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As filed with the Securities and Exchange Commission on August 9, 2000
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 Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1600 RIVIERA AVENUE, SUITE 200
WALNUT CREEK, CA 94596-3568
(925) 817-1300
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
AMENDED HOMESTAKE MINING COMPANY
STOCK OPTION AND SHARE RIGHTS PLAN - 1996
(Full Title of the Plan)
WAYNE KIRK
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
HOMESTAKE MINING COMPANY
1600 RIVIERA AVENUE, SUITE 200
WALNUT CREEK, CA 94596-3568
(925) 817-1300
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
COPIES TO:
MICHELLE L. JOHNSON
THELEN REID & PRIEST LLP
101 SECOND STREET, 18TH FLOOR
SAN FRANCISCO, CA 94105
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 12,000,000 $5.375 $64,500,000 $17,028
par value
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(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 Stock Option and Share Rights Plan - 1996.
(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 August 7, 2000.
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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 Amended Homestake Mining Company Stock Option
and Share Rights Plan - 1996 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 1996
Stock Option and Share Rights Plan - 1996 and its administrators,
participants may contact Homestake Mining Company, Attn.:
Corporate Secretary, 1600 Riviera Avenue, Suite 200, Walnut
Creek, California 94596-3568; telephone number (925) 817-1300.
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, 1999, filed March 27, 2000, pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (File # 001-08736);
(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed May 12, 2000 (File # 001-08736);
(c) Current Report on Form 8-K dated January 18, 2000,
filed January 18, 2000 (File # 001-08736); and
(d) The description of the Homestake Common Stock and
Homestake Rights contained in Homestake's Registration Statement
on Form S-3 (No. 333-66311) filed on November 23, 1998,
subsequent descriptions of amendments to the Homestake Rights
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Agreement, filed on Form 8-A/A filed on December 4, 1998 and
April 8, 1999, and 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 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
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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 June 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).
4.3 Amendment No. 1 dated as of October 15, 1997 to the
Rights Agreement dated as of October 16, 1987
(incorporated by reference to Exhibit 4 to the
Registrant's Form 8-A/A filed on October 16, 1997).
4.4 Amendment No. 2 dated as of December 3, 1998 to the
Rights Agreement dated as of October 16, 1987
(incorporated by reference to Exhibit 6 to the
Registrant's Form 8-A/A filed on December 4, 1998).
4.5 Amendment No. 3 dated as of February 26, 1999, to
the Rights Agreement dated as of October 16, 1987
(incorporated by reference to Exhibit 7 to the
Registrant's Form 8-A/A filed on April 8, 1999).
5 Opinion of Thelen Reid & Priest LLP, dated August
8, 2000.
23.1 Consent of Thelen Reid & Priest LLP (included in
Exhibit 5 to this Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants, dated August 8, 2000.
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
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in 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 Walnut Creek, State of California, on
this 8th day of August, 2000.
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
David W. Peat, 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: August 8, 2000 /s/ Jack E. Thompson
Jack E. Thompson
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: August 8, 2000 /s/ David W. Peat
David W. Peat
Vice President, Finance and Chief
Financial Officer
(Principal Financial Officer)
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Date: August 8, 2000 /s/ James B. Hannna
James B. Hannan
Vice President and Controller
(Principal Accounting Officer)
Date: August 8, 2000 /s/ Gerhard Ammann
Gerhard Ammann
Director
Date: August 8, 2000 /s/ M. Norman Anderson
M. Norman Anderson
Director
Date: _______, 2000
Richard R. Burt
Director
Date: August 8, 2000 /s/ Robert H. Clark, Jr.
Robert H. Clark, Jr.
Director
Date: August 8, 2000 /s/ John Neerhout, Jr.
John Neerhout, Jr.
Director
Date: August 8, 2000 /s/ Peter J. Neff
Peter J. Neff
Director
Date: ______, 2000
Carol A. Rae
Director
Date: August 8, 2000 /s/ Jeffrey L. Zelms
Jeffrey L. Zelms
Director
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EXHIBIT INDEX
Number Exhibit
5 Opinion of Thelen Reid & Priest LLP, dated August
8, 2000.
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 August 8, 2000.
24 Powers of Attorney (included on the signature
pages to this Registration Statement).
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