<PAGE>
As filed with the Securities and Exchange Commission on October 30, 1998
Registration No.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
ROYAL OAK MINES INC.
(Exact name of Registrant as specified in its charter)
----------------------
Ontario, Canada 98-0160821
--------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
c/o Royal Oak Mines (USA) Inc.
5501 Lakeview Drive
Kirkland, Washington
U.S.A. 98033-7314
------------------------------- ----------
(Address of principal executive (Zip Code)
offices)
ROYAL OAK MINES INC.
SHARE BONUS AGREEMENTS
(Full Title of the Plan)
----------------------
William J.V. Sheridan, Esq.
Lang Michener
BCE Place, 181 Bay Street
Toronto, Ontario
M5J 2T7
(416) 360-8600
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1)(3) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 400,000 shares $0.78125 $312,500 $86.88
without par value
- -----------------------------------------------------------------------------------------------
</TABLE>
1. Plus 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. Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
the proposed maximum offering price per share and the registration fee are
based on the reported average of the high and low prices for Royal Oak Mines
Inc.'s Common Shares on the American Stock Exchange on October 27, 1998.
-1-
<PAGE>
3. Relates to 400,000 Common Shares of Royal Oak Mines Inc. issuable as part
payment of bonuses awarded to 22 employees pursuant to Royal Oak Mines Inc.
Share Bonus Agreements. Reference is made to Exhibit 4 of this Registration
Statement for the list of employee participants covered by this Registration
Statement.
4. Also being registered are the Common Share Purchase Rights of Royal Oak
Mines Inc. associated with the Common Shares.
-2-
<PAGE>
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- -----------------------------------------------------------------------
PART 1 - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)
ITEM 1. PLAN INFORMATION.
ITEM 2. COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
- -----------------------------------------------------------------------
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been filed by Royal Oak
Mines Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), are incorporated by reference herein and shall be deemed to be a
part hereof:
(a) the annual report on form 10-K for the fiscal year ended
December 31, 1997;
(b) the quarterly reports on form 10-Q for the quarter ended
March 31, 1998 and June 30, 1998; and
(c) the current reports on form 8-K, filed January 8, 1998,
January 8, 1998, January 19, 1998, January 28, 1998,
February 25, 1998, March 11, 1998, March 17, 1998, March 17,
1998, March 18, 1998, March 25, 1998, March 30, 1998, March 31,
1998, April 7, 1998, May 12, 1998, May 15, 1998, June 16, 1998,
June 24, 1998, July 24, 1998, August 14, 1998, August 17, 1998,
September 15, 1998, September 22, 1998 and October 7, 1998.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in
each year during which the offering made by this Registration Statement is in
effect prior to the filing with the Commission of the Company's Annual Report on
Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this Registration Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such 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.
- --------------------
(1) This information is not required to be included in, and is not
incorporated by reference in, this Registration Statement.
-3-
<PAGE>
Not Applicable. (Common Shares, without par value, of the Company
issuable in partial payment of bonuses awarded to employees; see Exhibit 4)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Partners and associates of Lang Michener, which has rendered an
opinion on the legality of the Common Shares being registered hereby own
beneficially, directly or indirectly, 5,000 Common Shares and options to acquire
115,000 Common Shares. A partner of Lang Michener is a director and Secretary
of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Business Corporations Act (Ontario), the Company may
indemnify a present or former director or officer or a person who acts or acted
at the Company's request as a director or officer of another corporation of
which the Company is or was a shareholder or creditor, and his 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 him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of his position with the Company and provided that
the director or officer acted honestly and in good faith with a view to the best
interests of the Company and, 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. Such indemnification may be made in
connection with a derivative action only with court approval. A director or
officer is entitled to indemnification from the Company as a matter of right if
he was substantially successful on the merits and fulfilled the conditions set
forth above.
In accordance with the Business Corporations Act (Ontario), the By-
laws of the Company indemnify a director or officer, a former director or
officer, or a person who acts or acted at the Company's request as a director or
officer of a corporation in which the Company is or was a shareholder or
creditor, and his heirs and legal representatives, against any and all losses
and expenses reasonably incurred by him in respect of any civil, criminal or
administrative proceeding to which he is made a party by reason of being or
having been a director or officer of the Company or other corporation if he
acted honestly and in good faith with a view to the best interests of the
Company or, in the case of a criminal or administrative action or proceeding
that is enforced by monetary penalty, he had reasonable grounds in believing
that his conduct was lawful.
A policy of directors' and officers' liability insurance is maintained
by the Company which insures directors and officers for losses as a result of
claims based upon the acts or omissions as directors and officers of such
Company, including liabilities arising under the Securities Act of 1933, as
amended, and also reimburses the Company for payments made pursuant to the
indemnity provisions under the Business Corporations Act (Ontario).
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provision, the Company has
been informed that in the opinion of the U.S. Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
-4-
<PAGE>
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibits
- -------------- -----------------------
<S> <C>
4 Form of Royal Oak Mines Inc. Share Bonus Agreement
(including list of employee participants)
5 Opinion of Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (Contained in Exhibit 5)
</TABLE>
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 (the "1933 Act");
(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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and 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 1934 Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933
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 registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
-5-
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the 1934 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 1933 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 1933 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 1933 Act and will be governed by the
final adjudication of such issue.
-6-
<PAGE>
SIGNATURES
THE COMPANY. Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 caused this
registration statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Kirkland, State of Washington, on the 28th day
of October, 1998.
ROYAL OAK MINES INC.
By: "Margaret K. Witte"
-----------------------------------
Margaret K. Witte
President & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
"Margaret K. Witte" President, October 28, 1998
- --------------------------- Chief Executive Officer
Margaret K. Witte and Director
(Principal Executive Officer)
"James H. Wood" Chief Financial Officer October 28, 1998
- --------------------------- (Principal Financial and
James H. Wood Accounting Officer)
"Joseph A. Brand" Controller October 28, 1998
- ---------------------------
Joseph A. Brand
"Ross F. Burns" Director October 28, 1998
- ---------------------------
Ross F. Burns
"William J.V. Sheridan" Director October 28, 1998
- ---------------------------
William J.V. Sheridan
Director , 1998
- ---------------------------
J. Conrad Lavigne
Director , 1998
- ---------------------------
Dale Parker
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
- ------- -------------------- -----------
<S> <C> <C>
4 Form of Royal Oak Mines Inc.
Share Bonus Agreement (including list
of employee participants) ............................................
5 Opinion of Counsel....................................................
23.1 Consent of Independent Accountants....................................
23.2 Consent of Counsel (Contained in Exhibit 5)...........................
</TABLE>
<PAGE>
EXHIBIT 4
ROYAL OAK MINES INC.
September -, 1998
Dear -,
This is to confirm the terms of the employee-performance share bonus
granted to you (the "Employee") by Royal Oak Mines Inc. ("Royal Oak"), which has
been granted and will be provided to you in accordance with the following terms
and conditions:
1. Royal Oak has granted to you a bonus, the net amount after tax of which
will be paid by issuing to you - common shares of Royal Oak (the "Bonus
Shares"). The Bonus Shares will, when issued, be deemed to have been
issued by Royal Oak at a price per share equal to the closing price of
Royal Oak's common shares on the date of issuance (the "Share Price").
2. The aggregate bonus (the "Bonus") is equal to the number obtained by
dividing: (A) the number of Bonus Shares multiplied by the Share Price, by
(B) 1 minus the Tax Rate (as hereafter defined). "Tax Rate" means the
estimated aggregate federal, state and provincial income tax rate
applicable to the Employee as estimated by Royal Oak, such estimate to be
equal to the lesser of the aggregate rate currently used by Royal Oak in
determining payroll deductions for the Employee and 30%. The Bonus will be
paid and satisfied by Royal Oak issuing the Bonus Shares to the Employee
and by Royal Oak remitting to the appropriate federal, state or provincial
taxation authorities, on behalf of the Employee, the estimated amount of
income tax exigible on the Bonus as determined by the Tax Rate. Payment of
any tax exigible on the Bonus in excess of the amount estimated and
remitted by Royal Oak on the Employee's behalf shall remain the sole
responsibility and obligation of the
<PAGE>
Employee and the Employee shall indemnify Royal Oak with respect to any
claims arising with respect thereto.
3. The Bonus will be paid and the Bonus Shares will be issued by Royal Oak
only upon receipt of all necessary regulatory approvals, including the
approvals of The Toronto Stock Exchange and the American Stock Exchange,
which Royal Oak agrees to seek forthwith. Upon receipt of all such
approvals, Royal Oak will deliver to the Employee a share certificate
evidencing the Bonus Shares.
4. As a condition to the receipt of the Bonus and the Bonus Shares, the
Employee hereby agrees to comply with all applicable securities laws,
including all laws as may apply should you elect to resell any of the
common shares of Royal Oak acquired hereunder.
5. Neither this Agreement nor the grant of the Bonus shall in any way
constitute any form of agreement or understanding binding on Royal Oak or
any affiliated company of Royal Oak, express or implied, that Royal Oak or
any affiliate of Royal Oak will employ you or contract with you for any
length of time, nor shall it interfere in any way with Royal Oak's, or,
where applicable, an affiliated company's right to terminate your
employment for any reason at any time, which right is hereby reserved.
6. This Agreement and the Bonus shall be non-assignable by you and be binding
on Royal Oak and its successors and assigns.
If you are in agreement with the foregoing, please sign in the space
indicated below and return an executed original to Royal Oak.
<PAGE>
ROYAL OAK MINES INC.
BY:
-------------------------------------
MARGARET K. WITTE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
The undersigned hereby accepts and agrees to be bound by the terms of the
foregoing this _______ day of ________________, 1998.
- ---------------------------------------
<PAGE>
EXHIBIT 4
<TABLE>
<CAPTION>
NUMBER OF SHARES
EMPLOYEE TO BE ISSUED
- -------- ----------------
<S> <C>
Douglas Anthony 8,000
Jay Collins 150,000
Marc Henrison 4,000
Geoffrey Jackson 8,000
James Koski 8,000
Ken Salyn 10,000
Gene Fritzel 5,000
David Gurniak 5,000
Eric Hardin 2,000
Alan Martin 5,000
Tim Matusiak 5,000
Dan Richard 5,000
Adrian McNutt 50,000
Chan Patel 50,000
Douglas Braid 20,000
Joseph Brand 15,000
Linda Burrus 5,000
Larry Connell 30,000
Robert Pfau 5,000
John Phipps 5,000
Judy Simon 2,500
William Henry 2,500
--------
400,000
</TABLE>
<PAGE>
EXHIBIT 5
Reply to:
Toronto Office
October 28, 1998
Securities and Exchange Commission
450 5th Street N.W.
Judiciary Plaza
Washington, D.C. 20549
U.S.A.
Dear Sirs:
RE: ROYAL OAK MINES INC.: REGISTRATION STATEMENT ON FORM S-8
We are counsel to Royal Oak Mines Inc., a company amalgamated under the laws
of the Province of Ontario (the "Company") and have acted on its behalf in
connection with the registration under the Securities Act of 1933, as amended
(the "Act") of the Company's common shares, without par value (the "Common
Shares"), issuable under the form of Royal Oak Mines Inc. Share Bonus
Agreement included in Exhibit 4 to the Company's Registration Statement on
Form S-8 to the participants listed in such exhibit (the "Share Bonus
Agreement").
We are generally familiar with the properties and affairs of the Company,
including the Share Bonus Agreement. As the basis for the opinions herein
expressed, we have also made such investigations and examined such additional
documents and proceedings as we have considered relevant and necessary. In
such examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
to authentic original documents of documents submitted to us as certified,
conformed or photostatic copies or facsimiles.
The opinions expressed herein are expressly limited to the laws of the
Province of Ontario and the laws of Canada applicable therein and we express
no opinion as to the laws of any other jurisdiction.
Based and relying on the foregoing, we are of the opinion that all necessary
corporate action has been taken to allot and reserve for issuance 400,000
Common Shares in accordance with applicable law to be issued pursuant to the
<PAGE>
terms of the Share Bonus Agreement and when issued pursuant to the terms of
the Share Bonus Agreement, the said 400,000 Common Shares will be validly
issued as fully paid and non-assessable Common Shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the Agreement.
Yours truly,
"Lang Michener"
<PAGE>
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CONSENT OF INDEPENDENT ACCOUNTANTS
- -------------------------------------------------------------------------------
We consent to the incorporation by reference in the Royal Oak Mines Inc. Form
S-8 Registration Statement (relating to the Share Bonus Agreements) of our
audit report dated April 6, 1998 to the shareholders of Royal Oak Mines Inc.
on the balance sheets as at December 31, 1997 and 1996, and the statements of
income (loss), retained earnings (deficit) and cash flow for the years ended
December 31, 1997, 1996 and 1995.
Arthur Andersen & Co. (signed)
Vancouver, British Columbia
October 28, 1998
