<PAGE> 1
As filed with the Securities and Exchange Commission on June 24, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
AZCO MINING INC.
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C>
Delaware 84-1094315
- -------------------------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2068 Main Street, Suite C, P.O. Box 1895, Ferndale, Washington 98248 (360) 380-4467
- -------------------------------------------------------------------------------------------------
(Address and telephone number, of Registrant's principal executive offices)
</TABLE>
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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Maxi- Proposed Maxi-
Title of Securities To Amount To Be mum Offering mum Aggregate Amount of
Be Registered Registered Price Per Share* Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 847,839 $1.25 $1,059,798.75 $294.62
$.002 par value
====================================================================================================================
</TABLE>
- ----------------------
* Based on the closing sale price of shares of the Common Stock on the
American Stock Exchange on June 22, 1999.
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Azco Mining Inc. (the "Company") hereby incorporates by reference the
contents of its Registration Statements on Form S-8 (File Nos. 33-56468,
33-61434 and 333-31807).
Opinions and Consents
1. Opinion of Law Office of Reed & Reed, P.C. as to the legality of the
Company's common stock being registered.
2. Consent of PricewaterhouseCoopers.
3. Consent of Law Office of Reed & Reed, P.C. (included in Item 1 forth
above).
<PAGE> 3
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 Ferndale, Washington on June 22,
1999.
AZCO MINING INC.
By: /s/ Alan P. Lindsay
--------------------------------------
Alan P. Lindsay
President and Chief Executive Officer
By: /s/ Ryan Modesto
--------------------------------------
Ryan Modesto, Principal Financial and
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: June 22, 1999 By: /s/ Anthony R. Harvey
---------------------------------
Anthony R. Harvey, Director
Date: June 22, 1999 By: /s/ Alan P. Lindsay
---------------------------------
Alan P. Lindsay, Director
Date: June 22, 1999 By: /s/ Ian M. Gray
---------------------------------
Ian M. Gray, Director
Date: June 22, 1999 By: /s/ Lawrence G. Olson
---------------------------------
Lawrence G. Olson, Director
Date: June 22, 1999 By: /s/ Paul A. Hodges
---------------------------------
Paul A. Hodges, Director
<PAGE> 1
EXHIBIT 1
LAW OFFICE OF REED & REED, P.C.
ATTORNEYS AT LAW
1919 14th St., Suite 330
BOULDER, COLORADO 80302
TELEPHONE (303) 413-O691
TELECOPIER (303) 413-0645
June 23, 1999
Azco Mining Inc.
2068 Main St., Suite C, PO Box 1895
Ferndale, Washington 98248
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 847,839 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 847,839 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,
Law Office of Reed & Reed, P.C.
<PAGE> 1
EXHIBIT 2
PRICEWATERHOUSECOOPERS
601 West Hastings Street
Suite 1400
Vancouver, BC V6B 5A5
Telephone: (604) 806-7000
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, 33-61434 and 333-31807) of our
report dated August 26, 1998, on our audits of the financial statements and
financial statement schedule of AZCO Mining Inc. as of June 30, 1998 and 1997,
and for the years ended June 30, 1998, 1997 and 1996, which report is included
in the Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Vancouver, British Columbia
June 15, 1999
