As filed with the Securities and Exchange Commission on April 26, 2024
Registration No. 333-130339
Registration No. 333-152004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-130339
POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-8 REGISTRATION STATEMENT NO. 333-152004
UNDER THE SECURITIES ACT OF 1933
AGNICO EAGLE MINES LIMITED
(Exact name of registrant as specified in its charter)
Ontario, Canada (State or other jurisdiction of incorporation or organization) | 98-0357066 (I.R.S. Employer Identification No.) |
| | |
145 King Street East, Suite 400 Toronto, Ontario, Canada M5C 2Y7 (416) 947-1212 (Address, Including Zip Code, of Principal Executive Offices) |
AGNICO EAGLE MINES LIMITED
AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN
and
AGNICO EAGLE MINES LIMITED
AMENDED AND RESTATED INCENTIVE SHARE PURCHASE PLAN
(Full title of plan)
Jeffrey Nadler, Esq.
Davies Ward Phillips & Vineberg LLP
900 Third Avenue, 24th Floor
New York, NY 10022
(212) 588-5505
(Name, address and telephone number, including area code of agent for service)
with copies to:
Ammar Al-Joundi Agnico Eagle Mines Limited 145 King Street East, Suite 400 Toronto, ON, Canada M5C 2Y7 (416) 947-1212 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ |
| Non-accelerated filer (do not check if a smaller reporting company) ¨ | Smaller reporting company ¨ |
| | Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
On December 15, 2005, Agnico Eagle Mines Limited (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (Commission No. 333-130339) (the “Initial Registration Statement”) registering the offer and sale of (i) 6,877,775 shares of common stock, no par value (the “Common Shares”) of the Registrant that may be issued under the Agnico Eagle Mines Limited Amended and Restated Employee Stock Option Plan (the “Stock Option Plan”) and (ii) 1,153,260 Common Shares that may be issued under the Agnico Eagle Mines Limited Amended and Restated Incentive Share Purchase Plan (the “Share Purchase Plan”). On June 27, 2008, the Registrant filed with the Commission a Registration Statement on Form S-8 (Commission No. 333-152004) (the “Subsequent Registration Statement” and, together with the Initial Registration Statement, the “Registration Statements”) registering the offer and sale of (i) additional 6,000,000 Common Shares that may be issued under the Stock Option Plan and (ii) 2,500,000 Common Shares that may be issued under the Share Purchase Plan. On August 19, 2008, the Registrant filed with the Commission a Post-Effective Amendment No. 1 to the Subsequent Registration Statement solely to add exhibits 4.1 and 4.2 to the Subsequent Registration Statement. On April 30, 2021, the Registrant filed with the Commission a Post-Effective Amendment No. 1 to the Initial Registration Statement and a Post-Effective Amendment No. 2 to the Subsequent Registration Statement for the purpose of updating exhibit 99.1 to the Initial Registration Statement (as amended) and exhibit 4.1 to the Subsequent Registration Statement (as amended), in each case to reflect an amendment to the Stock Option Plan. On May 13, 2022, the Registrant filed with the Commission a Post-Effective Amendment No. 2 to the Initial Registration Statement and a Post-Effective Amendment No. 3 to the Subsequent Registration Statement for the purpose of updating exhibit 99.2 to the Initial Registration Statement (as amended) and exhibit 4.2 to the Subsequent Registration Statement (as amended), in each case to reflect an amendment of the Share Purchase Plan to increase the number of Common Shares reserved for issuance by the Registrant under the Share Purchase Plan by 1,500,000 Common Shares.
On March 8, 2024, the board of directors of the Registrant approved the further amendment of the Share Purchase Plan to increase the number of Common Shares reserved for issuance by the Registrant under the Share Purchase Plan by 4,000,000 Common Shares, so that the maximum number of Common Shares reserved for issuance by the Registrant under the Share Purchase Plan is 13,600,000 Common Shares, of which 4,121,617 Common Shares remain available for issuance by the Registrant as of the filing date of this post-effective amendment to the Registration Statements (this “Amendment”). The Share Purchase Plan, as so amended and restated (the “Amended Share Purchase Plan”), was approved by the shareholders of the Registrant at the Registrant’s annual and special meeting of shareholders held on April 26, 2024. This Amendment is being filed by the Registrant for the purpose of updating exhibit 99.2 to the Initial Registration Statement (as amended) and exhibit 4.2 to the Subsequent Registration Statement (as amended), in each case to reflect the Amended Share Purchase Plan attached to this Amendment as exhibit 4.2. The Registrant is not registering additional Common Shares under this Amendment.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Country of Canada, on April 26, 2024.
| | AGNICO EAGLE MINES LIMITED |
| | | |
| | By: | /s/ Ammar Al-Joundi |
| | Name: | Ammar Al-Joundi |
| | Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this Amendment has been signed by the following persons in their respective capacities indicated below.
| Name | | Title | | Date |
| | | | | |
| /s/ Ammar Al-Joundi | | President and Chief Executive Officer, Director | | April 26, 2024 |
| Ammar Al-Joundi | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Jamie Porter | | Executive Vice-President, Finance, and Chief Financial Officer | | April 26, 2024 |
| Jamie Porter | | (Principal Financial Officer and Accounting Officer) | | |
| | | | | |
| | | | | |
| /s/ Sean Boyd | | Chair | | April 26, 2024 |
| Sean Boyd | | | | |
| | | | | |
| | | | | |
| * | | Director | | April 26, 2024 |
| Leona Aglukkaq | | | | |
| | | | | |
| | | | | |
| * | | Director | | April 26, 2024 |
| Martine A. Celej | | | | |
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| /s/ Jonathan Gill | | Director | | April 26, 2024 |
| Jonathan Gill | | | | |
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| /s/ Peter Grosskopf | | Director | | April 26, 2024 |
| Peter Grosskopf | | | | |
| /s/ Elizabeth Lewis-Gray | | Director | | April 26, 2024 |
| Elizabeth Lewis-Gray | | | | |
| | | | | |
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| * | | Director | | April 26, 2024 |
| Deborah McCombe | | | | |
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| /s/ Jeffrey Parr | | Director | | April 26, 2024 |
| Jeffrey Parr | | | | |
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| * | | Director | | April 26, 2024 |
| J. Merfyn Roberts | | | | |
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| * | | Director | | April 26, 2024 |
| Jamie C. Sokalsky | | | | |
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| * By: | /s/ Sean Boyd | |
| | Name: Sean Boyd Title: Attorney-in-fact | |
| Date: | April 26, 2024 | |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Amendment, solely in the capacity of the duly authorized representative of Agnico Eagle Mines Limited in the United States, on this 26th day of April, 2024.
| | AGNICO EAGLE (USA) LIMITED |
| | |
| | By: | /s/ Chris Vollmershausen |
| | | Name: Chris Vollmershausen |
| | | Title: Authorized Signatory |
EXHIBIT INDEX
