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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1997
REGISTRATION NO. 33-77738
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ECHO BAY MINES LTD.
and
ECHO BAY RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ECHO BAY MINES, LTD.
INCORPORATED UNDER ECHO BAY MINES LTD.
THE LAWS OF NONE
CANADA ECHO BAY RESOURCES, INC.--
ECHO BAY RESOURCES, INC.--DELAWARE 52-1872784
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
6400 SOUTH FIDDLER'S GREEN CIRCLE, SUITE 1000
ENGLEWOOD, COLORADO 80111
(303) 714-8600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RICHARD C. KRAUS
6400 SOUTH FIDDLER'S GREEN CIRCLE, SUITE 1000
ENGLEWOOD, COLORADO 80111
(303) 714-8600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
DAVID A. SPENCER
MILNER FENERTY
RONALD R. LEVINE II 30TH FLOOR WILLIAM P. ROGERS JR.
DAVIS, GRAHAR & STUBBS LLP 700 - 9TH AVENUE S.W. CRAVATH, SWAINE & MOORE
370 17TH STREET, SUITE 4700 CALGARY, ALBERTA 825 EIGHTH AVENUE
DENVER, COLORADO 80202 T2P 4A7 NEW YORK, NY, 10019
(303) 892-9400 (403) 268-7000 (212) 474-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this
Registration Statement, as determined by the Registrant.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
1.1 Underwriting Agreement for Capital Securities(3)
3.1 Certificate of Incorporation of EBR(2)
3.2 By-laws of EBR(2)
4.1 Indenture for Capital Securities(3)
4.2 Form of Debt Security (included in Exhibit 4.1)(3)
4.3 Indenture Supplement for Capital Securities(3)
4.4 Form of Indenture for Guaranteed Debt Securities(2)
4.5 Form of Guaranteed Debt Security (included in Exhibit 4.5)(2)
5.1 Opinion and Consent of Milner Fenerty(2)
5.2 Opinion and Consent of Davis, Graham & Stubbs, L.L.C.(2)
12.1 Statement re Computation of Ratios(2)
23.1 Consent of Ernst & Young(2)
23.2 Consent of Milner Fenerty - see Exhibit 5.1(2)
23.3 Consent of Davis, Graham & Stubbs, L.L.C. - see Exhibit 5.2(2)
24.1 Power of Attorney of Peter Clarke(2)
24.2 Powers of Attorney of other directors and officers(2)
24.3 Power of Attorney of Echo Bay Mines Ltd.(1)
24.4 Power of Attorney of Echo Bay Resources Inc.(1)
25.1 Statement of Eligibility on Form T-1(1)
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(1) Filed herewith.
(2) Previously filed with the Company's and Resources' Registration Statement
on Form S-3 filed with the Commission (Reg. No. 33-77738).
(3) To be filed in a Current Report on Form 8-K.
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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-3 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Denver, Colorado on the 17th day of
March, 1997.
ECHO BAY MINES LTD.
By: Richard C. Kraus*
-----------------------------------
Richard C. Kraus, Chief Executive
Officer, President and
U.S. Authorized Representative
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
by the foregoing persons in the capacities and on the dates indicated.
Richard C. Kraus* President and Chief Executive March 17, 1997
- ------------------------------------- Officer (Principal Executive
Richard C. Kraus Officer)
Peter H. Cheesbrough* Senior Vice-President, Finance and March 17, 1997
- ------------------------------------- Chief Financial Officer
Peter H. Cheesbrough
Gerald A. Tywoniuk* Vice President, Controller and March 17, 1997
- ------------------------------------- Principal Accounting Officer
Gerald A. Tywoniuk
JOHN N. ABELL* )
LATHAM C. BURNS* )
PETER CLARKE* )
RICHARD C. KRAUS* ) A majority of the Board of Directors March 17, 1997
ROBERT L. LECLERC* )
JOHN F. McOUAT* )
R. GEOFFREY P. STYLES* )
*By: /s/ David A. Spencer
---------------------------------
Attorney-in-Fact
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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-3 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Denver, Colorado on the 17th day of
March, 1997.
ECHO BAY RESOURCES, INC.
By: Richard C. Kraus*
-----------------------------------
Richard C. Kraus, Chairman, Chief
Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities and on the date indicated.
Richard C. Kraus* Chairman, Chief Executive Officer March 17, 1997
- ------------------------------------- and President (Principal Executive
Richard C. Kraus Officer) and Director
Peter H. Cheesbrough* Senior Vice-President (Principal March 17, 1997
- ------------------------------------- Financial Officer and Principal
Peter H. Cheesbrough Accounting Officer)
Robert L. Leclerc* Director March 17, 1997
- -------------------------------------
Robert L. Leclerc
*By: /s/ Ronald R. Levine II
---------------------------------
Ronald R. Levine II
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DOCUMENT NUMBER
------- --------------------------------------------------------------------- -----
1.1 Underwriting Agreement for Capital Securities(3)
3.1 Certificate of Incorporation of EBR(2)
3.2 By-laws of EBR(2)
4.1 Indenture for Capital Securities(3)
4.2 Form of Debt Security (included in Exhibit 4.1)(3)
4.3 Indenture Supplement for Capital Securities(3)
4.4 Form of Indenture for Guaranteed Debt Securities(2)
4.5 Form of Guaranteed Debt Security (included in Exhibit 4.5)(2)
5.1 Opinion and Consent of Milner Fenerty(2)
5.2 Opinion and Consent of Davis, Graham & Stubbs, L.L.C.(2)
12.1 Statement re Computation of Ratios(2)
23.1 Consent of Ernst & Young(2)
23.2 Consent of Milner Fenerty - see Exhibit 5.1(2)
23.3 Consent of Davis, Graham & Stubbs, L.L.C. - see Exhibit 5.2(2)
24.1 Power of Attorney of Peter Clarke(2)
24.2 Powers of Attorney of other directors and officers(2)
24.3 Power of Attorney of Echo Bay Mines Ltd.(1)
24.4 Power of Attorney of Echo Bay Resources Inc.(1)
25.1 Statement of Eligibility on Form T-1(1)
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(1) Filed herewith.
(2) Previously filed with the Company's and Resources' Registration Statement
on Form S-3 filed with the Commission (Reg. No. 33-77738).
(3) To be filed in a Current Report on Form 8-K.