S-8 1 frms8.txt FORM S-8 FOR 1987 STOCK OPTION PLAN As filed with the Securities and Exchange Commission on May 19, 2003 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- PLACER DOME INC. (Exact name of registrant as specified in its charter) Canada None (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1600-1055 Dunsmuir Street Vancouver, B.C., Canada V7X 1P1 (Address of Principal Executive Offices) (Zip Code) 1987 STOCK OPTION PLAN OF PLACER DOME INC. (Full title of the plan) J. Donald Rose Executive Vice-President, Secretary and General Counsel Placer Dome Inc. 1600-1055 Dunsmuir Street Vancouver, B.C. Canada V7X 1P1 (Name and address of agent for service) (604) 682-7082 (Telephone number, including area code, of agent for service) Copy to: Robert M. Riggs Carter Ledyard & Milburn LLP 2 Wall Street New York, New York 10005 (212) 732-3200 ================================================================================
CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------------------------------------------- Title of securities to Proposed maximum Proposed maximum be registered Amount to be offering price per aggregate offering Amount of registered share price registration fee -------------------------------------------------------------------------------------------------------------------- Common Shares 7,000,000 shares $10.735(1) $75,145,000 $6,913.34 --------------------------------------------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h) and (c) under the Securities Act of 1933, on the basis of the average of the high and low prices ($10.88 and $10.59) of a common share of Placer Dome Inc. on May 14, 2003 as reported for New York Stock Exchange composite transactions. No options are currently outstanding under the Option Plan with respect to the 7,000,000 shares being registered hereby. ------------------------------------------------------ This Registration Statement shall become effective immediately upon filing as provided in Rule 462(a) under the Securities Act of 1933. Pursuant to General Instruction E to Form S-8, the common shares being registered hereunder are additional securities of the same class as the Registrant's common shares for which a Registration Statement on Form S-8, Registration No. 333-10278, is effective relating to the Registrant's 1987 Stock Option Plan. The contents of such earlier Registration Statement are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents have been filed with the Securities and Exchange Commission by the Registrant and are incorporated herein by reference: (a) The Registrant's Annual Report under cover of Form 40-F for the year ended December 31, 2002, filed on February 27, 2003; (b) The Registrant's Reports on Form 6-K filed on February 25, 2003, March 6, 2003, March 25, 2003, March 26, 2003, April 22, 2003, May 2, 2003 and May 7, 2003. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in and made a part of this Registration Statement from the date of filing of such documents. Item 5. Interests of Named Experts and Counsel. J. Donald Rose, Executive Vice-President, Secretary and General Counsel of the Registrant, has given the opinion being filed as Exhibit 5 to this Registration Statement as to the validity of the securities being registered hereby. Item 8. Exhibits. Exhibit No. ----------- 5 - Opinion of J. Donald Rose, Esq. 23.1 - Consent of Ernst & Young LLP 23.2 - Consent of J. Donald Rose, Esq. (included in Exhibit 5) 24 - Powers of Attorney 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 the City of Vancouver, Province of British Columbia, Canada, on May 16, 2003. PLACER DOME INC. By: /s/ J. Donald Rose ------------------- J. Donald Rose Executive Vice-President, Secretary and General Counsel Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 16, 2003 by the following persons in the capacities indicated. Signature Title --------- ----- * _______________________ President, Chief Executive Jay K. Taylor Officer and Director * _______________________ Executive Vice President Rex J. McLennan and Chief Financial Officer (Principal Financial Officer) * _______________________ Vice President and Controller Bruce B. Nicol (Principal Accounting Officer) Signature Title --------- ----- * _______________________ Director G. Bernard Coulombe * _______________________ Director John W. Crow * _______________________ Director Robert M. Franklin * _______________________ Director Graham Farquharson * _______________________ Director David S. Karpin * _______________________ Director Alan R. McFarland * _______________________ Director Clifford L. Michel * _______________________ Director Edythe A. Parkinson-Marcoux * _______________________ Director Jay K. Taylor * _______________________ Director Vernon F. Taylor, III Signature Title --------- ----- * _______________________ Director William G. Wilson /s/ Robert M. Riggs Authorized Representative _______________________ in the United States Robert M. Riggs * By: /s/ J. Donald Rose ------------------ J. Donald Rose Attorney-in-Fact EXHIBIT INDEX Exhibit Description ------------- ---------------------------------------------------------- 5 Opinion of J. Donald Rose, Esq. 23.1 Consent of Ernst & Young LLP 23.2 Consent of J. Donald Rose, Esq. (included in Exhibit 5) 24 Powers of Attorney