UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HECLA MINING COMPANY
_____________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 82-0126240
_____________________________________________________________________
(State of incorporation or organization) (IRS Employer
Identification No.)
6500 Mineral Drive, Coeur d'Alene, Idaho 83814-8788
_____________________________________________________________________
(Address of principal executive offices) (Zip Code)
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
Series A Junior Participating
Preferred Stock Purchase Rights
Pursuant to Rights Agreement New York Stock Exchange
_______________________________ _______________________________
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. / /
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check the following
box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
None
______________________________________________________________________
(Title of Class)
Page 1 of 7<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
On May 10, 1996, the Board of Directors of Hecla
Mining Company (the "Company") declared a dividend of one
preferred share purchase right (a "Right") for each outstand-
ing share of common stock, par value $0.25 per share (the
"Common Shares"), of the Company. The dividend is payable on
May 20, 1996 (the "Record Date") to the stockholders of
record on that date. Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a
share of Series A Junior Participating Preferred Stock, par
value $0.25 per share (the "Preferred Shares"), of the Com-
pany at a price of $50.00 per one one-hundredth of a Pre-
ferred Share (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company
and American Stock Transfer & Trust Company, as Rights Agent
(the "Rights Agent").
Until the earlier to occur of (i) 10 days following
a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") have acquired ben-
eficial ownership of 15% or more of the outstanding Common
Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such
time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announce-
ment of an intention to make, a tender offer or exchange of-
fer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the out-
standing Common Shares (the earlier of such dates being
called the "Distribution Date"), the Rights will be evi-
denced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share cer-
tificate with a copy of this Summary of Rights attached
thereto.
The Rights Agreement provides that, until the Dis-
tribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with
the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or
new issuance of Common Shares will contain a notation incor-
porating the Rights Agreement by reference. Until the Dis-
tribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without
such notation or a copy of this Summary of Rights being
attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribu-
tion Date, separate certificates evidencing the
Page 2 of 7<PAGE>
Rights ("Right Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on
the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribu-
tion Date. The Rights will expire on May 19, 2006 (the
"Final Expiration Date"), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed or ex-
changed by the Company, in each case, as described below.
The Purchase Price payable, and the number of Pre-
ferred Shares or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Pre-
ferred Shares of certain rights or warrants to subscribe for
or purchase Preferred Shares at a price, or securities con-
vertible into Preferred Shares with a conversion price, less
than the then-current market price of the Preferred Shares or
(iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding reg-
ular periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Preferred Shares) or of sub-
scription rights or warrants (other than those referred to
above).
The number of outstanding Rights and the number of
one one-hundredths of a Preferred Share issuable upon exer-
cise of each Right are also subject to adjustment in the
event of a stock split of the Common Shares or a stock divi-
dend on the Common Shares payable in Common Shares or subdi-
visions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share will be
entitled to a minimum preferential quarterly dividend payment
of $1 per share but will be entitled to an aggregate dividend
of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares
will be entitled to a minimum preferential liquidation pay-
ment of $100 per share but will be entitled to an aggregate
payment of 100 times the payment made per Common Shares.
Each Preferred Share will have 100 votes, voting together
with the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share. These rights
are protected by customary antidilution provisions.
Page 3 of 7<PAGE>
Because of the nature of the Preferred Shares' div-
idend, liquidation and voting rights, the value of the one
one-hundredth interest in a Preferred Share purchasable upon
exercise of each Right should approximate the value of one
Common Share.
In the event that the Company is acquired in a
merger or other business combination transaction or 50% or
more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company
which at the time of such transaction will have a market
value of two times the exercise price of the Right. In the
event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall
be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will there-
after be void), will thereafter have the right to receive
upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right.
At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Shares, the
Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio
of one Common Share, or one one-hundredth of a Preferred
Share (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Pur-
chase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth
of a Preferred Share, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu
thereof, an adjustment in cash will be made based on the mar-
ket price of the Preferred Shares on the last trading day
prior to the date of exercise.
At any time prior to the acquisition by a person or
group of affiliated or associated persons of beneficial own-
ership of 15% or more of the outstanding Common Shares, the
Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be
made effective at such time on such basis with such condi-
tions as the Board of Directors in its sole discretion
Page 4 of 7<PAGE>
may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemp-
tion Price.
The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the
holders of the Rights, including an amendment to lower cer-
tain thresholds described above to not less than the greater
of (i) the sum of .001% and the largest percentage of the
outstanding Common Shares then known to the Company to be
beneficially owned by any person or group of affiliated or
associated persons and (ii) 10%, except that from and after
such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to re-
ceive dividends.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group
that attempts to acquire the Company on terms not approved by
the Company's Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other
business combination approved by the Board of Directors since
the Rights may be redeemed by the Company at the Redemption
Price prior to the time that a person or group has acquired
beneficial ownership of 15% or more of the Common Shares.
The foregoing description of the Rights is quali-
fied in its entirety by reference to the Rights Agreement,
dated as of May 10, 1996, between the Company and the Rights
Agent, specifying the terms of the Rights, which is hereby
incorporated herein by reference to Exhibit 4 to the Current
Report on Form 8-K, dated May 10, 1996, and filed by the
Company with the Securities and Exchange Commission on
May 17, 1996.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of May 10, 1996, between
Hecla Mining Company and American Stock Transfer &
Trust Company which includes the Form of Right Cer-
tificate as Exhibit A and the Summary of Rights to
Purchase Preferred Shares as Exhibit B, hereby in-
corporated herein by reference to Exhibit 4 to the
Current Report on Form 8-K, dated May 10, 1996, and
filed by Hecla Mining Company with the Securities
and Exchange Commission on May 17, 1996. Pursuant
Page 5 of 7<PAGE>
to the Rights Agreement, printed Right Certificates
will not be mailed until as soon as practicable
after the earlier of the tenth day after public
announcement that a person or group has acquired
beneficial ownership of 15% or more of the Common
Shares or the tenth business day (or such later
date as may be determined by action of the Board of
Directors) after a person commences, or announces
its intention to commence, a tender offer or ex-
change offer the consummation of which would result
in the beneficial ownership by a person or group of
15% or more of the Common Shares.
Page 6 of 7<PAGE>
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.
HECLA MINING COMPANY
Date May 17, 1996
__________________________
By /s/ John P. Stilwell
____________________________
Name: John P. Stilwell
Title: Vice President -
Chief Financial Officer
and Treasurer
Page 7 of 7<PAGE>
EXHIBIT LIST
1. Rights Agreement, dated as of May 10, 1996, between Hecla
Mining Company and American Stock Transfer & Trust Com-
pany which includes the Form of Right Certificate as
Exhibit A and the Summary of Rights to Purchase Preferred
Shares as Exhibit B, hereby incorporated herein by refer-
ence to Exhibit 4 to the Current Report on Form 8-K
dated, May 10, 1996, and filed by Hecla Mining Company
with the Securities and Exchange Commission on May 17,
1996. Pursuant to the Rights Agreement, printed Right
Certificates will not be mailed until as soon as practi-
cable after the earlier of the tenth day after public
announcement that a person or group has acquired benefi-
cial ownership of 15% or more of the Common Shares or the
tenth business day (or such later date as may be deter-
mined by action of the Board of Directors) after a person
commences, or announces its intention to commence, a ten-
der offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or
group of 15% or more of the Common Shares.
