As filed with the Securities and Exchange Commission on _______, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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APEX SILVER MINES LIMITED
(Exact name of registrant as specified in its charter)
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CAYMAN ISLANDS NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
CALEDONIAN HOUSE,
69 JENNETTE STREET
GEORGE TOWN, GRAND CAYMAN
CAYMAN ISLANDS, BRITISH WEST INDIES
(Address of principal executive offices)
APEX SILVER MINES LIMITED
EMPLOYEES' SHARE OPTION PLAN
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THOMAS S. KAPLAN
CHIEF EXECUTIVE OFFICER
APEX SILVER MINES CORPORATION
1700 LINCOLN STREET, SUITE 3050
DENVER, COLORADO 80203
(303) 839-5060
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Ordinary Shares (par value $.01per share) 1,400,000 shares $13.00 $18,200,000 $1,674.40
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(1) Pursuant to Rule 457(h)(1), the price per share and aggregate offering
price are based upon the average of the high and low prices of the
Company's Ordinary Shares on May 10, 2002, as reported on the American
Stock Exchange.
EXPLANATORY NOTE
This Registration Statement registers 1,400,000 additional Ordinary
Shares, $0.01 par value per share (the "Ordinary Shares"), of Apex Silver
Mines Limited, (the "Company") issuable under the Company's Employees' Share
Option Plan. The remaining 2,000,000 Ordinary Shares issuable under the
Company's Employees' Share Option Plan have been previously registered by
Registration Statement on Form S-8, No. 333-53185, which registration
statement is hereby incorporated by reference.
1
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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5.1 Opinion of Walkers regarding the legality of the Ordinary Shares being registered
23.1 Consent of Walkers (included as part of Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature page of this registration statement)
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 New York, New York, on this 16th day of May,
2002.
APEX SILVER MINES LIMITED
By: /s/ THOMAS S. KAPLAN
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Thomas S. Kaplan
Chairman, Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas S. Kaplan and Keith R. Hulley,
and each of them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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/s/ THOMAS S. KAPLAN
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Thomas S. Kaplan Chairman, Board of Directors May 16, 2002
(Principal Executive Officer)
3
SIGNATURE TITLE DATE
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/s/ HARRY M. CONGER
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Harry M. Conger Director May 16, 2002
/s/ DAVID SEAN HANNA
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David Sean Hanna Director May 16, 2002
/s/ CHARLES L. HANSARD
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Charles L. Hansard Director May 16, 2002
/s/ OVE HOEGH
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Ove Hoegh Director May 16, 2002
/s/ KEITH R. HULLEY
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Keith R. Hulley Director May 16, 2002
/s/ KEVIN R. MORANO
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Kevin R. Morano Director May 16, 2002
/s/ PAUL SOROS
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Paul Soros Director May 16, 2002
/s/ CHARLES B. SMITH
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Charles B. Smith Director May 16, 2002
4
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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5.1 Opinion of Walkers regarding the legality of the Ordinary Shares being registered
23.1 Consent of Walkers (included as part of Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature page of this registration statement)