As filed with the Securities and Exchange Commission
on May 9, 2000.
Registration No. _____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
U.S. GOLD CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-0796160
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2201 Kipling Street, Suite 100, Lakewood, Colorado 80215-1545
(Address of principal executive office) (Zip Code)
Registrant's telephone number (303) 238-1438
U.S. GOLD CORPORATION
AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION
AND STOCK GRANT PLAN
(Full title of the Plan)
William W. Reid, President and
Chairman of the Board of Directors
U.S. GOLD CORPORATION
2201 Kipling Street, Suite 100
Lakewood, Colorado 80215-1545
(303) 238-1438
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================
Title of Amount Proposed Maxi- Proposed Maxi-
Securities To To Be mum Offering imum Aggregate
Be Registered Registered Price Per Share* Offering
===================================================================
Common Shares 1,150,000 $0.25 $287,500
$0.10 par value
=======================================================
* Calculated under Rule 457(c) based on the average bid and asked
price of shares of the Common Stock on the Over-The-Counter market
on May 8, 2000.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
U.S. Gold Corporation (the "Company") hereby incorporates by
reference the contents of its Registration Statement on Form S-8
(File No. 33-47460).
Opinions and Consents
5.1 Opinion of Law Office of Reed & Reed, P.C. as to the
legality of the Company's common stock being registered.
23.1 Consent of Stark Tinter & Associates, LLC.
23.2 Consent of Law Office of Reed & Reed, P.C. (included in Item
5.1 of above).
99.1 Amended and Restated Stock Option and Stock Grant Plan
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, U.S. Gold Corporation 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, as
amended, to be signed on its behalf by the undersigned, thereunto
duly authorized, in Lakewood, Colorado on May 9, 2000.
U.S. GOLD CORPORATION
By: /s/ William W. Reid
William W. Reid
President, Chief Executive Officer
and Chairman of the Board of Directors
By: /s/ William F. Pass
William F. Pass
Vice President, Chief Financial Officer
and Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Date: May 9, 2000 By: /s/ David C. Reid
David C. Reid
Director and Vice President
Date: May 9, 2000 By: /s/ John W. Goth
John W. Goth
Director
Date: May 9, 2000 By: /s/ Douglas J. Newby
Douglas J. Newby
Director
Exhibits 5.1 and 23.2
LAW OFFICES OF REED & REED, P.C.
ATTORNEY AT LAW
1919 14th St., Suite 330
BOULDER, COLORADO 80302
TELEPHONE (303) 413-0691
TELECOPIER (303) 413-0645
May 9, 2000
U.S. Gold Corporation
2201 Kipling St., Suite 100
Lakewood, Colorado 80215-1545
Gentlemen:
In connection with the Registration Statement on Form S-8,
being filed by U.S. Gold Corporation (the "Company") with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to the registration of an additional
1,150,000 shares, of the Company's Common Stock, $.10 par value,
offered under the Company's Amended and Restated Stock Option and
Stock Grant Plan (the "Plan"), we are of the opinion that:
1. The Company is a validly organized and existing corporation
under the laws of Colorado.
2. All necessary corporate action has been duly taken to
authorize the establishment of the Plan and the issuance of an
additional 1,150,000 shares of the Company's Common stock under the
Plan; and
3. The shares of the Company's Common Stock, when issued in
accordance with the Plan, will be legally issued, fully paid and
nonassessable shares of the Common Stock of the Company.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement referred to above.
Very truly yours,
Law Office of Reed & Reed, P.C.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of U.S. Gold Corporation on Form S-8 (File No. 33-47460)
of our report dated March 17, 2000, on our audits of the financial
statements of U.S. Gold Corporation as of December 31, 1999 and the
results of its operations, and its cash flows for each of the two
years ended December 31, 1999 and 1998, which report is included in
the Annual Report on Form 10-KSB,
Stark Tinter & Associates, LLC
Denver, Colorado
May 9, 2000
U. S. GOLD CORPORATION
AMENDED AND RESTATED
NON-QUALIFIED STOCK OPTION AND STOCK GRANT PLAN
This Amended and Restated Non-Qualified Stock Option and Stock
Grant Plan (the "Plan") is adopted in consideration of services rendered and to
be rendered by key personnel to U. S. Gold Corporation, its subsidiaries and
affiliates.
1. Definitions.
The terms used in this Plan shall, unless otherwise indicated or required
by the particular context, have the following meanings:
Board: The Board of Directors of U. S. Gold Corporation, or any duly
authorized committee of the Board.
Common Stock: The $.10 par value Common Stock of U. S. Gold Corporation.
Company: U. S. Gold Corporation, a corporation incorporated under the laws
of Colorado, and any successors in interest by merger, operation of law,
assignment or purchase of all or substantially all of the property, assets or
business of the Company.
Date of Grant: The date on which an Option (see below) is granted under
the Plan.
Fair Market Value: The Fair Market Value of the Option Shares. Such Fair
Market Value as of any date shall be reasonably determined by the Board;
provided, however, that if there is a public market for the Common Stock, the
Fair Market Value of the Option Shares as of any date shall not be less than
the bid price for the Common Stock on that date (or on the preceding business
day if such date is a Saturday, Sunday, or a holiday), on either an
over-the-counter market or national exchange, as reported by NASDAQ, The Denver
Post, Denver, Colorado, or if not available there, in the Wall Street Journal,
or if not available there, as available from internet sources such as America
On-Line or other reporters of such financial data; provided, further, that if
no such reported bid price is available, the Fair Market Value of such shares
shall not be less than the average of the means between the bid and asked prices
quoted on that date by any two independent persons or entities making a market
for the Common Stock, such persons or entities to be selected by the Board.
Fair Market Value shall be determined without regard to any restriction other
than a restriction which, by its terms, will never lapse.
Key Person: A person (including, without limitation, employees, directors,
officers, consultants or advisors) designated by the Board upon whose judgment,
initiative and efforts the Company or a Related Company may rely.
Option: The rights granted to a Key Person to purchase Common Stock
pursuant to the terms and conditions of an Option Agreement (see below).
Option Agreement: The written agreement (and any amendment or supplement
thereto) between the Company and a Key Person designating the terms and
conditions of an Option.
Option Shares: The shares of Common Stock underlying an Option granted
to a Key Person.
Optionee: A Key Person who has been granted an Option.
Recipient: A Key Person who has been granted a Stock Grant.
Related Company: Any subsidiary or affiliate of the Company. The
determination of whether a corporation is a Related Company shall be made
without regard to whether the entity or the relationship between the entity
and the Company now exists or comes into existence hereafter.
Stock Grant: The grant of shares of the Company's Common Stock to a Key
Person pursuant to the terms of the Plan.
Stock Grant Shares: The shares of Common Stock represented by a Stock
Grant.
2. Purpose and Scope.
(a) The purpose of the Plan is to advance the interests of the Company
and its stockholders by affording Key Persons, upon whose judgment, initiative
and efforts the Company may rely for the successful conduct of their businesses,
an opportunity for investment in the Company and the incentive advantages
inherent in stock ownership in the Company.
(b) This Plan authorizes the Board to grant Options and make Stock Grants
to Key Persons selected by the Board while considering criteria such as
employment position or other relationship with the Company, duties and
responsibilities, ability, productivity, length of service or association,
morale, interest in the Company, recommendations by supervisors, and other
matters.
3. Administration of the Plan.
The Plan shall be administered by the Board. The Board shall have the
authority granted to it under this section and under each other section of the
Plan.
In accordance with and subject to the provisions of the Plan, the Board
shall select the Optionees and Recipients, shall determine (i) the number of
shares of Common Stock to be subject to each Option and/or Stock Grant, (ii)
the time at which each Option and/or Stock Grant is to be granted, (iii) whether
an Option shall be granted in exchange for the cancellation and termination of
a previously granted option or options under the Plan or otherwise, (iv) the
purchase price for Option Shares, (v) the option period, (vi) the consideration
(if any) for a Stock Grant, and (vii) the manner in which an Option becomes
exercisable. In addition, the Board shall fix such other terms of each Option
and/or Stock Grant as it may deem necessary or desirable. The Board shall
determine the form of Option Agreement to evidence each Option.
The Board from time to time may adopt such rules and regulations for
carrying out the purposes of the Plan as it may deem proper and in the best
interests of the Company.
The Board may from time to time make such changes in and additions to the
Plan as it may deem proper and in the best interest of the Company provided,
however, that no such change or addition shall impair any Option or Stock Grant
previously granted under the Plan.
Each determination, interpretation or other action made or taken by the
Board shall be final, conclusive and binding on all persons, including without
limitation, the Company, the Related Companies, the stockholders, directors,
officers and employees of the Company and the Related Companies, and the
Optionees, the Recipients and their respective successors in interest.
4. The Common Stock.
The Board is authorized to appropriate, grant Options and make Stock Grants
with respect to, and otherwise issue and sell for the purposes of the Plan, a
total number not in excess of 2,400,000 shares of Common Stock, either treasury
or authorized but unissued, or the number and kind of shares of stock or other
securities which in accordance with Section 9 shall be substituted for the
2,400,000 shares or into which such 2,400,000 shares shall be adjusted. All
or any unsold shares subject to an Option or Stock Grant that for any reason
expires or otherwise terminates may again be made subject to Options and Stock
Grants under the Plan.
5. Eligibility.
Options and Stock Grants shall be granted only to Key Persons. Key Persons
may hold more than one Option or Stock Grant under the Plan and may hold Options
and Stock Grants under the Plan and options granted pursuant to other plans or
otherwise.
6. Option Price.
The Board shall determine the purchase price for the Option Shares;
provided, however, that the purchase price to be paid by Optionees for Option
Shares shall not be less than one hundred percent of the Fair Market Value of
the Option Shares on the Date of Grant.
7. Duration and Exercise of Options.
(a) The option period shall commence on the Date of Grant and shall be
up to 10 years in length subject to the limitations in this Section 7 and the
Option Agreement.
(b) During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee. Any Option held by an Optionee at the time of his death
may be exercised by his estate only within six months of his death or such
longer period as the Board may determine.
(c) The Board may determine whether an Option shall be exercisable as
provided in Paragraph (a) of this Section 7 or whether the Option shall be
exercisable in installments only; if the Board determines the latter, it shall
determine the number of installments and the percentage of the Option
exercisable at each installment date. All such installments shall be
cumulative.
(d) In the case of an Optionee who is an employee of the Company or a
Related Company, if, for any reason, other than the Optionee's death, the
Optionee ceases to be employed by either the Company or a Related Company, any
option held by the Optionee at the time his employment ceases may be exercised
within 90 days after the date that his employment ceased, (subject to the
limitations of Paragraph (a) above), but only to the extent that the option
was exercisable according to its terms on the date the Optionee's
employment ceased. After such 90-day period, any unexercised portion of an
Option shall expire.
(e) Notwithstanding the provision of Paragraph (d) of this Section 7,
in the case of an Optionee who is an employee of the Company or a Related
Company, if the Optionee's employment by the Company or a Related Company ceases
due to the Company's or Related Company's termination of such Optionee's
employment for cause, any unexercised portion of any Option held by the Optionee
shall immediately expire.
(f) Each Option shall be exercised in whole or in part by delivering to
the office of the Treasurer of the Company written notice of the number of
shares with respect to which the Option is to be exercised and by paying in full
the purchase price for the Option Shares purchased as set forth in Section 8;
provided, that an Option may not be exercised in part unless the purchase price
for the Option Shares Purchased is at least $1,000.00.
8. Payment for Option Shares.
If the purchase price of the Option Shares Purchased by any Optionee at
one time exceeds $2,000, the Board may permit all or part of the Purchase price
for the Option Shares to be paid by delivery to the Company for cancellation
shares of the Company's Common Stock previously owned by the Optionee with a
Fair Market Value as of the date of the payment equal to the portion
of the purchase price for the Option Shares that the Optionee does not pay in
cash.
The Board may also permit use of attestation of shares already owned by
the Optionee to eliminate the need for physical delivery of stock certificate(s)
by the Optionee to the Company under this Section 8. By use of attestation,
the Optionee will be issued the number of shares exercised reduced by the
number of whole shares necessary to pay the exercise price, or portion
thereof.
In the case of all other Option exercises, the purchase price shall be paid
in cash or available funds upon exercise of the Option.
9. Change in Stock, Adjustments Etc.
In the event that each of the outstanding shares of Common Stock (other
than shares held by dissenting stockholders that are not changed or exchanged)
should be changed into, or exchanged for, a different number or kind of shares
of stock or other securities of the Company, or, if further changes or exchanges
of any stock or other securities into which the Common Stock shall have
been changed, or for which it shall have been exchanged, shall be made
(whether by reason of merger, consolidation, reorganization, recapitalization,
stock dividends, reclassification, split-up, combination of shares or
otherwise), then there shall be substituted for each share of Common
Stock that is subject to the Plan, the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock (other than
shares held by dissenting stockholders which are not changed or exchanged) shall
be so changed or for which each outstanding share of Common Stock (other than
shares held by dissenting stockholders) shall be so changed or for which each
such share shall be exchanged. Any securities so substituted shall be subject
to similar successive adjustments. In the event of any such changes or
exchanges, the Board shall determine whether, in order to prevent dilution or
enlargement of rights, an adjustment should be made in the number, kind, or
option price of the shares or other securities then subject to an Option or
Stock Grant granted pursuant to the Plan and the Board shall make any such
adjustment, and such adjustments shall be made and shall be effective and
binding for all purposes of the Plan.
10. Relationship to Employment.
Nothing contained in the Plan, or in any Option or Stock Grant granted
pursuant to the Plan, shall confer upon any Optionee or Recipient any right with
respect to employment by the Company, or interfere in any way with the right of
the Company to terminate the Optionee's or Recipient's employment or services
at any time.
11. Nontransferability of Option or Stock Grant.
No Option or Stock Grant granted under the Plan shall be transferable by
the Optionee or Recipient, either voluntarily or involuntarily, except by will
or the laws of descent and distribution, and any attempt to do so shall be null
and void.
12. Rights as a Stockholder.
No person shall have any rights as a stockholder with respect to any share
covered by an Option or Stock Grant until that person shall become the holder
of record of such shares and, except as provided in Section 9, no adjustments
shall be made for dividends or other distributions or other rights as to which
there is an earlier record date.
13. Securities Laws Requirements.
No Option Shares or Stock Grants shall be issued unless and until, in the
opinion of the Company, any applicable registration requirements of the
Securities Act of 1933, as amended, any applicable listing requirements of any
securities exchange on which stock of the same class is then listed, and any
other requirements of law or of any regulatory bodies having jurisdiction over
such issuance and delivery, have been fully complied with. Each Option and each
Option and Stock Grant Share certificate may be imprinted with legends
reflecting federal and state securities laws restrictions and conditions, and
the Company may comply therewith and issue "stop transfer" instructions to its
transfer agent and registrar in good faith without liability.
14. Disposition of Shares.
Each Optionee, as a condition of exercise, and each Recipient shall
represent, warrant and agree, in a form of written certificate approved by the
Company, as follows: (a) that all Option and Stock Grant Shares are being
acquired solely for his own account and not on behalf of any other person or
entity; (b) that no Option or Stock Grant Shares will be sold or otherwise
distributed in violation of the Securities Act of 1933, as amended, or any other
applicable federal or state securities laws; (c) that if he is subject to
reporting requirements under Section 16(a) of the Securities Exchange Act of
1934, as amended, he will (i) not sell any shares of Common Stock within six
months of the date he acquired any Option or Stock Grant, (ii) furnish the
Company with a copy of each Form 3, 4 or 5 filed by him, and (iii) timely file
all reports required under the federal securities laws; and (d) that he will
report all sales of Option and/or Stock Grant Shares to the Company in writing
on a form prescribed by the Company.
15. Effective Date of Plan; Termination Date of Plan.
The Plan shall be deemed effective as of March 17, 1989. The Plan shall
terminate at midnight on March 16, 2009 except as to Options previously granted
and outstanding under the Plan at that time. No Options or Stock Grants shall
be granted after the date on which the Plan terminates. The Plan may be
amended, extended, abandoned or terminated at any earlier time by the Board,
except with respect to any Options or Stock Grant then outstanding under the
Plan.
16. Other Provisions.
The following provisions are also in effect under the Plan:
(a) The use of a masculine gender in the Plan shall also include within
its meaning the feminine, and the singular may include the plural, and the
plural may include the singular, unless the context clearly indicates to the
contrary.
(b) Any expense of administering the Plan shall be borne by the Company.
(c) This Plan shall be construed to be in addition to any and all other
compensation plans or programs. The adoption of the Plan by the Board shall
not be construed as creating any limitations on the power or authority of the
Board to adopt such other additional incentive or other compensation
arrangements as the Board may deem necessary or desirable.
(d) The validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and the rights of any and
all personnel having or claiming to have an interest therein or thereunder
shall be governed by and determined exclusively and solely in accordance with
the laws of the state of Colorado.
As Amended 4/20/2000
