AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 2019
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HECLA MINING COMPANY
(Exact name of registrant as specified in its charter)
Delaware |
| 77-0664171 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
6500 N. Mineral Drive, Suite 200
Coeur d’Alene, Idaho 83815-9408
(Address of principal executive offices)
HECLA MINING COMPANY 2010 STOCK INCENTIVE PLAN
(Full title of the plan)
David C. Sienko
Vice President and General Counsel
Hecla Mining Company
6500 N. Mineral Drive, Suite 200
Coeur d’Alene, Idaho 83815-9408
(208) 769-4100
(Name, address, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | ☑ | 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. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of securities to be registered |
| Amount to be |
| Proposed maximum offering price per share(2) |
| Proposed maximum aggregate offering price |
| Amount of |
Common Stock, $0.25 par value |
| 19,943,545 |
| $1.30 |
| $25,926,609 |
| $3,142.31 |
| ||||||||
|
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933 this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Hecla Mining Company Capital Accumulation Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increased the number of the Registrant’s outstanding shares of common stock. |
(2) | The Proposed Maximum Offering Price Per Share of $1.30 per share is estimated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee and is based on the average of the high and low sales price of a share of Hecla Mining Company’s common stock as reported on the New York Stock Exchange on May 30, 2019 (within 5 business days prior to filing this Registration Statement). |
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 registers an additional 19,943,545shares of the common stock, par value $0.25 per share (“Common Stock”), of Hecla Mining Company (the “Company”) that may be offered and sold under the Hecla Mining Company 2010 Stock Incentive Plan (the “Plan”). These shares are in addition to the shares previously registered on the Company’s Registration Statements on Form S-8 with respect to the Plan filed with the Securities and Exchange Commission on August 24, 2010 (Registration No. 333-169030 registering 20,000,000 shares) (the “Prior Registration Statement”), of which 56,455 remain unissued. This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates and is filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction E, the Company hereby incorporates by reference herein the contents of the Prior Registration Statement and hereby deems such content to be a part hereof, except as otherwise updated or modified by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
3.1 |
* Filed herewith
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 registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho, on June 3, 2019.
HECLA MINING COMPANY | |
| |
/s/ David C. Sienko | |
David C. Sienko | |
Vice President and General Counsel |
Each person whose signature appears below hereby severally and individually constitutes and appoints David C. Sienko and Michael L. Clary and each of them severally, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments (including post-effective amendments) to this Registration Statement, and all instruments necessary or advisable in connection therewith and to file the same with the Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments. This Power of Attorney has been signed on June 3, 2019 by the following persons in the respective capacities indicated below.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 3rd day of June, 2019.
Signature |
| Title |
/s/ Phillips S. Baker, Jr. |
| |
Phillips S. Baker, Jr. |
| Chief Executive Officer, President and Director (principal executive officer) |
/s/ Lindsay A. Hall |
| |
Lindsay A. Hall |
| Senior Vice President and Chief Financial Officer (principal financial and accounting officer) |
/s/ Ted Crumley |
| |
Ted Crumley |
| Director |
/s/ George R. Nethercutt, Jr. |
| |
George R. Nethercutt, Jr. |
| Director |
/s/ Terry V. Rogers |
| |
Terry V. Rogers |
| Director |
/s/ Charles B. Stanley |
| |
Charles B. Stanley |
| Director |
/s/ Stephen F. Ralbovsky | ||
Stephen F. Ralbovsky |
| Director |
/s/ George R. Johnson | ||
George R. Johnson |
| Director |
/s/ Catherine J. Boggs | ||
Catherine J. Boggs |
| Director |
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