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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MINERA ANDES INC.
(Exact Name of registrant as specified in its charter)
Alberta, Canada None
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3303 North Sullivan Road
Spokane, Washington 99216
(Address of Principal Executive Offices) (Zip Code)
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MINERA ANDES INC. AMENDED STOCK OPTION PLAN
(Full title of plan)
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Allen V. Ambrose
President
MINERA ANDES INC.
3303 North Sullivan Road
Spokane, Washington 99216
(Name and address of agent for service)
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(509) 921-7322
(Telephone number, including area code, of agent for service)
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With copy to:
Ronald J. Lone, Esq.
Stoel Rives LLP
One Union Square, 36th Floor
600 University Street
Seattle, Washington 98101-3197
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<TABLE>
<CAPTION>
Calculation of Registration Fee
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Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1)(2) Offering Price(1)(2) Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 2,000,000 shares $1.58 $3,160,000 $957.58
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based on the last sale price of the Common
Stock of Minera Andes Inc. as reported on August 18, 1997, on The Alberta
Stock Exchange, which was Cdn $2.20.
(2) The currency exchange rate applied in calculating Proposed Maximum Offering
Price Per Share and Proposed Maximum Aggregate Offering Price was the late
New York trading rate of exchange, as reported by the Wall Street Journal
for August 18, 1997, and was U.S. $1.00 = Cdn $1.39 or Cdn $1.00 = U.S.
$0.72
</TABLE>
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Minera Andes Inc. (the
"Corporation") relating to 2,000,000 shares of the Corporation's common stock,
no par value (the "Common Stock"), issuable upon exercise of stock purchase
rights granted or to be granted pursuant to the Corporation's Stock Option Plan
(the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information. *
* Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the
Corporation with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
(i) The Corporation's Registration Statement on Form 10-SB (Registration
No.000-22731) containing audited financial statements for the year
ended December 31, 1996, including any amendment thereto.
All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Bylaws of the Corporation provide that no director or officer shall be
personally liable for acts or omissions in the exercise of the powers and
discharge of the duties of his or her office, excluding liability arising from
such director's or officer's wilful neglect. In addition, the Bylaws provide
that the Corporation shall indemnify a director or officer, former director or
officer, and persons acting as director or officer of another corporation in
which the Corporation is a shareholder at the request of the Corporation,
against all monetary liabilities arising with respect to any action or
proceeding to which such director or officer is a party, provided that the
director or officer acted honestly and in good faith with a view to the best
interests of the Corporation, and in the event of a criminal proceeding, that
the director or officer had reasonable grounds for believing that his or her
conduct was lawful. The Bylaws also provide that the Corporation may purchase
and maintain insurance for the benefit of officers or directors against
liabilities arising as a result of the Corporation's indemnification
obligations. The limits on director and officer liability, the indemnification
of directors and officers, and the purchase of insurance against indemnification
liabilities provided for in the Bylaws of the Corporation are all subject to
restrictions under the Alberta Business Corporations Act, as amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation of the Corporation (incorporated by
reference to Exhibit 3.1 of the Corporation's Registration Statement
on Form 10-SB (Registration No. 000-22731), filed on June 20, 1997,
including any amendment filed for the purpose of updating such
Registration Statement).
4.2 Restated Bylaws of the Corporation (incorporated by reference to
Exhibit 3.2 of the Corporation's Registration Statement on Form 10-SB
(Registration No. 000-22731), filed on June 20, 1997, including any
amendment filed for the purpose of updating such Registration
Statement).
4.3 Minera Andes Inc. Amended Stock Option Plan (incorporated by reference
to Exhibit 10.21 of the Corporation's Registration Statement on Form
10-SB (Registration No. 000-22731), filed on June 20, 1997, including
any amendment filed for the purpose of updating such Registration
Statement).
5 Opinion of Ogilvie and Company
23.1 Consent of MacKay & Partners
23.2 Consent of Ogilvie and Company (included in Exhibit 5)
Item 9. Undertakings.
(a) 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, as amended;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) that,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(iii) To include any additional material information with respect
to the plan of distribution not previously disclosed in
this Registration Statement or any material change to
information contained herein;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is incorporated by
reference from periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that 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 of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Spokane, State of Washington, on August 19, 1997.
MINERA ANDES INC.
By: /s/ Allen V. Ambrose
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Allen V. Ambrose
President
Each of the undersigned directors of MINERA ANDES INC. hereby constitutes
and appoints Allen Ambrose, his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments or post-effective amendments to
this Registration Statement, and any other instruments or documents that said
attorneys-in-fact and agents may deem necessary or advisable to enable Minera
Andes Inc. to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereof, and
to file the same, with all exhibits thereto, with the Securities and Exchange
Commission, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of Minera Andes Inc., issuable
pursuant to the Minera Andes Inc. Stock Option Plan, 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 and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each such attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration Statement has been signed by the following persons in the
capacities indicated below on the 19th day of August, 1997:
Signature and Title
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/s/ Allen V. Ambrose /s/ Armand Hansen
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Allen V. Ambrose Armand Hansen, Director
President and Director
/s/ John Johnson Crabb /s/ A.D. Drummond
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John Johnson Crabb, Director A.D. (Darryl) Drummond, Director
/s/ Bonnie L. Kuhn /s/ Allan J. Marter
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Bonnie L. Kuhn, Director Allan J. Marter
Director and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
4.1 Restated Articles of Incorporation of the Corporation.......... *
4.2 Restated Bylaws of the Corporation............................. *
4.3 Minera Andes Inc. Amended Stock Option Plan.................... *
5 Opinion of Ogilvie and Company................................. 7
23.1 Consent of MacKay & Partners................................... 9
23.2 Consent of Ogilvie and Company (included in Exhibit 5)......... 7
24 Power of Attorney (signature page) ............................ 5
* Incorporated by reference. See sequentially numbered page 2.
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EXHIBIT 5
August 18, 1997
VIA FACSIMILE
The Board of Directors of
Minera Andes Inc.
3303 North Sullivan Road
Spokane, Washington
99216 U.S.A.
Dear Sir/Madam:
Re: Minera Andes Inc. (the "Corporation")
We have acted as Alberta counsel for the Corporation with respect to the
establishment of a Stock Option Plan (the "Plan") for the Corporation pursuant
to which the Corporation may issue up to a maximum of 2,000,000 common shares by
way of grant of stock options. We understand the Corporation is in the process
of filing a Registration Statement on Form S-8 ("Registration Statement") under
the Securities Act of 1933 relating to the issuance of up to 2,000,000 common
shares of the Corporation ("Common Shares") pursuant to the Plan.
We have examined all such corporate records and other documents as we have
deemed relevant and necessary in order to give this opinion. As to various
questions of fact material to such opinion and which were not independently
established, we have relied upon certificates of public officials and officers
of the Corporation. With respect to paragraph 1, we have relied on the
Certificate of Status dated August 12, 1997 and appended hereto.
In reviewing the foregoing documents, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to authentic or original documents of all documents submitted
to us as certified, true or photostatic copies.
We are solicitors qualified to carry on the practice of law in the Province of
Alberta only. This opinion therefore, relates only to the laws of the Province
of Alberta and the federal laws of Canada as applicable therein.
Based upon and subject to the qualifications herein expressed, we are of the
opinion that:
(i) the Corporation has been duly amalgamated and is valid and
subsisting under the Business Corporations Act (Alberta);
(ii) the Corporation is duly qualified to carry on business in the
jurisdiction of Alberta;
(iii) the authorized capital of the Corporation consists of an unlimited
number of common shares and an unlimited number of preferred shares;
and
(iv) upon the grant of stock options by the Corporation's Board of
Directors and the exercise of such options in accordance with the
terms and conditions of the Plan, the Common Shares of the
Corporation issued upon such exercise shall be duly issued as fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion may not be furnished to, or relied upon by, any person other than
the addressee hereof or for any purpose other than as specified herein.
Yours truly,
OGILVIE AND COMPANY
<PAGE>
ALBERTA Corporate Access Number
GOVERNMENT OF ALBERTA 20673250
CERTIFICATE OF STATUS
Form 32
I CERTIFY THAT ACCORDING TO OUR RECORDS
MINERA ANDES INC.
AMALGAMATED IN ALBERTA ON 95/11/06
IS AS OF THIS DATE A VALID AND SUBSISTING CORPORATION
GIVEN UNDER MY HAND AND SEAL OF OFFICE IN THE PROVINCE OF ALBERTA.
DATED 97 AUG 12
[SEAL] Registrar of Corporations
CR 55308
EXHIBIT 23.1
August 15, 1997 Our File No. 20427160
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
U.S.A.
Re: MINERA ANDES INC.
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Dear Sirs:
We consent to the incorporation in this registration statement on form S-8 of
Minera Andes Inc. of our report dated February 20, 1997 except for Note 13 which
is at June 16, 1997 on our examination of the consolidated financial statements
of Minera Andes Inc. by reference to the registration statement of Form 10-SB of
Minera Andes Inc.
Yours truly,
McKay & Partners
/s/ MacKay & Partners
Glenn Ohlhauser, C.A.
