<PAGE> 1
Registration No. 333-
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 issuer as specified in its charter)
Delaware 13-2526632
- --------------------------------------------------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
1700 Lincoln Street, Denver, Colorado 80203
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
NEWMONT GOLD COMPANY HOURLY RETIREMENT SAVINGS PLAN
NEWMONT GOLD COMPANY SALARIED RETIREMENT SAVINGS PLAN
(Full title of the Plans)
Timothy J. Schmitt, Esq. -With a copy to-
Newmont Gold Company
1700 Lincoln Street Thomas A. Richardson, Esq.,
Denver, Colorado 80203 Holme Roberts & Owen LLC
(303) 863-7414 1700 Lincoln, Suite 4100
(Name, address and telephone Denver, Colorado 80203
number of agent for service) (303) 861-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Maximum Aggregate Proposed Maximum Proposed Amount of
Securities to be No. of Shares to Offering Price Maximum Aggregate Registration
Registered be Registered Per Share (1) Offering Price (1) Fee
- ---------------- ----------------- ---------------- ------------------ ------------
<C> <C> <C> <C> <C>
Common Stock,
$.01 Par Value 1,000,000 $53.9375 $53,937,500 $18,599
(2)
</TABLE>
----------------------------------------
(1) The shares registered hereunder are to be offered at an offering price not
presently determinable. Pursuant to Rule 457(c), the offering price is estimated
solely for purposes of calculating the registration fee and is based on the
average of the high and low prices of the Company's common stock reported on the
New York Stock Exchange on August 20, 1996. (2) In addition, pursuant to Rule
416(c) under the Securities Act of 1933, this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plans described above.
<PAGE> 2
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, 1995, the
Plans' Annual Reports on Form 11-K for the year ended December 31, 1995, and
the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31 and
June 30, 1996. The Company also incorporates by reference the description of its
common stock contained in Form 10 filed June 17, 1986 (File No. 1-9184). 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 deregisters
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.
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
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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.
Not applicable
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description of Documents
- -------------- ------------------------
<S> <C>
5.1 Opinion of Holme Roberts & Owen LLC
23.1 Consent of Holme Roberts & Owen LLC (contained in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney
</TABLE>
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:
(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
registration 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;
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(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
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.
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<PAGE> 5
SIGNATURES
The Registrant. 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 23rd day of August, 1996.
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>
Director August 23, 1996
- ------------------------------
Rudolph I.J. Agnew
* Director August 23, 1996
- ------------------------------
J. P. Bolduc
Chairman, President and
* Chief Executive Officer August 23, 1996
- ------------------------------ and Director (Principal Executive
Ronald C. Cambre Officer)
* Director August 23, 1996
- ------------------------------
Joseph P. Flannery
* Director August 23, 1996
- ------------------------------
Leo I. Higdon, Jr.
* Director August 23, 1996
- ------------------------------
Thomas A. Holmes
</TABLE>
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<TABLE>
<S> <C> <C>
* Director August 23, 1996
- ------------------------------
Robin A. Plumbridge
* Director August 23, 1996
- ------------------------------
Robert H. Quenon
* Director August 23, 1996
- ------------------------------
Moeen A. Qureshi
* Director August 23, 1996
- ------------------------------
Michael K. Reilly
* Director August 23, 1996
- ------------------------------
James V. Taranik
* Director August 23, 1996
- ------------------------------
William I.M. Turner, Jr.
Executive Vice President
* and Chief Financial August 23, 1996
- ------------------------------ Officer (Principal Financial
Wayne W. Murdy Officer)
* Vice President and Controller August 23, 1996
- ------------------------------ (Principal Accounting Officer)
Gary E. Farmar
*By /s/ Timothy J. Schmitt
---------------------------
Timothy J. Schmitt as Attorney-in Fact
</TABLE>
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<PAGE> 7
The Plans. Pursuant to the requirements of the Securities Act of 1933,
as amended, the Trustees (or other persons who administer the employee benefit
plans) have 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 23rd day of August, 1996.
NEWMONT GOLD COMPANY HOURLY
RETIREMENT SAVINGS PLAN
By /s/ Dawn M. Putaturo
----------------------------------
Dawn M. Putaturo, Member
Administration Committee
NEWMONT GOLD COMPANY
SALARIED RETIREMENT SAVINGS PLAN
By /s/ Dawn M. Putaturo
----------------------------------
Dawn M. Putaturo, Member
Administration Committee
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.
- -----------
<S> <C>
5.1 Opinion of Holme Roberts & Owen LLC
23.1 Consent of Holme Roberts & Owen LLC (contained in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney
</TABLE>
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<PAGE> 1
EXHIBIT 5.1
August 22, 1996
Newmont Gold Company
1700 Lincoln Street
Denver, CO 80203
Re: Hourly Retirement Savings Plan and Salaried Retirement Savings
Plan
Gentlemen:
This firm has acted as counsel to Newmont Gold Company (the "Company")
in connection with the preparation and filing of its registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, covering the sale of an aggregate of 1,000,000 shares of the Company's
common stock, $.01 par value (the "Common Stock"), that may be acquired through
participation in the Newmont Gold Company Hourly Retirement Savings Plan and the
Newmont Gold Company Salaried Retirement Savings Plan (the "Plans"), and an
indeterminate amount of interests in the Plans that may be acquired through
participation in the Plans.
We have examined the Company's Certificate of Incorporation and Bylaws
and the record of its corporate proceedings with respect to the Plans and the
Registration Statement and have made such other investigations as we have deemed
necessary in order to express the following opinion.
Based upon the foregoing, we are of the opinion that the Plans'
interests will be properly authorized and legally issued to employees of the
Company who participate in the Plans in accordance with their terms and that the
Common Stock, when sold and delivered as contemplated by the Plans and the
Registration Statement, will be legally issued, fully paid and nonassessable.
<PAGE> 2
Newmont Gold Company
August 22, 1996
Page 2
We hereby consent to all references to this firm in the Registration
Statement and all amendments to the Registration Statement. We further consent
to the use of this opinion as an exhibit to the Registration Statement.
Very truly yours,
HOLME ROBERTS & OWEN LLC
By /s/ Thomas A. Richardson
--------------------------------
Thomas A. Richardson
Member
TAR:dp
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 23, 1996
included in Newmont Gold Company's Form 10-K for the year ended December 31,
1995 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado
August 22, 1996
<PAGE> 1
Exhibit 24.1
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, 1,000,000 shares of Common Stock of the Company and an
indeterminate amount of interests in the Newmont Gold Company Hourly Retirement
Savings Plan and the Newmont Gold Company Salaried Retirement Savings Plan,
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 20th day of March, 1996.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ J.P. Bolduc Director
- ------------------------
J.P. Bolduc
/s/ Ronald C. Cambre Chairman, President and Chief Executive Officer
- ------------------------ and Director (Principal Executive Officer)
Ronald C. Cambre
/s/ Joseph P. Flannery Director
- ------------------------
Joseph P. Flannery
</TABLE>
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/s/ Leo I. Higdon, Jr. Director
- ------------------------
Leo I. Higdon, Jr.
/s/ Thomas A. Holmes Director
- ------------------------
Thomas A. Holmes
/s/ Robin A. Plumbridge Director
- ------------------------
Robin A. Plumbridge
/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 and Chief
- ------------------------ Financial Officer (Principal
Wayne W. Murdy Financial Officer)
/s/ Gary E. Farmar Vice President and Controller
- ------------------------ (Principal Accounting Officer)
Gary E. Farmar
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