<PAGE>
As filed with the Securities and Exchange Commission on December 6, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEWMONT MINING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1041 13-2526632
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
1700 LINCOLN STREET TIMOTHY J. SCHMITT, ESQ.
DENVER, COLORADO 80203 NEWMONT MINING CORPORATION
(303) 863-7414 1700 LINCOLN STREET, DENVER, COLORADO
(ADDRESS AND TELEPHONE NUMBER OF 80203
REGISTRANT'S PRINCIPAL EXECUTIVE (303) 863-7414
OFFICES) (NAME, ADDRESS AND TELEPHONE NUMBER
OF AGENT FOR SERVICE)
COPIES TO:
DAVID A. KATZ, ESQ. GREG V. ETTER, ESQ. ROBERT B. SCHUMER, ESQ.
WACHTELL, LIPTON, ROSEN VICE PRESIDENT AND PAUL, WEISS, RIFKIND,
& KATZ GENERAL COUNSEL WHARTON & GARRISON
51 WEST 52ND STREET BATTLE MOUNTAIN GOLD 1285 AVENUE OF THE
NEW YORK, NEW YORK COMPANY AMERICAS
10019 333 CLAY STREET, STE. NEW YORK, NEW YORK
(212) 403-1000 4200 10019
HOUSTON, TEXAS 77002 (212) 373-3000
(713) 650-6400
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Approximate Date of Commencement of Proposed Sale of the Securities to the
Public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [X] 333-50516
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to Offering Price Aggregate Registration
Securities to be Registered be Registered Per Share Offering Price Fee(3)
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<S> <C> <C> <C> <C>
Common Stock, par value $1.60 per
share (and associated Preferred Stock
Purchase Rights).................... (1) (2) $1,476,000 $389.67
</TABLE>
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(footnotes continued on following page)
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(1) Newmont is registering up to an additional 2,100 shares of common stock
(the "Newmont common stock") of Newmont Mining Corporation ("Newmont") to
be issued pursuant to the Agreement and Plan of Merger, dated June 21,
2000, by and among Newmont, Bounty Merger Corp. and Battle Mountain Gold
Company ("Battle Mountain"), and the related Arrangement Agreement, dated
June 21, 2000, by and among Newmont, Bounty Merger Corp., Battle Mountain
and Battle Mountain Canada Ltd. ("Battle Mountain Canada"), based upon a
maximum additional 20,000 shares of common stock (the "Battle Mountain
common stock") of Battle Mountain that may be issued prior to consummation
of the merger, exchanged at an exchange ratio of 0.105. In addition,
Newmont is registering an indeterminate number of shares of Newmont common
stock to be issued to the holders of performance units granted under Battle
Mountain's 1994 Long Term Incentive Plan upon consummation of the merger
with a market value of up to $1,442,000 based on the previous day's closing
price of Newmont common stock on the New York Stock Exchange.
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(continued from previous page)
(2) Determined as the sum of the maximum offering price of $1,442,000 for the
Newmont common stock to be issued in connection with the Battle Mountain
performance units and a maximum offering price of $34,000 for the other
additional shares of Newmont common stock calculated in accordance with
Rule 457(f)(1) under the Securities Act based upon a market value of $1.70
per share of Battle Mountain common stock, the average of the high and low
sale prices per share of Battle Mountain common stock on the New York Stock
Exchange Composite Tape on December 4, 2000.
(3) A fee of $106,488.60 was previously paid pursuant to Rule 14a-6(j)
promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the filing of the preliminary proxy statement/prospectus on
July 21, 2000. Pursuant to Rule 457(b) under the Securities Act of 1933, as
amended, $101,948 was credited against such prior fee payment in connection
with the filing of the Registration Statement of Form S-4 on November 22,
2000. Pursuant to Rule 457(b) under the Securities Act of 1933, as amended,
the remaining previous fee payment is being credited against the
registration fee and, accordingly, no additional fee being paid in
connection with the filing of this registration statement.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until this Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
EXPLANATORY NOTE
Pursuant to its Registration Statement on Form S-4 (File No. 33-50516),
filed on November 22, 2000 and declared effective as of November 22, 2000,
Newmont registered 26,541,685 shares of its common stock and associated
preferred stock purchase rights for issuance in connection with its acquisition
of Battle Mountain Gold Company. Newmont is filing this Registration Statement
on Form S-4 to register additional shares of its common stock and associated
preferred stock purchase rights also for issuance in connection with the Battle
Mountain Gold acquisition.
STATEMENT OF INCORPORATION BY REFERENCE
In accordance with General Instruction K to Form S-4 and because this
Registration Statement registers additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, the contents of
the Registration Statement on Form S-4 (File No. 33-50516), as amended by
Amendment No. 1 to such Registration Statement, filed by Newmont with respect
to the same classes of securities being registered hereby, are incorporated by
reference into this Registration Statement.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 December 5, 2000.
Newmont Mining Corporation
*
By: _________________________________
Ronald C. Cambre
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on December 5, 2000 by the following
persons in the capacities indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
* Chairman and Chief
______________________________________ Executive Officer
Ronald C. Cambre (Principal Executive
Officer)
* Senior Vice President and
______________________________________ Chief Financial Officer
Bruce D. Hansen (Principal Financial
Officer)
* Vice President and
______________________________________ Controller
Linda K. Wheeler (Principal Accounting
Officer)
</TABLE>
VINCENT A. CALCARCO ROBIN A. PLUMBRIDGE
RONALD C. CAMBRE ROBERT H. QUENON
JAMES T. CURRY, JR. MOEEN A. QURESHI Board of
LEO I. HIGDON, JR. MICHAEL K. REILLY Directors*
ROBERT J. MILLER JAMES V. TARANIK
WAYNE W. MURDY WILLIAM I. M. TURNER,
JR.
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* Timothy J. Schmitt, by signing his name hereto, does hereby sign this
document on behalf of each of the directors and officers named above pursuant
to powers of attorney duly executed by such persons.
/s/ Timothy J. Schmitt
By: _________________________________
Timothy J. Schmitt
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
5.1 Opinion of White & Case LLP.
8.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding certain
United States federal income tax matters.*
23.1 Consent of Arthur Andersen LLP.
23.2(a) Consent of PricewaterhouseCoopers LLP (Battle Mountain Gold Company).
23.2(b) Consent of PricewaterhouseCoopers (Lihir Gold Limited).
23.3 Consent of White & Case LLP regarding its opinion on authorization of
shares (included in Exhibit 5.1).
24.1 Powers of Attorney.*
</TABLE>
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* Previously filed.
