As filed with the Securities and Exchange Commission on April 7, 2004
Registration No. 333-106592
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1 TO
FORM F-9
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Barrick Gold Corporation Barrick Gold Inc.
(Exact Name of Registrant as Specified in its Charter)
Ontario Ontario
(Province or Other Jurisdiction of Incorporation or
Organization)
1040 1040
(Primary Standard Industrial Classification Code Number)
Not Applicable Not Applicable
(I.R.S. Employee Identification No.)
BCE Place, TD Canada BCE Place, TD Canada
Trust Tower Trust Tower
Suite 3700 Suite 3700
161 Bay Street, 161 Bay Street,
P.O. Box 212 P.O. Box 212
Toronto, Ontario M5J 2S1 Toronto, Ontario M5J 2S1
(800) 720-7415 (800) 720-7415
(Address, including postal code, and telephone number, including area code,
of Registrant's principal executive offices)
CT Corporation System CT Corporation System
111 Eighth Avenue 111 Eighth Avenue
New York, New York New York, New York
10011 10011
(212) 894-8700 (212) 894-8700
(Name, Address (Including Zip Code) and Telephone Number (Including Area Code)
of Agent for Service in the United States)
Copies to:
Brice T. Voran Kevin Thomson
Shearman & Sterling LLP Davies Ward Phillips &
Commerce Court West Vineberg LLP
Suite 4405, P.O. Box 247 P.O. Box 63, 44th Floor
Toronto, Ontario M5L 1E8 1 First Canadian Place
(416) 360-8484 Toronto, Ontario M5X 1B1
(416) 863-5530
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement.
Province of Ontario
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check
appropriate box below):
A. |X| upon filing with the Commission, pursuant to Rule 467(a) (if in
connection with an offering being made contemporaneously in the United
States and Canada).
B. [_] at some future date (check appropriate box below):
1. [_] Pursuant to Rule 467(b) on ( ) at ( ) (designate a time not
sooner than seven calendar days after filing).
2. [_] Pursuant to Rule 467(b) on ( ) at ( ) (designate a time
seven calendar days or sooner after filing) because the securities
regulatory authority in the review jurisdiction has issued a receipt or
notification of clearance on ( ).
3. [_] Pursuant to Rule 467(b) as soon as practicable after notification of
the Commission by the registrant or the Canadian securities regulatory
authority of the review jurisdiction that a receipt or notification of
clearance has been issued with respect hereto.
4. [_] After the filing of the next amendment to this form (if preliminary
material is being filed).
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to the home jurisdiction's
shelf prospectus offering procedures, check the following box. |X|
EXPLANATORY NOTE
The purpose of this Amendment is to file an exhibit to the Registration
Statement. Accordingly, this Amendment consists only of the facing page, this
explanatory note, Part II of the Registration Statement and Part III of the
Registration Statement. The Prospectus is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
Indemnification
Under the Business Corporations Act (Ontario), Barrick Gold Corporation
and Barrick Gold Inc. (each a "Registrant" and a "Corporation") may indemnify a
present or former director or officer or a person who acts or acted at the
Corporation's request as a director or officer of another corporation of which
the Corporation is or was a shareholder or creditor, and his or her heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him or her in respect of any civil, criminal or administrative action or
proceeding to which he or she is made a party by reason of his or her being or
having been a director or officer of the Corporation or such other corporation
if the director or officer acted honestly and in good faith with a view to the
best interests of the Corporation and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that his or her conduct was lawful. Such
indemnification may be made in connection with an action by or on behalf of the
Corporation or such other corporation only with court approval. A director is
entitled to indemnification from the Corporation as a matter of right if he or
she was substantially successful on the merits of his or her defence and
fulfilled the conditions set forth above.
In accordance with provisions of the Business Corporations Act
(Ontario) described above, the by-laws of the Corporation provide that the
Corporation shall indemnify a director or officer, a former director or officer,
or a person who acts or acted at the Corporation's request as a director or
officer of a corporation of which the Corporation is or was a shareholder or
creditor, and his or her heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him or her in respect of any civil, criminal or
administrative action or proceeding to which he or she was made a party by
reason of being or having been a director or officer of the Corporation or such
other corporation if he or she acted honestly and in good faith with a view to
the best interests of the Corporation and, in the case of a criminal or
administrative action or proceeding that is enforced by monetary penalty, he or
she had reasonable grounds in believing that his or her conduct was lawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the U.S. Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
II-1
EXHIBITS TO POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-9
The exhibits to this Amendment to the Registration Statement are listed
in the exhibit index, which appears elsewhere herein.
Future exhibits to this Registration Statement may be incorporated by
reference at the Registrants' option from the documents either of the
Registrants has filed with or furnished previously to, or in the future files
with or furnishes to, the Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, or has submitted or in the future submits to
the Commission pursuant to Rule 12g3-2(b) under the Exchange Act if and to the
extent expressly provided in such documents.
II-2
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertaking.
The registrants undertake to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to the securities registered pursuant to this Form F-9 or to
transactions in said securities.
Item 2. Consent to Service of Process.
Concurrently with the initial filing of this Registration Statement,
each of the registrants filed with the Commission a written irrevocable consent
and power of attorney on Form F-X.
Any change to the name or address of the agent for service of either of
the registrants shall be communicated promptly to the Commission by an amendment
to the applicable Form F-X referencing the file number of the relevant
registration statement.
III-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
registrants certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-9 and that it has reasonable
grounds to believe that the Debt Securities will be rated "investment grade" by
the time of sale of such Debt Securities pursuant to this Registration
Statement, and has duly caused this Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Toronto, Province of Ontario, Canada, on this 7th day of April, 2004.
BARRICK GOLD CORPORATION
(Registrant)
By: /s/ Sybil E. Veenman
--------------------------------------------
Name: Sybil E. Veenman
Title: Associate General Counsel
and Secretary
BARRICK GOLD INC.
(Registrant)
By: /s/ Sybil E. Veenman
--------------------------------------------
Name: Sybil E. Veenman
Title: Associate General Counsel
and Secretary
III-2
SIGNATURES WITH RESPECT TO BARRICK GOLD CORPORATION
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed by or on behalf of
the following persons in the capacities and on the dates indicated:
Signature Title with Registrant Date
--------- --------------------- ----
*
------------------------
Peter Munk Chairman and Director April 7, 2004
*
------------------------
Gregory C. Wilkins President, Chief Executive Officer and Director April 7, 2004
(Principal Executive Officer)
*
------------------------
Jamie C. Sokalsky Senior Vice President and Chief Financial Officer April 7, 2004
(Principal Financial Officer)
*
------------------------
Andre R. Falzon Vice President and Controller April 7, 2004
(Principal Accounting Officer)
*
------------------------
John K. Carrington Vice Chairman and Director April 7, 2004
*
------------------------
Jack E. Thompson Vice Chairman and Director April 7, 2004
*
------------------------
Howard L. Beck Director April 7, 2004
*
------------------------
C. William D. Birchall Director April 7, 2004
*
------------------------
Tye W. Burt Vice Chairman and Executive Director, Corporate April 7, 2004
Development and Director
III-3
*
-------------------------
Marshall A. Cohen Director April 7, 2004
*
-------------------------
Peter A. Crossgrove Director April 7, 2004
*
-------------------------
Angus A. MacNaughton Director April 7, 2004
*
-------------------------
The Right Honourable Brian Mulroney Director April 7, 2004
*
-------------------------
Anthony Munk Director April 7, 2004
*
-------------------------
Joseph L. Rotman Director April 7, 2004
-------------------------
Gustavo Cisneros Director
-------------------------
Peter C. Godsoe, O.C. Director
* By: /s/ Sybil E. Veenman
----------------------------------------------
Attorney-in-fact
III-4
SIGNATURES WITH RESPECT TO BARRICK GOLD INC.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed by or on behalf of
the following persons in the capacities and on the dates indicated:
Signature Title with Registrant Date
--------- --------------------- ----
/s/ Gregory A. Lang
------------------------------------
Gregory A. Lang President and Director April 7, 2004
(Principal Executive Officer)
*
------------------------------------
Jamie C. Sokalsky Chief Financial Officer and Director April 7, 2004
(Principal Financial Officer)
*
------------------------------------
Andre R. Falzon Vice President and Controller April 7, 2004
(Principal Accounting Officer)
* Director April 7, 2004
------------------------------------
John K. Carrington
* By: /s/ Sybil E. Veenman
---------------------------------------
Attorney-in-fact
III-5
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the undersigned has signed this Amendment to the Registration Statement,
solely in the capacity of the duly authorized representative of Barrick Gold
Corporation and Barrick Gold Inc. in the United States, in the City of Toronto,
Province of Ontario, Canada on this 7th day of April, 2004.
BARRICK GOLDSTRIKE MINES INC.
By: /s/ Sybil E. Veenman
---------------------------------------
Name: Sybil E. Veenman
Title: Associate General Counsel
and Secretary
III-6
EXHIBIT INDEX
-------------
Exhibit
No. Description of Exhibit
--- ----------------------
2.1* Letter explaining calculation of interest coverage ratios
4.1* The comparative audited consolidated financial statements of Barrick
and the notes thereto for the year ended December 31, 2002 prepared in
accordance with U.S. GAAP, together with the report of the auditors
thereon (incorporated by reference to Exhibit 1 to Barrick Gold
Corporation's Form 40-F (Commission File No. 1-9059) filed with the
Commission on May 16, 2003) and management's discussion and analysis
(U.S. GAAP) of financial results for the year ended December 31, 2002,
found on pages 13 through 61 of Barrick's 2002 annual report
(incorporated by reference to Exhibit 2 to Barrick Gold Corporation's
Form 40-F (Commission File No. 1-9059) filed with the Commission on May
16, 2003)
4.2* The comparative audited consolidated financial statements of Barrick
and the notes thereto for the year ended December 31, 2002 prepared in
accordance with Canadian GAAP, together with report of the auditors
thereon (incorporated by reference to Exhibit 3 to Barrick Gold
Corporation's Form 40-F (Commission File No. 1-9059) filed with the
Commission on May 16, 2003) and management's discussion and analysis
(Canadian GAAP) of financial results for the year ended December 31,
2002 (incorporated by reference to Exhibit 4 to Barrick Gold
Corporation's Form 40-F (Commission File No. 1-9059) filed with the
Commission on May 16, 2003)
4.3* The comparative unaudited consolidated financial statements of Barrick
and the notes thereto for the quarter ended March 31, 2003 prepared in
accordance with U.S. GAAP, together with management's discussion and
analysis (U.S. GAAP) of financial results for the quarter ended March
31, 2003 (incorporated by reference to Exhibit 1 to Barrick Gold
Corporation's Form 6-K (Commission File No. 1-9059) furnished to the
Commission on May 27, 2003)
4.4* The comparative unaudited consolidated financial statements of Barrick
and the notes thereto for the quarter ended March 31, 2003 prepared in
accordance with Canadian GAAP, together with management's discussion
and analysis (Canadian GAAP) of financial results for the quarter ended
March 31, 2003 (incorporated by reference to Exhibit 2 to Barrick Gold
Corporation's Form 6-K (Commission File No. 1-9059) furnished to the
Commission on May 27, 2003)
4.5* The annual information form of Barrick dated May 14, 2003 for the year
ended December 31, 2002 (incorporated by reference to Barrick Gold
Corporation's Form 40-F (Commission File No. 1-9059) filed with the
Commission May 16, 2003)
4.6* The management information circular of Barrick dated March 31, 2003
prepared for the annual meeting of Barrick shareholders held on May 7,
2003, other than the sections entitled "Report on Executive
Compensation" and "Performance Graph" (incorporated by reference to
Exhibit 2 to Barrick Gold Corporation's Form 6-K (Commission File No.
1-9059), excluding such sections, furnished to the Commission on April
9, 2003)
4.7* The material change report filed by Barrick dated February 14, 2003
relating to the appointment of Mr. Gregory C. Wilkins as President and
Chief Executive Officer and the establishment of a probable reserve for
Canadian reporting purposes of approximately 6.5 million ounces of gold
at Barrick's Alto Chicama property in Peru (incorporated by reference
to Exhibit 1 to Barrick Gold Corporation's Form 6-K (Commission File
No. 1-9059) furnished to the Commission on February 18, 2003)
5.1* Consent of PricewaterhouseCoopers LLP dated June 27, 2003
5.2* Consent of Davies Ward Phillips & Vineberg LLP
5.3** Consent of PricewaterhouseCoopers LLP dated April 7, 2004
6.1* Powers of Attorney (included on the signature page of this registration
statement)
7.1* Form of Indenture
7.2* Statement of Eligibility of the Trustee on Form T-1
---------------------
* Previously filed.
** Filed herewith.
EXHIBIT 5.3