As
filed with the Securities and Exchange Commission on April 4, 2007
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
KINROSS
GOLD CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
Ontario,
Canada
|
|
650430083
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
(I.R.S.
Employer
Identification
Number)
|
|
|
|
52nd
Floor, Scotia Plaza, 40 King Street West
Toronto,
Ontario, Canada M5H 3Y2
|
|
1041
|
(Address
of Principal Executive Offices)
|
|
(Primary
Standard Industrial Classification
Code
Number, if applicable)
|
KINROSS
BEMA ACQUISITION STOCK OPTION PLAN
(Full
Title of the Plan)
Scott
W. Loveless
Parr,
Waddoups, Brown, Gee & Loveless
185
South State Street, Suite 1300
Salt
Lake City, Utah 84111-1537
(Name
and Address of Agent for Service)
(801)
532-7840
(Telephone
Number, Including Area Code, of Agent for Service)
CALCULATION
OF REGISTRATION FEE
|
|
|
|
|
Title
of Securities to be Registered(1)
|
Amount
to be
Registered(2)
|
Proposed
Maximum
Offering
Price
Per
Share(3)(5)
|
Proposed
Maximum
Aggregate
Offering Price(4)(5)
|
Amount
of
Registration Fee
|
|
|
|
|
|
Common
Shares, no par value
|
8,192,595
shares
|
$11.13
|
$53,424,674
|
$1,640.14
|
|
|
|
|
|
(1)
|
Rights
are attached to and trade with the Registrant’s Common Shares and are
issued for no additional consideration. The value attributable
to Rights,
if any, is reflected in the market price of the Common Shares.
No
additional registration fee is required.
|
(2)
|
Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover any additional
shares
of the Registrant’s Common Shares that become issuable under the plan by
reason of any stock dividend, stock split, recapitalization or
other
similar transaction effected without receipt of consideration that
increases the number of outstanding shares of Registrant’s Common Shares
or pursuant to antidilution or other adjustment provisions of the
plan.
|
(3) |
Represents
the highest exercise price of an option covered under the plan.
Under the plan, options for common shares are exercisable at previously
determined exercise prices between $2.02 and $11.13. The aggregate
offering price in this table represents the actual aggregate offering
price based on the exercise price of each option covered by the
plan. |
(4)
|
Evaluated
in accordance with Rule 457(h)(1) under the Securities Act solely
for the
purpose of computing the amount of the registration fee,
and based
on the aggregate exercise price at which the options may be
exercised.
|
(5) |
The
offering price per share and aggregate offering price have been converted
to U.S. dollars at an exchange rate of $1.1583 Canadian dollars per
U.S. dollar, the noon buying rate on April 4, 2007, as certified
by the
Federal Reserve Bank of New York for customs
purposes. |
PART
I. |
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
|
The
information called for in this Part I is not being filed with or included
in
this Registration Statement (by incorporation by reference or otherwise)
in
accordance with the rules and regulations of the Securities and Exchange
Commission (the “SEC”). Documents containing the information called for in this
Part I will be sent or given to employees, officers, directors or others
as
specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended.
PARTII. |
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
|
Item
3. Incorporation
of Documents by Reference.
The
following documents previously filed with or furnished to the SEC by the
undersigned Registrant are hereby incorporated by reference in this Registration
Statement:
(1) the
Registrant’s annual report on Form 40-F for the fiscal year ended December 31,
2006;
(2) the
Registrant’s current report on Form 6-K furnished to the SEC on March 22,
2007 (film no. 07710813); and
(3) the
description of the common shares of the Registrant, no par value (the “Common
Shares”), contained in the Registration Statement on Form 8-A12B filed by the
Registrant with the SEC on January 29, 2003, including any amendment or report
filed for the purpose of updating such description.
In
addition, all Annual Reports on Form 40-F filed by the Registrant pursuant
to
the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, certain
current reports on Form 6-K furnished by the Registrant (which indicate on
their
cover pages that they are incorporated herein by reference), after the date
of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
have
been sold or that deregisters all securities then remaining unsold, shall
be
deemed to be incorporated by reference in this Registration Statement and
to be
a part hereof from the date of filing or furnishing of such documents or
reports, to the extent not superseded by documents or reports subsequently
filed
or furnished.
For
purposes of this Registration Statement, any statement contained in a document
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
or
furnished document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. 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.
The
Common Shares are registered under the Exchange Act.
Item
5. Interests
of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification
of Directors and Officers.
Section
136 of the Business Corporation Act (Ontario) (the “Act”) provides that a
corporation may indemnify a director or officer of the corporation, a former
director or officer of the corporation or a person who acts or acted at the
corporation’s request as a director or officer of a body corporate of which the
corporation is or was a shareholder or creditor, and his or her heirs and
legal
representatives (collectively, the “Indemnified Party”), against all costs,
charges and expenses, including an amount paid to settle an action or satisfy
a
judgment, reasonably incurred by the Indemnified Party in respect of any
civil,
criminal or administrative action or proceeding (collectively, the “Action”) to
which he or she is made a party by reason of being or having been a director
or
officer of such corporation or body corporate, if: (a) he or she acted honestly
and in good faith with a view to the best interests of the corporation; and
(b)
in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he or she had reasonable grounds for believing
that his or her conduct was lawful.
Section
136 of the Act also provides that a corporation may, with the approval of
the
court, indemnify an Indemnified Party in respect of an action by or on behalf
of
the corporation or body corporate to procure judgment in its favor (a
“Derivative Action”), to which such person has been made a party by reason of
being or having been a director or an officer of the corporation or body
corporate against all costs, charges and expenses reasonably incurred by
such
person in connection with such Derivative Action if he or she fulfills the
conditions set forth in clauses (a) and (b) of the paragraph above. If an
Indemnified Party is substantially successful on the merits in his or her
defense of an Action or Derivative Action and fulfills the conditions set
forth
in clauses (a) and (b) of the paragraph above, the Indemnified Party is entitled
to indemnification from the corporation in respect of all costs, charges
and
expenses reasonably incurred by him or her in connection with the defense
of
such Action or Derivative Action to which he or she has been made a party
by
reason of being a director or officer of the corporation or body corporate.
The
Bylaws of the Registrant provide that an Indemnified Party shall at all times
be
indemnified by the Registrant in every circumstance where the Act so permits
or
requires. The Bylaws further provide that, subject to limitations in the
Act
regarding indemnities in respect of Derivative Actions, every person who
at any
time is or has been a director or officer of the Registrant or properly incurs
or has properly incurred any liability on behalf of the Registrant or who
at any
time
acts
or has acted at the Registrant's request (in respect of the Registrant or
any
other person), and his or her heirs and legal representatives, shall at all
times be indemnified by the Registrant against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a fine or judgment,
reasonably incurred by him or her in respect of or in connection with any
civil,
criminal or administrative action, proceeding or investigation (apprehended,
threatened, pending, under way or completed) to which he or she is or may
be
made a party or in which he or she is or may become otherwise involved by
reason
of being or having been such a director or officer or by reason of so incurring
or having so incurred such liability or by reason of so acting or having
so
acted (or by reason of anything alleged to have been done, omitted or acquiesced
in by him or her in any such capacity or otherwise in respect of any of the
foregoing), and all appeals therefrom, if: (a) he or she acted honestly and
in
good faith with a view to the best interests of the Registrant; and (b) in
the
case of a criminal or administrative action or proceeding that is enforced
by a
monetary penalty, he or she had reasonable grounds for believing his or her
conduct was lawful. The Bylaws further provide that the above described
indemnification provisions shall not affect any other right to indemnification
to which any person may be or become entitled by contract or otherwise, and
no
settlement or plea of guilty in any action or proceeding shall alone constitute
evidence that a person did not meet a condition set out in clause (a) or
(b)
above or any corresponding condition in the Act. The Bylaws also provide
that
the persons described above shall not be liable for any damage, loss, cost
or
liability sustained or incurred by the Registrant, except where so required
by
the Act, if such person acted honestly and in good faith with a view to the
best
interests of the Registrant.
Item
7. Exemption
from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
See
the
Exhibit Index.
Item
9. Undertakings.
1. The
undersigned Registrant hereby undertakes:
(a) 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;
(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; and
(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 paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if information
required to be included in a post-effective amendment by those paragraphs
is
contained in periodic reports filed with or furnished to the SEC by Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(b) That,
for the purpose of determining any liability under the Securities Act, 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.
(c) 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.
2. The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) 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.
3. Insofar
as indemnification for liabilities arising under the Securities Act 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 SEC such indemnification is against public
policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
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 Toronto, Province of Ontario, Canada, on April 4, 2007.
|
KINROSS
GOLD CORPORATION
|
|
|
|
|
|
/s/
GEOFFREY P. GOLD
Geoffrey
P. Gold
Senior
Vice President and Chief Legal Officer
/s/
SCOTT W. LOVELESS
Scott
W. Loveless
Authorized
Representative in the United States
|
POWER
OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated. Each person whose signature to this Registration Statement appears
below hereby constitutes and appoints Geoffrey P. Gold and Shelley M. Riley,
and
each of them, as his true and lawful attorney-in-fact and agent, with full
power
of substitution, to sign on his behalf individually and in the capacity stated
below and to perform any acts necessary to be done in order to file all
amendments and post-effective amendments to this Registration Statement,
and any
and all instruments or documents filed as part of or in connection with this
Registration Statement or the amendments thereto and each of the undersigned
does hereby ratify and confirm all that said attorney-in-fact and agent,
or his
substitutes, shall do or cause to be done by virtue hereof.
|
Signature
|
|
|
Title
|
|
|
Date
|
|
|
|
|
/s/
TYE W. BURT
Tye
W. Burt
|
Chief
Executive Officer and President and Director
(Principal
Executive Officer)
|
April
4, 2007
|
|
|
|
/s/
THOMAS M. BOEHLERT
Thomas
M. Boehlert
|
Executive
Vice President, Chief Financial
Officer
(Principal
Financial and Accounting
Officer)
|
|
|
|
|
/s/
JOHN A. BROUGH
John
A. Brough
|
Director
|
|
|
|
|
/s/
JOHN K. CARRINGTON
John
K. Carrington
|
Director
|
|
|
|
|
/s/
RICHARD S. HALLISEY
Richard
S. Hallisey
|
Director
|
|
|
|
|
/s/
JOHN
M.H. HUXLEY
John
M.H. Huxley
|
Director
|
|
|
|
|
/s/
JOHN A. KEYES
John
A. Keyes
|
Director
|
|
|
|
|
/s/
CATHERINE MCLEOD-SELTZER
Catherine
McLeod-Seltzer
|
Director
|
|
|
|
|
/s/
GEORGE A. MICHALS
George
A. Michals
|
Director
|
|
|
|
|
/s/
JOHN E. OLIVER
John
E. Oliver
|
Director
|
|
|
|
|
/s/
TERENCE C.W. REID
Terence
C.W. Reid
|
Director
|
|
|
|
|
EXHIBIT
INDEX
|
|
|
Exhibit
Number
|
|
Decription
|
|
|
4.1
|
|
Common
Share Certificate of the Registrant, incorporated by reference
to Exhibit
3 to Registrant’s Form 8-A12B, dated January 29, 2003.
|
|
|
|
4.2
|
|
Rights
Agreement dated March 29, 2006, between the Registrant and Computershare
Investor Services Inc. (incorporated by reference to Exhibit 99.2
to
Registrant’s Form 6-K, dated April 12, 2006).
|
|
|
|
4.3
|
|
Kinross
Bema Acquisition Stock Option Plan.
|
|
|
|
5.1
|
|
Opinion
of Blake, Cassels & Graydon LLP.
|
|
|
23.1
|
|
Consent
of KPMG LLP.
|
|
|
23.2
|
|
Consent
of Deloitte & Touche LLP.
|
|
|
|
23.3
|
|
Consent
of Blake, Cassels & Graydon LLP (included in Exhibit No.
5.1).
|
|
|
|
23.4
|
|
Consent
of Robert Henderson to being Named as a Qualified Person.
|
|
|
|
23.5
|
|
Consent
of Larry Smith to being Named as a Qualified
Person.
|
|
|
|
23.6
|
|
Consent
of B. Scott to being Named as a Qualified
Person.
|
|
|
|
23.7
|
|
Consent
of D. Cameron to being Named as a Qualified
Person.
|
|
|
|
23.8
|
|
Consent
of T. Garagan to being Named as a Qualified
Person.
|
|
|
|
23.9
|
|
Consent
of Mayse Belanger to being Named as a Qualified
Person.
|
|
|
|
23.10
|
|
Consent
of William Tilley to being Named as a Qualified
Person.
|
|
|
|
24.1
|
|
Power
of Attorney (included on the signature page of this Registration
Statement).
|