<PAGE>
As filed with the Securities and Exchange Commission on April 9, 1999
Registration No.
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES EXCHANGE ACT OF 1933
_______________________________
NEWMONT MINING CORPORATION
(Exact name of Registrant as specified in its charter)
--------------------------------
<TABLE>
<CAPTION>
<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.)
</TABLE>
NEWMONT MINING CORPORATION
1999 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
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
_______________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered share(1) price(1) registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.60 par value............. 6,000,000 $17.125 $102,750,000 $28,565
===================================================================================================================================
(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 April 7, 1999.
===================================================================================================================================
</TABLE>
<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, 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 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 identify 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 relationship with the Corporation, 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 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
Laws 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.
<PAGE>
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 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, counsel to the Corporation, dated April 8,
1999 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 (included in Exhibit 5 to the Registration
Statement).
24. Power of Attorney of certain officers and directors.
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;
(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
registration statement;
II-2
<PAGE>
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 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 of 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.
II-3
<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 9th day of April,
1999.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman, President and |
- --------------------------- Chief Executive Officer and Director |
Ronald C. Cambre (Principal Executive Officer) |
|
|
|
* Director |
- --------------------------- |
James T. Curry, Jr. |
|
|
* Director |
- --------------------------- |
Joseph P. Flannery |
|
|
* Director |
- --------------------------- |
Leo I. Higdon, Jr. |
| April 9, 1999
|
* Director |
- --------------------------- |
Thomas A. Holmes |
|
|
* Director |
- --------------------------- |
Robert J. Miller |
|
|
* Director |
- --------------------------- |
George B. Munroe |
|
|
* Director |
- --------------------------- |
Robin A. Plumbridge |
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
* Director |
- --------------------------- |
Robert H. Quenon |
|
|
* Director |
- --------------------------- |
Michael K. Reilly |
|
|
* Director |
- --------------------------- |
Jean Head Sisco |
|
| April 9, 1999
* Director |
- --------------------------- |
James V. Taranik |
|
|
* Director |
- --------------------------- |
William I. M. Turner, Jr. |
|
|
* Executive Vice President |
- --------------------------- and Chief Financial Officer |
Wayne W. Murdy (Principal Financial Officer) |
|
|
* Vice President and Controller |
- --------------------------- (Principal Accounting Officer) |
Linda K. Wheeler |
|
|
*By /s/ Timothy J. Schmitt |
-----------------------------------------
Timothy J. Schmitt
Attorney-in-fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- --------
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 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, counsel to the Corporation, dated April 8, 1999
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 (included in Exhibit 5 to the Registration
Statement).
24. Power of Attorney of certain officers and directors.
<PAGE>
Exhibit 5
[White & Case Letterhead]
April 8, 1999
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
Re: Newmont Mining Corporation 6,000,000
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 6,000,000 shares of its common stock, $1.60
par value (the "Common Stock"), issuable pursuant to the Company's 1999
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 (i) the issuance of the
6,000,000 shares of Common Stock referred to above has been duly authorized by
the Company and (ii) the shares of Common Stock, when issued and, in the case of
shares to be issued upon exercise of stock options granted under the Plan, the
option price thereof has been paid as described in the Plan, will be validly
issued, fully paid and nonassessable.
<PAGE>
[WHITE & CASE LOGO APPEARS HERE]
Newmont Mining Corporation
Page 2
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
<PAGE>
Exhibit 23.1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
included in or made a part of this registration statement.
ARTHUR ANDERSEN LLP
Denver, Colorado,
April 8, 1999.
<PAGE>
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 in Newmont Mining Corporation's
Annual Report on Form 10-K for the year ended December 31, 1998. It should be
noted, however, that such financial statements are not included in such Annual
Report on Form 10-K.
PricewaterhouseCoopers LLP
Phoenix, Arizona
April 8, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Timothy J. Schmitt his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
revocation, in his or her name and on his or her 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 6,000,000 shares of Common Stock of the
Corporation including power and authority to sign his or her name in any and all
capacities (including his or her 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 hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents as
of the 17th day of March, 1999.
Signature Title
- --------- -----
/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
<PAGE>
/s/ Robert J. Miller Director
- ------------------------------
Robert J. Miller
/s/ George B. Munroe Director
- ------------------------------
George B. Munroe
/s/ Robin A. Plumbridge Director
- ------------------------------
Robin A. Plumbridge
/s/ Robert H. Quenon Director
- ------------------------------
Robert H. Quenon
/s/ Michael K. Reilly Director
- ------------------------------
Michael K. Reilly
/s/ Jean Head Sisco Director
- ------------------------------
Jean Head Sisco
/s/ James V. Taranik Director
- ------------------------------
James V. Taranik
/s/ Willliam I. M. Turner, Jr. Director
- ------------------------------
William I. M. Turner, Jr.
/s/ Wayne W. Murdy Executive Vice President
- ------------------------------ and Chief Financial Officer
Wayne W. Murdy (Principal Financial Officer)
/s/ Linda K. Wheeler Vice President and Controller
- ------------------------------ (Principal Accounting Officer)
Linda K. Wheeler
