SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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BATTLE MOUNTAIN GOLD COMPANY
(Exact name of registrant as specified in its charter)
NEVADA 76-0151431
(State of incorporation or organization) (I.R.S. Employer Identification No.)
333 CLAY STREET, 42ND FLOOR
HOUSTON, TEXAS 77002-4103
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Rights to Purchase
Preferred Stock New York Stock Exchange
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Item 1 of the Form 8-A of the Registrant is hereby amended to read in
its entirety as follows:
On November 10, 1988, the Board of Directors of Battle Mountain Gold
Company, a Nevada corporation (the "Company"), declared a dividend of one Right
(a "Right") for each outstanding share of the Company's Common Stock, par value
$0.10 per share (the "Common Stock"), to stockholders of record at the close of
business on November 21, 1988. Each Right entitles the registered holder to
purchase from the Company a unit consisting of one one-hundredth of a share (a
"Unit") of the Company's Series A Junior Participating Preferred Stock, par
value $1.00 per share (the "Series A Preferred Stock"), at a purchase price of
U.S.$60 per Unit, subject to adjustment (the "Unit Purchase Price"). The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") dated as of November 10, 1988, as amended and restated as of
July 19, 1996, between the Company and the Bank of New York, as rights agent
(the "Rights Agreement").
The Rights are now attached to all Common Stock certificates
representing outstanding shares, and no separate Rights Certificates have been
distributed. The Rights will separate from the Common Stock and a "Distribution
Date" will occur upon the earlier of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial ownership of
20 percent or more of the outstanding shares of Common Stock (the date of the
announcement being the "Stock Acquisition Date") or (ii) 10 business days (or
such later date as may be determined by the Company's Board of Directors before
the Distribution Date occurs) following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning 30
percent or more of such outstanding shares of Common Stock. The Rights Agreement
provides that Noranda Inc., an Ontario corporation ("Noranda"), will not be an
Acquiring Person solely as a result of becoming the beneficial owner of
exchangeable shares (the "Exchangeable Shares") of Battle Mountain Canada Ltd.,
an Ontario corporation ("Battle Mountain Canada"), upon consummation of the
arrangement referred to in the Combination Agreement dated as of March 11, 1996
by and between the Company and Hemlo Gold Mines Inc. (the former name of Battle
Mountain Canada), as amended and restated, or Common Stock acquired in exchange
therefor unless and until it or any of its affiliates or associates purchase or
otherwise become the beneficial owner of any additional shares of Common Stock
or any other person or persons who is (or collectively are) the beneficial
owners of any shares of Common Stock become an affiliate or associate of Noranda
unless (x) in either such case, Noranda, together with all of its affiliates or
associates, is not then the beneficial owner of 20 percent or more of the shares
of Common Stock then outstanding or (y) in case Noranda becomes the beneficial
owner of such additional shares as a result of the acquisition by it of another
person or of another person who is such a beneficial owner becoming an affiliate
or associate of Noranda as a result of a bona fide transaction undertaken
primarily for another purpose not related to the acquisition of beneficial
ownership of shares of Common Stock and not for any purpose with any effect of
changing or influencing control of the Company, Noranda (or such affiliate or
associate) promptly divests or causes to be divested such additional shares. The
Rights Agreement
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further provides certain exceptions from the definition of Acquiring Person,
conditional on prompt divestiture. For purposes of the Rights, beneficial
ownership of Exchangeable Shares is treated as beneficial ownership of Common
Stock and calculations of percentage ownership, the number of shares outstanding
and related provisions are made on a basis that treats the Common Stock and
Exchangeable Shares as though they are the same security.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on November 10, 1998, unless earlier redeemed by
the Company as described below. Until the Distribution Date, (a) the Rights will
be evidenced by the Common Stock certificates (together with a copy of a Summary
of Rights to Purchase Preferred Stock or bearing the notation referred to below)
and will be transferred with and only with such Common Stock certificates, (b)
new Common Stock certificates issued after November 21, 1988 will contain a
notation incorporating the Rights Agreement by reference and (c) the surrender
for transfer of any certificate for Common Stock outstanding (with or without a
copy of a Summary of Rights to Purchase Preferred Stock) will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Common Stock as of the close
of business on the Distribution Date and, from and after the Distribution Date,
the separate Rights Certificates alone will represent the Rights. All shares of
Common Stock issued prior to the Distribution Date will be issued with Rights.
Shares of Common Stock issued after the Distribution Date will be issued with
Rights if such shares are issued pursuant to the exercise of stock options or
under an employee benefit plan. Except as otherwise determined by the Board of
Directors, no other shares of Common Stock issued after the Distribution Date
will be issued with Rights.
In the event that (i) the Company is the surviving corporation in a
merger with an Acquiring Person and the Common Stock is not changed or
exchanged, (ii) a person becomes the beneficial owner of 30 percent or more of
the then outstanding shares of Common Stock (except pursuant to a tender or
exchange offer for all outstanding shares of Common Stock at a price and on
terms that a majority of the independent directors of the Company determines to
be fair to and otherwise in the best interests of the Company and its
stockholders), (iii) an Acquiring Person engages in one or more "self-dealing"
transactions as set forth in the Rights Agreement or (iv) during such time as
there is an Acquiring Person, an event involving the Company or a subsidiary of
the Company occurs that results in such Acquiring Person's ownership interest
being increased by more than one percent (E.G., a reverse stock split), at any
time following the Distribution Date, each holder of a Right will thereafter
have the right to receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to two times the exercise price of the Right. The exercise price is the
Unit Purchase Price multiplied by the number of Units issuable upon exercise of
the Right prior to the event described in this paragraph (initially, one).
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person (or by certain related parties) will be null and void. However,
Rights are not exercisable following the occurrence of any of the events set
forth above until such time as the Rights are no longer redeemable by the
Company as set forth below.
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For example, at an exercise price of $60 per Right, each Right not owned
by an Acquiring Person (or by certain related parties) following an event set
forth in the preceding paragraph would entitle its holder to purchase $120 worth
of Common Stock (or other consideration, as noted above) for $60. Assuming that
the Common Stock had a per share value of $15 at such time, the holder of each
valid Right would be entitled to purchase 8 shares of Common Stock for $60.
In the event that, on or after the Stock Acquisition Date, (i) the
Company is acquired in a merger or other business combination transaction (other
than a merger described in the second preceding paragraph or a merger which
follows an offer described in the second preceding paragraph) or (ii) 50 percent
or more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set forth
above) will thereafter have the right to receive, upon exercise, common stock of
the acquiring company having a value equal to two times the exercise price of
the Right. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events".
The Unit Purchase Price payable, and the number of Units of Series A
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Series A Preferred Stock, (ii) if holders of the Series
A Preferred Stock are granted certain rights or warrants to subscribe for Series
A Preferred Stock or convertible securities at less than the current market
price of the Series A Preferred Stock, or (iii) upon the distribution to holders
of the Series A Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Unit Purchase Price will
be required until cumulative adjustments amount to at least 1 percent of the
Unit Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Series A
Preferred Stock on the last trading date prior to the date of exercise.
At any time until 10 days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of U.S.$0.01
per Right, payable, at the option of the Company, in cash, shares of Common
Stock or such other consideration as the Board of Directors may determine. After
the redemption period has expired, the Company's right of redemption may be
reinstated prior to the occurrence of any Triggering Event if (i) each Acquiring
Person reduces his beneficial ownership to 10 percent or less of the outstanding
shares of Common Stock in a transaction or series of transactions not involving
the Company and (ii) there are no other Acquiring Persons. Immediately upon the
action of the Board of Directors ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will be to receive
the $.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will most
likely not be taxable to stockholders or to the Company,
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stockholders may, depending upon the circumstances, recognize taxable income in
the event that the Rights become exercisable for Common Stock (or other
consideration) or for the common stock of the acquiring company as set forth
above.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, defect or inconsistency, to
make changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen any
time period under the Rights Agreement; PROVIDED, HOWEVER, that no amendment to
adjust the time period governing redemption shall be made at such time as the
Rights are not redeemable.
Any shares of Series A Preferred Stock that may be issued upon exercise
of the Rights will be nonredeemable. The holders of shares of Series A Preferred
Stock will be entitled to receive, when, as and if declared, a preferential
quarterly dividend in an amount per share effectively equal to the greater of
U.S.$2.00 per share or 100 times any cash or noncash dividend or other
distribution declared on the Common Stock (other than dividends payable in
shares of Common Stock), in like kind. In the event of liquidation, the holders
of the Series A Preferred Stock will be entitled to receive a liquidation
payment per share in an amount effectively equal to the greater of U.S.$100 per
share or 100 times the per share amount distributed to holders of Common Stock.
In the event of any merger, consolidation or other transaction in which shares
of Common Stock are exchanged, the holder of the shares of Series A Preferred
Stock will be entitled to receive per share 100 times the amount received per
share of Common Stock. Holders of Series A Preferred Stock will have 100 votes
per share of Series A Preferred Stock and, except as otherwise provided in the
Company's Restated Articles of Incorporation, as amended, or required by law,
will vote together with holders of Common Stock as a single class. The rights of
the Series A Preferred Stock as to dividends, liquidation and voting are
protected by antidilution provisions. Whenever dividend payments on the Series A
Preferred Stock are in arrears, the Company will not (i) purchase or redeem any
shares of Series A Preferred Stock or shares ranking on a parity with respect to
the Series A Preferred Stock except in accordance with a purchase offer to all
holders, (ii) declare or pay dividends on or purchase or redeem any shares of
stock ranking junior to the Series A Preferred Stock or (iii) declare or pay
dividends on or purchase or redeem any shares of stock ranking on a parity with
the Series A Preferred Stock except dividends paid ratably on the Series A
Preferred Stock and all such parity stock and except purchases or redemptions of
such parity stock in exchange for junior stock. If dividend payments on the
Series A Preferred Stock are in arrears for six quarters, the holders of the
Series A Preferred Stock (altogether with holders of any other preferred stock
of the Company with similar rights) will have the right to elect two additional
directors of the Company.
The Rights may have certain antitakeover effects, including deterring
someone from acquiring control of the Company in a manner or on terms not
approved by the Board of Directors of the Company. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors of the Company.
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The Rights Agreement specifying the terms of the Rights, which includes
as exhibits the form of Resolution Establishing Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock setting forth the terms
of the Series A Preferred Stock, the form of Rights Certificate and the Summary
or Rights to Purchase Preferred Stock, is attached hereto as an exhibit and
incorporated hereby by reference. This summary description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement.
ITEM 2. EXHIBITS
Item 2 of the Form 8-A of the Registrant is hereby amended to read in
its entirety as follows:
*4(a) Certificate of Amendment of Certificate of Resolution
Establishing Designation, Preferences and Rights of Series A
Junior participating Preferred Stock (Exhibit 4(c) to the
Company's Current Report on Form 8-K dated July 19, 1996; File
No.
1-9666).
*4(b) Rights Agreement, dated November 10, 1988, as amended and
restated as of July 19, 1996, between the Company and The Bank of
New York, as Rights Agent (Exhibit 4(e) to the Company's Current
Report on Form 8-K dated July 19, 1996; File No. 1- 9666).
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*Incorporated by reference as indicated pursuant to Rule 12b-32.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
BATTLE MOUNTAIN GOLD COMPANY
Date: August 26, 1996 By:/s/ ROBERT J. QUINN
Robert J. Quinn
Vice President and
General Counsel
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