As filed with the Securities and Exchange Commission on June 6, 2007.

 

UNITED STATES

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
(State or other jurisdiction of incorporation or organization)


Not Applicable
(IRS Employer Identification No.)

 

Suite 654, 999 Canada Place

Vancouver, British Columbia, Canada V6C 3E1

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

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 A. Bartlett

Ivanhoe Mines Ltd.

Suite 654, 999 Canada Place

Vancouver, British Columbia

Canada V6C 3E1

Andrew J. Foley

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Paul L. Goldman

Goodmans LLP

355 Burrard Street, Suite 1900

Vancouver, British Columbia
Canada V6C 2G8

 

CALCULATION OF REGISTRATION FEE


Title of
Securities to be Registered


Amount to be
Registered (1)(2)

Proposed Maximum
Offering Price
Per Share (3)

Proposed Maximum
Aggregate Offering
Price


Amount of
Registration Fee (4)

 

Common Shares, no par value

 

5,000,000 shares

 

$15.05

 

$75,250,000

 

$2,310.18

 

(1)

This Registration 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 additional Common Shares reserved for issuance 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 May 31, 2007, a date within five business days of the filing of this Registration Statement.

(4)

Registration fees were previously paid for the registration of 32,000,000 common shares (File Nos. 333-113048, 333-128205 and 333-135595) under the Employees’ and Directors’ Equity Incentive Plan. The fee being paid herewith pertains to an aggregate of 5,000,000 common shares issuable under the Employees’ and Directors’ Equity Incentive Plan.

 


 

 



 

 

EXPLANATORY NOTE UNDER GENERAL INSTRUCTION E –

REGISTRATION OF ADDITIONAL SECURITIES

Pursuant to General Instruction E of Form S-8, the registrant, Ivanhoe Mines Ltd. (the “Registrant”), is filing this registration statement to (i) register an additional 5,000,000 Common Shares, no par value (the “Common Shares”), issuable under its Employees’ and Directors’ Equity Incentive Plan (the “Plan”) and (ii) file a revised Plan as Exhibit 4.1. On February 24, 2004, the Registrant filed a registration statement (the “Original Registration Statement”) on Form S-8 (File No. 333-113048) with respect to the issuance of Common Shares under the Plan. On September 9, 2005, the Registrant registered on Form S-8 (File No. 333-128205) (the “2005 Registration Statement”) additional Common Shares for issuance under the Plan. On July 5, 2006, the Registrant registered on Form S-8 (333-135595) (the “2006 Registration Statement”) additional Common Shares for issuance under the Plan. The contents of the Original Registration Statement, the 2005 Registration Statement and the 2006 Registration Statement are hereby incorporated in this registration statement by reference.

 

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 Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).

 

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 pursuant to Rule 428(b)(1) of the Securities Act. The Registrant will provide to the participants in 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.

 

 

2

 



 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.

Exhibits

Exhibit

Description

4.1

Amended and Restated Employees’ and Directors’ Equity Incentive Plan

5.1

Opinion of Lackowicz & Shier, counsel to the Registrant, regarding the legality of the securities being registered hereby

23.1

Consent of Lackowicz & Shier, counsel to the Registrant (included in Exhibit 5.1)

23.2

Consent of GRD Mineproc Ltd.

23.3

Consent of Norwest Corporation

23.4

Consent of Bernard Peters

23.5

Consent of Robert Cinits

23.6

Consent of Harry Parker

23.7

Consent of Allan Haines

23.8

Consent of Dean David

23.9

Consent of Richard D. Tifft III

23.10

Consent of Patrick Riley

23.11

Consent of Deloitte & Touche LLP

24.1

Power of Attorney (included on signature page of this registration statement)

 

 

 

 



 

 

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 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 June 5, 2007.

 

 

 

IVANHOE MINES LTD.

 

By: 

/s/ Tony Giardini

 

 

 

Tony Giardini
Chief Financial Officer

 

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Beverly Bartlett as such person’s 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 of 1933, this Registration Statement has been signed by the following persons in the capacities indicated effective June 5, 2007:

Signature

Title

 

 

/s/ John Macken                        
John Macken

 

 


President, Chief Executive Officer and Director (Principal Executive Officer)

 

 

/s/ Tony Giardini                      
Tony Giardini

 


Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

 



 

 

 

 

 

 

 

/s/ Robert M. Friedland          
Robert M. Friedland



Chairman of the Board and Director

 

 

 

 

/s/ Peter Meredith                    
Peter Meredith

 

 

 

Deputy Chairman of the Board and Director

 

 

                                                 
R. Edward Flood

 

 

 

Director

 

 

/s/ David Huberman                  
David Huberman

 

 

 

Lead Director and Director

 

 

/s/ Markus Faber                    
Markus Faber

 

 

 

Director

 

 

 

/s/ Robert W. Hanson              
Robert W. Hanson

 

 

Director

 

 

 

/s/ Kjeld Thygesen                    
Kjeld Thygesen

 

 

Director

 

 

                                                 
John Weatherall

 

 

Director

 

 

                                                 
Howard R. Balloch

 

 

 

Director

 

 

 



 

 

 

 

 

/s/ David Korbin                      
David Korbin

 

 

 

Director

 

 

/s/ Bret Clayton                      
Bret Clayton

 

 

 

Director

 

 

 



 

 

Pursuant to the requirements to Section 6(a) of the Securities Act, the undersigned has signed this Registration Statement solely in the capacity of the duly authorized representative of the Registrant in the United States on June 5, 2007.

 

 

 

IVANHOE MINES LTD.

 

By: 


/s/ Tony Giardini

 

 

 

Tony Giardini
Chief Financial Officer

 

 



 

 

Exhibit Index

Exhibit

Description

4.1

Amended and Restated Employees’ and Directors’ Equity Incentive Plan

5.1

Opinion of Lackowicz & Shier, counsel to the Registrant, regarding the legality of the securities being registered hereby

23.1

Consent of Lackowicz & Shier, counsel to the Registrant (included in Exhibit 5.1)

23.2

Consent of GRD Minproc Ltd.

23.3

Consent of Norwest Corporation

23.4

Consent of Bernard Peters

23.5

Consent of Robert Cinits

23.6

Consent of Harry Parker

23.7

Consent of Allan Haines

23.8

Consent of Dean David

23.9

Consent of Richard D. Tifft III

23.10

Consent of Patrick Riley

23.11

Consent of Deloitte & Touche LLP

24.1

Power of Attorney (included on signature page of this registration statement)