Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 17 2016 - 6:03AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 16, 2016
Registration No. 333-171298
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Newmont Mining Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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84-1611629
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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6363 South Fiddlers Green Circle
Greenwood Village, Colorado
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80111
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(Address of Principal Executive Offices)
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(Zip Code)
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Newmont Mining Corporation
2005 Stock Incentive Plan
(Full title of the plan)
Stephen P.
Gottesfeld
Executive Vice President and General Counsel
Newmont Mining Corporation
6363 South Fiddlers Green Circle
Greenwood Village, Colorado 80111
(Name and address of agent for service)
(303)
863-7414
(Telephone number, including area code, of agent for service)
Copy to:
Laura
M. Sizemore
David M. Johansen
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
Tel: (212) 819-8200
Fax: (212) 354-8113
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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EXPLANATORY NOTE
Newmont Mining Corporation, a Delaware corporation (the Registrant), is filing this Post-Effective Amendment No. 2 to Form
S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to its registration statement on Form S-8 (File No. 333-171298) filed with the Securities and Exchange Commission (the
Commission) on December 21, 2010 (the Prior Registration Statement) with respect to shares of the Registrants common stock, $1.60 par value per share (the Common Stock), thereby registered for offer or
sale pursuant to the Newmont Mining Corporation 2005 Stock Incentive Plan (the 2005 Incentive Plan).
The Registrant has since
adopted a new equity incentive plan, the Newmont Mining Corporation 2013 Stock Incentive Compensation Plan (the 2013 Incentive Plan), which replaced the 2005 Incentive Plan as of April 24, 2013, the date the Registrants
shareholders approved the 2013 Incentive Plan. Beginning April 24, 2013, no future awards are made under the 2005 Incentive Plan. On April 25, 2013, the Registrant filed a Post-Effective Amendment No. 1 to the Prior Registration
Statement to deregister 6,800,000 shares of Common Stock, which were originally registered under the Prior Registration Statement (the Carryover Shares). Contemporaneously with the filing of the Post-Effective Amendment No. 1 to the
Prior Registration Statement, the Registrant filed a Registration Statement on Form S-8 (File No. 333-188128) to register the Carryover Shares, which became available for offer or sale pursuant to the 2013 Incentive Plan. The Registrant hereby
deregisters an additional 1,042,793 shares of Common Stock, which were originally registered under the Prior Registration Statement (the Additional Carryover Shares) and which remain available for offer and sale under the Prior
Registration Statement.
Contemporaneously with the filing of this Post-Effective Amendment No. 2, the Registrant is filing a
Registration Statement on Form S-8 (the Registration Statement) to register additional shares of Common Stock now available for offer or sale pursuant to the 2013 Incentive Plan, including, but not limited to, the Additional Carryover
Shares. Any shares of Common Stock previously registered under the Prior Registration Statement and not utilized as Carryover Shares or Additional Carryover Shares will remain registered under the Prior Registration Statement.
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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-8 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on the 16th
day of November, 2016.
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NEWMONT MINING CORPORATION
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By:
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/s/ Stephen P. Gottesfeld
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Name:
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Stephen P. Gottesfeld
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Title:
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Executive Vice President and General Counsel
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment
No. 2 has been signed by the following persons in the capacities and on the dates indicated:
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Signature
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Title of Capacities
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Date
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*
Gary J.
Goldberg
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President, Chief Executive Officer and Director (Principal Executive Officer)
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November 16, 2016
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/s/ Nancy K. Buese
Nancy K. Buese
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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November 16, 2016
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/s/ John W. Kitlen
John W. Kitlen
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Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
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November 16, 2016
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*
Noreen
Doyle
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Non-Executive Chair of the Board and Director
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November 16, 2016
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Gregory
H. Boyce
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Director
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November 16, 2016
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*
Bruce R.
Brook
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Director
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November 16, 2016
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J. Kofi
Bucknor
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Director
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November 16, 2016
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Vincent A.
Calarco
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Director
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November 16, 2016
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*
Joseph A.
Carrabba
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Director
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November 16, 2016
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3
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*
Veronica M.
Hagen
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Director
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November 16, 2016
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Jane
Nelson
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Director
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November 16, 2016
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Julio
M. Quintana
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Director
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November 16, 2016
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* By:
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/s/ Stephen P. Gottesfeld
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November 16, 2016
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Name: Stephen P. Gottesfeld, as Attorney-in-Fact
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4
EXHIBIT INDEX
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Exhibit
Number
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Description of Document
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24.1
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Power of Attorney of certain officers and directors (incorporated by reference to Exhibit 24 of the Registrants Post-Effective Amendment No. 1 to Form S-8 Registration Statement (File No. 333-171298), filed with the Commission
on April 25, 2013).
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5
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