As filed with the Securities and Exchange Commission on October 31, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Coeur d'Alene Mines Corporation
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(Exact name of registrant as specified in its charter)
Delaware 59-0763055
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
400 Coeur d'Alene Mines Building, Post Office Box I
505 Front Avenue, Coeur D'Alene, Idaho 83814
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(Address of Principal Executive Offices including Zip Code)
Coeur d'Alene Mines Corporation Executive Compensation Program (Annual Incentive
Plan, Long-Term Incentive Plan and Long-Term Performance Plan); Coeur d'Alene
Mines Corporation Non-Employee Directors' Stock Option Plan
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(Full title of plans)
Dennis E. Wheeler
Chairman, President and Chief Executive Officer
Coeur d'Alene Mines Corporation
400 Coeur d'Alene Mines Building
Post Office Box I
505 Front Avenue
Coeur d'Alene Idaho 83814
208-6673511
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(Name, address and telephone number of agent for service)
Copies to:
Arthur H. Bill, Esq.
Foley & Lardner
3000 K Street, N.W. (Suite 500)
Washington, D.C. 20007
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement also relates to Registration Statement No. 33-60163.
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum
Securities to be Proposed Maximum Aggregate Amount of
to be registered Offering Price Offering Price Registration
Registered (1) Per Share (2) (2) Fee
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Common Stock, 1,500,000 $0.845 $1,267,500 $316.88
$1.00 par
value shares
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(1) Plus an indeterminate number of shares of Common Stock that may be issuable
by reason of stock splits, stock dividends or similar transactions in accordance
with Rule 416 under the Securities Act of 1933.
(2) The amounts are based upon the average of the high and low sale prices for
the Common Stock as reported on the New York Stock Exchange on October 25, 2001
and are used solely for the purpose of calculating the registration fee pursuant
to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of 1933.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Coeur d'Alene Mines
Corporation (the "Company") (SEC File No. 1-8641) with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated in this Registration Statement by reference and
deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 2000;
2. The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, and June 30, 2001; and
3. The description of the Company's Common Stock, par value $1.00 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form S-1 in File No. 33-36645, as filed on August 31, 1990 under the Securities
Act of 1933 (the "Securities Act").
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In addition, 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 hereby have been sold or which
deregisters all such 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; provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the
offering made by this Registration Statement is in effect prior to the filing
with the SEC of the Company's Annual Report on Form 10-K covering such year
shall not be deemed incorporated by reference in this Registration Statement and
shall not be a part hereof from and after the filing of such Annual Report on
Form 10-K.
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 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.
The Company hereby undertakes to provide without charge to each person
who has received a copy of the prospectus to which this Registration Statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference).
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under Title 30, Section 30-1-5 of the Idaho Code and Article XIII of
the Registrant's By-Laws, the Registrant's directors and officers may be
indemnified against certain liabilities which they may incur in their capacities
as such. The Registrant also has an officers' and directors' liability insurance
policy. Article XIII of the Registrant's By-Laws provides as follows:
(a).The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceedings, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a Director,
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officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceedings if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b). The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a Director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
(c). To the extent that a Director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) or (b) hereof, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(d).Any indemnification under subsections (a) or (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the Director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) or (b). Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested Directors, so directs, by independent legal counsel in a
written opinion, or (3) by the shareholders.
(e). Expenses (including attorneys' fees) incurred in defending a civil
or criminal action, suit or proceeding be paid by the corporation in advance of
the final disposition of such action, suit or proceeding as authorized in the
manner provided in subsection (d) upon receipt of an undertaking by or on behalf
of the Director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this section.
(f). The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of shareholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
(g). The corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section;
provided that banks, savings and loan associations and credit unions chartered
under the laws of the State of Idaho may provide indemnification only by
insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
4(a) Executive Compensation Program. (Incorporated herein by reference to
Exhibit 10(e) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1989; File No. 1-8641.)
4(b) Long-Term Incentive Plan, as amended on October 9, 2001. (Filed
herewith.)
4(c) 1993 Annual Incentive Plan, as amended, and 1993 Long-Term Performance
Plan, as amended. (Incorporated herein by reference to Exhibit 10(jj)
to the Company's Annual Report on Form 10-K for the year ended December
31, 1993.)
5
4(d) Non-Employee Directors' Stock Option Plan, as amended on October 9,
2001. (Filed herewith.)
5 Legal opinion, dated October __. 2001, of Foley & Lardner, counsel to
the Company, as to the legality of shares offered. (Filed herewith.)
23(a) Consent of Arthur Andersen LLP. (Filed herewith.)
23(b) Consent of Ernst & Young LLP. (Filed herewith.)
23(c) Consent of Foley & Lardner. (Included in Exhibit 5 hereto.)
24 Power of Attorney. (Included on signature page of this Registration
Statement.)
Item 9. Undertakings.
1. The Company hereby undertakes:
(a) 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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;
(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)(i) and (a)(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 the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) 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.
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(c) 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.
2. The Company hereby undertakes that, for the purpose of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been informed that in the opinion of the SEC 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 the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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.
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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
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 Coeur d'Alene, State of Idaho on this 29th day of
October, 2001.
COEUR D'ALENE MINES CORPORATION
By: DENNIS E. WHEELER
/s/ Dennis E. Wheeler
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Dennis E. Wheeler
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dennis E. Wheeler and Geoffrey A. Burns
his true and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution, for him and 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, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the SEC, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Dennis E. Wheeler Chairman, President, October 29, 2001
----------------------------------- Chief Executive Officer
Dennis E. Wheeler and Director(Principal
Executive Officer)
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/s/ Geoffrey A. Burns Senior Vice President October 26, 2001
----------------------------------- and Chief Financial
Geoffrey A. Burns Officer (Principal
Financial Officer)
/s/ Wayne L. Vincent Controller and Chief October 26, 2001
----------------------------------- Accounting Officer
Wayne L. Vincent (Principal Accounting
Officer)
/s/ Cecil D. Andrus Director October 22, 2001
-----------------------------------
Cecil D. Andrus
/s/ Joseph C. Bennett Director October 19, 2001
-----------------------------------
Joseph C. Bennett
/s/ James J. Curran Director October 22, 2001
-----------------------------------
James J. Curran
/s/ James A. McClure Director October 24, 2001
-----------------------------------
James A. McClure
/s/ Robert E. Mellor Director October 19, 2001
-----------------------------------
Robert E. Mellor
/s/ John H. Robinson Director October 25, 2001
-----------------------------------
John H. Robinson
/s/ Daniel Tellechea Salido Director October 22, 2001
-----------------------------------
Daniel Tellechea Salido
/s/ Xavier Garcia de Quevedo Topete Director October 22, 2001
-----------------------------------
Xavier Garcia de Quevedo Topete
/s/ Timothy R. Winterer Director October 22, 2001
-----------------------------------
Timothy R. Winterer
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EXHIBIT INDEX
Exhibit
Number Description
4(a) Executive Compensation Program. (Incorporated herein by reference to
Exhibit 10(e) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1989; File No. 1-641.)
4(b) Long-Term Incentive Plan, as amended on October 9, 2001. (Filed
herewith.)
4(c) 1989 Annual Incentive Plan, as amended, and 1993 Long- Term
Performance Plan, as amended. (Incorporated herein by reference to
Exhibit 10(jj) of the Company's Annual Report on Form 10-K for the
year ended December 31, 1993.)
4(d) Non-Employee Directors' Stock Option Plan, as amended on October 9,
2001. (Filed herewith.)
5 Legal opinion, dated June 12, 1995, of Foley & Lardner, counsel to
the Company, as to the legality of shares offered. (Filed herewith.)
23(a) Consent of Arthur Andersen LLP. (Filed herewith.)
23(b) Consent of Ernst & Young LLP. (Filed herewith.)
23(c) Consent of Foley & Lardner. (Included in Exhibit 5 hereto.)
24 Power of Attorney. (Included on signature page of this Registration
Statement.)
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