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 Registrant as specified in its charter)
DELAWARE 1700 LINCOLN ST. 13-2526632
(State or Other DENVER, CO 80203 (I.R.S. Employer
Jurisdiction (303) 863-7414 Identification No.)
of Incorporation (Address of Principal
or Organization) Executive Offices)
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
(Full Title of the 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:
MAUREEN BRUNDAGE, ESQ.
WHITE & CASE
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Amount of
securities to be registered registered per share (1) offering registration fee
price (1)
<S> <C> <C> <C> <C>
Common Stock, $.01 par 20,000 $35.25 $705,000 $214
value......
Interests in the Plan (2) (2) (2) (2)
</TABLE>
(1) 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
April 29, 1997.
(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 plan described herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Newmont Gold Company (the "Company" or "Registrant") hereby
incorporates by reference in this Prospectus the following: (i) the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997,
(iii) the Company's Current Reports on Form 8-K dated March 4, 1997, March 19,
1997 and April 28, 1997 and (iv) the description of the Newmont Gold common
stock contained in the Registrant's registration statement for such Newmont
Gold common stock filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed for the purpose
of updating such description. 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 such person's 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 such person's being or
having been a director, officer, employee or agent of the Company or, at the
<PAGE>
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
persons in connection with such action, suit or proceeding. Such
indemnification of any person shall inure to the benefit of such person's
heirs, executors and administrators.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
4.1 Restated Certificate of Incorporation dated May 2, 1986.
Incorporated by reference to Exhibit 3 to Registrant's Registration
Statement on Form S-1, Amendment No. 2 (No. 33-5565).
4.2 Certificate of Amendment of Certificate of Incorporation dated April
15, 1987. Incorporated by reference to Exhibit 3(b) to Registrant's
Registration Statement on Form S-1, Amendment No. 1 (33-12686).
4.3 Certificate of Amendment of Certificate of Incorporation dated March
18, 1994. Incorporated by reference to Exhibit 3(c) to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
4.4 Certificate of Correction of Certificate of Amendment dated June 22,
1994 to insert page 4 of the Certificate of Amendment filed with the
Secretary of State of Delaware on March 21, 1994. Incorporated by
reference to Exhibit 3(d) to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995.
4.5 By-Laws as amended through May 8, 1986. Incorporated by reference
to Exhibit 3 to Registrant's Registration Statement on Form S-1,
Amendment No. 2 (No. 33-5565).
5.1 Not applicable.
5.2 IRS Determination Letter dated January 30, 1996 relating to the
Santa Fe Pacific Gold Corporation Retirement and Savings Plan.
23.1 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney.
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 of 1933, as amended (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
<PAGE>
(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; and
(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.
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 Securities and
Exchange 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.
<PAGE>
SIGNATURES
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 6TH DAY OF MAY, 1997.
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 (who
include a majority of the Board of Directors) in the capacities and on the
dates indicated.
<TABLE>
Signature Title Date
<S> <C> <C>
*
J.P. Bolduc Director May 6, 1997
* Chairman, President, Chief Executive
Ronald C. Cambre Officer and Director (Principal
Executive Officer) May 6, 1997
*
Joseph P. Flannery Director May 6, 1997
*
Leo I. Higdon, Jr. Director May 6, 1997
*
Robin A. Plumbridge Director May 6, 1997
*
Robert H. Quenon Director May 6, 1997
*
Moeen A. Qureshi Director May 6, 1997
<PAGE>
*
Michael K. Reilly Director May 6, 1997
*
James V. Taranik Director May 6, 1997
* Executive Vice President and Chief
Wayne W. Murdy Financial Officer (Principal Financial
Officer) May 6, 1997
* Vice President and Controller (Principal
Gary E. Farmar Accounting Officer) May 6, 1997
</TABLE>
*By /s/ Timothy J. Schmitt
Timothy J. Schmitt as
Attorney-in-fact
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THE SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN HAS
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ALBUQUERQUE, STATE OF
NEW MEXICO, ON THE 6TH DAY OF MAY, 1997.
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
By /s/ D.F. Bice
Name: D.F. Bice
Title: Chairman of Administrative
Committee
<PAGE>
EXHIBIT INDEX
Exhibit No.
4.1 Restated Certificate of Incorporation dated May 2, 1986.
Incorporated by reference to Exhibit 3 to Registrant's Registration
Statement on Form S-1, Amendment No. 2 (No. 33-5565).
4.2 Certificate of Amendment of Certificate of Incorporation dated April
15, 1987. Incorporated by reference to Exhibit 3(b) to Registrant's
Registration Statement on Form S-1, Amendment No. 1 (33-12686).
4.3 Certificate of Amendment of Certificate of Incorporation dated March
18, 1994. Incorporated by reference to Exhibit 3(c) to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
4.4 Certificate of Correction of Certificate of Amendment dated June 22,
1994 to insert page 4 of the Certificate of Amendment filed with the
Secretary of State of Delaware on March 21, 1994. Incorporated by
reference to Exhibit 3(d) to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995.
4.5 By-Laws as amended through May 8, 1986. Incorporated by reference
to Exhibit 3 to Registrant's Registration Statement on Form S-1,
Amendment No. 2 (No. 33-5565).
5.1 Not applicable.
5.2 IRS Determination Letter dated January 30, 1996 relating to the
Santa Fe Pacific Gold Corporation Retirement and Savings Plan.
23.1 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney.
<PAGE>
Exhibit 5.2
Employer Identification Number: 85-0307713
DISTRICT DIRECTOR File Folder Number: 850018825
1100 COMMERCE STREET Person to Contact: JILL RUTHERFORD
DALLAS, TX 75242 Contact Telephone Number: (214) 767-6023
Date: JAN 30, 1996
Plan Name:
SANTA FE PACIFIC SANTA FE PACIFIC GOLD CORPORATION
GOLD CORPORATION RETIREMENT AND SAVINGS PLAN
C/O JOYCE L. MEYER Plan Number: 001
C/O MAYER BROWN & PLATT
190 SOUTH LASALLE STREET
CHICAGO, IL 60603-3441
Dear Applicants:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read this
publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated 01-23-96. The proposed amendments should be
adopted on or before the date prescribed by the regulations under Code section
401(b).
This determination letter is applicable for the amendment(s) adopted on
06-13-94 & 12-07-95.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a general test
described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
<PAGE>
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefitting for
purposes of demonstrating that the plan satisfies the minimum coverage
requirements of section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirement as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Bobby E. Scott
Bobby E. Scott
District Director
Enclosures:
Publication 794
Addendum
<PAGE>
This determination letter covers amendments one through five to the Plan as
amended and restated effective January 1, 1991.
<PAGE>
Exhibit 23.1
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 28, 1997
(except for Note 17 as to which the date is March 10, 1997) included in
Newmont Gold Company's Form 10-K for the year ended December 31, 1996 and in
Newmont Gold's Current Report on Form 8-K dated March 19, 1997 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado
May 5, 1997
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joy E. Hansen and Timothy J. Schmitt,
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, 20,000 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 5th day of May, 1997.
Signature Title
/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/ Leo I. Hidgon, Jr. Director
Leo I. Higdon, Jr.
/s/ Robin A. Plumbridge Director
Robin A. Plumbridge
/s/ Robert H. Quenon Director
Robert H. Quenon
<PAGE>
/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/ Wayne W. Murdy Executive 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)
