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Section 1: S-8 (FORM S-8)

hl20190531_s8.htm

 

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 2019

REGISTRATION NO. 333-            

 

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 


 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 


 

HECLA MINING COMPANY

(Exact name of registrant as specified in its charter)

 

 


 

Delaware

  

77-0664171

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815-9408

(Address of principal executive offices)

 

HECLA MINING COMPANY 2010 STOCK INCENTIVE PLAN

(Full title of the plan)

 

David C. Sienko

Vice President and General Counsel

Hecla Mining Company

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815-9408

(208) 769-4100

(Name, address, 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

       

Non-accelerated filer

☐  (Do not check if a smaller reporting company)

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.  ☐

 

 


 

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

 

Amount of
registration fee

Common Stock, $0.25 par value

 

19,943,545

 

$1.30

 

$25,926,609

 

$3,142.31

 

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933 this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Hecla Mining Company Capital Accumulation Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increased the number of the Registrant’s outstanding shares of common stock.

(2)

The Proposed Maximum Offering Price Per Share of $1.30 per share is estimated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee and is based on the average of the high and low sales price of a share of Hecla Mining Company’s common stock as reported on the New York Stock Exchange on May 30, 2019 (within 5 business days prior to filing this Registration Statement).

 



 

1

 

 

REGISTRATION OF ADDITIONAL SECURITIES

 

This Registration Statement on Form S-8 registers an additional 19,943,545shares of the common stock, par value $0.25 per share (“Common Stock”), of Hecla Mining Company (the “Company”) that may be offered and sold under the Hecla Mining Company 2010 Stock Incentive Plan (the “Plan”). These shares are in addition to the shares previously registered on the Company’s Registration Statements on Form S-8 with respect to the Plan filed with the Securities and Exchange Commission on August 24, 2010 (Registration No. 333-169030 registering 20,000,000 shares) (the “Prior Registration Statement”), of which 56,455 remain unissued. This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates and is filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction E, the Company hereby incorporates by reference herein the contents of the Prior Registration Statement and hereby deems such content to be a part hereof, except as otherwise updated or modified by this Registration Statement.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  

 

Item 8.

Exhibits.

 

3.1

Restated Certificate of Incorporation of the Registrant. Filed as exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (File No. 1-8491) and incorporated herein by reference.

 

2

 

 

3.2

Bylaws of the Registrant as amended to date. Filed as exhibit 3.1 to Registrant's Current Report on Form 8-K filed on August 22, 2014 (File No. 1-8491), and incorporated herein by reference.

   

4.1

Designations, Preferences and Rights of Series B Cumulative Convertible Preferred Stock of the Registrant. Included as Annex II to Restated Certificate of Incorporation of Registrant. Filed as exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (File No. 1-8491) and incorporated herein by reference.

   

4.2(a)

Indenture dated as of April 12, 2013 among Hecla Mining Company, as Issuer, certain subsidiaries of Hecla Mining Company, as Guarantors thereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee. Filed as exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on April 15, 2013 (File No. 1-8491), and incorporated herein by reference.

   

4.2(b)

Supplemental Indenture dated as of April 14, 2014 among Hecla Mining Company, as Issuer, certain subsidiaries of Hecla Mining Company, as Guarantors thereto, and the Bank of New York Mellon Trust Company, N.A., as Trustee. Filed as exhibit 4.2 to Registrant's registration statement on Form S-3ASR filed on April 14, 2014 (Registration No. 333-195246), and incorporated herein by reference.
   

4.3(c)

Supplemental Indenture dated August 5, 2015, among Revett Mining Company, Inc., Revett Silver Company, Troy Mine, Inc., RC Resources, Inc., Revett Exploration, Inc., and Revett Holdings, Inc., as Guaranteeing Subsidiaries, and The Bank of New York Mellon Trust Company, N.A., as Trustee. Filed as exhibit 4.2 (d) to Registrant's Form 10-K for the year ended December 31, 2015 (File No. 1-8491), and incorporated herein by reference.

   

4.3(d)

Supplemental Indenture dated October 26, 2016, among Mines Management Inc., Newhi, Inc., Montanore Minerals Corp., as Guaranteeing Subsidiaries, and The Bank of New York Mellon Trust, N.A., as Trustee. Filed as exhibit 4.2(e) to Registrant’s Form 10-K for the year ended December 31, 2016 (File No. 1-8491), and incorporated herein by reference.

   

4.3(e)

Supplemental Indenture, dated November  30, 2018, among Hecla Mining Company, as Issuer, certain subsidiaries of Hecla Mining Company, as Guarantors thereto, and The Bank of New York Mellon Trust, N.A., as Trustee. Filed as exhibit 4.2(e) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 1-8491), and incorporated herein by reference.

   

4.4

Hecla Mining Company 2010 Stock Incentive Plan (Amended and restated as of May 23, 2019). Filed as exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on May 28, 2019 (File No. 1-8491) and incorporated herein by reference.

   

5.1

Opinion of David C. Sienko as to the legality of the securities being registered.*

   

23.1

Consent of BDO USA, LLP.*

   

23.2

Consent of David C. Sienko (included in Exhibit 5.1)*

   

23.3

Consent of Roscoe Postle Associates Inc.*

   

23.4

Consent of Amec Foster Wheeler E&C Services, Inc.*

   

23.5

Consent of PricewaterhouseCoopers LLP*

   

24.1

Powers of Attorney (set forth on the signature page of this registration statement).*

 

* Filed herewith

 

3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coeur d’Alene, State of Idaho, on June 3, 2019.

 

 

HECLA MINING COMPANY

 

 

   
 

/s/ David C. Sienko

 

David C. Sienko

 

Vice President and General Counsel

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby severally and individually constitutes and appoints David C. Sienko and Michael L. Clary and each of them severally, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments (including post-effective amendments) to this Registration Statement, and all instruments necessary or advisable in connection therewith and to file the same with the Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments. This Power of Attorney has been signed on June 3, 2019 by the following persons in the respective capacities indicated below.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 3rd day of June, 2019.

 

Signature

  

Title

   

/s/ Phillips S. Baker, Jr.

  

 

Phillips S. Baker, Jr.

  

Chief Executive Officer,

President and Director (principal executive officer)

   

/s/ Lindsay A. Hall

  

 

Lindsay A. Hall

  

Senior Vice President and Chief Financial Officer

(principal financial and accounting officer)

   

/s/ Ted Crumley

  

 

Ted Crumley

  

Director

   

/s/ George R. Nethercutt, Jr.

  

 

George R. Nethercutt, Jr.

  

Director

   

/s/ Terry V. Rogers

  

 

Terry V. Rogers

  

Director

   

/s/ Charles B. Stanley

  

 

Charles B. Stanley

  

Director

 

4

 

 

/s/ Stephen F. Ralbovsky    

Stephen F. Ralbovsky

  

Director

   
/s/ George R. Johnson    

George R. Johnson

  

Director

   
/s/ Catherine J. Boggs    

Catherine J. Boggs

  

Director

 

5

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Section 2: EX-5.1 (EXHIBIT 5.1)

ex_146270.htm

EXHIBIT 5.1

 

June 3, 2019

 

Hecla Mining Company

6500 North Mineral Drive

Suite 200

Coeur d’Alene, Idaho 83815-9408

 

Hecla Mining Company

 

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

I am Vice President and General Counsel for Hecla Mining Company, a Delaware corporation (the “Company”). I have acted as counsel to the Company in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) that is being filed with the Securities and Exchange Commission and relates to the issuance of up to 19,943,545 shares of common stock of the Company (the “Shares”) available for issuance in connection with the Hecla Mining Company 2010 Stock Incentive Plan (the “Plan”).

 

In connection with this opinion, I have examined and am familiar with: (1) the Company’s Certificate of Incorporation and Bylaws, as currently in effect; (2) the Plan; (3) the Registration Statement; and (4) such resolutions of the Company’s Board of Directors and other corporate records, documents and instruments as in my opinion are necessary or relevant as the basis for the opinions expressed below.

 

Based upon and subject to the foregoing, I am of the opinion that when issued, delivered and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid, and non-assessable.

 

I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and all references to me in the Registration Statement.

 

 

Very truly yours,

 

/s/ David C. Sienko

 

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Section 3: EX-23.1 (EXHIBIT 23.1)

ex_146271.htm

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

Hecla Mining Company

Coeur D’Alene, Idaho

 

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our reports dated February 21, 2019, relating to the consolidated financial statements and the effectiveness of Hecla Mining Company’s internal control over financial reporting appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

/s/ BDO USA, LLP

Spokane, Washington

 

June 3, 2019

 

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Section 4: EX-23.3 (EXHIBIT 23.3)

ex_146272.htm

Exhibit 23.3

 

THIRD PARTY REVIEWER CONSENT

 

We consent to the reference to us in the Annual Report on Form 10-K for the year ended December 31, 2018 and the incorporation by reference of such report in the Prospectus constituting a part of this Registration Statement on Form S-8 of Hecla Mining Company. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission.

 

Date: June 3, 2019

 

/s/ Deborah A. McCombe, P.Geo.

 

President and CEO

Roscoe Postle Associates Inc.

 

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Section 5: EX-23.4 (EXHIBIT 23.4)

ex_146273.htm

Exhibit 23.4

 

THIRD PARTY REVIEWER CONSENT

 

We consent to the reference to us in the Annual Report on Form 10-K for the year ended December 31, 2018 and the incorporation by reference of such report in the Prospectus constituting a part of this Registration Statement on Form S-8 of Hecla Mining Company. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission.

 

Date: June 3, 2019

 

On behalf of Amec Foster Wheeler E&C Services, Inc.

 

/s/ Edward J.C. Orbock III

 

US Manager, Consulting

Amec Foster Wheeler E&C Services, Inc. (a Wood. company)

 

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Section 6: EX-23.5 (EXHIBIT 23.5)

ex_146274.htm

Exhibit 23.5

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Hecla Mining Company of our report dated March 14, 2018, relating to the consolidated financial statements of Klondex Mines Ltd., which appears in the Current Report on Form 8-K of Hecla Mining Company filed on July 24, 2018.

 

/s/ PricewaterhouseCoopers LLP

 

Vancouver, British Columbia

Canada

June 3, 2019

 

 

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