<PAGE>
As filed with the Securities and Exchange Commission on December 22, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
FMC GOLD COMPANY
(Exact name as issuer of specified in its certificates)
Delaware 88-0226676
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5911 Meadowood Way, Suite 200, Reno, Nevada
(Address of principal executive officers)
FMC GOLD COMPANY 1988
LONG-TERM INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Robert L. Day
General Counsel
FMC Gold Company
200 East Randolph Drive
Chicago, Illinois 60601
(Name and address of agent for service)
312/861-5923
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee(1)
- ----------- ---------- ------------ --------- ------------
Shares 1,000,000(2) $4.4375 $4.4375 $1,530.17
================================================================================
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
amount of the registration fee based upon the average of the high and low
prices reported for the shares on the New York Stock Exchange on December
21, 1995. This registration statement includes all interests under the Plan
which may be deemed securities for purposes of the Securities Act of 1933.
Since no separate consideration is payable for any such interests, no
additional fee is payable by reason of the registration thereof.
(2) This is the total number of FMC Gold Company shares which may hereafter be
issued under the FMC Gold Company 1988 Long-Term Incentive Compensation Plan
(the "Plan"). Pursuant to Rule 416, this Registration Statement shall be
deemed to cover any additional shares which may be issuable pursuant to the
antidilution provisions of the Plan.
<PAGE>
PART I.
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participating employees as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not being filed with or included in this Form S-8 (by incorporation by
reference or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
2. The Registrant's definitive proxy statement dated March 20, 1995 for the
Annual Meeting of Stockholders on May 3, 1995.
3. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1995, June 30, 1995 and September 30, 1995.
4. The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A under Section 12 of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), dated June 8, 1987.
5. Information as to the Plan which will be included in the future either in
the Registrant's proxy statements, annual reports or in appendices to the
Prospectus.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act
II-1
<PAGE>
after the date hereof and 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 herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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The legality of the shares of Common Stock offered hereby has been
passed upon by Robert L. Day, c/o FMC Corporation, 200 East Randolph Drive,
Chicago, Illinois 60601, Counsel for the Corporation. Mr. Day is Secretary and
General Counsel of the Registrant. As of December 21, 1995, Mr. Day owned an
aggregate of 100 shares of Common Stock.
Item 6. Indemnification of Officers and Directors.
-----------------------------------------
Section 145 of the General Corporation Law of the State of Delaware
("Section 145") empowers a corporation to indemnify 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 proceedings, whether civil, criminal, administrative
or investigative by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise. Depending on the character of the proceeding, a
corporation may indemnify against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding if the person indemnified
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no cause to believe such person's conduct was
unlawful. In the case of an action by or in the right of the corporation, no
indemnification may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence or misconduct
in the performance of such person's duty to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought
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<PAGE>
shall determine that despite the adjudication of liability such person is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper. Section 145 further provides that to the extent a director,
officer, employee or agent of a corporation has been successful in the defense
of any action, suit or proceeding referred to above or in the defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by such
person in connection therewith. Section 145 also states that the indemnification
provided for in such section shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled and empowers the corporation to
purchase and maintain insurance on behalf of directors, officers, employees and
agents of the corporation against any liability asserted against such person or
incurred by such person in any such capacity or arising out of such person's
status as such whether or not the corporation would have the power to indemnify
such person against such liabilities under Section 145.
The Registrant's Certificate of Incorporation provides that a current or
former director shall not be liable to the Registrant or its shareholders for
damages for any breach of fiduciary duty except under those circumstances set
forth in Section 242 of the Delaware General Corporation Law.
The Registrant's By-Laws provide for indemnification, to the fullest extent
permitted by applicable law, of any of its directors and officers who are, or
have been, or are threatened to be, made a party to an action or proceeding,
whether civil or criminal, by reason of the fact that such director or officer
is a director or officer of the Registrant, against any judgments, fines,
amounts paid in settlement and expenses, including attorneys' fees, or any
appeal therein. The By-Laws also provide that additional indemnification may be
provided by the Registrant to any other person to the extent permitted by
applicable law.
The Registrant, through its parent FMC Corporation, has purchased
directors' and officers' liability insurance in the amounts and subject to the
conditions set forth in such policies covering certain liabilities incurred by
its officers and directors in connection with the performance of their
respective duties.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
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<PAGE>
Item 8. Exhibits.
--------
See Index to Exhibits.
Item 9. Undertakings.
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512(a) Rule 415 offering.
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 (a)(1)(i) and (a)(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 or 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.
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512 (b) Filings incorporating subsequent Exchange Act documents by
reference,
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrants's annual report pursuant to section 13 (a) or section 15 (d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15 (d) of the Exchange Act) that is
incorporated by reference in the 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.
512 (h) Request for acceleration of effective date or filing of
registration statement on Form S-8.
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 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 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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<PAGE>
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 Chicago, State of Illinois, on December 21, 1995.
FMC GOLD COMPANY
By LARRY D. BRADY*
-----------------------------
Its Chairman and
Chief Executive Officer
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<PAGE>
Pursuant to the requirements of the Securities act, this registration
statement has been signed below by the following persons in the capacities
indicated on the 21st day of December, 1995.
Signature Title
- ---------- ------
/s/ LARRY D. BRADY* Chairman of the Board
- ------------------------- and Chief Executive Officer
Larry D. Brady
/s/ STEVEN E. BAGINSKI* Vice President-Finance
- ------------------------- (Principal Financial Officer and
Steven E. Baginski Principal Accounting Officer)
/s/ ROBERT N. BURT* Director
- -------------------------
Robert N. Burt
Director
- -------------------------
Paul L. Davies, Jr.
/s/ BRIAN J. KENNEDY* Director
- -------------------------
Brian J. Kennedy
/s/ NHA D. HOANG* Director
- -------------------------
Nha D. Hoang
Director
- -------------------------
Edmund W. Littlefield
* By: Robert L. Day
------------------
Robert L. Day
(Attorney-in-Fact)
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<PAGE>
EXHIBITS
Exhibit
No. Description of Exhibit
- ------- ----------------------
4.1 Certificate of Incorporation of the Company (incorporated by
reference from Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (33-14429))
4.2 By-Laws of the Company (incorporated by reference from Exhibit
3.2 of the Company's Registration Statement on Form S-1 (33-
14429))
4.3 FMC Gold Company 1988 Long-Term Incentive Compensation Plan
5 Opinion of Robert L. Day on the legality of the shares
15 Letter from KPMG Peat Marwick LLP re unaudited interim
financial information
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Robert L. Day (included in his opinion filed as
Exhibit 5)
24 Powers of Attorney
II-8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
No. Description of Exhibit Page No.
- ------- ---------------------- ----------
<S> <C> <C>
4.1 Certificate of Incorporation of the Company (incorporated by
reference from Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (33-14429)) N/A
4.2 By-Laws of the Company (incorporated by reference from Exhibit
3.2 to the Company's Registration Statement on Form S-1
(33-14429)) N/A
4.3 FMC Gold Company 1988 Long-Term Incentive Compensation Plan
5 Opinion of Robert L. Day on the legality of the Shares
15 Letter from KPMG Peat Marwick LLP re unaudited interim financial
information
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Robert L. Day (included in his opinion filed as
Exhibit 5) N/A
24 Powers of Attorney
</TABLE>
<PAGE>
EXHIBIT 4.3
FMC GOLD COMPANY
1988 LONG-TERM INCENTIVE COMPENSATION PLAN
------------------------------------------
(As amended through April 29, 1992)
I. Purpose. The 1988 Long-Term Incentive Compensation Plan is intended to help
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maintain and develop strong management through ownership of shares of the
Company by Key Employees of the Company and certain of its affiliates and
through incentive awards, in addition to salaries, for recognition of
efforts and accomplishments which contribute materially to the long-term
success of the Company's business interests.
II. Definitions. Except where the context otherwise indicates, the following
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definitions apply:
"Affilitate" means any employer more than 50 percent of whose voting stock
is owned directly or indirectly by the Company or which owns more than 50%
of the Company.
"Award" means a Stock Option, Restricted Stock, Performance Award, or
other incentive award under this Plan.
"Award Period" means the period of time specified by the Granting
Authority in an Award.
"Board" means the Board of Directors of the Company.
"Committee" means the Compensation Committee of the Board.
"Common Stock" means the Common Stock, par value $.01, of the Company.
"Company" means FMC Gold Company, a Delaware corporation.
"Consolidated Group" with respect to any year, means the group consisting
of the Company and those Affiliates whose financial results for that year
are consolidated with those of the Company and included in the Company's
annual report to its stockholders.
"Covered Employer" means the Company or any Affiliates, in the
Consolidated Group, at least 95
<PAGE>
percent of whose voting stock is owned directly or indirectly by the
Company.
"Date of Grant" means the date on which an Award is granted as specified
in the Grant.
"Designated Beneficiary" means the person designated by the Grantee of an
Award hereunder to be entitled, on the death of the Grantee, to any
remaining rights arising out of such Award. Such designation will be the
beneficiary designated under the Company's group life insurance plan unless
the Grantee names another beneficiary in accordance with such regulations
as the Granting Authority may establish.
"Disability" means complete and permanent inability by reason of illness
or accident to perform the duties of the occupation at which a Grantee was
employed when such disability commenced.
"Detrimental Activity" means activity that is determined in individual
cases, by the appropriate authority as provided for pursuant to Section
III, to be detrimental to the interests of the Company or of any Affiliate.
"Eligible Employee" means a Key Employee of a Covered Employer.
"Employee" means a regular employee, whether or not a director.
"Fair Market Value" in relation to a Share as of any specific time shall
mean such value as reported for stock exchange transactions determined in
accordance with any applicable regulations of the Granting Authority in
effect at the relevant time.
"Grant" means the action of the Granting Authority by which an Award is
made under this Plan as evidenced by the records of the Granting Authority.
"Grantee" means a recipient of an Award.
"Granting Authority" means the Committee acting under the authority of
Section III.
"Incentive Stock Option" hereafter sometimes called an "ISO", means a stock
option meeting the requirements of the Internal Revenue Code of 1986, as
amended.
<PAGE>
"Key Employee" means an employee who is a director or officer, or in a
managerial, professional, or other key position as determined by the Board.
"Nonqualified Stock Option" means a stock option granted to a Grantee which
is not designated by the Granting Authority as an Incentive Stock Option.
"Option" means a Nonqualified Stock Option or an ISO granted by the
Granting Authority to an Eligible Employee under the Plan which grants
certain rights to purchase a specified number of Shares from the Company
subject to specified conditions.
"Option Expiration Date" means the date on which an Option ultimately
becomes unexercisable by reason of the lapse of time.
"Performance Award" means an Award granted pursuant to Section VI.
"Performance Period" means the period specified by the Grant during which
a Grantee's performance is to be measured.
"Plan" means the FMC Gold Company 1988 Long-Term Incentive Compensation
Plan, as it may be amended from time to time.
"Restricted Stock" means any Share issued with the restriction that the
holder may not sell, transfer, pledge, or assign such Share and such other
restrictions (which may include, but are not limited to, restrictions on
the right to vote or receive dividends) which may expire separately or in
combination, at one time or in installments all as specified by the Grant.
"Share" means a share of Common Stock issued and reacquired by the Company
or previously authorized but unissued.
III. Administration. The Plan shall be administered by the Committee, the
--------------
composition of which shall satisfy the provisions of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or any
successor to such rule. Subject to the provisions of the Plan, the
Committee shall have exclusive power to select the Grantees, to determine
the Awards to be granted to each Grantee, to determine the time or times
when Awards will be granted, to determine the time or times and
<PAGE>
the conditions subject to which any Options may be exercised, which shall
include the power to accelerate the date that any Option first becomes
exercisable, and to determine the time or times and the conditions subject
to which any Awards may become payable, which shall include the ability to
accelerate payment of any Award, provided that payment of every Performance
Award shall be contingent on meeting the performance objectives established
by the Committee unless the Committee shall otherwise determine pursuant to
Section VI.1. The Committee shall have the authority to interpret the Plan,
to establish and revise rules and regulations relating to the Plan, and to
make any other determinations that it believes necessary or advisable for
the administration of the Plan. The Committee may cancel all or any part of
an Award with the written consent of the Grantee holding such Award. In the
event of any cancellation, all rights of the former Grantee in respect of
such cancelled Award shall terminate. Decisions and determinations by the
Committee shall be final and binding upon all persons.
IV. Form of Awards.
--------------
1. Form. Awards under the Plan may be made, at the discretion of the
----
Committee, in the form of Options, Performance Awards, Restricted Stock
or in such other form as the Committee believes desirable, or any
combination thereof.
2. Shares of Common Stock. Subject to adjustment pursuant to Section VIII,
----------------------
the aggregate number of Shares issued in payment of Awards under the
Plan shall not exceed 1,000,000.
V. Options. The Granting Authority may grant Options for the purchase of a
-------
number of Shares to an Eligible Employee either alone or with other Awards
as the Granting Authority may deem appropriate. The terms and conditions
applicable to an Option shall be as set forth in the Grant and shall be
evidenced by a written option agreement not inconsistent with the Grant or
this Plan.
1. General. With respect to each Option granted under this Plan, the
-------
purchase price per share, the time at which it may become exercisable
and the term of the Option shall be as specified in the Grant provided
that the Granting Authority may, from time to time, extend the Option
Expiration
<PAGE>
Date and provided further that the purchase price per Share shall not be
less than fifty percent (50%) of the Fair Market Value of a Share on the
Date of Grant. Options granted under the Plan may be exercised in any
order, regardless of the Date of Grant or the existence of any other
outstanding Option.
2. Payment for Stock
-----------------
a. Payment for Shares purchased upon the exercise (in whole or in part) of
an Option shall be made in cash, in Shares valued at the then Fair
Market Value thereof, or by a combination of cash and Shares.
b. The proceeds received by the Company from the sale or sales of Shares
pursuant to the Plan will be used for general corporate purposes.
3. Termination of Employment. If a Grantee's employment with the Consolidated
-------------------------
Group is terminated for any reason whatsoever, any Option granted to the
Grantee pursuant to the Plan and outstanding at the time, and all rights
thereunder, shall wholly and completely terminate at the following date:
a. The date on which employment terminates if such termination occurs
before the date on which the Option becomes exercisable unless the
termination is due to:
(1) normal retirement under the Company's retirement plan;
(2) early retirement at the request of the Company;
(3) death;
(4) disability; or
(5) transfer to or employment by an Affiliate outside the Consolidated
Group.
b. The Option Expiration Date if termination is due to any of the reasons
specified in a.(1)-(5), above.
c. Three months after the time employment is terminated if such
termination occurs on or
<PAGE>
after the date on which the Option becomes exercisable and the
termination is due to any reason other than the reasons specified in
a. (1)-(5), above.
4. Stock Rights. A Grantee, and any person or persons to whom any Option
------------
shall have been transferred by will or the laws of descent and
distribution, shall not have any dividend, voting or other stockholder
rights by reason of a grant of an Option prior to the issuance of any
Common Stock pursuant to such Option.
5. Exchange of Options. In its discretion, the Granting Authority may grant
-------------------
to the holder of an Option, pursuant to the Plan and subject to the
voluntary surrender and the cancellation of such Option, one or more new
Options having different Option prices than the Option price provided in
the Option so surrendered and cancelled.
VI. Performance Awards. Performance Awards may be issued hereunder to an
------------------
Eligible Employee for no cash consideration either alone or in addition to
other Awards granted hereunder. The extent to which performance objectives
applicable to a Performance Award have been achieved shall be conclusively
determined by the Granting Authority. Performance Awards may be payable in
a single payment or in installments as specified by the Grant and may be
payable upon attaining performance objectives or deferred to such later
date or dates as may be specified by the Grant.
1. Right to Payment of Performance Award. The holder of a Performance Award
-------------------------------------
shall be entitled to receive payment of that Award only if:
a. His or her employment with the Company and/or any Affiliate continues
uninterrupted from the Date of Grant to the earlier of (1) the last
day of the Award Period, (2) normal retirement under the Company's
retirement plan, (3) early retirement at the request of the Company,
(4) death or (5) Disability. Earlier termination of employment will
result in automatic cancellation of the Performance Award; and
b. The performance objective specified in the Grant has been achieved;
<PAGE>
provided that the Granting Authority may, if it believes circumstances
warrant such action, authorize payment in whole or in part of any
Performance Award that would otherwise be forfeited pursuant to this
Section.
2. Full Payment Exceptions. A Grantee who becomes entitled to payment of a
-----------------------
Performance Award shall receive full payment of the Award except in the
following cases:
a. In the event of (1) the normal retirement, early retirement at the
request of the Company, death or Disability of the Grantee before the
end of the Award Period, (2) termination of employment with the
Covered Company followed by employment with an Affiliate or (3)
termination of employment before the end of the Award Period for any
other reason where the Granting Authority authorizes payment of the
Performance Award, the payment of that Award shall be prorated in the
same proportion as the ratio of active service with a Covered Company
during the Award Period to the term of the Award Period;
b. No payment of a Performance Award, either full or partial, shall be
made for a performance level over an Award Period less than the
minimum performance level specified by the Granting Authority in the
Grant except as otherwise permitted pursuant to paragraph 1, above;
c. If the performance objective specified by the Granting Authority in
the Grant is not met, a partial payment shall be made only in
accordance with the terms of the Award except as otherwise permitted
by the Granting Authority pursuant to paragraph 1, above.
3. Form and Timing of Payment.
--------------------------
a. Form. Upon determination by the Granting Authority that a Grantee has
----
become entitled to payment of a Performance Award, payments shall be
made to the Grantee of the Award of such portion thereof as may be
payable pursuant to the Plan and the Grant, in cash, in Shares or
partly in cash and partly in Shares in such proportion as the
Granting Authority in its sole discretion deems
<PAGE>
appropriate. Shares issued upon payment of a Performance Award may be
either treasury shares, or authorized and unissued shares, or both. If
payment of a Performance Award is to be made in whole or in part in
Shares, the number of such Shares issuable shall be determined by
dividing the Award value (or that portion to be paid in Shares) by the
Fair Market Value on the last day of the Award Period.
b. Timing. Payment of a Performance Award shall be made, without
------
interest, as soon as practicable after the end of the period which
determines a Grantee's right to receive such payment and the
determination of the Granting Authority as to the right to and amount
thereof.
c. Fulfillment of Conditions. As soon as practicable after the end of an
-------------------------
Award Period or after any other event that may result in entitlement
to payment of a Performance Award, the Granting Authority shall
determine whether all conditions to payment of the Award have been
fulfilled and, if so, the amount of payment to which the Grantee is
entitled and the form in which it is to be made. The Granting
Authority's determination shall be final and binding on all parties.
For purposes of the Plan, the date on which the Grantee becomes
entitled to payment shall be the day following the (i) end of the
Award Period or (ii) termination of employment or other event which
determines the Grantee's entitlement to payment or (iii) the date, if
any, specified for payment by the Granting Authority in its
determination.
VII. Performance Objectives. In connection with any Award or combination of
----------------------
Awards the Committee may fix and, for Performance Awards, shall fix, a
Performance Period, the performance objectives to be achieved or method by
which performance is to be measured during the Performance Period, the
formula or method for valuing the Award and the maximum value of the Award,
if any, all of which shall be specified in the Grant.
<PAGE>
VIII. Dilution and Other Adjustments. In the event of any change in the
------------------------------
outstanding Shares by reason of any stock dividend or split,
recapitalization, merger, consolidation, spin-off, reorganization,
combination or exchange of Shares or other similar corporate change, the
Committee shall make such adjustments, if any, as in its sole discretion
it deems equitable (a) in the maximum number of Shares that may be awarded
under the Plan, (b) in the number or kind of Awards then held by a
Grantee, (c) in the number of kind of Awards which may be awarded to any
Grantee, (d) in the number of Shares subject to an Option held by any
Grantee, (e) in the number of Shares that may be issued under this Plan or
in payment of any Award and/or upon the exercise of any Option or (f) in
the performance objectives in the Performance Period and during the Award
Period from which the requisite growth rates or performance levels are
calculated, such adjustments to be conclusive and binding upon all parties
concerned. The Committee may also make adjustments, to the extent it deems
appropriate, in the performance objectives in the Performance Period and
during and after the Award Period to compensate for or reflect any
significant changes which may have occurred during such Award Period in
accounting practices, tax laws or other laws or regulations which alter or
affect the computation of such performance objectives, or actual economic
conditions, such as inflation, when contrasted with the assumptions
underlying the performance objectives.
IX. Miscellaneous Provisions.
------------------------
1. Assignment. An Employee's rights and interests under the Plan may not be
----------
assigned or transferred and are not subject to attachment, garnishment,
execution or other creditor's process. Any rights with respect to an
Award granted under this Plan existing after the Grantee dies are
exercisable by the Grantee's Designated Beneficiary or, if there is no
Designated Beneficiary, by the Grantee's personal representative.
2. No Right to Awards or Entitlement. No Employee or other person shall
---------------------------------
have any claim or right to be granted an Award under this Plan, nor
shall any Grantee have a right to receive payment of an Award in any
form other than as the Committee shall approve. Neither this Plan nor
any action taken hereunder shall be construed as giving any Employee or
Grantee any right to be retained in
<PAGE>
the employ of the Company or any Affiliate.
3. Taxes. The Company shall have the right to deduct from payment of an
-----
Award any taxes required by law to be withheld from a Grantee with
respect to such payments and, in the case of Awards paid in Shares, or
Shares issued upon the exercise of an Option, the Grantee or other
person receiving such Shares shall be required to pay to the Company
the amount of any taxes required to be withheld from a Grantee with
respect to such Shares.
4. Securities Law Compliance. Each Option granted under this Plan shall
-------------------------
be subject to the condition that such Option may not be exercised if
the Committee determines that the sale of securities upon exercise of
the Option may violate the Securities Act of 1933 or any other law or
requirement of any governmental authority. The Company shall not be
deemed by reason of the granting of any Option under this Plan to have
any obligation to register the Shares subject to such Option under the
Securities Act of 1933 or to maintain in effect any registration of
such Shares which may be made at any time under the Securities Act of
1933.
5. Premature Termination. The Company shall not be obligated to sell or
---------------------
deliver Shares (or have any other obligation or liability) under any
Award granted under this Plan if the Committee shall determine (i)
that the employment of the holder of such Award with the Consolidated
Group shall have been terminated for good cause, or (ii) that the
holder of such Award shall have engaged or may engage in Detrimental
Activity. After any such determination the holder of such Award shall
have no right under such Award (regardless of whether such holder
shall have delivered a notice of exercise prior to the making of such
determination) to receive any payment or purchase any Shares at any
time unless such determination shall be rescinded by the Committee.
Any Award may be terminated entirely by the Committee at the time of
or any time subsequent to a determination by the Committee under this
subsection which has the effect of eliminating the Company's
obligation to pay such Award or sell or deliver Shares under such
Option.
6. Severability. Whenever possible, each provision in this Plan and in
------------
every Option and every Award
<PAGE>
at any time granted under this Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any
provision of this Plan or any Option or Award at any time granted
under this Plan shall be held to be prohibited by or invalid under
applicable law, then (i) such provision shall be deemed amended to,
and to have contained from the outset such language as shall be
necessary to, accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (ii) all other
provisions of this Plan and every Option and Award at any time granted
under this Plan shall remain in full force and effect.
7. No Strict Construction. No rule of strict construction shall be
----------------------
applied against the Company, the Committee, or any other person in the
interpretation of any of the terms of this Plan, any Option or Award
granted under this Plan or any rule or procedure established by the
Committee.
X. Cancellation of Awards. In addition to cancellation by forfeiture as a
----------------------
result of failure to meet conditions applicable to an Award including, but
not limited to, failure to complete the requisite period of employment or
failure to earn payment by meeting performance objectives, the Committee
may cancel all or any part of an Award with the written consent of the
Grantee holding such Award. In the event of any cancellation, all rights of
the former Grantee in respect of such cancelled Award shall terminate.
XI. Amendments and Termination. The Committee may at any time amend, suspend or
--------------------------
terminate the Plan provided that no such action shall adversely affect any
rights under any Award theretofore granted or change the growth objectives
or measure of performance applicable to an Award except in accordance with
Section VIII hereof. All Awards shall be governed by the terms of the Plan
as in effect on the Date of Grant of such Awards.
XII. Effective Date of the Plan. This Plan shall become effective as of May 5,
--------------------------
1988. Awards may be granted under the Plan before it is approved by the
Company's stockholders but no option may be exercised until, and all awards
shall be contingent upon, approval of the Plan by the Company's
stockholders at their next annual meeting following the effective date
hereof.
<PAGE>
[LETTERHEAD OF FMC GOLD COMPANY]
EXHIBIT 5
December 19, 1995
FMC Gold Company
200 East Randolph Drive
Chicago, IL 60601
Gentlemen:
Referring to the Registration Statement on Form S-8 being filed by FMC Gold
Company (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the registration of shares
subject to stock options or other awards granted or to be granted under the FMC
Gold Company 1988 Long-Term Incentive Compensation Plan (the "Plan"), I am of
the opinion that:
1. The Company is a validly organized and existing corporation under the laws
of the State of Delaware.
2. All necessary corporate action has been duly taken to authorize the
establishment of the Plan.
3. The Plan has been validly created, and the interests of the participants
therein are and will be valid and subsisting in accordance with the terms
of the Plan.
4. Upon delivery of shares of Common Stock of the Company to participants in
the Plan in accordance with, and pursuant to the terms of, the Plan, such
shares will be legally issued, fully paid and nonassessable shares of the
Common Stock of the Company.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the filing of the Registration Statement referred
to above.
Very truly yours,
Robert L. Day
General Counsel
RLD:bn
<PAGE>
Exhibit 15
FMC Gold Company
Reno, Nevada
Ladies and Gentlemen:
Re: Registration Statement on Form S-8
----------------------------------
With respect to the registration statement, we acknowledge our awareness
of the use therein of our reports dated April 13, 1995, July 19, 1995, and
October 16, 1995 on Form S-8 expected to be filed by FMC Gold Company on
December 22, 1995, related to our reviews of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.
Very truly yours,
KPMG PEAT MARWICK LLP
Salt Lake City, Utah
December 20, 1995
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
FMC Gold Company
Reno, Nevada
We consent to the use of our audit report dated January 20, 1995, on the
consolidated financial statements of FMC Gold Company and consolidated
subsidiaries as of December 31, 1994 and 1993, and for each of the years in the
three-year period then ended incorporated herein by reference.
Very truly yours,
KPMG PEAT MARWICK LLP
Salt Lake City, Utah
December 20, 1995
<PAGE>
[LETTERHEAD OF FMC GOLD COMPANY]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC GOLD COMPANY, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC Gold Company Long-Term Incentive Plan and
the shares of common stock of the Company which may be issued pursuant to said
awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints B.J.
Kennedy, S.E. Baginski and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th day
----
of December, 1995.
/s/ STEVEN E. BAGINSKI
--------------------------
Steven E. Baginski
<PAGE>
[LETTERHEAD OF FMC GOLD COMPANY]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC GOLD COMPANY, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC Gold Company Long-Term Incentive Plan and
the shares of common stock of the Company which may be issued pursuant to said
awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints B.J.
Kennedy, S.E. Baginski and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th day
----
of December, 1995.
/s/ ROBERT N. BURT
--------------------------
Robert N. Burt
<PAGE>
[LETTERHEAD OF FMC GOLD COMPANY]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC GOLD COMPANY, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC Gold Company Long-Term Incentive Plan and
the shares of common stock of the Company which may be issued pursuant to said
awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints B.J.
Kennedy, S.E. Baginski and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th
day of December, 1995.
/s/ L.D. Brady
-------------------------------------
L.D. Brady
<PAGE>
[LETTERHEAD OF FMC GOLD COMPANY]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC GOLD COMPANY, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC Gold Company Long-Term Incentive Plan and
the shares of common stock of the Company which may be issued pursuant to said
awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints B.J.
Kennedy, S.E. Baginski and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 19th day
of December, 1995.
/s/ NHA D. HOANG
-------------------------------------
Nha D. Hoang
<PAGE>
[LETTERHEAD OF FMC GOLD COMPANY]
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FMC GOLD COMPANY, a Delaware corporation (hereinafter referred to
as the "Company"), proposes to file with the Securities and Exchange Commission
a Registration Statement on Form S-8 and amendments thereto under the Securities
Act of 1933, as amended, with respect to stock options and/or other awards
granted or to be granted under the FMC Gold Company Long-Term Incentive Plan and
the shares of common stock of the Company which may be issued pursuant to said
awards; and
WHEREAS, the undersigned holds and may hereafter from time to time hold one
or more positions in the Corporation whether as an Officer, a Director, or both,
such that the undersigned may be required or permitted in such capacity or
capacities, or on behalf of the Corporation, to sign one or more of such
documents;
NOW, THEREFORE, the undersigned hereby constitutes and appoints B.J.
Kennedy, S.E. Baginski and R.L. Day, or any of them, his attorney for him and in
his name, place and stead, and in each of his offices and capacities in the
Company as may now or hereafter exist, to sign and file said Registration
Statement and any and all amendments, schedules and exhibits thereto, hereby
giving and granting to said attorneys full power and authority to do and perform
all and every act and thing whatsoever requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
if personally present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be done, by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 19th
day of December, 1995.
/s/ BRIAN J. KENNEDY
-------------------------------------
Brian J. Kennedy
