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As filed with the Securities and Exchange Commission on July 21, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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AZCO MINING INC.
(Exact name of issuer as specified in its charter)
Delaware 84-1094315
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
999 West Hastings, Suite 1250, Vancouver, British Columbia,
Canada V.C. 2W2 (604) 682-7286
(Address and telephone number, of Registrant's principal executive offices)
AZCO MINING INC.
STOCK OPTION PLAN
(Full title of the plan)
Anthony R. Harvey
Azco Mining Inc.
999 West Hastings, Street, Suite 1250
British Columbia, Canada V.C. 2W2
(604) 682-7286
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Aggregate Amount of
To Be Registered Registered Price Per Share* Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 1,275,646 $1.31 $1,671,096 $539
$.002 par value
- --------------------------------------------------------------------------------------------------
</TABLE>
* Based on the closing sale price of shares of the Common Stock on the
American Stock Exchange on July 18, 1997.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Azco Mining Inc. (the "Company") hereby incorporates by reference the
contents of its Registration Statements on Form S-8 (File Nos. 33-56468 and
33-61434).
Opinions and Consents
1. Opinion of Parcel, Mauro, Hultin & Spaanstra, P.C. as to the legality of
the Company's common stock being registered.
2. Consent of Coopers & Lybrand.
3. Consent of Parcel, Mauro, Hultin & Spaanstra, P.C. (included in Item 1
forth above).
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Azco Mining Inc. 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, as amended, to be signed on its behalf by the
undersigned, thereunto duly authorized, in Vancouver, British Columbia on July
18, 1997.
AZCO MINING INC.
By: /s/ Alan P. Lindsay
------------------------------------------
Alan P. Lindsay
President and Chief Executive Officer
By: /s/ Ryan Modesto
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Ryan Modesto, Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: July 21, 1997 By: /s/ Anthony R. Harvey
------------------------------------------
Anthony R. Harvey, Director
Date: July 21, 1997 By: /s/ Alan P. Lindsay
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Alan P. Lindsay, Director
Date: July 21, 1997 By: /s/ Ian M. Gray
------------------------------------------
Ian M. Gray, Director
Date: July 21, 1997 By: /s/ Andrew F de P Malim
------------------------------------------
Andrew F de P Malim, Director
Date: July 21, 1997 By: /s/ Paul A. Hodges
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Paul A. Hodges, Director
3
<PAGE> 1
EXHIBIT 1
Parcel, Mauro, Hultin & Spaanstra, P.C.
ATTORNEYS AT LAW
SUITE 3600
1801 CALIFORNIA STREET
DENVER, COLORADO 80202-2636
TELEPHONE (303) 292-6400
TELECOPIER (303) 295-3040
June 30, 1997
Azco Mining Inc.
999 West Hastings, Suite 1250
Vancouver, British Columbia
Canada V.C. 2W2
Gentlemen:
In connection with the Registration Statement on Form S-8, being filed by
Azco Mining Inc. (the "Company") with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the registration of an
additional 1,275,646 shares, of the Company's Common Stock, $.002 par value,
offered under the Company's Stock Option Plan (the "Plan"), we are of the
opinion that:
1. The Company is a validly organized and existing corporation under the
laws of Delaware.
2. All necessary corporate action has been duly taken to authorize the
establishment of the Plan and the issuance of an additional 1,275,646 shares of
the Company's Common Stock under the Plan; and
3. The shares of the Company's Common Stock, when issued in accordance
with the Plan, will be legally issued, fully paid and nonassessable shares of
the Common Stock of the Company.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement referred to
above.
Very truly yours,
Parcel, Mauro, Hultin & Spaanstra, P.C.
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EXHIBIT 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
AZCO Mining Inc. on Form S-8 (File Nos. 33-56468 and 33-61434) of our report
dated August 29, 1996, on our audits of the financial statements and financial
statement schedule of AZCO Mining Inc. as of June 30, 1996 and 1995, and for the
years ended June 30, 1996, 1995 and 1994, which is included in the Company's
Annual Report on Form 10-K.
Coopers & Lybrand L.L.P.
Phoenix, Arizona
July 17, 1997
