-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S/Ypl4KtoUcaR2PEAaZCB15zg/pHoxFTPjnwWIGUKi+Fe+o7xOSse9zKK52zaPpH b6O77ySDPCav/EIhfQsGtg== 0000893877-97-000490.txt : 19970822 0000893877-97-000490.hdr.sgml : 19970822 ACCESSION NUMBER: 0000893877-97-000490 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970820 EFFECTIVENESS DATE: 19970820 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MINERA ANDES INC /WA CENTRAL INDEX KEY: 0001030219 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-34023 FILM NUMBER: 97667134 BUSINESS ADDRESS: STREET 1: 3303 N SULLIVAN RD CITY: SPOKANE STATE: WA ZIP: 99216 BUSINESS PHONE: 5099217322 MAIL ADDRESS: STREET 1: 3303 NORTH SULLIVAN RD CITY: SPOKANE STATE: WA ZIP: 99216 S-8 1 FORM S-8 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ MINERA ANDES INC. (Exact Name of registrant as specified in its charter) Alberta, Canada None (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3303 North Sullivan Road Spokane, Washington 99216 (Address of Principal Executive Offices) (Zip Code) ------------------- MINERA ANDES INC. AMENDED STOCK OPTION PLAN (Full title of plan) ------------------ Allen V. Ambrose President MINERA ANDES INC. 3303 North Sullivan Road Spokane, Washington 99216 (Name and address of agent for service) ------------------ (509) 921-7322 (Telephone number, including area code, of agent for service) ------------------ With copy to: Ronald J. Lone, Esq. Stoel Rives LLP One Union Square, 36th Floor 600 University Street Seattle, Washington 98101-3197 ------------------
Calculation of Registration Fee ================================================================================================================= Amount Proposed Maximum Proposed Maximum Amount of Title of Securities to be Offering Price Aggregate Registration to be Registered Registered Per Share(1)(2) Offering Price(1)(2) Fee - ----------------------------------------------------------------------------------------------------------------- Common Stock, no par value 2,000,000 shares $1.58 $3,160,000 $957.58 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and based on the last sale price of the Common Stock of Minera Andes Inc. as reported on August 18, 1997, on The Alberta Stock Exchange, which was Cdn $2.20. (2) The currency exchange rate applied in calculating Proposed Maximum Offering Price Per Share and Proposed Maximum Aggregate Offering Price was the late New York trading rate of exchange, as reported by the Wall Street Journal for August 18, 1997, and was U.S. $1.00 = Cdn $1.39 or Cdn $1.00 = U.S. $0.72
INTRODUCTION This Registration Statement on Form S-8 is filed by Minera Andes Inc. (the "Corporation") relating to 2,000,000 shares of the Corporation's common stock, no par value (the "Common Stock"), issuable upon exercise of stock purchase rights granted or to be granted pursuant to the Corporation's Stock Option Plan (the "Plan"). PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ---------------------------------------------------- Item 1. Plan Information. * Item 2. Registrant Information and Employee Plan Annual Information. * * Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 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, which previously have been filed by the Corporation with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference and made a part hereof: (i) The Corporation's Registration Statement on Form 10-SB (Registration No.000-22731) containing audited financial statements for the year ended December 31, 1996, including any amendment thereto. All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement in such document. Any 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. Interests of Named Experts and Counsel. Not applicable. 2 Item 6. Indemnification of Directors and Officers. The Bylaws of the Corporation provide that no director or officer shall be personally liable for acts or omissions in the exercise of the powers and discharge of the duties of his or her office, excluding liability arising from such director's or officer's wilful neglect. In addition, the Bylaws provide that the Corporation shall indemnify a director or officer, former director or officer, and persons acting as director or officer of another corporation in which the Corporation is a shareholder at the request of the Corporation, against all monetary liabilities arising with respect to any action or proceeding to which such director or officer is a party, provided that the director or officer acted honestly and in good faith with a view to the best interests of the Corporation, and in the event of a criminal proceeding, that the director or officer had reasonable grounds for believing that his or her conduct was lawful. The Bylaws also provide that the Corporation may purchase and maintain insurance for the benefit of officers or directors against liabilities arising as a result of the Corporation's indemnification obligations. The limits on director and officer liability, the indemnification of directors and officers, and the purchase of insurance against indemnification liabilities provided for in the Bylaws of the Corporation are all subject to restrictions under the Alberta Business Corporations Act, as amended. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 4.1 Restated Articles of Incorporation of the Corporation (incorporated by reference to Exhibit 3.1 of the Corporation's Registration Statement on Form 10-SB (Registration No. 000-22731), filed on June 20, 1997, including any amendment filed for the purpose of updating such Registration Statement). 4.2 Restated Bylaws of the Corporation (incorporated by reference to Exhibit 3.2 of the Corporation's Registration Statement on Form 10-SB (Registration No. 000-22731), filed on June 20, 1997, including any amendment filed for the purpose of updating such Registration Statement). 4.3 Minera Andes Inc. Amended Stock Option Plan (incorporated by reference to Exhibit 10.21 of the Corporation's Registration Statement on Form 10-SB (Registration No. 000-22731), filed on June 20, 1997, including any amendment filed for the purpose of updating such Registration Statement). 5 Opinion of Ogilvie and Company 23.1 Consent of MacKay & Partners 23.2 Consent of Ogilvie and Company (included in Exhibit 5) Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; 3 (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) To include any additional material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to information contained herein; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is incorporated by reference from periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each 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. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that 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 Securities Exchange Act of 1934 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 Securities and Exchange 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. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Spokane, State of Washington, on August 19, 1997. MINERA ANDES INC. By: /s/ Allen V. Ambrose ------------------------------------- Allen V. Ambrose President Each of the undersigned directors of MINERA ANDES INC. hereby constitutes and appoints Allen Ambrose, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or advisable to enable Minera Andes Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Minera Andes Inc., issuable pursuant to the Minera Andes Inc. Stock Option Plan, granting unto said attorneys-in-fact and agents and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registration Statement has been signed by the following persons in the capacities indicated below on the 19th day of August, 1997: Signature and Title - ------------------- /s/ Allen V. Ambrose /s/ Armand Hansen - ---------------------------------- ------------------------------------ Allen V. Ambrose Armand Hansen, Director President and Director /s/ John Johnson Crabb /s/ A.D. Drummond - ---------------------------------- ------------------------------------ John Johnson Crabb, Director A.D. (Darryl) Drummond, Director /s/ Bonnie L. Kuhn /s/ Allan J. Marter - ---------------------------------- ------------------------------------ Bonnie L. Kuhn, Director Allan J. Marter Director and Chief Financial Officer 5 EXHIBIT INDEX Exhibit Sequentially Number Description Numbered Page - ------ ----------- ------------- 4.1 Restated Articles of Incorporation of the Corporation.......... * 4.2 Restated Bylaws of the Corporation............................. * 4.3 Minera Andes Inc. Amended Stock Option Plan.................... * 5 Opinion of Ogilvie and Company................................. 7 23.1 Consent of MacKay & Partners................................... 9 23.2 Consent of Ogilvie and Company (included in Exhibit 5)......... 7 24 Power of Attorney (signature page) ............................ 5 * Incorporated by reference. See sequentially numbered page 2. 6 EX-5 2 OPINION OF OGILVIE AND COMPANY EXHIBIT 5 August 18, 1997 VIA FACSIMILE The Board of Directors of Minera Andes Inc. 3303 North Sullivan Road Spokane, Washington 99216 U.S.A. Dear Sir/Madam: Re: Minera Andes Inc. (the "Corporation") We have acted as Alberta counsel for the Corporation with respect to the establishment of a Stock Option Plan (the "Plan") for the Corporation pursuant to which the Corporation may issue up to a maximum of 2,000,000 common shares by way of grant of stock options. We understand the Corporation is in the process of filing a Registration Statement on Form S-8 ("Registration Statement") under the Securities Act of 1933 relating to the issuance of up to 2,000,000 common shares of the Corporation ("Common Shares") pursuant to the Plan. We have examined all such corporate records and other documents as we have deemed relevant and necessary in order to give this opinion. As to various questions of fact material to such opinion and which were not independently established, we have relied upon certificates of public officials and officers of the Corporation. With respect to paragraph 1, we have relied on the Certificate of Status dated August 12, 1997 and appended hereto. In reviewing the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to authentic or original documents of all documents submitted to us as certified, true or photostatic copies. We are solicitors qualified to carry on the practice of law in the Province of Alberta only. This opinion therefore, relates only to the laws of the Province of Alberta and the federal laws of Canada as applicable therein. Based upon and subject to the qualifications herein expressed, we are of the opinion that: (i) the Corporation has been duly amalgamated and is valid and subsisting under the Business Corporations Act (Alberta); (ii) the Corporation is duly qualified to carry on business in the jurisdiction of Alberta; (iii) the authorized capital of the Corporation consists of an unlimited number of common shares and an unlimited number of preferred shares; and (iv) upon the grant of stock options by the Corporation's Board of Directors and the exercise of such options in accordance with the terms and conditions of the Plan, the Common Shares of the Corporation issued upon such exercise shall be duly issued as fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This opinion may not be furnished to, or relied upon by, any person other than the addressee hereof or for any purpose other than as specified herein. Yours truly, OGILVIE AND COMPANY ALBERTA Corporate Access Number GOVERNMENT OF ALBERTA 20673250 CERTIFICATE OF STATUS Form 32 I CERTIFY THAT ACCORDING TO OUR RECORDS MINERA ANDES INC. AMALGAMATED IN ALBERTA ON 95/11/06 IS AS OF THIS DATE A VALID AND SUBSISTING CORPORATION GIVEN UNDER MY HAND AND SEAL OF OFFICE IN THE PROVINCE OF ALBERTA. DATED 97 AUG 12 [SEAL] Registrar of Corporations CR 55308 EX-23.1 3 CONSENT OF MACKAY & PARTNERS EXHIBIT 23.1 August 15, 1997 Our File No. 20427160 --------------------- Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 U.S.A. Re: MINERA ANDES INC. ----------------- Dear Sirs: We consent to the incorporation in this registration statement on form S-8 of Minera Andes Inc. of our report dated February 20, 1997 except for Note 13 which is at June 16, 1997 on our examination of the consolidated financial statements of Minera Andes Inc. by reference to the registration statement of Form 10-SB of Minera Andes Inc. Yours truly, McKay & Partners /s/ MacKay & Partners Glenn Ohlhauser, C.A. -----END PRIVACY-ENHANCED MESSAGE-----