As filed with the Securities and Exchange Commission on December 17, 1998
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NEWMONT MINING CORPORATION
(Exact name of Registrant as specified in its charter)
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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)
Newmont Retirement Savings Plan (Non-Union)
Newmont Retirement Savings Plan for Hourly-Rated Employees
(Full Title of Plan)
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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)
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Copies to:
Maureen Brundage, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================== ----------------- -------------------- ------------------- --------------------
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate offering Amount of
securities to be registered registered per share (1) price (1) registration fee
- ------------------------------------ ----------------- -------------------- ------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, $1.60 par value...... 2,000,000 $18.50 $37,000,000 $10,286
- ------------------------------------ ----------------- -------------------- ------------------- --------------------
==================================== ================= ==================== =================== ====================
Interests in the Plan (2) (2) (2) (2)
==================================== ================= ==================== =================== ====================
</TABLE>
(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 December 14, 1998.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
===============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Newmont Mining Corporation (the "Corporation") hereby
incorporates by reference in this Prospectus the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1997, Quarterly Report on Form 10-Q
for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998 and
the description of the Corporation's Common Stock contained in the Corporation's
registration statement for such 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 Corporation, the Newmont Retirement Savings Plan (Non-Union) or the
Newmont Retirement Savings Plan for Hourly-Rated Employees 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 deregister 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. Interests 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 Corporation to indemnify the directors, officers, employees and
agents of the Corporation 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 his or her relationship with the Corporation,
provided that such persons acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
Corporation 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 Corporation provide that each person who at
any time is or shall have been a director or officer of the Corporation, 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 Corporation, and his heirs, executors and administrators, shall be
indemnified by the Corporation 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 Corporation 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 bring suit as if the
indemnification provisions of the By-Laws were set forth in a separate written
contract between the Corporation 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 Corporation's Annual Report on
Form 10-K for the year ended December 31, 1987.
4.2 Amendment to the Restated Certificate of Incorporation dated May 5, 1997.
Incorporated by reference to Exhibit 4.2 to the Corporation's Registration
Statement on Form S-3 (Registration No. 333-59141).
4.3 By-Laws, as amended, through November 1, 1993 and adopted November 1, 1993.
Incorporated by reference to Exhibit 3(b) to Corporation's Annual Report on
Form 10-K for the year ended December 31, 1993.
5 Opinion of White & Case LLP, counsel to the Corporation, 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.
Item 9. Undertakings.
The undersigned Registrants hereby undertake:
(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;
(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.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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 registration 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 Corporation's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and each filing of either of the
Plans' annual reports pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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 Corporation pursuant to the provisions described in Item 6, or otherwise,
the Corporation 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 Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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 Corporation 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 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 17th day of
December, 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,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
*
- ------------------------
Ronald C. Cambre Chairman, President and Chief December 17, 1998
Executive Officer and Director
(Principal Executive Officer)
*
- ------------------------
James T. Curry, Jr. Director December 17, 1998
*
- ------------------------
Joseph P. Flannery Director December 17, 1998
*
- ------------------------
Leo I. Higdon, Jr. Director December 17, 1998
*
- ------------------------
Thomas A. Holmes Director December 17, 1998
*
- ------------------------
George B. Munroe Director December 17, 1998
*
- ------------------------
Robin A. Plumbridge Director December 17, 1998
*
- ------------------------
Moeen A. Qureshi Director December 17, 1998
*
- ------------------------
Michael K. Reilly Director December 17, 1998
*
- ------------------------
Jean Head Sisco Director December 17, 1998
*
- ------------------------
William I.M. Turner, Jr. Director December 17, 1998
*
- ------------------------
Wayne W. Murdy Executive Vice President and Chief December 17, 1998
Financial Officer (Principal
Financial Officer)
*
- ------------------------
Linda K. Wheeler Vice President and Controller December 17, 1998
(Principal Accounting Officer)
*By /s/ Timothy J. Schmitt
----------------------
Timothy J. Schmitt as
Attorney-in-fact
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, each of the Newmont Retirement Savings Plan (Non-Union) and the Newmont
Retirement Savings Plan for Hourly-Rated Employees have 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 17th day of
December, 1998.
NEWMONT RETIREMENT SAVINGS
PLAN (NON-UNION)
By /s/ Dawn M. Putaturo
-------------------------------
Name: Dawn M. Putaturo
Title: Member, Administration Committee
NEWMONT RETIREMENT SAVINGS
PLAN FOR HOURLY-RATED EMPLOYEES
By /s/ Dawn M. Putaturo
-------------------------------
Name: Dawn M. Putaturo
Title: Member, Administration Committee
<PAGE>
EXHIBIT INDEX
Exhibit No.
4.1 Restated Certificate of Incorporation dated as of July 13, 1987.
Incorporated by reference to Exhibit 3 to Corporation's Annual Report on
Form 10-K for the year ended December 31, 1987.
4.2 Amendment to the Restated Certificate of Incorporation dated May 5, 1997.
Incorporated by reference to Exhibit 4.2 to the Corporation's Registration
Statement on Form S-3 (Registration No. 333-59141).
4.3 By-Laws, as amended, through November 1, 1993 and adopted November 1, 1993.
Incorporated by reference to Exhibit 3(b) to Corporation's Annual Report on
Form 10-K for the year ended December 31, 1993.
5 Opinion of White & Case LLP, counsel to the Corporation, 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.
WHITE & CASE LLP
December 17, 1998
BY HAND
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
Attn:
Re: Newmont Mining Corporation
2,000,000
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 (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), of 2,000,000 shares of its common stock, $1.60
par value (the "Common Stock"), issuable pursuant to the Newmont Retirement
Savings Plan (Non-Union) and the Newmont Retirement Savings Plan for Hourly-
Rated Employees (collectively, the "Plans").
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 issuance of the
2,000,000 shares of Common Stock referred to above have been duly authorized by
the Company and, to the extent that shares of Common Stock are either (1) issued
by the Company to the Plans as part of the Company's contribution under the Plan
or (2) sold by the Company to the Plans as contemplated thereby, the shares of
Common Stock when issued and when the purchase price thereof, if any, is paid
for in accordance with the terms of the Plans, will be validly issued, fully
paid and nonassessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement. In giving this consent, we do not
hereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act and the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ White & Case LLP
MSB:JMC
Exhibit 23.1
REPORT 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
- -----------------------
ARTHUR ANDERSEN LLP
Denver, Colorado,
December 17, 1998.
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 Nove 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 Ann8al 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
December 17, 1998
<PAGE>
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, 2,000,000 shares of Common Stock of the
Corporation to be issued from time to time pursuant to the Newmont Gold Company
Retirement Savings Plan (Non-Union) and the Newmont Gold Company Savings Plan
for Hourly-Rated Employees, 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 17th day of November, 1998.
Signature Title
/s/ Ronald C. Cambre Chairman, President and Chief
- ----------------------- Executive Officer and Director
Ronald C. Cambre (Principal Executive Officer)
/s/ James T. Curry 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
/s/ George B. Munroe Director
- -----------------------
George B. Munroe
/s/ Robin A. Plumbridge Director
- -----------------------
Robin A. Plumbridge
/s/ Moeen A. Qureshi Director
- -----------------------
Moeen A. Qureshi
/s/ Michael K. Reilly Director
- -----------------------
Michael K. Reilly
/s/ Jean Head Sisco Director
- -----------------------
Jean Head Sisco
/s/ William I.M. Turner Director
- -----------------------
William I.M. Turner, Jr.
/s/ Wayne M. Murdy Executive Vice President and
- ----------------------- Chief Financial Officer
Wayne W. Murdy (Principal Financial Officer)
/s/ Linda K. Wheeler Controller
(Principal Financial Officer) (Principal Accounting Officer)
Linda K. Wheeler
