As filed with the Securities and Exchange Commission May 22, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BATTLE MOUNTAIN CANADA LTD.
(Exact name of registrant as specified in its charter)
ONTARIO NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ROYAL TRUST TOWER, SUITE 2500 M5K IJ5
77 KING STREET WEST (Zip Code)
TORONTO, ONTARIO
(Address of Principal Executive Offices)
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1997 LONG-TERM INCENTIVE PLAN
OF
BATTLE MOUNTAIN CANADA LTD.
(FULL TITLE OF THE PLAN)
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GREG V. ETTER
GENERAL COUNSEL AND SECRETARY
BATTLE MOUNTAIN GOLD COMPANY
333 CLAY STREET, 42ND FLOOR
HOUSTON, TEXAS 77002-4103
(Name and address of agent for service)
(713) 650-6400
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum
securities to be Amount to be offering price aggregate Amount of
registered registered per share offering price registration fee
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Exchangeable
Shares(1) 2,500,000 $6.08 (2) $15,200,000 (2) $4,484
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(1) Includes the Exchangeable Share purchase rights associated with the
Exchangeable Shares.
(2) Estimated pursuant to Rule 457(c) and (h) solely for purposes of
computing the registration fee and based upon the average of the high and
low prices of the Exchangeable Shares, as reported on the Toronto Stock
Exchange Composite Tape on May 21, 1998, expressed in U.S. dollars based
upon the noon buying rate on May 21, 1998, in New York City for cable
transfers in Canadian dollars, as certified for customs purposes by the
Federal Reserve Bank of New York, rounded to the nearest one-hundredth of
one U.S. dollar.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the 1997
Long-Term Incentive Plan of Battle Mountain Canada Ltd. (the "Incentive Plan")
required by Item 1 of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), and the statement of availability of registrant information
and other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428. In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement on Form S-8 (this "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. Battle Mountain
Canada Ltd., an Ontario corporation ("Battle Mountain Canada"), maintains a file
of such documents in accordance with the provisions of Rule 428. Upon request,
Battle Mountain Canada shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.
I-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document, which the Battle Mountain Canada has filed with
the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (File No. 1-10943), is incorporated in this Registration
Statement by reference and shall be deemed to be a part hereof:
(i) The description of the exchangeable shares of Battle
Mountain Canada (the "Exchangeable Shares") contained in
Battle Mountain Canada's Registration Statement on Form
8-A dated August 23, 1996.
The following documents, which Battle Mountain Gold Company, a Nevada
corporation ("Battle Mountain") has filed with the Commission pursuant to the
Exchange Act (File No. 1-9666), are incorporated in this Registration Statement
by reference and shall be deemed to be a part hereof:
(i) Battle Mountain's Annual Report on Form 10-K for the
year ended December 31, 1997;
(ii) Battle Mountain's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 (as amended by the
Company's Form 10-Q/A dated April 29, 1998);
(iii) the audited Financial Statements of Lihir Gold Limited
included in Amendment No. 1 to the Company's Annual
Report on Form 10-K for the year ended December 31,
1996.
(iv) The description of the common stock, par value $0.10 per
share, of Battle Mountain (the "Battle Mountain Common
Stock") contained in Battle Mountain's Registration
Statement on Form 8-A dated August 12, 1987 (as amended
by a Form 8 dated April 24, 1991 and Form 8-A/A dated
August 26, 1996); and
(v) The description of the preferred stock purchase rights
associated with the Battle Mountain Common Stock
contained in Battle Mountain's Registration Statement on
Form 8-A dated November 15, 1988 (as amended by a Form 8
dated November 29, 1988 and Form 8-A/A dated August 26,
1996).
All documents filed by Battle Mountain Canada or Battle Mountain with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents. In lieu of separate reports filed by Battle Mountain Canada pursuant
to Section 13(a) of the Exchange Act, Battle Mountain's Annual Reports on Form
10-K will contain information describing the Exchangeable Shares of Battle
Mountain Canada and summarized financial
information regarding Battle Mountain Canada. Any statement contained in this
Registration Statement, in a supplement to this Registration Statement or in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed supplement to this
Registration Statement or in any document that is subsequently incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
EXPERTS
The audited Consolidated Financial Statements and schedules of the
Company incorporated in this Registration Statement by reference to the
Company's annual report on Form 10-K for the year ended December 31, 1997,
except as they relate to the consolidated financial statements of Hemlo Gold
Mines Inc. for the year ended December 31, 1995, have been so incorporated in
reliance on the report of Price Waterhouse, LLP, independent accountants, and
insofar as they relate to Hemlo Gold Mines Inc., as of and for the year ended
December 31, 1995, on the report of Ernst & Young, independent chartered
accountants, given on the authority of such firms as experts in auditing and
accounting.
The audited Financial Statements of Lihir Gold Limited incorporated
in this Registration Statement by reference to Amendment No. 1 to the Company's
annual report on Form 10-K for the year ended December 31, 1996, have been so
incorporated in reliance upon the report of Coopers & Lybrand, independent
accountants, given on the authority of such firm as experts in auditing and
accounting.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Paragraphs 7 through 10 of the Bylaws of Battle Mountain Canada
provides for the indemnification of officers and directors of Battle Mountain
Canada to the extent permitted by the OBCA. Under the OBCA, a corporation may
indemnify a director or officer, a former director or officer or a person who
acts or acted at the corporation's request as a director or officer of a body
corporate of which the corporation is or was a shareholder or creditor, and his
or her heirs and legal representatives (an "Indemnifiable Person"), against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him or her in respect of any civil,
criminal or administrative action or proceeding to which he or she is made a
party by reason of being or having been a director or officer of such
corporation or such body corporate, if (a) he or she acted honestly and in good
faith with a view to the best interests of such corporation; and (b) in the case
of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, he or she had reasonable grounds for believing that his or her
conduct was lawful. An Indemnifiable Person is entitled to such indemnity from
the corporation if he or she was substantially successful on the merits in his
or her defense of the action or proceeding and fulfilled the conditions set out
in (a) and (b), above. A corporation may, with the approval of a court, also
indemnify an Indemnifiable Person in respect of an action by or
on behalf of the corporation or body corporate to procure a judgment in its
favor, to which such person is made a party by reason of being or having been a
director or an officer of the corporation or body corporate, if he or she
fulfills the conditions set out in (a) and (b), above.
The above discussion of the Bylaws of Battle Mountain Canada and of
relevant provisions of the OBCA is not intended to be exhaustive and is
respectively qualified in its entirety by such Bylaws and statute.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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*4(a)(1) Restated Articles of Incorporation of Battle Mountain, as
amended and restated through May 11, 1988 (Exhibit 4(a)(1) to
Battle Mountain's Current Report on Form 8-K dated July 19,
1996; File No. 1-9666).
*4(a)(2) Certificate of Amendment to Restated Articles of Incorporation
of Battle Mountain filed with the Secretary of State of the
State of Nevada on July 19, 1996 (Exhibit 4(a)(2) to Battle
Mountain's Current Report on Form 8-K dated July 19, 1996; File
No. 1-9666).
*4(b) Certificate of Resolution Establishing Designation,
Preferences and Rights of $3.25 Convertible Preferred Stock
(Exhibit (4)(b) to Battle Mountain's Current Report on Form
8-K dated July 19, 1996; File No. 1-9666).
*4(c) Certificate of Amendment of Certificate of Resolution
Establishing Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock (Exhibit 4(c) to Battle
Mountain's Current Report on Form 8-K dated July 19, 1996; File
No. I- 9666).
*4(d) Bylaws of Battle Mountain as amended through March 21, 1997
(Exhibit 3(d) to Battle Mountain's Annual Report on Form 10-K/A
for the year ended December 31, 1996; File No.
1-9666).
*4(e) Rights Agreement, dated November 10, 1988, as amended and
restated as of July 19, 1996, between Battle Mountain and The
Bank of New York, as Rights Agent (Exhibit 4(e) to Battle
Mountain's Current Report on Form 8-K dated July 19, 1996; File
No. 1-9666).
*4(f) Articles of Amalgamation of Hemlo Gold dated January 1, 1995
(Exhibit 4(f) to Battle Mountain Canada's Registration
Statement on Form 8-A dated August 23, 1996; File No.
1-10943).
*4(g) Plan of Arrangement of Hemlo Gold under Section 182 of the
Business Corporations Act (Ontario) (Annex D to Exhibit 20(a),
Joint Management Information Circular and Proxy Statement, to
Battle Mountain's Current Report on Form 8-K dated June 11,
1996, File No. 1-9666).
*4(h) Bylaws of Battle Mountain Canada dated December 16, 1986
(Exhibit 4(h) to Battle Mountain Canada's Registration
Statement on Form 8-A dated August 23, 1996; File No. I-
10943).
*4(i) Rights Agreement, dated July 19, 1996, between Battle Mountain
Canada and The R-M Trust Company, as Rights Agent (Exhibit 4(f)
to Battle Mountain's Current Report on Form 8-K dated July 19,
1996; File No. 1-9666).
*4(j) Voting, Support and Exchange Trust Agreement dated as of July
19, 1996 between Battle Mountain, Hemlo Gold and The R-M Trust
Company (Annex E to Exhibit 20(a), Joint Management Information
Circular and Proxy Statement, to Battle Mountain's Current
Report on Form 8-K dated June 11, 1996, File No. 1-9666).
*4(k) Specimen Stock Certificate for the Common Stock of Battle
Mountain (Exhibit 4(b) to Battle Mountain's Annual Report on
Form 1O-K for the fiscal year ended December 31, 1988; File
No. 1-9666).
*4(l) Specimen Stock Certificate for the Exchangeable Shares of
Battle Mountain Canada (Exhibit 4(l) to Battle Mountain
Canada's Registration Statement on Form 8-A dated August 23,
1996; File No. 1-10943).
*4(m) Specimen Voting Stock Certificate for the Special Voting
Stock of Battle Mountain (Exhibit 4(m) to Battle Mountain
Canada's Registration Statement on Form 8-A dated August 23,
1996; File No. 1-10943).
*4(n) Amended and Restated 1994 Long-Term Incentive Plan of Battle
Mountain, as amended and restated through June 1, 1996
(Appendix B to Battle Mountain's definitive proxy statement
dated March 28, 1997 and filed with the Commission on March 28,
1997; File No. 1-9666).
4(o) 1997 Long-Term Incentive Plan of Battle Mountain Canada Ltd.
5 Opinion of McCarthy Tetrault
23(a) Consent of Price Waterhouse LLP, independent accountants.
23(b) Consent of Ernst & Young, chartered accountants
23(c) Consent of McCarthy Tetrault (included in Exhibit 5).
23(d) Consent of Coopers & Lybrand, independent accountants.
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*Incorporated by reference as indicated.
ITEM 9. UNDERTAKINGS.
(a) Battle Mountain Canada hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section I0(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
PROVIDED HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by them pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) Battle Mountain Canada hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of its
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of Battle Mountain Canada pursuant to the foregoing provisions, or
otherwise, Battle Mountain Canada has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by Battle Mountain Canada of expenses incurred or paid by a
director, officer or controlling person of Battle Mountain Canada in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, Battle Mountain Canada will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 duty caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Province of Ontario, on April 27, 1998.
BATTLE MOUNTAIN CANADA LTD.
By /s/ IAN D. BAYER
Ian D. Bayer, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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/s/ IAN D. BAYER President and
- ---------------- Chief Executive Officer
(Ian D. Bayer) (Principal Executive Officer April 27, 1998
And Director)
/s/ MICHAEL C. PROCTOR Vice President--Finance and
- ---------------------- Corporate Secretary
(Michael C. Proctor) (Principal Financial and April 27, 1998
Accounting Officer)
/s/ JAMES W. MCCUTCHEON, Q.C. Director April 27, 1998
- -----------------------------
James W. McCutcheon, Q.C.
/s/ MARY MOGFORD Director April 27, 1998
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Mary Mogford
EXHIBIT INDEX
4(o) 1997 Long-Term Incentive Plan of Battle Mountain Canada Ltd.
5 Opinion of McCarthy Tetrault
23(a) Consent of Price Waterhouse LLP, independent accountants.
23(b) Consent of Ernst & Young, chartered accountants.
23(c) Consent of McCarthy Tetrault (included in Exhibit 5).
23(d) Consent of Coopers & Lybrand, independent accountants.