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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1997
REGISTRATION NO. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION UNDER THE SECURITIES ACT OF 1933
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PEGASUS GOLD INC.
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(Exact name of registrant as specified in its charter)
BRITISH COLUMBIA, CANADA NONE
- ------------------------ ----
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
601 WEST FIRST STREET, SUITE 1500, SPOKANE, WASHINGTON 99204
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(Address of Principal Executive Offices) (Zip Code)
PEGASUS GOLD INC. EMPLOYEE SAVINGS PLAN
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(Full title of plan)
ROBERT A. LONERGAN, GENERAL COUNSEL AND SECRETARY
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601 WEST FIRST STREET, SUITE 1500, SPOKANE, WASHINGTON 99204
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(Name and address of agent for service)
(206) 624-8300
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered (1) per share (2) price (2) fee
- ------------- -------------- ------------- --------- ---
Common shares, 360,000 $ 7.25 $2,610,000.00 $ 790.91
without par value
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NOTES:
1. Represents Common Shares without par value ("Common Shares") being
registered under the Employee Savings Plan, as amended on April 30,
1997 ("Plan") of Pegasus Gold Inc. ("Registrant"), together with an
indeterminate number of additional shares which may be necessary to
adjust the number of shares reserved for issuance under the Plan as a
result of a future stock split, stock dividend or similar adjustment,
as permitted by Rule 416.
2. Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rules 457(c) and (h) under the
Securities Act of 1933, as amended ("Act"), the price per share is
estimated to be $7.25 based upon the average of the high ($7.375) and
low ($7.125) per share trading prices of Registrant's Common Shares,
as quoted on the American Stock Exchange on May 13, 1997.
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the
Registration Statement:
(a) The Registrant's Annual Report of Form 10-K for the year ended
December 31, 1996, filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), which contains audited
financial statements for the most recent fiscal year for which such statements
have been filed.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above.
(c) The description of the Common Shares contained in (i) the
Registration Statement on Form S-1 (Registration No. 33-14910); (ii) the
Registrant's Form 8-A filed April 13, 1988; and (iii) the Registrant's Form
8-A filed April 29, 1989, including any amendments or reports filed for the
purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 152 of the Company Act of British Columbia provides in part that:
(1) A company may, with the approval of the court, indemnify a director or
former director of the company or a director or former director of a corporation
of which it is or was a shareholder, and his heirs and personal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, actually and reasonably incurred by him, including
an amount paid to settle an action or satisfy a judgment in a civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a director, including an action brought by the company or
corporation, if:
(a) he acted honestly and in good faith with a view to the best
interests of the corporation of which he is or was a director; and
(b) in the case of a criminal or administrative action or proceeding,
he had reasonable grounds for believing that his conduct was lawful.
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Part 19 of the Articles of the Registrant provides for the
indemnification of an officer or director to the extent provided above. In
addition, the Registrant maintains directors' and officers' liability insurance
for persons acting in the capacity of officers and directors of the Registrant
and its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
5.1 Opinion of Lawson Lundell Lawson & McIntosh as to legality of
securities.
23.1 Consent of Coopers & Lybrand
23.2 Consent of Lawson Lundell Lawson & McIntosh (included in Exhibit
5.1)
24.1 Power of Attorney (see Signature Page).
*99.1 Pegasus Gold Inc. Employee Savings Plan.
* Incorporated by reference to Exhibit 4(c) of the Registrant's Registration
Statement on Form S-8 filed with the Commission on October 29, 1985
(Registration 33-1202).
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. 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 end 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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
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(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) of
this section do not apply if the Registration Statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 against public policy as expressed 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 of 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 Vancouver, Province of British Columbia, Canada, on
April 30, 1997.
PEGASUS GOLD INC.
By: /S/ Werner G. Nennecker
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Werner G. Nennecker
President and Chief Executive Officer
POWER OF ATTORNEY
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Each person whose individual signature appears below hereby authorizes and
appoints Werner G. Nennecker, Phillips S. Baker and Robert A. Lonergan and each
of them, with full power of substitution and full power to act without the
other, as his true and lawful attorney-in-fact and agent to act in his name,
place and stead and to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act, this Power of Attorney
has been signed by the following persons in the capacities indicated, on April
30, 1997.
Signature Title
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/s/ Werner G. Nennecker President and Chief Executive Officer
- ----------------------- (Principal Executive Officer)
Werner G. Nennecker
/s/ Phillips S. Baker Vice President and Chief Financial Officer
- --------------------- (Principal Financial and Accounting Officer)
Phillips S. Baker
/s/ Fred C. Schulte Chairman of the Board
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Fred C. Schulte
/s/ Peter M. D. Bradshaw Director
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Peter M. D. Bradshaw
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/s/ Lawrence I. Bell Director
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Lawrence I. Bell
/s/ Douglas R. Cook Director
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Douglas R. Cook
/s/ Michael A. Grandin Director
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Michael A. Grandin
/s/ Peter R. Kutney Director
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Peter R. Kutney
/s/ Lindsay D. Norman Director
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Lindsay D. Norman
/s/ Anthony J. Petrina Director
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Anthony J. Petrina
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LAWSON LUNDELL
LAWSON & McINTOSH
BARRISTERS & SOLICITORS
May 13, 1997 1600 Cathedral Place
925 West Georgia Street
Vancouver, British Columbia
Canada VGC 3L2
Pegasus Gold Inc. TELEPHONE: (604) 685-3456
Suite 1500 - 601 West First Avenue FACSMILE: (604) 669-1620
Spokane, Washington
U.S.A. 99204
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C.
U.S.A. 20549
Dear Sirs and Mesdames:
PEGASUS GOLD INC.
We are the Canadian solicitors for Pegasus Gold Inc. (the "Company") and have
been requested by it to provide the opinions expressed herein in connection with
the authorization for issuance of an aggregate of an additional 360,000 Common
Shares without par value (the "Shares") under and in accordance with the
Company's Employee Savings Plan (the "Plan"), to be registered under the
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended.
In this regard and for the purpose of the opinions expressed herein, we have
examined the Certificate of Incorporation, Memorandum and Articles of the
Company and such corporate records, such certificates of public officials and
governmental bodies and authorities, such certificates of officers or
representatives of the Company and such other documents, and have made such
investigations and searches and considered such matters of law, as we believe
necessary and relevant to enable us to give, and as the basis for, the opinions
expressed herein. We have, without making any independent investigation,
assumed the conformity to originals of telecopied, certified and
photographically reproduced documents which we have examined and the proper
authority of all signatories, other than those on behalf of the Company, to and
the authenticity of all signatures on documents that have been examined by us.
As to various questions of fact material for the opinions expressed herein,
information with respect to which is in the possession of the Company, we have
relied upon certificates, reports, opinions or representations of or by an
officer or officers of the Company.
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Page 2
We express no opinion as to laws other than the laws of the Province of British
Columbia and the federal laws of Canada applicable therein and we have assumed
that there is nothing in any other law that affects our opinions expressed
herein.
Based upon and subject to the foregoing, we are of the opinion that the issuance
of the Shares pursuant to the provisions of the Plan has been duly authorized by
the Company and, when such Shares have been duly issued and paid for, they will
be validly issued and fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours very truly,
/s/ Lawson Lundell Lawson & McIntosh
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[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Pegasus Gold Inc. on Form S-8 (Pegasus Gold Employee Savings Plan), relating to
the registration of 360,000 common shares of Pegasus Gold Inc., of our report
dated February 14, 1997, on our audits of the consolidated financial statements
of Pegasus Gold Inc. as of December 31, 1996 and 1995, and for the years ended
December 31, 1996, 1995, and 1994.
/s/ Coopers & Lybrand
COOPERS & LYBRAND
Chartered Accountants
Vancouver, B.C., Canada
May 15, 1997
