| As filed with the Securities and Exchange Commission on May 1, 2014 |
| Registration File No. 333-192208 |
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
________________
POLYMET MINING CORP.
(Exact name
of registrant as specified in its charter)
| British Columbia, Canada | Not Applicable |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| First Canadian Place | |
| 100 King Street West. Suite 5700 | M5X 1C7 |
| Toronto, ON. Canada | (Zip Code) |
| (Address of Principal Executive Offices) |
PolyMet Mining Corp. 2007 Omnibus Share
Compensation Plan
(Full title of the plan)
Douglas J. Newby
Poly Met Mining, Inc.
444 Cedar Street, Suite 2060
St. Paul, Minnesota 55101
Telephone: (651) 389-4100
(Name and Address of Agent for
Service)
with a copy to:
Henry I. Rothman, Esq.
Troutman Sanders, LLP
The Chrysler Building
405 Lexington Avenue
New
York, New York 10174
(212) 704-6000
EXPLANATORY NOTE
On November 8, 2013, PolyMet Mining Corp. (the “Company”), filed a Registration Statement on Form S-8 (Registration No. 333-192208) with the Securities and Exchange Commission (the “Original Registration Statement”). Pursuant to the undertakings contained in Part II, Item 9 of the Original Registration Statement, the Company is filing this Post-Effective Amendment No. 1 (this “Amendment”) for the sole purpose of updating Exhibit 23.1 of the Original Registration Statement to incorporate by reference the audit report of PricewaterhouseCoopers LLP dated April 25, 2014 with respect to the Company’s consolidated financial statements for the fiscal year ended January 31, 2014. This Amendment does not modify any provision of Part I or Part II of the Original Registration Statement other than Exhibit 23.1 as set forth below and filed herewith.
No additional shares of the Company’s common stock are being registered pursuant to this Amendment and the registration fees for the shares of the Company’s common shares to which the Original Registration Statement and this Amendment apply were paid at the time of filing the Original Registration Statement. Therefore, no additional registration fees are required.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. Exhibits.
See Exhibit Index immediately preceding the Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the 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 to be signed on its behalf by the undersigned, thereunto duly authorized in Toronto, Ontario, Canada, on May 1, 2014.
| POLYMET MINING CORP. | ||
| By: | /s/ Douglas J. Newby | |
| Name: | Douglas J. Newby | |
| Title: | Chief Financial Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature |
Title | Date | ||
| /s/ Jonathan C. Cherry | President, Chief Executive | May 1, 2014 | ||
| Jonathan C. Cherry | Officer and Director (Principal | |||
| Executive Officer) | ||||
| /s/ Douglas J. Newby | Chief Financial Officer | May 1, 2014 | ||
| Douglas J. Newby | (Principal Financial and | |||
| Accounting Officer) | ||||
| * | Chairman of the Board of | May 1, 2014 | ||
| W. Ian L. Forrest | Directors and Director | |||
| * | Director | May 1, 2014 | ||
| Frank Sims | ||||
| * | Director | May 1, 2014 | ||
| William Murray | ||||
| * | Director | May 1, 2014 | ||
| David Dreisinger | ||||
| * | Director | May 1, 2014 | ||
| Stephen Rowland | ||||
| * | Director | May 1, 2014 | ||
| Alan R. Hodnik | ||||
| * | Director | May 1, 2014 | ||
| Michael M. Sill |
| * By: | /s/ Douglas J. Newby |
| Douglas J. Newby | |
| Attorney-in-fact | |
| May 1, 2014 |
EXHIBIT INDEX
| Exhibit | |
| Number | |
| 23.1 | Consent of Independent Auditors * |
____________________
*Filed herewith