As filed with the Securities and Exchange Commission on December 2, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HOMESTAKE MINING COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-2934609
(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
650 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94108-2788
(415) 981-8150
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
1998 OUTSIDE DIRECTORS' STOCK COMPENSATION PLAN
(Full Title of the Plan)
WAYNE KIRK
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
HOMESTAKE MINING COMPANY
650 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94108
(415) 981-8150
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
COPIES TO:
MICHELLE L. JOHNSON
THELEN REID & PRIEST LLP
TWO EMBARCADERO CENTER, 21ST FLOOR
SAN FRANCISCO, CA 94111-3995
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered(1) Registered(2) Share(3) Price(3) Fee
Common Stock, $1.00 250,000 $11.00 $2,750,000.00 $765.00
par value
(1) Each share of Common Stock includes one Right to be issued in
certain circumstances pursuant to the Rights Agreement between
Homestake and BankBoston, N.A., as Rights Agent. Also
registered hereby are such additional and indeterminable
number of shares as may become issuable due to adjustments for
changes resulting from stock splits, stock dividends and
similar events.
(2) Based on the estimated maximum amount of Common Stock to be
offered under the 1998 Outside Directors' Stock Compensation
Plan.
(3) Estimated solely for the purpose of determining the
registration fee in accordance with Rule 457(h) under the
Securities Act. The above calculation is based on the average
of the reported high and low prices of the Common Stock on The
New York Stock Exchange on December 1, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I
of Form S-8 will be or have been given without charge to
participants in the 1998 Outside Directors' Stock Compensation
Plan as specified by Rule 428(b)(1) under the Securities Act of
1933, as amended (the "Securities Act").
Such documents are not submitted to the Securities and
Exchange Commission (the "Commission") herewith in accordance
with the Note to Part I of Form S-8, but such documents (together
with the documents incorporated by reference herein pursuant to
Item 3 of Part II, below) shall constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
Homestake Mining Company will provide participants without
charge, upon written or oral request, any of the documents
incorporated by reference herein pursuant to Item 3 of Part II
below.
ITEM 1. PLAN INFORMATION
See above. To obtain additional information about the 1998
Outside Directors' Stock Compensation Plan and its
administrators, participants may contact Homestake Mining
Company, Attn.: Corporate Secretary, 650 California Street, San
Francisco, California 94108-2788; telephone number (415) 981-
8150.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
See above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by
Homestake Mining Company (the "Company") are incorporated by
reference in this registration statement:
(a) The Company's annual report on Form 10-K for the year
ended December 31, 1997, filed March 30, 1998, pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1998, filed April 28, 1998, for the quarter ended June
30, 1998, filed August 14, 1998, and for the quarter ended
September 30, 1998, filed November 13, 1998;
(c) Current Reports on Form 8-K dated January 27,
1998, filed January 27, 1998; February 9, 1998, filed
February 9, 1998; February 24, 1998, filed February 26,
1998; May 7,
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1998, filed May 12, 1998; June 5, 1998, filed June 8, 1998;
June 22, 1998, filed June 22, 1998; and October 2, 1998, filed
October 2, 1998; and
(d) The description of the Homestake Common Stock and
Homestake Rights contained in Homestake's Registration Statement
on Form S-4 (No. 33-62667) filed on October 19, 1995, and the
description of Amendment No. 1 on the Homestake Rights Agreement,
filed on Form 8-A/A filed on October 16, 1997, including any
amendment or report filed for the purpose of updating such
descriptions.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing (except
that no document shall be deemed to be incorporated by reference
herein if such document is filed after the filing of a post-
effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters securities then
remaining unsold).
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article XVII of the Company's Restated Certificate of
Incorporation contains a provision, permitted by Section
102(b)(7) of the Delaware General Corporation Law (the "Delaware
Law"), limiting the personal monetary liability of directors for
breach of fiduciary duties as a director. Delaware Law provides
that such a provision does not eliminate or limit liability (i)
for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware Law, (iii) for acts of omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law, or (iv) for any transaction from which the
director derived an improper personal benefit.
Section 145 of the Delaware Law permits indemnification
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
in connection with actions, suits or proceedings in which an
officer, director, employee or agent is a party by reason of the
fact that he is or was such a director, officer, employee or
agent, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. However, in connection with acts by or in the right of
the corporation, such indemnification is not permitted if such
person has been adjudged liable for negligence or misconduct in
the performance of his duty to the corporation unless the court
determines that, under all of the circumstances, such person is
nonetheless fairly
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and reasonably entitled to indemnity for such expenses as the
court deems proper. Section 145 also permits a corporation to
purchase and maintain insurance on behalf of its directors and
officers against and liability which may be asserted against, or
incurred by, such persons in their capacities as directors or
officers of the corporation whether or not the registrant would
have the power to indemnify such persons against such liabilities
under the provisions of such section. The Company has purchased
such insurance. Section 145 further provides that the statutory
provision is not exclusive of any other right to which those
seeking indemnifications or advancement of expenses may be
entitled under any by-laws, agreement, vote of stockholders or
independent directors, or otherwise, both as to action in such
person's official capacity and as to action I another capacity
while holding such office.
Article XIV, Section 8, of the Bylaws of the Company,
provides that the Company must indemnify directors and officers
to the fullest extent permitted by Delaware Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Number Exhibit
4.1 Indenture, dated as of January 23, 1993 between
Homestake, Issuer and The Chase Manhattan Bank,
N.A., Trustee, with respect to U.S. $150,000,000
principal amount of 5 1/2% Convertible Subordinated
Notes due January 23, 2000 (incorporated by
reference to Exhibit 4.2 to Homestake's Periodic
Report on Form 8-K, dated as of June 23, 1993,
filed June 29, 1993 (File No. 001-08736)).
4.2 Rights Agreement dated October 16, 1987
(incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A/A
dated October 16, 1987).
5 Opinion of Thelen Reid & Priest LLP, dated
December 1, 1998.
23.1 Consent of Thelen Reid & Priest LLP (included in
Exhibit 5 to this Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP, formerly
Coopers & Lybrand L.L.P., independent accountants,
dated December 1, 1998.
24 Powers of Attorney (included on the signature
pages to this Registration Statement).
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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 of 1933;
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed
that which was registered) and any deviation from the
low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective
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;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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
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the 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 Act and will be
governed by the final adjudication of such issue.
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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 San Francisco, State of California, on
this 1st day of December, 1998.
Homestake Mining Company,
a Delaware corporation
By: /s/ WAYNE KIRK
Wayne Kirk
Vice President, General Counsel
and Corporate Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints
Gene E. Elam, Wayne Kirk and Jack E. Thompson, and each of them
severally, acting alone and without the other, his true and
lawful attorney-in-fact with authority to execute in the name of
each such person, and to file with the Securities and Exchange
Commission, together with any exhibits thereto and other
documents therewith, any and all amendments (including without
limitation post-effective amendments) to this registration
statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933 and any rules, regulations
and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such changes in this
registration statement as the aforesaid attorney-in-fact deems
appropriate.
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.
Date: December 1, 1998 /s/ JACK E. THOMPSON
Jack E. Thompson
Chairman, President and Chief
Executive Officer
(Principal Executive Officer)
Date: December 1, 1998 /s/ GENE G. ELAM
Gene G. Elam
Vice President, Finance and Chief
Financial Officer
(Principal Financial Officer)
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Date: December 1, 1998 /s/ DAVID W. PEAT
David W. Peat
Vice President and Controller
(Principal Accounting Officer)
Date: December 1, 1998 /s/ GERHARD AMMANN
Gerhard Ammann
Director
Date: December 1, 1998 /s/ M. NORMAN ANDERSON
M. Norman Anderson
Director
Date: December 1, 1998 /s/ RICHARD R. BURT
Richard R. Burt
Director
Date: December 1, 1998 /s/ ROBERT H. CLARK
Robert H. Clark
Director
Date: December 1, 1998 /s/ G. ROBERT DURHAM
G. Robert Durham
Director
Date: December 1, 1998 /s/ DOUGLAS W. FUERSTENAU
Douglas W. Fuerstenau
Director
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Date: December 1, 1998 /s/ PAUL MCCLINTOCK
Paul McClintock
Director
Date: December 1, 1998 /s/ JOHN NEERHOUT, JR.
John Neerhout, Jr.
Director
Date: December 1, 1998 /s/ PETER J. NEFF
Peter J. Neff
Director
Date: December 1, 1998 /s/ STUART T. PEELER
Stuart T. Peeler
Director
Date: December 1, 1998 /s/ CAROL A. RAE
Carol A. Rae
Director
Date: December 1, 1998 /s/ JEFFREY L. ZELMS
Jeffrey L. Zelms
Director
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EXHIBIT INDEX
Number Exhibit
4.1 Indenture, dated as of January 23, 1993 between
Homestake, Issuer and The Chase Manhattan Bank,
N.A., Trustee, with respect to U.S. $150,000,000
principal amount of 5 1/2% Convertible Subordinated
Notes due January 23, 2000 (incorporated by
reference to Exhibit 4.2 to Homestake's Periodic
Report on Form 8-K, dated as of June 23, 1993,
filed June 29, 1993 (File No. 001-08736)).
4.2 Rights Agreement dated October 16, 1987
(incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A/A
dated October 16, 1987).
5 Opinion of Thelen Reid & Priest LLP, dated
December 1, 1998.
23.1 Consent of Thelen Reid & Priest LLP (included in
Exhibit 5 to this Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP, formerly
Coopers & Lybrand L.L.P., independent accountants,
dated December 1, 1998.
24 Powers of Attorney (included on the signature
pages to this Registration Statement).
[LETTERHEAD OF THELEN REID & PRIEST LLP]
EXHIBIT 5
December 1, 1998
Homestake Mining Company
650 California Street
San Francisco, CA 94108
Ladies and Gentlemen:
We have acted as counsel for Homestake Mining Company,
a Delaware corporation (the "Company"), in connection with the
preparation of a Registration Statement on Form S-8 relating to
the issuance and sale of 250,000 shares of common stock, $1.00
par value, of the Company ("Common Stock"), pursuant to the 1998
Outside Directors' Stock Compensation Plan (the "Plan").
Please be advised that we are of the opinion that the
Common Stock to be offered and sold by the Company, when issued
and paid for in the manner contemplated by the Plan, will be
legally issued, fully paid and non-assessable.
We are members of the bar of the State of California
and we express no opinion as to the laws of any state or
jurisdiction other than federal laws of the United States, the
laws of the State of California and the corporate laws of the
State of Delaware.
We hereby consent to the filing of this opinion with
the Commission as an exhibit to the Registration Statement on
Form S-8.
Very truly yours,
/S/ THELEN REID & PRIEST LLP
THELEN REID & PRIEST LLP
MLJ/DM
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Homestake Mining Company on Form S-8 of our report,
dated May 21, 1998, (except for Note 23, as to which the date is
May 25, 1998) on our audits of the financial statements of
Homestake Mining Company and Subsidiaries as of December 31, 1997
and 1996 and for the three years in the period December 31, 1997.
/S/ PRICEWATERHOUSECOOPERS LLP
San Francisco, California
December 1, 1998
