AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 2004
REGISTRATION NO. 333-96995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HECLA MINING COMPANY
(Exact Name of Registrant as Specified in its Charter)
| DELAWARE | 82-0126240 | ||||
| (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
(Full Title of the Plans)
MICHAEL B. WHITE
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)
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
PROPOSED MAXIMUM
TITLE OF SECURITIES
AMOUNT TO BE
OFFERING PRICE PER
AGGREGATE OFFERING
AMOUNT OF
TO BE REGISTERED(1)
REGISTERED
SHARE
PRICE
REGISTRATION FEE
Common Stock, $.25 par value
with associated series A junior
participating preferred share
purchase rights
Issuable Pursuant to:
1995 Stock Incentive Plan
5,000,000(2)
$5.63(3)
$28,150,000(3)
$3,567
(1)
This Post-Effective Amendment No. 2 to Registration Statement also pertains to Hecla Mining Company’s series A junior participating preferred share purchase rights. Each share of Hecla common stock is accompanied by such a right. Until the occurrence of certain prescribed events, none of which has occurred as of this date, the rights are not exercisable, are evidenced by the certificates for the common stock and will be transferred along with and only with such securities. Thereafter, separate rights certificates will be issued representing one right for each share of common stock held, subject to adjustment pursuant to anti-dilution provisions.
(2)
Represents 5,000,000 shares of common stock newly available for issuance under the Hecla Mining Company 1995 Stock Incentive Plan as a result of an amendment to the plan approved at Hecla’s Annual Shareholders’ Meeting held May 7, 2004. The number of shares of common stock being registered hereby is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(3)
Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933. The calculation of the proposed maximum offering price is based upon the average of the high and low sales prices of the common stock of Hecla Mining Company on June 23, 2004 as reported by the New York Stock Exchange consolidated reporting system.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (“Amended Registration Statement”) incorporates by reference the contents of the Registration Statement on Form S-8 (No. 333-96995) filed by Hecla Mining Company (“Hecla”) with the Securities and Exchange Commission on July 24, 2002, as subsequently amended.
At the Annual Shareholders’ Meeting on May 7, 2004, Hecla’s shareholders approved an increase in the number of shares available for issuance under the 1995 Stock Incentive Plan (from 6,000,000 to 11,000,000 shares of common stock). This Amended Registration Statement registers the additional 5,000,000 shares of common stock with associated preferred share purchase rights and increases the total number of shares registered pursuant to the Amended Registration Statement for issuance under the 1995 Stock Incentive Plan to 8,000,000 shares of common stock (the other 3,000,000 shares were registered on a separate Registration Statement on Form S-8 [No. 333-60095]).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
Michael B. White, Esq., legal counsel and Corporate Secretary for Hecla, who has rendered an opinion on the legality of the securities being registered, owns 30,691 shares of common stock and options to purchase 156,000 shares of common stock of Hecla as of June 24, 2004.
ITEM 8.
EXHIBITS.
5.1*
Opinion and consent of Michael B. White as to the legality of the securities being registered.
23.1*
Consent of BDO Seidman, LLP.
23.2*
Consent of PricewaterhouseCoopers LLP.
_______________
*filed herewith
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SIGNATURES
The Registrant. 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 on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur D’Alene, State of Idaho, on June 24, 2004.
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. 2 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Phillips S. Baker, Jr. | June 24, 2004 | /s/ Ted Crumley | June 24, 2004 |
/s/ Lewis E. Walde (principal financial officer) | June 24, 2004 | | |
/s/ Alan MacPhee Controller | June 24, 2004 | /s/ Charles L. McAlpine | June 24, 2004 |
/s/ Arthur Brown Arthur Brown Chairman | June 24, 2004 Date | /s/ David J. Christensen David J. Christensen Director | June 24, 2004 Date |
/s/ John E. Clute | June 24, 2004 | /s/ Anthony P. Taylor | June 24, 2004 |
| |
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
DESCRIPTION OF EXHIBITS
5.1*
Opinion and consent of Michael B. White, as to the legality of the securities being registered.
23.1*
Consent of BDO Seidman, LLP.
23.2*
Consent of PricewaterhouseCoopers LLP.
_______________
*filed herewith.
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