As filed with the Securities and Exchange Commission on February 19, 1997
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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GETCHELL GOLD CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 64-0748908
(State or other 5460 South Quebec Street, Suite 240 (I.R.S. Employer
jurisdiction of Englewood, Colorado 80111 Identification
incorporation or (Address of principal executive offices) Number)
organization
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GETCHELL GOLD CORPORATION
1996 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
GETCHELL GOLD CORPORATION
1996 LONG TERM EQUITY INCENTIVE PLAN
(Full title of the plan)
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Donald S. Robson
Vice President and Chief Financial Officer
Getchell Gold Corporation
5460 South Quebec Street, Suite 240
Englewood, Colorado 80111
(303) 771-9000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Tad J. Freese
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, CA 94111-2586
(415) 391-0600
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Calculation of Registration Fee
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Proposed
Proposed Maximum
Title of Shares Maximum Aggregate Amount of
Securities to to be Offering Price Offering Registration
be Registered Registered Per Share (1) Price (1) Fee (1)
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Common Stock, 1,000,000 $33.138 $33,138,294 $10,042
$.0001 par value
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(1) Estimated for the purpose of calculating the registration fee (i) pursuant
to Rule 457(h) on the basis of the exercise price per share of outstanding
options for 19,998 shares at $20.25 per share, 476,600 shares at $30.75 per
share, and 6,000 shares at $33.75 per share and (ii) pursuant to Rule
457(c) for the remaining 497,402 shares registered hereunder at the average
of the high and low prices ($35.9375) for the Company's Common Stock quoted
on the American Stock Exchange on February 11, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION
In accordance with the General Instructions to the Form S-8 adopted by the
Securities and Exchange Commission (the "Commission"), the contents of this item
have been omitted from the Registration Statement filed with the Commission.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
In accordance with the General Instructions to the Form S-8 adopted by the
Commission, the contents of this item have been omitted from the Registration
Statement filed with the Commission.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission by Getchell
Gold Corporation (the "Company") and are hereby incorporated by reference in
this Registration Statement:
(a) The Company's Report on Form 10-K/A, filed with the Commission on
March 27, 1996;
(b) The Company's Quarterly Report on Form 10-Q, filed with the Commission
on May 15, 1996;
(c) The Company's Current Report on Form 8-K, filed with the Commission on
June 25, 1996;
(d) The Company's Quarterly Report on Form 10-Q, filed with the Commission
on August 14, 1996;
(e) The Company's Quarterly Report on Form 10-Q, filed with the Commission
on November 13, 1996; and
(f) The Description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on June 19, 1996
pursuant to Section 12 of the Exchange Act (No. 001-11847), including
any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
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 other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 145 of the Delaware General Corporation Law (the
"DGCL"), the Company's Certificate of Incorporation (the "Certificate of
Incorporation") and Bylaws (the "Bylaws") provide for the indemnification of
officers, directors, employees and agents of the Company. The Certificate of
Incorporation and Bylaws specify the standards of conduct required to be met to
qualify for indemnity. The standards require that the person seeking to be
indemnified must have (a) been successful on the merits or otherwise in defense
of the action or proceeding or (b) acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, such person
must have had no reasonable cause to believe his conduct was unlawful; provided,
however, that if the action, suit or proceeding is by or on behalf of the
Company, no indemnification may be made for any matters as to which such person
has been finally adjudged to be liable to the Company or for amounts paid in
settlement to the Company unless and only to the extent that a court of
competent jurisdiction determines that, in view of all of the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. Whether these standards are met will be
determined by the stockholders or the Board by majority vote of a quorum
consisting of directors not party to the act, suit or proceeding or by
independent legal counsel selected by the Board. The Certificate of
Incorporation and Bylaws also provide that the Company must pay an indemnitee's
expenses as they are incurred upon an undertaking by such person to repay such
amounts if it is ultimately determined by a court of competent jurisdiction that
such person is not entitled to indemnity.
The Certificate of Incorporation includes a provision that eliminates the
personal liability of its directors for monetary damages for breach of their
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law; (iii)
pursuant to Section 174 of the DGCL; or (iv) for any transaction from which the
director derived an improper personal benefit.
The Company maintains officers and directors liability insurance against
certain claims arising out of such persons' services to the Company. The
Company has entered into indemnification agreements with certain of its officers
and directors. These indemnification agreements provide for indemnification of
such officers or directors in the circumstances and subject to the conditions
set forth in the Company's Certificate of Incorporation and Bylaws. The effect
of the indemnification agreements is to add to the indemnification rights
granted by the Certificate of Incorporation and Bylaws as currently in effect a
contractual right to such indemnification which right cannot be terminated or
altered by amendment of the Certificate of Incorporation or Bylaws.
The indemnification provisions in the Certificate of Incorporation, the
Bylaws and the indemnification agreements entered into between the Company and
the Company's officers and directors, may be sufficiently broad to permit
indemnification of the officers and directors for liabilities arising under the
Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. TABLE OF EXHIBITS
4(a) Getchell Gold Corporation 1996 Stock Option Plan for Outside
Directors.
4(b) Getchell Gold Corporation 1996 Long Term Equity Incentive Plan.
5(a) Opinion of Latham & Watkins
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Latham & Watkins (Incorporated in Exhibit 5(a)).
24(a) Power of Attorney (Incorporated in the Signature Page to the
Registration Statement, see page II-5).
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ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant 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 10(a)(3) of the
Securities Act of 1933;
(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 the Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities and Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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, the Registrant 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 Act and will
be governed by the final adjudication of such issue.
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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 duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, Colorado, on February 14, 1997.
GETCHELL GOLD CORPORATION
/s/ Donald S. Robson
Donald S. Robson
Vice President, Chief Financial Officer
and Secretary
POWER OF ATTORNEY TO SIGN AMENDMENTS
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint G. W. Thompson and Donald S.
Robson, and each of them, with full power of substitution and full power to act
without the other, his true and lawful attorney-in-fact and agent to act for him
in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully, to all intents and purposes, as they or he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
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 DATES INDICATED.
Signature Title Date
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/s/ G.W. Thompson President and Chief February 14, 1997
- -------------------------- Executive Officer
(G.W. Thompson) (Principal Executive
Officer) and Director
/s/ Donald S. Robson Vice President, Chief February 14, 1997
- -------------------------- Financial Officer (Principal
(Donald S. Robson) Financial Officer)
and Secretary
/s/ Roger D. Palmer Controller (Principal February 14, 1997
- -------------------------- Accounting Officer)
(Roger D. Palmer)
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/s/ J. Kelley Williams Chairman of the Board February 14, 1997
- ---------------------------- and Director
(J. Kelley Williams)
/s/ Walter A. Drexel Director February 14, 1997
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(Walter A. Drexel)
/s/ Robert C. Horton Director February 14, 1997
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(Robert C. Horton)
/s/ Pete Ingersoll Director February 14, 1997
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(Pete Ingersoll)
/s/ John Racich Director February 14, 1997
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(John Racich)
/s/ Charles E. Stott, Jr. Director February 14, 1997
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(Charles E. Stott, Jr.)
/s/ R. Michael Summerford Director February 14, 1997
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(R. Michael Summerford)
/s/ Al Winters Director February 14, 1997
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(Al Winters)
/s/ Robert L. Zerga Director February 14, 1997
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(Robert L. Zerga)
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EXHIBIT INDEX
Exhibit
Number
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Page Number
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4(a) Getchell Gold Corporation 1996 Stock Option Plan for Outside
Directors.
4(b) Getchell Gold Corporation 1996 Long Term Equity Incentive Plan.
5(a) Opinion of Latham & Watkins
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Latham & Watkins (Incorporated in Exhibit 5(a)).
24(a) Power of Attorney (Incorporated in the Signature Page to the
Registration Statement, see page II-5).
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