Amended Registration Statement for Securities of Certain Canadian Issuers Under the Securities Act of 1933 (f-10/a)
May 24 2017 - 5:29PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 24, 2017
Registration No. 333-217392
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.
1 TO
FORM F-10
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Goldcorp Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Ontario
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1041
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Not Applicable
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(Province or other jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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Suite 3400 666 Burrard St.
Vancouver, British Columbia
V6C 2X8 Canada
(604)
696-3000
(Address and telephone number of Registrants principal executive offices)
C T Corporation System
111 Eighth Avenue
New
York, New York 10011
(212) 590-9070
(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent for Service in the United States)
Copies to:
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Charlene Ripley
Randall Chatwin
Goldcorp
Inc.
Suite 3400, Park Place
666 Burrard Street
Vancouver, British Columbia
V6C 2X8 Canada
(604)
696-3000
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David S. Stone
John J. Koenigsknecht
Neal, Gerber & Eisenberg LLP
Two North LaSalle Street
Suite 1700
Chicago,
Illinois 60602
(312) 269-8000
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Paul Stein
Cassels Brock & Blackwell LLP
2100 Scotia Plaza
40 King
Street West
Toronto, Ontario
M5H 3C2 Canada
(416)
869-5300
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Approximate date of commencement of proposed sale of the securities to the public:
as soon as
practicable after this registration statement becomes effective.
Province of British Columbia, Canada
(Principal Jurisdiction Regulating this Form F-10 Offering)
It is proposed that this filing shall become effective (check appropriate box):
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A.
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☒
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Upon filing with the Commission pursuant to Rule 467(a) (if in connection with an offering being made
contemporaneously in the United States and Canada).
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B.
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☐
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At some future date (check the appropriate box below).
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1.
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☐
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Pursuant to Rule 467(b) on __________ (date) at _________ (time) (designate a time not sooner than seven calendar days
after filing).
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2.
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☐
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Pursuant to Rule 467(b) on __________ (date) at _________ (time) (designate a time seven calendar days or sooner after
filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on __________ (date).
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3.
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☐
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Pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the registrant or the Canadian
securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
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4.
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☐
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After the filing of the next amendment to this form (if preliminary material is being filed).
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If any of the securities being registered on this Form F-10 are to be offered on a delayed or continuous basis
pursuant to the home jurisdictions shelf prospectus offering procedures, check the following box. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Shares
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11,514,330(1)(2)
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$174,154,246.7(2)
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$20,184.48(3)
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(1)
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The maximum aggregate number of common shares of Goldcorp (Goldcorp Shares) estimated to be
issuable upon consummation of the exchange offer (as defined below) for all of the issued and outstanding common shares (the Common Shares) of Exeter Resource Corporation (Exeter), assuming the exercise of all of the
convertible securities of Exeter and excluding any Common Shares owned directly or indirectly by Goldcorp and its affiliates, is 11,514,330, calculated by multiplying (i) the number of Common Shares of Exeter outstanding on a fully diluted
basis (assuming the exercise of all convertible securities of Exeter as of March 24, 2017), by (ii) 0.12, the number of Goldcorp Shares to be exchanged for each Common Share pursuant to the transactions described herein.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with General Instruction
II.H to Form F-10. The proposed maximum aggregate offering price is equal to the product of (i) US$1.82, the average of the high and low sale prices of the Common Shares as reported on the NYSE MKT on April 12, 2017, and
(ii) 95,952,753, which is the estimated number of outstanding Common Share (assuming full conversion of all outstanding convertible securities for Common Shares) that may be received by Goldcorp or cancelled in the transaction described herein.
If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this Registration Statement changes, the provisions of Rule 416 under the Securities Act of 1933 shall apply to
this registration statement.
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PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Item 1.
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Home Jurisdiction Document
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This Amendment No. 1
(Amendment No. 1) amends and supplements the registration statement on Form F-10 filed on April 20, 2017 (as amended, this Registration Statement) is filed by Goldcorp Inc. (Goldcorp or the
Registrant).
This Registration Statement relates to the offer to purchase (the Offer) by
Goldcorp for all of the issued and outstanding common shares (the Common Shares) of Exeter Resource Corporation (Exeter), a company existing under the laws of the Province of British Columbia, other than any Common Shares
held directly or indirectly by Goldcorp and its affiliates, including any Common Shares that may become issued and outstanding upon the exercise, exchange or conversion of any options or any other rights to acquire Common Shares after the date
hereof but prior to the expiry time of the Offer, for consideration per Common Share of 0.12 of a common share of Goldcorp.
The Offer is subject to the terms and conditions set forth in Goldcorps Offer to Purchase and Circular dated
April 20, 2017 (as subsequently amended, the Offer to Purchase and Circular) and accompanying Letter of Transmittal and Notice of Guaranteed Delivery, copies of which are attached hereto as Exhibits 1.1, 1.2 and 1.3, respectively.
The information set forth in the Offer to Purchase and Circular, the Letter of Transmittal and the Notice of Guaranteed
Delivery, including all schedules, exhibits and annexes thereto, is expressly incorporated herein by reference in response to all items of information required to be included in, or covered by, a registration statement on Form F-10, and is
supplemented by the information specifically provided herein.
Except as specifically provided herein, this Amendment
No. 1 does not modify any of the information previously reported in the Registration Statement
Item 2.
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Additional Information
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See the financial statements included or
incorporated by reference in the Offer to Purchase and Circular and the summary financial information attached as Exhibit 4.8 hereto.
Item 3.
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Informational Legends
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See the outside front cover page and the
introduction of the Offer to Purchase and Circular.
Item 4.
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Incorporation of Certain Information by Reference
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See Circular
Certain Information Concerning the Offeror and the Goldcorp Shares Documents of Goldcorp Incorporated by Reference in the Offer to Purchase and Circular.
Item 5.
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List of Documents filed with the Commission
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The following documents
have been filed with the U.S. Securities and Exchange Commission (the Commission) as part of the Registration Statement: (i) the Offer to Purchase and Circular, Letter of Transmittal and Notice of Guaranteed Delivery; (ii) a
press release related to the Offer; (iii) an early warning report filed under National Instrument 62-103the Early Warning System and Related Take-Over Bid and Insider Reporting Issues related to the Offer; (iv) the Unaudited
Condensed Interim Consolidated Financial Statements for the three months ended March 31, 2017 and noted related thereto; (v) the Managements Discussion and Analysis for the three months ended March 31, 2017; (vi) the
documents listed in the Offer to Purchase and Circular as incorporated by reference herein; and (vii) consents of auditors, counsel and qualified persons.
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PART II
INFORMATION NOT REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS
Indemnification of Officers and Directors
Under the
Business Corporations Act
(Ontario), the Registrant may indemnify a director or officer of the Registrant, a
former director or officer of the Registrant or another individual who acts or acted at the Registrants request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding, in which the individual is involved because of
that association with the Registrant or other entity and provided that the individual acted honestly and in good faith with a view to the best interests of the Registrant or, as the case may be, to the best interests of the other entity for which
the individual acted as a director or officer or in a similar capacity at the Registrants request and, if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable
grounds for believing that the individuals conduct was lawful. An individual is entitled to indemnification from the Registrant as in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the
defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individuals association with the Registrant or other entity as set out above if the individual was not judged
by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and fulfilled the conditions set forth above.
In accordance with the
Business Corporations Act
(Ontario), the by-laws of the Registrant indemnify a director or
officer, a former director or officer, or another individual who acts or acted at the Registrants request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that
association with the Registrant or other entity if: the individual acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted
as a director or officer or in a similar capacity at the Registrants request; in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the
individuals conduct was lawful; and a court or other competent authority has not judged that the individual has committed any fault or omitted to do anything that the individual ought to have done.
A policy of directors and officers liability insurance is maintained by the Registrant which insures directors and
officers for losses as a result of claims against the directors and officers of the Registrant in their capacity as directors and officers and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the by-laws
and the
Business Corporations Act
(Ontario).
Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy in the
United States as expressed in the Securities Act of 1933 and is therefore unenforceable.
Exhibits to Form F-10
The exhibits to this Registration Statement are listed in the exhibit index, which appears elsewhere herein and is expressly
incorporated by reference herein.
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PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The Registrant undertakes to make available, in person or
by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to this Form F-10 or to
transactions in said securities.
Item 2.
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Consent to Service of Process
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Concurrently with the filing of the
initial Registration Statement, the Registrant filed with the Commission a written irrevocable consent and power of attorney on Form F-X.
Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission
by amendment to the applicable Form F-X referencing the file number of the Registration Statement.
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FORM F-10
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form F-10 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
this 24
th
day of May, 2017.
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GOLDCORP INC.
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By:
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/s/ David Garofalo
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Name: David Garofalo
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Title: President and Chief Executive Officer
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5
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this registration statement 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
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Date
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David A. Garofalo
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President, Chief Executive Officer
(Principal Executive Officer) and Director
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May 24, 2017
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Russell Ball
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Executive Vice President, Chief Financial
Officer and Corporate Development
(Principal Financial Officer)
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May 24, 2017
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Ian W. Telfer
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Director (Chairman)
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May 24, 2017
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Beverly A. Briscoe
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Director (Vice Chairman)
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May 24, 2017
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Margot Franssen
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Director
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May 24 2017
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Clement A. Pelletier
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Director
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May 24, 2017
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P. Randy Reifel
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Director
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May 24, 2017
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Charlie Sartain
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Director
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May 24, 2017
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Blanca Treviño
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Director
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May 24, 2017
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Kenneth F. Williamson
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Director
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May 24, 2017
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*By:
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/s/ Anna M. Tudela
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Anna M. Tudela
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Attorney-in-Fact
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6
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration
statement, solely in the capacity of the duly authorized representative of the Registrant in the United States on May 24, 2017.
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GOLDCORP USA, INC.
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By:
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/s/ Anna M. Tudela
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Name: Anna M. Tudela
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Title: Secretary
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7
INDEX TO EXHIBITS
Exhibits to Form F-10
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Exhibit No.
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1.1**
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Offer to Purchase and Circular dated April 20, 2017
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1.2**
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Form of Letter of Transmittal
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1.3**
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Form of Notice of Guaranteed Delivery
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1.4**
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Press Release dated April 20, 2017
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2.1**
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Confidentiality Agreement, dated March 16, 2017, by and between Goldcorp and Exeter
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4.1***
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Annual Information Form of Goldcorp for the year ended December 31, 2016 (incorporated by reference to Exhibit 99.1 to Goldcorps Form 40-F (Commission File No. 001-12970) filed with the Commission on
March 16, 2017 (the Form 40-F))
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4.2***
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Managements Discussion and Analysis of Financial Condition and Results of Operation for the year ended December 31, 2016 (incorporated by reference to Exhibit 99.2 to the Form 40-F )
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4.3***
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Audited Consolidated Financial Statements of Goldcorp for the years ended December 31, 2016 and 2015 and notes and the auditors report in respect thereof (incorporated by reference to Exhibits 99.3 to the
Form 40-F)
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4.4***
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The notice of annual and special meeting of shareholders and management information circular dated March 13, 2017 in respect of the annual and special meeting of shareholders to be held on April 26, 2017 (incorporated by
reference to Exhibits 99.1 and 99.2 to Goldcorps
Form 6-K
(Commission File No. 001-12970), furnished to the Commission on March 24, 2017)
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4.5**
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Amended and Restated Support Agreement, dated April 19, 2017, by and between Goldcorp and Exeter
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4.6**
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Form of Lock Up Agreement entered into between Goldcorp and each director and officer of Exeter on March 28, 2017
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4.7***
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The Unaudited Condensed Interim Consolidated Financial Statements for the three months ended March 31, 2017 and noted related thereto and the Managements Discussion and Analysis for the three months ended March 31, 2017
(incorporated by reference to Exhibits 99.1 and 99.2 to Goldcorps Form 6-K (Commission File
No. 001-12970),
furnished to the Commission on April 27, 2017)
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4.8*
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Summary Financial Information
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5.1*
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Consent of Deloitte LLP, Independent Registered Public Accounting Firm
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5.2**
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Consent of Gil Lawson
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5.3**
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Consent of Stephane Blais
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5.4**
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Consent of Christopher Osiowy
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5.5**
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Consent of Nuri Hmidi
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5.6**
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Consent of Christine Beausoleil
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5.7**
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Consent of Denis Fleury
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5.8**
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Consent of Andy Fortin
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5.9**
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Consent of Luc Joncas
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5.10**
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Consent of Dan Redmond
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5.11**
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Consent of Dr. Sally Goodman
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5.12**
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Consent of Dr. Guillermo Pareja
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5.13**
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Consent of Andrew de Ruijter
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5.14**
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Consent of Andrew Tripp
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5.15**
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Consent of Kevin Murray
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5.16**
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Consent of Luke Evans
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5.17**
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Consent of Hugo Miranda
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5.18**
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Consent of Kathleen Ann Altman
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5.19**
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Consent of Brad Armstrong
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5.20**
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Consent of Cassels Brock & Blackwell LLP
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5.21**
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Consent of Thornsteinssons
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5.22**
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Consent of Cariola Díez Pérez-Cotapos
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6.1**
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Powers of Attorney (included on the signature pages of this Registration Statement on
Form F-10)
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Previously filed with the Registrants Form F-10 (No. 333-217392) as filed with the Commission on
April 20, 2017.
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***
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Incorporated by reference.
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