As filed with the Securities and Exchange Commission on August 19, 2008

 

Registration No. 333-152004

 

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

 

 

AGNICO-EAGLE MINES LIMITED

(Exact name of registrant as specified in its charter)

 

 

145 King Street East, Suite 400
Toronto, Ontario, M5C 2Y7

(Address, Including Zip Code, of Principal Executive Offices)

 

 

AGNICO-EAGLE MINES LIMITED
AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN

 

and

 

AGNICO-EAGLE MINES LIMITED
AMENDED AND RESTATED INCENTIVE SHARE PURCHASE PLAN

(Full title of plan)

 

 

Gerald D. Shepherd, Esq.

Davies Ward Phillips & Vineberg LLP

625 Madison Avenue, 12th Floor, New York, NY 10022

Tel: (212) 588-5500

Fax: (212) 308-0132
(Name, address and telephone number, including area code of agent for service)

 

with a copy to:

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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.

 

Large accelerated filer x		Accelerated filer o
Non-accelerated filer (do not check if a smaller reporting company) o		Smaller reporting company o

 

 

 

Explanatory Note

 

This Post-Effective Amendment No. 1 is being filed solely to add exhibits 4.1 (the Registrant’s Amended and Restated Employee Stock Option Plan) and 4.2 (the Registrant’s Amended and Restated Incentive Share Purchase Plan) to this Registration Statement on Form S-8.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

 

Exhibit		Description
4.1		Agnico-Eagle Mines Limited Amended and Restated Employee Stock Option Plan (1)
4.2		Agnico-Eagle Mines Limited Amended and Restated Incentive Share Purchase Plan (1)
5.1		Legal Opinion of Davies Ward Phillips & Vineberg LLP(2)
23.1		Consent of Ernst & Young LLP(2)
23.2		Consent of Davis Ward Phillips & Vineberg LLP (contained in the opinion included as Exhibit 5.1) (2)
24.1		Power of Attorney (included in signature page of this Registration Statement) (2)

 

(1) Filed herewith

 

(2) Previously filed

 

2

 

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 No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Toronto in the province of Ontario, on August 19, 2008.

 

	AGNICO-EAGLE MINES LIMITED
	By:	/s/ Sean Boyd
		Sean Boyd Vice Chairman and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to this Registration Statement has been signed by the following persons in the respective capacities.

 

August 19, 2008	/s/ Sean Boyd
	Sean Boyd,
	Vice Chairman and Chief Executive Officer and a Director
	(Principal Executive Officer)
August 19, 2008	/s/ David Garofalo
	David Garofalo,
	Senior Vice-President, Finance and Chief Financial Officer and a Director
	(Principal Financial and Accounting Officer)
August 19, 2008	*
	Eberhard Scherkus,
	President and Chief Operating Officer and a Director
August 19, 2008	*
	James D. Nasso
	Chairman of the Board of Directors
August 19, 2008	*
	Douglas R. Beaumont,
	Director
August 19, 2008	*
	Bernard Kraft,
	Director
August 19, 2008	*
	Howard R. Stockford
	Director
August 19, 2008	*
	Mel Leiderman,
	Director

 

3

 

August 19, 2008	*
	Leanne M. Baker
	Director and Authorized United States Representative
August 19, 2008	*
	Pertti Voutilainen
	Director
August 19, 2008
	Clifford J. Davis
August 19, 2008
	J. Merfyn Roberts

 

 

*By:	/s/ David Garofalo
	David Garofalo
	Attorney-in-Fact

 

4

 

EXHIBIT INDEX

 

Exhibit		Description
4.1		Agnico-Eagle Mines Limited Amended and Restated Employee Stock Option Plan (1)
4.2		Agnico-Eagle Mines Limited Amended and Restated Incentive Share Purchase Plan (1)
5.1		Legal Opinion of Davies Ward Phillips & Vineberg LLP(2)
23.1		Consent of Ernst & Young LLP(2)
23.2		Consent of Davis Ward Phillips & Vineberg LLP (contained in the opinion included as Exhibit 5.1) (2)
24.1		Power of Attorney (included in signature page of this Registration Statement) (2)

 

(1) Filed herewith

 

(2) Previously filed