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As filed with the Securities and Exchange Commission on ___________, 2000
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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GLAMIS GOLD LTD.
(Exact name of Registrant as specified in its charter)
BRITISH COLUMBIA, CANADA NONE
(State or other jurisdiction of
incorporation or organization) (I.R.S.. Employer Identification No.)
5190 NEIL ROAD, SUITE 310
RENO, NEVADA 89502
(Address of principal executive offices, including zip code)
AMENDED INCENTIVE SHARE PURCHASE OPTION PLAN
(Full title of the plans)
CHARLES A. JEANNES
SENIOR VICE-PRESIDENT, ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
5190 NEIL ROAD, SUITE 310
RENO, NEVADA 89502
(702) 827-4600
(Name, address and telephone number, including area code, of agent for service)
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COPY TO:
G. BARRY FINLAYSON
LANG MICHENER LAWRENCE & SHAW
1500-1055 WEST GEORGIA STREET
P.O. BOX 11117
VANCOUVER, BRITISH COLUMBIA, V6E 4N7
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
NUMBER TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Shares, without par value, subject to outstanding 865,000 U.S.$1.76 to U.S. $1,682,111 (2) U.S. $468 (2)
options U.S.$2.03 (2)
Common Shares without par value not subject to 1,151,800 U.S.$2.00 (3) U.S.$2,303,600 (3) U.S.$640 (3)
outstanding options
Common Shares without par value, subject to outstanding 1,556,500 N/A N/A 0(4)
options
Common Shares without par value net subject to 203,000 N/A N/A 0(4)
outstanding options
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the Registrant's Amended Incentive Share Purchase Option Plan as the
result of any future stock split, stock dividend or similar adjustment of
the Registrant's outstanding common shares.
(2) Based on the exercise prices of options granted as of the date of this
Registration Statement. The prices of the options have been converted
from Canadian dollars to U.S. dollars on the exchange rate of Cdn$1.4785
per U.S.$1.00 (based upon the normal buying rate as reported by the
Federal Reserve Bank of New York on June 2, 2000).
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to rule 457(h) under the Securities Act of 1933, as amended. The
proposed offering price and calculation of the registration fee is based
on a share price of U.S.$2.00, which was the average of the high and low
trade prices for the Registrant's common shares on June 13, 2000 as
reported on the New York Stock Exchange, Inc.
(4) These Common shares were originally registered on the Registrant's
Registration Statement on Form S-8, registration number 333-00936, filed
with the Securities and Exchange Commission on January 31, 1996 (the
"Prior Statement"); accordingly, the registration fee in respect of such
Common Shares was paid at the time of the original filing and pursuant to
rule 429 under the Securities Act of 1933, as amended, are not applicable
for this Registration Statement.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Certain portions of the Prior Statement are incorporated by reference as set
forth below. The purpose of this Registration Statement is to register 2,016,800
common shares of the Registrant, which are in addition to the 1,759,500 common
shares which remain subject to the Registrant's Amended Incentive Share purchase
Option Plan dated for reference September 30, 1995, which Common Shares were
registered pursuant to the Prior Statement.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of Item 3 of the Prior Statement are herein incorporated by
reference.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the date
hereof and prior to the filing of a post-effective amendment which indicates
that the securities offered hereby have been sold or which deregisters the
securities covered hereby then remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof commencing on the respective dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The contents of Item 6 of the Prior Statement are herein incorporated by
reference.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
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<CAPTION>
Exhibit Number Description
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<S> <C> <C>
5.1 Opinion of Lang Michener Lawrence & Shaw regarding legality of the Common Shares being registered
23.1 Consent of KPMG LLP, Chartered Accountants
23.2 Consent of Lang Michener Lawrence & Shaw (included in opinion filed as Exhibit 5.1)
23.3 Consent of Mine Reserve Associates, Inc., Professional Engineer
24.1 Power of Attorney (see signature page)
99.1 Amended Incentive Share Purchase Option Plan dated for reference September 30, 1995
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ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
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(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which is
registered) and any deviation from the low or high end of the estimate
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement; and
(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;
provided, however, that paragraphs (1)(i) and (1)(ii) above 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 Registrant 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits 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
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defence of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Reno, State of Nevada, on the 19th day of June, 2000.
GLAMIS GOLD LTD.
(signed) "C. Kevin McArthur"
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By: C. Kevin McArthur
President, Chief Executive Officer and Director
Each person whose individual signature appears below hereby authorizes C. Kevin
McArthur and Daniel J. Forbush, or either of them, as attorneys-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
post-effective amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities indicated below on
the 19th day of June, 2000.
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<CAPTION>
SIGNATURE TITLE
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(signed) "C. Kevin McArthur" President, Chief Executive Officer, Director and Authorized Representative in
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C. Kevin McArthur the United States (Principal Executive Officer)
(signed) "Cheryl S. Maher" Vice President Finance, Chief Financial Officer and Treasurer (Principal
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Cheryl S. Maher Financial and Accounting Officer)
(signed) "A. Dan Rovig" Chairman of the Board and Director
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A. Dan Rovig
(signed) "James R. Billingsley" Director
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James R. Billingsley
(signed) "Ian S. Davidson" Director
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Ian S. Davidson
(signed) "Jean Depatie" Director
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Jean Depatie
(signed) "Kenneth F. Williamson" Director
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Kenneth F. Williamson
(signed) "Leonard Harris" Director
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Leonard Harris
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<S> <C> <C>
5.1 Opinion of Lang Michener Lawrence & Shaw regarding legality of the Common Shares being registered
23.1 Consent of KPMG LLP, Chartered Accountants
23.2 Consent of Lang Michener Lawrence & Shaw (included in opinion filed as Exhibit 5.1)
23.3 Consent of Mine Reserve Associates, Inc., Professional Engineer
24.1 Power of Attorney (see signature page)
99.1 Amended Incentive Share Purchase Option Plan dated for reference September 30, 1995
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