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2/23/98
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORD PACIFIC LIMITED
(Exact name of registrant as specified in its charter)
Bermuda N/A
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(State of Incorporation) (I.R.S. Employer Identification No.)
NORD PACIFIC LIMITED
22 CHURCH STREET
HAMILTON HMII BERMUDA
(809) 292-2363
(Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CERTAIN STOCK OPTIONS
RAY JENNER
C/O NORD RESOURCES CORPORATION
201 THIRD STREET, NW, SUITE 1750
ALBUQUERQUE, NEW MEXICO 87102
(505) 241-5820
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, 53,000 $5.25(1) $278,250(1) $100.00
$.01 par value
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</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based upon the exercise price for the options.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference as of their respective dates of filing:
(a) The Annual Report of Nord Pacific Limited (the "Company") on
Form 10-K for the year ended December 31, 1996, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934 ("Exchange Act");
(b) The Quarterly Reports of the Company on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997, filed pursuant to
Section 13(a) of the Exchange Act;
(c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1996; and
(d) The description of the Registrant's Common Stock contained in the
Registration Statement on Form S-4, filed on January 24, 1990 (Registration No.
33-25683), including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all Common Stock offered
hereunder has been sold or which deregisters all Common Stock then remaining
unsold hereunder 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.
John C.R. Collis, a director of the Registrant, is a partner in the law
firm of Conyers, Dill & Pearman, which firm has rendered an opinion to the
Registrant that the Common Stock offered hereby has been duly authorized and,
upon issuance in accordance with the terms
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of the options being registered hereunder, will be duly and validly issued,
fully paid and non-assessable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Bermuda law authorizes a corporation, in its bylaws, to provide that
directors of the corporation will not be liable to the corporation or its
shareholders for any act or failure to act, except in respect of any willful
negligence, willful default, fraud or dishonesty on such director's part.
Bermuda law also authorizes a corporation, in its bylaws, to provide that each
shareholder waive any claim or right of action such shareholder may have,
whether individually or by in the right of the corporation, against any
director on account of any action or failure to act, except no shareholder may
waive such shareholder's rights in respect of any willful negligence, willful
default, fraud or dishonesty on such director's part. Bermuda law also
authorizes a corporation, in its bylaws, to provide that the corporation will
indemnify and hold harmless its officers and directors from any act or failure
to act, except in respect of any willful negligence, willful default, fraud or
dishonesty which may attach to any officer or director.
The Registrant's bylaws provide, in substance, for the exculpation from
liability of directors and for the indemnification of directors and officers of
the Registrant to the maximum extent permitted by Bermuda law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
See Index to Exhibits, below.
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, 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;
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(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 this registration statement;
(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 the undertakings set forth in paragraphs (i) and (ii)
above 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.
(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.
(b) The undersigned registrant hereby further undertakes that, for
purposes 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 that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) 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 Act and is, therefore,
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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 Act and will be governed by the final
adjudication of such issue.
SIGNATURE
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
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 Albuquerque, State of New Mexico, on this
____ day of ____________________, 199_.
NORD PACIFIC LIMITED
By:/s/
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Name:
Title:
POWER OF ATTORNEY
We, the undersigned officers and directors of NORD PACIFIC LIMITED,
hereby severally constitute and appoint W. PIERCE CARSON and RAY JENNER and
each of them (with full power to each of them to act alone), our true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for us and in our stead, to sign any and all amendments
(including any post-effective amendments) to this Registration Statement and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary or advisable to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents, or any of them,
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or their substitutes, may lawfully do or cause to be done by virtue hereof.
Witness our hands on the dates set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
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Signature Title Date
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/s/ EDGAR F. CRUFT
- -------------------- Chairman of the March 5, 1998
EDGAR F. CRUFT Board
/s/ W. PIERCE CARSON
- -------------------- Chief Executive March 5, 1998
W. PIERCE CARSON Officer
/s/ RAY JENNER
- -------------------- Chief Financial March 5, 1998
RAY JENNER Officer
- -------------------- Director March 5, 1998
JOHN C.R. COLLIS
- -------------------- Director March 5, 1998
MICHAEL J. DREW
/s/ LUCILE LANSING
- -------------------- Director March 5, 1998
LUCILE LANSING
/s/ LEONARD LICHTER
- -------------------- Director March 5, 1998
LEONARD LICHTER
/s/ JOHN B. ROBERTS
- -------------------- Director March 5, 1998
JOHN B. ROBERTS
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*The undersigned, by signing his name hereto, executes this Registration
Statement pursuant to a power of attorney executed by each of the above-named
persons and filed with the Securities and Exchange Commission as an exhibit to
this Registration Statement.
/s/ Edgar F. Cruft
---------------------------------
Edgar F. Cruft
INDEX TO EXHIBITS
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES:
(4.1) Form of Nord Pacific Limited Non-Plan Option for options
being registered hereunder
(5) OPINION REGARDING LEGALITY:
5.1 Opinion of Messrs. Conyers, Dill & Pearman, Bermuda, regarding
legality of the issuance of the Shares
(23) CONSENTS OF COUNSEL AND EXPERTS:
23.1 Consent of Deloitte & Touche
23.2 Consent of Messrs. Conyers, Dill & Pearman (contained in their
opinion filed as Exhibit 5.1)
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NORD PACIFIC LIMITED
STOCK OPTION
NORD PACIFIC LIMITED, a Bermuda corporation (the "Company"), hereby
grants to ________ ("Optionee"), effective __________ ("Date of Grant"), as a
separate inducement and agreement in connection with Optionee's services to the
Company and not in lieu of any other compensation or fees paid to the Optionee
for services, the right and option to purchase ______________ (______) shares
of Common Stock of the Company ("Shares") at the purchase price of U.S.$.90 per
Share (the "Option").
The Option is granted upon the following terms:
1. Subject to subparagraph 4 below, the Option shall expire at the
close of business on the earlier of: (i) February 1, 2001, or
(ii) ninety (90) days after the date that the Optionee no longer
has a contract and/or an employment relationship with the
Company, unless exercised prior thereto.
2. The Option is exercisable at any time, in whole or in part,
subject to the provisions of subparagraphs 3 and 4 below.
3. The Optionee shall vest 100% on _________.
4. In the event Optionee dies or becomes permanently
disabled, the Option may be exercised within one (1)
year after the date of death or permanent disability by
the person or persons (including the Optionee's estate)
to whom the Optionee's rights under the Option shall
have passed by will or by the laws of descent and
distribution or by the Optionee or
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his or personal representatives, as the case may be. Under no
circumstances, however, may the Option be exercised after the
expiration date of the Option specified in subparagraph 1 above.
5. The Option may not be assigned, transferred, pledged or
otherwise encumbered by Optionee other than by will or
the laws of descent and distribution; the Option may
not be subject to execution, attachment, or similar
process; and the Option may be exercised during the
lifetime of Optionee only by Optionee.
6. Payment for all Shares purchased to exercise the Option
shall be made in cash or by certified check, money
order or by personal check (if approved by the Board of
Directors). In lieu of a check, the Optionee may, with
the approval of the Compensation Committee of the Board
of Directors in its sole discretion, submit
certificates for stock of the Company tendered as full
or partial payment of the option exercise price.
Certificates for stock tendered must be endorsed or
accompanied by signed stock powers with the signature
guaranteed by the commercial bank or trust company or
by a brokerage firm acceptable to the Company. Stock
tendered in payment will be valued at its fair market
value on the date of exercise of the Option. Any
deficiency in the option exercise price shall be paid
by certified check. Such payment shall be made at the
time that the Option or any part thereof is exercised
and no Shares shall be issued or delivered until full
payment therefor has been made.
7. If and to the extent that the number of issued shares
of common stock of the Company shall be increased or
reduced by change in par value, split up,
reclassification, distribution of a dividend payable in
stock or the like, the number of shares subject to the
Option and the option price per share shall be
proportionately adjusted. If the Company shall be the
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surviving corporation in any merger or consolidation,
recapitalization, reclassification of shares or similar
reorganization, the holder of this Option shall be entitled to
purchase, at the same times and upon the same terms and
conditions as are then provided in this Option, the number and
class of shares of stock or other securities to which a holder of
the number of shares of stock subject to this Option at the time
of such transaction would have been entitled to receive as a
result of such transaction. In the event of a dissolution or
liquidation of the Company or a merger or consolidation in which
the Company is not the surviving corporation, this Option shall
terminate upon the effective date thereof, except to the extent
that another corporation assumes this Option or substitutes
another option therefor. Except as expressly provided in this
Section 7, the holder of this Option shall have no rights by
reason of any subdivision or combination of shares of stock of
any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock or any
class or by reason of any dissolution, liquidation, merger or
consolidation or distribution to the Company's shareholders of
assets or stock of another corporation. Except as expressly
provided herein, any issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any
class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of Shares of
stock subject to this Option.
8. Optionee shall have no rights as a stockholder with
respect to the Option until payment of the option price
and delivery to him of the Shares as herein provided.
9. This Option Agreement shall be governed by and
construed in accordance with the laws of Bermuda,
without giving effect to principals of conflict of
laws.
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10. Neither this Option Agreement nor the Shares are
registered under the Securities Act of 1933, as
amended. This Option is subject to the condition that
if at any time the listing, registration or
qualification of the Shares covered by this Option upon
any securities exchange or under any state or federal
law is necessary or desirable as a condition of or in
connection with the purchase or delivery of Shares
hereunder, the delivery of any or all Shares pursuant
to this Option may be withheld unless and until such
listing, registration or qualification shall have been
effected. If a registration statement is not in effect
under the Securities Act of 1933 or any applicable
state securities laws with respect to the Shares
purchasable or otherwise deliverable under this Option,
the Company may require, as a condition of exercise of
this Option, that the Optionee represent, in writing,
that the Shares received pursuant to this Option are
being acquired for investment and not with a view to
distribution and agree that the Shares will not be
disposed of except pursuant to an effective
registration statement, unless the Company shall have
received an opinion of counsel that such disposition is
exempt from such requirement under the Securities Act
of 1933 and any applicable state securities laws. The
Company may endorse on certificates representing Shares
delivered pursuant to this Option such legends
referring to the foregoing representations or
restrictions or any other applicable restrictions on
resale as the Company, in its discretion, shall deem
appropriate.
11. This Option Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and
assigns.
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IN WITNESS WHEREOF, the Company has executed this Option as of the 2nd
day of February, 1996.
NORD PACIFIC LIMITED
By:
-----------------------------------
Name:
Title:
ATTEST:
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[LETTERHEAD]
24th February, 1998
The Board of Directors
Nord Pacific Limited
22 Church Street
Hamilton
Dear Sirs,
RE: REGISTRATION STATEMENT ON FORM S-8
We have acted as special counsel in Bermuda to Nord Pacific Limited, (the
"Company") in connection with the preparation for filing with the Securities and
Exchange Commission of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of the United States
of America. The Registration Statement relates to the issue of 53,000 shares
(the "Shares") of the Company of par value $0.01 which are issuable pursuant to
certain stock options granted on 21st May, 1997 to employees (the "1997 Employee
Options") and to consultants (the "Other Options") of the Company. The 1997
Employee Options and the Other Options are herein collectively referred to as
the "Options".
For the purposes of giving this opinion, we have examined draft facsimile
copies of the form of Options and the Registration Statement (collectively, the
"Documents") We have also reviewed the Memorandum of Association and the
Bye-laws of the Company, minutes of the meetings of the Directors and
Shareholders of the Company held on 21st May, 1997 and a letter from American
Stock Transfer & Trust Company as branch transfer agent and registrar for the
Company dated 5th February, 1998 (the "Registrar's Letter") and such other
documents and made such enquiries as to questions of law as we have deemed
necessary in order to render the opinions set forth below.
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We have assumed:
(a) the genuineness and authenticity of all signatures, stamps and seals
and the conformity to the originals of all copies (whether or not
certified) reviewed by us and the authenticity and completeness of the
original documents from which such copies were taken;
(b) the capacity, power and authority of each of the parties to the
Documents, other than the Company;
(c) the due execution and delivery of the Documents by each of the parties
thereto;
(d) that there is no improper purpose for the grant of the Options or for
the issue of the Shares;
(e) the accuracy and completeness of all factual statements,
representations and warranties made in the Documents;
(f) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have any implication in relation to the opinions
expressed herein;
(g) the validity and binding effect of the Documents under the laws of
Bermuda and the United States of America;
(h) that the Registration Statement has been or will be duly filed with
the Securities and Exchange Commission;
(i) that the Shares are listed or traded on NASDAQ and the Toronto Stock
Exchange;
(j) that the Shares will be issued to persons who are regarded as
non-resident in Bermuda for exchange control purposes;
(k) that due payment has been or will be made for the Shares; and
(l) that the Options and the Shares will be or have been granted or issued
to persons who qualify under the Options.
We have made no investigation of and express no opinion in relation to the
laws of any country other than Bermuda. This opinion is to be governed by and
construed in accordance with the laws of Bermuda and is limited to and is given
on the basis of the current law and practice in Bermuda. This opinion is issued
solely for your benefit in connection with the filing of the
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Registration Statement with the Securities and Exchange Commission and is not
to be relied upon by any other person, firm or entity or in respect of any
other matter nor is it to be quoted or referred to in any other document
registered or filed with any governmental authority or public body without
our prior express consent in writing.
On the basis of and subject to the foregoing, we are of the opinion that:
(1) based solely on our examination of the Registrar's Letter dated 5th
February, 1998, the authorised capital of the Company is adequate to
enable the Shares to be issued; and
(2) the Shares will, if as and when the Options are properly exercised and
upon issue and delivery of the Shares against due payment therefor in
the manner contemplated by the Options and the Registration
Statement, be legally issued and credited as fully paid and
non-assessable (meaning that no further sums will be payable to the
Company in respect of the Shares).
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the Registration
Statement under the caption "Interests of Named Experts and Counsel".
Yours faithfully,
/s/ CONYERS, DILL & PEARMAN
CONYERS, DILL & PEARMAN
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in (i) Registration Statement
No. 33-41147 of Nord Pacific Limited on Form S-8, (ii) Registration Statement
No. 33-51752 of Nord Pacific Limited on Form S-8, (iii) Registration
Statement No. 33-84654 of Nord Pacific Limited on Form S-8, (iv) Registration
Statement No. 33-95514 of Nord Pacific Limited on Form S-8 and (v)
Registration Statement No. 33-21159 of Nord Pacific Limited on Form S-8 of
our report dated March 20, 1998, appearing in the Annual Report on Form 10-K
of Nord Pacific Limited for the year ended December 31, 1997.
DELOITTE & TOUCHE
Chartered Accountants
Hamilton, Bermuda
March 30, 1998
