<PAGE> 1
As filed with the Securities and Exchange Commission on October 31, 2000.
Registration No. ___
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MERIDIAN GOLD INC.
(Exact name of issuer as specified in its charter)
Canada 88-0226676
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9670 Gateway Drive, Suite 200, Reno, NV 89511
(Address of Principal Executive Offices and Zip Code)
MERIDIAN GOLD INC.
1999 SHARE INCENTIVE PLAN
(Full title of plan)
Brian J. Kennedy
President and Chief Executive Officer
Meridian Gold Inc.
9670 Gateway Drive, Suite 200
Reno, NV 89511
(Name and address of agent for service)
(775) 850-3777
(Telephone number, including area code, of agent for service)
Copy to: Holland & Hart LLP
Attn: Dennis Jackson, Esq.
555 Seventeenth Street, Suite 3200
Denver, Colorado 80202
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Securities to Amount to be maximum offering maximum aggregate Amount of
be registered registered (1) price per share(2) offering price(2) registration fee
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<S> <C> <C> <C> <C>
Common Shares 3,551,793 $5.19 $18,433,805 $4,867
(no par value)
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</TABLE>
(1) Represents the maximum number of shares of the Registrant to be issued
pursuant to the Registrant's 1999 Share Incentive Plan. This
Registration Statement also includes such indeterminate number of
shares as may be issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions in accordance with Rule
416 under the Securities Act of 1933.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee and based on
the average of the high and low sales prices for the Registrant's
common stock as reported on the New York Stock Exchange on October 24,
2000.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This registration statement relates to the registration of 3,551,793
shares of Common Shares, no par value, of Meridian Gold Inc. (the "Company"),
issuable pursuant to awards granted pursuant to the Meridian Gold Inc. 1999
Share Incentive Plan (the "Plan"). The documents containing the information
required by Part I of Form S-8 will be sent or given to participants in the Plan
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). In reliance on Rule 428, such documents (i) are not being
filed with the Securities and Exchange Commission (the "Commission") either as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424, and (ii) along with the documents incorporated by
reference into this registration statement pursuant to Item 3 of Part II hereof,
constitute a prospectus (the "Prospectus") that meet the requirements of Section
10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
registration statement:
1. Meridian Gold's Annual Report on Form 40-F for the
fiscal year ended December 31, 1999 filed with the
Commission in May, 2000.
2. All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31,
1999.
3. The description of the Company's Common Shares,
without par value (the "Common Shares") contained in
the "Description of Shares" of the Company's
Registration Statement on Form S-4 (File No.
333-09171) filed with the Commission on July 30,
1996.
4. The description of certain Rights, with respect to
Common Shares, contained in the "Description of
Registrant's Securities to be Registered" of the
Company's Registration Statement on Form 8-A filed
with the Commission on May 3, 1999.
All documents filed by the Company pursuant to Sections 13, 14 or 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
shares offered hereby have been sold or which deregisters all shares then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents. Any statement contained in the Prospectus, this registration
statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
the Prospectus and this registration statement to the extent that a statement
contained in any subsequently filed document that also is or is deemed to be
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 the Prospectus or this registration
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is incorporated under the Canada Business Corporations Act
(the "CBCA"). Under the CBCA, a corporation may, except in respect of an action
by or on behalf of such corporation, indemnify a director or officer, a former
director or officer, or a person who acts or has acted at the corporation's
request as a director or officer of a body corporate of which the corporation is
or was a shareholder or creditor against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of such corporation or such body corporate if (a) he acted
honestly and in good faith with a view to the best interests of the corporation
and (b) in the case of a criminal or administrative
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action or proceeding that is enforced by a monetary penalty, he had reasonable
grounds for believing that his conduct was lawful. In respect of an action by or
on behalf of such corporation or body corporate, a corporation may, with court
approval, provide indemnification against all costs, charges and expenses
reasonably incurred by such persons in connection with such action who fulfill
the conditions set forth in (a) and (b) immediately above. Under the CBCA, a
director or officer, a former director or officer or a person who acts, or has
acted at a corporation's request as a director or officer of a body corporate of
which such corporation is or was a shareholder or creditor is entitled to
indemnity from the corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defense of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the corporation or body corporate
if (a) he was substantially successful on the merits of his defense of the
action or proceeding and (b)(i) he acted honestly and in good faith with a view
to the best interests of the corporation and (ii) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful.
The Company's Bylaws provide for the indemnification of directors and
officers in Section 34. Except in respect of an action by or on behalf of the
corporation, the Company will indemnify former directors or officers of the
Company or a person who acts or acted at the Company's request as a director or
officer of a body corporate of which the Company is or was a shareholder or
creditor, and such director or officer's heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by such director or officer in
respect of any civil, criminal or administrative action or proceeding to which
such director or officer is made a party by reason of being or having been a
director or officer of such Company. With the approval of a court, the Company
shall indemnify a person in respect of an action by or on behalf of the Company,
to which such person is made a party by reason of being or having been a
director or an officer of the Company, against all costs, charges, expenses
reasonably incurred by such person in connection with such action if he (a)
acted honestly and in good faith with a view to the best interests of the
Company and (b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, had reasonable grounds for believing
that his conduct was lawful. Without requiring the approval of a court, the
Company shall indemnify any person referred to immediately above, in respect of
an action by or on behalf of the Company, who has been substantially successful
on the merits in the defense of any civil, criminal or administrative action or
proceeding to which such person is made a party by reason of being or having
been a director or officer of the Company, against all costs, charges and
expenses reasonably incurred by such person in respect of such action or
proceeding, provided that such person has satisfied the appropriate conditions
referred to in (a) and (b) immediately above.
The CBCA permits a corporation to purchase and maintain insurance for a
director or officer of the corporation, a former director or officer of the
corporation or a person who acts or has acted at a corporation's request as a
director or officer of a body corporate of which such corporation is or was a
shareholder or creditor against any liability incurred by him (a) in his
capacity as a director or officer of the corporation, except where the liability
relates to his failure to act honestly and in good faith with a view to the best
interests of the corporation, or (b) in his capacity as a director or officer of
another body corporate where he acts or acted in that capacity at the
corporation's request, except where the liability relates to his failure to act
honestly and in good faith with a view to the best interests of the body
corporate. The Company's Bylaws provide that the Company may purchase and
maintain directors' and officers' insurance for the benefit of any person
entitled to indemnification pursuant to the Bylaws, as the Company's Board of
Directors may from time to time determine. The Company has in effect insurance
policies in the amount of $25 million for liability insurance coverage of all of
the Company's directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit No. Description.
----------- -----------
4.1 Certificate of Amalgamation (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement
on Form S-8 (SEC File No. 333-11337), as filed with
the Commission on September 4, 1996).
4.2 Bylaws, as amended (incorporated by reference to
Exhibit 2.4 to the Company's Annual Report on Form
20-F, as filed with the Commission on May 27, 1997).
4.3 Form of Certificate representing Common Shares of the
Company (incorporated by reference from Exhibit
3.4(i)(a) to the Company's Registration Statement on
Form 8-B filed with the Commission on July 30, 1996).
4.4 Shareholder Rights Plan Agreement, dated as of March
19, 1999, between Meridian Gold Inc. and The Trust
Company of the Bank of Montreal, as Rights Agent,
including the Form of Rights Certificate, Form of
Assignment and Form of Election to Exercise attached
thereto as Attachment 1 (incorporated by reference
from Exhibit 1.1 to the Company's Registration
Statement on Form 8-A (SEC File No. 001-12003), as
filed with the Commission on May 3, 1999).
4.5 Shareholder Rights Plan Amending Agreement, effective
as of March 19, 1999, between Meridian Gold Inc. and
The Trust Company of the Bank of Montreal, as Rights
Agent (incorporated by reference from Exhibit 1.2 to
the Company's Registration Statement on Form 8-A (SEC
File No. 001-12003), as filed with the Commission on
May 3, 1999).
4.6 Meridian Gold Inc. 1999 Share Incentive Plan.
5.1 Opinion of Osler, Hoskin & Harcourt as to the legality
of the Company Common Shares being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Osler, Hoskin & Harcourt (contained in
their opinion filed as Exhibit 5.1).
24.1 Power of Attorney.
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 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.
(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.
(3) To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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
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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.
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 Securities 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 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 Securities Act and will be governed by the final
adjudication of such issue.
6
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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, on October 31, 2000.
MERIDIAN GOLD INC.
By: /s/ Brian J. Kennedy
--------------------------------
Brian J. Kennedy, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Date Name and Title
---- --------------
<S> <C> <C>
October 31, 2000 David S. Robertson, )
Director and Chairman )
)
October 31, 2000 Brian J. Kennedy, )
Director, President and Chief Executive )
Officer (Principal Executive Officer) )
)
October 31, 2000 Edward H. Colt, )
Vice President, Finance, Chief Financial ) By: /s/ Brian J. Kennedy
Officer and Treasurer (Principal Financial ) --------------------------------
Officer) ) Brian J. Kennedy, in the capacity
) indicated and as Attorney-In-Fact
October 31, 2000 Peter C. Dougherty, ) for the named Officers and named
Chief Accounting Officer and Controller ) Directors, who constitute all of
(Principal Accounting Officer) ) the Directors of the Company.
)
October 31, 2000 Christopher R. Lattanzi, )
Director )
)
October 31, 2000 Malcolm W. McNaught, )
Director )
)
October 31, 2000 John A. Eckersley, )
Director )
)
October 31, 2000 Robert G. Matthews, )
Director )
)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 Certificate of Amalgamation (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form
S-8 (SEC File No. 333-11337), as filed with the Commission
on September 4, 1996).
4.2 Bylaws, as amended (incorporated by reference to Exhibit 2.4
to the Company's Annual Report on Form 20-F, as filed with
the Commission on May 27, 1997).
4.3 Form of Certificate representing Common Shares of the
Company (incorporated by reference from Exhibit 3.4(i)(a) to
the Company's Registration Statement on Form 8-B filed with
the Commission on July 30, 1996).
4.4 Shareholder Rights Plan Agreement, dated as of March 19,
1999, between Meridian Gold Inc. and The Trust Company of
the Bank of Montreal, as Rights Agent, including the Form of
Rights Certificate, Form of Assignment and Form of Election
to Exercise attached thereto as Attachment 1 (incorporated
by reference from Exhibit 1.1 to the Company's Registration
Statement on Form 8-A (SEC File No. 001-12003), as filed
with the Commission on May 3, 1999).
4.5 Shareholder Rights Plan Amending Agreement, effective as of
March 19, 1999, between Meridian Gold Inc. and The Trust
Company of the Bank of Montreal, as Rights Agent
(incorporated by reference from Exhibit 1.2 to the Company's
Registration Statement on Form 8-A (SEC File No. 001-12003),
as filed with the Commission on May 3, 1999).
4.6 Meridian Gold Inc. 1999 Share Incentive Plan.
5.1 Opinion of Osler, Hoskin & Harcourt as to the legality of
the Company Common Shares being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Osler, Hoskin & Harcourt (contained in their
opinion filed as Exhibit 5.1).
24.1 Power of Attorney.
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