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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
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MERIDIAN GOLD INC.
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(Exact name of registrant as specified in its charter)
Canada 88-0226676
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
5011 Meadowood Way, Reno, Nevada 89502
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. |_|
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. |_|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Rights, with respect to Common New York Stock Exchange, Inc.
Shares, without par value
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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This document contains 5 pages.
The Exhibit Index is located on page 5.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED:
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Rights
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On July 19, 1996 the Board of Directors (the "Board") of Meridian Gold
Inc. (the "Company") approved the form and content of a Shareholder Rights Plan
Agreement to be dated July 31, 1996 (the "Rights Agreement") between the Company
and The Trust Company of Bank of Montreal, as Rights Agent (the "Rights Agent").
The Rights Agreement was executed by the Company and the Rights Agent and became
effective on July 31, 1996. The Rights Agreement has a term of three years and
expires at the close of business on July 30, 1999 (the "Expiration Time"). The
Board also authorized the issuance, effective at 12:01 a.m. on July 31, 1996
(the "Record Time"), of one Right (as defined in the Rights Agreement) in
respect of each common share (each, a "Common Share") of the Company outstanding
at the Record Time, as well as the issuance of one Right in respect of each
Common Share to be issued after the Record Time and prior to the Separation Time
(as defined below) and the Expiration Time.
Each Right entitles the holder, after the Separation Time, to purchase
Common Shares from the Company on the basis set out in the Rights Agreement. The
"Separation Time" means the close of business on the eighth trading day after
the earlier of (i) the first date of public announcement that a person or group
other than certain exempt persons (an "Acquiring Person"), together with persons
affiliated or associated with such Acquiring Person (other than those that are
exempted), has acquired, or obtained the right to acquire, beneficial ownership
of 20% or more of any class of voting shares of the Company; or (ii) the date of
commencement or public announcement of an intention to commence a Take-over Bid
(as defined in the Rights Agreement), other than a Permitted Bid or a Competing
Permitted Bid (each as defined in the Rights Agreement).
A "Take-over Bid" means an offer to acquire voting shares of the
Company (or securities convertible into such shares) which, if successful, would
result in the person making such an offer (the "Offeror") beneficially owning
20% or more of any class of voting shares of the Company (including any such
shares held by the Offeror prior to the offer). A "Permitted Bid" and a
"Competing Permitted Bid" are Take-over Bids that are made by means of an
offering circular and (i) are made to all shareholders; (ii) are open for a
period of not less than 60 days; (iii) have a minimum deposit condition; and
(iv) contain certain withdrawal rights and extension terms.
The Rights Agreement provides that, until the Separation Time, the
Rights will be transferred with and only with the Common Shares, and the Common
Share certificates will contain a legend incorporating the Rights Agreement by
reference. Until the earlier of the Separation Time and the Expiration Time, the
surrender for transfer of any Common Share certificate will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Separation Time, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Separation Time, and thereafter the Rights Certificates alone will evidence the
Rights.
After the Separation Time and prior to the Expiration Time, the Rights
are exercisable by the holders. Upon exercise, subject to adjustment, each Right
will entitle the holder to purchase one Common Share for the Exercise Price,
which initially shall be Cdn. $25.00.
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The Exercise Price, as well as the number and kind of securities
subject to purchase upon exercise of each Right and the number of Rights
outstanding, is subject to adjustment as set out in the Rights Agreement. In the
event of certain stock dividends, share subdivision or consolidation or certain
share issuances, the Exercise Price and the number of Rights outstanding (or
securities subject to purchase upon exercise of each Right) shall be adjusted by
an Expansion Factor (as defined in the Rights Agreement) to afford certain
protection against dilution. The Rights Agreement provides for similar
adjustments in the event of (a) an issuance to all holders of Common Shares of
rights, options or warrants to acquire Common Shares at a price less than the
current market price or (b) a distribution to all holders of Common Shares of
certain evidences of indebtedness or other rights, options or warrants.
The Rights are intended to have certain anti-takeover effects. The
Rights may cause substantial dilution to a person or group other than an exempt
person that attempts to acquire the Company on terms not approved by the Board,
except pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board prior to the time a person or group other than
an exempt person has acquired beneficial ownership of 20% or more of the Common
Shares.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends, if any.
For a description of certain Canadian tax consequences with respect to
U.S. security holders, see the discussion under "Certain Canadian Federal Income
Tax Considerations" contained in the Company's Registration Statement on Form
S-4 (File No. 33-06225) filed with the Commission on June 18, 1996 and declared
effective on June 21, 1996 ("Form S-4"). For a description of the rights of
security holders, see the discussion under "Comparative Rights of Shareholders"
contained in the Form S-4. In general, there are no limitations on the right of
nonresident owners to hold or vote such securities imposed by Canadian law or by
any of the Company's constituent documents.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement which is
incorporated in this Registration Statement by reference from Exhibit 3.4(i)(d)
to the Company's Registration Statement on Form 8-B filed with the Commission on
July 30, 1996 and declared effective on July 31, 1996.
ITEM 2. EXHIBITS:
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1.1 Shareholder Rights Plan Agreement, dated as of July 31, 1996,
between Meridian Gold Inc. and The Trust Company of Bank of
Montreal, as Rights Agent, including the Form of Rights
Certificate attached thereto as Attachment 1, incorporated by
reference from Exhibit 3.4(i)(d) to the Company's Registration
Statement on Form 8-B filed with the Commission on July 30,
1996 and declared effective on July 31, 1996.
1.2 The description contained under the captions, "Certain Canadian
Federal Income Tax Considerations" and "Comparative Rights of
Shareholders" in the Company's Registration Statement on Form
S-4 (File No. 33-06225) filed with the Commission on June 18,
1996 and declared effective on June 21, 1996, incorporated
herein by reference.
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
MERIDIAN GOLD INC.
By: /s/ Alan L. Lowe
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Alan L. Lowe
Its: Chief Financial Officer
Date: August 30, 1996
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EXHIBIT INDEX
Exhibit No. Description Page No.
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1.1 Shareholder Rights Plan Agreement, dated as of __
July 31, 1996, between Meridian Gold Inc. and
The Trust Company of Bank of Montreal, as Rights
Agent, including the Form of Rights Certificate
attached thereto as Attachment 1, incorporated
by reference from Exhibit 3.4(i)(d) to the
Company's Registration Statement on Form 8-B filed
with the Commission on July 30, 1996 and declared
effective on July 31, 1996.
1.2 The description contained under the captions, __
"Certain Canadian Federal Income Tax Considerations"
and "Comparative Rights of Shareholders" in the
Company's Registration Statement on Form S-4 (File
No. 33-06225) filed with the Commission on June 18,
1996 and declared effective on June 21, 1996,
incorporated herein by reference.
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