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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 2002
REGISTRATION NO. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HECLA MINING COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 82-0126240
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
6500 MINERAL DRIVE 83815-8788
COEUR D'ALENE, IDAHO (Zip Code)
(Address of Principal Executive Offices)
HECLA MINING COMPANY 1995 STOCK INCENTIVE PLAN
HECLA MINING COMPANY STOCK PLAN FOR NONEMPLOYEE DIRECTORS
HECLA MINING COMPANY KEY EMPLOYEE DEFERRED COMPENSATION PLAN
(Full Title of the Plans)
JOHN GALBAVY
HECLA MINING COMPANY
6500 MINERAL DRIVE
COEUR D'ALENE, IDAHO 83815-8788
(208) 769-4100
(Name and Address, Including Zip Code, and
Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED(1) REGISTERED UNIT PRICE REGISTRATION FEE
Common Stock, $.25 par value
Issuable Pursuant to:
1995 Stock Incentive Plan 3,000,000(2) $4.43(3) $13,290,000(3) $1,222.68
Stock Plan for Nonemployee Directors 880,000(2) $4.43(3) $3,898,400(3) $358.65
Key Employee Deferred Comp. Plan 6,000,000(2) $4.43(3) $26,580,000(3) $2,445.36
Deferred Compensation Obligations(4) $10,000,000 100% $10,000,000 $920.00
Stock Options(5) 6,000,000(2) (6) (6) N/A
Total N/A N/A $53,768,400 $4,946.69
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(1) This Registration Statement also pertains to Hecla Mining Company's series
A junior participating preferred share purchase rights. Until the
occurrence of certain prescribed events, the rights are not exercisable,
are evidenced by the certificates for the common stock and will be
transferred along with and only with such securities. Thereafter, separate
rights certificates will be issued representing one right for each share of
common stock held, subject to adjustment pursuant to anti-dilution
provisions.
(2) The number of shares of common stock being registered hereby is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(3) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) and (h) under the Securities Act of 1933. The calculation
of the proposed maximum offering price is based upon the average of the
high and low sales prices of the common stock of Hecla Mining Company on
July 18, 2002 as reported by the New York Stock Exchange consolidated
reporting system.
(4) The deferred compensation obligations are the unsecured obligations of
Hecla Mining Company to pay deferred compensation in the future in
accordance with the terms of the Hecla Mining Company Key Employee Deferred
Compensation Plan.
(5) Pursuant to the Hecla Mining Company Key Employee Deferred Compensation
Plan, participants may elect to allocate deferred compensation into various
accounts. Deferred compensation allocated to one type of account will
result in a distribution from the Plan in the form of common stock.
Deferred compensation allocated to another type of account will result in a
distribution from the Plan made up of cash, common stock and/or discounted
options to purchase common stock. The number of shares of common stock
issued under the Plan, plus the number of shares of common stock issued
upon exercise of all options issued under the Plan will not exceed
6,000,000 shares.
(6) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933. The exercise price for
each option is unknown. Therefore, pursuant to Rule 457(h), the
calculation of the proposed maximum offering price of the stock options is
based upon the average of the high and low sales prices of the common stock
of Hecla Mining Company on July 18, 2002 as reported by the New York Stock
Exchange consolidated reporting system. As the number of shares of common
stock issued under the Plan, plus the number of shares of common stock
issued upon exercise of all stock options issued under the Plan will not
exceed 6,000,000 shares, this calculation is already shown and a fee is
already established in the chart above to the right of "Key Employee
Deferred Compensation Plan."
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EXPLANATORY NOTE
Hecla Mining Company, a Delaware corporation, is filing this registration
statement for the purpose of registering (i) 3,000,000 shares of its common
stock, $.25 par value per share, with associated preferred share purchase
rights, subject to adjustment to prevent dilution resulting from stock splits,
stock dividends or similar transactions, available for issuance in connection
with the Hecla Mining Company 1995 Stock Incentive Plan, as amended, (ii)
880,000 shares of its common stock, $.25 par value per share, with associated
preferred share purchase rights, subject to adjustment to prevent dilution
resulting from stock splits, stock dividends or similar transactions, available
for issuance in connection with the Hecla Mining Company Stock Plan for
Nonemployee Directors, as amended, (iii) 6,000,000 shares of its common stock,
$.25 par value per share, with associated preferred share purchase rights,
subject to adjustment to prevent dilution resulting from stock splits, stock
dividends or similar transactions, available for issuance in connection with the
Hecla Mining Company Key Employee Deferred Compensation Plan to participants who
choose to allocate their deferred compensation into an account under the Plan
that results in a distribution of common stock or who choose to allocate their
deferred compensation into an account under the Plan that, upon certain
elections by the participant, results in a distribution of options to purchase
common stock, (iv) deferred compensation obligations representing its unsecured
obligation to pay deferred compensation in the future (such obligations
currently expected not to exceed $10.0 million in the aggregate) in accordance
with the terms of the Hecla Mining Company Key Employee Deferred Compensation
Plan and (v) stock options to purchase up to 6,000,000 shares of its common
stock, $.25 par value per share, with associated preferred share purchase
rights, subject to adjustment to prevent dilution resulting from stock splits,
stock dividends or similar transactions, available for issuance in connection
with the Hecla Mining Company Key Employee Deferred Compensation Plan to
participants who choose to allocate their deferred compensation into an account
under the Plan that, upon certain elections by the participant, results in a
distribution of options to purchase common stock (the common stock described in
subsection (iii) plus the common stock issued upon exercise of the options
described in subsection (v) will not exceed 6,000,000 shares in aggregate).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Information required by Part I, Item 1 to be contained in each Section
10(a) Prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by Part I, Item 2 to be contained in each Section
10(a) Prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Hecla Mining Company with the Securities
and Exchange Commission are incorporated by reference in this registration
statement:
(a) Hecla's Annual Report on Form 10-K for the year ended December 31,
2001 (File No. 1-8491)
(b) Hecla's Definitive Proxy Statement, dated April 8, 2002, for the
Annual Meeting of Stockholders on May 10, 2002 (except the text
contained under the headings "Compensation of Executive Officers" and
"Comparison of Five-Year Cumulative Total Return") (File No. 1-8491)
(c) Hecla's Definitive Additional Proxy Materials, filed May 30, 2002
(File No. 1-8491).
(d) Hecla's Current Report on Form 8-K dated April 9, 2002 (File No.
1-8491)
(e) Hecla's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2002 (File No. 1-8491)
(f) The description of Common Stock contained in Hecla's Registration
Statement on Form 8-B, dated May 6, 1983 (File No. 1-8491), filed
under Section 12 of the Securities Exchange Act of 1934, including
any amendment or report filed for the purpose of updating such
description
(g) The description of Hecla's series A junior participating preferred
share purchase rights contained in Hecla's Registration Statement on
Form 8-A, dated May 17, 1996 (File No. 1-8491), filed under Section
12 of the Securities Exchange Act of 1934, including any amendment
or report filed for the purpose of updating such description
In addition, all documents filed by Hecla Mining Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
subsequent to the effective date of this registration statement, prior to the
filing of a post-effective
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amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part of
this registration statement from the date of filing of such documents. Any
statement contained herein or in any document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
in any other subsequently filed document which also is or is deemed to be
incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part of
this registration statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Deferred compensation obligations, common stock and options to purchase
shares of common stock of Hecla Mining Company are being offered under the Hecla
Mining Company Key Employee Deferred Compensation Plan to eligible employees of
Hecla and its participating affiliates. The Plan permits participants to defer
base salary, cash bonuses, sick pay and/or short-term disability benefits in
amounts elected by the participant in accordance with the terms of the Plan.
The amounts of base salary, cash bonuses, sick pay and/or short-term disability
deferred by participants under the Plan are referred to as "deferred
compensation." The "deferred compensation obligations" are the unsecured
obligations of Hecla to pay deferred compensation to the participants under the
terms of the Plan.
Subject to the terms of the Plan, participants may elect to have their
deferred compensation credited to two categories of accounts under the Plan.
Deferred compensation credited to one category of accounts will be denominated
in a number of units that will be equal to the number of shares of Hecla common
stock that could have been purchased with the dollar amount of the deferred
compensation, determined as of the last business day of each calendar quarter,
based on the average of the closing prices as reported on the New York Stock
Exchange for each day during that quarter, in which such compensation would have
otherwise been paid to the participant. Each unit will be measured by the value
of one share of common stock and treated as though invested in a share of common
stock. The Plan provides that Hecla will credit matching amounts with respect to
the deferred compensation credited to the first category of accounts in an
amount equal to at least 10% of the deferred compensation. In addition, the
Plan provides that Hecla may, at the sole discretion of the compensation
committee of Hecla's board of directors, credit additional amounts to this
category of accounts. Matching amounts and discretionary amounts will also be
denominated in units measured by the value of Hecla common stock and treated as
though invested in common stock. Upon distribution to the participant in
accordance with the terms of the Plan, deferred compensation, matching amounts
and any discretionary amounts that
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are credited to this category of accounts will be paid in shares of Hecla common
stock. Deferred compensation credited to this category of accounts may not be
moved to the second category of accounts.
Deferred compensation credited to the second category of accounts will be
denominated in U.S. dollars and will be credited with earnings at a specified
interest rate in accordance with the terms of the Plan. At the election of the
participant, amounts allocated to this account may be converted into options to
purchase shares of Hecla common stock, as described below, or units, which will
be measured by the value of Hecla common stock and treated as though invested in
common stock. No matching amounts will be credited with respect to the second
category of accounts. Upon distribution to the participant in accordance with
the terms of the Plan, deferred compensation credited to the second category of
accounts will be payable in cash, if denominated in U.S. dollars, or in shares
of Hecla common stock, if denominated in units. Shares of Hecla common stock
will be issued upon exercise of stock options. Deferred compensation credited
to the second category of accounts may not be moved to the first category of
accounts.
The stock options granted under the Plan will not qualify as "incentive
stock options" under Section 422 of the Internal Revenue Code of 1986, as
amended. The stock options will have a discounted exercise price of at least
10% but not exceeding 50% of Hecla's common stock price on the date of grant.
If Hecla's stock price is above $10.00 per share, the maximum discount will be
$1.00. Each participant may elect the discount to be applied to the
participant's stock options, subject to terms established by the compensation
committee of Hecla's board of directors. The number of shares of common stock
issuable upon exercise of each stock option will be determined by a formula
specified in the Plan and will be based on the applicable discount to the
exercise price of the stock option. The compensation committee of Hecla's board
of directors will determine the other terms and conditions of the stock options,
subject to the provisions of the Plan.
The deferred compensation obligations will be subject to the claims of
general creditors of Hecla. As a result, the deferred compensation obligations
will be unfunded, unsecured obligations of Hecla to pay deferred compensation in
the future in accordance with the terms of the Plan, and generally will rank
equally with other unsecured indebtedness of Hecla from time to time
outstanding.
Hecla's board of directors reserves the right to amend the Plan at any
time, including the right to completely terminate the Plan and distribute
amounts allocated to the accounts to the participants in the Plan. No amendment
will reduce the amounts payable to participants under the Plan as of the date of
such amendment.
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A participant's rights or the rights of any other person to receive payment
of deferred compensation obligations, and the rights to receive and exercise
stock options granted under the Plan, may not be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered, or subjected to any charge or legal
process, except by a written designation of a beneficiary under the Plan.
The foregoing is merely a summary of the terms of the deferred compensation
obligations and the stock options. Participants should review the more detailed
information contained in the Plan.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Michael B. White, Esq., Secretary for Hecla Mining Company, who has
rendered an opinion on the legality of the securities being registered, owns
51,567 shares of common stock of Hecla and options to purchase 271,500 shares of
common stock of Hecla as of July 19, 2002.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Hecla Mining Company is organized under the Delaware General Corporation
Law (the "DGCL") which empowers Delaware corporations to indemnify any director
or officer, or former director or officer, who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director or officer of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement, actually and reasonably incurred in connection
with such action, suit or proceeding, provided that such director or officer
acted in good faith in a manner reasonably believed to be in, or not opposed to,
the best interests of the corporation, and, with respect to any criminal action
or proceeding, provided further that such director or officer has no reasonable
cause to believe his conduct was unlawful. The DGCL also empowers Delaware
corporations to provide similar indemnity to any director or officer, or former
director or officer, for expenses, including attorneys' fees, actually and
reasonably incurred by the person in connection with the defense or settlement
of actions or suits by or in the right of the corporation if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the interests of the corporation, except in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication
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of liability, but in view of all of the circumstances of the case, such director
or officer is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper. The DGCL
further provides that (i) to the extent a present or former director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding described above or in the defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person, in connection therewith;
and (ii) indemnification and advancement of expenses provided for, by, or
granted pursuant to, the DGCL shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled. The DGCL permits a Delaware
corporation to purchase and maintain on behalf of any director or officer,
insurance against liabilities incurred in such capacities. The DGCL also
permits a corporation to pay expenses incurred by a director or officer in
advance of the final disposition of an action, suit or proceeding, upon receipt
of an undertaking by the director or officer to repay such amount if it is
determined that such person is not entitled to indemnification. The DGCL
further permits a corporation, in its original certificate of incorporation or
an amendment thereto, to eliminate or limit the personal liability of a director
to the corporation or its stockholders for monetary damages for violations of
the director's fiduciary duty except: (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit.
Hecla Mining Company's Certificate of Incorporation and By-Laws provide
that Hecla shall indemnify its officers and directors to the extent permitted by
Delaware law. Hecla Mining Company's Certificate of Incorporation also
eliminates the personal liability of directors to Hecla or its shareholders for
monetary damages for breach of fiduciary duty to the extent permitted by
Delaware law.
In addition, Hecla has entered into an Indemnification Agreement with each
of its officers and directors, which states that if the officer or director that
is a party to the agreement was, is, or becomes a party to or witness or other
participant in, or is threatened to be made a party to, or witness or other
participant in, any threatened, pending, or completed action, suit, or
proceeding or any inquiry or investigation, whether conducted by Hecla or any
other party, by reason of (or arising in part out of) any event or occurrence
related to the fact that the officer or director is or was a director, officer,
employee, agent, or fiduciary of Hecla or is or was serving at Hecla's request
as a director, officer, employee, trustee, agent, or fiduciary of another
corporation, partnership, joint venture,
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employee benefit plan, trust, or other enterprise or by reason of anything done
or not done by the officer or director that is a party to the agreement in any
such capacity, Hecla shall indemnify such officer or director to the fullest
extent permitted by law against any and all attorneys' fees and all other costs,
expenses, and obligations paid or incurred in connection with investigating,
defending, being a witness in, or participating in any claim described above,
and judgments, fines, penalties, and amounts paid in settlement of any claim
described above, provided that a member or members of Hecla's board of directors
has not concluded upon review of the claim that the director or officer party to
the agreement would not be permitted to be indemnified under applicable law.
Prior to a change in control at Hecla, as defined in the agreement, the director
or officer who is a party to the agreement will not be entitled to
indemnification in connection with any claim described above by such officer or
director against Hecla or any other director or officer of Hecla except under
certain circumstances. In the event of a change in control of Hecla, as defined
in the agreement, other than a change in control which has been approved by a
majority of Hecla's Board of Directors who were directors immediately prior to
such change in control, then with respect to all matters thereafter rising
concerning the rights of the director or officer party to the agreement to
indemnity payments, Hecla is required to seek legal advice only from special,
independent counsel selected by such officer or director and approved by Hecla.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Hecla Mining Company 1995 Stock Incentive Plan (incorporated by
reference to Exhibit 99.1 to Hecla's Preliminary Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on
March 13, 2002 (File No. 1-8491)).
4.2 Hecla Mining Company Stock Plan For Nonemployee Directors
(incorporated by reference to Exhibit 99.2 to Hecla's Preliminary
Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on March 13, 2002 (File No. 1-8491)).
4.3* Hecla Mining Company Key Employee Deferred Compensation Plan.
5.1* Opinion and consent of Michael B. White as to the legality of the
securities being registered.
23.1* Consent of BDO Seidman, LLP.
23.2* Consent of PricewaterhouseCoopers LLP.
--------------------------
*filed herewith
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ITEM 9. UNDERTAKINGS.
(a) Hecla Mining Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that if the information required to be included in a post-
effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) is contained in
periodic reports filed with or furnished to the Securities and Exchange
Commission by Hecla Mining Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, that are incorporated by reference in the
registration statement, paragraphs (a)(1)(i) and (a)(1)(ii) will not apply.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b) Hecla Mining Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Hecla's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Hecla Mining Company pursuant to the foregoing provisions, or
otherwise, Hecla has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Hecla of expenses incurred or paid by a director, officer or
controlling person of Hecla in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Hecla will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, Hecla Mining Company 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 registration statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Coeur D'Alene,
State of Idaho, on July 24, 2002.
HECLA MINING COMPANY
By /s/ Arthur Brown
--------------------------
Arthur Brown, Chairman
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 dates indicated.
/s/ Phillips S. Baker, Jr. July 24, 2002 /s/ Theodore Crumley July 24, 2002
-------------------------- --------------------
Phillips S. Baker, Jr. Date Theodore Crumley Date
President and Director Director
(principal financial officer)
/s/ Arthur Brown July 24, 2002 /s/ Jorge E. Ordonez July 24, 2002
-------------------------- --------------------
Arthur Brown Date Jorge E. Ordonez Date
Chairman and Director Director
(principal executive officer)
/s/ Lewis E. Walde July 24, 2002 /s/ Charles L. McAlpine July 24, 2002
-------------------------- -----------------------
Lewis E. Walde Date Chalres L. McAlpine Date
Vice President - Controller Director
(principal accounting officer)
/s/ John E. Clute July 24, 2002 /s/ David J. Christensen July 24, 2002
-------------------------- ------------------------
John E. Clute Date David J. Christensen Date
Director Director
/s/ Joe Coors, Jr. July 24, 2002 /s/ Anthony P. Taylor July 24, 2002
-------------------------- ---------------------
Joe Coors, Jr. Date Anthony P. Taylor Date
Director Director
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
4.1 Hecla Mining Company 1995 Stock Incentive Plan (incorporated by
reference to Exhibit 99.1 to Hecla's Preliminary Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on
March 13, 2002 (File No. 1-8491)).
4.2 Hecla Mining Company Stock Plan For Nonemployee Directors
(incorporated by reference to Exhibit 99.2 to Hecla's Preliminary
Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on March 13, 2002 (File No. 1-8491)).
4.3* Hecla Mining Company Key Employee Deferred Compensation Plan.
5.1* Opinion and consent of Michael B. White as to the legality of the
securities being registered.
23.1* Consent of BDO Seidman, LLP.
23.2* Consent of PricewaterhouseCoopers LLP.
-------------------------
*filed herewith.