SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- 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 AMAX GOLD INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 06-1199974 - ------------------------------------ ------------------------------------ (State of incorporation (I.R.S. Employer or organization) Identification No.) 9100 East Mineral Circle Englewood, Colorado 80112 - ------------------------------------ ------------------------------------ (Address of principal (Zip code) executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ $______ Series B Convertible Preferred Stock, New York Stock Exchange par value $1.00 per share Securities to be registered pursuant to Section 12(g) of the Act: None ----------------------- (Title of class) Item 1. Description of Registrant's Securities to Be Registered For a description of the securities registered hereby see "Description of Convertible Preferred Stock" in the Preliminary Prospectus Supplement, dated July 26, 1994, filed with the Securities and Exchange Commission ("The Commission") on July 27, 1994 pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended, and the Registrant's Registration Statement on Form S-3 (Registration No. 33-53963), filed with the Commission on June 3, 1994, as amended by Amendment No. 1 to Form S-3 Registration Statement, filed with the Commission on July 19, 1994, which description is incorporated herein by reference. Item 2. Exhibits 1. For the Registrant's Restated Certificate of Incorporation, as amended, see Exhibit 1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference. 2. For the Registrant's Bylaws, as amended, see Exhibit 3(b) to the Registrant's Registration Statement on Form S-4 (Registration No. 33-43383) and incorporated herein by reference. 3. A Certificate of Designations for the $2.25 Series A Convertible Preferred Stock of Amax Gold Inc., par value $1.00 per share, liquidation value $50.00 per share, is attached hereto as Exhibit 4(a). 4. A Form of Certificate of Designations for the $____ Series B Convertible Preferred Stock of Amax Gold Inc., par value $1.00 per share, liquidation value $50.00 per share, is attached hereto as Exhibit 4(b). -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated this 29th day of July, 1994. AMAX GOLD INC. By: ----------------------------------- Paul J. Hemschoot, Jr. Vice President, General Counsel and Secretary -3-