As filed with the Securities and Exchange Commission on March 12, 2002
Registration No. 333-19335
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 ON FORM S-8 TO FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NEWMONT MINING CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware 1700 Lincoln Street 84-1611629
(State or other jurisdiction of Denver, Colorado 80203 (I.R.S. Employer
incorporation or organization) (303) 863-7414 Identification No.)
(Address of principal executive
offices)
Newmont Mining Corporation for the Santa Fe Pacific Gold Corporation Long Term
Incentive Stock Plan and Directors' Stock Compensation Plan
(Full Title of the Plan)
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Britt D. Banks, Esq.
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
(303) 863-7414
(Name, address and telephone number,
including area code, of agent for service)
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Copies to:
Maureen Brundage, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
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This constitutes Post-Effective Amendment No. 3 to Registration Statement No.
333-19335. This statement is made pursuant to Rule 414(d) of the Securities Act
of 1933, as amended.
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On February 15, 2002, Delta Acquisitionco Corp., at the time a direct
wholly owned subsidiary of Delta Holdco Corp. ("Holdco") and an indirect wholly
owned subsidiary of Newmont Mining Corporation ("Old Newmont"), was merged into
Old Newmont (the "Reorganization"), with Old Newmont being the surviving
corporation. As a result of the Reorganization, Old Newmont became a wholly
owned subsidiary of Holdco. In connection with the Reorganization, Holdco
changed its name to "Newmont Mining Corporation" and Old Newmont changed its
name to "Newmont USA Limited". Pursuant to the Reorganization, shares of Old
Newmont common stock were exchanged for shares of common stock of Holdco.
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended
(the "Securities Act"), Holdco hereby expressly adopts as its own, for all
purposes of the Securities Act and the Securities Exchange Act of 1934, as
amended, the Registration Statement on Form S-8 (No. 333-19335) previously filed
by Old Newmont relating to the Newmont Mining Corporation for the Santa Fe
Pacific Gold Corporation Long Term Incentive Stock Plan and Directors' Stock
Compensation Plan. Accordingly, the shares of common stock to be issued under
that Registration Statement shall be shares of common stock of Holdco.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Post-Effective Amendment No. 3 on Form S-8
to Form S-3 and has duly caused this Post-Effective Amendment No. 3 on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Denver, State of Colorado, on the 12th day of March, 2002.
NEWMONT MINING CORPORATION
By /s/ Britt D. Banks
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Britt D. Banks
Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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Glen A. Barton Director March 12, 2002
*
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Vincent A. Calarco Director March 12, 2002
*
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Ronald C. Cambre Director March 12, 2002
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James T. Curry, Jr. Director March 12, 2002
*
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Joseph P. Flannery Director March 12, 2002
*
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Leo I. Higdon, Jr. Director March 12, 2002
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Robert J. Miller Director March 12, 2002
* Chairman of the Board and
------------------------- Chief Executive Officer March 12, 2002
Wayne W. Murdy (Principal Executive Officer)
-------------------------
Robin A. Plumbridge Director March 12, 2002
*
-------------------------
Moeen A. Qureshi Director March 12, 2002
*
-------------------------
Michael K. Reilly Director March 12, 2002
-------------------------
James V. Taranik Director March 12, 2002
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* Senior Vice President and Chief
------------------------- Financial Officer March 12, 2002
Bruce D. Hansen (Principal Financial Officer)
* Vice President and Controller
------------------------- (Principal Accounting Officer) March 12, 2002
Linda K. Wheeler
*By /s/ Britt D. Banks
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Britt D. Banks,
as Attorney-in-fact
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