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As filed with the Securities and Exchange Commission on June 9, 1995
Registration Statement No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HECLA MINING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 82-0126240
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6500 Mineral Drive
Coeur d'Alene, Idaho 83814-8788
(Address of principal executive offices) (Zip Code)
HECLA MINING COMPANY
1995 STOCK INCENTIVE PLAN
(Full title of the Plan)
------------------------
Michael B. White
Hecla Mining Company
Vice President - General Counsel & Secretary
6500 Mineral Drive
Coeur d'Alene, Idaho 83814-8788
(208) 769-4100
(Name, address and telephone number of agent for service)
Copy to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
Attention: David A. Katz, Esq.
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed Minimum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered(1) registered (2) per share (3) offering price (3) fee
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<S> <C> <C> <C> <C>
Common Stock,
$.25 par value 2,000,000 shares $10.50 $21,000,000 $7,241.38
</TABLE>
1. This Registration Statement also pertains to Hecla Mining Company's
Preferred Share Purchase Rights (the "Rights"). Until the occurrence of
certain prescribed events, the Rights are not exercisable, are evidenced by
the certificates for the Common Stock and will be transferred along with
and only with such securities. Thereafter, separate Rights certificates
will be issued representing one Right for each share of Common Stock held,
subject to adjustment pursuant to anti-dilution provisions.
2. Plus such indeterminate number of shares as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of 1933.
3. Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
the registration fee is based on the reported average of the high and low
prices for the Registrant's Common Stock on the New York Stock Exchange on
June 6, 1995.
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PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual
Information.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have heretofore been filed
by Hecla Mining Company (the "Company") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), are incorporated
by reference herein and shall be deemed to be a part hereof.
1. The Company's Annual Report on Form 10-K for the
year ended December 31, 1994.
2. The Company's Proxy Statement, dated March 27,
1995, for the Annual Meeting of Stockholders held
on May 5, 1995 (except for pages 5 through 14
thereof).
3. The description of Common Stock contained in the
Registration Statement on Form 8-B, dated May 6,
1983, filed under Section 12 of the Exchange Act,
including any amendment or report filed for the
purpose of updating such description.
4. The description of the Company's Preferred Share
Purchase Rights contained in the Registration
Statement on Form 8-A, dated May 19, 1986, filed
under Section 12 of the Exchange Act, as amended by
the description contained in the Current Report on
Form 8-K, dated November 9, 1990, including any
other amendment or report filed for the purpose of
updating such description.
5. The Company's Current Reports on Form 8-K dated
January 19, 1995, January 25, 1995, February 2,
1995, March 8, 1995, May 17, 1995, and June 5,
1995.
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1 This information is not required to be included in, and is
not incorporated by reference in, this Registration Statement.
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All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
part hereof from their respective dates of filing (such documents,
and the documents enumerated above, being hereinafter referred to
as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in each year
during which the offering made by this Registration Statement is in
effect prior to the filing with the Commission of the Company's
Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the
filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document 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 Incorporated Document
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.
Michael B. White, Vice President - General Counsel and
Secretary for the Company, who has rendered an opinion on the
legality of the securities being registered, owns Common Stock of
the Company and is eligible to receive stock options and stock
grants under the Company's 1995 Stock Incentive Plan.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant, being incorporated under the Delaware
General Corporation Law, is empowered by Section 145 of such Law,
subject to the procedures and limitations stated therein, to
indemnify any persons against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in the defense of any threatened,
pending or completed action, suit or proceeding in which such
person is made a party by reason of his being or having been a
director or officer of the registrant. The statute provides that
indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled
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under any by-law, agreement, vote of shareholders or disinterested
directors, or otherwise.
Article VII of the registrant's By-Laws states:
"SECTION 1. Limitation of Liability. A director of the
Corporation shall not be personally liable to the Corporation or
its shareholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its shareholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is
amended after approval by the shareholders of this article to
authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so
amended. This paragraph shall not eliminate or limit the liability
of a director for any act or omission which occurred prior to the
effective date of its adoption. Any repeal or modification of this
paragraph by the shareholders of the Corporation shall not
adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
SECTION 2. Indemnification and Insurance
(a) Right to Indemnification of Directors, Officers
and Employees. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative
or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a director, officer or employee of
the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit
plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director,
officer or employee or in any other capacity while serving as a
director, officer or employee, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to
provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a director,
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officer or employee and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in paragraph (b) hereof with
respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with
a proceeding (or part thereof) initiated by such indemnitee only if
such proceeding (or part thereof) was authorized by the board of
directors of the Corporation. The right to indemnification
conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided,
however, that, if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such indemnitee, including,
without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking
(hereinafter "undertaking"), by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be determined
by final judicial decision from which there is not further right to
appeal (hereinafter a "final adjudication") that such indemnitee is
not entitled to be indemnified for such expenses under this Section
or otherwise.
(b) Right of Indemnitee to Bring Suit. If a claim under
paragraph (a) of this Section is not paid in full by the
Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall
be twenty days, the indemnitee may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the
claim. If successful in whole or in part in any such suit, or in
a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit
brought by the indemnity to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the
indemnitee has not met the applicable standard of conduct set forth
in the Delaware General Corporation Law. Neither the failure of
the Corporation (including its board of directors, independent
legal counsel, or its shareholders) to have made a determination
prior to the commencement of such suit that indemnifications of the
indemnitee is proper in the circumstances because the indemnitee
has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by
the Corporation (including its board of directors, independent
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legal counsel, or its shareholders) that the indemnitee has not met
such applicable standard of conduct, shall create a presumption
that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a
defense to such suit. In any suit brought by the Indemnitee to
enforce a right to indemnification or to an advancement of expenses
hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or
to such advancement of expenses, under this Section or otherwise
shall be on the Corporation.
(c) Non-Exclusivity of Rights. The rights to indemnification
and to the advancement of expenses conferred in this Section shall
not be exclusive of any other right which any person may have or
hereafter acquire under any statute, this Certificate of
Incorporation, By-Law, agreement, vote of shareholders or
disinterested directors or otherwise. The Corporation is
authorized to enter into contracts of indemnification.
(d) Insurance. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law."
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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EXHIBIT NUMBER DESCRIPTION OF EXHIBITS
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4 Hecla Mining Company's 1995 Stock Incentive Plan
(incorporated by reference to Exhibit A to the
Proxy Statement for the Company's Annual Meeting
of Shareholders held May 5, 1995)
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (contained in Exhibit 5)
</TABLE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
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(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 of 1933 (the "1933
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;
(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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and 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 1934 Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the 1933 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 1933 Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the 1934 Act (and, where applicable,
each filing of any employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 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.
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(c) Insofar as indemnification for liabilities arising under the
1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 1933 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 a
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the 1933 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT. 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 Coeur d'Alene, State of Idaho, on
June 9, 1995.
HECLA MINING COMPANY
By /s/ ARTHUR BROWN
---------------------------------
Arthur Brown, Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following
persons in the capacities indicated on June 9, 1995.
/s/ ARTHUR BROWN /s/ LELAND O. ERDAHL
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Arthur Brown Leland O. Erdahl
Chairman of the Board and Director
Director
(principal executive officer)
/s/ JOHN P. STILWELL /s/ WILLIAM A. GRIFFITH
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John P. Stilwell William A. Griffith
Vice President - Finance Director
(principal financial officer)
/s/ JOSEPH T. HEATHERLY /s/ CHARLES L. McALPINE
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Joseph T. Heatherly Charles L. McAlpine
Vice President - Controller Director
(principal accounting officer)
/s/ JOHN E. CLUTE /s/ JORGE E. ORDONEZ C.
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John E. Clute Jorge E. Ordonez C.
Director Director
/s/ JOE COORS, JR.
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Joe Coors, Jr.
Director
<PAGE> 10
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
5 Opinion of Counsel
23.1 Consent of Independent Public
Accountants
<PAGE> 1
Exhibit 5
[HECLA LOGO]
6500 Mineral Drive
Coeur d'Alene, Idaho 83814-8788
(208) 769-4100
June 9, 1995
Hecla Mining Company
6500 Mineral Drive
Coeur d'Alene, Idaho 83814-8788
Attention: Board of Directors
------------------
Gentlemen:
I am Vice President and General Counsel of Hecla Mining
Company, a Delaware corporation (the "Company"). I have acted
as counsel to the Company in connection with the preparation
of the Registration Statement on Form S-8 of the Company, to
be filed with the Securities and Exchange Commission (the
"Commission") on June 9, 1995 (the "Registration Statement"),
relating to the registration under the Securities Act of 1933,
as amended, of 2,000,000 shares of the Company's Common Stock,
par value $.25 per share (the "Shares"), and associated
Preferred Share Purchase Rights (the "Rights"), to be issued
pursuant to such Registration Statement by the Company.
In this connection, in acting as counsel, I have
reviewed: (i) the Restated Certificate of Incorporation and
By-Laws of the Company as currently in effect; (ii) the
Registration Statement; (iii) the Rights Agreement dated May
9, 1986, as amended (the "Rights Agreement"), between the
Company and Manufacturers Hanover Trust Company, a national
banking association, as Rights Agent, as subsequently amended
effective November 29, 1990, and September 30, 1991; (iv)
certain resolutions adopted by the Board of Directors of the
Company; (v) the Company's 1995 Incentive Stock Plan approved
by the Company's shareholders at the Annual Meeting of
Shareholders held May 5, 1995 (the "Stock Plan"); and (vi)
such other documents, records and papers as I have deemed
necessary or appropriate in order to give the opinions set
forth herein. I am familiar with the proceedings heretofore
taken by the Company in connection with the authorization,
registration and issuance of the Shares. I have, with your
consent, relied as to factual matters on certificates or other
documents furnished by the Company or its officers and by
governmental authorities and upon such other documents and
data that I deemed appropriate. I have assumed the
authenticity of all documents submitted to me as originals and
the conformity to original documents of all documents
submitted to me as copies.
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Hecla Mining Company
June 9, 1995
Page 2
I am not a member of the Bar of any jurisdiction other
than the State of Idaho and, with your consent, I express no
opinion as to the law of any jurisdiction other than the laws
of the State of Idaho and the General Corporation Law of the
State of Delaware.
Based on such examination and review and subject to the
foregoing, I am of the following opinions:
1. The Shares, when issued in accordance with the
terms of the Stock Plan, will be legally issued, fully
paid and nonassessable.
2. The Rights issued together with the Shares,
assuming issuance of the Rights in accordance with the
terms of the Rights Agreement, will be validly issued and
binding obligations of the Company and entitled to the
benefits of the Rights Agreement.
I consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving such consent, I do not
hereby admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act of
1933, as amended.
Very truly yours
/s/ MICHAEL B. WHITE
--------------------------------
Michael B. White
Vice President - General Counsel
MBW:ldr
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form
S-8 (File No. 33 ) of our report dated February 3, 1995, on
our audit of the consolidated financial statements of Hecla Mining
Company and subsidiaries.
COOPERS & LYBRAND L.L.P.
Spokane, Washington
June 8, 1995
