t73179j_s8pos.htm
As filed with the Securities and Exchange Commission on April 19, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT NO. 333-110208
Under the
Securities Act of 1933
KINROSS GOLD CORPORATION
(Exact name of registrant as specified in its charter)
|
Ontario, Canada
(State or other jurisdiction of
incorporation or organization)
|
650430083
(I.R.S. Employer
Identification No.)
|
25 York Street, 17th Floor
Toronto, Ontario, Canada M5J 2V5
Telephone: (416) 365-5123
(Address of Principal Executive Offices)
Echo Bay Mines Ltd. Share Incentive Plan
Echo Bay Mines Ltd. Director Equity Plan
TVX Gold Inc. Stock Option Plan
(Full title of the plan)
|
Shelley M. Riley
Kinross Gold Corporation
25 York Street, 17th Floor
Toronto, Canada M5J 2V5
(416) 365-5123
Telecopy: (416) 363-6622
|
Copy to:
Keith L. Pope, Esq.
Parr Brown Gee & Loveless
185 South State Street, Suite 800
Salt Lake City, Utah 84111
(801) 532-7840
Telecopy: (801) 532-7750
(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, 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. (Check one):
Large accelerated filer þ Accelerated filer o
Non-accelerated filer o Smaller reporting company o
(Do not check if a smaller reporting company)
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to Registration Statement on Form S-8, No. 333-110208 (the “Registration Statement”) of Kinross Gold Corporation (the “Company” or the “Registrant”) is being filed to terminate the effectiveness of the Registration Statement and to deregister all unsold securities reserved for issuance and registered for sale under the Echo Bay Mines Ltd. Share Incentive Plan, the Echo Bay Mines Ltd. Director Equity Plan, and the TVX Gold Inc. Stock Option Plan (collectively, the “Plans”). The Plans have expired by their terms and all stock options and other awards granted thereunder or governed thereby have either been exercised or have expired unexercised. The Registrant is filing this Post-Effective Amendment to terminate the effectiveness of the Registration Statement and to remove from registration all securities that remain unsold at the termination of the offering through the Plans.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Toronto, Province of Ontario, Canada, on April 19, 2012.
| |
KINROSS GOLD CORPORATION
|
| |
|
| |
|
| |
/s/ Shelley M. Riley |
| |
Name: |
Shelley M. Riley |
| |
Title: |
Vice President, Office Services and Corporate Secretary |
| |
|
| |
|
| |
/s/ Keith L. Pope |
| |
Keith L. Pope
|
| |
Authorized Representative in the United States
|
POWER OF ATTORNEY
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. Each person whose signature to this Registration Statement appears below has previously, or hereby constitutes and appoints Shelley M. Riley as his or her true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his or her behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file all amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as part of or in connection with this Registration Statement or the amendments thereto and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his or her substitutes, shall do or cause to be done by virtue hereof. The original power of attorney appointing Shelley M. Riley was included in the initial Registration Statement.
|
/s/ Tye W. Burt
|
Chief Executive Officer and President and Director
(Principal Executive Officer)
|
April 19, 2012
|
|
Tye W. Burt
|
|
|
|
|
Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
April 19, 2012
|
|
Paul H. Barry
|
|
|
|
|
Director
|
April 19, 2012
|
|
John A. Brough
|
|
|
|
|
Director
|
April 19, 2012
|
|
John K. Carrington
|
|
|
|
|
Director
|
April 19, 2012
|
|
Kenneth Irving
|
|
|
|
|
Director
|
April 19, 2012
|
|
John M.H. Huxley
|
|
|
|
|
Director
|
April 19, 2012
|
|
John A. Keyes
|
|
|
/s/ Catherine McLeod-Seltzer
|
Director
|
April 19, 2012
|
|
Catherine McLeod-Seltzer
|
|
|
|
|
Director
|
April 19, 2012
|
| George A. Michals |
|
|
|
/s/ John E. Oliver
|
Director
|
April 19, 2012
|
|
John E. Oliver
|
|
|
| /s/ Terence C.W. Reid |
Director
|
April 19, 2012
|
|
Terence C.W. Reid
|
|
|
4