<PAGE>
As filed with the Securities and Exchange Commission on January 11, 2001
Registration No. 333-50516
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
--------------------------
NEWMONT MINING CORPORATION
(Exact name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
1700 Lincoln Street
Delaware 13-2526632 Denver, Colorado 80203
(State or Other Jurisdiction of (I.R.S. Employer (Address of Principal Executive
Incorporation or Organization) Identification No.) Offices)
</TABLE>
Battle Mountain Gold Company 1994 Long-Term Incentive Plan (Amended and
Restated)
Battle Mountain Gold Company Nonqualified Stock Option Plan for Outside
Directors
Options Granted Pursuant to the Combination Agreement between Battle Mountain
Gold Company and Hemlo Gold Mines, Inc.
(Hemlo Gold Mines Inc. Stock Option Plan)
Battle Mountain Gold Company 1988 Deferred Income Stock Option Plan
Battle Mountain Gold Company 1985 Stock Option Plan
Battle Mountain Canada Ltd. 1997 Long-Term Incentive Plan
(Full titles of the plans)
------------------------
Timothy J. Schmitt, Esq.
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
(Name and Address of Agent for Service)
(303) 863-7414
(Telephone number, including area code, of agent for service)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share Offering Price Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.60 par value 850,000 shares N/A N/A (2)
per shares (and associated
Preferred Stock Purchase Rights)
===============================================================================================================================
</TABLE>
* Filed as a Post-Effective Amendment on Form S-8 to such Registration
Statement pursuant to the procedure described herein. See "Introductory
Statement."
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall be deemed to cover an
indeterminable number of additional shares that may become issuable
pursuant to the anti-dilution provisions of the plans (the "Plans") listed
above. In addition, $1,442,000 in shares is issuable in connection with
certain performance units under the 1994 Long Term Incentive Plan and was
estimated based on the closing price of Newmont common stock on
January 10, 2001.
(2) Not applicable. All filing fees payable in connection with the
registration of these securities were paid in connection with the filing
with the Securities and Exchange Commission (the "Commission") of (a) the
preliminary proxy materials on Schedule 14A of Battle Mountain Gold Company
("Battle Mountain") on July 21, 2000 and (b) the Registration Statement on
Form S-4 of Newmont Mining Corporation ("Newmont") (File No. 333-50516) on
November 22, 2000, as amended by the post-effective amendment
dated December 4, 2000 (the "Form S-4").
<PAGE>
INTRODUCTORY STATEMENT
Newmont hereby amends the Form S-4 by filing this Post Effective
Amendment No. 2 on Form S-8 relating to approximately 850,000 shares of common
stock, par value $1.60 per share, of Newmont ("Newmont Common Stock"), issuable
by Newmont in connection with the Plan or upon the exercise of options granted
under the Plans which became options to purchase Newmont Common Stock as
described below. All such shares of Newmont Common Stock were originally
registered pursuant to the Form S-4. No additional options will be issued
pursuant to such Plans.
On January 10, 2001, Bounty Merger Corp., a Nevada corporation and a
wholly owned subsidiary of Newmont ("Merger Sub"), was merged (the "Merger")
with and into Battle Mountain pursuant to the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of June 21, 2000, among Newmont, Merger Sub and
Battle Mountain, and on January 10, 2001, Articles of Arrangement were filed in
accordance with the Ontario Business Corporation Act (the "Arrangement")
pursuant to the Arrangement Agreement, dated as of June 21, 2000 (the
"Arrangement Agreement"), among Newmont, Merger Sub, Battle Mountain and Battle
Mountain Canada Ltd., an Ontario corporation ("Battle Mountain Canada").
Pursuant to the Merger Agreement and the Arrangement Agreement, when the Merger
was consummated (the "Effective Time"), among other things, each share of common
stock of Battle Mountain and each exchangeable share of Battle Mountain Canada
issued and outstanding immediately prior to the Effective Time was converted
into the right to receive 0.105 shares (the "Exchange Ratio") of Newmont Common
Stock.
Pursuant to the Merger Agreement and the Arrangement Agreement and the
consummation of the Merger and Arrangement, the outstanding stock options
granted under the Plans (the "Options") are no longer exercisable for the common
stock of Battle Mountain or the exchangeable shares of Battle Mountain Canada,
as applicable, but, instead, are exercisable for Newmont Common Stock for a
number of shares and at an exercise price adjusted to reflect the Exchange
Ratio, as set forth in the Merger Agreement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Newmont with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) Newmont's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1999 (as amended November 22, 2000);
(b) Newmont's Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000, June 30, 2000, and September 30, 2000;
(c) Newmont's Current Reports on Form 8-K dated May 16, 2000, June 30,
2000, September 6, 2000 and December 5, 2000;
(d) The description of Newmont Common Stock contained in Newmont's
Registration Statement for its Common Stock filed under the Exchange
Act including any amendment or report filed for the purpose of
updating such description; and
(e) The description of preferred stock purchase rights contained in
Newmont's Registration Statement on Form 8-A dated September 6, 2000,
including any amendment or report filed to update such description.
All documents subsequently filed by Newmont pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents. Any statement contained in a document 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 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.
Previously filed. (See Item 20 of the S-4).
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of White & Case LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of White & Case LLP regarding its opinion on authorization
of shares (included in Exhibit 5.1).
24.1 Powers of Attorney (previously filed as Exhibit 24.1 to the S-4).
Item 9. Undertakings.
A. 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; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission 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.
B. The undersigned Registrant hereby undertakes 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 Section 15(d) of the
Exchange Act that is incorporated by reference in the 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is
<PAGE>
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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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 11th day of
January, 2001.
NEWMONT MINING CORPORATION
By: /s/ Timothy J. Schmitt
-------------------------------------
Name: Timothy J. Schmitt
Title: Vice President and Secretary
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 date indicated.
* Chairman and Chief Executive Officer
-------------------------------- (Principal Executive Officer)
Wayne W. Murdy
* Senior Vice President and Chief
-------------------------------- Financial Officer
Bruce D. Hansen (Principal Financial Officer)
* Vice President and Controller
-------------------------------- (Principal Accounting Officer)
Linda K. Wheeler
VINCENT A. CALCARCO ) ROBIN A. PLUMBRIDGE )
RONALD C. CAMBRE ) ROBERT H. QUENON )
JAMES T. CURRY, JR. ) A. QURESHI ) Board of
JOSEPH P. FLANNERY ) MICHAEL K. REILLY ) Directors*
LEO I. HIGDON, JR. ) JAMES V. TARANIK )
ROBERT J. MILLER ) WILLIAM I. M. TURNER, JR. )
WAYNE W. MURDY )
-----------------
* Timothy J. Schmitt, by signing his name hereto, does hereby sign this document
on behalf of each of the directors named above pursuant to powers of attorney
duly executed by such persons.
/s/ Timothy J. Schmitt
-----------------------------
Timothy J. Schmitt
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
5.1 Opinion of White & Case LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of White & Case LLP regarding its opinion on
authorization of shares (included in Exhibit 5.1).
24.1 Powers of Attorney (previously filed as Exhibit 24.1 to the
S-4).
