SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AGNICO-EAGLE MINES LIMITED
(Exact Name of Registrant as Specified in Its Charter)
Ontario, Canada Not Applicable
(State of Incorporation or Organization) (IRS Employer Identification No.)
145 King Street East, Suite 500, Toronto, Ontario, Canada M5C 2Y7
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. |_| the following box. |X|
Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Warrants
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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Information with respect to the Warrants incorporated herein by
reference to the section captioned "Details of the Offering - Warrants" in the
Registration Statement on Form F-10, as amended (File No. 333-100850),
originally filed under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission (the "Commission") on October 30, 2002.
Item 2. Exhibits.
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The securities described herein are to be registered on Nasdaq National
Market, on which no other securities of the Registrant are registered.
Accordingly, the following exhibits required in accordance with Part II to the
instructions as to Exhibits to Form 8-A have been or will be duly filed with the
Nasdaq National Market.
Exhibit
Number Exhibit
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1. Registrant's Registration Statement on Form F-10 incorporated by
reference to the Registrant's Form F-10 (File No. 333-100850) filed on
October 30, 2002.
2. Form of Warrant Indenture incorporated by reference to Exhibit 7.2 to
the Registrant's Form F-10, as amended (File No. 333-100850) filed on
October 30, 2002.
3. Text of Warrant Certificate.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: November 6, 2002.
AGNICO-EAGLE MINES LIMITED
By: /s/ David Garofalo
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David Garofalo
Vice President, Finance and
Chief Financial Officer
Text for Warrant Certificate
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THIS CERTIFIES that, for value received, the holder hereof, is the registered
holder of the number of common share purchase warrants (the "Warrants") stated
above and is entitled at any time at or after the date hereof and prior to 5:00
p.m. (Toronto time) on November 14, 2007 (the "Expiry Time") to purchase in
accordance with the provisions of the Indenture (as defined below) one common
share (a "Common Share") of Agnico-Eagle Mines Limited (the "Company") for each
such Warrant represented hereby at a price of U.S.$19.00 per Common Share (the
"Exercise Price") by surrendering to Computershare Trust Company of Canada (the
"Trustee) at its principal office in the City of Toronto, Ontario or at the
principal office of Computershare USA Inc. (the "U.S. Agent") in the Borough of
Manhattan, City of New York, New York this certificate together with an executed
exercise form (the "Exercise Form") in the form of the attached Exercise Form or
any other written notice in a form satisfactory to the applicable Trustee, in
either case duly completed and executed, and a certified cheque, bank draft or
money order payable at par to or to the order of Agnico-Eagle Mines Limited in
the amount equal to the exercise price multiplied by the number of Common Shares
subscribed for; provided that unless the holder has surrendered the Warrants
represented hereby for exercise pursuant to the provisions hereof and of the
Indenture on or prior to the Expiry Time, the Warrants represented hereby shall
be void and of no effect.
Upon the exercise of the Warrants evidenced hereby, the Company shall cause to
be issued to the person(s) in whose name(s) the Common Shares so subscribed for
are to be issued (provided that if the Common Shares are to be issued to a
person other than a holder of this Warrant certificate, the holder's signature
on the Exercise Form herein shall be guaranteed by a Canadian chartered bank, a
major trust company in Canada, a firm which is a member of a recognized stock
exchange in Canada, a member of the Investment Dealers Association of Canada, a
national securities exchange in the United States, or the National Association
of Securities Dealers, Inc. or a participant in the Securities Transfer Agents
Medallion (STAMP) Program (an "Eligible Institution")) the number of Common
Shares to be issued to such person(s), and such person(s) shall become a holder
in respect of Common Shares with effect from the date of such exercise and upon
the due surrender of this Warrant certificate the Company will cause a
certificate(s) representing such Common Shares to be made available for pick-up
by such person(s) at the principal office of the Trustee in the City of Toronto,
Ontario or the principal office of the U.S. Agent in the Borough of Manhattan,
City of New York, New York or mailed to such person(s) at the address(es)
specified in such Exercise Form, within three Business Days after receipt of
notice from the Trustee of the exercise of such Warrant.
The Warrants evidenced hereby shall not be exercised by any "U.S. person" (a
"U.S. Person"), as defined in Rule 902(k) of Regulation S under the United
States Securities Act of 1933, as amended (the "1933 Act") or any person holding
such Warrants for the account of a U.S. Person at any time when no registration
statement under the 1933 Act registering the Common Shares issuable upon
exercise of the Warrants evidenced hereby is effective. During such time and
prior to the Expiry Time, any U.S. Person holding such Warrants shall have the
right to cause the Company to redeem such Warrants in accordance with the
provisions of the Indenture.
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This Warrant Certificate represents Warrants of the Company issued under the
provisions of a Indenture (which indenture together with all other instruments
supplemental or ancillary thereto is herein referred to as the "Indenture")
dated November 14, 2002 between the Company and the Trustee, to which Indenture
reference is hereby made for particulars of the rights of the holders and the
Company and of the Trustee in respect thereof and the terms and conditions upon
which the Warrants are issued and held, all to the same effect as if the
provisions of the Indenture were herein set forth, to all of which the holder by
acceptance hereof assents. A copy of the Indenture will be provided at no cost
to a holder who makes a request for such copy to the Company or to the Trustee.
If any conflict exists between the provisions contained herein and the
provisions of the Indenture, the provisions of the Indenture shall govern.
The Indenture provides for adjustments to the right of exercise, including the
amount of and class and kind of securities or other property issuable upon
exercise, upon the happening of certain stated events, including the subdivision
or consolidation of the Common Shares, certain distributions of Common Shares or
securities convertible into Common Shares or of other securities or assets of
the Company, certain offerings of rights, warrants or options and certain
reorganizations.
No fractional Common Shares are issuable upon the exercise of this Warrant. The
Company will pay an amount in cash in lieu of issuing fractional Common Shares,
in accordance with the Indenture. Holders of Warrants will not have any rights
as shareholders of the Company by virtue of holding such Warrants.
Upon presentation to the Trustee at its principal office in the City of Toronto,
Ontario or at the principal office of the U.S. Agent in the Borough of
Manhattan, City of New York, New York, subject to the provisions of the
Indenture and upon compliance with the reasonable requirements of the Trustee,
this Warrant certificate may be exchanged for Warrant certificates entitling the
holder thereof to purchase an equal aggregate number of Common Shares upon
payment of the aggregate Exercise Price. If the holder subscribes for a lesser
number of Common Shares than the number of shares referred to in this Warrant
certificate, the holder shall be entitled to receive a further Warrant
certificate in respect of Common Shares referred to in this Warrant certificate
but not subscribed for. The Company and the Trustee may treat the registered
holder of this Warrant certificate for all purposes as the absolute owner
hereof. The holding of this Warrant certificate shall not constitute the holder
thereof a holder of Common Shares or entitle him to any right or interest in
respect thereof except as herein and in the Indenture expressly provided.
Warrants may be transferred upon compliance with the conditions described in the
Indenture, on the register to be kept at the principal office of the Trustee in
the City of Toronto, by the registered holder thereof or his executors or
administrators or other legal representatives, or his or their attorney
appointed by instrument in writing in form and execution satisfactory to the
Trustee with a signature guaranteed by an Eligible Institution and upon
compliance with such reasonable requirements as the Trustee may prescribe
(including the requirement to provide evidence of satisfactory compliance with
applicable securities laws).
The Indenture contains provisions making binding upon the holders of Warrants
outstanding thereunder resolutions passed at meetings of such holders held in
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accordance with such provisions and instruments in writing signed by the holders
holding a specified percentage of the then unexercised Warrants.
This Warrant certificate and the Indenture shall be governed by the laws of the
Province of Ontario and the federal laws of Canada applicable in that province.
Time shall be of the essence hereof and of the Indenture. This Warrant
certificate shall not be valid for any purpose until it has been certified by or
on behalf of the Trustee for the time being under the Indenture.
IN WITNESS WHEREOF the Company has caused this Warrant certificate to
be signed by its duly authorized officer as of o, 2002.
TRANSFER FORM
FOR VALUE RECEIVED,____________________________________hereby sells,
assigns and transfers unto _____________________________________________________
PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE
Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint ___________________________________ attorney
to transfer the said Warrants on the books of the Trustee and/or the Company
with full power of substitution in the premises.
DATED this ________ day of__________________ , 2002.
_______________________________________
Signature of Warrantholder
_______________________________________
Print full name
_______________________________________
Address in full
Signature guaranteed by:
Name_________________________________
(Authorized Signature Number)
NOTICE: The signature on this assignment must correspond exactly with the name
as written upon the face of this certificate. If Common Shares are to be issued
to a person other than the registered holder, the registered holder must pay to
the Trustee all exigible taxes and the signature of the registered holder must
be guaranteed by an Eligible Institution. The guarantor must affix a stamp
bearing the actual words "Signature Guarantee".
EXERCISE FORM
TO: Agnico-Eagle Mines Limited
The undersigned holder of the within Warrants hereby irrevocably
exercises the Warrants represented hereby and subscribes for the maximum number
of Common Shares (or other shares or securities or property issuable in
accordance with the Indenture) of Agnico-Eagle Mines Limited issuable pursuant
to the within Warrants on the terms specified in the said Warrants and the
Indenture.
The undersigned hereby directs that the said Common Shares be issued in
the name of the undersigned and delivered to the address of the undersigned as
shown on the register of holders of Warrants, unless otherwise specified in the
space provided below.
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NAME(S) IN FULL ADDRESS(ES) NUMBER OF COMMON SHARES
(include Postal Code)
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(Please Print)
Number of Warrants being Exercised: _____________________________
[_] Please check box if these certificates are to be delivered to the
office where this Warrant Certificate is surrendered, failing which the
certificates will be mailed to the address shown on the register.
Please note that if Common Shares are to be issued to a person other
than the registered holder, the registered holder must pay to the Trustee all
exigible taxes and duly execute the form of transfer and the signature of the
registered holder must be guaranteed.
DATED this ________ day of ____________________ , 2002.
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________________________________________
Signature of Warrantholder
________________________________________
Print full name
________________________________________
Address in full
___________________________________
(Signature of Guarantor)
Name:___________________________________
(Authorized Signature Number)
Note: If the signature of the person executing this form is to be guaranteed,
it must be guaranteed by an Eligible Institution.