Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEWMONT GOLD COMPANY
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1700 LINCOLN STREET 13-2526632
(State or other jurisdiction of) DENVER, COLORADO 80203 (I.R.S. Employer
incorporation or organization) (303) 863-7414 Identification No.)
(Address of principal executive offices)
</TABLE>
NEWMONT GOLD COMPANY
DIRECTORS' STOCK AWARD PLAN
(Full Title of Plan)
TIMOTHY J. SCHMITT, ESQ.
NEWMONT GOLD COMPANY
1700 LINCOLN STREET
DENVER, COLORADO 80203
(303) 863-7414
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
<PAGE>
MAUREEN BRUNDAGE, ESQ.
WHITE & CASE
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum
Proposed maximum aggregate
Title of each class of Amount to be offering price offering Amount of
securities to be registered registered per share <F1> price <F1> registration fee
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value...... 45,000 $41.26 $1,856,475.00 $64O.16
<F1> Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) and 457(c) under the
Securities Act of 1933, based upon the average of the high and low prices of the Common Stock as reported on the New York
Stock Exchange, Inc. on September 5, 1995.
</TABLE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement, which together constitute the prospectus to be used
for offers of up to 32,500 shares of common stock, par value $0.01 per share
("Common Stock"), of Newmont Gold Company (the "Company") to be issued
pursuant to the Company's Directors' Stock Award Plan (the "Plan"), will be
sent or given to participants as specified by Rule 428(b)(1). Such documents
are not required to be and are not filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
The following reoffer prospectus filed as part of this Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used for
reofferings and resales of up to 12,500 shares of Common Stock which shares
were acquired by certain non-employee directors of the Company under the Plan.
The Registrant satisfies the registrant requirements for use of Form S-3.
NEWMONT GOLD COMPANY
12,500 SHARES OF
COMMON STOCK
($0.01 PAR VALUE)
<PAGE>
This Prospectus relates to 12,500 shares (the "Shares") of common
stock, par value $0.01 per share (the "Common Stock"), of Newmont Gold Company
("Newmont Gold" or the "Company") which may be offered from time to time by
certain non-employee directors of the Company named herein (the "Selling
Stockholders"). The Shares have been acquired by the Selling Stockholders
from the Company in transactions not involving a public offering within the
meaning of Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to the Company's Directors' Stock Award Plan (the
"Plan"). The Selling Stockholders also may be deemed to be affiliates of the
Company (as defined in Rule 405 of the Securities Act). See "Selling
Stockholders." The Company will not receive any proceeds from the sale of the
Shares by the Selling Stockholders.
The Shares may be sold from time to time to purchasers directly by
the Selling Stockholders. Alternatively, the Selling Stockholders may sell
the Shares in one or more transactions (which may involve one or more block
transactions) on the New York Stock Exchange or the Paris Bourse, in sales
occurring in the public market off such exchanges, in separately negotiated
transactions, or in a combination of such transactions; each sale may be made
either at market prices prevailing at the time of such sale or at negotiated
prices; some or all of the Shares may be sold through brokers acting on behalf
of each Selling Stockholder or to dealers for resale by such dealers; and in
connection with such sales, such brokers or dealers may receive compensation
in the form of discounts or commissions from each Selling Stockholder and/or
the purchasers of such Shares for whom they may act as broker or agent (which
discounts or commissions are not anticipated to exceed those customary in the
types of transactions involved). All expenses of registration incurred in
connection with this offering are being borne by the Company, but all
brokerage commissions and other expenses incurred by each Selling Stockholder
will be payable by such Selling Stockholder. See "Plan of Distribution."
The Selling Stockholders and any dealer participating in the
distribution of any Shares or any broker executing selling orders on behalf of
the Selling Stockholders may be deemed to be "underwriters" within the meaning
of the Securities Act, in which case any profit on the sale of any or all of
the Shares by the Selling Stockholders and any discounts or commissions
received by any such brokers or dealers may be deemed to be underwriting
discounts and commissions under the Securities Act.
The Common Stock of the Company is listed on the New York Stock
Exchange under the trading symbol "NGC ." The Company's Common Stock also is
listed on the Paris Bourse. The last reported sales price of the Common Stock
as reported on the New York Stock Exchange Composite Tape on August 30, 1995
was $41.375 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 8, 1995
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INFORMATION INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . 2
<PAGE>
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . 5
DESCRIPTION OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . 5
DESCRIPTION OF PREFERRED STOCK . . . . . . . . . . . . . . . . . . . . . 6
FEDERAL TAX CONSIDERATIONS AS A
REAL PROPERTY HOLDING CORPORATION . . . . . . . . . . . . . . . . . . . . 8
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . 9
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
SELLING STOCKHOLDERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF
OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the following regional
offices of the Commission: Seven World Trade Center, Suite 1300, New York, New
York 10048; Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained at
prescribed rates by writing to the Commission, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549. Such material can also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005 on which exchange the common stock of the
Company is listed.
This Prospectus constitutes part of a registration statement filed
by the Company with the Commission under the Securities Act. This Prospectus
omits certain of the information contained in the registration statement, and
reference is hereby made to the registration statement and to the exhibits
relating thereto for further information with respect to the Company and the
Shares offered hereby. Any statements contained herein concerning the provi-
sions of any document are not necessarily complete, and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
registration statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
<PAGE>
The Company hereby incorporates by reference in this Prospectus the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995 and June 30, 1995, which have been filed with the Commission. All
documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Shares offered hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document all or a portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING
BENEFICIAL OWNERS, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON
THE REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED
TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUEST FOR SUCH
COPIES SHOULD BE DIRECTED TO THE OFFICE OF THE SECRETARY, NEWMONT GOLD
COMPANY, 1700 LINCOLN STREET, DENVER, COLORADO 80203, TELEPHONE: (303) 863-
7414.
THE COMPANY
Newmont Gold Company (the "Company") is a worldwide company engaged
in gold production, exploration for gold and acquisition of gold properties.
Newmont Mining Corporation owns approximately 89.2% of the common stock, 100%
of the preferred stock and options to purchase additional shares of the common
stock of the Company.
The Company produces gold on the Carlin Trend in Nevada. The
Company also produces gold through a 38% owned venture in Peru, which
commenced operations in August 1993 and a 50% owned venture in Uzbekistan,
which began gold production in July 1995. The Company additionally has an 80%
owned venture in Indonesia, which is scheduled to commence gold production in
early 1996.
The Company incorporated in 1965 under the laws of Delaware,
maintains its principal executive offices at 1700 Lincoln Street, Denver,
Colorado 80203 (telephone: 303-863-7414).
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
the Shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The Selling Stockholders consist of non-employee directors of the
Company and a personal holding company formed by one of the non-employee
directors. Any or all of the Shares listed below under the heading "Shares
Offered" may be offered for sale by the Selling Stockholders pursuant hereto.
Set forth below is the name of each Selling Stockholder, the number of shares
of Common Stock beneficially owned by each Selling Stockholder as of August
<PAGE>
30, 1995, the number of shares of Common Stock that may be offered and sold by
each Selling Stockholder hereunder and the number of shares of Common Stock to
be owned by each Selling Stockholder if all Shares offered hereby by such
Selling Stockholder are sold.
<TABLE>
<CAPTION>
Shares of Common Shares of Common
Stock Owned as of Stock Owned After
Name<F1> August 30, 1995 Shares Offered Offering<F3>
<S> <C> <C> <C>
Rudolph I. J. Agnew<F2> 1,250 1,250 0
J.P. Bolduc<F2> 1,250 1,250 0
Joseph P. Flannery<F2> 1,250 1,250 0
Thomas A. Holmes<F2> 1,250 1,250 0
Robin A. Plumbridge<F2> 1,250 1,250 0
Robert H. Quenon 1,550 1,250 300
Moeen A. Qureshi<F2> 1,250 1,250 0
Michael K. Reilly<F2> 1,250 1,250 0
James V. Taranik 1,350 1,250 100
Wimtwo, Inc.<F4> 1,250 1,250 0
______________
<F1> Each of the persons listed is a non-employee director of the Company.
<F2> Each of these persons is also a non-employee director of NMC.
<F3> Represents less than one percent of the outstanding shares of Common Stock of the Company. In addition, as long as the Plan
remains in effect, each Selling Stockholder will be entitled to receive additional shares of Common Stock pursuant to the Plan as
described below so long as he (or, in the case of Wimtwo, Inc., Mr. Turner) continues to serve as a director of the Company.
<F4> This is a company formed by William I.M. Turner, Jr., as a personal holding company. Mr. Turner is currently a non-employee
director of the Company and of NMC. As of August 30, 1995, Mr. Turner did not own any other shares of Common Stock of the Company.
</TABLE>
The Shares which may be offered from time to time pursuant hereto by
the Selling Stockholders represent shares of Common Stock that were acquired
by the Selling Stockholders under the Plan.
Under the Plan, which became effective on November 16, 1994, each
non-employee director of the Company received on the effective date 625 shares
of Common Stock for service as a director of the Company rendered and to be
rendered in 1994. On the date of the Annual Meeting of Stockholders of the
Company in each year, commencing in 1995, each non-employee director who is
elected or re-elected at such Annual Meeting receives 625 shares of Common
Stock for service as a director previously rendered and to be rendered during
the year in which such Annual Meeting is held. If a person becomes a new non-
employee director either (i) in 1994 but after November 16, or (ii) in any
year subsequent to 1994 but after the Annual Meeting of Stockholders of the
Company held in such year, such director shall receive 625 shares of Common
Stock for accepting his or her directorship and for service to be rendered as
a director until the next Annual Meeting of Stockholders.
<PAGE>
Shares received by a director pursuant to the Plan may not be sold,
transferred, pledged, assigned or otherwise encumbered or disposed of by the
director until the earliest of (a) the expiration of five (5) years after the
date of transfer of such shares to the director, (b) the date the director
ceases to be a director by reason of death or disability, or (c) the later of
(x) the date the director ceases to be a director for any reason other than
death or disability and (y) the expiration of six months after the date of
transfer of such shares to the director.
As of August 30, 1995, the following Selling Stockholders also own
the shares of common stock of NMC listed below:
Name Shares of NMC Common Stock
Rudolph I.J. Agnew 1,248
Joseph P. Flannery 2,745
Thomas A. Holmes 3,017
Robin A. Plumbridge 2,496
Michael K. Reilly 5,000
Wimtwo, Inc./Wimtone, Inc.<F1> 8,000
_____________________
<F1> These are companies formed by William I.M. Turner, Jr., as personal
holding companies. As of August 30, 1995, Mr. Turner does not own any other
shares of Common Stock of NMC.
DESCRIPTION OF CAPITAL STOCK
The authorized capital of the Company consists of 5,000,000 shares
of Preferred Stock, par value $5.00 per share, issuable in series, of which
2,875,000 shares of $5.50 Convertible Preferred Stock, par value $5.00 per
share (the "$5.50 Convertible Preferred Stock"), were issued and outstanding
as of August 30, 1995, and 250,000,000 shares of Common Stock, par value $0.01
per share, of which 96,601,877 were issued and outstanding as of August 30,
1995. All of the outstanding shares of capital stock of the Company are fully
paid and non-assessable. Holders of the Company's capital stock have no
preemptive rights.
DESCRIPTION OF COMMON STOCK
The statements set forth below are summaries of certain provisions
relating to the Common Stock of the Company. These summaries contain all
material provisions, but do not purport to be complete and are subject to, and
are qualified in their entirety by, the provisions of the Company's Restated
Certificate of Incorporation, as amended, a copy of which is an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31, 1994,
which is incorporated herein by reference. Subject to the prior rights as to
dividends of any Preferred Stock which may be outstanding from time to time,
the holders of outstanding shares of Common Stock are entitled to receive
dividends out of assets legally available therefor at such times and in such
amounts as the Board of Directors may from time to time determine.
The shares of Common Stock are neither redeemable nor convertible,
and the holders thereof have no preemptive or subscription rights to purchase
any securities of the Company. Upon the liquidation, dissolution or winding
up of the Company, subject to the prior rights of the holders of any Preferred
Stock which may be outstanding from time to time, the holders of Common Stock
are entitled to receive pro rata the assets of the Company which are legally
available for distribution, after payment of all debts and other liabilities.
<PAGE>
Subject to the voting rights, if any, of any Preferred Stock which
may be outstanding from time to time, all voting rights are vested in the
holders of shares of the Common Stock. Each outstanding share of Common Stock
is entitled to one vote on all matters submitted to a vote of stockholders.
There is no cumulative voting. The Board of Directors is expressly authorized
to adopt, amend or repeal the By-laws of the Company in any manner not
inconsistent with the laws of the State of Delaware or the Restated
Certificate of Incorporation of the Company, subject to the power of the
stockholders to adopt, amend or repeal the By-laws or to limit or restrict the
power of the Board of Directors to adopt, or repeal the By-laws, and the
Company may in its By-laws confer powers and authorities upon its Board of
Directors in addition to those conferred upon it by statute.
The transfer agent and registrar for the Company's Common Stock is
First Chicago Trust Company of New York.
DESCRIPTION OF PREFERRED STOCK
GENERAL
The statements set forth below are summaries of certain provisions
relating to the Preferred Stock of the Company. These summaries contain all
material provisions, but do not purport to be complete and are subject to, and
are qualified in their entirety by, the provisions of the Company's Restated
Certificate of Incorporation, as amended, and the Certificate of Designations
for the $5.50 Convertible Preferred Stock described below, copies of which are
exhibits to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, which is incorporated herein by reference.
The Company's Restated Certificate of Incorporation (the
"Certificate of Incorporation") authorizes the issuance of 5,000,000 shares of
Preferred Stock in one or more series. The Board of Directors has the power
to fix various terms with respect to each series of Preferred Stock, including
voting powers, designations, preferences, the relative, participating and
optional or other rights, qualifications, limitations and restrictions as set
forth in resolutions providing for the issue thereof adopted by the Board of
Directors or a duly authorized commission thereof. The $5.50 Convertible
Preferred Stock is the only series of Preferred Stock that the Board of
Directors of the Company has authorized for issuance by the Company.
$5.50 CONVERTIBLE PREFERRED STOCK
General. As of August 30, 1995, a total of 2,875,000 shares of the
$5.50 Convertible Preferred Stock were issued and outstanding. All of the
outstanding shares of the $5.50 Convertible Preferred Stock are held by NMC.
Ranking. The $5.50 Convertible Preferred Stock ranks senior with
respect to the payment of dividends and the distribution of assets upon
liquidation to any series of Preferred Stock which by its terms is expressly
made junior to the $5.50 Convertible Preferred Stock. The $5.50 Convertible
Preferred Stock will rank on a parity with respect to the payment of dividends
and the distribution of assets upon liquidation with any other series of
Preferred Stock, other than any series of Preferred Stock which by its terms
is expressly made junior thereto.
Dividend Rights. The holders of shares of the $5.50 Convertible
Preferred Stock are entitled to receive, when, as and if declared by the Board
of Directors of the Company, out of funds of the Company legally available for
payment, cumulative dividends at an annual rate of $5.50 per share, payable
quarterly on each March 15, June 15, September 15 and December 15. Dividends
<PAGE>
on the $5.50 Convertible Preferred Stock accrue and are cumulative from
January 1, 1994 and are payable to the holder of record on such respective
record dates as may be fixed by the Board of Directors in advance of the
payment of each dividend.
Unless full cumulative dividends on the $5.50 Convertible Preferred
Stock have been paid, or declared and set aside for payment, no dividends
(other than in Common Stock or any other stock ranking junior to the $5.50
Convertible Preferred Stock as to the distribution of assets and the payment
of dividends) may be paid or declared or other distribution made upon the
Common Stock or on any other stock of the Company ranking junior to the $5.50
Convertible Preferred Stock as to the distribution of assets and the payment
of dividends nor may any Common Stock or any other stock of the Company
ranking junior to the $5.50 Convertible Preferred Stock as to the distribution
of assets and the payment of dividends be redeemed or purchased by the Company
(other than in exchange for Common Stock or any other stock ranking junior to
the $5.50 Convertible Preferred Stock as to the distribution of assets and the
payment of dividends) or any payment made to or available for a sinking fund
for the redemption of any share of such stock.
Voting Rights. Except for the voting rights described below and
except as otherwise provided by law, the holders of shares of $5.50
Convertible Preferred Stock are not entitled to vote on any matter or to
receive notice of, or to participate in, any meeting of stockholders of the
Company. If six quarterly dividends payable on the $5.50 Convertible
Preferred Stock, or on any other Preferred Stock entitled to receive
cumulative dividends, are in default, the number of directors of the Company
will be increased by two and the holders of all outstanding shares of such
cumulative Preferred Stock as to which such default shall exist, voting as a
single class, will be entitled to elect the additional two directors until all
such cumulative dividends have been paid in full or set apart for payment on
each cumulative series then entitled to vote.
Liquidation Rights. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the holders of $5.50
Convertible Preferred Stock will be entitled to receive out of the assets of
the Company available for distribution to stockholders upon liquidation the
sum of $100.00 per share in cash plus accrued and unpaid dividends before any
distribution is made to the holders of the Common Stock or any other stock of
the Company ranking junior to the $5.50 Convertible Preferred Stock as to the
distribution of assets upon liquidation, dissolution or winding up of the
affairs of the Company.
Conversion Rights. Shares of $5.50 Convertible Preferred Stock will
be convertible at any time at the option of the holder thereof into such
number of whole shares of Common Stock as is equal to $100 divided by the
conversion price of $36.395 per share of Common Stock, subject to adjustment
in certain events as provided in the Certificate of Designations for the $5.50
Convertible Preferred Stock.
Optional Redemption. The $5.50 Convertible Preferred Stock will not
be redeemable prior to November 15, 1995. Thereafter the $5.50 Convertible
Preferred Stock may be redeemed, in whole or in part, at the option of the
Company, at a redemption price declining from $103.85 per share for
redemptions occurring on or after November 15, 1995 to $100.00 per share for
redemptions occurring on or after November 15, 2002, plus, in each case,
accrued and unpaid dividends to and including the date fixed for redemption.
Effect of Mergers, Consolidations, Sales and Leases. Except as
otherwise provided in the Certificate of Designations for the $5.50
Convertible Preferred Stock, in the event of any recapitalization of shares of
Common Stock, any consolidation or merger of the Company with or into another
person or any merger of another person into the Company, any sale or transfer
<PAGE>
of all or substantially all of the assets of the Company and its consolidated
subsidiaries, or any compulsory share exchange, pursuant to any of which
holders of Common Stock shall be entitled to receive other securities, cash or
other property, then appropriate provision shall be made so that the holder of
each share of $5.50 Convertible Preferred Stock then outstanding shall have
the right thereafter to convert such share at the conversion price, subject to
adjustment as provided in the Certificate of Designations, into (except, in
certain events, as otherwise provided in the Certificate of Designations) the
kind and amount of securities, cash and other property that would have been
receivable upon such transaction by a holder of the number of shares of Common
Stock issuable upon conversion of such share of $5.50 Convertible Preferred
Stock immediately prior to such transaction.
FEDERAL TAX CONSIDERATIONS AS A
REAL PROPERTY HOLDING CORPORATION
For purposes of this discussion, a "Non-U.S. Holder" is any holder
who, for U.S. Federal income tax purposes, is a foreign corporation, a
nonresident alien individual, an estate or trust other than an estate or trust
the income of which is subject to U.S. Federal income taxation regardless of
its source, or a foreign partnership.
Under current provisions of the Internal Revenue Code of 1986, as
amended (the "Code") and Treasury Regulations thereunder, gain realized by a
Non-U.S. Holder on a disposition of certain interests in a corporation that
has, within a specified time period, been a "United States real property
holding corporation" is, under certain circumstances, subject to U.S. Federal
income tax (hereinafter referred to as the "special tax") and possible
withholding of such tax, notwithstanding the lack of other connections of the
Non-U.S. Holder with the United States. The Company believes that the Company
would likely constitute a United States real property holding corporation
within the meaning of the Code. However, because the Common Stock is
"regularly traded on an established securities market" (within the meaning of
Section 897(c)(3) of the Code), under the Code and Treasury Regulations now in
effect, the special tax (and withholding tax) will not apply with respect to
dispositions of shares of Common Stock by a Non-U.S. Holder except in the case
of dispositions of Common Stock by a holder who beneficially owns, directly or
indirectly, more than 5% of the fair market value of Common Stock at any time
during the five years immediately preceding the disposition of the stock in
which case the special tax (but, except in certain circumstances, not the
withholding tax) would apply.
This discussion is a summary of certain U.S. federal tax
considerations of a real property holding corporation. Thus, each prospective
investor in the Common Stock should consult its own tax advisers as to the
U.S. federal tax consequences of the purchase, ownership and disposition of
shares of the Common Stock, including the effect of any United States state,
local or foreign tax laws with respect thereto.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time to purchasers directly by
the Selling Stockholders. Alternatively, the Selling Stockholders may sell
the Shares in one or more transactions (which may involve one or more block
transactions) on the New York Stock Exchange or the Paris Bourse, in sales
occurring in the public market off such exchanges, in separately negotiated
transactions, or in a combination of such transactions; each sale may be made
either at market prices prevailing at the time of such sale or at negotiated
prices; some or all of the Shares may be sold directly or through brokers
acting on behalf of the Selling Stockholders or to dealers for resale by such
dealers; and in connection with such sales, such brokers or dealers may
receive compensation in the form of discounts or commissions from the Selling
<PAGE>
Stockholders and/or the purchasers of such Shares for whom they may act as
broker or agent. All expenses of registration incurred in connection with
this offering are being borne by the Company, but all brokerage commissions
and other expenses incurred by the Selling Stockholders will be payable by the
Selling Stockholders.
The Selling Stockholders and any dealer participating in the
distribution of any Shares or any broker executing selling orders on behalf of
the Selling Stockholders may be deemed to be "underwriters" within the meaning
of the Securities Act, in which case any profit on the sale of any or all of
the Shares by the Selling Stockholders and any discounts or commissions
received by any such brokers or dealers may be deemed to be underwriting
discounts and commissions under the Securities Act.
Any broker or dealer participating in any distribution of the Shares
in connection with the offering of the Shares may be deemed to be an
"underwriter" within the meaning of the act and will be required to deliver a
copy of this Prospectus to any person who purchases any of the Shares from or
through such broker or dealer.
EXPERTS
The audited consolidated financial statements and schedules
incorporated by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect thereto, and are incorporated by reference herein in reliance
upon the authority of said firm as experts in auditing and accounting in
giving said reports.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference in this Prospectus the
Company's Annual Report on Form 10-K for the year ended December 31, 1994 and
the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995 and June 30, 1995. All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregister all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document all or a portion of which is
incorporated or deemed to be 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 other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
<PAGE>
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes and
empowers the Company to indemnify the directors, officers, employees and
agents of the Company against liabilities incurred in connection with, and
related expenses resulting from, any claim, action or suit brought against any
such person as a result of his relationship with the Company, provided that
such persons acted in good faith and in a manner such person reasonably
believed to be in, and not opposed to, the best interests of the Company in
connection with the acts or events on which such claim, action or suit is
based. The finding of either civil or criminal liability on the part of such
persons in connection with such acts or events is not necessarily
determinative of the question of whether such persons have met the required
standard of conduct and are, accordingly, entitled to be indemnified. The
foregoing statements are subject to the detailed provisions of Section 145 of
the General Corporation Law of the State of Delaware.
The By-Laws of the Company provide that the Company shall indemnify,
in all respects and to the full extent authorized or permitted by law, any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of his being or having
been a director, officer, employee or agent of the Company or, at the request
of the Company, of any other corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement reasonably incurred by such person in
connection with such action, suit or proceeding. Such indemnification of any
person shall inure to the benefit of his heirs, executors and administrators.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
A total of 12,500 of the Shares covered by this Registration
Statement are restricted securities to be reoffered or resold pursuant hereto.
Such Shares were issued to the Selling Stockholders under the Plan, in private
placement transactions "not involving any public offering" within the meaning
of Section 4(2) of the Securities Act. Accordingly, the issuance of such
Shares to the Selling Stockholders was exempt from registration under the
Securities Act by virtue of the exemption provided in Section 4(2) thereof.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
23 Consent of Arthur Andersen LLP
24 Power of Attorney of certain officers and directors.
99 1994 Directors' Stock Award Plan
ITEM 9. UNDERTAKINGS.
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:
<PAGE>
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the regis-
tration statement;
provided, however, that paragraphs (1)(i) and (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 Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering;
(4) 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 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; and
(5) that, for purposes of determining any liability under the Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus, filed by the Registrant pursuant to Rule 424(b)(1) or (4)
under the Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
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 provisions described in Item 6, 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.
SIGNATURES
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, 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 DENVER, STATE OF
COLORADO, ON THE 8TH DAY OF SEPTEMBER, 1995.
NEWMONT GOLD COMPANY
By /s/ Timothy J. Schmitt
Timothy J. Schmitt
Vice President, Secretary and
Assistant General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
*
Rudolph I.J. Agnew Director September 8, 1995
*
J.P. Bolduc Director September 8, 1995
*
Ronald C. Cambre Chairman, President and Chief Executive Officer
and Director (Principal Executive Officer) September 8, 1995
*
Joseph P. Flannery Director September 8, 1995
*
Thomas A. Holmes Director September 8, 1995
*
Robin A. Plumbridge Director September 8, 1995
<PAGE>
*
Robert H. Quenon Director September 8, 1995
*
Moeen A. Qureshi Director September 8, 1995
*
Michael K. Reilly Director September 8, 1995
*
James V. Taranik Director September 8, 1995
*
William I.M. Turner, Jr. Director September 8, 1995
*
Wayne W. Murdy Senior Vice President and Chief Financial
Officer (Principal Financial Officer) September 8, 1995
*
Gary E. Farmar Vice President and Controller (Principal
Accounting Officer) September 8, 1995
*By /s/ Timothy J. Schmitt
Timothy J. Schmitt as
Attorney-in-fact
</TABLE>
EXHIBIT INDEX
Exhibit No.
23 Consent of Arthur Andersen LLP
24 Power of Attorney of certain officers and directors
99 1994 Directors' Stock Award Plan
ARTHUR ANDERSON LLP
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
As independent public accountants, we hereby consent to the incorporation by
reference in this S-8 Registration Statement of our report dated March 14,
1995 included in Newmont Gold Company's Form 10-K for the year ended December
31, 1994.
ARTHUR ANDERSEN LLP
Denver, Colorado,
September 6, 1995.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Timothy J. Schmitt and Graham M. Clark,
Jr., and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and revocation, in his name and on his behalf, to
do any and all acts and things and to execute any and all instruments which
they and each of them may deem necessary or advisable to enable Newmont Gold
Company (the "Company") to comply with the Securities Act of 1933, as amended
(the "Act"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the Act of up to, and including, 45,000 shares of Common Stock of the
Company including power and authority to sign his name in any and all
capacities (including his capacity as a Director and/or Officer of the
Company) to a Registration Statement on Form S-8 or such other form as may be
appropriate, and to any and all amendments, including post-effective
amendments, to such Registration Statement, and to any and all instruments or
documents filed as part of or in connection with such Registration Statement
or any amendments thereto; and the undersigned hereby ratifies and confirms
all that said attorneys-in-fact and agents, or any of them, shall lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents
as of the 17th day of May, 1995.
Signature Title
/s/Rudolph I. J. Agnew Director
Rudolph I.J. Agnew
/s/J.P. Bolduc Director
J. P. Bolduc
/s/Ronald C. Cambre Chairman, President and
Ronald C. Cambre Chief Executive Officer
and Director
(Principal Executive Officer)
/s/Joseph P. Flannery Director
Joseph P. Flannery
/s/Thomas A. Holmes Director
Thomas A. Holmes
/s/Robin A. Plumbridge Director
Robin A. Plumbridge
<PAGE>
/s/Robert H. Quenon Director
Robert H. Quenon
/s/Moeen A. Qureshi Director
Moeen A. Qureshi
/s/Michael K. Reilly Director
Michael K. Reilly
/s/James V. Taranik Director
James V. Taranik
/s/William I.M. Turner, Jr. Director
William I.M. Turner, Jr.
/s/Wayne W. Murdy Senior Vice President
Wayne W. Murdy and Chief Financial Officer
(Principal Financial Officer)
/s/Gary E. Farmar Vice President and Controller
Gary E. Farmar (Principal Accounting Officer)
<PAGE>
Exhibit 99
NEWMONT GOLD COMPANY
DIRECTORS' STOCK AWARD PLAN
1. PURPOSE. The Directors' Stock Award Plan ("Plan") is intended
to (a) attract and retain highly qualified individuals to serve as directors
of Newmont Gold Company (the "Company"), (b) increase non-employee directors'
stock ownership in the Company and (c) align non-employee directors' financial
interests more closely with those of the stockholders of the Company.
2. PARTICIPANTS. Participants in the Plan shall consist of
directors of the Company who are not employees of the Company, Newmont Mining
Corporation or any of the Company's subsidiaries. The term "subsidiary" means
a corporation more than 50% of the voting stock of which is owned directly or
indirectly by the Company.
3. EFFECTIVENESS. The Plan shall become
effective on November 16, 1994 (the "Effective Date").
4. SHARE AWARDS. On the Effective Date, each non-employee
director of the Company shall receive 625 shares of Common Stock of the
Company (the "Common Stock") for service as a director of the Company rendered
and to be rendered in 1994. On the date of the Annual Meeting of Stockholders
of the Company in each year, commencing in 1995, each non-employee director of
the Company who is elected or re-elected at such Annual Meeting shall receive
625 shares of Common Stock for service as a director of the Company previously
rendered and to be rendered during the year in which such Annual Meeting is
held. If a person who is not an employee of the Company is elected a director
of the Company (a) in 1994 but after the Effective Date or (b) in any year
subsequent to 1994 but after the Annual Meeting of Stockholders of the Company
held in such year, then, in either case, such person shall receive 625 shares
of Common Stock on the effective date of such person's election as a director
of the Company, for service as a director of the Company to be rendered during
1994 or the relevant year, as the case may be. A director may forego any
award under the Plan for any year by giving irrevocable written notice to such
effect to the Secretary of the Company on or before December 31 of the
preceding year or, in the case of awards to be made on the Effective Date, on
or prior to the Effective Date. A director shall not be required to make any
payment for any shares of Common Stock issued under the Plan. Subject to
Section 7, a director participant in the Plan shall have full beneficial
ownership of, and rights and privileges of a shareholder as to, awarded
shares, including the right to vote and the right to receive dividends.
5. ADJUSTMENTS. If the outstanding Common Stock shall at any time
be changed or exchanged by declaration of a stock dividend, stock split,
combination or exchanges of shares, recapitalization, merger, consolidation or
other corporate reorganization in which the Company is the surviving
corporation, the number and class of shares thereafter to be issued under the
Plan shall be appropriately and equitably adjusted.
6. SHARES ISSUED UNDER PLAN. Common Stock issued under the Plan
shall be shares held in treasury (i.e., shares previously issued and
outstanding which have been reacquired by the Company and have not been
cancelled).
<PAGE>
7. TRANSFER RESTRICTIONS. The shares of Common Stock received by
a participant pursuant to the Plan may not be sold, transferred, pledged,
assigned or otherwise encumbered or disposed of by such participant until the
earliest of (a) the expiration of five years after the date of the receipt of
such shares by such participant, (b) the date such participant ceases to be a
director of the Company by reason of death or disability, or (c) the later of
(x) the date such participant ceases to be a director of the Company for any
reason other than death or disability or (y) the expiration of six months
after the date of the receipt of such shares by such participant; provided,
however, a participant (i) may assign shares of Common Stock received by such
participant to a personal holding company owned by such participant or by such
participant and members of such participant's immediate family (an "Eligible
Personal Holding Company") or (ii) may direct the Company, by written notice
delivered to the Secretary of the Company prior to the date of issuance of any
shares of Common Stock that such participant is entitled to receive pursuant
to the Plan, to issue such shares in the name of, and to deliver such shares
to, an Eligible Personal Holding Company of such participant, provided, that,
in the case of clause (i) or (ii), the foregoing restrictions on transfer
shall apply to such Eligible Personal Holding Company. Upon receiving an
award of shares of Common Stock pursuant to the Plan, a participant may be
required to represent in writing that such shares are being acquired for such
participant's account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof. In addition, the
shares of Common Stock received by a participant pursuant to the Plan have not
been, and will not be, registered under the Securities Act of 1933, as amended
(the "Securities Act"), and, therefore, may not be sold, transferred, pledged,
assigned or otherwise encumbered or disposed of except pursuant to an
available exemption from the registration requirements of the Securities Act.
Certificates for shares delivered under the Plan may include any legend which
the Company deems appropriate to reflect any or all of the foregoing
restrictions on transfers.
8. GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Company to deliver shares of Common Stock under the Plan shall be subject to
all applicable laws, rules and regulations and such approvals by any
governmental agencies or regulatory authorities as may be required or be
deemed necessary or appropriate by counsel for the Company.
9. NO RIGHT TO CONTINUE AS DIRECTOR. Nothing contained in the
Plan shall be deemed to confer upon any person any right to continue as a
director of or to be associated in any other way with the Company.
10. GOVERNING LAW; AMENDMENTS. The Plan shall be construed in
accordance with the law of the State of Delaware and may be amended or
terminated at any time by action of the Board of Directors of the Company;
provided, however, that the Plan shall not be amended more than once every six
months, except to comport with changes in the Internal Revenue Code of 1986,
as amended, or the rules thereunder.
