-----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, MSmwbwkcWsauU7K9gZEiE2czRxaDobdLxML1HrffVi6AyY7W2UBeajS3XyQyWAfq +/09GKpJt4KQgH0FJw4Jfg== 0001047469-98-038776.txt : 19981102 0001047469-98-038776.hdr.sgml : 19981102 ACCESSION NUMBER: 0001047469-98-038776 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981030 EFFECTIVENESS DATE: 19981030 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL OAK MINES INC CENTRAL INDEX KEY: 0000041304 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980160821 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-66383 FILM NUMBER: 98734144 BUSINESS ADDRESS: STREET 1: 5501 LAKEVIEW DR CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258228992 MAIL ADDRESS: STREET 1: 5501 LAKEVIEW DR CITY: KIRKLAND STATE: WA ZIP: 98033 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 30, 1998 Registration No. - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- ROYAL OAK MINES INC. (Exact name of Registrant as specified in its charter) ---------------------- Ontario, Canada 98-0160821 --------------------------------- ------------------------------------ (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) c/o Royal Oak Mines (USA) Inc. 5501 Lakeview Drive Kirkland, Washington U.S.A. 98033-7314 ------------------------------- ---------- (Address of principal executive (Zip Code) offices) ROYAL OAK MINES INC. SHARE BONUS AGREEMENTS (Full Title of the Plan) ---------------------- William J.V. Sheridan, Esq. Lang Michener BCE Place, 181 Bay Street Toronto, Ontario M5J 2T7 (416) 360-8600 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED(1)(3) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE - ----------------------------------------------------------------------------------------------- Common Shares, 400,000 shares $0.78125 $312,500 $86.88 without par value - -----------------------------------------------------------------------------------------------
1. Plus such indeterminate number of shares as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933. 2. Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, the proposed maximum offering price per share and the registration fee are based on the reported average of the high and low prices for Royal Oak Mines Inc.'s Common Shares on the American Stock Exchange on October 27, 1998. -1- 3. Relates to 400,000 Common Shares of Royal Oak Mines Inc. issuable as part payment of bonuses awarded to 22 employees pursuant to Royal Oak Mines Inc. Share Bonus Agreements. Reference is made to Exhibit 4 of this Registration Statement for the list of employee participants covered by this Registration Statement. 4. Also being registered are the Common Share Purchase Rights of Royal Oak Mines Inc. associated with the Common Shares. -2- - ----------------------------------------------------------------------- - ----------------------------------------------------------------------- PART 1 - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1) ITEM 1. PLAN INFORMATION. ITEM 2. COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. - ----------------------------------------------------------------------- PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents which have heretofore been filed by Royal Oak Mines Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), are incorporated by reference herein and shall be deemed to be a part hereof: (a) the annual report on form 10-K for the fiscal year ended December 31, 1997; (b) the quarterly reports on form 10-Q for the quarter ended March 31, 1998 and June 30, 1998; and (c) the current reports on form 8-K, filed January 8, 1998, January 8, 1998, January 19, 1998, January 28, 1998, February 25, 1998, March 11, 1998, March 17, 1998, March 17, 1998, March 18, 1998, March 25, 1998, March 30, 1998, March 31, 1998, April 7, 1998, May 12, 1998, May 15, 1998, June 16, 1998, June 24, 1998, July 24, 1998, August 14, 1998, August 17, 1998, September 15, 1998, September 22, 1998 and October 7, 1998. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act 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 Registration Statement and to be part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated 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 1934 Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Company's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this Registration Statement or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document 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 Incorporated Document 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. ITEM 4. DESCRIPTION OF SECURITIES. - -------------------- (1) This information is not required to be included in, and is not incorporated by reference in, this Registration Statement. -3- Not Applicable. (Common Shares, without par value, of the Company issuable in partial payment of bonuses awarded to employees; see Exhibit 4) ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Partners and associates of Lang Michener, which has rendered an opinion on the legality of the Common Shares being registered hereby own beneficially, directly or indirectly, 5,000 Common Shares and options to acquire 115,000 Common Shares. A partner of Lang Michener is a director and Secretary of the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under the Business Corporations Act (Ontario), the Company may indemnify a present or former director or officer or a person who acts or acted at the Company's request as a director or officer of another corporation of which the Company is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of his position with the Company and provided that the director or officer acted honestly and in good faith with a view to the best interests of the Company and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval. A director or officer is entitled to indemnification from the Company as a matter of right if he was substantially successful on the merits and fulfilled the conditions set forth above. In accordance with the Business Corporations Act (Ontario), the By- laws of the Company indemnify a director or officer, a former director or officer, or a person who acts or acted at the Company's request as a director or officer of a corporation in which the Company is or was a shareholder or creditor, and his heirs and legal representatives, against any and all losses and expenses reasonably incurred by him in respect of any civil, criminal or administrative proceeding to which he is made a party by reason of being or having been a director or officer of the Company or other corporation if he acted honestly and in good faith with a view to the best interests of the Company or, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, he had reasonable grounds in believing that his conduct was lawful. A policy of directors' and officers' liability insurance is maintained by the Company which insures directors and officers for losses as a result of claims based upon the acts or omissions as directors and officers of such Company, including liabilities arising under the Securities Act of 1933, as amended, and also reimburses the Company for payments made pursuant to the indemnity provisions under the Business Corporations Act (Ontario). Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provision, the Company has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. -4- ITEM 8. EXHIBITS
Exhibit Number Description of Exhibits - -------------- ----------------------- 4 Form of Royal Oak Mines Inc. Share Bonus Agreement (including list of employee participants) 5 Opinion of Counsel 23.1 Consent of Independent Accountants 23.2 Consent of Counsel (Contained in Exhibit 5)
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 (the "1933 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)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required 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 1934 Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the 1933 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. (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. -5- (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of any employee benefit plan's annual report pursuant to Section 15(d) of the 1934 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 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue. -6- SIGNATURES THE COMPANY. Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Kirkland, State of Washington, on the 28th day of October, 1998. ROYAL OAK MINES INC. By: "Margaret K. Witte" ----------------------------------- Margaret K. Witte President & Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and the dates indicated.
SIGNATURES TITLE DATE ---------- ----- ---- "Margaret K. Witte" President, October 28, 1998 - --------------------------- Chief Executive Officer Margaret K. Witte and Director (Principal Executive Officer) "James H. Wood" Chief Financial Officer October 28, 1998 - --------------------------- (Principal Financial and James H. Wood Accounting Officer) "Joseph A. Brand" Controller October 28, 1998 - --------------------------- Joseph A. Brand "Ross F. Burns" Director October 28, 1998 - --------------------------- Ross F. Burns "William J.V. Sheridan" Director October 28, 1998 - --------------------------- William J.V. Sheridan Director , 1998 - --------------------------- J. Conrad Lavigne Director , 1998 - --------------------------- Dale Parker
EXHIBIT INDEX
EXHIBIT SEQUENTIAL NUMBER DOCUMENT DESCRIPTION PAGE NUMBER - ------- -------------------- ----------- 4 Form of Royal Oak Mines Inc. Share Bonus Agreement (including list of employee participants) ............................................ 5 Opinion of Counsel.................................................... 23.1 Consent of Independent Accountants.................................... 23.2 Consent of Counsel (Contained in Exhibit 5)...........................
EX-4 2 EXHIBIT 4 EXHIBIT 4 ROYAL OAK MINES INC. September -, 1998 Dear -, This is to confirm the terms of the employee-performance share bonus granted to you (the "Employee") by Royal Oak Mines Inc. ("Royal Oak"), which has been granted and will be provided to you in accordance with the following terms and conditions: 1. Royal Oak has granted to you a bonus, the net amount after tax of which will be paid by issuing to you - common shares of Royal Oak (the "Bonus Shares"). The Bonus Shares will, when issued, be deemed to have been issued by Royal Oak at a price per share equal to the closing price of Royal Oak's common shares on the date of issuance (the "Share Price"). 2. The aggregate bonus (the "Bonus") is equal to the number obtained by dividing: (A) the number of Bonus Shares multiplied by the Share Price, by (B) 1 minus the Tax Rate (as hereafter defined). "Tax Rate" means the estimated aggregate federal, state and provincial income tax rate applicable to the Employee as estimated by Royal Oak, such estimate to be equal to the lesser of the aggregate rate currently used by Royal Oak in determining payroll deductions for the Employee and 30%. The Bonus will be paid and satisfied by Royal Oak issuing the Bonus Shares to the Employee and by Royal Oak remitting to the appropriate federal, state or provincial taxation authorities, on behalf of the Employee, the estimated amount of income tax exigible on the Bonus as determined by the Tax Rate. Payment of any tax exigible on the Bonus in excess of the amount estimated and remitted by Royal Oak on the Employee's behalf shall remain the sole responsibility and obligation of the Employee and the Employee shall indemnify Royal Oak with respect to any claims arising with respect thereto. 3. The Bonus will be paid and the Bonus Shares will be issued by Royal Oak only upon receipt of all necessary regulatory approvals, including the approvals of The Toronto Stock Exchange and the American Stock Exchange, which Royal Oak agrees to seek forthwith. Upon receipt of all such approvals, Royal Oak will deliver to the Employee a share certificate evidencing the Bonus Shares. 4. As a condition to the receipt of the Bonus and the Bonus Shares, the Employee hereby agrees to comply with all applicable securities laws, including all laws as may apply should you elect to resell any of the common shares of Royal Oak acquired hereunder. 5. Neither this Agreement nor the grant of the Bonus shall in any way constitute any form of agreement or understanding binding on Royal Oak or any affiliated company of Royal Oak, express or implied, that Royal Oak or any affiliate of Royal Oak will employ you or contract with you for any length of time, nor shall it interfere in any way with Royal Oak's, or, where applicable, an affiliated company's right to terminate your employment for any reason at any time, which right is hereby reserved. 6. This Agreement and the Bonus shall be non-assignable by you and be binding on Royal Oak and its successors and assigns. If you are in agreement with the foregoing, please sign in the space indicated below and return an executed original to Royal Oak. ROYAL OAK MINES INC. BY: ------------------------------------- MARGARET K. WITTE PRESIDENT AND CHIEF EXECUTIVE OFFICER The undersigned hereby accepts and agrees to be bound by the terms of the foregoing this _______ day of ________________, 1998. - --------------------------------------- EXHIBIT 4
NUMBER OF SHARES EMPLOYEE TO BE ISSUED - -------- ---------------- Douglas Anthony 8,000 Jay Collins 150,000 Marc Henrison 4,000 Geoffrey Jackson 8,000 James Koski 8,000 Ken Salyn 10,000 Gene Fritzel 5,000 David Gurniak 5,000 Eric Hardin 2,000 Alan Martin 5,000 Tim Matusiak 5,000 Dan Richard 5,000 Adrian McNutt 50,000 Chan Patel 50,000 Douglas Braid 20,000 Joseph Brand 15,000 Linda Burrus 5,000 Larry Connell 30,000 Robert Pfau 5,000 John Phipps 5,000 Judy Simon 2,500 William Henry 2,500 -------- 400,000
EX-5 3 EXHIBIT 5 EXHIBIT 5 Reply to: Toronto Office October 28, 1998 Securities and Exchange Commission 450 5th Street N.W. Judiciary Plaza Washington, D.C. 20549 U.S.A. Dear Sirs: RE: ROYAL OAK MINES INC.: REGISTRATION STATEMENT ON FORM S-8 We are counsel to Royal Oak Mines Inc., a company amalgamated under the laws of the Province of Ontario (the "Company") and have acted on its behalf in connection with the registration under the Securities Act of 1933, as amended (the "Act") of the Company's common shares, without par value (the "Common Shares"), issuable under the form of Royal Oak Mines Inc. Share Bonus Agreement included in Exhibit 4 to the Company's Registration Statement on Form S-8 to the participants listed in such exhibit (the "Share Bonus Agreement"). We are generally familiar with the properties and affairs of the Company, including the Share Bonus Agreement. As the basis for the opinions herein expressed, we have also made such investigations and examined such additional documents and proceedings as we have considered relevant and necessary. In such examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of documents submitted to us as certified, conformed or photostatic copies or facsimiles. The opinions expressed herein are expressly limited to the laws of the Province of Ontario and the laws of Canada applicable therein and we express no opinion as to the laws of any other jurisdiction. Based and relying on the foregoing, we are of the opinion that all necessary corporate action has been taken to allot and reserve for issuance 400,000 Common Shares in accordance with applicable law to be issued pursuant to the terms of the Share Bonus Agreement and when issued pursuant to the terms of the Share Bonus Agreement, the said 400,000 Common Shares will be validly issued as fully paid and non-assessable Common Shares. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 relating to the Agreement. Yours truly, "Lang Michener" EX-23.1 4 EXHIBIT 23.1 - ------------------------------------------------------------------------------- CONSENT OF INDEPENDENT ACCOUNTANTS - ------------------------------------------------------------------------------- We consent to the incorporation by reference in the Royal Oak Mines Inc. Form S-8 Registration Statement (relating to the Share Bonus Agreements) of our audit report dated April 6, 1998 to the shareholders of Royal Oak Mines Inc. on the balance sheets as at December 31, 1997 and 1996, and the statements of income (loss), retained earnings (deficit) and cash flow for the years ended December 31, 1997, 1996 and 1995. Arthur Andersen & Co. (signed) Vancouver, British Columbia October 28, 1998 -----END PRIVACY-ENHANCED MESSAGE-----