UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NORTHERN DYNASTY MINERALS
LTD.
(Exact name of registrant as specified in its
charter)
| British Columbia | N/A |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) |
| Suite 1020, 800 West Pender Street | |
| Vancouver, British Columbia, Canada | V6C 2V6 |
| (Address of principal executive offices) | (Zip Code) |
| Securities to be registered pursuant to Section 12(b) of the Act: | |
| Title of each class | Name of each exchange on which |
| to be so registered | each class is to be registered |
| Rights to purchase Common Shares | American Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ X ]
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates (if applicable): N/A
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Explanatory Note
The Board of Directors of Northern Dynasty Minerals Ltd. (the “Board”) adopted a shareholder rights plan agreement (the “Rights Plan”) effective December 11, 2006 (the “Effective Date”). The objective of the Board in adopting the Plan is to ensure the fair treatment of shareholders in connection with any take-over bid for common shares (the “Common Shares”) of Northern Dynasty Minerals Ltd. (the “Company”). The Rights Plan was not adopted in response to any proposal to acquire control of the Company.
The specific terms of the Rights Plan as made between the Company and Computershare Investor Services Inc., as Rights Agent, dated effective as of December 11, 2006, are summarized below. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Plan, which has been filed as an exhibit to this Registration Statement on Form 8-A.
Item 1. Description of Registrant’s Securities to be Registered.
Purpose of Rights Plan
The primary objective of the Rights Plan is to ensure that all shareholders of the Company are treated fairly in connection with any take-over bid for the Company by (a) providing shareholders with adequate time to properly assess a take-over bid without undue pressure and (b) providing the Board with more time to fully consider an unsolicited take-over bid, and, if applicable, to explore other alternatives to maximize shareholder value.
Shareholder Approval
The board of directors has resolved to seek ratification of the Rights Plan by the shareholders of the Company, by way of an ordinary resolution, within 180 days of the date of the adoption of the Rights Plan.
Summary of Rights Plan
The following summary of the Rights Plan does not purport to be complete and is qualified in its entirety by reference to the Rights Plan.
Issue of Rights
The Company issued one right (a “Right”) in respect of each Common Share outstanding at the close of business (Vancouver, Canada local time) on December 11, 2006 (the “Record Time”). The Company will issue Rights on the same basis for each Common Share issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time (both defined below).
The Rights
Each Right will entitle the holder, subject to the terms and conditions of the Rights Plan, to purchase additional Common Shares of the Company after the Separation Time.
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Rights Certificates and Transferability
Before the Separation Time, the Rights will be evidenced by certificates for the Common Shares, which are not transferable separate from the Common Shares. From and after the Separation Time, the Rights will be evidenced by separate Rights Certificates, which will be transferable separate from and independent of the Common Shares.
Exercise of Rights
The Rights are not exercisable before the Separation Time. After the Separation Time and before the Expiration Time, each Right entitles the holder to acquire one Common Share for the exercise price of $50 (subject to certain anti-dilution adjustments). This exercise price is expected to be in excess of the estimated maximum value of the Common Shares during the term of the Rights Plan. Upon the occurrence of a Flip-In Event (defined below) prior to the Expiration Time (defined below), each Right (other than any Right held by an “Acquiring Person”, which will become null and void as a result of such Flip-In Event) may be exercised to purchase that number of Common Shares which have an aggregate market price equal to twice the exercise price of the Rights for a price equal to the exercise price (subject to adjustment). Effectively, this means a Shareholder of the Company (other than the Acquiring Person) can acquire additional Common Shares from treasury at half their market price.
Definition of “Acquiring Person”
Subject to certain exceptions, an Acquiring Person is a person who is the Beneficial Owner (defined below) of 20% or more of the Company’s outstanding Common Shares.
Definition of “Beneficial Ownership”
A person is a Beneficial Owner if such person or its affiliates or associates or any other person acting jointly or in concert owns the securities in law or equity, and has the right to acquire (immediately or within 60 days) the securities upon the exercise of any convertible securities or pursuant to any agreement, arrangement or understanding.
However, a person is not a Beneficial Owner under the Rights Plan where:
| (a) |
the securities have been deposited or tendered pursuant to a tender or exchange offer or take-over bid, unless those securities have been taken up or paid for; | ||
| (b) |
such person has agreed to deposit or tender the securities to a take-over bid pursuant to a permitted lock-up agreement; | ||
| (c) |
such person (including a fund manager, trust company, pension fund administrator, trustee or non-discretionary client accounts of registered brokers or dealers) is engaged in the management of mutual funds, investment funds or public assets for others, as long as that person: | ||
| (i) |
holds those Common Shares in the ordinary course of its business for the account of others; | ||
| (ii) |
is not making a take-over bid or acting jointly or in concert with a person who is making a take-over bid; or | ||
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| (iii) |
such person is a registered holder of securities as a result of carrying on the business of or acting as a nominee of a securities depository. |
Definition of “Separation Time”
Separation Time occurs on the tenth trading day after the earlier of:
| (a) |
the first date of public announcement that a person has become an Acquiring Person; | |
| (b) |
the date of the commencement or announcement of the intent of a person to commence a take-over bid (other than a Permitted Bid or Competing Permitted Bid); and | |
| (c) |
the date on which a Permitted Bid or Competing Permitted Bid ceases to qualify as such; |
or such later date as determined by the Board.
Definition of “Expiration Time”
Expiration Time occurs on the date being the earlier of:
| (a) |
the time at which the right to exercise Rights is terminated under the terms of the Rights Plan; | |
| (b) |
immediately after the Company’s annual meeting of Shareholders to be held in 2010 unless at such meeting the duration of the Rights Plan is extended; and | |
| (c) |
180 days after the date of the Rights Plan if the Rights Plan is not ratified by Shareholders in accordance with the requirements of the Toronto Stock Exchange. |
Definition of a “Flip-In Event”
A Flip-In Event occurs when a person becomes an Acquiring Person provided the Flip-In Event is deemed to occur at the close of business on the tenth day after the fist date of a public announcement of facts indicating that an Acquiring Person has become such. Upon the occurrence of a Flip-In Event, any Rights that are beneficially owned by an Acquiring Person or any of its related parties to whom the Acquiring Person has transferred its Rights will become null and void as a result of which the Acquiring Person’s investment in the Company will be greatly diluted if a substantial portion of the Rights are exercised after a Flip-In Event occurs.
Definition of “Permitted Bid”
A Permitted Bid is a take-over bid made by a person (the “Offeror”) pursuant to a take-over bid circular that complies with the following conditions:
| (a) |
the bid is made to all registered holders of Common Shares (other than the Offeror); | |
| (b) |
the Offeror agrees that no Common Shares will be taken up or paid for under the bid for at least 60 days following the commencement of the bid and that no Common Shares will be taken up or paid for unless at such date more than 50% of the outstanding Common Shares held by Shareholders, other than the Offeror and certain related parties, have been deposited pursuant to the bid and not withdrawn; |
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| (c) | the Offeror agrees that the Common Shares may be
deposited to and withdrawn from the take-over bid at any time before such
Common Shares are taken up and paid for; and |
|
| (d) | if, on the date specified for take-up and payment,
the condition in paragraph (b) above is satisfied, the bid shall remain
open for an additional period of at least 10 business days to permit the
remaining Shareholders to tender their Common Shares. |
Definition of “Competing Permitted Bid”
A Competing Permitted Bid is a take-over bid that:
| (a) |
is made while another Permitted Bid or Competing Permitted Bid has been made and prior to the expiry of that Permitted Bid or Competing Permitted Bid; | |
| (b) |
satisfies all the requirements of a Permitted Bid other than the requirement that no Common Shares will be taken up or paid for under the bid for at least 60 days following the commencement of the bid and that no Common Shares will be taken up or paid for unless at such date more than 50% of the outstanding Common Shares held by Shareholders, other than the Offeror and certain related parties, have been deposited pursuant to the bid and not withdrawn; and | |
| (c) |
contains the conditions that no Common Shares be taken up or paid for pursuant to the Competing Permitted Bid prior to the close of business on a date that is not earlier than the later of 35 days after the date of the Competing Permitted Bid and the earliest date on which the Common Shares may be taken up or paid for under any prior bid in existence at the date of such Competing Permitted Bid; and then only if, at the time that such Common Shares are first taken up or paid for, more than 50% of then outstanding Common Shares held by Shareholders, other than the Offeror and certain related parties, have been deposited pursuant to the Competing Permitted Bid and not withdrawn. |
Redemption of Rights
All (but not less than all) of the Rights may be redeemed by the Board with the prior approval of the Shareholders at any time before a Flip-In Event occurs at a redemption price of $0.0001 per Right (subject to adjustment). In addition, in the event of a successful Permitted Bid, Competing Permitted Bid or a bid for which the Board has waived the operation of the Rights Plan, the Company will immediately upon such acquisition and without further formality, redeem the Rights at the redemption price. If the Rights are redeemed pursuant to the Rights Plan, the right to exercise the Rights will, without further action and without notice, terminate and the only right thereafter of the Rights holders is to receive the redemption price.
Waiver
Before a Flip-In Event occurs, the Board may waive the application of the “Flip-In” provisions of the Rights Plan to any prospective Flip-In Event which would occur by reason of a take-over bid made by a take-over bid circular to all registered holders of Common Shares. However, if the Board waives the Rights Plan with respect to a particular bid, it will be deemed to have waived the Rights Plan with respect to any other take-over bid made by take-over bid circular to all registered holders of Common Shares before the expiry of that first bid. The Board may also waive the “Flip-In” provisions of the Rights Plan in respect of any Flip-In Event provided that the Board has determined that the Acquiring Person became
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an Acquiring Person through inadvertence and has reduced its ownership to such a level that it is no longer an Acquiring Person.
Term of the Rights Plan
Unless otherwise terminated, the Rights Plan will expire at the Expiration Time (defined above).
Amending Power
Except for amendments to correct clerical or typographical errors and amendments to maintain the validity of the Rights Plan as a result of a change of applicable legislation or applicable rules or policies of securities regulatory authorities, Shareholder (other than the Offeror and certain related parties) or Rights holder majority approval is required for supplements or amendments to the Rights Plan. In addition, any supplement or amendment to the Rights Plan will require the written concurrence of the Rights Agent and prior written consent of the Toronto Stock Exchange.
Rights Agent
The Rights Agent under the Rights Plan is Computershare Investor Services Inc.
Rights Holder not a Shareholder
Until a Right is exercised, the holders thereof as such, will have no rights as a Shareholder of the Company.
The foregoing summary of the Rights Plan does not purport to be complete and is qualified in its entirety by reference to the Rights Plan.
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| Item 2. Exhibits. | ||
| Exhibit Number: | Description of Exhibit: | |
| 4.1 | Shareholder Rights Plan Agreement dated effective as of December 11, 2006, between Northern Dynasty Minerals Ltd. and Computershare Investor Services Inc., as Rights Agent, which includes the Form of Rights Certificate as Exhibit A |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: December 21, 2006 | NORTHERN DYNASTY MINERALS LTD. | |
| By: | /s/ Ronald W. Thiessen | |
| Name: | Ronald W. Thiessen | |
| Title: | Chief Executive Officer | |
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INDEX TO EXHIBITS