawful attorneys and agents, with full power of substitution and re-substitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all Registration Statements on Form S-3 and amendments thereto (including
post-effective amendments) relating to United Park City Mines Company, 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 and agents, and each of them, full power and authority to do any and
all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys and agents, or either of them, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of February, 1998.
/s/ Joseph S. Lesser
--------------------------------
Joseph S. Lesser
WITNESS:
/s/ Phyllis Mosberg
- ------------------------------
Phyllis Mosberg
<PAGE>
EXHIBIT 25.2
POWER OF ATTORNEY
Alan L. Gordon
KNOW ALL MEN BY THESE PRESENTS that Alan L. Gordon constitutes and
appoints Hank Rothwell and Edwin L. Osika, Jr., and each of them, his true and
lawful attorneys and agents, with full power of substitution and re-substitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all Registration Statements on Form S-3 and amendments thereto (including
post-effective amendments) relating to United Park City Mines Company, 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 and agents, and each of them, full power and authority to do any and
all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys and agents, or either of them, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 12th day of February, 1998.
/s/ Alan L. Gordon
--------------------------------
Alan L. Gordon
WITNESS:
/s/ Phyllis Mosberg
- ------------------------------
Phyllis Mosberg
