<PAGE> 1
As filed with the Securities and Exchange Commission on September 30, 1998
Registration No. 333_______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------
NEWMONT MINING CORPORATION
(Exact name of Registrant as specified in its
charter)
-----------------
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<S> <C> <C>
DELAWARE 1700 LINCOLN STREET 13-1806811
(State or other jurisdiction of) DENVER, COLORADO 80203 (I.R.S. Employer
incorporation or organization (303) 863-7414 Identification No.)
(Address of principal executive offices)
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-----------------
NEWMONT MINING CORPORATION
1996 EMPLOYEES STOCK PLAN
(Full Title of Plan)
-----------------
TIMOTHY J. SCHMITT, ESQ.
NEWMONT MINING CORPORATION
1700 LINCOLN STREET
DENVER, COLORADO 80203
(303) 863-7414
(Name, address and telephone number,
including area code, of agent for service)
-----------------
Copies to:
MAUREEN BRUNDAGE, ESQ.
WHITE & CASE LLP
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
-----------------
CALCULATION OF REGISTRATION FEE
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================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $1.60 PAR VALUE.. 4,125,000 $19.85 $81,855,467 $24,155
================================================================================================================
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and 457(c) under the Securities Act of 1933,
based upon the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange, Inc. on September 23, 1998.
===============================================================================
<PAGE> 2
Pursuant to the Securities Act of 1933, as amended, the
contents of the Registrant's Registration Statement on Form S-8 (No. 333-04161)
are incorporated herein by reference.
ITEM 8. EXHIBITS.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
- ------- ------------------------
<S> <C>
5 Opinion of White & Case LLP, counsel to the Registrant, dated September 22, 1998 with
respect to the legality of the Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of White & Case LLP (included in Exhibit 5 to the Registration Statement).
24 Power of Attorney of certain officers and directors.
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<PAGE> 3
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 22ND DAY OF
SEPTEMBER, 1998.
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 in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
*
- -------------------------------------
Ronald C. Cambre Chairman, President and Chief September 16, 1998
Executive Officer and Director
(Principal Executive Officer)
*
- -------------------------------------
James T. Curry, Jr. Director September 16, 1998
*
- -------------------------------------
Joseph P. Flannery Director September 16, 1998
*
- -------------------------------------
Leo I. Higdon, Jr. Director September 16, 1998
*
- -------------------------------------
Thomas A. Holmes Director September 16, 1998
*
- -------------------------------------
Robin A. Plumbridge Director September 16, 1998
*
- -------------------------------------
Michael K. Reilly Director September 16, 1998
*
- -------------------------------------
Jean Head Sisco Director September 16, 1998
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<PAGE> 4
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<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
*
- -------------------------------------
William I.M. Turner, Jr. Director September 16, 1998
*
- -------------------------------------
Wayne W. Murdy Executive Vice President and Chief September 16, 1998
Financial Officer (Principal
Financial Officer)
*
- -------------------------------------
Linda K. Wheeler Controller September 16, 1998
(Principal Accounting Officer)
*By /s/ Timothy J. Schmitt
----------------------------------
Timothy J. Schmitt as
Attorney-in-fact
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<PAGE> 5
EXHIBIT INDEX
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<CAPTION>
Exhibit No.
- -----------
<S> <C>
5 Opinion of White & Case LLP, counsel to the Registrant, dated September 22, 1998 with respect
to the legality of the Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of White & Case LLP (included in Exhibit 5 to the Registration Statement).
24 Power of Attorney of certain officers and directors.
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<PAGE> 1
Exhibit 5
[White & Case LLP Letterhead]
September 28, 1998
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
Attn:
Re: Newmont Mining Corporation
4,125,000 Shares of Common Stock
- ---------------------------------------------
Dear Sirs:
We are familiar with the proceedings taken and proposed to be taken by
Newmont Mining Corporation, a Delaware corporation (the "Company"), in
connection with the registration pursuant to the Registration Statement on Form
S-8 (the "Registration Statement") filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of 4,125,000
shares of its Common Stock, $1.60 par value (the "Common Stock"), issuable
pursuant to the Company's 1996 Employees Stock Plan (the "Plan").
We have examined such documents, certificates, records, authorizations
and proceedings and have made such investigations as we have deemed necessary or
appropriate in order to give the opinion expressed herein.
Based on the foregoing, it is our opinion that the 4,125,000 shares of
Common Stock referred to above have been duly authorized by the Company and,
when issued and, in the case of shares to be issued upon exercise of stock
options granted under the Plan, the option price therefor paid as described in
the Plan, will be validly issued, fully paid and nonassessable shares of Common
Stock of the Company.
<PAGE> 2
Newmont Mining Corporation
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement.
Very truly yours,
/s/ White & Case
<PAGE> 1
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 27, 1998
incorporated by reference in Newmont Mining Corporation's Form 10-K for the year
ended December 31, 1997 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado,
September 28, 1998.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Newmont Mining Corporation of our report dated February
1, 1997, except for the fifth paragraph of Note 1, which is as of March 10,
1997, pertaining to the consolidated financial statements of Santa Fe Pacific
Gold Corporation and Subsidiaries which appears on page 21 of Newmont Mining
Corporation's Annual Report on Form 10-K for the year ended December 31, 1997.
It should be noted, however, that such financial statements are not included in
such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Phoenix, Arizona
September 29, 1998
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Joy E. Hansen and Timothy J.
Schmitt his true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, in his name and on his behalf, to do any and all
acts and things and to execute any and all instruments which said
attorney-in-fact and agent may deem necessary or advisable to enable Newmont
Mining Corporation (the "Corporation") to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Act of up to, and including, 4,125,000 shares of Common
Stock of the Corporation to be issued from time to time pursuant to the
Corporation's 1996 Employees Stock Plan, including power and authority to sign
his name in any and all capacities (including his capacity as a Director and/or
Officer of the Corporation) to a Registration Statement on Form S-8 or such
other form as may be appropriate, and to any and all amendments, including
post-effective amendments, to such Registration Statement, and to any and all
instruments or documents filed as part of or in connection with such
Registration Statement or any amendments thereto; and the undersigned hereby
ratifies and confirms all that said attorney-in-fact and agent shall lawfully do
or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents as
of the 16th day of September, 1998.
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<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Ronald C. Cambre Chairman, President and Chief
- ------------------------------- Executive Officer and Director
Ronald C. Cambre (Principal Executive Officer)
/s/ James T. Curry, Jr. Director
- -------------------------------
James T. Curry, Jr.
/s/ Joseph P. Flannery Director
- -------------------------------
Joseph P. Flannery
/s/ Leo I. Higdon, Jr. Director
- -------------------------------
Leo I. Higdon, Jr.
/s/ Thomas A. Holmes Director
- -------------------------------
Thomas A. Holmes
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<PAGE> 2
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<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Robin A. Plumbridge Director
- --------------------------------
Robin A. Plumbridge
/s/ Michael K. Reilly Director
- --------------------------------
Michael K. Reilly
/s/ Jean Head Sisco Director
- --------------------------------
Jean Head Sisco
/s/ William I.M. Turner, Jr. Director
- --------------------------------
William I.M. Turner, Jr.
/s/ Wayne W. Murdy Executive Vice President and Chief
- -------------------------------- Financial Officer (Principal Financial
Wayne W. Murdy Officer)
/s/ Linda K. Wheeler Controller
- -------------------------------- (Principal Accounting Officer)
Linda K. Wheeler
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