UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TAHOE RESOURCES INC.
(Exact name of registrant as specified in its charter)
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British Columbia
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27-1840120
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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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5310 Kietzke Lane, Suite 200
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89511
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Reno, Nevada
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(Zip Code)
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(Address of Principal Executive Offices)
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Amended and Restated Share Option and Incentive Share
Plan
Performance Share Plan
(Full title of
the plans)
Tahoe Resources USA Inc.
5310 Kietzke Lane, Suite
200
Reno, Nevada 89511
(Name and address of
agent for service)
Tel: (775) 448-5800
(Telephone number,
including area code, of agent for service)
with copies to:
David S. Stone, Esq.
Neal, Gerber & Eisenberg
LLP
Two North LaSalle Street, Suite 1700
Chicago, Illinois
60602
(312) 269-8000
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 [X]
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Accelerated
filer
[ ]
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Non-accelerated filer [ ] (Do not
check if smaller reporting company)
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Smaller reporting company [ ]
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Emerging growth company [ ]
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities Act.[ ]
CALCULATION OF REGISTRATION FEE
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Proposed maximum
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Proposed maximum
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Title of securities
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Amount to be
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offering price per
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aggregate offering
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Amount of
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to be registered
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registered(1)
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share(2)
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price(3)
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registration fee
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Common shares
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10,226,100
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$5.00
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$51,130,500
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$6,365.75
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(1) Pursuant to Rule 416 of the
Securities Act of 1933, also covers such additional number of shares as may be
required in the event of a stock dividend, stock split, recapitalization or
other similar event.
(2) Estimated solely for the
purpose of calculating the registration fee in accordance with Rules 457(c) and
(h) of the Securities Act of 1933 (“Securities Act”) and based on the average of
the high and low prices of a share of the Registrant’s Common Shares as reported
on the New York Stock Exchange on May 1, 2018.
(3) The proposed maximum
aggregate offering price is based on the proposed maximum offering price per
share times the total number of shares to be registered. These amounts are
calculated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration
Statement”) is filed to register an additional 10,226,100 Common Shares of Tahoe
Resources Inc. (the “Registrant” or “Company”) under the Amended and Restated
Share Option and Incentive Share Plan (the “Incentive Plan”), which are the same
class as those Common Shares registered under the Registrant’s Registration
Statements on Form S-8 filed with the Securities and Exchange Commission (the
“Commission”) on June 7, 2012 (File No. 333-181981), as amended, which is hereby
incorporated by reference. In addition, the Registrant has included a new
Performance Share Award Plan (the “Performance Plan”) in this Registration
Statement which utilizes the same shares registered for the Incentive Plan
discussed above.
PART I
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
The information specified in Item 1 and Item 2 of Part I of
Form S-8 is omitted from this Registration Statement in accordance with the
provisions of Rule 428 under the Securities Act of 1933, as amended (the
“Securities Act”), and the introductory note to Part I of Form S-8. The
documents containing the information specified in Part I of Form S-8 will be
delivered to the participants in the plans covered by this Registration
Statement as specified by Rule 428(b)(1) under the Securities Act. These
documents, and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Commission are hereby incorporated by reference into this Registration
Statement:
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(a)
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the Registrant’s Annual Report on Form 40-F for the
fiscal year ended December 31, 2017 filed with the Commission on February
23, 2018;
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(b)
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the Registrant’s report on Form 6-K filed with the
Commission on February 23, 2018 to file a Material Change
Report;
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(c)
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the Registrant’s report on Form 6-K filed with the
Commission on May 2, 2018 to file the Company’s Condensed Interim
Consolidated Financial Statements for the Three Months Ended March 31,
2018 and 2017 and Management’s Discussion and Analysis for the Three
Months Ended March 31, 2018 and 2017; and
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(d)
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the description of the Registrant’s common shares
contained in the section entitled "Description of Capital Structure"
starting on page 21 of the Registrant's Registration Statement on Form F-3
filed with the Commission on August 11, 2016 (File No.
333-213086), including any amendment or report filed for the purpose of updating
such description.
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All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part of this Registration
Statement from the date of the filing of such reports and documents, provided
that reports on Form 6-K shall be so deemed incorporated by reference only if
and to the extent indicated in such reports.
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.
Not applicable.
Item 5. Interest
of Named Experts and Counsel.
No expert or counsel named in this Registration Statement as
having prepared or certified any part of this Registration Statement or having
given an opinion upon the validity of the securities being registered or upon
other legal matters in connection with the registration or offering of such
securities was employed on a contingency basis, or had, or is to receive, in
connection with the offering, a substantial interest, direct or indirect, in the
Registrant, nor was any such person connected with us as a promoter, managing or
principal underwriter, voting trustee, director, officer, or employee.
Item 6.
Indemnification of Directors and Officers.
The Company's officers and directors are indemnified as
provided by the Business Corporations Act (British Columbia) (the "BCBCA") and
our Articles.
Business Corporations Act (British Columbia)
Division 5 of Part 5 of the Business Corporations Act (British
Columbia) provides that a corporation may (a) indemnify an eligible party
against all eligible penalties to which the eligible party is or may be liable
and (b) after the final disposition of an eligible proceeding, pay the expenses
(not including judgments, penalties, fines or amounts paid in settlement of a
proceeding) actually and reasonably incurred by an eligible party in respect of
that proceeding.
An “eligible party” means an individual who (a) is or was a
director or officer of the corporation, (b) is or was a director or officer of
another corporation (i) at a time when the other corporation is or was an
affiliate of the corporation, or (ii) at the request of the corporation, or (c)
at the request of the corporation, is or was, or holds or held a
position equivalent to that of, a director or officer of a partnership, trust,
joint venture or other unincorporated entity.
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A director is not liable under the BCBCA if the director
relies, in good faith, on (a) financial statements of the company represented to
the director by an officer of the company or in a written report of the auditor
of the company to fairly reflect the financial position of the company, (b) a
written report of a lawyer, accountant, engineer, appraiser or other person
whose profession lends credibility to a statement made by that person, (c) a
statement of fact represented to the director by an officer of the company to be
correct, or (d) any record, information or representation that the court
considers provides reasonable grounds for the actions of the director, whether
or not (i) the record was forged, fraudulently made or inaccurate, or (ii) the
information or representation was fraudulently made or inaccurate. A director is
similarly not liable under the BCBCA if the director did not know and could not
reasonably have known that the act done by the director or authorized by the
resolution voted for or consented to by the director was contrary to the BCBCA.
An “eligible proceeding” means a proceeding in which an
eligible party or any of the heirs and personal or other legal representatives
of the eligible party, by reason of the eligible party being or having been a
director or officer of, or holding or having held a position equivalent to that
of a director or officer of, the corporation or an associated corporation (a) is
or may be joined as a party, or (b) is or may be liable for or in respect of a
judgment, penalty or fine in, or expenses related to, the proceeding.
A corporation must, after the final disposition of an eligible
proceeding, pay the expenses actually and reasonably incurred by the eligible
party in respect of that proceeding if the eligible party (a) has not been
reimbursed for those expenses, and (b) is wholly successful, on the merits or
otherwise, in the outcome of the proceeding or is substantially successful on
the merits in the outcome of the proceeding.
A corporation may pay, as they are incurred in advance of the
final disposition of an eligible proceeding, the expenses actually and
reasonably incurred by an eligible party in respect of that proceeding, provided
the corporation first receives from the eligible party a written undertaking
that, if it is ultimately determined that the payment of expenses is prohibited,
the eligible party will repay the amounts advanced.
Notwithstanding any of the foregoing, a corporation must not
indemnify an eligible party or pay the expenses of an eligible party if any of
the following circumstances apply:
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if the indemnity or payment is made under an earlier agreement to indemnify
or pay expenses and, at the time that the agreement to indemnify or pay
expenses was made, the corporation was prohibited from giving the indemnity or
paying the expenses by its memorandum or articles;
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if the indemnity or payment is made otherwise than under an earlier
agreement to indemnify or pay expenses and, at the time that the indemnity or
payment is made, the corporation is prohibited from giving the indemnity or
paying the expenses by its memorandum or articles;
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if, in relation to the subject matter of the eligible proceeding, the
eligible party did not act honestly and in good faith with a view to the best
interests of the corporation or the associated corporation, as the case may
be; or
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in the case of an eligible proceeding other than a civil proceeding, if the
eligible party did not have reasonable grounds for believing that the eligible
party's conduct in respect of which the proceeding was brought was lawful.
If an eligible proceeding is brought against an eligible party
by or on behalf of the corporation or by or on behalf of an associated
corporation, the corporation must not (a) indemnify the eligible party in
respect of the proceeding or (b) pay the expenses of the eligible party in
respect of the proceeding. The Supreme Court of British Columbia may on the
application of a corporation or individual seeking indemnification, order
indemnification of any liability or expense incurred by such individual.
A corporation may purchase and maintain insurance for the
benefit of an eligible party or the heirs and personal or other legal
representatives of the eligible party against any liability that may be incurred
by reason of the eligible party being or having been a director or officer of,
or holding or having held a position equivalent to that of a director or officer
of, the corporation or an associated corporation.
Articles
Under the Registrant's Articles, and subject to the BCBCA, the
Registrant must indemnify each eligible party and the heirs and legal personal
representatives of each eligible party against all eligible penalties to which
such person is or may be liable, and the Registrant must, after the final
disposition of an eligible proceeding, pay the expenses actually and reasonably
incurred by such person in respect of that proceeding. Each eligible party is
deemed to have contracted with the Registrant on the terms of the indemnity
contained in Section 21.2 of our Articles.
In addition, the Company may advance expenses to an eligible
party to the extent permitted by and in accordance with the BCBCA. Furthermore,
under the Registrant's Articles, the Registrant may purchase and maintain
insurance for the benefit of any eligible party (or the heirs or legal personal
representatives of any eligible party) against any liability incurred by any
eligible party.
Registrant currently has a $60 million director and officer
insurance program in place. In addition, the Registrant has entered into
indemnification agreements with its directors and officers. The indemnification
agreements generally require that the Registrant indemnify and hold the
indemnitees harmless to the greatest extent permitted by applicable law for
liabilities arising out of the indemnitees' service to the Registrant as
directors and officers, if the indemnitees acted honestly and in good faith with
a view to the best interests of the Registrant and, with respect to criminal and
administrative actions or proceedings, if the indemnitee had reasonable grounds
for believing that his or her conduct was lawful. The indemnification agreements
also provide that the Registrant advance defense expenses to the indemnitees.
Insofar as indemnification for liabilities arising under the Securities Act
might be permitted to directors, officers or persons controlling the Registrant
under the provisions described above, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
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Item 7. Exemption
From Registration Claimed.
Not Applicable
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of
this Registration Statement, which Exhibits are incorporated herein.
* Filed herewith.
(1) Included in Exhibit 5.1
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
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1.
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to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of
the Securities Act;
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(ii)
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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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the
maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective Registration Statement;
and
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(iii)
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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;
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provided however
, that paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
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2.
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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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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3.
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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.
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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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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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 a 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, Canada on the 3
rd
day of May,
2018.
Tahoe Resources Inc.
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By:
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/s/ Ronald W. Clayton
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Ronald W. Clayton
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President, Chief Executive
Officer and Director
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, each of
Ronald Clayton and Edie Hofmeister, with full power to act alone, as his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, in any and all capacities, to sign any or 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 Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Ronald W.
Clayton
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President, Chief Executive Officer and
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May 3, 2018
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Ronald W. Clayton
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Director
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/s/ Elizabeth
McGregor
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Vice President and Chief Financial Officer
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May 3, 2018
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Elizabeth McGregor
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/s/ C. Kevin
McArthur
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Director and Executive Chair
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May 3, 2018
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C. Kevin McArthur
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/s/ A. Dan Rovig
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Lead Director
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May 3, 2018
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A. Dan Rovig
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/s/ Tanya M.
Jakusconek
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Director
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May 3, 2018
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Tanya M. Jakusconek
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/s/ Charles A.
Jeannes
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Director
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May 3, 2018
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Charles A. Jeannes
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/s/ Drago G. Kisic
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Director
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May 3, 2018
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Drago G. Kisic
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/s/ Alan C. Moon
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Director
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May 3, 2018
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Alan C. Moon
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/s/ Paul B.
Sweeney
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Director
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May 3, 2018
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Paul B. Sweeney
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/s/ James S.
Voorhees
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Director
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May 3, 2018
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James S. Voorhees
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/s/ Kenneth F.
Williamson
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Director
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May 3, 2018
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Kenneth F. Williamson
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