As filed with the Securities and Exchange Commission
on January 27, 2023
Registration Statements No. 333-150982
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 4
TO FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTHERN
COPPER CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware |
|
13-3849074 |
(State or other jurisdiction of incorporation or
organization) |
|
(I.R.S. Employer Identification No.) |
| |
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|
7310 North 16th St. Suite 135
Phoenix AZ 85020 |
|
85014 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Southern Copper Corporation Directors’
Stock Award Plan
(Full title of the plan)
Copy to:
Julian Jorge Lazalde
Secretary
Southern Copper Corporation
7310 North 16th St. Suite 135
Phoenix AZ 85020
(602) 264-1375
(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, smaller reporting company, or an emerging growth company. See definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer x |
|
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.
¨
EXPLANATORY
NOTE
Southern Copper Corporation
(the "Registrant", the “Company,” “SCC,” “we,” “us” or “our”) is
filing this Post-Effective Amendment No. 4 to the Registration Statement on Form S-8, File No. 333-150982, filed with the Securities and
Exchange Commission (the "Commission") on May 16, 2008 (the "Original Registration Statement") for the sole purpose
of disclosing the five-year extension of the Directors’ Stock Award Plan (“Plan”) to January 27, 2028. In accordance
with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), we registered
128,000 shares of common stock, par value $0.01 per share, of the Company to be issued under the Plan, a stockholder approved plan.
The Original Registration Statement also covered any additional shares of common stock which became issuable under the Plan registered
pursuant to the Original Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which resulted in an increase in the number of the Registrant’s outstanding shares
of common stock. The Plan previously provided that directors who are not compensated as employees of the Company will be automatically
awarded 1,200 shares of common stock upon election and 1,200 additional shares following each annual meeting of stockholders thereafter.
The Plan expired by its terms on January 31, 2016. On January 28, 2016, the Board of Directors of the Company (“Board”)
approved, subject to stockholder approval, a one-year extension of the Plan. On January 26, 2017, the Board approved another one-year
extension of the Plan, subject to stockholder approval. The Plan extensions were approved at the Annual Meetings of Stockholders of 2016
and 2017, respectively. On January 25, 2018, the Board approved a further extension of the Plan for five years and an amendment to the
Plan to increase the number of shares of common stock to be granted to non-employee directors from 1,200 to 1,600. At the 2018 Annual
Meeting of Stockholders, the amendments to increase the award amount from 1,200
to 1,600 and the five-year extension of the Plan until January 28, 2023 were both approved. On April 22, 2021, the Board amended
the Board’s compensation so that, commencing with the second quarter 2021, eligible directors are granted 400 shares of common stock
quarterly, conditioned upon the attendance of each directors to each quarterly Board meeting. On January 27, 2022, the Board of Directors
approved, subject to stockholder approval, a further five-year extension of the Plan. At the 2022 Annual Meeting of Stockholders held
May 27, 2022, the stockholders approved such five-year extension of the Plan until January 27, 2028. At December 31, 2022, 416,800
shares of common stock have been awarded under the Plan, leaving 183,200 shares available for use after that date.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*.
Item 2. Registrant Information and Employee
Plan Annual Information.*
* The
document(s) containing the information required by Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1)
of the Securities Act. Such documents need not be filed with the Commission, either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference.
The following documents which have been filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference
herein and shall be deemed to be a part hereof:
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(c) |
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All Current Reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2022; and |
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(d) |
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The description of the Company’s Common Stock contained in the Company’ registration statement on Form 8-A dated November 9, 1995 (File No. 1-14066), filed under the Exchange Act, including any amendments thereto or reports filed for the purpose of updating such description. |
In addition, all documents subsequently filed by us with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than information that is furnished but that is deemed
not to have been filed) subsequent to the date hereof and prior to the filing of a post-effective amendment to the Registration Statement
on Form S-8, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Post-Effective Amendment No. 4 to the Registration Statement on Form S-8 and made a
part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred to as
“Incorporated Documents”).
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Post-Effective Amendment No. 4 to the Registration Statement to the extent that a statement
contained herein or in any other subsequently filed Incorporated Document 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 Post-Effective Amendment
No. 4 to the Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts
and Counsel.
Not applicable.
Item 6. Indemnification of Directors
and Officers.
Section 102(b)(7) of the Delaware General Corporation Law,
or DGCL, enables a corporation in its certificate of incorporation or an amendment thereto, to eliminate or limit the personal liability
of a director to the corporation or its stockholders for monetary damages for violation of the director’s fiduciary duty, except
(i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the
DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for
any transaction from which a director derived an improper personal benefit. Our amended and restated certificate of incorporation, as
amended, provides for such limitations on liability for its directors to the fullest extent permitted by Delaware law.
Section 145 of the DGCL provides that a corporation may indemnify
any person who is or was a director, officer, employee or agent of a corporation against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of being or having been in any such capacity,
if he acted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action, or proceeding, had no reasonable cause to believe his conduct was unlawful, except that with respect to
an action brought by or in the right of the corporation, such indemnification is limited to expenses (including attorneys fees) and court
approval is required before there can be any indemnification where the person seeking indemnification has been found liable to the corporation.
Section 145 of the DGCL provides that it is not exclusive of other indemnification that may be granted by a corporation’s charter,
by-laws, disinterested director vote, stockholder vote, agreement or otherwise. Our amended and restated certificate of incorporation
and our by-laws, as amended, provide that the Company must indemnify its directors and officers to the fullest extent permitted by Delaware
law and as provided in our by-laws.
Our by-laws provide indemnification rights to any of our officers or
directors who, by reason of the fact that he or she is one of our officers or directors, is involved in a legal proceeding of any nature
if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. Such indemnification
rights will include reimbursement for expenses incurred by such officer or director in advance of the final disposition of such proceeding
in accordance with the applicable provisions of Delaware law. Our by-laws provide that we may arrange for insurance covering such liabilities
and expenses arising from actions or omissions of a director or officer in his or her capacity as a corporate agent as is obtainable and
is reasonable and appropriate in cost and amount. The Company currently maintains liability insurance for its directors and officers.
Item 7. Exemption from Registration
Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as part of
this Post-Effective Amendment No. 4 to the Registration Statement:
Exhibit
No. |
|
Exhibit |
| 4.1 and 4.2 |
|
a) Amended and Restated Certificate of Incorporation,
filed on October 11, 2005. (Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the third
quarter of 2005 and incorporated herein by reference).(b) Certificate of Amendment of Amended and Restated Certificate of
Incorporation dated May 2, 2006. (Filed as Exhibit 3.1 to Registration Statement on Form S-4, File
No. 333-135170) filed on June 20, 2006 and incorporated herein by reference).(c) Certificate of Amendment of Amended
and Restated Certificate of Incorporation dated May 28, 2008. (Filed as Exhibit 3.1 to the Company’s Quarterly
Report on Form 10-Q for the second quarter of 2008 and incorporated herein by reference).* |
| |
|
By-Laws, as last amended on January 27, 2022. (Filed as Exhibit 3.2 to the Company’s 2022 Annual Report on Form 10-K incorporated herein by reference).* |
| 4.3 |
|
Directors’ Stock Award Plan as extended to January 27, 2028** |
| 15 |
|
Letter of Registered Public Accounting Firm (Galaz, Yamazaki, Ruiz Urquiza, S.C. - Member of Deloitte Touche Tohmatsu, Limited) regarding unaudited financial statements** |
| 23.2 |
|
Consent of Registered Public Accounting Firm (Galaz, Yamazaki, Ruiz Urquiza, S.C. - Member of Deloitte Touche Tohmatsu, Limited)** |
| 24.1 |
|
Powers of Attorney (included on the signature pages to the Registration Statement)**
|
| | |
*Incorporated
by reference
**Filed herewith |
Item 9. Undertakings.
The Company hereby undertakes:
| (1) |
| 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(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;
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provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Company pursuant to
Section 13 or 15(d) of the Securities Exchange Act that are incorporated by reference in the registration
statement. |
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(2) |
|
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. |
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(3) |
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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. |
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(4) |
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For purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 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. |
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(5) |
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities
Act, the 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. 4 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized on January 27, 2023.
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SOUTHERN COPPER CORPORATION |
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By: |
/S/ Julian Jorge Lazalde |
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Julian Jorge Lazalde
|
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Secretary |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Julian Jorge Lazalde and/or Andres. C. Ferrero and/or Raul Jacob and each of them,
as true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for them and in their name, place
and stead, in any and all capacities, to sign one or more registration statements on Form S-8 and any and all amendments (including
pre-effective and post-effective amendments) to one or more registration statements on Form S-8 and any additional registration statements
filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U.S. Securities and Exchange Commission (“Commission”), and generally to do all
such things in their names and in behalf of their capacities as officers and directors of Southern Copper Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of the 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 or she might or could do in person, ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done
by virtue hereof. This Power of Attorney shall remain in full force and effect until revoked or superseded by written notice filed with
the Commission.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 4 to Registration Statement on Form S-8 has been signed below by the following
persons on January 27, 2023.
| Signatures of Officers |
|
Title |
| |
|
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| /S/ Oscar González Rocha |
|
President, Chief Executive Officer and Director |
| Oscar González Rocha |
|
(Principal Executive Officer) |
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| /S/ Raul Jacob |
|
Vice President, Finance and Chief Financial Officer |
| Raul Jacob |
|
(Principal Financial Officer) |
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| /S/ Lina Vingerhoets |
|
Comptroller (Principal Accounting Officer) |
| Lina Vingerhoets |
|
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| Signatures of Directors |
|
Title |
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|
|
|
|
| Germán Larrea Mota-Velasco |
|
Director |
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/S/ Vicente Ariztegui Andreve |
|
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| Vicente Ariztegui Andreve |
|
Director |
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| /S/ Enrique Castillo Sánchez Mejorada |
|
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| Enrique Castillo Sánchez Mejorada |
|
Director |
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/S/ Leonardo Contreras Lerdo de Tejada |
|
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| Leonardo Contreras Lerdo de Tejada |
|
Director |
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| Xavier García de Quevedo Topete |
|
Director |
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/S/ Luis Miguel Palomino Bonilla |
|
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| Luis Miguel Palomino Bonilla |
|
Director |
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| /S/ Gilberto Perezalonso Cifuentes |
|
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| Gilberto Perezalonso Cifuentes |
|
Director |
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| /S/ Carlos Ruiz Sacristán |
|
|
| Carlos Ruiz Sacristán |
|
Director |
INDEX TO EXHIBITS
Exhibit
No. |
|
Exhibit |
| 4.1 and 4.2 |
|
a) Amended and Restated Certificate of Incorporation,
filed on October 11, 2005. (Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the third quarter
of 2005 and incorporated herein by reference).(b) Certificate of Amendment of Amended and Restated Certificate of Incorporation
dated May 2, 2006. (Filed as Exhibit 3.1 to Registration Statement on Form S-4, File No. 333-135170) filed on June 20,
2006 and incorporated herein by reference).(c) Certificate of Amendment of Amended and Restated Certificate of Incorporation dated
May 28, 2008. (Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the second quarter of 2008
and incorporated herein by reference).*
|
| |
|
By-Laws, as last amended on January 27, 2022. (Filed as Exhibit 3.2 to the Company’s 2022 Annual Report on Form 10-K incorporated herein by reference).* |
| 4.3 |
|
Directors’ Stock Award Plan as extended to January 27, 2028** |
| 15 |
|
Letter of Registered Public Accounting Firm (Galaz, Yamazaki, Ruiz Urquiza, S.C. - Member of Deloitte Touche Tohmatsu, Limited) regarding unaudited financial statements** |
| 23.2 |
|
Consent of Registered Public Accounting Firm (Galaz, Yamazaki, Ruiz Urquiza, S.C. - Member of Deloitte Touche Tohmatsu, Limited)** |
| 24.1 |
|
Powers of Attorney (included on the signature pages to this Post-Effective Amendment to Registration Statement).** |
| | |
*Incorporated
by reference
**Filed herewith |
Exhibit 4.3
DIRECTORS’ STOCK AWARD PLAN
Approved by the Stockholders at the 2022 Annual
Meeting of Stockholders)
1. Purpose
The purposes of the Directors’ Stock Award Plan (the
“Plan”) are (a) to attract and retain highly qualified individuals to serve as members of the Board of Directors (the
“Board”) of Southern Copper Corporation (the “Company”), (b) to increase the stock ownership in the Company
of members of the Board who are not compensated as employees and (c) to relate the compensation of members of the Board who are not
compensated as employees more closely to the Company’s performance and its shareholders’ interest by granting such
directors shares of common stock, par value $0.01 per share, of the Company (the “Shares”).
2. Administration
The Plan shall be administered by the Board. Subject to the provisions
of the Plan, the Board shall be authorized to interpret the Plan, to establish, amend, and rescind any rules and regulations relating
to the Plan and to make all other determinations necessary or advisable for the administration of the Plan; provided, however, that the
Board shall have no discretion with respect to the selection of directors to receive awards of Shares or the number of Shares to be awarded.
The determinations of the Board in the administration of the Plan, as described herein, shall be final and conclusive. The Secretary
of the Company shall be authorized to implement the Plan in accordance with its terms and to take such actions of a ministerial nature
as shall be necessary to effectuate the intent and purposes thereof. The validity, construction and effect of the Plan and any rules
and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware.
3. Eligibility
The class of individuals eligible to receive awards of Shares under
the Plan shall be directors of the Company who are not compensated as employees of the Company (“Eligible Directors”). Any
recipient of an award granted hereunder shall hereinafter be referred to as a “Participant”.
4. Shares
Subject to the Plan
Subject to adjustment as provided in Section 6, an aggregate of 194,800
Shares shall be available for awards under the Plan. The Shares may be made available from authorized but unissued shares or treasury
shares. If any stock awards under the Plan shall be foregone or returned to the Company for any reason, the Shares subject to such
award shall again be available for awards.
5. Grant,
Stock Awards
(a) Upon first election to the Board after
September 1, 1995, each newly elected Eligible Director will be granted 1,600 Shares.
(b) Eligible Directors
will be entitled to receive a total of 1,600 Shares annually, paid 400 shares per quarter, conditioned upon the attendance by each Director
to each quarterly Board meeting.
(c) An Eligible Director may forego any
grant of Shares by giving irrevocable written notice to such effect to the Secretary of the Company six months in advance of such grant.
6. Adjustment
of and Changes in Shares
In the event of a stock split, stock dividend, extraordinary dividend,
subdivision or combination of the Shares or other change in corporate structure affecting the Shares, the number of Shares authorized
by the Plan and the number of Shares to be granted under Section 5 shall be appropriately and equitably adjusted.
7. Withholding
of Taxes and Other Laws
The Company shall be authorized to withhold from any payment due under
this Plan the amount of withholding taxes, if any, due in respect of an award hereunder, unless other provisions satisfactory to the Company
shall have been made for the payment of such taxes.
The Board may refuse to issue or transfer any Shares if, acting in
its sole discretion, it determines that the issuance or transfer of such Shares might violate any applicable law or regulation or entitle
the Company to recover the same under Section 16(b) of the Securities Exchange Act of 1934, as amended. Without limiting the generality
of the foregoing, no award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall
be outstanding, unless and until the Board in its sole discretion has determined that any such offer, if made, would be in compliance
with all applicable requirements of the U.S. federal securities laws.
8. Effective
Date and Duration of Plan
The Plan became effective on January 1, 1996 on
the effective date of the exchange of the Company’s Shares for certain labor shares of the Peruvian Branch of Southern Peru Limited
(the “Exchange Offer”), subject to the completion of such Exchange Offer. The Plan was extended subject to stockholder
approval until January 31, 2016. The Plan was then extended subject to stockholder approval until January 30, 2017. The Plan was further
amended to terminate on January 29, 2018. The Plan was further amended to terminate on January 28, 2023. The Plan was further amended
to terminate on January 27, 2028, unless the Plan is extended or terminated at an earlier date by Shareholders or is terminated by exhaustion
of the Shares available for issuance hereunder.
Exhibit 15
 |
Galaz,
Yamazaki,
Ruiz Urquiza, S.C. |
| Paseo
de la Reforma 505, piso 28 Colonia Cuauhtémoc |
| 06500
Ciudad de México México |
| Tel:
+52 (55) 5080 6000 |
| www.deloitte.com/mx |
To the Board of Directors and Stockholders of Southern Copper Corporation
7310 North 16th St. Suite 135
Phoenix AZ 85020
We are aware that our report dated October 31, 2022,
on our review of interim financial information of Southern Copper Corporation appearing in Southern Copper Corporation’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2022 is incorporated by reference in this Registration Statement (No. 333-150982).
Galaz, Yamazaki, Ruiz Urquiza, S.C.
Member of Deloitte Touche Tohmatsu
Limited
C.P.C. Paulina Ramos Ramirez
Mexico City, Mexico
January 26, 2023
Deloitte se refiere a Deloitte Touche
Tohmatsu Limited, sociedad privada de responsabilidad limitada en el Reino Unido, y a su red de firmas miembro, cada una de ellas como
una entidad legal única e independiente. Conozca en www.deloitte.com/mx/conozcanos la descripción detallada de la estructura
legal de Deloitte Touche Tohmatsu Limited y sus firmas miembro.
