As filed with the Securities and Exchange Commission on July 5, 2006.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IVANHOE MINES LTD.
(Exact name of registrant as specified in its charter)
YUKON, CANADA NOT APPLICABLE
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
___________________________________
SUITE 654, 999 CANADA PLACE
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3E1
(Address of principal executive offices) (Zip Code)
Employees' and Directors' Equity Incentive Plan
(Full title of the plan)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(Name and address of agent for service)
(212) 894-8700
(Telephone number, including area code, of agent for service)
____________________
COPIES TO:
Beverly Bartlett Paul L. Goldman Edwin S. Maynard
Ivanhoe Mines Ltd. Goodmans Paul, Weiss, Rifkind, Wharton & Garrison LLP
Suite 654, 999 Canada Place Suite 1900, 355 Burrard Street 1285 Avenue of the Americas
Vancouver, British Columbia Vancouver, British Columbia New York, New York 10019-6064
Canada V6C 2G8 Canada V6C 2G8
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3) PRICE REGISTRATION FEE(4)
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Common Shares, no par value 3,000,000 shares $6.45 $19,350,000 $2,277.50
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(1) This Registration Statement shall, in accordance with Rule 416 under the
Securities Act of 1933, as amended, be deemed to cover such additional
shares as may be issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) Represents the maximum number of additional shares which may be issued
under the Employees' and Directors' Equity Incentive Plan.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended,
based on the average of the high and low prices of the Common Shares as
reported on the New York Stock Exchange on June 26, 2006, a date within
five business days of the filing of this Registration Statement.
(4) Registration fees were previously paid for the registration of 29,000,000
shares (Registration No. 331-113048) under the Employees' and Directors'
Equity Incentive Plan. The fee being paid herewith pertains to an
aggregate of 3,000,000 common shares issuable under the Employees' and
Directors Equity Incentive Plan.
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF
ADDITIONAL SECURITIES
The Registrant has prepared this Registration Statement in accordance with the
requirements of Form S-8 under the Securities Act, to register 3,000,000 Common
Shares, no par value of the Registrant issuable pursuant to the Ivanhoe Mines
Ltd. Employees' and Directors' Incentive Plan. The Registrant previously
registered 29,000,000 shares (Registration No. 333-113048) under the Employees'
and Directors' Incentive Plan. Pursuant to General Instruction E to Form S-8,
the contents of the prior registration statement relating to the Employees' and
Directors' Incentive Plan are hereby incorporated by reference, except as
otherwise updated or modified by this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
The information required by Item 1 is included in documents
sent or given to participants in the Ivanhoe Mines Ltd. Employees' and
Directors' Equity Incentive Plan pursuant to Rule 428(b)(1) of the Securities
Act of 1933, as amended.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required by Item 2 is included in
documents sent or given to participants in the plan covered by this
Registration Statement pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act"). The Registrant will provide to the
participants of the plan a written statement advising them of the availability
without charge, upon written or oral request, of the documents incorporated by
reference herein, as required by Item 2 of Part I of Form S-8. The statement
indicates the availability without charge, upon written or oral request, of
other documents required to be delivered to employees pursuant to Rule 428(b).
The statement includes the address (giving title or department) and telephone
number to which the request is to be directed.
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
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5.1 Opinion of Lackowicz, Shier & Hoffman, counsel to the
Registrant, regarding the legality of the securities being
registered hereby
23.1 Consent of Lackowicz, Shier & Hoffman, counsel to the
Registrant (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included on the signature pages to this
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 S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, on
July 5, 2006.
IVANHOE MINES LTD.
By: /s Beverly A. Bartlett
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Beverly A. Bartlett
Vice President & Corporate Secretary
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Beverly A. Bartlett as true
and lawful attorneys-in-fact and agents, with full power of substitution and
revocation, for such person and in such person's name, place and stead, in any
and all capacities (until revoked in writing), to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and the other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done,
as fully to all intents and purposes as such person 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 substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated effective July 5, 2006.
SIGNATURE TITLE
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/s Robert M. Friedland Chairman and Director
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Robert M. Friedland
/s R. Edward Flood Deputy Chairman and Director
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R. Edward Flood
/s David Huberman Lead Director and Director
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David Huberman
/s Peter Meredith Deputy Chairman and Director
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Peter Meredith
/s John Macken Director, President and Chief
--------------------------------- Executive Officer
John Macken
/s Markus Faber Director
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Markus Faber
/s Robert W. Hanson Director
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Robert Hanson
/s Kjeld Thyugesen Director
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Kjeld Thygesen
SIGNATURE TITLE
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/s John Weatherall Director
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John Weatherall
/s Howard Balloch Director
---------------------------------
Howard Balloch
/s David Korbin Director
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David Korbin
/s Tony Giardini Chief Financial Officer
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Tony Giardini
Pursuant to the requirements of Section 6(a) of the
Securities Act, the undersigned has signed the Registration Statement solely in
the capacity of the duly authorized representative of the Registrant in the
United States on July 5, 2006.
IVANHOE MINES LTD.
By: /s Beverly A. Bartlett
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Beverly A. Bartlett
Vice President and Corporate Secretary
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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5.1 Opinion of Lackowicz, Shier & Hoffman, counsel to the
Registrant, regarding the legality of the securities being
registered hereby
23.1 Consent of Lackowicz, Shier & Hoffman, counsel to the
Registrant (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included on the signature pages to this
registration statement)