-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WO3Y2lzo8zjTXSZ76/2UttKiNOkf7xtxBi7c03osloHEC2DYmoDo1kkw6MaiLKqL v8YoKyFK0xXB+6pQk/TVRQ== 0000940180-98-000579.txt : 19980521 0000940180-98-000579.hdr.sgml : 19980521 ACCESSION NUMBER: 0000940180-98-000579 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980520 EFFECTIVENESS DATE: 19980520 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: APEX SILVER MINES LTD CENTRAL INDEX KEY: 0001011509 STANDARD INDUSTRIAL CLASSIFICATION: SILVER ORES [1044] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53185 FILM NUMBER: 98629235 BUSINESS ADDRESS: STREET 1: CALEDONIAN HOUSE GROUND FL GEORGETOWN CITY: GRAND CAYMAN CAYMAN STATE: E9 BUSINESS PHONE: 3499490050 MAIL ADDRESS: STREET 1: CALEDONIAN HOUSE MARY STREET STREET 2: GEORGE TOWN GRAND CAYMAN ISLAND BWI S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 20, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- APEX SILVER MINES LIMITED (Exact Name of Issuer as Specified in its Charter) Cayman Islands Not Applicable (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) Caledonian House, Ground Floor Mary Street George Town, Grand Cayman Cayman Islands, British West Indies (345) 949-0050 (Address of Principal Executive Offices) -------------- APEX SILVER MINES LIMITED EMPLOYEES' SHARE OPTION PLAN APEX SILVER MINES LIMITED NON-EMPLOYEE DIRECTORS' SHARE OPTION PLAN APEX SILVER MINES LIMITED NON-QUALIFIED STOCK OPTION AGREEMENTS (Full Title of the Plans) -------------- Thomas S. Kaplan Chief Executive Officer Apex Silver Mines Corporation 1700 Lincoln Street, Suite 3050 Denver, Colorado 80203 (303) 839-5060 (Name and Address of Agent for Service) Telephone Number, Including Area Code, of Agent for Service: (303) 839-5060
CALCULATION OF REGISTRATION FEE ============================= ===================== ======================== ======================= ========================== Title of Shares Amount to Proposed Maximum Proposed maximum Amount of to be Registered be Registered(1) Offering Price Per Aggregate Offering Registration Fee Share Price(2) - ----------------------------- --------------------- ------------------------ ----------------------- -------------------------- Ordinary Shares (par value 3,040,625 Ordinary Not Applicable $33,212,744 $9,798 $.01 per share) Shares ============================= ===================== ======================== ======================= ==========================
(1) There are also registered hereunder such additional indeterminate number of ordinary shares, par value $0.01 per share (the "Ordinary Shares"), as may be issued as a result of the antidilution provisions of the Apex Silver Mines Limited Employees' Share Option Plan (the "Employees' Share Option Plan"), the Apex Silver Mines Limited Non-Employee Directors' Share Option Plan (the "Non-Employee Directors' Share Option Plan") and the Apex Silver Mines Limited Non-Qualified Stock Option Agreements (the "Non-Qualified Stock Option Agreements"). (2) Calculated on the basis of (i) 455,625 Ordinary Shares at $8.00 per Ordinary Share having an aggregate price of $3,645,000, pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended (the "Act"), which is the aggregate offering price of certain of the Ordinary Shares subject to outstanding options under the Employees' Share Option Plan and all of the Non-Qualified Stock Option Agreements, (ii) 54,081 Ordinary Shares at $11 3/16 per Ordinary Share having an aggregate price of $605,031, pursuant to Rule 457(h)(1) of the Act, which is the aggregate offering price of certain of the Ordinary Shares subject to outstanding options under the Employees' Share Option Plan and (iii) with respect to the remaining 2,530,919 Ordinary Shares registered hereunder, using the average of the high and low prices reported on the American Stock Exchange on May 14, 1998, which is $11.44, having an aggregate offering price of $28,953,713, pursuant to Rule 457(h)(1) and Rule 457(c) of the Act. ================================================================================ STATEMENT --------- This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the "Commission") by Apex Silver Mines Limited, a Cayman Islands Corporation (the "Company"), in order to register (i) 2,000,000 Ordinary Shares that will be available for issuance under the Employees' Share Option Plan, (ii) 1,000,000 additional Ordinary Shares that will be available for issuance under the Non-Employee Directors' Share Option Plan, all of which may be issued upon the exercise of options granted under such plans, and (iii) 40,625 additional Ordinary Shares which may be issued by the Company pursuant to the exercise of options granted in Non-Qualified Stock Option Agreements to each of the seven non-employee directors of the Company. 2 PART I Item 1. PLANS INFORMATION. Not included pursuant to Form S-8 instructions. Item 2. REGISTRANT INFORMATION AND PLANS ANNUAL INFORMATION. Not included pursuant to Form S-8 instructions. PART II Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The Company hereby incorporates herein by reference the following documents: (1) The description of the Company's Ordinary Shares contained in the Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the "Commission") on August 29, 1997, Registration No. 333-34685, including amendments thereto and any report filed for the purpose of updating such description (the "Registration Statement"); (2) The Company's Annual Report on Form 10-K for the year ended December 31, 1997, including portions of the Company's proxy statement dated April 15, 1998 relating to the Company's 1998 annual meeting of shareholders, which are incorporated therein by reference; (3) The Company's proxy statement dated April 15, 1998; (4) The Company's quarterly report on Form 10-Q for the quarter ended March 31, 1998; and (5) All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of this filing. In addition, all documents filed by the Company 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 which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the respective date of filing of each such document. Item 4. DESCRIPTION OF SECURITIES. Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Cayman Islands law does not limit the extent to which a company's Articles of Association may provide for the indemnification of officers and directors, except to the extent that such provision may be held by the Cayman Islands courts to be contrary to public policy (for instance, for purporting to provide indemnification against the consequences of committing a crime). In addition, an officer or director may not be indemnified for fraud or willful default. 3 The Company's Articles contain provisions providing for the indemnity by the Company of an officer, director, consultant, employee or agent of the Company for threatened, pending or contemplated actions, suits or proceedings, whether civil, criminal, administrative or investigative (including, without limitation, an action by or the right of the company), brought against such indemnified person by reason of the fact that such person was an officer, director, consultant, employee or agent of the Company. In addition, the board of directors may authorize the Company to purchase and maintain insurance on behalf of any such person 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 company would have the power to indemnify him against such liability under the provisions of the Articles. The Company also purchases directors and officers liability insurance from third parties for its directors and officers. The Company's Article's provide that directors and officers of the Company shall have no liability (i) for the acts, receipts, neglects, defaults or omissions of any other such director or officer or agent of the Company or (ii) by reason of his having joined in any receipt for money not received by him personally or (iii) for any loss on account of defect of title to any property of the Company or (iv) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (v) for any loss incurred through any bank, broker or other agent or (vi) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgment or oversight on his part of (vii) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of his office or in relation thereto, unless the same shall happen through his own dishonesty. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. Item 8. EXHIBITS. Exhibit No. Description of Exhibits - ---------- ----------------------- 4.1 Apex Silver Mines Limited Employees' Share Option Plan* 4.2 Apex Silver Mines Limited Non-Employee Directors' Share Option Plan* 4.3 Form of Apex Silver Mines Limited Non-Qualified Stock Option Agreement 5.1 Opinion of W. S. Walker & Company regarding the legality of the Ordinary Shares being registered (Cayman Islands law) 23.1 Consent of W.S. Walker & Company (included as part of Exhibit 5.1) 23.2 Consent of Price Waterhouse LLP 24.1 Power of Attorney (included on the signature page of this registration statement) - - - - - - - - - - - - *incorporated by reference from Registrant's Form S-1 Registration Statement (file No. 333-34685), effective November 25, 1997. Item 9. UNDERTAKINGS (a) The undersigned 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 (the "Securities Act"); 4 (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; 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) do not apply if the information to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the 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; and (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, each filing of the registrant's 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 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. (c) Insofar as indemnification for liabilities arising under the Securities Act 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 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. 5 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 New York, New York, on this 14th day of May, 1998. APEX SILVER MINES LIMITED By: /s/ Thomas S. Kaplan -------------------------- Name: Thomas S. Kaplan Title: Chairman of the Board POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas S. Kaplan and Keith R. Hulley and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, 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 or necessary to be done in and about the premises, as fully 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 or either of them, or their or his or her substitute or substitutes, 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 - --------- ----- ---- /s/ Thomas S. Kaplan Chairman of the Board May 14, 1998 - ---------------------------- Thomas S. Kaplan /s/ Harry M. Conger Director May 14, 1998 - ----------------------------- Harry M. Conger /s/ Michael Comninos Director May 14, 1998 - ----------------------------- Michael Comninos /s/ Eduardo S. Elsztain Director May 14, 1998 - ------------------------------ Eduardo S. Elsztain /s/ David Sean Hanna Director May 14, 1998 - ------------------------------ David Sean Hanna /s/ Ove Hoegh Director May 14, 1998 - ----------------------------- Ove Hoegh
6 /s/ Keith R. Hulley Director May 14, 1998 - ------------------------------- Keith R. Hulley - ------------------------------- Director May __, 1998 Richard Katz /s/ Paul Soros Director May 14, 1998 - -------------------------------- Paul Soros
7 EXHIBITS The following documents are filed as Exhibits hereto: Exhibit No. Description of Exhibits - ----------- ----------------------- 4.1 Apex Silver Mines Limited Employees' Share Option Plan* 4.2 Apex Silver Mines Limited Non-Employee Directors' Share Option Plan* 4.3 Form of Apex Silver Mines Limited Non-Qualified Stock Option Agreement 5.1 Opinion of W. S. Walker & Company regarding the legality of the Ordinary Shares being registered 23.1 Consent of W. S. Walker & Company (included as part of Exhibit 5.1) 23.2 Consent of Price Waterhouse LLP 24.1 Power of Attorney (included on the signature page of this registration statement) - - - - - - - - - - - - *incorporated by reference from Registrant's Form S-1 Registration Statement (file No. 333-34685), effective November 25, 1997. 8 EX-4.3 2 NONQUALIFIED STOCK OPTION EXHIBIT 4.3 FORM OF APEX SILVER MINES LIMITED NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT (the "Agreement"), effective as of the 10th day of April, 1997 (the "Grant Date"), between Apex Silver Mines Limited (the "Company") and ________ (the "Optionee"). WHEREAS, the Company has determined to grant an option to the Optionee in consideration for services to be rendered by the Optionee to the Company; The parties hereto agree as follows: 1. GRANT. Effective as of the Grant Date, the Company hereby grants to the Optionee the right and option hereinafter described (the "Option") to purchase all or any part of an aggregate of ____ whole shares ("Shares") of the share capital, $.01 par value, of the Company and such other securities as may be substituted for such share or such other securities pursuant to Section 8. This Option will not qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. PURCHASE PRICE. The Optionee shall be entitled to purchase Shares upon exercising the Option at a price (the "Exercise Price") equal to $8.00 per Share. 3. DURATION. The Option shall be exercisable for ten (10) years from the Grant Date (the "Exercise Term"). 4. EXERCISABILITY. The Option may be exercised commencing immediately upon its grant. 5. METHOD OF EXERCISE. The Optionee may exercise the Option, in whole or in part, prior to its expiration, by giving written notice of exercise to the Secretary of the Company, specifying the Option to be exercised and the number of Shares to be purchased, and paying in full the Exercise Price in cash (including by check) or by surrender of Shares already owned by the Participant having a Fair Market Value (as defined below) at the time of exercise equal to the Exercise Price, or by a combination of cash and Shares. 6. LIMITATIONS ON TRANSFERABILITY. The Option will not be transferable by the Optionee except by will or the laws of descent and distribution or to a Beneficiary in the event of the Optionee's death, and, shall be exercisable during the lifetime of the Optionee only by the Optionee or his or her guardian or legal representative; provided, however, that the Optionee may transfer the Option to (i) his or her spouse, children or grandchildren ("Immediate Family Members"), (ii) a trust or trusts for exclusive benefit of such Immediate Family Members, or (iii) a partnership in which such Immediate Family Members are the only partners, provided that (x) there may be no consideration for any such transfer, and (y) subsequent transfers of transferred Options shall be prohibited except those occurring by laws of descent and distribution. Following any such transfer, the Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to such transfer, provided that for purposes of the Agreement, the term Optionee shall be deemed to refer to the transferee. Options may not be pledged, mortgaged, hypothecated or otherwise encumbered, and shall not be subject to the claims of creditors. 7. NO RIGHT TO CONTINUE AS A DIRECTOR. Nothing contained in this Agreement will confer upon the Optionee any right to continue to serve as a director or advisory director of the Company. 8. ADJUSTMENTS. The number of Shares covered by the Option and the Exercise Price per Share shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares or other capital adjustment, or the payment of a Share dividend or other increase or decrease in such Shares, effected without receipt of consideration by the Company, or other change in corporate or capital structure; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated. The Board of Directors (the "Board") of the Company may also make the foregoing changes and any other changes, including changes in the classes of securities available, to the extent it is deemed necessary or desirable to preserve the intended benefits of the Agreement for the Company and the Optionee in the event of any other reorganization, recapitalization, merger, consolidation, spin-off, extraordinary dividend or other distribution or similar transaction. Notwithstanding any other provision of the Agreement, the Board may cause the Option granted hereunder to be canceled in consideration of a cash payment or alternative award made to the Optionee equal in value to the Fair Market Value of the canceled Option. Notwithstanding anything to the contrary in this Section 8, no issuance of Shares effected pursuant to the terms of the Buy-Sell Agreement dated as of August 6, 1996 by and among, inter alia, the Company, Consolidated Commodities Ltd., Argentum LLC and Silver Holdings LDC or certain entities affiliated therewith, that does not constitute a change in control shall result in any adjustment to the number or value of any Shares to be issued pursuant to this Option. 9. NO SHAREHOLDER RIGHTS CONFERRED. Nothing contained in the Agreement will confer upon the Optionee any rights of a shareholder of the Company unless and the Option granted hereunder is validly exercised in accordance with Section 5. 10. COMPLIANCE WITH LAWS AND OBLIGATIONS. The Company will not be obligated to issue or deliver Shares in connection with this Option in a transaction subject to the registration requirements of the Securities Act of 1933, as amended, or any other U.S. federal or state securities law, any requirement under any listing agreement between the Company and any stock exchange or automated quotation system, or any other law, regulation, or contractual obligation of the Company, until the Company is satisfied that such laws, 2 regulations, and other obligations of the Company have been complied with in full. Certificates representing Shares issued under the Option will be subject to such stop-transfer orders and other restrictions as may be applicable under such laws, regulations, and other obligations of the Company, including any requirement that a legend or legends be placed thereon. 11. TAX WITHHOLDING. The Company shall have the right to deduct from any cash distributed to the Optionee hereunder the federal, state and local income taxes and other amounts required by law to be withheld (the "Withholding Taxes") therefrom. If the Optionee is entitled to receive Shares upon exercise of the Option, the Optionee shall pay the appropriate Withholding Taxes to the Company before such Shares are issued. In satisfaction of the Withholding Taxes, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option, having an aggregate Fair Market Value, on the date preceding the date of such issuance, equal to the Withholding Taxes. 12. DEFINITIONS. In addition to terms defined elsewhere in the Agreement, for purposes of this Agreement: (a) "Fair Market Value" of a Share on a given date means the last sales price or, if last sales information is generally unavailable, the average of the closing bid and asked prices per Share on such date (or, if there was no trading or quotation in the stock on such date, on the next preceding date on which there was trading or quotation) as reported in the WALL STREET JOURNAL; PROVIDED, HOWEVER, that the "Fair Market Value" of a Share subject to Options granted effective on the date on which the Company commences an Initial Public Offering shall be the price of the shares so issued and sold, as set forth in the first final prospectus used in such Initial Public Offering. (b) "Initial Public Offering" means an initial public offering of Shares in a firm commitment underwriting register with the U.S. Securities and Exchange Commission in compliance with the provisions of the U.S. Securities Act of 1933, as amended. 13. MODIFICATION. This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto. 14. SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms. 15. GOVERNING LAW. The validity, construction, and effect of the Agreement and the Option issued hereunder will be determined in accordance with the laws of the Cayman Islands. 16. SUCCESSORS IN INTEREST. This Agreement shall inure to the 3 benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Optionee's legal representatives. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Optionee's successors and shall inure to their benefit. 17. RESOLUTION OF DISPUTES. Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined in good faith by the Board. Any determination made hereunder shall be final, binding and conclusive on the Optionee and the Company for all purposes. 18. NO ASSIGNMENT. Except as otherwise provided herein, the rights of the Optionee hereunder may not be assigned or otherwise transferred to any other party. 19. LEGEND. The certificates representing the Shares to be issued pursuant hereto shall bear the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECRITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH. IN ADDITION, THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFERS AND VOTING RESTRICTIONS PURSUANT TO A SHAREHOLDERS' AGREEMENT AMONG THE COMPANY AND CERTAIN OF THE COMPANY'S MEMBERS. A COPY OF SUCH SHAREHOLDERS' AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. APEX SILVER MINES LIMITED Attest: By:________________________ Chairman - --------------------- Secretary --------------------------- Optionee 4 EX-5.1 3 OPINION REGARDING LEGALITY W.S. WALKER & COMPANY Attorneys-at-Law CALEDONIAN HOUSE, P.O BOX 265 GEORGE TOWN, GRAND CAYMAN CAYMAN ISLANDS TEL: (345) 949-0100 FAX: (345) 949-7886 Internet: walker@candw.ky Our Ref: MPL A181-09400 The Directors Apex Silver Mines Limited c/o Curacao Corporation Company N.V. Kaya Flamboyan 9, P.O. Box 812 Willemstad, Curacao Netherlands Antilles 14 May 1998 Dear Ladies and Gentlemen: APEX SILVER MINES LIMITED We have acted as counsel to Apex Silver Mines Limited (the "Company") in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement") being filed with Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the contemplated registration by the Company of 3,040,625 ordinary shares, par value $0.01, (the "Securities") of the Company issuable pursuant to the Company Employee's Share Option Plan, the Company Non-Employee Directors' Share Option Plan and certain individual option grant letters (collectively the "Plans"). For the purposes of giving this opinion, we have examined the documents listed in Schedule 1. In giving this opinion we have relied upon the assumptions set out in Schedule 2 hereto, which we have not independently verified. Capitalised terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Statement. We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date hereof. Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we deem relevant, we are of the opinion that under the laws of the Cayman Islands that: 1. the Company is duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. 2. The Securities deliverable pursuant to the Plan have been duly and validly authorised and when and to the extent issued pursuant to the Plan will be issued as fully paid when an entry in respect of such Securities and the registered owner thereof has been made in the register of members of the Company confirming that they are fully paid. 3. The liability of a shareholder in respect of such Securities is limited to the amount that the shareholder has agreed to pay for such Securities and the Company cannot call for additional sums to be paid by the shareholders in respect of such Shares. This law firm is a partnership organised under the laws of the Cayman Islands. Our opinion relates only to the laws of the Cayman Islands. We express no opinion as to the law of any other jurisdiction. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We assume herein no obligation, and hereby disclaim any obligation, to make any inquiry after the date hereof or to advise you of any future changes in the forgoing or of any facts or circumstances that may hereafter come to our attention. Subject to the forgoing sentence, this opinion letter is solely for your benefit and no other persons shall be entitled to rely upon the opinions herein expressed. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. Yours faithfully, /s/ W. S. WALKER & COMPANY W. S. WALKER & COMPANY Schedule 1 List of Documents Examined (1) the Memorandum and Articles of Association of the Company. Resolutions adopted by the Board of Directors of the Company dated: 28 August 1997 authorising issue of the Securities; and 14 May 1998 approving registration of the Securities with the Commission (collectively "the Resolutions"). (3) the draft Registration Statement on Form S-8. (4) such other documents as we have considered necessary for the purposes of rendering this opinion. Schedule 2 Assumptions The opinions hereinbefore given are based upon the following assumptions insofar as each such assumption may relate to the opinions given: 1. All original documents are authentic, that all signatures and seals are genuine, that all documents purporting to be sealed have been so sealed and that all copies conform to their originals. 2. The Minute Book of the Company examined by us at the Registered Office of the Company on 14 May 1998 contain a complete record of the business transacted by it. 3. The corporate records of the Company examined by us at the Registered Office of the Company on 14 May 1998 constitute its complete corporate records and that all matters required by law to be recorded therein are so recorded. 4. The Resolutions were duly adopted in accordance with the Articles of Association of the Company. We confirm that the examination made by us for the purpose of giving this opinion give us no reason to suppose that the Resolutions were not so adopted or that the Resolutions have been modified or rescinded. 5. The issuance and delivery of the Securities will not violate any applicable law or result in a violation of any provision of any instrument or agreement binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company. W.S. Walker & Company EX-23.2 4 CONSENT OF INDEPENDENT ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 26, 1998 appearing on page F-2 of Apex Silver Mines Limited's Annual Report on Form 10-K for the year ended December 31, 1997. /s/ Price Waterhouse LLP - ------------------------ Price Waterhouse LLP Denver, Colorado May 19, 1998 -----END PRIVACY-ENHANCED MESSAGE-----