<PAGE> 1
As filed with the Securities and Exchange Commission on June 9, 1997.
Registration No. 33-98876
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-3
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SUNSHINE MINING AND REFINING COMPANY
(Exact Name of registrant as specified in its charter)
DELAWARE 75-2618333
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
877 W. MAIN STREET, SUITE 600
BOISE, IDAHO 83702
(208) 345-0660
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
---------------
JOHN S. SIMKO, CHIEF EXECUTIVE OFFICER
877 W. MAIN STREET, SUITE 600
BOISE, IDAHO 83702
(208) 345-0660
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
---------------
COPY TO:
JAMES D. HOVREN
EVANS, KEANE LLP
1101 W. RIVER STREET, SUITE 200
P.O. BOX 959
BOISE, ID 83701
(208) 384-1800
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
PROPOSED
MAXIMUM
OFFERING PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE PER AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SECURITY OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value . . . . . . . . . . . 206,538,149(1) $1.6875 $348,533,126 120,184.00
- ----------------------------------------------------------------------------------------------------------------
Employee Non-Qualified Stock Options (1987 Plan) to
Purchase Common Stock . . . . . . . . . . . . . . . 921,000(6) - - -
- ----------------------------------------------------------------------------------------------------------------
Incentive Stock Options (1993 Plan) to Purchase
Common Stock . . . . . . . . . . . . . . . . . . . 1,523,500(6) - - -
- ----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value . . . . . . . . . . . 66,645,531(2) - 68,526,653 (2) 23,629.00
- ----------------------------------------------------------------------------------------------------------------
New Warrants to purchase common stock . . . . . . . 14,332,372(2) - -(2) -
- ----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value, to be issued upon
exercise of New Warrants . . . . . . . . . . . . . 14,332,372 1.85625(3) 26,604,465 9,173.00
- ----------------------------------------------------------------------------------------------------------------
Warrants to Purchase Common Stock, $2.12 exercise
price . . . . . . . . . . . . . . . . . . . . . . 10,082,750(4) $.703125 $7,089,434 2,445.00
- ----------------------------------------------------------------------------------------------------------------
8 7/8% Convertible Subordinated Debentures . . . . 1,519,000 - 1,519,000(5) 523.00
- ----------------------------------------------------------------------------------------------------------------
$156,177.58(7)
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</TABLE>
(1) To be issued in exchange for existing Common Stock, including:
193,095,839 shares of Common Stock to be exchanged for outstanding
Common Stock; 915,060 shares to be issued upon conversion of 8 7/8%
Convertible Subordinated Debentures; up to 921,000 shares issuable
upon the exercise of options granted under the Company's 1987 Employee
Non-Qualified Stock Option Plan; up to 1,523,500 shares issuable upon
the exercise of options granted under the Company's 1993 Incentive
Stock Option Plan; and up to 10,082,750 shares issuable upon exercise
of Warrants. Fee calculated pursuant to 457(f)(1) based upon the
average of high and low prices on NYSE for existing Common Stock on
October 24, 1995.
(2) Common Stock and Warrants to purchase Common Stock to be issued in
exchange for existing Preferred Stock. Fee calculated pursuant to
457(f)(1), aggregate price based upon the average of high and low
prices on NYSE for Preferred Stock on October 24, 1995.
(3) Pursuant to 457(g), based upon 110% of the average high and low prices
on NYSE for existing Common Stock on October 24, 1995.
(4) To be issued in exchange for existing Warrants ($2.12 exercise price)
to purchase Common Stock. Fee calculated pursuant to 457(f)(1) based
upon the average of high and low prices on the NNM for existing
warrants ($.65625) on October 24, 1995.
(5) Fee calculated pursuant to 457(f)(2).
(6) Pursuant to Rule 457(h)(2) an additional fee is not required. The
shares of Common Stock underlying 1987 Plan and 1993 Plan options are
included and registered above.
(7) Previously paid
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATES AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
PROSPECTUS
SUNSHINE MINING AND REFINING COMPANY
24,415,122 SHARES OF COMMON STOCK
The shares of Common Stock are issuable upon the exercise of the
Company's outstanding warrants issued in 1994 with an exercise price of $2.12
(the"$2.12 Warrants") and warrants issued in 1996 with an exercise price of
$1.38 (the "$1.38 Warrants) pursuant to the terms of the respective Warrant
Agreements. The Company will receive the proceeds from the exercise of the
Warrants, which proceeds will be used by the Company for general corporate
purposes.
The Common Stock offered hereby has been listed on the New York Stock
Exchange ("NYSE"). The Company's Common Stock is traded on the NYSE under the
symbol "SSC." On June 6, 1997, the reported closing sale price of the
Company's Common Stock was $.875 per share.
SEE "RISK FACTORS" WHICH BEGINS ON PAGE 2 FOR CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
_______________
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 June [_________], 1997.
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<PAGE> 3
RISK FACTORS
Investors should carefully consider the following matters in connection
with an investment in the securities in addition to the other information
contained or incorporated by reference in this Prospectus. Information
contained or incorporated by reference in this Prospectus contains "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, which can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "anticipate," "estimate," or
"continue" or the negative thereof, or other variations thereon or comparable
terminology. The following matters constitute cautionary statements
identifying important factors with respect to such forward-looking statements,
including certain risk factors and uncertainties, that could cause actual
results to differ materially from those in such forward-looking statements.
Reference should be made to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (the "Annual Report"), the Quarterly Report on Form
10-Q for the quarter ended March 31, 1997, the Prospectus/Proxy Statement on
Form S-4 for the Special Meeting of Stockholders of the Company held on March
29, 1996 (the "Prospectus/Proxy Statement"), the Proxy Statement for the Annual
Meeting of Stockholders of the Company to be held on June 10, 1997, and all
financial statements and notes thereto contained therein (all of which are
incorporated herein by reference) for a more detailed discussion of the
following matters.
OPERATING LOSSES
Substantially all of the Company's revenues are derived from the sale of
silver mined from its Sunshine Mine in Kellogg, Idaho. Accordingly, the
Company's earnings are directly related to the price of silver. Silver prices
have been depressed since 1985, and as a result the Company has experienced
losses from operations for each of the last ten years. The Company reported
net losses of $24.9 million, $15.5 million, and $4.9 million in 1996, 1995 and
1994 respectively. The Company expects to fund its losses for fiscal 1997 from
the Company's cash and cash equivalents and silver bullion held for investment.
At December 31, 1996, Sunshine's cash and silver bullion held for investment
totalled approximately $24.3 million.
The operating losses and cash flow deficiencies of the Company are
expected to continue until silver prices recover substantially or the Company's
exploration efforts at the Sunshine Mine or its other properties are successful
in developing significant additional production. Absent the foregoing, the
Company may eventually be required to further curtail operations or cease its
mining activities at the Sunshine Mine altogether. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Business and Properties" and the Consolidated Financial Statements (including
the Notes thereto) of the Company appearing in the Annual Report.
VOLATILITY OF SILVER PRICES
The Company's earnings are directly related to the price of silver, and
the value of the Common Stock has historically moved in correlation with
movements in silver prices. Silver prices are subject to fluctuation and are
affected by numerous factors beyond the control of the Company, which alone or
in combination may cause the price of silver to rise or fall. These factors
include, among others, expectations for inflation, speculative activities,
levels of silver production and demand for silver as a component of
manufactured goods. The following table sets forth for the periods indicated
the high, low and average closing prices per ounce of silver on the Commodity
Exchange, Inc. ("COMEX") and also translates the average price as stated into
constant 1996 dollars.
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<PAGE> 4
<TABLE>
<CAPTION>
CONSTANT
NOMINAL 1996 DOLLARS
YEAR HIGH LOW AVG. AVG.
<S> <C> <C> <C> <C>
1983 . . . . . . . . . . . . . . . . $14.74 $8.38 $11.46 $17.05
1984 . . . . . . . . . . . . . . . . 10.17 6.25 8.15 11.39
1985 . . . . . . . . . . . . . . . . 6.89 5.48 6.14 8.19
1986 . . . . . . . . . . . . . . . . 6.32 4.85 5.49 7.13
1987 . . . . . . . . . . . . . . . . 11.25 5.35 6.99 8.85
1988 . . . . . . . . . . . . . . . . 8.06 6.01 6.53 7.91
1989 . . . . . . . . . . . . . . . . 6.20 5.02 5.47 6.28
1990 . . . . . . . . . . . . . . . . 5.35 3.94 4.82 5.16
1991 . . . . . . . . . . . . . . . . 4.55 3.51 4.03 4.11
1992 . . . . . . . . . . . . . . . . 4.32 3.63 3.94 3.88
1993 . . . . . . . . . . . . . . . . 5.44 3.52 4.31 4.18
1994 . . . . . . . . . . . . . . . . 5.78 4.61 5.28 5.01
1995 . . . . . . . . . . . . . . . . 6.10 4.38 5.20 4.76
1996 . . . . . . . . . . . . . . . . 5.84 4.71 5.21 5.21
</TABLE>
On April 23, 1997, the closing price of silver reported on the COMEX was
$4.72 per ounce. In constant 1996 dollars, the average silver price from 1990
through 1996 has been approximately $4.62.
DEPENDENCE ON EXPLORATION SUCCESS
Substantially all of the Company's revenues are derived from the
Sunshine Mine which at current silver prices is not profitable. Therefore, the
future earnings of the Company are presently dependent on the success of
exploration at the Sunshine Mine and at the Company's other exploration
projects. No assurance can be given that the Company's exploration program
will prove successful. See "Business and Properties - Operations -- Explo-
ration Activities at the Sunshine Mine" included in the Annual Report.
IMPRECISION OF RESERVE ESTIMATES
The ore reserve estimates presented in the Annual Report are estimates
made by the Company's geologic personnel, and no assurance can be given that
the indicated quantity of in situ silver will be realized. No independent
consultants have been retained by the Company to review and verify such
estimates. Reserve estimates are expressions of judgment based largely on data
from diamond drill holes and underground openings, such as drifts or raises
which expose the mineralization on 1, 2 or 3 sides, sampling and similar
examinations. Reserve estimates may change as ore bodies are mined and
additional data is derived. The Company's estimates of proven and probable
reserves for the Sunshine Mine are as of January 1, 1997.
MINING RISKS AND INSURANCE
The Company's operations may be affected by risks and hazards generally
associated with the mining industry, including fires, cave-ins, rock bursts,
flooding, industrial accidents, mechanical or electrical failures, and unusual
or unexpected rock formations. Such risks could result in damage to, or
destruction of, mineral properties or producing facilities, personal injury,
environmental damage, delays in mining, monetary losses and possible legal
liability. Although the Company maintains insurance at levels consistent with
its historical experience and industry practice, no assurance can be given that
such insurance will continue to be available at economically feasible premiums.
Insurance for environmental risks (including potential for pollution or other
hazards as a result of the disposal of waste products occurring from
production) is not generally available to the Company or to other companies
within the industry.
3
<PAGE> 5
GOVERNMENT REGULATION
The Company's activities are subject to extensive federal, state, and
local laws and regulations controlling not only the mining of and exploration
for mineral properties, but also the possible effects of such activities upon
the environment. Except as described under "Legal Proceedings - Environmental
Matters" included in the Annual Report, the Company is not aware of any
material violation of environmental law, regulations, permits or licenses
issued with respect to the Company's operations. Future legislation and
regulations could cause additional expense, capital expenditures, restrictions
and delays in the mining, production or development of the Company's
properties, the extent of which cannot be predicted.
THE COMPANY
Prior to May 22, 1996, the Company was known as Sunshine Merger Company
and was the wholly-owned subsidiary of Sunshine Mining and Refining Company
("Sunshine"). On May 22, 1996 (the "Effective Date"), Sunshine merged with and
into the Company which was then renamed Sunshine Mining and Refining Company.
By virtue of the merger, the Company became the successor to all of the
business, assets, liabilities and capital structure of Sunshine, with the sole
exception that the $11.94 (Stated Value) Cumulative Redeemable Preferred Stock
(the "Preferred Stock") of Sunshine was retired in its entirety.
Pursuant to the merger of Sunshine with and into the Company, all
securities of Sunshine, with the exception of Sunshine's Preferred Stock, were
converted pursuant to the terms of the merger and without any action by the
holders thereof into an equal number of identical securities of the Company.
The Company is a Delaware corporation. The Company's principal
executive office and mailing address are 877 W. Main Street, Suite 600, Boise,
Idaho 83702 and its telephone number is (208) 345-0660.
USE OF PROCEEDS
Proceeds from the exercise of $2.12 Warrants and $1.38 Warrants, when
received by the Company, will be used for general corporate purposes.
DESCRIPTION OF SECURITIES
AND
PLAN OF DISTRIBUTION
The authorized capital stock of the Company consists of (i) 400 million
shares of Common Stock, par value $.01 per share, of which 255.1 million shares
were outstanding (excluding 4.7 million treasury shares) at March 31, 1997, and
were held of record by approximately 30,000 holders, and (ii) 20 million shares
of Preferred Stock, $1.00 par value, issuable in one or more series, with such
dividend rates, liquidation preferences, redemption, conversion and voting
rights and such further designations, powers, preferences, rights, limitations,
and restrictions as may be fixed and determined by the Board of Directors of
the Company, all without a vote of the Company's stockholders. No shares of
Preferred Stock are outstanding. The Company's outstanding capital stock is
fully paid and nonassessable and none of the authorized capital stock is
entitled to preemptive rights.
For a summarized description of recent transactions which have affected
the capital stock of the Company, see the Prospectus/Proxy Statement and the
Consolidated Statement of Stockholders Equity contained in the Consolidated
Financial Statement appearing in the Annual Report.
The shares of Common Stock covered by this Prospectus are issuable upon
exercise of the Company's $1.38 Warrants and $2.12 Warrants. The Common Stock
is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended. The following description of the $1.38 Warrants and $2.12 Warrants is
qualified by the descriptions of those securities contained in the $1.38
Warrant Agreement and $2.12 Warrant Agreement, as defined below.
4
<PAGE> 6
THE $1.38 WARRANTS
The $1.38 Warrants have been issued under a Warrant Agreement (the
"$1.38 Warrant Agreement") between the Company and American Stock Transfer &
Trust Company, as warrant agent (the "Warrant Agent"). The $1.38 Warrants trade
on the NNM under the symbol "SILVZ." American Stock Transfer & Trust Company
is the transfer agent for the $1.38 Warrants.
A total of approximately 7.3 million $1.38 Warrants are outstanding,
each of which entitles the holder thereof to purchase one share of Common Stock
at an exercise price of $1.38. The $1.38 Warrants will expire at 5:00 p.m.,
New York City time, on May 22, 2001 (the "$1.38 Warrant Expiration Date").
The $1.38 Warrants may be exercised by tendering the aggregate Exercise
Price and any other amounts required to be paid under the $1.38 Warrant
Agreement and surrendering to the Warrant Agent a $1.38 Warrant certificate
with the form of election to purchase the Common Stock, duly completed and
signed by the registered holder or such holder's duly appointed legal represen-
tative or by a duly authorized attorney. Upon surrender of a $1.38 Warrant
certificate for exercise, the Warrant Agent will deliver or cause to be
delivered, to or upon the written order of the holder, certificates
representing the shares of Common Stock issued upon the exercise of the $1.38
Warrants, together with $1.38 Warrant certificates evidencing any $1.38
Warrants not exercised. No fractional shares will be issued upon exercise of
$1.38 Warrants.
Certificates for the $1.38 Warrants will be exchangeable without service
charge for similar certificates of different denominations at the office of the
Warrant Agent maintained for that purpose. The Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of $1.38
Warrant Certificates.
The Company has authorized and reserved for issuance such number of
shares of Common Stock as shall be issuable upon the exercise of all
outstanding $1.38 Warrants. Such shares of Common Stock, when issued, will be
validly issued, fully paid and nonassessable.
The number of shares of Common Stock issuable upon the exercise of each
$1.38 Warrant is subject to adjustment in the event the Company pays a dividend
on its Common Stock in Common Stock, subdivides its outstanding shares of
Common Stock into a greater number of shares, combines its outstanding shares
of Common Stock into a lesser number of shares, or issues by reclassification
of its Common Stock any other shares of its capital stock. The Company may, at
its option, increase the number of shares purchasable upon exercise of the
$1.38 Warrants by any amount and for any period of time or reduce the exercise
price by any amount and for any period of time (provided that such period is
not less than 20 business days). In case of consolidation, merger or sale of
all or substantially all of the assets of the Company, the holder of each
outstanding $1.38 Warrant shall have the right to exercise such $1.38 Warrant
for the kind and amount of securities, cash or other assets, if any, receivable
by a holder of the number of shares of Common Stock into which such $1.38
Warrants were exercisable immediately prior thereto.
THE $2.12 WARRANTS
The $2.12 Warrants were issued under a Warrant Agreement (the "$2.12
Warrant Agreement") between the Company and American Stock Transfer & Trust
Company, as warrant agent (the " Warrant Agent"). The $2.12 Warrants trade on
the NNM under the symbol "SILVW." American Stock Transfer & Trust Company is
the transfer agent for the $2.12 Warrants.
A total of approximately 10.1 million $2.12 Warrants are outstanding,
each of which entitles the holder thereof to purchase one share of Common Stock
at an exercise price of $2.12. The $2.12 Warrants expire on March 9, 1999,
(the $2.12 Warrant Expiration Date"), and are callable by the Company after
March 9, 1996, at a price of $.50 per Warrant.
The $2.12 Warrants may be exercised by tendering the aggregate Exercise
Price and any other amounts required to be paid under the $2.12 Warrant
Agreement and surrendering to the Warrant Agent a $2.12 Warrant
5
<PAGE> 7
certificate with the form of election to purchase the Common Stock, duly
completed and signed by the registered holder or such holder's duly appointed
legal representative or by a duly authorized attorney. Upon surrender of a
$2.12 Warrant certificate for exercise, the Warrant Agent will deliver or cause
to be delivered, to or upon the written order of the holder, certificates
representing the shares of Common Stock issued upon the exercise of the $2.12
Warrants, together with $2.12 Warrant certificates evidencing any $2.12
Warrants not exercised. No fractional shares will be issued upon exercise of
$2.12 Warrants.
Certificates for the $2.12 Warrants will be exchangeable without service
charge for similar certificates of different denominations at the office of the
Warrant Agent maintained for that purpose. The Company may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of $2.12
Warrant certificates.
The Company has authorized and reserved for issuance such number of
shares of Common Stock as shall be issuable upon the exercise of all
outstanding $2.12 Warrants. Such shares of Common Stock, when issued, will be
validly issued, fully paid and nonassessable.
The number of shares of Common Stock issuable upon the exercise of each
$2.12 Warrant is subject to adjustment in the event the Company pays a dividend
on its Common Stock in Common Stock, subdivides its outstanding shares of
Common Stock into a greater number of shares, combines its outstanding shares
of Common Stock into a lesser number of shares, or issues by reclassification
of its Common Stock any other shares of its capital stock. The Company may, at
its option, increase the number of shares purchasable upon exercise of the
$2.12 Warrants by any amount and for any period of time (provided that such
period is not less than 20 business days). In case of consolidation, merger or
sale of all or substantially all of the assets of the Company, the holder of
each outstanding $2.12 Warrant shall have the right to the kind and amount of
securities, cash or other assets, if any, receivable by a holder of the number
of shares of Common Stock into which such $2.12 Warrants were exercisable
immediately prior thereto.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
on for the Company by Evans, Keane LLP, Boise, Idaho.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1996, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"). In
accordance with the Exchange Act, the Company files reports, proxy statements,
and other information with the Securities and Exchange Commission (the
"Commission"). The reports, proxy statements, and other information can be
inspected and copied at the public reference facilities that the Commission
maintains at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices located at 7 World Trade Center, 13th Floor,
New York, New York, 10048, and Northwestern Atrium Center, suite 1400, 500 West
Madison Street, Chicago, Illinois 60661. Copies of these materials can be
obtained at prescribed rates from the Public Reference Section of the
Commission at the principal offices of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission maintains a Web Site that contains
reports, proxy and information statements and other information regarding
registrants, including the Company, that file electronically with the
Commission. The address of the Commission's Web Site is http://www.sec.gov. The
Company's Common Stock is listed for trading on the New York Stock Exchange
under the symbol "SSC." Quarterly Reports and other information concerning the
Company can be inspected at the office of such Exchange, 20 Broad Street, New
York, New York 10005.
6
<PAGE> 8
The Company has filed with the Commission the Registration Statement on
Form S-3 under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement, certain items of which are contained in schedules and exhibits to
the Registration Statement as permitted by the rules and regulations of the
Commission. Statements made in the Prospectus concerning the contents of any
document referred to herein are not necessarily complete. With respect to each
such document filed with the Commission as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete description,
and each such statement shall be deemed qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference
in this Prospectus: (i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1996; (File No. 001-10012); (ii) Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997 (File No. 001-10012); (iii) the Proxy
Statement for the Annual Meeting of Stockholders of the Company to be held June
10, 1997 (File No. 001-10012); (iv) the description of Common Stock contained
in Sunshine's Registration Statement No. 1-7966, as amended, filed pursuant to
the Securities Exchange Act of 1934; and (v) all other reports filed pursuant
to Section 13(a) or 15(d) of the Exchange Act since the fiscal year ended
December 31, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the completion of the Offering shall be deemed to be incorporated
by reference herein. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed superseded or
modified for purposes of this Prospectus to the extent that a statement
contained herein (or in any other subsequently filed document which also is
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 any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
by reference (other than exhibits to such documents which are not specifically
incorporated by reference in such documents). Written requests for such copies
should be directed to the Company, 877 W. Main Street, Suite 600, Boise, Idaho
83702, Attention: Rebecca L. Saunders, Secretary. Telephone requests may be
directed to Rebecca L. Saunders, Secretary, at (208) 345-0660.
7
<PAGE> 9
================================================================================
NO 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. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE THE IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMA-
TION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
_______________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
DESCRIPTION OF SECURITIES
AND PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . 4
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . 7
</TABLE>
================================================================================
================================================================================
_______________
24,415,122 SHARES OF COMMON STOCK
SUNSHINE MINING AND REFINING COMPANY
_______________
PROSPECTUS
JUNE [____], 1997
================================================================================
8
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee Previously Paid
NYSE Listing Fee Previously Paid
Printing and Photocopy Expenses Previously Paid
Accounting Fees and Expenses $ 2,000
Legal Fees and Expenses 6,000
Miscellaneous Expenses 3,000
-------
Total $11,000
=======
</TABLE>
All of the above expenses except the Securities and Exchange Commission
registration fee and the NYSE listing fee are estimated. All of such expenses
have been borne by the Registrant.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The information set forth pursuant to Item 20 of the Registrant's
Registration Statement on Form S-4 (Registration No. 33-98876) is incorporated
herein.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
------- -------
<S> <C>
2.1 Form of Agreement and Plan of Merger entered into by and among
Sunshine and Sunshine Merger Company, filed as Exhibit 2.1 to the
Company's Registration Statement on Form S-4, (Registration No. 33-
98876) and incorporated herein by reference.
4.1 Warrant Agreement dated as of February 1, 1996, between Sunshine and
American Stock Transfer & Trust Company, as Warrant Agent, filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-4
(Registration No. 33-98876) and incorporated herein by reference.
4.2 Warrant Agreement dated as of February 3, 1994, between Sunshine and
American Stock Transfer & Trust Company, as Warrant Agent, filed as
Exhibit 4.3 to Sunshine's Registration Statement on Form S-1
(Registration No. 33-73608), as amended and incorporated herein by
reference.
4.3 Form of Supplemental Warrant Agreement dated as of February 1, 1996,
between Sunshine and American Stock Transfer & Trust Company, as
Warrant Agent, filed as Exhibit 4.10 to the Company's Registration
Statement on Form S-4 (Registration No. 33-98876) and incorporated
herein by reference.
4.4 Warrant Certificate filed as Exhibit 4.3 to the Company Registration
Statement on Form S-4, (Registration No. 33-98876) and incorporated
herein by reference.
4.5 Form of Warrant Certificate, filed as Exhibit 4.4 to Sunshine's
Registration Statement on Form S-1 (Registration No. 33-73608), as
amended and incorporated herein by reference.
4.6 Specimen Stock Certificate of the Common Stock, $0.01 par value, of
Sunshine, filed as Exhibit 4.2 to Sunshine's Registration Statement on
Form S-1 (Registration No. 33-63446) as amended, and incorporated
herein by reference.
4.7 Form of Indenture dated as of July 15, 1988, between Sunshine and
MTrust Corp., National Association, with respect to Sunshine's
Convertible Subordinated Debentures due July 15, 2008, filed as
Exhibit 4.25 to Sunshine's Registration Statement on Form S-3 (Regis-
tration No. 33-21159) and incorporated herein by reference.
</TABLE>
II-1
<PAGE> 11
<TABLE>
<S> <C>
4.8 First Supplemental Indenture, dated as of August 8, 1988, Second
Supplemental Indenture dated as of November 10, 1988, and Third
Supplemental Indenture, dated as of April 10, 1991, by and between the
Company and Ameritrust Texas, N.A., the successor to MTrust Corp.,
National Association relating to the issuance of the Debenture, filed
as Exhibit 4.3 to Sunshine's Annual Report on Form 10-K for the fiscal
year ended December 31, 1990, and incorporated herein by reference.
4.9 Fourth Supplemental Indenture, by and between the Company and Texas
Commerce Bank National Association, as successor to Ameritrust Texas
National Association formerly known as MTrust Corp., National
Association, filed as Exhibit 4.10 to the Company's Registration
Statement on Form S-4, (Registration No. 33-98876) and incorporated
herein by reference.
**5.1 Opinion of Evans, Keane LLP.
**23.1 Consent of Evans, Keane LLP (included in the opinion filed as Exhibit
5.1).
*23.2 Consent of Ernst & Young LLP
**24.1 Power of attorney of the officers and directors of the Company,
included on the signature page hereof.
</TABLE>
- ---------------
* File herewith
** Previously filed.
ITEM 17. 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;
(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 fundamental
change in the information set forth in the Registration
Statement (notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar of securities would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if in the aggregate, the changes in volume
and price represents no more than 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement); and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in 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 Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
II-2
<PAGE> 12
(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.
The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, 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 of 1933 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.
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-3 and has duly caused this post-effective
Amendment No. 2 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boise, State of Idaho on
June 9, 1997.
SUNSHINE MINING AND REFINING COMPANY
By: /s/ John S. Simko
--------------------------------------
John S. Simko
Chief Executive Officer and
Chairman of the Board
II-3
<PAGE> 13
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities indicated on June 9, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------------------------- -------------------------
<S> <C>
Director
---------------------------
G. Chris Andersen
* /s/ V. Dale Babbitt Director
---------------------------
V. Dale Babbitt
* /s/ William W. Davis Executive Vice President,
--------------------------- Chief Financial and
William W. Davis Accounting Officer
Director
---------------------------
George M. Elvin
* /s/ Daniel D. Jackson Director
---------------------------
Daniel D. Jackson
* /s/ Oren G. Shaffer Director
---------------------------
Oren G. Shaffer
* /s/ John S. Simko Director, Chief Executive Officer,
--------------------------- and Chairman of the Board
John S. Simko
Director
---------------------------
Robert B. Smith, Jr.
</TABLE>
John S. Simko, by signing his name hereto, does sign and execute this
Post-effective Amendment No. 2 to the Registration Statement on behalf of each
of the above-named officers and directors of the Registrant on the 9th day of
June, 1997, pursuant to powers of attorney executed on behalf of each of such
officers and directors, and previously filed with the Securities and Exchange
Commission.
* /s/ John S. Simko
---------------------------
John S. Simko
Attorney-in-Fact
II-4
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
------- -------
<S> <C>
2.1 Form of Agreement and Plan of Merger entered into by and among
Sunshine and Sunshine Merger Company, filed as Exhibit 2.1 to the
Company's Registration Statement on Form S-4, (Registration No. 33-
98876) and incorporated herein by reference.
4.1 Warrant Agreement dated as of February 1, 1996, between Sunshine and
American Stock Transfer & Trust Company, as Warrant Agent, filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-4
(Registration No. 33-98876) and incorporated herein by reference.
4.2 Warrant Agreement dated as of February 3, 1994, between Sunshine and
American Stock Transfer & Trust Company, as Warrant Agent, filed as
Exhibit 4.3 to Sunshine's Registration Statement on Form S-1
(Registration No. 33-73608), as amended and incorporated herein by
reference.
4.3 Form of Supplemental Warrant Agreement dated as of February 1, 1996,
between Sunshine and American Stock Transfer & Trust Company, as
Warrant Agent, filed as Exhibit 4.10 to the Company's Registration
Statement on Form S-4 (Registration No. 33-98876) and incorporated
herein by reference.
4.4 Warrant Certificate filed as Exhibit 4.3 to the Company Registration
Statement on Form S-4, (Registration No. 33-98876) and incorporated
herein by reference.
4.5 Form of Warrant Certificate, filed as Exhibit 4.4 to Sunshine's
Registration Statement on Form S-1 (Registration No. 33-73608), as
amended and incorporated herein by reference.
4.6 Specimen Stock Certificate of the Common Stock, $0.01 par value, of
Sunshine, filed as Exhibit 4.2 to Sunshine's Registration Statement on
Form S-1 (Registration No. 33-63446) as amended, and incorporated
herein by reference.
4.7 Form of Indenture dated as of July 15, 1988, between Sunshine and
MTrust Corp., National Association, with respect to Sunshine's
Convertible Subordinated Debentures due July 15, 2008, filed as
Exhibit 4.25 to Sunshine's Registration Statement on Form S-3 (Regis-
tration No. 33-21159) and incorporated herein by reference.
4.8 First Supplemental Indenture, dated as of August 8, 1988, Second
Supplemental Indenture dated as of November 10, 1988, and Third
Supplemental Indenture, dated as of April 10, 1991, by and between the
Company and Ameritrust Texas, N.A., the successor to MTrust Corp.,
National Association relating to the issuance of the Debenture, filed
as Exhibit 4.3 to Sunshine's Annual Report on Form 10-K for the fiscal
year ended December 31, 1990, and incorporated herein by reference.
4.9 Fourth Supplemental Indenture, by and between the Company and Texas
Commerce Bank National Association, as successor to Ameritrust Texas
National Association formerly known as MTrust Corp., National
Association, filed as Exhibit 4.10 to the Company's Registration
Statement on Form S-4, (Registration No. 33-98876) and incorporated
herein by reference.
**5.1 Opinion of Evans, Keane LLP.
**23.1 Consent of Evans, Keane LLP (included in the opinion filed as Exhibit
5.1).
*23.2 Consent of Ernst & Young LLP
**24.1 Power of attorney of the officers and directors of the Company,
included on the signature page hereof.
</TABLE>
- ---------------
* File herewith
** Previously filed.
II-5
<PAGE> 1
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Post-Effective Amendment No. 2 on Form S-3 to the Registration Statement (Form
S-4 No. 33-98876) and related Prospectus of Sunshine Mining and Refining
Company for the registration of 24,415,122 shares of its common stock and to
the incorporation by reference therein of our report dated February 21, 1997,
with respect to the consolidated financial statements of Sunshine Mining and
Refining Company included in its Annual Report on Form 10-K for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
June 6, 1997
