UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
ý |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2001
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-13627
APEX SILVER MINES LIMITED
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands, British West Indies (State of Incorporation or Organization) |
Not Applicable (I.R.S. Employer Identification No.) |
|
Caledonian House 69 Jennette Street George Town, Grand Cayman Cayman Islands, British West Indies (Address of principal executive office) |
Not Applicable (Zip Code) |
(345) 949-0050
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class Ordinary Shares, $0.01 par value Ordinary Shares Subscription Warrants |
Name of each exchange on which registered American Stock Exchange American Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $247,000,000 as of March 20, 2002.
The number of Ordinary Shares outstanding as of March 20, 2002 was 34,884,795.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the 2002 Annual Meeting of Shareholders are incorporated by reference in Part III of this Report on Form 10-K.
This Annual Report on Form 10-K/A for the fiscal year ended December 31, 2001 (the "Report") is being filed solely to make the following amendments to the cover and Item 14.
The cover has been amended to unmark the box indicating that disclosure of delinquent filers is not contained herein in light of the fact that such disclosure of delinquent filers was contained in the Company's proxy statement filed on April 23, 2002.
ITEM 14: This item has been amended to file a revised Exhibit Number 23, Consent of Independent Accountants.
This Form 10-K/A constitutes Amendment No. 1 to the Report.
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
| Exhibit Number |
Description of Exhibits |
|
|---|---|---|
| 3.1 | Amended and restated Memorandum of Association of the Company.(1) | |
3.2 |
Amended and restated Articles of Association of the Company.(1) |
|
4.1 |
Specimen of certificates representing the Company's Ordinary Shares, par value U.S. $0.01 each.(2) |
|
4.2 |
Form of Warrant Certificate.(3) |
|
4.3 |
Form of Warrant Agreement dated November 5, 1999.(4) |
|
10.1 |
Summary of the Company's 401(k) Plan.(2) |
|
10.2 |
Management Services Agreement among the Company and its subsidiaries.(2) |
|
10.3 |
Non-Employee Directors' Share Plan, as amended.(1) |
|
10.4 |
Employees' Share Option Plan.(1) |
|
10.5 |
Form of Option Grant to Non-Employee Directors dated April 10, 1997.(5) |
|
10.6 |
Employment contract between the Company and Marcel F. DeGuire, dated July 23, 1996.(2) |
|
10.7 |
Employment contract between the Company and Mark A. Lettes, dated May 19, 1998.(1) |
|
10.8 |
Employment contract between the Company and Keith R. Hulley, dated August 4, 1996.(2) |
|
10.9 |
English translation of Deed of Lease and Purchase Option Contract between Monica de Prudencio and Mineria Tecnia Consultores Asociados, S.A. ("Mintec"), dated November 7, 1994, regarding the Tesorera concession, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.(2) |
|
10.10 |
English translation of Assignment Agreement between ASC Bolivia LDC and Mintec regarding the rights to the above agreement, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.(2) |
|
10.11 |
English translation of the Lease and Purchase Option Contract between Empresa Minera Yana Mallcu S.A. and Mintec, dated February 7, 1996, regarding the Toldos concession, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.(2) |
|
10.12 |
English translation of the Assignment of Lease and Purchase Option Agreement among Banco Industrial S.A., Mintec and ASC Bolivia LDC, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.(2) |
|
10.13 |
English translation of the Purchase Option Agreement between Mintec and Litoral Mining Cooperative Ltd., dated August 17, 1995, regarding the Animas concession, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.(2) |
|
10.14 |
English translation of the Assignment and Assumption Agreement between Mintec and ASC Bolivia LDC, dated May 22, 1996, regarding the Animas concession, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.(2) |
|
10.15 |
English translation of the Purchase Agreement between ASC Bolivia LDC and Litoral Mining Cooperative Ltd., regarding the Animas concessions with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.(2) |
|
10.16 |
English translation of the Joint Venture Agreement between Corporacion Minera Boliviano S.A. ("Comibol") and ASC Bolivia LDC, regarding the Cobrizos Concession, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.(2) |
|
10.17 |
English translation of the Joint Venture Agreement between Comibol and ASC Bolivia LDC regarding the Choroma Concession, with an attached note from Keith Hulley, a director of the Company, as required by Rule 306 of Regulation S-T.(2) |
|
10.18 |
Board Designation Agreement, dated October 28, 1997, by and between the Company and Silver Holdings.(2) |
|
10.19 |
Registration Rights and Voting Agreement, dated October 28, 1997, by and among the Company, Silver Holdings, Consolidated, Argentum, Aurum LLC and Thomas S. Kaplan.(2) |
|
10.20 |
Amended and Restated Voting Trust Agreement, dated October 29, 1997, between Thomas Kaplan and Consolidated.(2) |
|
10.21 |
Amended and Restated Voting Trust Agreement, dated October 29, 1997, between Thomas Kaplan and Argentum LLC.(2) |
|
10.22 |
English translation of the Purchase Agreement between Monica de Prundencio and ASC Bolivia, regarding the Tesorera and Jayula concessions, dated September 3, 1997, with an attached note from Keith Hulley as required by Rule 306 of Regulation S-T.(2) |
|
10.23 |
Form of Change of Control Agreement dated June 26, 2000.(6) |
|
21 |
List of Subsidiaries. |
|
23 |
Consent of Independent Accountants. |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed May 23, 2002 on its behalf by the undersigned, thereunto duly authorized.
APEX SILVER MINES LIMITED Registrant |
|||
By: |
/s/ THOMAS S. KAPLAN Thomas S. Kaplan Chairman, Board of Directors |
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| Exhibit Number |
Description of Exhibits |
|
|---|---|---|
| 23.1 | Consent of Independent Accountants |