Post-effective Amendment to Registration Statement for Securities of Certain Canadian Issuers Under the Securities Act of 193...
2019年4月23日 - 5:21AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 22, 2019
Registration No. 333-226751
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM F-10
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Goldcorp Inc.
(Exact
name of registrant as specified in its charter)
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Ontario, Canada
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1041
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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Suite 3400 - 666 Burrard Street
Vancouver, British Columbia
V6C 2X8 Canada
(604)
696-3000
(Address and Telephone Number of Registrants Principal Executive Offices)
CT Corporation System
111 Eighth Avenue
New
York, New York 10011
(800) 223-7567
(Name Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent For Service in the United States)
with copies to:
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David S. Stone, Esq.
John J. Koenigsknecht, Esq.
Neal, Gerber & Eisenberg LLP
Two North LaSalle Street, Suite 1700
Chicago, Illinois 60602
(312)
269-8000
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Paul Stein, Esq.
Cassels Brock & Blackwell LLP
Suite 2100, Scotia Plaza
40 King Street West
Toronto, ON M5H 3C2
(416)
869-5300
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Approximate date of commencement of proposed sale to public
: Not applicable. Removal from registration of securities that were not sold pursuant to
this registration statement.
Canada
Province of British Columbia
(Principal Jurisdiction Regulating this Offering)
It is proposed
that this filing shall become effective (check appropriate box):
A. ☒
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Upon filing with the Commission pursuant to Rule 467(a) (if in connection with an offering being made
contemporaneously in the United States and Canada).
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B. ☐
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At some future date (check the appropriate box below).
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1. ☐
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Pursuant to Rule 467(b) on
(date) at
(time) (designate a time not sooner than seven calendar days after filing).
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2. ☐
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Pursuant to Rule 467(b) on
(date) at
(time) (designate a time not sooner than seven calendar days after filing) because the securities regulatory authority in
the review jurisdiction has issued a receipt or notification of clearance on
(date).
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3. ☐
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Pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the registrant or the
Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
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4. ☐
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After the filing of the next amendment to this form (if preliminary material is being filed).
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If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to
the home jurisdictions shelf prospectus offering procedures, check the following box. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This
Post-Effective Amendment No. 1 (this Post-Effective Amendment), filed by Goldcorp Inc. (the Company or the Registrant), removes from registration all of the unsold securities registered under the Registration
Statement on Form F-10 (Registration No. 333-226751) filed by the Company with the U.S. Securities and Exchange Commission on August 9, 2018, as amended by Amendment No. 1 on August 16, 2018 (the Registration
Statement), registering the sale by the Company from time to time of up to an aggregate $3,000,000,000 of the Companys common shares (the Common Shares), debt securities, subscription receipts, units, and warrants.
The Company entered into an Arrangement Agreement, dated as of January 14, 2019, which was subsequently amended on February 19, 2019, by and between
the Company and Newmont Mining Corporation (Newmont), pursuant to which Newmont acquired all of the issued and outstanding common shares of the Company (the Arrangement) and the Company became a wholly-owned subsidiary of
Newmont. The Arrangement became effective on April 18, 2019.
In connection with the Arrangement, the offerings of the Common Shares pursuant to the
Registration Statement have been terminated. Accordingly, the Company is terminating all offerings of and deregistering its securities pursuant to the Registration Statement. The Company, by filing this Post-Effective Amendment, hereby removes from
registration any and all securities registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on April 22,
2019.
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GOLDCORP INC.
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By:
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/s/ Todd White
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Name:
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Todd White
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Title:
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President
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Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Todd White
Todd White
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President, Chief Executive Officer
and Director
(principal
executive officer)
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April 22, 2019
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/s/ Nancy K. Buese
Nancy K. Buese
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Chief Financial Officer and Director
(principal
financial and accounting
officer)
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April 22, 2019
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/s/ Randy Engel
Randy Engel
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Director
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April 22, 2019
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/s/ Stephen P. Gottesfeld
Stephen P. Gottesfeld
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Director
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April 22, 2019
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Post-Effective Amendment to the
above-referenced Registration Statement, solely in the capacity of the duly authorized representative of Goldcorp Inc. in the United States, on April 22, 2019.
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GOLDCORP USA INC.
(Authorized U.S. Representative)
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By:
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/s/ Todd White
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Name:
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Todd White
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Title:
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President
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Goldcorp (NYSE:GG)
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Goldcorp (NYSE:GG)
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