As filed with the Securities and Exchange Commission on May 20, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
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 of incorporation or organization) |
(I.R.S. Employer Identification Number |
6500 North Mineral Drive, Suite 200
Coeur dAlene, Idaho 83815-9408
(Address of principal executive offices)
HECLA MINING COMPANY KEY EMPLOYEE DEFERRED COMPENSATION PLAN
(Full title of the plan)
David C. Sienko, Esq.
General Counsel
Hecla Mining Company
6500 North Mineral Drive, Suite 200
Coeur dAlene, Idaho 83815
(208) 769-4100
(Name, address, including zip code, and 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, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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
| ||||||||
Title of securities to be registered |
Amount to be registered(1) |
Proposed maximum offering price per share(2) |
Proposed maximum aggregate offering price(2) |
Amount of registration fee | ||||
Common Stock, par value $0.25 per share |
1,500,000 | $7.11 | $10,665,000 | $1,163.56 | ||||
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|
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, the amount of shares of the registrants common stock registered hereby includes an indeterminate number of shares of the registrants common stock that may be issued in connection with stock splits, stock dividends or similar transactions. |
(2) | Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the registrants common stock reported on the New York Stock Exchange on May 13, 2021. |
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 registers an additional 1,500,000 shares of the common stock, par value $0.25 per share (Common Stock), of Hecla Mining Company (the Company) that may be issued to satisfy the unsecured deferred compensation obligations (the Obligations) of the Company under the Hecla Mining Company Key Employee Deferred Compensation Plan, Amended, Restated and Effective May 19, 2021 (the Plan), a copy of which is an exhibit to this Registration Statement and is incorporated by reference herein. The Plan was recently amended and restated primarily to add the additional 1,500,000 shares of Common Stock issuable thereunder. The Company previously filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (File No. 333-96995) on July 24, 2002 registering 6,000,000 shares of Common Stock issuable to satisfy Obligations under the Plan (of which 195,382 remain unissued) together with another $10,000,000 of Obligations (the Prior Registration Statement). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates and is filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction E, the Company hereby incorporates by reference herein the contents of the Prior Registration Statement and hereby deems such content to be a part hereof, except as otherwise updated or modified by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have previously been filed by the Registrant with the Securities and Exchange Commission (the SEC), are incorporated by reference and made a part hereof:
| Annual Report on Form 10-K for the year ended December 31, 2020, which we filed with the SEC on February 18, 2021; |
| Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which we filed with the SEC on May 6, 2021; |
| Current Reports on Form 8-K filed with the SEC on May 18, 2021, May 14, 2021, May 6, 2021 (relating to dividends), March 1, 2021, February 18, 2021 (relating to entry into an Equity Distribution Agreement), February 18, 2021 (relating to issuance of a news release and declaration of dividends) (Item 8.01 only) and January 22, 2021; |
| The description of our capital stock contained in our Form 8-B filed with the SEC on May 6, 1983; and |
| All documents subsequently filed (but not furnished) by us in accordance with Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities being offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the dates of filing of such documents. |
Any statement contained herein or in any document to be incorporated or deemed to be incorporated by reference herein 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 document which also is or is deemed to be incorporated by reference herein 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 8. Exhibits.
* | Filed herewith. |
SIGNATURES OF ISSUER
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 Coeur dAlene, State of Idaho on May 20, 2021.
HECLA MINING COMPANY | ||
By | /s/ Phillips S. Baker, Jr. | |
Name: | Phillips S. Baker, Jr. | |
Title: | Chief Executive Officer, President and Director |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David C. Sienko and Michael L. Clary, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and any related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 20th day of May, 2021.
Signature |
Title | |||
/s/ Phillips S. Baker, Jr. Phillips S. Baker, Jr. |
Chief Executive Officer, President and Director (principal executive officer) | |||
/s/ Russell Lawlar Russell Lawlar |
Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) | |||
/s/ Ted Crumley Ted Crumley |
Director | |||
/s/ George R. Nethercutt, Jr. George R. Nethercutt, Jr. |
Director |
/s/Terry V. Rogers Terry V. Rogers |
Director | |||
/s/ Charles B. Stanley Charles B. Stanley |
Director | |||
/s/ Stephen F. Ralbovsky Stephen F. Ralbovsky |
Director | |||
/s/ George R. Johnson George R. Johnson |
Director | |||
/s/ Catherine J. Boggs Catherine J. Boggs |
Director | |||
/s/ Alice Wong Alice Wong |
Director |
Signature |
Title | |||
/s/Terry V. Rogers Terry V. Rogers |
Director | |||
/s/ Charles B. Stanley Charles B. Stanley |
Director | |||
/s/ Stephen F. Ralbovsky Stephen F. Ralbovsky |
Director |
Exhibit 5.1
May 20, 2021
Hecla Mining Company
6500 North Mineral Drive
Suite 200
Coeur dAlene, Idaho 83815-9408
Hecla Mining Company
Registration Statement on Form S-8
Ladies and Gentlemen:
I am the General Counsel for Hecla Mining Company, a Delaware corporation (the Company), and have acted as securities counsel to the Company in connection with the preparation and filing of the Registration Statement on Form S-8 of the Company (the Registration Statement), filed on or about the date hereof with the Securities and Exchange Commission (the Commission), relating to the registration under the Securities Act of 1933, as amended (the Act) of up to 1,500,000 shares of the Companys common stock (the Shares) available for issuance in connection with the Hecla Mining Company Key Employee Deferred Compensation Plan (the Plan).
In connection with this opinion, I have examined and am familiar with: (1) the Companys Certificate of Incorporation and Bylaws, as currently in effect; (2) the Plan; (3) the Registration Statement; and (4) such resolutions of the Companys Board of Directors and other corporate records, documents and instruments as in my opinion are necessary or relevant as the basis for the opinions expressed below.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I am of the opinion that when issued, delivered and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and non-assessable.
The opinions and other matters in this letter are qualified in their entirety by, and subject to, the following:
i. | I 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 my experience, normally applicable to the matters covered by my opinion, including the Delaware General Corporation Law, any applicable provisions of the Constitution of the State of Delaware, and applicable judicial decisions. |
ii. | This letter and the matters addressed herein are as of the date hereof, and I 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, 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. |
I consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the references made to me under the caption Legal Matters in the prospectus forming a part of the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ David C. Sienko
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Hecla Mining Company
Coeur DAlene, Idaho
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this registration statement of our reports dated February 18, 2021, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of Hecla Mining Company (the Company) appearing in the Companys Annual Report on Form 10-K for the year ended December 31, 2020.
/s/ BDO USA, LLP
Spokane, Washington
May 20, 2021