SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KINROSS GOLD CORPORATION
(Exact name of Registrant as specified in its charter)
PROVINCE OF ONTARIO, CANADA 98-016223
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
52ND FLOOR, SCOTIA PLAZA
40 KING STREET WEST
TORONTO, ONTARIO, CANADA M5H 3Y2
(Address of Principal Executive Offices,
including Zip Code)
ECHO BAY MINES LTD. SHARE INCENTIVE PLAN
ECHO BAY MINES LTD. DIRECTOR EQUITY PLAN
TVX GOLD INC. STOCK OPTION PLAN
(Full Title of the Plan)
NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE:
SCOTT W. LOVELESS, Esq.
Parr Waddoups Brown Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, Utah 84111-1537
Telephone: (801) 532-7840
Telecopy: (801) 532-7750
e-mail: swl@pwlaw.com
COPY TO:
Shelley M. Riley
Kinross Gold Corporation
52nd Floor, Scotia Plaza
40 King Street West
Toronto, Ontario M5H 3Y2 Canada
Telephone: (416) 365-5123
Telecopy: (416) 363-6622
CALCULATION OF REGISTRATION FEE
========================================= ================== =================== ====================== ===================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE(2)
----------------------------------------- ------------------ ------------------- ---------------------- -------------------
ECHO BAY MINES LTD. SHARE INCENTIVE PLAN
| | Common Stock, no par value 582,428 shares $26.55 $15,461,747
----------------------------------------- ------------------ ------------------- ---------------------- -------------------
ECHO BAY MINES LTD. DIRECTOR EQUITY PLAN 39,409 shares $66.00 $ 2,600,921
| | Common Stock, no par value
----------------------------------------- ------------------ ------------------- ---------------------- -------------------
TVX GOLD INC. STOCK OPTION PLAN
| | Common Stock, no par value 439,818 shares $4.90 $ 2,155,592
----------------------------------------- ------------------ ------------------- ---------------------- -------------------
TOTAL 1,061,655 shares N/A $20,218,260 $1,636
========================================= ================== =================== ====================== ===================
-------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers such
additional securities as may become issuable to prevent dilution resulting from stock splits, stock dividends and
similar transactions.
(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, this amount is calculated based upon the price
at which the options outstanding under each of the above plans may be exercised.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Item 1 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 adopted under the Securities Act of 1933, as amended, and the Note to Part I
of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 adopted under the Securities Act of 1933, as amended, and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Kinross Gold Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 40-F for the fiscal
year ended December 31, 2002 dated May 20, 2003, as amended on Form 40-F/A dated
May 30, 2003, which contains, among other things, the consolidated balance
sheets of the Registrant as of December 31, 2002 and 2001, and the consolidated
statements of operations, common shareholders' equity and cash flows for each of
the years in the three year period ended December 31, 2002.
(2) The Registrant's Report on Form 6-K dated January 22, 2003.
(3) The Registrant's Report on Form 6-K dated January 29, 2003.
(4) The Registrant's Report on Form 6-K dated February 5, 2003.
(5) The Registrant's Report on Form 6-K dated February 6, 2003.
(6) The Registrant's Report on Form 6-K dated February 19, 2003.
(7) The Registrant's Report on Form 6-K dated February 20, 2003.
(8) The Registrant's Report on Form 6-K dated February 21, 2003.
(9) The Registrant's Report on Form 6-K dated March 10, 2003.
(10) The Registrant's Report on Form 6-K dated April 8, 2003.
(11) The Registrant's Report on Form 6-K dated April 25, 2003.
(12) The Registrant's Report on Form 6-K dated May 13, 2003.
(13) The Registrant's Report on Form 6-K dated May 29, 2003.
(14) The Registrant's Report on Form 6-K dated August 8, 2003.
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(15) The Registrant's Report on Form 6-K dated August 12, 2003.
(16) The Registrant's Report on Form 6-K dated August 20, 2003.
(17) The Registrant's Report on Form 6-K dated September 5, 2003.
(18) The Registrant's Report on Form 6-K dated September 15, 2003.
(19) The Registrant's Report on Form 6-K dated October 9, 2003.
(20) The Registrant's Report on Form 6-K dated October 21, 2003.
(21) The description of the Registrant's Common Stock, no par
value, contained in the Registrant's Registration Statement on Form 8-A12B,
filed on January 29, 2003, under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed under the Exchange
Act for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 136 of the Business Corporation Act (Ontario) (the "Act")
provides that a corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or a person who
acts or acted at the corporation's request as a director or officer of a body
corporate of which the corporation is or was a shareholder or creditor, and his
or her heirs and legal representatives (collectively, the "Indemnified Party"),
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the Indemnified Party in
respect of any civil, criminal or administrative action or proceeding
(collectively, the "Action") to which he or she is made a party by reason of
being or having been a director or officer of such corporation or body
corporate, if:
(a) he or she acted honestly and in good faith with a view to the
best interests of the corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he or she
had reasonable grounds for believing that his or her conduct
was lawful.
Section 136 of the Act also provides that a corporation may, with the
approval of the court, indemnify an Indemnified Party in respect of an action by
or on behalf of the corporation to procure judgment in its favor (a "Derivative
Action"), to which such person has been made a party by reason of being or
having been a director or an officer of the corporation against all costs,
charges and expenses reasonably incurred by such person in connection with such
Derivative Action if he or she fulfills the conditions set forth in clauses (a)
and (b) of the paragraph above.
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If an Indemnified Party is substantially successful on the merits in
his or her defense of an Action or Derivative Action and fulfills the conditions
set forth previously, the Indemnified Party is entitled to indemnification from
the corporation in respect of all costs, charges and expenses reasonably
incurred by him or her in connection with the defense of such Action or
Derivative Action to which he or she has been made a party by reason of being a
director or officer.
The Bylaws of the Registrant provide that an Indemnified Party shall at
all times be indemnified by the Registrant in every circumstance where the Act
so permits or requires. The Bylaws further provide that, subject to limitations
in the Act regarding indemnities in respect of Derivative Actions, every person
who at any time is or has been a director or officer of the Registrant or
properly incurs or has properly incurred any liability on behalf of the
Registrant or who at any time acts or has acted at the Registrant's request (in
respect of the Registrant or any other person), and his or her heirs and legal
representatives, shall at all times be indemnified by the Registrant against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a fine or judgment, reasonably incurred by him or her in respect of or
in connection with any civil, criminal or administrative action, proceeding or
investigation (apprehended, threatened, pending, under way or contemplated) to
which he or she is or may be made a party or in which he or she is or may become
otherwise involved by reason of being or having been such a director or by
reason of so incurring or having so incurred such liability or by reason of so
acting or having so acted (or by reason of anything alleged to have been done,
omitted or acquiesced in by him or her in any such capacity or otherwise in
respect of any of the foregoing), and all appeals therefrom, if:
(a) he or she acted honestly and in good faith with a view to the
best interest of the Registrant; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he or she
had reasonable grounds for believing his or her conduct was
lawful.
The Bylaws further provide that the above described indemnification
provisions shall not affect any other right to indemnification to which any
person may be or become entitled by contract or otherwise, and no settlement or
plea of guilty in any action or proceeding shall alone constitute evidence that
a person did not meet a condition set out in clause (a) or (b) above or any
corresponding condition in the Act. The Bylaws also provide that the persons
described above shall not be liable for any damage, loss, cost or liability
sustained or incurred by the Registrant, except where so required by the Act, if
such person acted honestly and in good faith with a view to the best interests
of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
See the Exhibit Index on page 7.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby, a post-effective
amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for purposes of determining any liability under
the Securities Act of 1933, 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.
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(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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, 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 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
Securities Act of 1933 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 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 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 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 Toronto, Province of Ontario, Canada, on October 31,
2003.
KINROSS GOLD CORPORATION
By: /s/ Brian W. Penny/
-------------------------------------------
Brian W. Penny, Vice President, Finance and
Chief Financial Officer
By: /s/ Scott W. Loveless/
--------------------------------------------
Scott W. Loveless, Authorized Representative
in the United States
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Brian W.
Penny and Shelley M. Riley, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his
behalf individually and in the capacity stated below and to perform any acts
necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof.
Signature Title
--------- -----
/s/ Robert M. Buchan/ President and Chief Executive Officer
---------------------------------- (Principal executive officer)
Robert M. Buchan
/s/ Brian W. Penny/ Vice President, Finance and Chief Financial Officer
---------------------------------- (Principal financial and accounting officer)
Brian W. Penny
/s/ John A. Brough/ Director
----------------------------------
John A. Brough
/s/ Scott A. Caldwell/ Director
----------------------------------
Scott A. Caldwell
/s/ Arthur H. Ditto/ Director
----------------------------------
Arthur H. Ditto
---------------------------------- Director
John M.H. Huxley
---------------------------------- Director
John A. Keyes
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/s/ George F. Michals/
---------------------------------- Director
George F. Michals
/s/ Cameron A. Mingay/ Director
----------------------------------
Cameron A. Mingay
---------------------------------- Director
John E. Oliver
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KINROSS GOLD CORPORATION
EXHIBIT INDEX
Regulation S-K
Exhibit No. Description
------------------------- -----------
4.1 Articles of Amalgamation dated December 31, 2000
(incorporated by reference to Exhibit No. 3.1 to
Registrant's Form 8-A, dated July 31, 2001)
4.2 Registrant's Bylaws (incorporated by reference to
Exhibit No. 3.2 to Registrant's Form 8-A, dated
July 31, 2001)
5.1 Opinion of Cassels Brock & Blackwell LLP, as to
the legality of the securities offered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PriceWaterhouseCoopers, LLP
23.3 Consent of Ernst & Young, LLP
23.4 Consent of Cassels Brock & Blackwell LLP (included
in Exhibit No. 5.1)
23.5 Consent of Steffen Robertson and Kirsten (Canada)
Inc. regarding Crixas Mine, Brazil
23.6 Consent of Victor J. Miller, P.E. regarding Fort
Knox Mine, Alaska
23.7 Consent of Dean T. Wilton P.G. regarding Fort Knox
Mine, Alaska
23.8 Consent of Robert Falletta regarding the Kubaka
Mine, Russia
23.9 Consent of AMEC E&C Services Limited regarding La
Coipa Mine, Chile
23.10 Consent of Steffen Robertson and Kirsten (Canada)
Inc. regarding Morro do Ouro, Brazil
23.11 Consent of Maryse Belanger regarding Musselwhite
Mine Operations
23.12 Consent of Steffen Robertson and Kirsten (Canada)
Inc. regarding Porcupine Joint Venture
23.13 Consent of Frank K. Fenne, P.G. regarding Round
Mountain Mine, Nevada
23.14 Consent of Daniel B. Moore regarding Round
Mountain Mine, Nevada
24.1 Powers of Attorney (included on page 6)
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