As filed with the Securities and Exchange Commission on April 17, 2015
Registration No. 333-194411
Registration No. 333-179289
Registration No. 333-153104
Registration No. 333-148831
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-194411
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-179289
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-153104
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-148831
UNDER
THE
SECURITIES ACT OF 1933
Paramount Gold and Silver Corp.
(Exact name of registrant as specified in its charter)
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Delaware |
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20-3690109 |
(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification No.) |
665 Anderson Street
Winnemucca, Nevada 89445
(775) 625-3600
(Address
of principal executive offices)
Casey M. Nault
Senior
Vice President, General Counsel and Secretary
Coeur Mining, Inc.
104 S. Michigan Avenue, Suite 900
Chicago, Illinois 60603
(312) 489-5800
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Steven Shoemate
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New
York, New York 10166-0193
(212) 351-3879
Approximate
date of commencement of proposed sale to the public: Not applicable
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) of the Securities Act, check the following box ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) of the Securities Act, check the following box ¨
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filed, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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Accelerated filer |
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x |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this Post-Effective Amendment) relates to the following Registration Statements of Paramount Gold
and Silver Corp. (the Company) on Form S-3 (collectively, the Registration Statements):
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Registration Statement No. 333-194411, registering up to $90,000,000 aggregate value of the Companys common stock, preferred stock, depositary shares, warrants and units of the Company; |
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Registration Statement No. 333-179289, registering up to $90,000,000 aggregate value of the Companys common stock, warrants and units of the Company; |
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Registration Statement No. 333-153104, registering up to $80,000,000 aggregate value of the Companys common stock and warrants to purchase shares of common stock of the Company; and |
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Registration Statement No. 333-148831, registering 1,000,000 shares of common stock of the Company and 1,000,000 shares of common stock of the Company underlying warrants to purchase shares of common stock of the
Company. |
On April 17, 2015, pursuant to the Agreement and Plan of Merger among Coeur Mining, Inc. (Coeur),
the Company, Hollywood Merger Sub, Inc. and Paramount Nevada Gold Corp., a wholly owned subsidiary of the Company that was subsequently merged with and into its direct subsidiary, Paramount Gold Nevada Corp., Hollywood Merger Sub, Inc. merged with
and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Coeur (the Merger). At the effective time of the Merger, each outstanding share of the Companys common stock (other
than shares owned by the Company, Coeur or Merger Sub, which were cancelled) was converted into the right to receive 0.2016 shares of common stock of Coeur, with cash paid in lieu of fractional shares.
As a result of the Merger, the Company has terminated any and all offerings of the Companys securities pursuant to the Registration
Statement. Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made by the Company in Part II of each of the Registration Statements to remove from registration, by means
of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offerings, the Company hereby removes from registration all of such securities of the Company registered but
unsold under the Registration Statements, if any.
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-3 and has duly caused this Post-Effective Amendment to Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on
April 17, 2015.
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PARAMOUNT GOLD AND SILVER CORP. |
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By: |
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/s/ Mitchell J. Krebs |
Name: |
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Mitchell J. Krebs |
Title: |
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Chairman, President and Director |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed
by the following persons in the capacities and on the date indicated.
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SIGNATURE |
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TITLE |
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DATE |
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Principal Executive Officer |
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/s/ Mitchell J. Krebs
Mitchell J. Krebs |
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Chairman, President and Director |
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April 17, 2015 |
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Principal Financial Officer |
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/s/ Peter C. Mitchell
Peter C. Mitchell |
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Vice President and Director |
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April 17, 2015 |
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Principal Accounting Officer |
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/s/ Mark Spurbeck
Mark Spurbeck |
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Vice President |
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April 17, 2015 |
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/s/ Frank L. Hanagarne, Jr.
Frank L. Hanagarne, Jr. |
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Vice President and Director |
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April 17, 2015 |
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