As filed with the Securities and Exchange Commission on April 25, 2013
Registration No. 333-171298

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Newmont Mining Corporation
(Exact name of registrant as specified in its charter)

 
			
Delaware	 	84-1611629	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
		
6363 South Fiddlers Green Circle
Greenwood Village, Colorado	 	80111	
(Address of Principal Executive Offices)	 	(Zip Code)	
Newmont Mining Corporation
2005 Stock Incentive Plan
(Full title of the plan)

Stephen P. Gottesfeld
Executive Vice President, General Counsel and Corporate Secretary
Newmont Mining Corporation
6363 South Fiddlers Green Circle
Greenwood Village, Colorado 80111
(Name and address of agent for service)

(303) 863-7414
(Telephone number, including area code, of agent for service)

Copy to:
Laura M. Sizemore
David M. Johansen
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
Tel: (212) 819-8200
Fax: (212) 354-8113

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	 	x	  	Accelerated filer	 	¨	
Non-accelerated filer	 	¨   (Do not check if a smaller reporting company)	  	Smaller reporting company	 	¨	

 

EXPLANATORY NOTE
Newmont Mining Corporation, a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 (File No. 333-171298) filed with the Securities and Exchange Commission (the “Commission”) on December 21, 2010 (the “Prior Registration Statement”) with respect to shares of the Registrant’s common stock, par value $1.60 per share (“Common Stock”), thereby registered for offer or sale pursuant to the Newmont Mining Corporation 2005 Stock Incentive Plan (the “Prior Plan”).
The Registrant has since adopted a new equity incentive plan, the Newmont Mining Corporation 2013 Stock Incentive Compensation Plan (the “2013 Plan”), which replaced the Prior Plan as of April 24, 2013, the date the Registrant’s stockholders approved the 2013 Plan. No future awards will be made under the Prior Plan after April 24, 2013. Accordingly, the Registrant hereby deregisters 6,800,000 shares of Common Stock, which were originally registered under the Prior Registration Statement (the “Carryover Shares”) and which remain available for offer and sale under the Prior Registration Statement.
Contemporaneously with the filing of this Post-Effective Amendment No. 1, the Registrant is filing a Registration Statement on Form S-8 (the “Registration Statement”) to register the shares of Common Stock now available for offer or sale pursuant to the 2013 Plan, including but not limited to the Carryover Shares. Any shares of Common Stock previously registered under the Prior Registration Statement and not utilized as Carryover Shares will remain registered under the Prior Registration Statement.

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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on the 25 th day of April, 2013.

NEWMONT MINING CORPORATION	
		
By:	 	/s/ Stephen P. Gottesfeld	
Name:	 	Stephen P. Gottesfeld	
Title:	 	Executive Vice President, General Counsel and Corporate Secretary	
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 25 th day of April, 2013.

Signature	    	Title	
		
*	    		
Gary J. Goldberg	    	President, Chief Executive Officer and Director
(Principal Executive Officer)	
		
*	    		
Russell Ball	    	Executive Vice President and Chief Financial Officer
(Principal Financial Officer)	
		
*	    		
Christopher S. Howson	    	Vice President and Controller
(Principal Accounting Officer)	
		
*	    		
Vincent A. Calarco	    	Non-Executive Chairman of the Board	
		
*	    		
Bruce R. Brook	    	Director	
		
*	    		
J. Kofi Bucknor	    	Director	
		
*	    		
Joseph A. Carrabba	    	Director	
		
*	    		
Noreen Doyle	    	Director	
		
*	    		
Veronica M. Hagen	    	Director	
		
*	    		
Jane Nelson	    	Director	

			
*	    		
Donald C. Roth	    	Director	
		
*	    		
Simon R. Thompson	    	Director	

        *	 	By:	 	/s/ Stephen P. Gottesfeld	
	 	Name: Stephen P. Gottesfeld	
	 	    as Attorney-in-fact	

EXHIBIT INDEX

Exhibit
Number	  	Description of Documents	
		
24	  	Power of Attorney of certain officers and directors.	

Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Stephen P. Gottesfeld, Logan H. Hennessey and Nancy Lipson and each of them, each with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, in his or her name and on his or her behalf, to do any and all acts and things and to execute any and all instruments which said attorney-in-fact and agent may deem necessary or advisable to enable Newmont Mining Corporation (the “Company”) to comply with the Securities Act and any rules, regulations or requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, including, without limitation, the power and authority to sign his or her name in any and all capacities (including his or her capacity as a Director and/or Officer of the Company) to (i) the Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-171298) or such other form as may be appropriate, to be filed with the Commission, deregistering shares of common stock of the Company previously registered for issuance under the Newmont Mining Corporation 2005 Stock Incentive Plan, and (ii) any and all additional amendments to such Registration Statement, including all post-effective amendments thereto, and any and all instruments or documents filed as part of or in connection therewith; and the undersigned hereby ratifies and confirms all that said attorney-in-fact and agent shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 24 th day of April, 2013.

Signature	 	 	 	Title	
			
/s/ Gary J. Goldberg	 		 		
Gary J. Goldberg	 		 	President, Chief Executive Officer and Director
(Principal Executive Officer)	
			
/s/ Russell Ball	 		 		
Russell Ball	 		 	Executive Vice President and Chief Financial Officer
(Principal Financial Officer)	
			
/s/ Christopher S. Howson	 		 		
Christopher S. Howson	 		 	Vice President and Controller
(Principal Accounting Officer)	
			
/s/ Vincent A. Calarco	 		 		
Vincent A. Calarco	 		 	Non-Executive Chairman of the Board	
			
/s/ Bruce R. Brook	 		 		
Bruce R. Brook	 		 	Director	
			
/s/ J. Kofi Bucknor	 		 		
J. Kofi Bucknor	 		 	Director	
			
/s/ Joseph A. Carrabba	 		 		
Joseph A. Carrabba	 		 	Director	
			
/s/ Noreen Doyle	 		 		
Noreen Doyle	 		 	Director	
			
/s/ Veronica M. Hagen	 		 		
Veronica M. Hagen	 		 	Director	
			
/s/ Jane Nelson	 		 		
Jane Nelson	 		 	Director	

					
/s/ Donald C. Roth	 		 		
Donald C. Roth	 		 	Director	
			
/s/ Simon R. Thompson	 		 		
Simon R. Thompson	 		 	Director