Post-effective Amendment to an S-8 Filing (s-8 Pos)
July 25 2018 - 3:28PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July
25, 2018
Registration No. 333-215156
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
KLONDEX MINES UNLIMITED LIABILITY
COMPANY
(Exact name of registrant as specified in its
charter)
British Columbia
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98-1153397
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification No.)
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organization)
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6110 Plumas Street, Suite A
Reno, Nevada 89519
(775)
284-5757
(Address of Principal Executive Offices)
Klondex Mines Ltd. Share Incentive Plan
Klondex
Mines Ltd. Share Option and Restricted Share Unit Plan
(Full title of
the plan)
David C. Sienko, Esq.
General Counsel
Hecla Mining Company
6500 North Mineral Drive, Suite 200
Coeur dAlene, Idaho 83815-9408
(208) 769-4100
(Name, address and telephone number, including area code, of agent for
service)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or an emerging growth company. See the definitions of large
accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
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Accelerated filer
[ x ]
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Non-accelerated filer [ ] (Do not check if a smaller
reporting company)
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Smaller reporting company [ ]
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Emerging growth company [ x ]
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities Act. [ ]
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
On December 16, 2016, Klondex Mines Unlimited Liability
Company, then known as Klondex Mines Ltd. (the Registrant), filed with the
Securities and Exchange Commission a registration statement on Form S-8,
Registration No. 333-215156 (the Registration Statement), pertaining to the
original registration of a total of 12,860,717 shares of the common stock, no
par value, of the Registrant issuable under the Registrants (i) Share Incentive
Plan, and (ii) Share Option and Restricted Share Unit Plan.
On March 16, 2018, the Registrant entered into an arrangement
agreement (the Arrangement Agreement) with Hecla Mining Company (Hecla) and
1156291 B.C. Unlimited Liability Company, a wholly-owned subsidiary of Hecla,
pursuant to which Hecla agreed to acquire all of the issued and outstanding
shares of the Registrant (the Arrangement). On July 12, 2018, the Registrant
held an annual and special meeting of securityholders at which the
securityholders of the Registrant approved the Arrangement. The Arrangement was
completed on July 20, 2018 and the Registrants name was changed from Klondex
Mines Ltd. to Klondex Mines Unlimited Liability Company.
As a result of the Arrangement, the offering pursuant to the
Registration Statement has been terminated. In accordance with the undertaking
made by the Registrant in the Registration Statement, the Registrant hereby
removes from registration, by means of a post-effective amendment, any
securities registered under the Registration Statement which remained unsold at
the termination of the offering.
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
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Coeur
dAlene, State of Idaho, on this 25th day of July, 2018.
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KLONDEX MINES UNLIMITED LIABILITY
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COMPANY
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By:
/s/ Lawrence P. Radford
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Name: Lawrence P. Radford
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Title: President
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Note: No other person is required to sign this Post-Effective
Amendment in reliance upon Rule 478 under the Securities Act of 1933, as
amended.
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