As filed in the Securities and Exchange Commission on May 1, 1998
Registration. 333-
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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
HOUSTON, TEXAS 77002-4103
(Address of Principal Executive Offices) (Zip Code)
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AMENDED AND RESTATED
1994 LONG-TERM INCENTIVE PLAN
OF
BATTLE MOUNTAIN GOLD COMPANY
(Full title of the plan)
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GREG V. ETTER
GENERAL COUNSEL AND SECRETARY
BATTLE MOUNTAIN GOLD COMPANY
333 CLAY STREET, 42ND FLOOR
HOUSTON, TEXAS 77002-4103
(Name and address of agent for service)
(713) 650-6400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
maximum Proposed
Title of offering maximum Amount of
securities to Amount to be price per aggregate registration
be registered registered share offering price fee
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Common Stock,
par value $0.10
per share (1) 6,000,000 $6.85 (2) $41,100,000 (2) $12,125
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(1) Includes the preferred stock purchase rights associated with the Common
Stock.
(2) 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
of the Common Stock, as reported on the New York Stock Exchange Composite
Tape on April 28, 1998.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the same employee benefit plan is effective. Pursuant to General
Instruction E to Form S-8, the contents of the earlier Registration Statement on
Form S-8 (Registration No. 33-53195) of Battle Mountain Gold Company are hereby
incorporated by reference.
EXPERTS
The audited Consolidated Financial Statements and schedules of the
Company incorporated in this Registration Statement by reference to the
Company's annual report on Form 10-K for the year ended December 31, 1997,
except as they relate to the consolidated financial statements of Hemlo Gold
Mines Inc. for the year ended December 31, 1995, have been so incorporated in
reliance on the report of Price Waterhouse, LLP, independent accountants, and
insofar as they relate to Hemlo Gold Mines Inc., as of and for the year ended
December 31, 1995, on the report of Ernst & Young, independent chartered
accountants, given on the authority of such firms as experts in auditing and
accounting.
The audited Financial Statements of Lihir Gold Limited incorporated
in this Registration Statement by reference to Amendment No. 1 to the Company's
annual report on Form 10-K for the year ended December 31, 1996, have been so
incorporated in reliance upon the report of Coopers & Lybrand, independant
accountants, given on the authority of such firm as experts in auditing and
accounting.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit
Number Description
5 Opinion of Greg V. Etter, General Counsel and Secretary of Battle
Mountain.
23(a) Consent of Price Waterhouse LLP, independent accountants.
23(b) Consent of Ernst & Young, Chartered Accountants.
23(c) Consent of Coopers & Lybrand, independent accountants.
23(d) Consent of Greg V. Etter, General Counsel of Battle Mountain
(included in Exhibit 5).
24 Power of Attorney
<PAGE>
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 Toronto, Province of Ontario, Canada, on April 27,
1998
BATTLE MOUNTAIN GOLD COMPANY
By /s/ Ian D. Bayer
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Ian D. Bayer, 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/ IAN D. BAYER Chief Executive Officer April 27, 1998
- ----------------- (Principal Executive Officer)
Ian D. Bayer and Director
/s/ PHILLIPS S. BAKER, JR. Vice President and Chief Financial April 27, 1998
- -------------------------- Officer (Principal Financial Officer)
Phillips S. Baker, Jr.
/s/ JEFFERY L. POWERS Vice President and Controller April 27, 1998
- --------------------- (Principal Accounting Officer)
Jeffrey L. Powers
* Director April 27, 1998
- ---------------------
Douglas J. Bourne
* Director April 27, 1998
- ---------------------
David L. Bumstead
* Director April 27, 1998
- ---------------------
Delo H. Caspary
* Director April 27, 1998
- ---------------------
Charles E. Childers
* Director April 27, 1998
- ---------------------
Karl E. Elers
* Director April 27, 1998
- ---------------------
David W. Kerr
<PAGE>
* Director April 27, 1998
- ---------------------
James W. McCutcheon, Q.C.
* Director April 27, 1998
- ---------------------
Mary Mogford
* Director April 27, 1998
- ---------------------
William A. Wise
*By: /s/ Ian D. Bayer |
---------------- |
Ian D. Bayer |
|
*By: /s/ Douglas J. Bourne |
---------------- | Attorney-in-fact, April 27, 1998
Douglas J. Bourne | acting together
|
*By: /s/ Karl E. Elers |
---------------- |
Karl E. Elers |
</TABLE>
<PAGE>
EXHIBIT INDEX
5 Opinion of Greg V. Etter, General Counsel of Battle Mountain.
23(a) Consent of Price Waterhouse LLP, independent accountants.
23(b) Consent of Ernst & Young, Chartered Accountants.
23(c) Consent of Coopers & Lybrand, independent accountants.
23(d) Consent of Greg V. Etter, General Counsel of Battle Mountain
(included in Exhibit 5).
24 Power of Attorney
EXHIBIT 5
April 8, 1998
Battle Mountain Gold Company
333 Clay Street, 42nd Floor
Houston, Texas 77002
Re: Stock Option Plan
Dear Sirs:
I have acted as Counsel for Battle Mountain Gold Company, a Nevada
corporation (the "Company"), in connection with the registration of 6,000,000
shares of Common Stock, par value $.10 per share (the "Common Stock"), of the
Company pursuant to the Amended and Restated 1994 Long-Term Incentive Plan (the
"Plan").
In connection therewith, I have examined among other things, the Articles
of incorporation and the Bylaws of the Company, and the relevant corporate
proceedings with respect to the registration statement on Form S-8 to be filed
by the Company with the Securities and Exchange Commission for the registration
of the Common Stock under the Securities Act of 1993, as amended (the
"Registration Statement").
Based on the foregoing, and having regard for such legal considerations as
I have deemed relevant, I am of the opinion that the shares of Common Stock to
be issued by the Company, when issued in accordance with the Plan, subject to
the Registration Statement becoming effective under the Securities Act of 1933,
as amended, and to compliance with applicable Blue Sky laws, will be legally
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to me under "Interests of Named
Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Greg V. Etter
Greg V. Etter
General Counsel
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 20, 1998 appearing on page 51
of Battle Mountain Gold Company's Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the reference to us under the heading
"Experts" in this Registration Statement.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Houston, Texas
April 27, 1998
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 8, 1996 appearing on page 52
of Battle Mountain Gold Company's Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the reference to us under the heading
"Experts" in this Registration Statement.
/s/ ERNST & YOUNG
Chartered Accountants
Toronto, Canada
April 27, 1998
EXHIBIT 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Battle Mountain Gold Company on Form S-8 and the related prospectus
of our report dated March 13, 1997, on our audit of the financial statements of
Lihir Gold Limited as of December 31, 1996, and for the year then ended, which
report is included in Form 10-K/A for the year ended December 31, 1996. We also
consent to the reference to our firm under the caption "Experts".
/s/ COOPERS & LYBRAND
Coopers & Lybrand
Port Moresby, Papua New Guinea
April 29, 1998
BATTLE MOUNTAIN GOLD COMPANY
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Ian D. Bayer, Douglas J. Bourne and Karl E. Elers, acting together, his
or her true and lawful attorneys-in-fact and agents for him or her and in his
or her name, place and stead, in any and all capacities, in connection with any
outstanding securities of Battle Mountain Gold Company (the "Company"), or any
public offering or other issuance of any securities of the Company authorized by
the Board of Directors of the Company, or by the Executive Committee thereof
pursuant to due authorization by such Board, (1) to execute and file, or cause
to be filed, with the United States Securities and Exchange Commission (the
"Commission"), (A)(other than a shelf registration statement on Form S-3 or a
business combination registration statement on Form S-4) Registration Statements
and any all amendments (including post-effective amendments) thereto and to
file, or cause to be filed, all exhibits thereto and other documents in
connection therewith as required by the Commission in connection with such
registration under the Securities Act of 1933, as amended and (B) (other than
the Company's Annual Report filed on Form 10-K) any report or other document
required to be filed by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended, (2) to execute and file, or cause
to be filed, any application for registration or exemption therefrom, any report
or other any other document required to be filed by the Company under the Blue
Sky or securities law of any of the United States and to furnish any other
information required in connection therewith, (3) to execute and file, or cause
to be filed, any application for registration or exemption therefrom under the
securities laws of any jurisdiction outside the United States, including any
reports or other documents required to be filed subsequent to the issuance of
such securities, and (4) to execute and file, or cause to be filed, any
application for listing such securities on the New York Stock Exchange, or any
other securities exchange in any other jurisdiction where any such securities
are proposed to be sold, granting to such attorneys-in-fact and agents, acting
together, full power and authority to do and perform each and every act required
to be done as he or she might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, acting together, may
lawfully do or cause to be done by virtue of this power of attorney.
Each person whose signature appears below may at any time revoke this
power of attorney as to himself of herself only by an instrument in writings
specifying that this power of attorney is revoked as to him or her as of the
date of execution of such instument or at a subsequent specified date. This
power of attorney shall be revoked automatically with respect to any person
whose signature appears below effective on the date he or she ceases to be a
member of the Board of Directors or an officer of the Company. Any revocation
hereof shall not void or otherwise affect any acts performed by any
attorney-in-fact and agent named herein pusuant to this power of attorney prior
to the effective of such revocation.
<PAGE>
Dated: April 27, 1998
/s/ Ian D. Bayer
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Ian D. Bayer
/s/ Douglas J. Bourne
-----------------------------
Douglas J. Bourne
/s/ David L. Bumstead
-----------------------------
David L. Bumstead
/s/ Delo H. Caspary
-----------------------------
Delo H. Caspary
/s/ Charles E. Childers
-----------------------------
Charles E. Childers
/s/ Karl E. Elers
-----------------------------
Karl E. Elers
/s/ David W. Kerr
-----------------------------
David W. Kerr
/s/ Mary Mogford
-----------------------------
Mary Mogford
/s/ James W. McCutcheon, Q.C.
-----------------------------
James W. McCutcheon, Q.C.
/s/ William A. Wise
-----------------------------
William A. Wise
