As filed with the Securities and Exchange Commission on November 24, 2014

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)

 

 

Delaware

 

26-4413382

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

350 Indiana Street, Suite 800

Golden, Colorado 80401

(Address of Principal Executive Offices)

 

Amended and Restated 2009 Equity Incentive Plan

(Full title of the plan)

 

 

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
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

With copies to:

Deborah J. Friedman

Davis Graham & Stubbs LLP

1550 Seventeenth Street, Suite 500

Denver, Colorado 80202

Telephone: (303) 892-9400

 

 

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.

 

Large accelerated filer

 

o

 

Accelerated filer

 

o

Non-accelerated filer

 

o

 

Smaller reporting company

 

x

 

 

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 $0.01 per share)

 

1,128,386 shares

 

$

.63

 

$

710,883.18

 

$

82.60

 

(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 Amended and Restated 2009 Equity Incentive Plan (the “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 (the “Company”) as quoted on the NYSE MKT on November 20, 2014.

 

 

 


 

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 1,128,386 shares of common stock, par value $0.01 per share, of the Company, which may be issued pursuant to awards under the Plan. In accordance with General Instruction E to Form S-8, the Company incorporates herein by reference the contents of the registration statements on Form S-8 filed by the Company with respect to the Plan on May 8, 2009 (Registration No. 333-159096), April 7, 2010 (Registration No. 333-165933), December 1, 2010 (Registration No. 333-170891), September 19, 2011 (Registration No. 333-176671) and August 9, 2013 (Registration No. 333-190542), together with all exhibits filed therewith or incorporated therein by reference to the extent not otherwise amended or superseded by the contents hereof.

 

As used in this Registration Statement, the term “Company” or “Registrant” refers to Golden Minerals Company and its subsidiaries.

 

PART I

 

As permitted by the rules of the Securities and Exchange Commission (the “Commission”), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be sent or given to the participants in the Plan as required by Rule 428(b)(1) under the Securities Act. Such documents are not being filed with the Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to General Instruction E to Form S-8, taken together, constitute a prospectus for the plan that meets the requirements of Section 10(a) of the Securities Act.

 

PART II

 

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

 

The following documents filed by the Company with the Commission are hereby incorporated into this Registration Statement by reference as of their date of filing with the Commission:

 

(a)                                  The Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Commission on February 28, 2014;

 

(b)                                  The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014, as filed with the Commission on May 1, 2014, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014, as filed with the Commission on August 6, 2014 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014, as filed with the Commission on November 6, 2014 ;

 

(c)                                   The Company’s Current Reports on Form 8-K as filed with the Commission on May 28, 2014 and on September 10, 2014 ; and

 

(d)                              The description of the Company’s common stock contained in its registration statement on Form 8-A filed February 5, 2010 with the SEC under Section 12(b) of the Exchange Act (File No. 001-13627), including any subsequent amendment or report filed for the purpose of updating such description.

 

All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under this Registration Statement have been sold, or deregistering all securities then remaining unsold, shall be deemed to be incorporated herein by reference and shall be a part hereof from the date of the filing of such documents.

 

Any statement contained in a document incorporated by, or deemed 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 statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

 

Davis Graham & Stubbs LLP (“DGS”) has provided a legal opinion with respect to the validity of the securities being registered pursuant to this Registration Statement.  Deborah Friedman, the Company’s Senior Vice President, General Counsel and Corporate Secretary, is a partner of DGS and devotes approximately half her time to serve as our Senior Vice President, General Counsel and Corporate Secretary and approximately half her time to her legal practice at DGS. The Company pays a monthly flat fee

 

2


 

of approximately $14,000 to the firm for the approximately one-half of Ms. Friedman’s time that is devoted to the Company and pay her customary hourly rate to the firm for any time spent by Ms. Friedman in excess of that threshold.  In addition, under the Plan the Company has awarded to Ms. Friedman 248,100 shares of restricted common stock of the Company and options to purchase up to 10,000 shares of the Company’s common stock at an exercise price of $8.00 per share.  All of the options and 84,766 shares of the restricted common stock are vested.

 

ITEM 8.  EXHIBITS

 

Exhibit No.

 

Description of Exhibit

4.1

 

Golden Minerals Company Amended and Restated 2009 Equity Incentive Plan(1)

5.1

 

Opinion of Davis Graham & Stubbs LLP

23.1

 

Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)

23.2

 

Consent of PricewaterhouseCoopers LLP

23.3

 

Consent of EKS&H LLLP

23.4

 

Consent of Chlumsky, Armbrust & Meyer

23.5

 

Consent of RungePincockMinarco

24.1

 

Power of Attorney (included on signature page of this Registration Statement)

 

(1)  Incorporated by reference to our Quarterly Report on Form 10-Q filed August 6, 2014.

 

3


 

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 November 24, 2014.

 

 

GOLDEN MINERALS COMPANY

 

 

 

 

 

 

By:

/s/ Jeffrey G. Clevenger

 

Name:

Jeffrey G. Clevenger

 

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.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Jeffrey J. Clevenger

 

President and Chief Executive Officer

 

November 24, 2014

Jeffrey G. Clevenger

 

(Principal Executive Officer) and Director

 

 

 

 

 

 

 

/s/ Robert P. Vogels

 

Senior Vice President and Chief Financial Officer

 

November 24, 2014

Robert P. Vogels

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ W. Durand Eppler

 

Director

 

November 24, 2014

W. Durand Eppler

 

 

 

 

 

 

 

 

 

/s/ Michael T. Mason

 

Director

 

November 24, 2014

Michael T. Mason

 

 

 

 

 

 

 

 

 

/s/ Ian Masterton-Hume

 

Director

 

November 24, 2014

Ian Masterton-Hume

 

 

 

 

 

 

 

 

 

/s/ Kevin R. Morano

 

Director

 

November 24, 2014

Kevin R. Morano

 

 

 

 

 

 

 

 

 

/s/ Terry M. Palmer

 

Director

 

November 24, 2014

Terry M. Palmer

 

 

 

 

 

 

 

 

 

 

 

Director

 

 

Andrew N. Pullar

 

 

 

 

 

 

 

 

 

/s/ David H. Watkins

 

Director

 

November 24, 2014

David H. Watkins

 

 

 

 

 

4


 

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

4.1

 

Golden Minerals Company Amended and Restated 2009 Equity Incentive Plan(1)

5.1

 

Opinion of Davis Graham & Stubbs LLP

23.1

 

Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)

23.2

 

Consent of PricewaterhouseCoopers LLP

23.3

 

Consent of EKS&H LLLP

23.4

 

Consent of RungePincockMinarco

23.5

 

Consent of Chlumsky, Armbrust & Meyer

24.1

 

Power of Attorney (included on signature page of this Registration Statement)

 

(1)  Incorporated by reference to our Quarterly Report on Form 10-Q filed August 6, 2014.

 

5

Exhibit 5.1

 

November 24, 2014

 

Board of Directors

Golden Minerals Company

350 Indiana Street, Suite 800

Golden, Colorado 80401

 

Re:                               Registration Statement on Form S-8 relating to 1,128,386 shares of common stock under the Golden Minerals Company Amended and Restated 2009 Equity Incentive Plan

 

Gentlemen:

 

We have acted as counsel to Golden Minerals Company, a Delaware corporation (the “Company”). This letter is being delivered in connection with the Registration Statement on Form S-8 filed by the Company on November 24, 2014 with the Securities and Exchange Commission (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”) of 1,128,386 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Golden Minerals Company Amended and Restated 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 authenticity 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 Regulation S-K under 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 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.

 

 

Very truly yours,

 

 

 

/s/ Davis Graham & Stubbs LLP

 

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 dated March 1, 2013 relating to the consolidated financial statements for the year ended December 31, 2012 which appears in the Form 10-K for the year ended December 31, 2013.

 

/s/PricewaterhouseCoopers LLP

 

Denver, Colorado

November 24, 2014

 

Exhibit 23.3

 

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 28, 2014 relating to the consolidated balance sheets of Golden Minerals Company at December 31, 2013 and the related statements of operations and comprehensive income (loss), changes in equity (deficit), and cash flows for the year ended December 31, 2013, which appear in Golden Minerals Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

 

 

 

/s/ EKS&H LLLP

 

EKS&H LLLP

 

 

Denver, Colorado

 

November 24, 2014

 

 

Exhibit 23.4

 

GRAPHIC

Professionals in resources, mining, processing, construction and the environment

www.cam-llc.com

 

CONSENT OF CHLUMSKY, ARMBRUST & MEYER

 

We hereby consent to the incorporation by reference of any mineralized material and other analyses performed by us in our capacity as an independent consultant to Golden Minerals Company (the “Company”), which are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, in this Registration Statement on Form S-8 or in any amendment to the foregoing, or to any prospectuses or amendments or supplements thereto.

 

Date: November 21, 2014

 

 

CHLUMSKY, ARMBRUST & MEYER

 

 

 

          /s/ Robert L. Sandefur

 

Name:

Robert L. Sandefur

 

Title:

Principal

 

12600 W. Colfax Ave., Suite A-140

Lakewood, Colorado 80215

Telephone: (303) 716-1617

Fax: (303) 716-3386

 

Exhibit 23.5

 

CONSENT OF RUNGEPINCOCKMINARCO

 

We hereby consent to the incorporation by reference of any mineralized material and other analyses performed by us in our capacity as an independent consultant to Golden Minerals Company (the “Company”), which are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, in this Registration Statement on Form S-8 or in any amendment to the foregoing, or to any prospectuses or amendments or supplements thereto.

 

Date: November 21, 2014

RUNGEPINCOCKMINARCO

 

     /s/ Tim J. Swendseid

 

Name:

Tim J. Swendseid

 

Title:

President, Consulting Services - Americas