SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEWMONT MINING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2526632
(State of incorporation) (IRS Employer Identification No.)
1700 Lincoln Street
Denver, Colorado 80203
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the A.(d), please check the
following box. [X] following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Securities to be Registered.
On August 31, 2000, the Board of Directors of our Company,
Newmont Mining Corporation, a Delaware corporation, declared a dividend of
one preferred share purchase right (a "Right") for each outstanding share of
common stock, par value $1.60 per share. The dividend is payable on
September 11, 2000 to the stockholders of record on September 11, 2000.
These rights will replace our existing preferred share purchase rights that
will expire on September 11, 2000.
Our Board has adopted this Rights Agreement to protect
stockholders from coercive or otherwise unfair takeover tactics. In general
terms, it works by imposing a significant penalty upon any person or group
which acquires 15% or more of our outstanding common stock without the
approval of our Board. The Rights Agreement should not interfere with any
merger or other business combination approved by our Board.
For those interested in the specific terms of the Rights
Agreement as made between our Company and ChaseMellon Shareholder Services
LLC, as the Rights Agent, on August 31, 2000, we provide the following
summary description. Please note, however, that this description is only a
summary, and is not complete, and should be read together with the entire
Rights Agreement, which is incorporated herein by reference and has been
filed as an exhibit to this Form 8-A.
THE RIGHTS. Our Board authorized the issuance of a Right with respect to
each outstanding share of common stock on September 11, 2000. The Rights
will initially trade with, and will be inseparable from, the common stock.
The Rights are evidenced only by certificates that represent shares of common
stock. New Rights will accompany any new shares of common stock we issue
after September 11, 2000 until the Distribution Date described below.
EXERCISE PRICE. Each Right will allow its holder to purchase from our
Company one one-thousandth of a share of Series A Junior Participating
Preferred Stock ("Preferred Share") for $100, once the Rights become
exercisable. This portion of a Preferred Share will give the stockholder
approximately the same dividend, voting, and liquidation rights as would one
share of common stock. Prior to exercise, the Right does not give its holder
any dividend, voting, or liquidation rights.
EXERCISABILITY. The Rights will not be exercisable until
o 10 days after the public announcement that a person or group has become
an "Acquiring Person" by obtaining beneficial ownership of 15% or more of
our outstanding common stock, or, if earlier,
o 10 business days (or a later date determined by our Board before any
person or group becomes an Acquiring Person) after a person or group
begins a tender or exchange offer which, if completed, would result in
that person or group becoming an Acquiring Person.
We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will
also evidence the Rights, and any transfer of shares of common stock will
constitute a transfer of Rights. After that date, the
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Rights will separate from the common stock and be evidenced by book-entry
credits or by Rights certificates that we will mail to all eligible holders of
common stock. Any Rights held by an Acquiring Person are void and may not be
exercised.
Our Board may reduce the threshold at which a person or group
becomes an Acquiring Person from 15% to not less than 10% of the outstanding
common stock.
CONSEQUENCES OF A PERSON OR GROUP BECOMING AN ACQUIRING PERSON.
o FLIP IN. If a person or group becomes an Acquiring Person, all holders
of Rights except the Acquiring Person may, for $100, purchase shares of
our common stock with a market value of $200, based on the market price of
the common stock prior to such acquisition.
o FLIP OVER. If our Company is later acquired in a merger or similar
transaction after the Rights Distribution Date, all holders of Rights
except the Acquiring Person may, for $100, purchase shares of the
acquiring corporation with a market value of $200 based on the market
price of the acquiring corporation's stock, prior to such merger.
PREFERRED SHARE PROVISIONS.
Each one one-thousandth of a Preferred Share, if issued:
o will not be redeemable.
o will entitle holders to quarterly dividend payments of $0.001 per
share, or an amount equal to the dividend paid on one share of common
stock, whichever is greater.
o will entitle holders upon liquidation either to receive $1 per share or
an amount equal to the payment made on one share of common stock,
whichever is greater.
o will have the same voting power as one share of common stock.
o if shares of our common stock are exchanged via merger, consolidation,
or a similar transaction, will entitle holders to a per share payment
equal to the payment made on one share of common stock.
The value of one one-thousandth interest in a Preferred Share should
approximate the value of one share of common stock.
EXPIRATION. The Rights will expire on September 11, 2010.
REDEMPTION. Our Board may redeem the Rights for $0.001 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems
any Rights, it must redeem all of the Rights. Once the Rights are redeemed,
the only right of the holders of Rights will be to receive the redemption
price of $0.001 per Right. The redemption price will be adjusted if we have
a stock split or stock dividends of our common stock.
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EXCHANGE. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board
may extinguish the Rights by exchanging one share of common stock or an
equivalent security for each Right, other than Rights held by the Acquiring
Person.
ANTI-DILUTION PROVISIONS. Our Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend,
a stock split, a reclassification of the Preferred Shares or common stock.
No adjustments to the Exercise Price of less than 1% will be made.
AMENDMENTS. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. However, our Board may not
amend the Rights Agreement to lower the threshold at which a person or group
becomes an Acquiring Person to below 10% of our outstanding common stock. In
addition, the Board may not cause a person or group to become an Acquiring
Person by lowering this threshold below the percentage interest that such
person or group already owns. After a person or group becomes an Acquiring
Person, our Board may not amend the agreement in a way that adversely affects
holders of the Rights.
3
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ITEM 2. EXHIBITS.
4.1 Rights Agreement, dated as of August 31, 2000, between Newmont
Mining Corporation and ChaseMellon Shareholder Services LLC, as
Rights Agent, which includes the form of Certificate of
Designations of Series A Junior Participating Preferred Stock of
the Company as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase Preferred Shares
as Exhibit C .
4
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
NEWMONT MINING CORPORATION
Dated: September 6, 2000 By: /s/ Timothy J. Schmitt
--------------------------
Name: Timothy J. Schmitt
Title: Vice President and
Secretary
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EXHIBIT INDEX
Exhibit Description
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4.1 Rights Agreement, dated as of August 31, 2000, between Newmont
Mining Corporation and ChaseMellon Shareholder Services LLC, as
Rights Agent, which includes the form of Certificate of
Designations of Series A Junior Participating Preferred Stock of
the Company as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase Preferred Shares
as Exhibit C.
