Registration No. 333-
As filed with the Securities and Exchange Commission on November 5, 2003
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NEWMONT MINING CORPORATION NEWMONT USA LIMITED
(Exact name of Registrant as (Exact name of Registrant as
specified in its charter) specified in its charter)
Delaware Delaware
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
84-1611629 13-2526632
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1700 Lincoln Street 1700 Lincoln Street
Denver, Colorado 80203 Denver, Colorado 80203
(303) 863-7414 (303) 863-7414
(Address, including zip code, and (Address, including zip code, and
telephone number, including telephone number, including area
area code, of Registrant's principal code, of Registrant's principal
executive offices) executive offices)
Britt D. Banks, Esq.
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
(303) 863-7414
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Maureen Brundage, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
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Approximate date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| 333-87100
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate offering Amount of
Securities to be registered registered (1) per unit (1) price (1) registration fee(1)
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Common Stock (and associated
Preferred Stock Purchase Rights) (2) $102,400,000 100% $102,400,000 US$8,284.16
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(2) The registrant has previously registered securities with a maximum initial
offering price of $1,000,000,000 pursuant to registration statement on Form
S-3 (Registration No. 333-87100), as amended, and certain predecessor
registration statements (collectively the "Shelf Registration Statement").
As of the date of this registration statement, the aggregate initial
offering price of securities which remain to be issued pursuant to the
Shelf Registration Statement is $1,000,000,000.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to register an additional $102,400,000
aggregate offering price of our common stock, par value $1.60 per share. In
accordance with Rule 462(b), this Registration Statement incorporates by
reference the contents of the Newmont Mining Corporation and Newmont Mining USA
Registration Statement on Form S-3 (Registration No. 333-87100) filed on April
26, 2002, as amended by Amendment No. 1 filed on June 19, 2002, Amendment No. 2
filed on April 23, 2003 and Amendment No. 3 filed on October 27, 2003, and which
was declared effective on October 31, 2003 by the Securities and Exchange
Commission (the "Commission"), including the exhibits and power of attorney
thereto and each of the documents filed by the Registrants with the Commission
and incorporated or deemed to be incorporated by reference therein.
EXHIBITS
Exhibit
Number Description of Documents
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5 Opinion of White & Case LLP.
23.1 Consent of PricewaterhouseCoopers LLP re: Annual Report on Form 10-K/A
for the year ended December 31, 2002.
23.2 Consent of PricewaterhouseCoopers LLP re: Amendment to Annual Report
on Form 10-K/A for the year ended December 31, 2001 filed on
March 20, 2003.
23.3 Consent of PricewaterhouseCoopers LLP re: Current Report on
Form 8-K/A filed on April 15, 2003
23.4 Consent of PricewaterhouseCoopers LLP re: Nusa Tengarra
Partnership V.O.F. - Annual Report on Form 10-K/A for the
year ended December 31, 2002.
23.5 Consent of PricewaterhouseCoopers LLP re: Nusa Tengarra
Partnership V.O.F. - Amendment to Annual Report on Form 10-K/A
for the year ended December 31, 2001 filed on March 20, 2003.
23.6 Consent of Deloitte Touche Tohmatsu.
23.7 Consent of White & Case LLP (included in Exhibit 5).
23.8 Consent of Behre Dolbear & Company, Inc.
24.1 Power of Attorney of certain officers and directors of
Newmont Mining Corporation.*
24.2 Power of Attorney of certain officers and directors of
Newmont USA Limited.*
24.3 Power of Attorney of the principal accounting officer of
Newmont Mining Corporation.*
24.4 Power of Attorney of the principal accounting officer of
Newmont USA Limited.*
24.5 Power of Attorney of a director of Newmont USA Limited.*
24.6 Power of Attorney of the principal financial officer of
Newmont Mining Corporation. *
24.7 Power of Attorney of certain officers and directors of
Newmont USA Limited.*
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* Previously filed with Registration Statement on Form S-3, Registration No.
333-87100
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement on Form S-3
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Denver, State of Colorado, on the 5th day of November, 2003.
NEWMONT MINING CORPORATION
By /s/ Bruce Hansen
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Bruce Hansen
Senior Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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Glen A. Barton Director November 5, 2003
*
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Vincent A. Calarco Director November 5, 2003
*
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James T. Curry, Jr. Director November 5, 2003
*
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Joseph P. Flannery Director November 5, 2003
*
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Michael S. Hamson Director November 5, 2003
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Leo I. Higdon, Jr. Director November 5, 2003
*
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Pierre Lassonde President and Director November 5, 2003
*
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Robert J. Miller Director November 5, 2003
*
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Wayne W. Murdy Chairman of the Board and Chief November 5, 2003
Executive Officer
(Principal Executive Officer)
*
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Robin A. Plumbridge Director November 5, 2003
*
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John B. Prescott Director November 5, 2003
II-2
*
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Michael K. Reilly Director November 5, 2003
*
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Seymour Schulich Director November 5, 2003
*
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James V. Taranik Director November 5, 2003
/s/ Bruce D. Hansen
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Bruce D. Hansen Senior Vice President and Chief November 5, 2003
Financial Officer
(Principal Financial Officer)
*
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David W. Peat Vice President and Global Controller November 5, 2003
(Principal Accounting Officer)
*By /s/ Bruce D. Hansen
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Bruce D. Hansen
As Attorney-in-fact
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement on Form S-3
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Denver, State of Colorado, on the 5th day of November, 2003.
NEWMONT USA LIMITED
By /s/ Thomas P. Mahoney
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Thomas P. Mahoney
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
*
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David H. Francisco Chairman of the Board and November 5, 2003
Director
*
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Britt D. Banks Vice President, General Counsel, November 5, 2003
Secretary and Director
/s/ Bruce D. Hansen
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Bruce D. Hansen Director November 5, 2003
*
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Richard M. Perry President and Director November 5, 2003
(Principal Executive Officer)
*
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Thomas P. Mahoney Vice President and Treasurer November 5, 2003
(Principal Financial Officer)
*
---------------------- Vice President and Global Controller November 5, 2003
David W. Peat (Principal Accounting Officer)
*By /s/ Bruce D. Hansen
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Bruce D. Hansen
As Attorney-in-fact
II-4
EXHIBIT INDEX
Exhibit
Number Description of Documents
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5 Opinion of White & Case LLP.
23.1 Consent of PricewaterhouseCoopers LLP re: Annual Report on
Form 10-K/A for the year ended December 31, 2002.
23.2 Consent of PricewaterhouseCoopers LLP re: Amendment to
Annual Report on Form 10-K/A for the year ended December 31, 2001
filed on March 20, 2003.
23.3 Consent of PricewaterhouseCoopers LLP re: Current Report on
Form 8-K/A filed on April 15, 2003
23.4 Consent of PricewaterhouseCoopers LLP re: Nusa Tengarra
Partnership V.O.F. - Annual Report on Form 10-K/A for the
year ended December 31, 2002.
23.5 Consent of PricewaterhouseCoopers LLP re: Nusa Tengarra
Partnership V.O.F. - Amendment to Annual Report on Form 10-K/A
for the year ended December 31, 2001 filed on March 20, 2003.
23.6 Consent of Deloitte Touche Tohmatsu.
23.7 Consent of White & Case LLP (included in Exhibit 5)
23.8 Consent of Behre Dolbear & Company, Inc.
24.1 Power of Attorney of certain officers and directors of
Newmont Mining Corporation.*
24.2 Power of Attorney of certain officers and directors of
Newmont USA Limited.*
24.3 Power of Attorney of the principal accounting officer of
Newmont Mining Corporation.*
24.4 Power of Attorney of the principal accounting officer of
Newmont USA Limited.*
24.5 Power of Attorney of a director of Newmont USA Limited.*
24.6 Power of Attorney of the principal financial officer of
Newmont Mining Corporation. *
24.7 Power of Attorney of certain officers and directors of
Newmont USA Limited.*
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* Previously filed with Registration Statement on Form S-3, Registration
No. 333-87100