Registration No. 333-19335-01
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
NO. 1
on
FORM S-8
to
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEWMONT MINING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1700 LINCOLN ST. 13-1806811
(State or Other DENVER, CO 80203 (I.R.S. Employer
Jurisdiction (303) 863-7414 Identification No.)
of Incorporation (Address of Principal
or Organization) Executive Offices)
SANTA FE PACIFIC GOLD CORPORATION DIRECTORS'
STOCK COMPENSATION PLAN
SANTA FE PACIFIC GOLD CORPORATION
LONG TERM INCENTIVE STOCK PLAN
(Full Title of the Plans)
TIMOTHY J. SCHMITT, ESQ.
NEWMONT MINING CORPORATION
1700 LINCOLN ST.
DENVER, CO 80203
(Name and Address and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
MAUREEN S. BRUNDAGE
WHITE & CASE
1155 AVENUE OF THE AMERICAS
<PAGE>
NEW YORK, NY 10036
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described under
"Introductory Statement."
<PAGE>
INTRODUCTORY STATEMENT
Newmont Mining Corporation ("Newmont Mining" or the "Registrant")
hereby amends its Registration Statement on Form S-4 (No. 333-19335) (the
"Form S-4 Registration Statement") by filing this Post-Effective Amendment No.
1 on Form S-8 ("Amendment No. 1") with respect to (i) 21,500 shares of common
stock, par value, $1.60 per share, of Newmont Mining ("Newmont Mining Common
Stock") issuable upon exercise of outstanding stock options granted under the
Santa Fe Pacific Gold Corporation Directors' Stock Compensation Plan
("Directors' Stock Options") and (ii) up to 565,634 shares of Newmont Mining
Common Stock issuable upon exercise of outstanding stock options granted under
the Santa Fe Pacific Gold Corporation Long Term Incentive Stock Plan
("Incentive Stock Options"). The Santa Fe Pacific Gold Corporation Directors'
Stock Compensation Plan and the Santa Fe Pacific Gold Corporation Long Term
Incentive Stock Plan are herein collectively referred to as the "Plans." The
Directors' Stock Options and the Incentive Stock Options are herein
collectively referred to as the "Santa Fe Options." The shares of Newmont
Mining Common Stock issuable upon exercise of the Santa Fe Options were
registered under the S-4 Registration Statement.
On May 5, 1997, Midtown Two Corp., a Delaware corporation and a
wholly owned subsidiary of Newmont Mining ("Midtown Two"), was merged (the
"Merger") with and into Santa Fe Pacific Gold Corporation ("Santa Fe")
pursuant to an Agreement and Plan of Merger dated as of March 10, 1997, among
the Registrant, Midtown Two and Santa Fe (the "Merger Agreement"). As a
result of the Merger, (i) each outstanding share of Santa Fe common stock, par
value $.01 per share (the "Santa Fe Common Stock"), (with certain specified
exceptions) was converted into 0.43 of a share of Newmont Mining Common Stock,
and (ii) each outstanding Santa Fe Option was assumed by Newmont Mining and
now constitutes an option to acquire, on the same terms and conditions as were
applicable under such Santa Fe Option prior to the Merger, the number of
shares of Newmont Mining Common Stock as the holder of such Santa Fe Option
would have been entitled to receive pursuant to the Merger had such holder
exercised such Santa Fe Option in full immediately prior to the effective time
of the Merger, at a price per share equal to (y) the aggregate exercise price
for the shares of Santa Fe Common Stock otherwise purchasable pursuant to such
Santa Fe Option divided by (z) the number of shares of Newmont Mining Common
Stock deemed purchasable pursuant to such Santa Fe Option.
The designation of this Post-Effective Amendment as Registration No.
333-19335-01 denotes that this Post-Effective Amendment relates only to the
shares of Newmont Mining Common Stock issuable upon exercise of the Santa Fe
Options pursuant to the Plans and that this is the first Post-Effective
Amendment to the S-4 Registration Statement filed with respect to such shares.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference in this Prospectus
(i) the Registrant's Annual Report on Form 10-K for the year ended December
31, 1996, (ii) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, (iii) the Registrant's Current Reports on Form 8-K dated
January 30, 1997, February 20, 1997, February 27, 1997, March 3, 1997, March
4, 1997, March 6, 1997, March 10, 1997, March 19, 1997 and April 28, 1997 and
(iv) the description of the Newmont Mining Common Stock contained in the
Registrant's registration statement for such Newmont Mining Common Stock filed
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description. All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange 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 a part hereof from the date of filing of such documents. Any statement
contained herein or in a document all or a portion of which is incorporated or
deemed to be incorporated by reference herein 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 document which
also is or is deemed to be incorporated by reference herein 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
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes and
empowers the Registrant to indemnify the directors, officers, employees and
agents of the Registrant against liabilities incurred in connection with, and
related expenses resulting from, any claim, action or suit brought against any
such person as a result of such person's relationship with the Registrant,
provided that such persons acted in good faith and in a manner such person
reasonably believed to be in, and not opposed to, the best interests of the
Registrant in connection with the acts or events on which such claim, action
or suit is based. The finding of either civil or criminal liability on the
part of such persons in connection with such acts or events is not necessarily
determinative of the question of whether such persons have met the required
standard of conduct and are, accordingly, entitled to be indemnified. The
foregoing statements are subject to the detailed provisions of Section 145 of
the General Corporation Law of the State of Delaware.
The By-Laws of the Registrant provide that each person who at any
time is or shall have been a director or officer of the Registrant, or is or
shall have been serving another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity at the
request of the Registrant, and such person's heirs, executors and
administrators, shall be indemnified by the Registrant in accordance with and
to the full extent permitted by the General Corporation Law of the State of
Delaware. Section 6 of the By-Laws of the Registrant facilitates enforcement
of the right of directors and owners to be indemnified by establishing such
right as a contract right pursuant to which the person entitled thereto may
<PAGE>
bring suit as if the indemnification provisions of the By-Laws were set forth
in a separate written contract between the Registrant and the director or
officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description of Documents
4.1 Restated Certificate of Incorporation dated as of July 13, 1987.
Incorporated by reference to Exhibit 3 to the Registrant's Form 10-K
for the year ended December 31, 1987.
4.2 Certificate of Amendment to the Restated Certificate of
Incorporation filed with the Secretary of State of Delaware on May
5, 1997.
4.3 By-Laws as amended through November 1, 1993 and adopted November 1,
1993. Incorporated by reference to Exhibit 3(b) to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
4.4 Rights Agreement dated as of September 23, 1987 between the
Registrant and Manufacturers Hanover Trust Company as Equal Value
Agent relating to the Equal Value Rights. Incorporated by reference
to Exhibit 1 to the Registrant's Registration Statement on Form 8-A
dated September 25, 1987.
4.5 First Amendment dated as of October 1, 1987 amending the Rights
Agreement dated as of September 23, 1987 between the Registrant and
Manufacturers Hanover Trust Company, as Rights Agent. Incorporated
by reference to Exhibit 4(b) to the Registrant's Form 10-K for the
year ended December 31, 1990.
4.6 Second Amendment dated as of May 1, 1989 amending the Rights
Agreement dated as of September 23, 1987 between the Registrant and
Manufactures Hanover Trust Company, as Rights Agent. Incorporated
by reference to Exhibit 1 to the Registrant's Form 8 dated June 7,
1989.
4.7 Rights Agreement dated August 30, 1990 between the Registrant and
Manufacturers Hanover Trust Company, as Rights Agent. Incorporated
by reference to Exhibit 1 to the Registrant's Registration Statement
on Form 8-A dated August 31, 1990.
4.8 First Amendment dated November 27, 1990 and Second Amendment dated
December 7, 1990 to the aforementioned Rights Agreement dated August
30, 1990. Incorporated by reference to Exhibits 2 and 3,
respectively, to the Registrant's Form 8 dated December 7, 1990.
4.9 Third Amendment dated February 26, 1992 to the aforementioned Rights
Agreement dated August 30, 1990. Incorporated by reference to
Exhibit 4 to the Registrant's Form 8 dated March 17, 1992.
5.1 Opinion of White & Case, counsel to the Registrant, dated May 6,
1997 with respect to the legality of the Newmont Mining Common Stock
registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of White & Case (included in Exhibit 5 to the Registration
Statement).
<PAGE>
24.1 Powers of Attorney.*
____________
*Previously filed.
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:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities 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; and
(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 regis-
tration 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 Exchange Act that are
incorporated by reference 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 registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering; and
(4) 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 15(d) of the Exchange Act that is incorporated by
reference in this 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 provisions described in Item 6, 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 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 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 juris-
diction 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.
<PAGE>
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 Denver, State of
Colorado, on the 6th day of May, 1996.
NEWMONT MINING CORPORATION
By /s/ Timothy J. Schmitt
Timothy J. Schmitt
Vice President, Secretary and
Assistant General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons (who
include a majority of the Board of Directors) in the capacities and on the
dates indicated.
<TABLE>
Signature Title Date
<S> <C> <C>
*
Rudolph I.J. Agnew Director May 6, 1997
*
J.P. Bolduc Director May 6, 1997
*
Ronald C. Cambre Chairman, President, Chief Executive May 6, 1997
Officer and Director (Principal
Executive Officer)
*
Joseph P. Flannery Director May 6, 1997
*
Leo I. Higdon, Jr. Director May 6, 1997
*
Thomas A. Holmes Director May 6, 1997
*
Robin A. Plumbridge Director May 6, 1997
*
Moeen A. Qureshi Director May 6, 1997
<PAGE>
*
Michael K. Reilly Director May 6, 1997
*
William I.M. Turner, Jr. Director May 6, 1997
*
Wayne W. Murdy Executive Vice President and Chief May 6, 1997
Financial Officer (Principal Financial
Officer)
*
Gary E. Farmar Vice President and Controller (Principal May 6, 1997
Accounting Officer)
</TABLE>
*By /s/ Timothy J. Schmitt
Timothy J. Schmitt as
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No.
4.1 Restated Certificate of Incorporation dated as of July 13, 1987.
Incorporated by reference to Exhibit 3 to the Registrant's Form 10-K
for the year ended December 31, 1987.
4.2 Certificate of Amendment to the Restated Certificate of
Incorporation filed with the Secretary of State of Delaware on May
5, 1997.
4.3 By-Laws as amended through November 1, 1993 and adopted November 1,
1993. Incorporated by reference to Exhibit 3(b) to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
4.4 Rights Agreement dated as of September 23, 1987 between the
Registrant and Manufacturers Hanover Trust Company as Equal Value
Agent relating to the Equal Value Rights. Incorporated by reference
to Exhibit 1 to the Registrant's Registration Statement on Form 8-A
dated September 25, 1987.
4.5 First Amendment dated as of October 1, 1987 amending the Rights
Agreement dated as of September 23, 1987 between the Registrant and
Manufacturers Hanover Trust Company, as Rights Agent. Incorporated
by reference to Exhibit 4(b) to the Registrant's Form 10-K for the
year ended December 31, 1990.
4.6 Second Amendment dated as of May 1, 1989 amending the Rights
Agreement dated as of September 23, 1987 between the Registrant and
Manufactures Hanover Trust Company, as Rights Agent. Incorporated
by reference to Exhibit 1 to the Registrant's Form 8 dated June 7,
1989.
4.7 Rights Agreement dated August 30, 1990 between the Registrant and
Manufacturers Hanover Trust Company, as Rights Agent. Incorporated
by reference to Exhibit 1 to the Registrant's Registration Statement
on Form 8-A dated August 31, 1990.
4.8 First Amendment dated November 27, 1990 and Second Amendment dated
December 7, 1990 to the aforementioned Rights Agreement dated August
30, 1990. Incorporated by reference to Exhibits 2 and 3,
respectively, to the Registrant's Form 8 dated December 7, 1990.
4.9 Third Amendment dated February 26, 1992 to the aforementioned Rights
Agreement dated August 30, 1990. Incorporated by reference to
Exhibit 4 to the Registrant's Form 8 dated March 17, 1992.
5.1 Opinion of White & Case, counsel to the Registrant, dated May 6,
1997 with respect to the legality of the Newmont Mining Common Stock
registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of White & Case (included in Exhibit 5 to the Registration
Statement).
24.1 Powers of Attorney.*
________________
* Previously filed.
<PAGE>
Exhibit 4.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
* * * * *
Newmont Mining Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Newmont
Mining Corporation resolutions were duly adopted approving an amendment to the
Restated Certificate of Incorporation of said corporation (the "Amendment")
and authorizing its submission to the stockholders of said corporation for
their approval. The resolution approving the Amendment is as follows:
"RESOLVED, that Article FOURTH of the Restated Certificate of
Incorporation of the Corporation be amended (the "Amendment") to
delete the first paragraph thereof in its entirety and insert the
following in lieu thereof:
FOURTH: The total number of shares of all classes of
stock which the Corporation shall have authority to issue is
255,000,000, of which 5,000,000 shares shall be preferred stock
(hereinafter called "Preferred Stock") of the par value of
$5.00 per share and 250,000,000 shares shall be common stock
(hereinafter called "Common Stock") of the par value of $1.60
per share."
SECOND: That thereafter, pursuant to a resolution of its Board of
Directors, an annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary
number of shares as required by statute were voted in favor of the Amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That this Certificate of Amendment of the Restated
Certificate of Incorporation shall be effective at 3:30 p.m., eastern daylight
savings time, on May 5, 1997.
IN WITNESS WHEREOF, said Newmont Mining Corporation has caused this
certificate to be signed by Wayne W. Murdy, its Executive Vice President, this
5th day of May, 1997.
NEWMONT MINING CORPORATION
By/s/ Wayne W. Murdy
Wayne W. Murdy
<PAGE>
Executive Vice President
Attest:
By: /s/ Timothy J. Schmitt
Timothy J. Schmitt
Secretary
<PAGE>
Exhibit 5.1
Direct Dial: 819-8291
May 5, 1997
Newmont Mining Corporation
1700 Lincoln Street
Denver, CO 80203
Dear Sirs:
We have acted as special counsel for Newmont Mining Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), of the Post-
Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-
4 (No. 333-19335) (the "Registration Statement") relating to the proposed
issuance of shares of common stock, par value $1.60 per share, of the Company
(the "Shares") which are issuable upon exercise from time to time of stock
options (the "Stock Options") that had been issued by the Santa Fe Pacific
Gold Corporation ("Santa Fe") under its Directors' Stock Compensation Plan and
the Long Term Incentive Stock Plan (the "Plans"), which options were assumed
by the Company upon consummation of the merger contemplated by the Agreement
and Plan of Merger, dated as of March 10, 1997, among the Company, Santa Fe
and Midtown Two Corp.
We have examined such certificates of public officials, certificates of
corporate agents and certificates of officers of the Company, and the
originals (or copies thereof certified to our satisfaction) of such corporate
documents and records of the Company, and such other documents, records and
papers as we have deemed relevant in order to give the opinions hereinafter
set forth. In this connection, we have assumed the genuineness of signatures
on and the authenticity of all documents so examined. Also, we have relied
upon such certificates of public officials, corporate agents and officers of
the Company and such other certifications with respect to the accuracy of
material factual matters contained therein which were not independently
established.
Based upon the foregoing, it is our opinion that the Shares, when issued,
delivered and paid for in accordance with the terms and conditions of the
Plans and the Stock Options, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section
7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ White & Case
MSB:JMC
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 28, 1997
(except for Note 17 as to which the date is March 10, 1997) included in
Newmont Mining Corporation's Form 10-K for the year ended December 31, 1996
and in Newmont Mining's Current Report on Form 8-K dated March 19, 1997 and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado
May 5, 1997
