<PAGE> 1
As filed with the Securities and Exchange Commission on April 21, 1994
Registration No. 33-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
BATTLE MOUNTAIN GOLD COMPANY
(Exact name of registrant as specified in its charter)
NEVADA 76-0151431
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
333 CLAY STREET, 42ND FLOOR 77002-4103
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
- --------------------------------------------------------------------------------
1994 LONG-TERM INCENTIVE PLAN
OF
BATTLE MOUNTAIN GOLD COMPANY
(Full title of the plan)
- --------------------------------------------------------------------------------
ROBERT J. QUINN
VICE PRESIDENT AND GENERAL COUNSEL
BATTLE MOUNTAIN GOLD COMPANY
333 CLAY STREET, 42ND FLOOR
HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 650-6400
(Telephone number, including area code, of agent for service)
--------------
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed
securities to be Amount to be offering price maximum aggregate Amount of
registered registered per share(1) offering price(1) registration fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.10
per share(2) 4,000,000 shares $9.9375 $39,750,000 $13,707
</TABLE>
===============================================================================
(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes
of computing the registration fee and based upon the average
of the high and low prices reported on the New York Stock
Exchange Composite Tape on April 18, 1994.
(2) Includes the preferred stock purchase rights associated with
the Common Stock.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the 1994
Long-Term Incentive Plan of Battle Mountain Gold Company (the "Plan") required
by Item 1 of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), and the statement of availability of registrant information
and other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428. In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement on Form S-8 (this "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. Battle Mountain
Gold Company, a Nevada corporation (the "Company"), shall maintain a file of
such documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of
the documents included in such file.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which the Company has filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(File No. 1-9666), are incorporated in this Registration Statement by reference
and shall be deemed to be a part hereof:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993;
(ii) The description of the common stock, par value $0.10
per share (the "Common Stock"), of the Company
contained in the Company's Registration Statement on
Form 8-A dated August 12, 1987 (as amended by a Form
8 dated April 24, 1991);
(iii) The description of the preferred stock purchase
rights associated with the Common Stock contained in
the Company's Registration Statement on Form 8-A
dated November 15, 1988 (as amended by a Form 8 dated
November 29, 1988).
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement to this
Registration Statement or in a document incorporated by reference herein 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 subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
The consolidated financial statements and financial statement schedules
of the Company included in its Annual Report on Form 10-K for the year ended
December 31, 1993, incorporated herein by reference, have been audited by Arthur
Andersen & Co., independent public accountants, as indicated in their report
with respect thereto. In that
II-1
<PAGE> 4
report, that firm states that with respect to certain subsidiaries of the
Company its opinion is based on the reports of other independent public
accountants, namely Coopers & Lybrand and Moreno Munoz y Cia. The consolidated
financial statements and financial statement schedules of the Company included
in its Annual Report on Form 10-K for the year ended December 31, 1993, have
been incorporated herein by reference in reliance upon the authority of all
those firms as experts in giving said reports.
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 VII of the Bylaws of the Company provides for the
indemnification of officers and directors of the Company to the extent
authorized by the Nevada Revised Statutes (the "NRS"). Pursuant to Section
78.751 of the NRS, the Company generally has the power to indemnify its present
and former directors, officers, employees and agents against expenses, judgments
and amounts paid in settlements incurred by them in connection with any suit to
which they are, or are threatened to be made, a party by reason of their serving
in such positions so long as they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action, they had no reasonable cause to
believe their conduct was unlawful. With respect to suits by or in the right of
a corporation, however, indemnification is not available if such person is
finally adjudged to be liable to the Company or for amounts paid in settlement,
unless and only to the extent the court determines that indemnification is
appropriate. The statute also expressly provides that the power to indemnify
authorized thereby is not exclusive of any rights granted under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
Section 78.751 of the NRS also enables a corporation to purchase and
maintain insurance for its present and former directors, officers, employees and
agents. Accordingly, the Company has provided liability insurance for each
director and officer for certain losses arising from claims or charges made
against him while acting in his capacity as a director or officer of the
Company, including liabilities under federal securities laws.
The above discussion of the Bylaws of the Company and of Section 78.751
of the NRS is not intended to be exhaustive and is respectively qualified in its
entirety by such Bylaws and statute.
II-2
<PAGE> 5
Additionally, Article Tenth of the Restated Articles of Incorporation of
the Company limits the liability of the Company's directors and officers under
certain circumstances. Article Tenth states:
No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for
breach of fiduciary duty as a director or officer involving any act or
omission of any such director or officer occurring on or after April
28, 1987; provided, however, that the foregoing provision shall not
eliminate or limit the liability of a director or officer (i) for acts
or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes. Any repeal or
modification of this Article by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or
modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
(Asterisks indicate exhibits incorporated by reference herein.)
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C> <C>
*4(a) - Restated Articles of Incorporation of the Company as amended and restated through May 11, 1988
(Exhibit 4(a) to the Company's Registration Statement on Form S-3 dated January 16, 1994; Registration
No. 33-51921).
*4(b) - Bylaws of the Company as amended through April 27, 1988 (Exhibit 4(b) to the Company's Registration
Statement on Form S-3 dated January 16, 1994; Registration No. 33-51921).
*4(c)(1) - Rights Agreement, dated November 10, 1988, between the Company and NCNB Texas National Bank, as Rights
Agent (Exhibit to the Company's Form 8 filed with the Commission on November 30, 1988 amending the
Company's Report on Form 8-K dated November 21, 1988; File No. 1-9666).
</TABLE>
II-3
<PAGE> 6
<TABLE>
<S> <C> <C>
*4(c)(2) - First Amendment to Rights Agreement, dated July 30, 1992, between the Company and The Bank of New York,
as successor Rights Agent (Exhibit 4(a)(2) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1992; File No. 1-9666).
*4(d) - Specimen Stock Certificate for the Common Stock of the Company (Exhibit 4(b) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1988; File No. 1-9666).
4(e) - 1994 Long-Term Incentive Plan of Battle Mountain Gold Company.
5 - Opinion of Mr. James A. Brooks, Senior Attorney of the Company.
23(a) - Consent of Arthur Andersen & Co.
23(b) - Consent of Coopers & Lybrand.
23(c) - Consent of Moreno Munoz y Cia.
23(d) - Consent of Mr. James A. Brooks, Senior Attorney of the Company (contained in Exhibit 5).
24 - Powers of Attorney.
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The Company 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
this 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 this Registration
Statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in this Registration Statement
or any material change to such information in this
Registration Statement;
II-4
<PAGE> 7
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in this 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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company'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 this 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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
II-5
<PAGE> 8
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 HOUSTON, STATE OF TEXAS, ON APRIL 21, 1994.
BATTLE MOUNTAIN GOLD COMPANY
BY /s/ KARL E. ELERS
__________________________________
(Karl E. Elers
Chairman of the Board
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 AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ KARL E. ELERS Chairman of the Board, April 21, 1994
---------------------------------- Chief Executive Officer
(Karl E. Elers) and Director (Principal
Executive Officer)
/s/ R. DENNIS O'CONNELL Vice President--Finance and April 21, 1994
------------------------------- Chief Financial Officer
(R. Dennis O'Connell) (Principal Financial and
Accounting Officer)
DOUGLAS J. BOURNE*
DELO H. CASPARY*
CHARLES E. CHILDERS*
JACK R. CROSBY*
JAMES H. ELDER, JR.* > Directors of the Registrant
RODNEY L. GRAY*
J. HUGH LIEDTKE*
TED H. PATE*
KENNETH R. WERNEBURG*
WILLIAM A. WISE*
*By /s/ KARL E. ELERS April 21, 1994
------------------------------
(Karl E. Elers,
Attorney-in-fact)
</TABLE>
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<PAGE> 9
EXHIBIT INDEX
(Asterisks indicate exhibits incorporated by reference herein.)
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C> <C>
*4(a) - Restated Articles of Incorporation of the Company as amended and restated through May 11, 1988
(Exhibit 4(a) to the Company's Registration Statement on Form S-3 dated January 16, 1994; Registration
No. 33-51921).
*4(b) - Bylaws of the Company as amended through April 27, 1988 (Exhibit 4(b) to the Company's Registration
Statement on Form S-3 dated January 16, 1994; Registration No. 33-51921).
*4(c)(1) - Rights Agreement, dated November 10, 1988, between the Company and NCNB Texas National Bank, as Rights
Agent (Exhibit to the Company's Form 8 filed with the Commission on November 30, 1988 amending the
Company's Report on Form 8-K dated November 21, 1988; File No. 1-9666).
*4(c)(2) - First Amendment to Rights Agreement, dated July 30, 1992, between the Company and The Bank of New York,
as successor Rights Agent (Exhibit 4(a)(2) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1992; File No. 1-9666).
*4(d) - Specimen Stock Certificate for the Common Stock of the Company (Exhibit 4(b) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1988; File No. 1-9666).
4(e) - 1994 Long-Term Incentive Plan of Battle Mountain Gold Company.
5 - Opinion of Mr. James A. Brooks, Senior Attorney of the Company.
23(a) - Consent of Arthur Andersen & Co.
23(b) - Consent of Coopers & Lybrand.
23(c) - Consent of Moreno Munoz y Cia.
23(d) - Consent of Mr. James A. Brooks, Senior Attorney of the Company (contained in Exhibit 5).
24 - Powers of Attorney.
</TABLE>
<PAGE> 1
1994 LONG-TERM INCENTIVE PLAN
OF
BATTLE MOUNTAIN GOLD COMPANY
1. Objectives. The 1994 Long-Term Incentive Plan (the "Plan") of
Battle Mountain Gold Company, a Nevada corporation (the "Company"), is designed
to retain key executives and other selected employees and reward them for
making major contributions to the success of the Company and its Subsidiaries
(as hereinafter defined). These objectives are to be accomplished by making
awards under the Plan and thereby providing Participants (as hereinafter
defined) with a proprietary interest in the growth and performance of the
Company and its Subsidiaries.
2. Definitions. As used herein, the terms set forth below shall have
the following respective meanings:
"Award" means the grant of any form of stock option, stock appreciation
right, stock award or cash award, whether granted singly, in combination or in
tandem, to a Participant pursuant to any applicable terms, conditions and
limitations as the Committee may establish in order to fulfill the objectives
of the Plan.
"Award Agreement" means a written agreement between the Company and a
Participant that sets forth the terms, conditions and limitations applicable to
an Award.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" means such committee of the Board as is designated by the
Board to administer the Plan. The Committee shall be constituted to permit the
Plan to comply with Rule 16b-3, as hereinafter defined.
"Common Stock" means the Common Stock, par value $0.10 per share, of
the Company.
"Director" means an individual serving as a member of the Board.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
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<PAGE> 2
"Fair Market Value" means, as of a particular date, (i) if the shares
of Common Stock are listed on a national securities exchange, the closing sales
price per share of Common Stock on the consolidated transaction reporting
system for the principal such national securities exchange on that date, or, if
there shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (ii) if the shares of
Common Stock are not so listed but are quoted in the NASDAQ National Market
System, the closing sales price per share of Common Stock on the NASDAQ
National Market System on that date, or, if there shall have been no such sale
so reported on that date, on the last preceding date on which such a sale was
so reported or (iii) if the Common Stock is not so listed or quoted, the mean
between the closing bid and asked price on that date, or, if there are no
quotations available for such date, on the last preceding date on which such
quotations shall be available, as reported by NASDAQ, or, if not reported by
NASDAQ, by the National Quotation Bureau, Inc.
"Participant" means an employee of the Company or any of its
Subsidiaries to whom an Award has been made under this Plan.
"Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or
any successor rule.
"Subsidiary" means any corporation of which the Company directly or
indirectly owns shares representing more than 50% of the voting power of all
classes or series of capital stock of such corporation which have the right to
vote generally on matters submitted to a vote of the stockholders of such
corporation.
3. Eligibility. Employees of the Company and its Subsidiaries
eligible for an Award under this Plan are those who hold positions of
responsibility and whose performance, in the judgment of the Committee, can
have a significant effect on the success of the Company and its Subsidiaries.
4. Common Stock Available for Awards. There shall be available for
Awards granted wholly or partly in Common Stock (including rights or options
which may be exercised for or settled in Common Stock) during the term of this
Plan an aggregate of 4,000,000 shares of Common Stock. Notwithstanding the
foregoing, not more than an aggregate of 1,000,000 shares of Common Stock shall
be available for Awards other than stock options and stock appreciation rights
granted at an exercise or strike price not less than the Fair Market Value on
the date of grant. The Board of Directors and the appropriate officers of the
Company shall from time to time take whatever actions are necessary to file
required documents with governmental authorities and stock exchanges and
transaction reporting systems to make shares of Common Stock available for
issuance pursuant to Awards. Common Stock related to Awards that are forfeited
or terminated, expire unexercised, are settled in cash in lieu of Stock or in a
manner such that all or some of the shares covered by an Award are not issued
to a Participant, or are exchanged for Awards that do not involve Common Stock,
shall immediately become available for Awards hereunder. The Committee may
from time to time adopt and observe such procedures
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<PAGE> 3
concerning the counting of shares against the Plan maximum as it may deem
appropriate under Rule 16b-3.
5. Administration. This Plan shall be administered by the Committee,
which shall have full and exclusive power to interpret this Plan and to adopt
such rules, regulations and guidelines for carrying out this Plan as it may
deem necessary or proper, all of which powers shall be exercised in the best
interests of the Company and in keeping with the objectives of this Plan.
Unless otherwise provided in an Award Agreement with respect to a particular
award, the Committee may, in its discretion, provide for the extension of the
exercisability of an Award, accelerate the vesting or exercisability of an
Award, eliminate or make less restrictive any restrictions contained in an
Award, waive any restriction or other provision of this Plan or an Award or
otherwise amend or modify an Award in any manner that is either (i) not adverse
to the Participant holding such Award or (ii) consented to by such Participant.
The Committee may correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable to carry it into effect. Any decision
of the Committee in the interpretation and administration of this Plan shall
lie within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned. No member of the Committee or officer of the
Company to whom it has delegated authority in accordance with the provisions of
Paragraph 6 of this Plan shall be liable for anything done or omitted to be
done by him or her, by any member of the Committee or by any officer of the
Company in connection with the performance of any duties under this Plan,
except for his or her own willful misconduct or as expressly provided by
statute.
6. Delegation of Authority. The Committee may delegate to the Chief
Executive Officer and to other senior officers of the Company its duties under
this Plan pursuant to such conditions or limitations as the Committee may
establish, except that the Committee may not delegate to any person the
authority to grant Awards to, or take other action with respect to,
Participants who are subject to Section 16 of the Exchange Act.
7. Awards. The Committee shall determine the type or types of Awards
to be made to each Participant under this Plan. Each Award made hereunder
shall be embodied in an Award Agreement, which shall contain such terms,
conditions and limitations as shall be determined by the Committee in its sole
discretion and shall be signed by the Participant and by the Chief Executive
Officer, the Chief Operating Officer, or any Vice President of the Company for
and on behalf of the Company. Awards may consist of those listed in this
Paragraph 7 and may be granted singly, in combination or in tandem. Awards may
also be made in combination or in tandem with, in replacement of, or as
alternatives to, grants or rights under this Plan or any other employee plan of
the Company or any of its Subsidiaries, including the plan of any acquired
entity. An Award may provide for the granting or issuance of additional,
replacement or alternative Awards upon the occurrence of specified events,
including the exercise of the original Award. An Award may provide that to the
extent that the acceleration of vesting or any payment made to a Participant
under this Plan in the event of a change of control of the Company is
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<PAGE> 4
subject to federal income, excise, or other tax at a rate above the rate
ordinarily applicable to like payments paid in the ordinary course of business
("Penalty Tax"), whether as a result of the provisions of Sections 280G and
4999 of the Code, any similar or analogous provisions of any statute adopted
subsequent to the date hereof, or otherwise, then the Company shall be
obligated to pay such Participant an additional amount of cash (the "Additional
Amount") such that the net amount received by such Participant, after paying
any applicable Penalty Tax and any federal or state income tax on such
Additional Amount, shall be equal to the amount that such Participant would
have received if such Penalty Tax were not applicable. Notwithstanding
anything herein to the contrary, no Participant may be granted, during any
3-year period, Awards consisting of stock options or stock appreciation rights
exercisable for more than 12.5 percent of the shares of Common Stock reserved
for issuance under the Plan.
(a) Stock Option. An Award may consist of a right to purchase a
specified number of shares of Common Stock at a specified price that is not
less than the greater of (i) the Fair Market Value of the Common Stock on the
date of grant and (ii) the par value of the Common Stock on the date of grant.
A stock option may be in the form of an incentive stock option ("ISO") which,
in addition to being subject to applicable terms, conditions and limitations
established by the Committee, complies with Section 422 of the Code.
(b) Stock Appreciation Right. An Award may consist of a right to
receive a payment, in cash or Common Stock, equal to the excess of the Fair
Market Value or other specified valuation of a specified number of shares of
Common Stock on the date the stock appreciation right ("SAR") is exercised over
a specified strike price as set forth in the applicable Award Agreement.
(c) Stock Award. An Award may consist of Common Stock or may be
denominated in units of Common Stock. All or part of any stock award may be
subject to conditions established by the Committee, and set forth in the Award
Agreement, which may include, but are not limited to, continuous service with
the Company and its Subsidiaries, achievement of specific business objectives,
increases in specified indices, attaining specified growth rates and other
comparable measurements of performance. Such Awards may be based on Fair
Market Value or other specified valuations. The certificates evidencing shares
of Common Stock issued in connection with a stock award shall contain
appropriate legends and restrictions describing the terms and conditions of the
restrictions applicable thereto.
(d) Cash Award. An Award may be denominated in cash with the amount
of the eventual payment subject to future service and such other restrictions
and conditions as may be established by the Committee, and set forth in the
Award Agreement, including, but not limited to, continuous service with the
Company and its Subsidiaries, achievement of specific business objectives,
increases in specified indices, attaining specified growth rates and other
comparable measurements of performance.
-4-
<PAGE> 5
8. Payment of Awards.
(a) General. Payment of Awards may be made in the form of cash or
Common Stock or combinations thereof and may include such restrictions as the
Committee shall determine, including in the case of Common Stock, restrictions
on transfer and forfeiture provisions. As used herein, "Restricted Stock"
means Common Stock that is restricted or subject to forfeiture provisions.
(b) Deferral. With the approval of the Committee, payments may be
deferred, either in the form of installments or a future lump sum payment. The
Committee may permit selected Participants to elect to defer payments of some
or all types of Awards in accordance with procedures established by the
Committee. Any deferred payment, whether elected by the Participant or
specified by the Award Agreement or by the Committee, may be forfeited if and
to the extent that the Award Agreement so provides.
(c) Dividends and Interest. Dividends or dividend equivalent rights
may be extended to and made part of any Award denominated in Common Stock or
units of Common Stock, subject to such terms, conditions and restrictions as
the Committee may establish. The Committee may also establish rules and
procedures for the crediting of interest on deferred cash payments and dividend
equivalents for deferred payment denominated in Common Stock or units of Common
Stock.
(d) Substitution of Awards. At the discretion of the Committee, a
Participant may be offered an election to substitute an Award for another Award
or Awards of the same or different type.
9. Stock Option Exercise. The price at which shares of Common Stock
may be purchased under a stock option shall be paid in full at the time of
exercise in cash or, if permitted by the Committee, by means of tendering
Common Stock or surrendering another Award, including Restricted Stock, valued
at Fair Market Value on the date of exercise, or any combination thereof. The
Committee shall determine acceptable methods for tendering Common Stock or
other Awards to exercise a stock option as it deems appropriate. If permitted
by the Committee, payment may be made by successive exercises by the
Participant. The Committee may provide for loans from the Company to permit
the exercise or purchase of Awards and may provide for procedures to permit the
exercise or purchase of Awards by use of the proceeds to be received from the
sale of Common Stock issuable pursuant to an Award. Unless otherwise provided
in the applicable Award Agreement, in the event shares of Restricted Stock are
tendered as consideration for the exercise of a stock option, a number of the
shares issued upon the exercise of the stock option, equal to the number of
shares of Restricted Stock used as consideration therefor, shall be subject to
the same restrictions as the Restricted Stock so submitted as well as any
additional restrictions that may be imposed by the Committee.
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<PAGE> 6
10. Tax Withholding. The Company shall have the right to deduct
applicable taxes from any Award payment and withhold, at the time of delivery
or vesting of cash or shares of Common Stock under this Plan, an appropriate
amount of cash or number of shares of Common Stock or a combination thereof for
payment of taxes required by law or to take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for
withholding of such taxes. The Committee may also permit withholding to be
satisfied by the transfer to the Company of shares of Common Stock theretofore
owned by the holder of the Award with respect to which withholding is required.
If shares of Common Stock are used to satisfy tax withholding, such shares
shall be valued based on the Fair Market Value when the tax withholding is
required to be made.
11. Amendment, Modification, Suspension or Termination. The Board
may amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law except that (i) no amendment or alteration that would impair the rights
of any Participant under any Award previously granted to such Participant shall
be made without such Participant's consent and (ii) no amendment or alteration
shall be effective prior to approval by the Company's stockholders to the
extent such approval is then required pursuant to Rule 16b-3 in order to
preserve the applicability of any exemption provided by such rule to any Award
then outstanding (unless the holder of such Award consents) or to the extent
stockholder approval is otherwise required by applicable legal requirements.
12. Termination of Employment. Upon the termination of employment by
a Participant, any unexercised, deferred or unpaid Awards shall be treated as
provided in the specific Award Agreement evidencing the Award. In the event of
such a termination, the Committee may, in its discretion, provide for the
extension of the exercisability of an Award, accelerate the vesting or
exercisability of an Award, eliminate or make less restrictive any restrictions
contained in an Award, waive any restriction or other provision of this Plan or
an Award or otherwise amend or modify the Award in any manner that is either
(i) not adverse to such Participant or (ii) consented to by such Participant.
13. Assignability. Unless otherwise determined by the Committee and
provided in the Award Agreement, no Award or any other benefit under this Plan
constituting a derivative security within the meaning of Rule 16a-1(c) under
the Exchange Act shall be assignable or otherwise transferable except by will
or the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder. The Committee may prescribe and
include in applicable Award Agreements other restrictions on transfer. Any
attempted assignment of an Award or any other benefit under this Plan in
violation of this Paragraph 13 shall be null and void.
-6-
<PAGE> 7
14. Adjustments.
(a) The existence of outstanding Awards shall not affect in any
manner the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Company or its business or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock (whether or not such issue is prior to, on a parity with
or junior to the Common Stock) or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding of any kind, whether or not of a
character similar to that of the acts or proceedings enumerated above.
(b) In the event of any subdivision or consolidation of outstanding
shares of Common Stock or declaration of a dividend payable in shares of Common
Stock or capital reorganization or reclassification or other transaction
involving an increase or reduction in the number of outstanding shares of
Common Stock, the Committee may adjust proportionally (i) the number of shares
of Common Stock reserved under this Plan and covered by outstanding Awards
denominated in Common Stock or units of Common Stock; (ii) the exercise or
other price in respect of such Awards; and (iii) the appropriate Fair Market
Value and other price determinations for such Awards. In the event of any
consolidation or merger of the Company with another corporation or entity or
the adoption by the Company of a plan of exchange affecting the Common Stock or
any distribution to holders of Common Stock of securities or property (other
than normal cash dividends or dividends payable in Common Stock), the Committee
shall make such adjustments or other provisions as it may deem equitable,
including adjustments to avoid fractional shares, to give proper effect to such
event. In the event of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization or liquidation, the Committee
shall be authorized to issue or assume stock options, regardless of whether in
a transaction to which Section 424(a) of the Code applies, by means of
substitution of new options for previously issued options or an assumption of
previously issued options, or to make provision for the acceleration of the
exercisability of, or lapse of restrictions with respect to, Awards and the
termination of unexercised options in connection with such transaction.
15. Restrictions. No Common Stock or other form of payment shall be
issued with respect to any Award unless the Company shall be satisfied based on
the advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. It is the intent of the Company
that this Plan comply with Rule 16b-3 with respect to persons subject to
Section 16 of the Exchange Act unless otherwise provided herein or in an Award
Agreement, that any ambiguities or inconsistencies in the construction of this
Plan be interpreted to give effect to such intention, and that if any provision
of this Plan is found not to be in compliance with Rule 16b-3, such provision
shall be null and void to the extent required to permit this Plan to comply
with Rule 16b-3. Certificates evidencing shares of Common Stock delivered
under this Plan may be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable
-7-
<PAGE> 8
under the rules, regulations and other requirements of the Securities and
Exchange Commission, any securities exchange or transaction reporting system
upon which the Common Stock is then listed and any applicable federal and state
securities law. The Committee may cause a legend or legends to be placed upon
any such certificates to make appropriate reference to such restrictions.
16. Unfunded Plan. Insofar as it provides for Awards of cash, Common
Stock or rights thereto, this Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants who are entitled to
cash, Common Stock or rights thereto under this Plan, any such accounts shall
be used merely as a bookkeeping convenience. The Company shall not be required
to segregate any assets that may at any time be represented by cash, Common
Stock or rights thereto, nor shall this Plan be construed as providing for such
segregation, nor shall the Company nor the Board nor the Committee be deemed to
be a trustee of any cash, Common Stock or rights thereto to be granted under
this Plan. Any liability or obligation of the Company to any Participant with
respect to a grant of cash, Common Stock or rights thereto under this Plan
shall be based solely upon any contractual obligations that may be created by
this Plan and any Award Agreement, and no such liability or obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any
property of the Company. Neither the Company nor the Board nor the Committee
shall be required to give any security or bond for the performance of any
obligation that may be created by this Plan.
17. Governing Law. This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Nevada.
18. Effective Date of Plan. This Plan shall be effective as of the
date (the "Effective Date") it is approved by the Board of Directors of the
Company. Notwithstanding the foregoing, the adoption of this Plan is expressly
conditioned upon the approval by the holders of a majority of shares of Common
Stock present, or represented, and entitled to vote at a meeting of the
Company's stockholders held on or before December 31, 1994. If the
stockholders of the Company should fail so to approve this Plan prior to such
date, this Plan shall terminate and cease to be of any further force or effect
and all grants of Awards hereunder shall be null and void.
-8-
<PAGE> 1
[Letterhead Of Battle Mountain Gold Company Appears Here]
April 21, 1994
Battle Mountain Gold Company
333 Clay Street, 42nd Street
Houston, Texas 77002-4103
Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Battle Mountain Gold Company, a Nevada
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
4,000,000 shares (the "Shares") of the Company's common stock, par value $0.10
per share, subject to issuance pursuant to the terms of the 1994 Long-Term
Incentive Plan of the Company (the "Plan"), certain legal matters in connection
with the Shares are being passed upon for the Company by me. At your request,
this opinion is being furnished to you for filing as Exhibit 5 to the
Registration Statement.
In my capacity as Senior Attorney of the Company, I have examined the
Company's Restated Articles of Incorporation and Bylaws, each as amended to
date, and have examined the originals, or copies certified or otherwise
identified, of corporate records of the Company, statutes and other instruments
and documents as a basis for the opinions hereinafter expressed.
On the basis of the foregoing, I am of the opinion that, following
approval of the Plan by the stockholders of the Company at the annual meeting
of stockholders to be held on April 21, 1994, upon the issuance of and payment
for the Shares in accordance with the terms and provisions of the Plan, the
Shares will be duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, I do not admit that I am an
expert within the meaning of Section 11 of the Securities Act.
Very truly yours,
James A. Brooks
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
February 18, 1994, included in Battle Mountain Gold Company's Annual Report on
Form 10-K for the year ended December 31, 1993, and to all references to our
Firm included in this Registration Statement.
ARTHUR ANDERSEN & CO.
Houston, Texas
April 21, 1994
<PAGE> 1
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement of our report dated January 22, 1994 on our audit of Niugini Mining
Limited included in Battle Mountain Gold Company's Form 10-K for the year ended
December 31, 1993, and to all references to our Firm included in this
Registration Statement.
COOPERS & LYBRAND
Sydney, Australia
April 21, 1994
<PAGE> 1
Exhibit 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 17, 1992 on our audit of
Empresa Minera Inti Raymi S.A. included in Battle Mountain Gold Company's
Annual Report on Form 10-K for the year ended December 31, 1993, and to all
references to our Firm included in this Registration Statement.
Moreno, Munoz y Cia
La Paz, Bolivia
April 20, 1994
<PAGE> 1
BATTLE MOUNTAIN GOLD COMPANY
Power of Attorney
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8, with any amendment or amendments thereto,
as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement in
connection with the offering by the Company of 4,000,000 shares of the
Company's common stock, par value $.10 per share, and associated preferred
stock purchase rights, pursuant to the 1994 Long-Term Incentive Plan of the
Company.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Karl
E. Elers, Kenneth R. Werneburg and Robert J. Quinn, and each of them severally,
his true and lawful attorneys-in-fact and agents with power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto and all instruments necessary or incidental in connection therewith and
to file the same with the Commission. Each of such attorneys-in-fact and
agents shall have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of such attorneys-in-fact and agent and
each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 21st day of April, 1994.
/s/ Douglas J. Bourne
<PAGE> 2
BATTLE MOUNTAIN GOLD COMPANY
Power of Attorney
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8, with any amendment or amendments thereto,
as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement in
connection with the offering by the Company of 4,000,000 shares of the
Company's common stock, par value $.10 per share, and associated preferred
stock purchase rights, pursuant to the 1994 Long-Term Incentive Plan of the
Company.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Karl
E. Elers, Kenneth R. Werneburg and Robert J. Quinn, and each of them severally,
his true and lawful attorneys-in-fact and agents with power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto and all instruments necessary or incidental in connection therewith and
to file the same with the Commission. Each of such attorneys-in-fact and
agents shall have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of such attorneys-in-fact and agent and
each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 14th day of April, 1994.
/s/ Delo H. Caspary
<PAGE> 3
BATTLE MOUNTAIN GOLD COMPANY
Power of Attorney
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8, with any amendment or amendments thereto,
as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement in
connection with the offering by the Company of 4,000,000 shares of the
Company's common stock, par value $.10 per share, and associated preferred
stock purchase rights, pursuant to the 1994 Long-Term Incentive Plan of the
Company.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Karl
E. Elers, Kenneth R. Werneburg and Robert J. Quinn, and each of them severally,
his true and lawful attorneys-in-fact and agents with power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto and all instruments necessary or incidental in connection therewith and
to file the same with the Commission. Each of such attorneys-in-fact and
agents shall have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of such attorneys-in-fact and agent and
each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 4th day of April, 1994.
/s/ Charles E. Childers
<PAGE> 4
BATTLE MOUNTAIN GOLD COMPANY
Power of Attorney
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8, with any amendment or amendments thereto,
as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement in
connection with the offering by the Company of 4,000,000 shares of the
Company's common stock, par value $.10 per share, and associated preferred
stock purchase rights, pursuant to the 1994 Long-Term Incentive Plan of the
Company.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Karl
E. Elers, Kenneth R. Werneburg and Robert J. Quinn, and each of them severally,
his true and lawful attorneys-in-fact and agents with power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto and all instruments necessary or incidental in connection therewith and
to file the same with the Commission. Each of such attorneys-in-fact and
agents shall have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of such attorneys-in-fact and agent and
each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 21st day of April, 1994.
/s/ Jack R. Crosby
<PAGE> 5
BATTLE MOUNTAIN GOLD COMPANY
Power of Attorney
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8, with any amendment or amendments thereto,
as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement in
connection with the offering by the Company of 4,000,000 shares of the
Company's common stock, par value $.10 per share, and associated preferred
stock purchase rights, pursuant to the 1994 Long-Term Incentive Plan of the
Company.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Karl
E. Elers, Kenneth R. Werneburg and Robert J. Quinn, and each of them severally,
his true and lawful attorneys-in-fact and agents with power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto and all instruments necessary or incidental in connection therewith and
to file the same with the Commission. Each of such attorneys-in-fact and
agents shall have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of such attorneys-in-fact and agent and
each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 13th day of April, 1994.
/s/ James H. Elder, Jr.
<PAGE> 6
BATTLE MOUNTAIN GOLD COMPANY
Power of Attorney
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8, with any amendment or amendments thereto,
as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement in
connection with the offering by the Company of 4,000,000 shares of the
Company's common stock, par value $.10 per share, and associated preferred
stock purchase rights, pursuant to the 1994 Long-Term Incentive Plan of the
Company.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Karl
E. Elers, Kenneth R. Werneburg and Robert J. Quinn, and each of them severally,
his true and lawful attorneys-in-fact and agents with power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto and all instruments necessary or incidental in connection therewith and
to file the same with the Commission. Each of such attorneys-in-fact and
agents shall have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of such attorneys-in-fact and agent and
each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 21st day of April, 1994.
/s/ Rodney L. Gray
<PAGE> 7
BATTLE MOUNTAIN GOLD COMPANY
Power of Attorney
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8, with any amendment or amendments thereto,
as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement in
connection with the offering by the Company of 4,000,000 shares of the
Company's common stock, par value $.10 per share, and associated preferred
stock purchase rights, pursuant to the 1994 Long-Term Incentive Plan of the
Company.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Karl
E. Elers, Kenneth R. Werneburg and Robert J. Quinn, and each of them severally,
his true and lawful attorneys-in-fact and agents with power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto and all instruments necessary or incidental in connection therewith and
to file the same with the Commission. Each of such attorneys-in-fact and
agents shall have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of such attorneys-in-fact and agent and
each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 21st day of April, 1994.
/s/ J. Hugh Liedtke
<PAGE> 8
BATTLE MOUNTAIN GOLD COMPANY
Power of Attorney
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8, with any amendment or amendments thereto,
as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement in
connection with the offering by the Company of 4,000,000 shares of the
Company's common stock, par value $.10 per share, and associated preferred
stock purchase rights, pursuant to the 1994 Long-Term Incentive Plan of the
Company.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Karl
E. Elers, Kenneth R. Werneburg and Robert J. Quinn, and each of them severally,
his true and lawful attorneys-in-fact and agents with power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto and all instruments necessary or incidental in connection therewith and
to file the same with the Commission. Each of such attorneys-in-fact and
agents shall have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of such attorneys-in-fact and agent and
each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 13th day of April, 1994.
/s/ Ted H. Pate
<PAGE> 9
BATTLE MOUNTAIN GOLD COMPANY
Power of Attorney
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8, with any amendment or amendments thereto,
as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement in
connection with the offering by the Company of 4,000,000 shares of the
Company's common stock, par value $.10 per share, and associated preferred
stock purchase rights, pursuant to the 1994 Long-Term Incentive Plan of the
Company.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Karl
E. Elers, Kenneth R. Werneburg and Robert J. Quinn, and each of them severally,
his true and lawful attorneys-in-fact and agents with power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto and all instruments necessary or incidental in connection therewith and
to file the same with the Commission. Each of such attorneys-in-fact and
agents shall have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of such attorneys-in-fact and agent and
each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 21st day of April, 1994.
/s/ Kenneth R. Werneburg
<PAGE> 10
BATTLE MOUNTAIN GOLD COMPANY
Power of Attorney
WHEREAS, BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8, with any amendment or amendments thereto,
as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement in
connection with the offering by the Company of 4,000,000 shares of the
Company's common stock, par value $.10 per share, and associated preferred
stock purchase rights, pursuant to the 1994 Long-Term Incentive Plan of the
Company.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Karl
E. Elers, Kenneth R. Werneburg and Robert J. Quinn, and each of them severally,
his true and lawful attorneys-in-fact and agents with power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto and all instruments necessary or incidental in connection therewith and
to file the same with the Commission. Each of such attorneys-in-fact and
agents shall have full power and authority to do and perform in the name and on
behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of such attorneys-in-fact and agent and
each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 21st day of April, 1994.
/s/ William A. Wise
