S-8 POS

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 2006

REGISTRATION NO. 033-60099, 033-60095, 333-96995

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (NO. 033-60099)

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (NO. 033-60095)

POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 (NO. 333-96995)

REGISTRATION STATEMENTS

UNDER

THE SECURITIES ACT OF 1933

HECLA MINING COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE	77-0664171
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
6500 N. MINERAL DRIVE, SUITE 200	83815-9408
COEUR D’ALENE, IDAHO	(Zip Code)
(Address of Principal Executive Offices)

HECLA MINING COMPANY 1995 STOCK INCENTIVE PLAN

HECLA MINING COMPANY STOCK PLAN FOR NONEMPLOYEE DIRECTORS

HECLA MINING COMPANY KEY EMPLOYEE DEFERRED COMPENSATION PLAN

(Full title of the plans)

Philip C. Wolf

General Counsel

Hecla Mining Company

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815-9408

(208) 769-4100

(Name and address, including zip code, and

telephone number of agent for service)

EXPLANATORY NOTE

Hecla Mining Company (“we” or “us”), a Delaware corporation formerly named Hecla Holdings Inc., files this Post-Effective Amendment to the Registration Statements on Form S-8 (this “Amendment”) as the successor registrant to our wholly-owned subsidiary, Hecla Limited (“Predecessor”), a Delaware corporation formerly named Hecla Mining Company, in accordance with Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”). This Amendment is a result of Predecessor adopting a holding company organizational structure.

Pursuant to the Agreement and Plan of Reorganization dated November 8, 2006 (the “Merger Agreement”), among us, Predecessor, and Hecla Merger Sub Inc., a Delaware corporation (the “Merger Sub”), Predecessor reorganized into a holding company structure, effective as of the date of the Merger Agreement, whereby we became the holding company for Predecessor. The holding company organizational structure was effected by a merger (the “Merger”) pursuant to Section 251(g) of the Delaware General Corporation Law, which provides for the formation of a holding company structure without a vote of stockholders.

Prior to the Merger, we were a direct, wholly-owned subsidiary of Predecessor and Merger Sub was a direct, wholly-owned subsidiary of us. In the Merger, Merger Sub merged with and into Predecessor with Predecessor continuing as the surviving corporation. We and Merger Sub were organized for the sole purpose of implementing the holding company structure.

In accordance with the terms of the Merger Agreement, each outstanding share of Predecessor’s common stock, par value $0.25 per share (the “Predecessor Common Stock”), was converted into one share of our common stock, par value $0.25 per share (the “RegistrantCommon Stock”) and each outstanding share of Predecessor’s preferred stock, par value $0.25 per share (the “Predecessor Preferred Stock”), was converted into one share of our preferred stock, par value $0.25 per share (the “Registrant Preferred Stock”). As a result of the Merger, each stockholder of Predecessor became a holder of Registrant Common Stock and/or Registrant Preferred Stock, evidencing the same proportional interests in us and having the same designations, rights, powers and preferences and qualifications, limitations and restrictions as those securities that such stockholder held in Predecessor.

In addition, as part of the Merger, we will assume all of Predecessor’s obligations under the Hecla Mining Company 1995 Stock Incentive Plan, Hecla Mining Company Stock Plan for Nonemployee Directors, and Hecla Mining Company Key Employee Deferred Compensation Plan (the “Compensation Plans”), and each outstanding option to purchase Predecessor Common Stock and each other right to receive Predecessor Common Stock under the Compensation Plans will convert into an option to purchase or right to receive the same number of shares of Registrant Common Stock, with the same rights and conditions as the corresponding Predecessor option and other rights to receive Predecessor Common Stock under the Compensation Plans prior to the Merger.

This Post-Effective Amendment to Form S-8 pertains to the adoption by us of the following registration statements (collectively, the “Registration Statements”): (i) Registration Statement No. 033-60099, covering 120,000 shares of common stock (Hecla Mining Company

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Stock Plan for Nonemployee Directors; all of which shares have been issued); (ii) Registration Statement No. 033-60095, covering 3,000,000 shares of common stock (Hecla Mining Company 1995 Stock Incentive Plan); and (iii) Registration Statement No. 333-96995, covering (1) deferred compensation obligations representing unsecured obligations to pay deferred compensation in the future (such obligations currently expected not to exceed $10.0 million in the aggregate) in accordance with the terms of the Hecla Mining Company Key Employee Deferred Compensation Plan, (2) 6,000,000 shares of common stock (Hecla Mining Company Key Employee Deferred Compensation Plan), (3) 8,000,000 shares of common stock (Hecla Mining Company 1995 Stock Incentive Plan), and (4) 880,000 shares of common stock (Hecla Mining Company Stock Plan for Nonemployee Directors).

With respect to Registration Statement No. 033-60099, this is Amendment No. 1. With respect to Registration Statement No. 033-60095, this is Amendment No. 2. With respect to Registration Statement No. 333-96995, this is Amendment No. 3.

In accordance with Rule 414 under the securities Act, we, as the successor registrant to Predecessor, hereby expressly adopt the Registration Statements as our own for all purposes of the Securities Act and the Securities Exchange Act of 1934. Registration fees were paid at the time of filing the original Registration Statements.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

See the Exhibit Index at the end of this Post-Effective Amendment No. 3 to this registration statement.

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;

(ii)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

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Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)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;

PROVIDED, HOWEVER, that if the information required to be included in a post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, that are incorporated by reference in the registration statement, paragraphs (a)(1)(i) and (a)(1)(ii) will not apply.

(2)That, for the purpose 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.

(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)That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(1)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to rule 424;

(2)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(3)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(4)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(c)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 (and, where

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applicable, each filing of an employee benefit plan’s annual report pursuant to 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.

(d)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 Securities Act of 1933 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 of 1933 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, as amended, Hecla Mining Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to this registration statement on Form S-8 (No. 033-60099), Post-Effective Amendment No. 2 to this registration statement on Form S-8 (No. 033-60095), and Post-Effective Amendment No. 3 to this registration statement on Form S-8 (No. 333-96995), and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur D’Alene, State of Idaho, on December 6, 2006.

HECLA MINING COMPANY

By /s/   Phillips S. Baker, Jr.                    

      Phillips S. Baker, Jr.

      President and CEO

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to this registration statement on Form S-8 (No. 033-60099), Post-Effective Amendment No. 2 to this registration statement on Form S-8 (No. 033-60095), and Post-Effective Amendment No. 3 to this registration statement on Form S-8 (No. 333-96995), has been signed by the following persons in the capacities and on the dates indicated.

/s/   Phillips S. Baker, Jr	12/6/06	/s/  David J. Christensen	12/6/06
Phillips S. Baker, Jr	Date	David J. Christensen	Date
President, CEO and Director		Director
(principal executive officer)
/s/   Lewis E. Walde	12/6/06	/s/   Charles L. McAlpine	12/6/06
Lewis E. Walde	Date	Charles L. McAlpine	Date
Vice President and CFO		Director
(principal financial officer)
/s/   Alan MacPhee	12/6/06	/s/   George R. Nethercutt, Jr.	12/6/06
Alan MacPhee	Date	George R. Nethercutt, Jr.	Date
Controller		Director
/s/   Ted Crumley	12/6/06	/s/   Jorge E. Ordoñez C.	12/6/06
Ted Crumley	Date	Jorge E. Ordoñez C.	Date
Director and Chairman		Director
of the Board
/s/   John H. Bowles	12/6/06	/s/ Anthony P. Taylor	12/6/06
John H. Bowles	Date	Anthony P. Taylor	Date
Director		Director

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INDEX TO EXHIBITS

Exhibit No. Description

4.1(a) Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of the Registrant. Filed as exhibit 4.1(a) to the Registrant’s Quarterly report on Form 10-Q filed on November 9, 2006 (File No. 1-8491), and incorporated herein by reference.

4.1(b) Certificate of Designations, Preferences and Rights of Series B Cumulative convertible Preferred Stock of the Registrant. Filed as exhibit 4.1(b) to the Registrant’s Quarterly Report on Form 10-Q filed on November 9, 2006 (File No. 1-8291), and incorporated herein by reference.

5.1 Opinion of Bell, Boyd & Lloyd LLC (regarding validity of securities offered).*

* filed herewith

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EX-5.1

Exhibit 5.1

BELL, BOYD & LLOYD LLC

70 West Madison Street, suite 3100

Chicago, Illinois 60602-4207

312.372.1121 • Fax 312.827.8000

December 6, 2006

Hecla Mining Company

6500 North Mineral Drive

Suite 200

Coeur d’Alene, Idaho 83815-9408

Hecla Mining Company

Registration Statements on Form S-8, as amended (Registration Statements

No. 033-60095 and No. 333-96995)

Ladies and Gentlemen:

We have acted as securities counsel to Hecla Mining Company, a Delaware corporation (the “Company”), in connection with the filing by the Company of a Post-Effective Amendment (the “Amendment”) to the above-referenced registration statements on Form S-8 originally filed by Hecla Limited (formerly named Hecla Mining Company, the “Predecessor”), reflecting the merger (the “Merger”) of Hecla Merger Sub, Inc., a Delaware corporation (“Merger Sub”) into the Predecessor in order to adopt a holding company organizational structure pursuant to Section 251(g) of the Delaware General Corporation Law, as amended (“DGCL”), without a vote of stockholders. Prior to the Merger, the Company was a direct, wholly-owned subsidiary of Predecessor and Merger Sub was a direct, wholly-owned subsidiary of the Company. In the Merger, Merger Sub merged with and into Predecessor with Predecessor continuing as the surviving corporation. The Company and Merger Sub were organized for the sole purpose of implementing the holding company structure.

In accordance with the terms of the Merger Agreement, each outstanding share of Predecessor’s common stock, par value $0.25 per share (the “Predecessor Common Stock”), was converted into one share of common stock, par value $0.25 per share of the Company (the “Registrant Common Stock”) and each outstanding share of Predecessor’s preferred stock, par value $0.25 per share (the “Predecessor Preferred Stock”), was converted into one share of preferred stock, par value $0.25 per share of the Company (the “Registrant Preferred Stock”). As a result of the Merger, each stockholder of Predecessor became a holder of Registrant Common Stock and/or Registrant Preferred Stock, evidencing the same proportional interests in the Company and having the same designations, rights, powers and preferences and qualifications, limitations and restrictions as those securities that such stockholder held in Predecessor. In accordance with the No-Action Letter the Company received from the staff of

Hecla Mining Company

December 6, 2006

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the Securities and Exchange Commission dated October 31, 2006, the conversion of the Predecessor Common Stock into Registrant Common Stock and the conversion of the Predecessor Preferred Stock pursuant to the Merger Agreement will result in the Company being the successor registrant to Predecessor under the Securities Act of 1933 and the Securities Exchange Act of 1934. The above-referenced registration statements, as amended by the Amendment (the “Registration Statements”), relate to: (i) the issuance of up to 120,000 shares of Predecessor Common Stock available for issuance in connection with the Hecla Mining Company Stock Plan for Nonemployee Directors, as amended (all of which shares have been previously issued), (ii) the issuance of up to 11,000,000 shares of Company common stock, $0.25 par value per share, (the “Common Stock”), available for issuance in connection with the Hecla Mining Company 1995 Stock Incentive Plan, as amended (the “Incentive Plan Shares”), (iii) the issuance of up to 880,000 shares of Common Stock (the “Director’s Plan Shares”) available for issuance in connection with the Hecla Mining Company Stock Plan for Nonemployee Directors, as amended, (iv) the issuance of up to 6,000,000 shares of Common Stock (the “Deferred Comp Plan Shares”) available for issuance in connection with the Hecla Mining Company Key Employee Deferred Compensation Plan to participants who choose to allocate their deferred compensation into an account under such plan that results in a distribution of Common Stock, (v) stock options to purchase up to 6,000,000 shares of Common Stock (the “Stock Options”) available for issuance in connection with the Hecla Mining Company Key Employee Deferred Compensation Plan to participants who choose to allocate their deferred compensation into an account under such plan that, upon certain elections by the participant, results in a distribution of options to purchase Common Stock (collectively, items referred to in clauses (ii) – (v) above are referred to as the “Securities”), and (vi) deferred compensation obligations representing the Company’s unsecured obligation to pay deferred compensation in the future in accordance with the terms of the Hecla Mining Company Key Employee Deferred Compensation Plan (the “Deferred Comp Obligations”), which Securities and deferred compensation obligations the Company has registered under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”).¹

For the purpose of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of only the following documents: (i) Certificate of Incorporation and all Certificates of Amendment, Certificates of Designation, Certificates of Merger, Certificates of Correction, and Certificates of Ownership of the Company and the Predecessor filed with the Secretary of State of the State of Delaware through the date of this opinion (collectively, the “Certificate of Incorporation”), (ii) the bylaws of the Company and the Predecessor, as amended, (iii) pertinent resolutions of the Board of Directors and committees thereof of the Company and the Predecessor, (iv) a certificate or certificates of the Secretary of State of the State of Delaware, (v) copies of the Hecla Mining Company 1995 Stock Incentive

_________________________

¹ There are 6,000,000 shares of Common Stock available in the aggregate for issuance in connection with the Deferred Comp Shares and the Stock Options.

Hecla Mining Company

December 6, 2006

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Plan, Hecla Mining Company Stock Plan for Nonemployee Directors, and Hecla Mining Company Key Employee Deferred Compensation Plan, each as amended to date, (vi) certificates or letters of the Company and others, including a certification that the Company has reserved or shall reserve such number of authorized and unissued shares of Common Stock for issuance pursuant to the Registration Statements sufficient to issue the Securities not yet issued, and (vii) such other documents as we have deemed necessary as a basis for the opinions set forth herein. As to questions of fact material to this opinion, we have relied, to the extent we deemed such reliance appropriate, without investigation, on the documents referred to above.

In connection with this opinion, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) each natural person signing any document reviewed by us had the legal capacity to do so; (v) each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity; (vi) the Registration Statements, and any amendments thereto (including any post-effective amendments), relating to the Securities have or will have become effective under the Act, and no order suspending the effectiveness of the Registration Statements has been issued and no proceedings for that purpose are pending before or contemplated by the Commission; (vii) the Securities have been or will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statements; and (viii) the number of shares of Common Stock issued under the Registration Statements shall be less than the number of authorized shares of Common Stock, less the number of such authorized shares outstanding or otherwise reserved for issuance.

Based upon the foregoing, we are of the opinion that:

1.The Incentive Plan Shares, the Director’s Plan Shares, the Deferred Comp Plan Shares, and the Stock Options, when issued, delivered and paid for in accordance with the terms and conditions of the applicable employee benefit plan, will be validly issued, fully paid, and non-assessable.

2.The Deferred Comp Obligations when delivered in accordance with the terms and conditions of the Hecla Mining Company Key Employee Deferred Compensation Plan will represent the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Hecla Mining Company Key Employee Deferred Compensation Plan.

The opinion and other matters in this letter are qualified in their entirety by, and subject to, the following:

Hecla Mining Company

December 6, 2006

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i.We express no opinion as to the laws of any jurisdiction other than the Included Laws. For purposes of this opinion, the term “Included Laws” means the Laws of the State of Delaware that are, in our experience, normally applicable to the matters covered by our opinion, including the DGCL, any applicable provisions of the Constitution of the State of Delaware, and applicable judicial decisions. We do not express any opinions as to any other laws or the laws of any other jurisdiction.

ii.The foregoing opinions are qualified to the extent that the enforceability of any document, instrument or security may be limited by or subject to bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and general equitable or public policy principles.

iii.This letter and the matters addressed herein are as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or entity, including governmental authorities (each such person or entity being a “Person”), or any other circumstance. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.

We consent to the filing of this opinion with the Commission as an exhibit to the Amendment and to the references made to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statements. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act. Without our prior consent, this letter may not be quoted in whole or in part or otherwise referred to in any other document and may not be otherwise furnished or disclosed to or used by any other Person.

Very truly yours,

Bell, Boyd & Lloyd LLC