Post-effective Amendment to Registration Statement (pos Am)
20 Fevereiro 2014 - 5:05PM
Edgar (US Regulatory)
Registration No.
333-191839
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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post- Effective Amendment No. 1 to Form
S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
REVETT MINING COMPANY,
INC.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
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1040
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46-4577805
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(State or Other Jurisdiction
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(Primary Standard Industrial
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(IRS Employer Identification
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of Incorporation)
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Classification Code Number)
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Number)
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11115 East Montgomery Drive, Suite G
Spokane
Valley, Washington 99206
(509) 921-2294
(Address,
including zip code, and telephone number, including area
code, of
Registrants principal executive offices)
John G. Shanahan
11115 East Montgomery Drive, Suite
G
Spokane Valley, Washington 99206
(509)
921-2294
with a copy to:
Douglas J. Siddoway, Esq.
Randall | Danskin,
P.S.
1500 Bank of America Financial Center
601 West
Riverside Avenue
Spokane, Washington 99201-0653
(509)
747-2052
(Name, address, including zip code, and telephone number,
including
area code, of agent for service)
Approximate date of commencement of proposed sale to the
public:
As soon as practicable after this Registration Statement becomes
effective and the consummation of the domestication transaction covered
hereby.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earliest
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
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 [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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(Do not check if a smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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Title of each class of
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Amount to be
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maximum offering
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maximum aggregate
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Amount of
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securities to be registered
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registered
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price per unit
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offering price
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registration fee
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common stock
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34,596,387
(1)
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$0.61
(2)
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$21,103,796
(2)
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$2,879
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(1) Represents shares of common
stock of Revett Mining Company, Inc. registered in connection with the
domestication of Revett Minerals Inc., a corporation organized under the federal
laws of Canada.
(2) Estimated pursuant to Rule
457(c) solely for the purpose of calculating the registration fee based on the
average of the high and low prices of the registrants common stock as reported
on the New York Stock Exchange Market Division on October 18, 2013.
(ii)
Note:
Revett Mining Company, Inc. is filing this
Post-Effective Amendment No. 1 to Form S-4 for the following purposes: (a)
to provide information concerning the consummation of the domestication
through which the company changed its jurisdiction of incorporation from
the federal jurisdiction of Canada to Delaware; and (b) pursuant to Rule
414 of the Securities Act of 1933, to adopt this registration statement as
its own for all purposes under the Securities Act of 1933 and the
Securities Exchange Act of 1934. There are no other changes to this
registration statement.
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Consummation of the Domestication
Revett Minerals Inc.s
shareholders approved the change in the companys jurisdiction of incorporation
from the federal jurisdiction of Canada to Delaware (the domestication) at the
special meeting of shareholders of held on January 24, 2014. The domestication
was consummated on February 18, 2014. As a result, Revett Minerals Inc. has
become Revett Mining Company, Inc. (hereafter referred to as Revett Mining
Company), a Delaware corporation, and adopted the certificate of incorporation
and bylaws of Revett Mining Company.
All of the shares of common stock
of Revett Mining Company included in this registration statement are now deemed
to have been issued to the former holders of common shares of Revett Minerals
Inc. Each outstanding common share of what was formerly known as Revett Minerals
Inc. is now an outstanding share of common stock of Revett Mining Company. Share
certificates representing common shares of Revett Minerals Inc. prior to the
domestication will represent the same number of shares in Revett Mining
Company.
In addition, the company is no
longer subject to the corporate law provisions of the Canada Business
Corporation Act. All matters of corporate law are now determined under the
Delaware General Corporation Law. All of the companys assets, property, rights,
liabilities and obligations immediately prior to the domestication continue to
be the companys assets, property, rights, liabilities and obligations, and the
companys business and operations remain the same.
Those persons who served as the
directors and executive officers of Revett Minerals Inc. are now the directors
and officers of Revett Mining Company. Revett Mining Companys board of
directors currently consists of five members: John G. Shanahan, John B. McCombe,
Albert Appleton, Timothy R. Lindsey and Larry M. Okada. Revett Mining Companys
executive officers are John G. Shanahan (President and Chief Executive Officer),
Kenneth S. Eickerman (Treasurer and Chief Financial Officer), Douglas Miller
(Vice President of Operations) and Monique Hayes (Secretary).
The common stock of Revett Mining
Company continues to be listed on the New York Stock Exchange Market Division
and the Toronto Stock Exchange under the trading symbol RVM and on the
Frankfurt Stock Exchange under the trading symbol 37RN.
SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933, Revett Mining Company, Inc. has duly caused this
Post-Effective Amendment No. 1 to Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Spokane Valley, Washington on February 18, 2014.
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REVETT MINING COMPANY, INC.
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By:
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/s/
John G. Shanahan
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John G. Shanahan
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President and Chief Executive Officer
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By:
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/s/
Kenneth Eickerman
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Kenneth Eickerman
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Treasurer and Chief Financial Officer, and
Principal Accounting Officer
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