S-8 1 forms8.htm Augusta Resource Corporation: Form S-8 - Filed by newsfilecorp.com


 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
AUGUSTA RESOURCE CORPORATION
(Exact name of Registrant as specified in its charter)

Canada N/A
(State or other jurisdiction of Incorporation or organization) (I.R.S. Employer Identification No.)

400 – 837 West Hastings Street
Vancouver, British Columbia, Canada V6C 3N6
(Address of Principal Executive Offices)
 
 
AUGUSTA RESOURCE CORPORATION STOCK OPTION PLAN,
AMENDED AND RESTATED AS OF JUNE 11, 2009
 
RESTRICTED SHARE UNIT AND RESTRICTED SHARE PLAN FOR DESIGNATED
PARTICIPANTS OF AUGUSTA RESOURCE CORPORATION AND ITS AFFILIATES,
ADOPTED JUNE 11, 2009
(Full title of the plans)
 
CT Corporation
111 Eight Avenue, 13th Floor
New York, NY 10011
(212) 894-8940
(Telephone number, including area code, of agent for service)

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.

Large accelerated filer [ ] Accelerated filer [x]
   
Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company)  

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1) Amount to
be Registered 		Proposed Maximum
Offering Price Per Share 		Proposed Maximum
Aggregate Offering Price 		Amount of
Registration Fee
Common Shares reserved for issuance pursuant to Equity Compensation Awards to be granted under the Plans 7,104,549(1) US$4.97(2) US$35,309,608 US$4,099.45

(1)

Common Shares, without par value, available for issuance by the Registrant pursuant to the Plans described herein

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(2)

The proposed maximum offering price per share and the registration fee were calculated in accordance with Rule 457(c) and (h) based on the average of the high and low prices (US$5.03 and US$4.90, respectively) for the Registrant’s Common Shares on March 29, 2011, as quoted on the NYSE Amex.

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EXPLANATORY NOTES

This Registration Statement on Form S-8 is filed by Augusta Resource Corporation (the “Registrant”) to register an additional 7,104,549 common shares of the Registrant (“Common Shares”) for issuance pursuant to the Augusta Resource Corporation Stock Option Plan, amended and restated as of June 11, 2009, and the Restricted Share Unit and Restricted Share Plan for Designated Participants of Augusta Resource Corporation and its Affiliates, adopted on June 11, 2009 (collectively, the “Plans”).

This Registration Statement on Form S-8 consists of only those items required by General Instruction E to Form S-8 and incorporates by reference herein the Registration Statement on Form S-8 (File No. 333-157887) consisting of 8,714,806 Common Shares, previously filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2009, and the Registration Statement on Form S-8 (File No. 333-163161) consisting of 2,040,720 Common Shares, previously filed with the SEC on November 17, 2009 (the “Prior S-8”).

Pursuant to the Plans, the maximum number of Common Shares issuable upon exercise, redemption, or vesting, as applicable, of awards (“Equity Compensation Awards”) granted under the Plans shall be a maximum of 10% of the issued and outstanding Common Shares of the Registrant from time to time.

As of March 29, 2011, the Registrant had 141,928,493 Common Shares issued and outstanding and consequently 14,192,849 Common Shares may now be issued upon the exercise, redemption or vesting, as applicable, of Equity Compensation Awards under the Plans. As of November 16, 2009, the determination date for the calculation of the number of Common Shares to be registered pursuant to the Prior S-8, 106,555,261 Common Shares were issued and outstanding. Additionally since November 16, 2009, 3,567,226 Common Shares have been issued upon the exercise, redemption, or vesting, as applicable, of Equity Compensation Awards under the Plans.

Accordingly, this Registration Statement on Form S-8 registers an additional 7,104,549 Common Shares for issuance upon exercise, redemption or vesting, as applicable, of Equity Compensation Awards under the Plans.

EXHIBITS

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SIGNATURES

     The Registrant. 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 Vancouver, Province of British Columbia, on this 29 day of March, 2011.

  AUGUSTA RESOURCE CORPORATION
  (Registrant)
     
     
    /s/ Gil Clausen
  Name: Gil Clausen
  Title: President and Chief Executive Officer
    (Principal Executive Officer)
     
     
     
    /s/ Raghunath Reddy
  Name: Raghunath Reddy
  Title: Senior Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)

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POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Raghunath Reddy his attorney-in-fact, with the power of substitution, for them in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name   Title   Date
         
/s/ Gil Clausen        
Gil Clausen   President, Chief Executive Officer and Director   March 29, 2011
         
/s/ Richard W. Warke        
Richard W. Warke   Director and Executive Chairman   March 29, 2011
         
/s/ W. Durand Eppler        
W. Durand Eppler   Lead Director   March 29, 2011
         
/s/ Tim C. Baker        
Tim C. Baker   Director   March 29, 2011
         
/s/ Donald Clark        
Donald Clark   Director   March 29, 2011
         
         
Christopher Jennings   Director   March 29, 2011
         
/s/ Michael A. Steeves        
Michael A. Steeves   Director   March 29, 2011
         
/s/ Robert Wares        
Robert Wares   Director   March 29, 2011

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