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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GOLDCORP INC.
(Exact name of registrant as specified in its charter)
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Province of Ontario 1-12970 98770100
(State or other jurisdiction of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
Suite 2700, 145 King Street West M5H 1J8
Toronto, Ontario, Canada (Postal Code)
(Address of principal executive offices)
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(416) 865-0326
(Registrant's telephone number, including area code)
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If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and Section 12(g) of the Exchange Act and
is effective pursuant to General is effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [X] following box. | |
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Securities Act registration statement file no. to which this form
relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be so Registered
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Common Share Purchase Rights New York Stock Exchange
Toronto Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
The following is a summary of certain material terms of an Amended and
Restated Shareholder Rights Plan Agreement, dated as of November 1, 2000,
between the Corporation and Montreal Trust Company of Canada, as Rights Agent
(the "Plan"). This summary does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Plan, a copy of which is
filed as Exhibit 1 hereto and is incorporated herein by reference. Capitalized
terms used but not defined herein shall have the meanings ascribed thereto in
the Plan.
On October 30, 2000, the shareholders of CSA Management Inc. and Goldcorp
Inc. approved the terms of a plan of arrangement in respect of the aforesaid
corporations pursuant to which such corporations will agree to amalgamate and
adopt, in respect of the amalgamated corporation, Goldcorp Inc. (the
"Corporation"), an Amended and Restated Shareholder Rights Plan Agreement, and
will enter into the Plan. Pursuant to the Plan, it is proposed that the Board of
Directors of the Corporation will authorize the issuance of, and the Corporation
will issue, one right (a "Right") in respect of each share of the Corporation's
Shares outstanding at 5:00 p.m. (Toronto Time) on September 25, 2000 (the
"Record Time"), and one Right in respect of each of the Corporation's Shares
issued after the Record Time and prior to the earlier of the Separation Time and
the Expiration Time. The Plan also makes provision for the issuance of Rights
with respect to any convertible securities issued by the Corporation.
For the purposes of this discussion, the "Separation Time" is the close of
business on the eighth Trading Day following the earlier of: (i) the date of the
first public announcement (which includes, without limitation, the filing of a
report pursuant to the Securities Act (Ontario)) by the Corporation or an
Acquiring Person of facts indicating that a Person has become an Acquiring
Person; and (ii) the date upon which any Person commences or announces an
intention to commence a Take-over Bid (other than a Permitted Bid or a Competing
Permitted Bid) or such later date as may be determined by the Corporation's
Board of Directors: provided that if the foregoing results in the Separation
Time being prior to the Record Time, the Separation Time shall be the Record
Time and provided further that, if any Take-over Bid referred to in the
aforesaid (ii) expires, or is cancelled, terminated or otherwise withdrawn prior
to the Separation Time, such Take-over Bid shall be deemed, never to have been
made. A "Trading Day" means generally a day upon which the principal Canadian
securities exchange upon which the relevant securities referred to are listed or
admitted to trading is open for the transaction of business or, if the
securities are not listed or admitted to trading on any Canadian securities
exchange, a Business Day.
An "Acquiring Person" is a person who Beneficially Owns 20% or more of the
Corporation's outstanding Shares. An Acquiring Person does not, however, include
the Corporation or any Subsidiary of the Corporation, or any person who becomes
the Beneficial Owner of 20% or more of the Corporation's Shares as a result of
certain circumstances. These include: (i) specified acquisitions by the
Corporation or a Subsidiary of the Corporation which reduce the number of Shares
outstanding; (ii) acquisitions pursuant to a Permitted Bid or Competing
Permitted Bid, as described below; (iii) certain Exempt Acquisitions as defined
in the Plan in respect of which of which the Board of Directors has
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waived the Flip-in Event; (iv) certain pro-rata acquisitions; and (v)
acquisitions by an underwriter or member of a banking or selling group in
connection with the distribution of the Corporation's securities under a
prospectus or by way of private placement.
Beneficial Ownership is defined in the Plan. The definition excludes
securities which would otherwise be deemed to be Beneficially Owned by an
Offeror but which have been deposited or tendered into the Offeror's Take-over
Bid pursuant to a Permitted Lock-up Agreement. Permitted Lock-up Agreements are
defined in the Plan but generally include arrangements where the Shares tendered
or deposited may be withdrawn and tendered into another Take-over Bid or in
support of another transaction that meets certain specified parameters,
including, without limitation, restrictions on the imposition of substantial
fees, penalties or expenses on the person or entity withdrawing the tender or
deposit.
Prior to the Separation Time, the Rights will attach to all certificates
representing Shares then outstanding, and no separate certificates representing
Rights will be distributed. Until the Separation Time, the Rights will be
transferable only together with, and will be transferred by a transfer of, the
associated common share certificates. The Rights will separate and trade
separately from the Corporation's Shares after the Separation Time. Following
the Separation Time, separate certificates evidencing the Rights ("Rights
Certificates") will be delivered to holders of record of the Rights as of the
Separation Time and each separate Rights Certificate alone will evidence any
such Rights.
The initial exercise price established under the Plan is Cdn$50.00 per
Right. After the Separation Time and prior to the occurrence of a Flip-in Event,
each Right will entitle the registered holder to purchase from the Corporation
one common share at the exercise price of Cdn$50.00 per common share, subject to
certain anti-dilution adjustments and other rights as set out in Plan. The terms
of the Rights adjust significantly upon the occurrence of a "Flip-in Event", as
described below.
A "Flip-in Event" occurs when a person becomes an Acquiring Person. Upon
the occurrence of a Flip-in Event, the Corporation must take such action as
shall be necessary to ensure that each Right (except for Rights Beneficially
Owned by an Acquiring Person or a Transferee of an Acquiring Person) shall
thereafter constitute, effective on and after the later of its date of issue and
the close of business on the eighth Trading Day following the Stock Acquisition
Date, the right to purchase from the Corporation, upon payment of the Exercise
Price and otherwise exercising such Right in accordance with the terms of the
Plan, that number of Shares having an aggregate Market Price on the date of
consummation or occurrence of such Flip-in Event equal to twice the Exercise
Price for an amount in cash equal to the Exercise Price (subject to certain
anti-dilution adjustments and other rights as set out in the Plan). By way of
example, if at the time of such announcement the exercise price is Cdn$50.00 per
Right and the Shares have a market price of Cdn$20.00 per share, the holder of
each share would be entitled to purchase that number of Shares that would have
an aggregate market price of Cdn$100.00 (i.e. five Shares in this example) for a
price of Cdn$10.00 per share or Cdn$50.00 in aggregate (that is, at a 50%
discount).
The Plan provides that Rights that are Beneficially Owned by: (i) an
Acquiring Person, or any affiliate or associate of an Acquiring Person, or any
Person acting jointly or in
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concert with an Acquiring Person or any affiliate or associate of such Acquiring
Person, or any affiliate or associate of such Person so acting jointly or in
concert; or (ii) a transferee or other successor in title directly or
indirectly, (a "Transferee") of Rights from any of the foregoing, shall in
certain circumstances become null and void without any further action and any
holder of such Rights (including Transferee) shall not have any entitlement
whatsoever to exercise such Rights or any other rights whatsoever with respect
to such Rights under any provision of the Plan or otherwise.
A "Permitted Bid" is a Take-over Bid where the bid is made by way of a
Take-over Bid circular under applicable law and (i) the bid is made to all
holders of the Corporation's Shares as registered on the books of the
Corporation, other than the offeror; (ii) the bid is open for acceptance for at
least 45 days; (iii) no Shares may be accepted for at least 45 days and no
Shares may be accepted unless at the close of business on the date upon which
such Shares are accepted more than 50% of the Shares held by Independent
Shareholders have been deposited or tendered and not withdrawn; (iv) the bid
provides that, both deposit and withdrawal rights extend throughout the bid
period; and (v) the bid provides that, if the conditions of clause (iii) above
are satisfied, that fact will be publicly announced and the bid will remain open
for deposits and tenders of Shares for at least 10 business days following such
announcement.
A "Competing Permitted Bid" is a Take-over Bid made after a Permitted Bid
has been made and prior to the expiry of the Permitted Bid and that satisfies
all the criteria of a Permitted Bid except with respect to timing. Since the
Competing Permitted Bid is made after a Permitted Bid has been made, the take-up
and payment for securities tendered or deposited is subject to an irrevocable
and unqualified condition that no Shares be taken up or paid for pursuant to
such Take-over Bid prior to the close of business on the date that is no earlier
than the later of (a) 45 days after the date on which the earliest Permitted Bid
which preceded the Competing Permitted Bid was made; and (b) 21 days after the
date of the Take-over Bid constituting the Competing Permitted Bid.
Neither a Permitted Bid nor a Competing Permitted Bid is required to be
approved by the Corporation's Board of Directors and such bids may be made
directly to shareholders. Acquisitions of the Corporation's Shares made pursuant
to a Permitted Bid or a Competing Permitted Bid do not give rise to a Flip-in
Event.
The Corporation's Board of Directors may, with the prior consent of the
holders of Shares prior to the Separation Time or of the holders of Rights after
the Separation Time, at its option, at any time prior to the occurrence of a
Flip-in Event, elect to redeem all but not less than all of the Rights at a
redemption price of Cdn$0.001 per Right (the "Redemption Price"). Rights will be
deemed to be redeemed automatically at the Redemption Price if a person acquires
the Corporation's Shares pursuant to a Permitted Bid, a Competing Permitted Bid
or an Exempt Acquisition. If the Board of Directors elects or is deemed to have
elected to redeem the Rights, the right to exercise the Rights will terminate
and each Right will, after redemption, be null and void and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price.
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Under the Plan, the Board of Directors has discretion, with the prior
consent of the holders of the Shares, to waive application of the Plan to a
Take-over Bid prior to the occurrence of a Flip-in Event. In circumstances where
the Board of Directors exercises its discretion to waive application of the Plan
in respect of a Take-over Bid made by means of a take-over circular sent to all
record holders of Shares and, prior to the expiry of the bid in respect of which
the waiver has been granted, another Take-over Bid made by means of a take-over
circular sent to all record holders of Shares is made, the Board of Directors
shall be deemed to have waived the application of the Plan to such other
Take-over Bid.
In addition, without the consent of the holders of Shares or Rights (as
applicable) being required, the Board of Directors may waive the Flip-in Event
provisions of the Plan in respect of any Flip-in Event provided that the Board
of Directors has determined that the Acquiring Person became an Acquiring Person
through inadvertence and has reduced its ownership to a level such that it is no
longer be an Acquiring Person.
The Corporation may supplement or amend the Plan, without the prior
approval of the holders of Shares or Rights (as applicable) to correct any
clerical or typographical error or which are required to maintain the validity
of the Plan as a result of any change in applicable laws, rules or regulatory
requirements. Amendments made to maintain the validity of the Plan are
thereafter required to be submitted to the holders of Shares, if made prior to
the Separation Time, or to the holders of Rights, if made after the Separation
Time, for confirmation or rejection. In addition, with the prior consent of the
holders of Shares or Rights (as applicable), the Corporation may amend, vary or
rescind any of the provisions of the Plan and the Rights, whether or not such
action would materially and adversely affect the interests of the Rights and
whether or not made prior to or after the Separation Time.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Corporation except pursuant to an offer that would not trigger the Rights. The
Plan is intended to give the Board of Directors adequate time to assess any
unsolicited Take-over Bid for the Corporation's Common Shares and, if considered
appropriate, to pursue alternatives for the purpose of maximizing value for the
Corporation's shareholders.
Item 2. Exhibits.
1. Amended and Restated Shareholder Rights Plan Agreement, dated as of
November 1, 2000, between Goldcorp Inc. and Montreal Trust Company of
Canada, as Rights Agent.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GOLDCORP INC.
By: /s/ Victoria K. Russell
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Name: Victoria K. Russell
Title: Vice President, Legal Services
Date: November 1, 2000
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INDEX TO EXHIBITS
Exhibit 1 Amended and Restated Shareholder Rights Plan Agreement, dated as of
November 1, 2000, between Goldcorp Inc. and Montreal Trust Company of Canada, as
Rights Agent.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
GOLDCORP INC.
By: /s/
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Name: Victoria K. Russell
Title: Vice President, Legal Services
Date: November 1, 2000
