As filed with the Securities and Exchange Commission on April 7, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLDEN MINERALS COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
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26-4413382 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
350 Indiana Street, Suite 800
Golden, Colorado 80401
(Address of Principal Executive Offices)
2009 Equity Incentive Plan
(Full title of the plan)
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Robert P. Vogels Sr. Vice President and Chief Financial Officer Golden Minerals Company 350 Indiana Street, Suite 800 Golden, Colorado 80401
Telephone:
(303) 839-5060
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With copies to: Deborah J. Friedman Brian Boonstra Davis Graham & Stubbs LLP 1550 Seventeenth Street, Suite 500 Denver, Colorado 80202 Telephone: (303) 892-9400
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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.
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Large accelerated filer |
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Accelerated filer |
o |
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Non-accelerated filer |
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Smaller reporting company |
x |
CALCULATION OF REGISTRATION FEE
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Title of Securities
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Amount to be
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Proposed Maximum
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Proposed Maximum
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Amount of
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Common Stock (par value $0.01 per share) |
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635,287 shares |
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$ |
7.78 |
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4,942,532.86 |
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$ |
352.40 |
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers any securities that may be offered or issued pursuant to the Golden Minerals Company 2009 Equity Incentive Plan as a result of adjustments for stock dividends, stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act based upon the average of the high and low prices of the common stock of Golden Minerals Company as quoted on the NYSE Amex Equities Exchange on March 30, 2010.
(3) Golden Minerals Company filed a Registration Statement on Form S-1 (333-162486) on October 14, 2009 and paid a filing fee of $6,417.00, calculated in accordance with Rule 457(o) under the Securities Act. Golden Minerals Company subsequently amended its Registration Statement on Form S-1 on March 15, 2010 to, among other things, reduce the Proposed Maximum Offering Price, which resulted in a registration fee $3,032.03, calculated in accordance with Rule 457(o) under the Securities Act. The March 15, 2010 amendment was declared effective by the Commission on March 18, 2010, resulting in a difference of $3,393.97 between the original filing fee paid and the amount of securities ultimately registered. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $352.40 due in connection with the filing of this Registration Statement on Form S-8 is offset entirely by a portion of the $3,393.97 of securities unsold under the Registration Statement on Form S-1 (333-162486).
Explanatory Note
This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 635,287 shares of common stock, par value $0.01 per share, of Golden Minerals Company (the “Company”), which may be issued pursuant to awards under the Golden Minerals Company 2009 Equity Incentive Plan (the “Plan”). In accordance with General Instruction E to Form S-8, the Company incorporates herein by reference the contents of the Form S-8 filed by the Company with respect to the Plan on May 8, 2009 (Registration No. 333-159096), together with all exhibits filed therewith or incorporated therein by reference to the extent not otherwise amended or superseded by the contents hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
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Exhibit No. |
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Description of Exhibit |
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4.1 |
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Golden Minerals Company 2009 Equity Incentive Plan(1) |
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5.1 |
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Opinion of Davis Graham & Stubbs LLP* |
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23.1 |
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Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1) |
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23.2 |
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Consent of PricewaterhouseCoopers LLP* |
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24.1 |
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Power of Attorney (included on signature page of this Registration Statement) |
* Filed Herewith
(1) Incorporated by reference to our Registration Statement on Form S-8 filed May 8, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Golden, State of Colorado, on April 7, 2010.
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GOLDEN MINERALS COMPANY |
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By: |
/S/ JEFFREY G. CLEVENGER |
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Name: |
Jeffrey G. Clevenger |
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Title: |
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Jeffrey G. Clevenger and Robert P. Vogels, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits and schedules thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their 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 and on the dates indicated.
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Signature |
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Title |
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Date |
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/S/ JEFFREY G. CLEVENGER |
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President
and Chief Executive Officer
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April 7, 2010 |
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Jeffrey G. Clevenger |
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/S/ ROBERT P. VOGELS |
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Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
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April 7, 2010 |
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Robert P. Vogels |
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/S/ W. DURAND EPPLER |
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Director |
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April 7, 2010 |
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W. Durand Eppler |
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/s/ Ian Masterton-Hume |
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Director |
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April 7, 2010 |
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Ian Masterton-Hume |
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/S/ KEVIN R. MORANO |
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Director |
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April 7, 2010 |
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Kevin R. Morano |
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Signature |
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Title |
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Date |
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/S/ TERRY M. PALMER |
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Director |
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April 7, 2010 |
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Terry M. Palmer |
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/S/ DAVID WATKINS |
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Director |
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April 7, 2010 |
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David Watkins |
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EXHIBIT INDEX
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Exhibit No. |
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Description of Exhibit |
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4.1 |
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Golden Minerals Company 2009 Equity Incentive Plan(1) |
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5.1 |
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Opinion of Davis Graham & Stubbs LLP* |
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23.1 |
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Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1) |
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23.2 |
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Consent of PricewaterhouseCoopers LLP* |
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24.1 |
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Power of Attorney (included on signature page of this Registration Statement) |
* Filed Herewith
(1) Incorporated by reference to our Registration Statement on Form S-8 filed May 8, 2009.
Exhibit 5.1
April 7, 2010
Board of Directors
Golden Minerals Company
350 Indiana Street, Suite 800
Golden, Colorado 80401
Re: Registration Statement on Form S-8 relating to 635,287 shares of common stock under the Golden Minerals Company 2009 Equity Incentive Plan
Gentlemen:
We have acted as counsel to Golden Minerals Company, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company on April 2, 2010 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of 635,287 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), which may be issued pursuant to the Golden Minerals Company 2009 Equity Incentive Plan (the “Plan”).
In connection herewith, we have examined the Registration Statement and the Plan. We have also examined such documents and records, including an examination of originals or copies certified or otherwise identified to our satisfaction, and matters of law as we have deemed necessary for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity, accuracy and completeness of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies.
This opinion is delivered pursuant to the requirements of Item 601(b)(5) of the Securities Act.
Based upon the foregoing and subject to the qualifications and limitations stated herein, we are of the opinion that that the Shares have been duly authorized and, when and to the extent issued in accordance with the terms of the Plan, including payment of the applicable exercise price therefor, if any, will be validly issued, fully paid and non-assessable shares of capital stock of the Company.
We are members of the Bar of the State of Colorado. Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions herein are limited to, the laws of the State of Colorado and of the Delaware General Corporation Law, including all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such law. We express no opinion with respect to the laws of any other jurisdiction or of any other law of the State of Delaware.
We hereby consent to be named in the Registration Statement and to the filing of this opinion as an Exhibit to the aforesaid Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations of the Securities and Exchange Commission.
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Very truly yours, |
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/s/ DAVIS GRAHAM & STUBBS LLP |
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Davis Graham & Stubbs LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Golden Minerals Company of our report to the Board of Directors and Shareholders of Golden Minerals Company dated February 22, 2010, except for Note 2 and Note 27 as to which the date is March 23, 2010, relating to the consolidated balance sheet of Golden Minerals Company at December 31, 2009 and the related statements of operations and comprehensive income (loss), changes in equity (deficit) and cash flows for the 282 day period ended December 31, 2009 and our report to the Board of Directors and Shareholders of Apex Silver Mines Limited dated February 22, 2010 relating to the consolidated balance sheet of Apex Silver Mines Limited at December 31, 2008 and the related combined statements of operations and comprehensive income (loss), changes in equity (deficit) and cash flows for the 83 day period ended March 24, 2009 and each of the two years in the period ended December 31, 2008, which appear in Golden Minerals Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
April 5, 2010