As filed with the Securities and Exchange Commission on May 10, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
USMX, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other 84-1076625
jurisdiction of (I.R.S. Employer
incorporation or Identification No.)
organization)
James A. Knox Copies of
USMX, INC. communications to:
141 Union Blvd., Robert M. Bearman, Esq.
USMX, INC. Suite 100 Bearman Talesnick &
141 Union Blvd., Lakewood, CO 80228 Clowdus
Suite 100 (303) 985-4665 Professional Corporation
Lakewood, CO 80228 1200 17th Street,
(303) 985-4665 (Name, address, Suite 2600
including zip code, Denver, CO 80202-5826
and telephone (303) 572-6500
(Address, including number,
zip code, including area code, of
and telephone number, agent for service)
including
area code,
of Registrant's
principal executive
offices)
Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. x
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
<PAGE>
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed Amount of
class of Amount to maximum maximum registration
securities to be offering aggregate fee
be registered registered price per offering
unit price
- ------------- ---------- --------- ---------- -------------
Common Stock 1,608,998 $2.63(1) $4,231,665 $1,459
$.001 par shares
value
(1) Estimated solely for purposes of
calculating the registration fee pursuant to Rule
457 based on the closing price per share of
Registrant's Common Stock on May 7, 1996 as
reported on The Nasdaq Stock Market.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
Cross Reference Sheet
USMX, INC.
Item in Form S-3 Caption in Prospectus
-------------------------- -------------------------
1. Forepart of the Cover Page
Registration Statement and
Outside Front Cover Page
of Prospectus
2. Inside Front and Outside Available Information;
Back Cover Pages of Information Incorporated
Prospectus by Reference; Table of
Contents
3. Summary Information, Risk The Company; Risk
Factors and Ratio of Factors
Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Determination of
Price Offering Price
6. Dilution No Applicable
7. Selling Security Holders Selling Stockholder
8. Plan of Distribution Plan of Distribution
9. Description of Securities Description of Capital
to be Registered Stock
10. Interest of Named Experts Legal Matters; Experts
and Counsel
11. Material Changes The Company
12. Incorporation of Certain Information Incorporated
Information by Reference by Reference
13. Disclosure of Commission Not Applicable
Position on
Indemnification for
Securities Act Liabilities
<PAGE>
SUBJECT TO COMPLETION, DATED May 10, 1996
1,608,998 Shares
USMX, INC.
Common Stock
____________________
This Prospectus relates to the offer of up to
1,608,998 shares (the "Shares") of common stock,
$.001 par value (the "Common Stock") of USMX, INC.
, a Delaware Corporation (the "Company") by North
Pacific Mining Corporation ("NPMC" or the "Selling
Stockholder"). The Company will not receive any
of the proceeds from the sale of the Shares by
NPMC. See "Selling Stockholder".
The Shares may be offered by NPMC from time to
time on terms not yet determined. The Shares may
be offered by NPMC from time to time in
transactions on the Nasdaq National Market, in
negotiated transactions or otherwise, at fixed
prices which may be changed, at market prices
prevailing at the time of sale, at prices related
to prevailing market prices or at negotiated
prices or otherwise. NPMC may effect such
transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may
receive compensation in the form of discounts,
concessions or commissions from NPMC and/or the
purchasers of the Shares for whom such broker-
dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a
particular broker-dealer might be in excess of
customary commissions). NPMC, and any agents or
broker-dealers that participate with NPMC in a
distribution of the Shares, may be deemed to be
"underwriters" within the meaning of the
Securities Act of 1933, as amended (the
"Securities Act"), and any commissions received by
them and any profit on their resale of the Shares
may be deemed to be underwriting commissions or
discounts under the Securities Act. See "Selling
Stockholder" and "Plan of Distribution. "
Expenses, not including brokerage commissions to
be incurred which may be incurred by NPMC in the
sale of the Shares, are estimated to be
approximately $25,000 and will be paid by the
Company.
The Common Stock is traded on the Nasdaq National
Market ("Nasdaq") under the symbol: "USMX". On
May 7, 1996, the last reported sales price of the
Common Stock as reported by Nasdaq was $2 5/8 per
share.
See Risk Factors commencing on page 5 for a
discussion of certain factors that should be
considered by prospective purchasers of the Common
Stock offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A FEDERAL
OFFENSE.
The date of this Prospectus is May __. 1996
The paper document contains a left side bar in red that reads as follows:
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any State.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto,
the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the
Shares offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of
the information set forth in the Registration Statement,
part of which has been omitted in accordance with the rules
and regulations of the Commission. For further information
about the Company and the Shares offered hereby, reference
is made to the Registration Statement and exhibits filed as
a part thereof and otherwise incorporated therein and which
may be inspected and copied in the manner and at the
facilities described below. Statements made in this
Prospectus as to the contents of any document referred to
herein are not necessarily complete, and in each instance
reference is made to such document for a more complete
description, and each such statement is qualified in its
entirety by such reference.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files
periodic reports, proxy statements and other information
with the Commission. The Registration Statement, including
the exhibits thereto, as well as such reports and other
information filed by the Company with the Commission, can be
inspected, without charge at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room
1024, Washington D.C., 20549; and at the Commission's
Regional offices at 7 World Trade Center, Suite 1300, New
York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials can
be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Reports and other information
concerning the Company can also be inspected at the offices
of the National Association of Securities Dealers, Inc.,
1735 K Street, N.W., Washington, D.C. 20006.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to the Exchange Act are incorporated by
reference in this Prospectus: (1) the Company's Annual
Report on Form 10-K for the year ended December 31, 1995,
(2) the Company's Annual Report on Form 10-K/A filed with
the Commission on April 29, 1996, (3) the Company's Report
on Form 8-K filed with the Commission on April 29, 1996, and
(4) all other documents subsequently filed pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and before the termination of
this offering, which shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from
the date of filing of such documents.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is
incorporated or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom this Prospectus is
delivered, upon written or oral request, a copy of any or
all documents incorporated into this Prospectus by reference
(other than exhibits incorporated by reference into such
document which are not specifically incorporated by
reference into such documents). Requests for documents
should be submitted to USMX, Inc., 141 Union Boulevard,
Suite 100, Lakewood, Colorado 80228, Attention: Secretary
(telephone (303) 985-4665). The information relating to the
Company contained in this Prospectus does not purport to be
comprehensive and should be read together with the
information contained in the documents incorporated or
deemed to be incorporated by reference herein.
<PAGE>
The Company
USMX, INC. (the "Company" or "USMX") is a Delaware
corporation which engages in the exploration for, and
development and operation of precious metal properties. The
Company also evaluates base metal and non-metallic
opportunities. The Company conducts its operations directly
and through various operating subsidiaries. All references
in this Prospectus to the Company or USMX include all
subsidiaries of USMX, INC., unless the context otherwise
requires.
All of the Company's 1995 production (6,266 ounces of
gold) was from the Company's Goldstrike Mine near St.
George, Utah. Mining was completed at the Goldstrike Mine
in October 1994. The Company expects minimal future
production from the Goldstrike Mine. In addition to
revenues from its operations at the Goldstrike Mine in 1995,
the Company also received the minimum annual advance royalty
of $720,000 in connection with operations of the Montana
Tunnels Mine.
The Company's principal focus in 1995 was on further
exploration and preliminary development of its Illinois
Creek and Thunder Mountain properties. In February 1996,
the Company completed its feasibility study of the Illinois
Creek property and received a commitment for project
financing. The commitment is subject to certain conditions,
including the vesting of title in this property in the
Company. The Company is currently proceeding with
development of this property, and in May 1996 received key
permits necessary for mining, heap leaching and dam
construction. The Air Quality Permit application is
currently undergoing public review, which review period will
expire in early June 1996. It is the Company's goal to
commence mining at Illinois Creek in the summer of 1996.
There can be no assurance that the Company will be
successful. See Risk Factors.
The Company views exploration as an important means of
growth, and it typically actively explores several projects
annually. In 1995, the Companys exploration efforts in the
United States were concentrated on expanding the
mineralization at Illinois Creek and Thunder Mountain. In
addition, the Company continued its exploration efforts
outside of the United States, principally in Mexico.
Donald P. Bellum was elected Chairman of the Board of
Directors and Chief Executive Officer, effective May 1,
1996. James A. Knox will continue to serve as President
until June 30, 1996. It is expected that Mr. Knox will
thereafter remain an employee of the Company and concentrate
his activities in the areas of acquiring mineral properties
and mining operations for the Company.
The Companys executive offices are located at 141
Union Boulevard, Suite 100, Lakewood, CO 80228, and its
telephone number is (303) 985-4665.
<PAGE>
Summary Consolidated Financial Information
(amounts in thousands, except per share amounts and
operating data)
<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------------------------------------------
1995 1994 1993 1992 1991
Statement of Operations Data: ------- ------- --------- ------- --------
<S> <C> <C> <C> <C> <C>
Revenue (gold sales plus net
other income) $3,922 $14,866 $24,252(1) $18,043 $17,564
Gross profit (loss) (605) 1,641 880 1,658 4,505
Prospecting costs 684 739 667 651 522
Abandonment and impairment of
mineral properties 4,431 261 938 21 502
Net income (loss) (6,906) 204 2,602 37 1,928
Net income (loss) per share $(0.47) $0.01 $0.17 $0.00(2) $0.14
Operating Data:
Ounces of gold sold 6,900 35,600 50,400 47,400 43,800
Average realized price per
ounce $388 $383 $360 $360 $376
Average market price per
ounce $384 $384 $360 $344 $362
Ounces of gold produced:
Goldstrike (4) 6,266 34,486 31,934 4,496 -
Alligator Ridge area (3) - - 23,454 41,120 36,803
Green Springs - - - 2,353 4,984
------ ------ ------ ------ ------
Total 6,266 34,486 55,388 47,969 41,787
====== ====== ====== ====== ======
Cash costs per ounce:
Goldstrike (4) $233 $229 $305 $270 -
Alligator Ridge area (3) - - 268 285 256
Green Springs - - - 198 143
------ ------ ------ ------ ------
Combined $233 $229 $289 $280 $242
====== ====== ====== ====== ======
Total cost per ounce:
Goldstrike (4) $233 $277 $326 $282 -
Alligator Ridge area (3) - - 328 336 290
Green Springs - - - 162 148
----- ------ ------ ------ ------
Combined $233 $277 $327 $331 $290
===== ====== ====== ====== ======
December 31,
-------------------------------------------------------------------
1995 1994 1993 1992 1991
------ ------- ------- ------- --------
Financial Condition Data:
Working capital $5,094 $14,105 $19,362 $12,903 $11,427
Current assets $5,834 $14,923 $21,573 $16,427 $14,140
Total assets $17,469 $24,190 $28,808 $28,741 $26,195
Current liabilities $740 $818 $2,211 $3,524 $2,713
Long term liabilities $885 $361 $1,074 $3,290 $1,680
Stockholders' equity $15,844 $23,011 $25,523 $21,927 $20,052
___________
<FN>
(1) Includes gain from the sale of the Company's Alligator Ridge assets
totaling $5,000.
(2) Less than $0.01 per share
(3) Sold August 27, 1993. Includes the following mines: Alligator Ridge,
Casino/Winrock and Yankee
(4) The Goldstrike Mine was acquired effective November 1, 1992.
</FN>
</TABLE>
<PAGE>
RISK FACTORS
Purchasers of the Common Stock being offered hereby should carefully read this
entire Prospectus and the documents incorporated by reference herein.
Ownership of shares of the Common Stock involves certain risks. In determining
whether to purchase shares of Common Stock, prospective investors should
consider carefully the following factors in addition to the other information
contained in this Prospectus and the documents incorporated by reference
herein.
Gold Price Volatility
The Company's results of operations are significantly affected by changes in
the market price of gold. Gold prices fluctuate widely and are affected by
numerous industry factors, such as demand for precious metals, forward selling
by producers, central bank sales and purchases of gold, and production and cost
levels in major gold producing regions such as South Africa and the former
Soviet Union. Moreover, gold prices are also affected by macro-economic
factors such as expectations for inflation, interest rates, currency exchange
rates, and global or regional political and economic situations. The current
demand for and supply of, gold affect gold prices, but not necessarily in the
same manner as current demand and supply affect the prices of other
commodities. The potential supply of gold consists of new mine production plus
existing stocks of bullion and fabricated gold held by governments, financial
institutions, industrial organizations and individuals. As mine production in
any single year constitutes a very small portion of the total potential supply
of gold, normal variations in current production do not necessarily have a
significant effect on the supply of gold or on its price. If gold prices
should decline below the Company's cash costs of production of a producing
property or forecasted cash costs of a property in development and remain at
such levels for any sustained period, the Company could determine that it is
not economically feasible to continue or commence commercial production.
The volatility of gold prices is illustrated in the following graph depicting
the annual high, low and average London P. M. fix for the period 1985 through
1995:
(Graph as described in the paragraph above.)
The London P.M. Fix on April 18, 1996, was $390.20 per ounce.
<PAGE>
Profitability
Although the Company reported net income for each of the six years ended
December 31, 1994, the Company reported a net loss of $6.9 million for the year
ended December 31, 1995. Future profitability is dependent upon construction
of the Illinois Creek Mine on schedule and within budget and upon that mine
performing in a manner consistent with operations planned by the Company.
Future profitability is also dependent upon the Company successfully locating,
acquiring, financing, constructing, and operating additional mines at a cost
that is sufficiently less than the prevailing price of the commodity being
mined, of which there can be no assurance.
Based on the Company's estimates of the amounts and grades of drilled-defined
mineralization that can be recovered from the Company's Illinois Creek Project
and Thunder Mountain Project, the Company has determined to continue
development of the Illinois Creek project and has initiated the permitting
process on its Thunder Mountain Project. The drill-defined mineralization
figures are based on extensive drilling and sampling on the Company's
properties and are based on assumptions believed by the Company to be
reasonable regarding production costs, metallurgical recoveries and mineral
prices. Although the Company believes that it has carefully prepared these
estimated figures, there are numerous uncertainties inherent in this process,
including many factors beyond the control of the Company. The accuracy of any
such estimates is a function of the quality of available data and of
engineering and geological interpretation and judgment. It can be expected
that, as the Company conducts additional evaluation, drilling and testing with
respect to its properties, these estimates will be adjusted and plans for
mining could be revised. Market price fluctuations of gold and silver, as well
as increased production costs or reduced recovery rates, may render drill-
defined mineralization containing relatively lower grades of mineralization
uneconomic and may ultimately result in a restatement of drill-defined
mineralization. Moreover, short term operating factors, such as the need for
sequential development of ore bodies and the processing of new or different ore
grades, may adversely affect the Company's cash flow in any particular
accounting period.
Financing for the Illinois Creek Project, Use of Working Capital, and Need
for Future Financings
The Company's working capital on December 31, 1995, was $5.1 million. It is
the Company's goal to commence mining on the Illinois Creek Mine in the summer
of 1996. The Company estimates that the cost necessary to develop the Illinois
Creek Mine and place it into production will be approximately $26.6 million,
including approximately $4.7 million in working capital and $4 million in
property acquisition costs which may be paid by the issuance of USMX Common
Stock. This Prospectus relates to the offer by NPMC of the Shares which may be
issued to it in connection with the property acquisition.
The Company intends to use its internal cash resources and the proceeds from
borrowings to finance the development and construction costs. The Company has
obtained a commitment for a $22 million facility to finance the development and
construction costs of the Illinois Creek Project. The Company will need to
promptly finalize, and commence use of funds from this facility, in order for
the Company to commence mining in the summer of 1996. Closing is subject to
several conditions, including completion of a satisfactory due diligence report
from an independent engineering firm, the Company's receipt of necessary permit
approvals, completion of documentation satisfactory to the Lender, and transfer
of title to the property. Transfer of the property is contingent upon the
payment of the $4 million purchase price. The Company has agreed with NPMC
that, concurrent with the transfer of title to the Company, NPMC will receive a
first perfected priority security interest in the property (subject to
subordination to a lender providing financing for the project upon terms
reasonably acceptable to NPMC). If commercial production has not been achieved
on the property by December 16, 1999, the Agreement with NPMC will terminate,
and the property will revert to NPMC.
The failure of the Company to complete this financing may jeopardize severely
the Company's ability to complete development of the Illinois Creek Project.
Moreover, since December 31, 1995,
<PAGE>
the Company has utilized the substantial
portion of its working capital for further development of the Illinois Creek
Project. Any delay in construction, and future operation, of the Illinois
Creek Project could create significant liquidity problems for the Company.
It is expected that the Company will be a guarantor of the $22 million facility
until it has been demonstrated that the Illinois Creek Mine is operating in a
manner satisfactory to the lender. There can be no assurance when, or if, this
will occur, and the Company could have a substantial debt burden without other
resources to make repayment. In addition, it is expected that the final loan
documentation will include covenants restricting the Company's future business
activities without the lender's consent, including other project financing and
the payment of any dividends. Such restrictions could affect the Company's
operations and future plans.
The Company has filed a Notice of Intent to Operate with the Idaho Department
of Lands describing the Company's proposed gold and silver mining activities in
the Thunder Mountain Project. If the Thunder Mountain Project is sufficiently
attractive to warrant continued development and the necessary permits and
financing are obtained, it is possible that construction could commence in
1997. Management estimates that substantial capital would be required for
construction of facilities and other development activities at Thunder
Mountain. The Company has no commitments for outside financing for the Thunder
Mountain Project.
The Company's ability to obtain outside financing for the Thunder Mountain
Project or other future projects will depend, among other things, upon the
price of gold and perceptions of future prices. Therefore, availability of
funding is dependent largely upon factors outside the Company's control, and
cannot be predicted. The Company does not know from what specific sources it
will be able to derive any required funding. Any such financing, if available,
could increase the indebtedness of the Company or dilute current stockholders'
positions. If the Company acquires such funding through debt, a substantial
portion of the Company's cash flow may need to be devoted to the payment of
principal and interest on such debt, which could render the Company more
vulnerable to competitive pressure or economic downturns. If the Company is
not able to raise additional funds (and there can be no assurance that it can,
or that if it can, such funds will be on terms acceptable to the Company) it
will not be able to fund certain exploration and development activities on its
own.
Certain Illinois Creek Project Risks
Construction and operation of the Illinois Creek Project involve numerous
risks, including the following:
Mobilization/Transportation. The Illinois Creek Project site is located
in the southern Kaiyuh Mountains in the western interior of Alaska. The
project is located approximately 57 miles southwest of Galena and 23 miles east
of the Yukon River. It is equidistant from Fairbanks and Anchorage which lie
approximately 320 miles to the east and southwest of the project, respectively.
Access to the site is by air. Equipment and supplies will be transported
to the site by land, sea and air. Equipment and supplies will be transported
from Seattle, Washington to Anchorage, Alaska by barge. From Anchorage, it
will travel by truck or rail to Nenana. From Nenana, it will be moved down
river on barge to Galena. From Galena, it will be lifted by air to the site.
The site will be connected to the personnel camp and airport by a 6.5 mile road
which has been partially constructed.
A C-133 aircraft will be required to transport the large, oversized mining
equipment. The C-133 is a retired military plane which has not been certified
for commercial use by the FAA. The Company has been assisted by the Alaska
Industrial Development and Export Authority ("AIDEA"), a political subdivision
of the State of Alaska, in obtaining a waiver from the FAA for use of the C-
133. The Company has entered into a Cost Reimbursement Agreement with AIDEA
pursuant to which AIDEA will
<PAGE>
undertake a feasibility analysis and negotiate
with the Company a proposed use and indemnification agreement with respect to
the lease of aircraft equipment. Finalization of these arrangements in the
near future is essential to the Company's construction plans for the summer of
1996. In addition, there is only one such airworthy aircraft currently
available for use by the Company. There is also one additional C-133 available
to supply spare parts, if needed. If the Company is unable to transport all of
the components it currently plans to transport using the C-133 aircraft,
substantial delays and additional costs could be incurred as the components
would have to be transported to the site over ice road during the winter of
1996/1997, delaying commencement of operations until summer of 1997.
Weather. While historic weather patterns at the site indicate that there
should be no weather-induced construction delays, significant periods of
inclement weather could adversely affect the construction schedule at Illinois
Creek which would, in turn, delay initial production and related cash flow from
the project. The climate is subarctic and characterized by large, seasonal
extremes in temperature and daylight.
Environment. Mining is subject to potential risks and liabilities associated
with pollution of the environment and the disposal of waste products occurring
as a result of mineral exploration and production. See "Risk Factors -
Regulation of Mining Activity. " The Illinois Creed Project is being permitted
as a "zero discharge facility." As such, operation of the facility will
require strict control of the water balance to insure that no discharge occurs.
Upon closure, reclamation activities will be closely monitored and effluent
from the decommissioned facility will be required to meet strict water quality
standards.
Community Relations. The Company has established good relations with residents
of the local area. If the Company were unable to continue this support, the
Illinois Creek Project could be negatively impacted
Project Development Risks
The Company from time to time engages in the development of new ore bodies.
The Company's ability to sustain or increase its present level of gold
production is dependent in part on the successful development of such new ore
bodies and/or expansion of existing mining operations. The economic
feasibility of any such development project, and all such projects
collectively, is based on, among other things, estimates of reserves,
metallurgical recoveries, capital and operating costs of such projects and
future gold prices. Development projects are also subject to the successful
completion of feasibility studies, issuance of necessary permits and receipt of
adequate financing.
Development projects have no operating history upon which to base estimates of
future cash operating costs and capital requirements. In particular, estimates
of reserves, metal recoveries and cash operating costs are to a large extent
based on the interpretation of geologic data obtained from drill holes and
other sampling techniques and feasibility studies which derive estimates of
cash operating costs based on anticipated tonnage and grades of ore to be mined
and processed, the configuration of the ore body, expected recovery rates of
metals from the ore, comparable facility and equipment costs, anticipated
climate conditions and other factors. As a result, it is possible that actual
cash operating costs and economic returns of any and all development projects
may materially differ from the costs and returns initially estimated.
Exploration
Mineral exploration, particularly for gold, is highly speculative in nature,
involves many risks and frequently is unsuccessful. The Company is seeking to
expand its reserves through exploration and development at the Illinois Creek,
Alaska and Thunder Mountain, Idaho properties as well as through exploration in
other parts of North America and in Latin America. There can be no assurance
that the Company's exploration efforts will result in the discovery of gold
mineralization. If reserves are developed, it may take a number of years and
substantial expenditures from the initial phases of drilling until production
is possible, during which time the economic feasibility of production may
change. No assurance can be given that the Company's exploration programs will
result in reserves.
<PAGE>
Competition and Scarcity of Mineral Lands
Although many companies and individuals are engaged in the mining business,
including, large established mining companies, there is a limited supply of
desirable mineral lands available for claim staking, lease or other acquisition
in the United States and other areas where the Company contemplates conducting
exploration and/or production activities. The Company may be at a competitive
disadvantage in acquiring suitable mining properties as it must compete with
these other individuals and companies, many of which have greater financial
resources and larger technical staffs than the Company. As a result, there can
be no assurance the Company will be able to acquire attractive properties.
Hedging Activities
Although the Company had no hedging activities in 1995, it has historically
used and plans to use in the future spot deferred contracts in its hedging
program to protect earnings and cash flows from the impact of gold price
fluctuations. These transactions have been designated as hedges of the price
of future production and accounted for as such. Spot deferred contracts are
agreements between a seller and a counterparty whereby the seller commits to
deliver a set quantity of gold, at an established date in the future and at
agreed prices. The established price is equal to the spot price for gold plus
"contango. " Contango is equal to the difference between the prevailing market
rate for dollar deposits less the gold lease rate, for comparable periods, and
represents compensation to the seller for holding gold until a future date.
Contango rates ranged from approximately 0% to 51/2% during 1995.
At the scheduled future delivery date, the seller may, at the option of the
counterparty, deliver into the contract or defer the delivery to a future date.
This option allows the seller to maximize the price realized by selling at the
spot market price if such price at that time were to be higher than the forward
contract price. Each time the seller defers delivery, the forward sales price
is increased by the then prevailing contango for the next period. Generally,
the counterparty will allow the seller to continue to defer contract deliveries
providing that there is sufficient scheduled production from proven and
probable reserves to fulfill the commitment.
Risk of loss with these spot deferred contracts arises from the possible
inability of a counterparty to honor contracts and from changes in the
Company's anticipated production of gold. However, nonperformance by any party
to such financial instruments is not anticipated.
The Company is typically required by the counterparties to maintain a margin
account. Should the cumulative liquidation cost of the Company's spot deferred
positions exceed the cumulative value of such positions by an amount in excess
of the margin account, the Company could be subject to margin call. The
liquidation cost is what the Company would have to pay on the liquidation date
to purchase fixed forward delivery contracts to meet its spot deferred
deliveries. The cost of fixed forward delivery contracts is based on the spot
price on the liquidation date plus contango through the delivery date.
Dependence on Key Personnel
The Company is dependent on the service of certain key officers and employees,
including its Chief Executive Officer. Competition in the mining industry for
qualified individuals is intense, and the loss of any of these key officers or
employees, if not replaced, could have a material adverse effect on the
Company's business and its operations. The Company currently does not have key
person insurance.
Regulation of Mining Activity
Mining is subject to potential risks and liabilities associated with pollution
of the environment and the disposal of waste products occurring as a result of
mineral exploration and production. Environmental liability may result from
mining activities conducted by others prior to the Company's ownership of a
property. Insurance for environmental risks (including potential liability for
pollution or other hazards as a result of the disposal of waste products
occurring from exploration and production) is not generally available at a
reasonable price to the Company or other companies within the industry. To the
extent the Company is subject to environmental liabilities, the payment of such
liabilities would reduce funds otherwise available to the Company and could
have a material adverse effect on the Company.
<PAGE>
In the context of environmental permitting, including the approval of
reclamation plans, the Company must comply with standards, laws and regulations
which may entail greater or lesser costs and delays depending on the nature of
the activity to be permitted and how stringently the regulations are
implemented by the permitting authority. It is possible that the costs and
delays associated with compliance with such laws, regulations and permits could
become such that the Company would not proceed with the development of a
project or the operation or further development of a mine. Laws and
regulations involving the protection and remediation of the environment are
constantly changing and are generally becoming more restrictive. The Company
has made, and expects to make in the future, significant expenditures to comply
with such laws and regulations.
Pending bills which affect environmental laws applicable to mining include
versions which may substantially alter the Clean Water Act, Safe Drinking Water
Act, Endangered Species Act and a bill which will introduce additional
protection of wetlands (Wetlands Protection and Management Act). Adverse
developments and operating requirements in these acts could impair the ability
of the Company as well as others to develop mineral resources. Revisions to
current versions of these bills could occur prior to passage.
The Environmental Protection Agency ("EPA") continues the development of a
solid waste regulatory program specific to mining operations under the Resource
Conservation and Recovery Act ("RCRA"). Of particular concern to the mining
industry is a proposal by the EPA titled "Recommendation for a Regulatory
Program for Mining Waste and Materials Under Subtitle D of the Resource
Conservation and Recovery Act" ("Strawman II") which, if implemented, would
create a system of comprehensive federal regulation of the entire mine site.
Many of these requirements would be duplicative of existing state regulations.
Strawman II as currently proposed would regulate not only mine and mill wastes
but also numerous production facilities and processes which could limit
internal flexibility in operating a mine. To implement Strawman II as
proposed, the EPA must seek additional statutory authority, which is expected
to be requested in connection with Congress' reauthorization of RCRA.
The Company is also subject to regulations under (i) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA" or
"Superfund") which regulates and establishes liability for the release of
hazardous substances and (ii) the Endangered Species Act ("ESA") which
identifies endangered species of plants and animals and regulates activities to
protect these species and their habitats. Revisions to CERCLA and ESA are
being considered by Congress; the impact on the Company of these revisions is
not clear at this time.
Mining Risks and Insurance
The business of gold mining is generally subject to a number of risks and
hazards, including environmental hazards, industrial accidents, labor disputes,
the encounter of unusual or unexpected geological conditions, slope failures,
changes in the regulatory environment and natural phenomena such as inclement
weather conditions, floods, blizzards and earthquakes. Such occurrences could
result in damage to, or destruction of, mineral properties or production
facilities, personal injury or death, environmental damage, delays in mining,
monetary losses and possible legal liability. The Company maintains insurance
against risks that are typical in the gold mining industry and in amounts that
the Company believes to be reasonable, but which may not provide adequate
coverage in certain unforeseen circumstances. However, insurance against
certain risks (including certain liabilities for environmental pollution or
other hazards as a result of exploration and production) is not generally
available to the Company or to other companies within the industry.
<PAGE>
Title to Properties
Certain of the Company's mineral rights consist of unpatented mining claims.
Unpatented mining claims are unique property interests that are generally
considered to be subject to greater title risk than other real property
interests. The greater title risk results from the unpatented mining claims
being dependent on strict compliance with a complex body of federal and state
statutory and decisional law, much of which compliance involves physical
activities on the land, and from the lack of public records which definitively
control the issues of validity and ownership.
No Dividends
The Company anticipates that it will use its earnings, if any, to finance its
operations and growth. The Company does not anticipate paying dividends and,
because of certain debt covenants, is restricted from paying any dividends to
its stockholders.
Volatility of Price for Common Stock
The market prices for shares of the Common Stock have been highly volatile in
recent years. The market price may be highly volatile in the future depending
on news announcements of the Company, gold price volatility and changes in
general market conditions.
USE OF PROCEEDS
The Shares offered in this Prospectus will be sold by NPMC. The Company will
not receive any proceeds from the sale of the Shares.
DETERMINATION OF OFFERING PRICE
The Shares may be sold by NPMC from time to time at prices and on terms not yet
determined. Sales, which may or may not involve, cash consideration, or sales
on Nasdaq may be made directly to other purchasers or through one or more
underwriters, brokers or dealers. See "Plan of Distribution."
SELLING STOCKHOLDER
The Shares which are being offered or which may be offered solely by this
Prospectus consist of up to 1,608,998 Shares which may be acquired by NPMC
pursuant to the Company's agreement with NPMC with respect to the Illinois
Creek property in Alaska. The terms of the agreement with NPMC and the
Company's exploration and development activities on the Illinois Creek Project
are more particularly described in the Company's Report on Form 10-K for the
fiscal year ended December 31, 1995. Except for this transaction, NPMC has not
had any material relationship with the Company within the past three years.
NPMC does not own any Shares other than the Shares which may be acquired as
described in the preceding paragraph. NPMC expects to offer for sale all of
these Shares.
Upon completion of the transaction, NPMC would own a maximum of 9.9% of the
then issued and outstanding Common Stock. After this offering, and assuming
the sale of all Shares, NPMC will not own any Shares.
Under the terms of the Company's agreement with NPMC involving the Illinois
Creek Project, the Company agreed to register the Shares with the Commission
and to qualify the Shares for sale, as required, under state securities laws.
The Company agreed to bear all expenses (other than underwriting discounts,
selling commission, fees and expenses of counsel and other advisors to NPMC) in
connection with the registration, qualification and sale of the Shares by NPMC.
PLAN OF DISTRIBUTION
The Shares offered pursuant to this Prospectus are to be sold for the account
of NPMC.
The Company has been advised by NPMC that the Shares may be sold by or on
behalf of NPMC through negotiated transactions or otherwise, at prices and on
terms related to the then-current market price or otherwise, in market
transactions or otherwise and with or without the participation of
underwriters, brokers or dealers. NPMC will be acting independently of the
Company in making decisions with respect to the timing, manner and size of each
sale.
<PAGE>
NPMC may also from time to time offer the Shares through brokers, dealers or
agents, or through underwriters, who may receive underwriting discounts,
concessions or commissions from NPMC and/or the purchasers for whom they act as
agent. In that event, the offers or sales may be made on one or more exchanges
or in the over-the-counter market (i) by a block trade in which a broker or
dealer, engaged for the purpose, will attempt to sell the Shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction, (ii) by purchases by a broker or dealer as principal and resale by
such broker or dealer for its own account, (iii) by ordinary brokerage
transactions or transactions in which the broker solicits purchasers, (iv) in
an underwritten transaction or (v) otherwise. In the event that brokers or
dealers are engaged by NPMC, such brokers or dealers may arrange for other
brokers or dealers to participate. As of the date hereof, NPMC has advised the
Company that NPMC has not entered into any agreement or understanding for an
underwritten offering or with any dealer or broker for the offer or sale of the
Shares. NPMC may enter into such agreements or understandings in the future.
Any shares when qualified for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus.
Under the Exchange Act and regulations thereto, any person engaged in a
distribution of Shares offered by this Prospectus may not simultaneously engage
in market-making activities with respect to the Common Stock of the Company
during the applicable "cooling off" periods prior to the commencement of such
distribution. In addition, and without limiting the foregoing, NPMC will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder including, without limitation, Rules 10b-6 and 10b-7,
which provisions may limit the timing of purchases and sales of Common Stock by
NPMC. NPMC and any brokers/dealers who act in connection with the sale of the
Shares hereunder may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended.
In offering the Shares, NPMC and any broker-dealers and any other participating
broker-dealers who execute sales for NPMC may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales, and any
profits realized by NPMC and the compensation of such broker-dealers may be
deemed to be underwriting discounts and commissions.
Any public offering of the Shares by NPMC will terminate on the earlier of (a)
two years from the date of this Prospectus or (b) the date on which all Shares
have been sold by NPMC. The Company has agreed with NPMC to use its best
efforts to keep the Registration Statement effective through such offering
period.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital consists of 45,000,000 shares of Common Stock
and 20,000,000 shares of preferred stock, $.001 par value (the "Preferred
Stock). As of April 15, 1996, there were 14,643,519 shares of Common Stock
outstanding. Assuming the issuance of 1,608,998 Shares to NPMC, the Company
will then have outstanding 16,252,517 shares of Common Stock.
Dividends may be declared and paid from the Common Stock out of legally
available surplus. Such dividends may be paid in cash, property or shares of
Common Stock. The Board of Directors of the Company may set aside reserves out
of funds available for dividends for any purpose the Board of Directors of the
Company determines in the Company's best interest. At present, the Company is
restricted pursuant to loan covenants in the payment of dividends. The Company
has no present plans to pay dividends in the foreseeable future.
<PAGE>
Each Share of Common Stock is entitled to share equally in dividends from
sources legally available therefore when, as, and if declared by the Board of
Directors of the Company and, upon liquidation or dissolution of the Company,
whether voluntary or involuntary, to share equally in the assets of the Company
available for distribution to the holders of the Common Stock. Each holder of
Common Stock is entitled to one vote per share for all purposes. The holders
of Common Stock have no preemptive rights and there is no cumulative voting,
redemption right or right of conversion with respect to the Common Stock.
All outstanding shares of Common Stock are, and all Shares to be issued by the
Company pursuant to the agreement with NPMC will be, validly issued, fully paid
and nonassessable.
No shares of Preferred Stock have been issued. However, the Board of Directors
of the Company has the right to fix the rights, privileges and preferences,
including preference upon liquidation, of any class of Preferred Stock to be
issued in the future out of authorized but unissued shares of Preferred Stock.
The Board of Directors of the Company may issue these shares after adopting and
filing a certificate of designations with the Secretary of State of the State
of Delaware.
Certain Potential Anti-Takeover Effects.
The Company currently has certain provisions in its Certificate of
Incorporation and Bylaws which may be viewed as having "anti-takeover" affects.
These provisions may make it more difficult and time-consuming to change
majority control of the Company and of the Board of Directors of the Company
and could reduce the vulnerability of the Company to an unsolicited offer to
"take over" the Company. These measures could have an adverse impact on the
market value of the Common Stock. Stockholders of the Company do not have
cumulative voting rights in the election of directors. The Company currently
has authorized but unissued shares of both Common Stock and Preferred Stock
that could be issued in such a way as to have anti-takeover effects. The Board
of Directors of the Company could create an issue of shares of Preferred Stock
with such voting or conversion rights which would make divestment of the
Company more difficult or costly.
In addition, the Certificate of Incorporation and/or Bylaws may be deemed to
have anti-takeover effects in that they provide for: (i) the Board of
Directors to be divided into three classes of directors, each with a term of
three years, (ii) 66 2/3% shareholder vote to remove directors other than for
cause, and (iii) a 66 2/3% stockholder vote to amend certain provisions of the
Certificate of Incorporation and Bylaws.
LEGAL MATTERS
The legality of the Common Stock being offered hereby is being passed upon for
the Company by Bearman Talesnick & Clowdus Professional Corporation. Attorneys
employed by Bearman Talesnick & Clowdus Professional Corporation beneficially
own approximately 27,000 shares of Common Stock.
EXPERTS
The consolidated financial statements of USMX, INC. and subsidiaries as of
December 31, 1995 and 1994, and for each of the years in the three-years ended
December 31, 1995 have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
<PAGE>
No person has been
authorized to give any
information or to make any
representations in
connection with this
offering other than those 1,608,998 Shares
contained in this
Prospectus and, if given or
made, such other
information and
representations must not be
relied upon as having been
authorized by the Company. USMX, INC.
Neither the delivery of
this Prospectus nor any
sale made hereunder shall,
under any circumstances,
create any implication that Common Shares
there has been no change in
the affairs of the Company
since the date hereof or
that the information
contained herein is correct
as of any time subsequent PROSPECTUS
to its date. This
prospectus does not
constitute an offer to sell
or a solicitation of an
offer to buy any securities
other than the registered
securities to which it
relates or a solicitation
of an offer to buy any
securities other than the
registered securities to
which it relates or an
offer to any person in any
jurisdiction where such an
offer would be unlawful.
This Prospectus does not
constitute an offer to sell
or a solicitation of an
offer to buy such
securities in any
circumstances in which such
offer or solicitation is
unlawful.
TABLE OF CONTENTS
AVAILABLE INFORMATION 2
INFORMATION INCORPORATED BY
REFERENCE 2
RISK FACTORS 5
USE OF PROCEEDS 11
DETERMINATION OF OFFERING
PRICE 11
SELLING STOCKHOLDER 11
PLAN OF DISTRIBUTION 11
DESCRIPTION OF CAPITAL
STOCK 12
LEGAL MATTERS 13
EXPERTS 13
May __, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of the offering described in this
Registration Statement are as follows:
Registration Fee $ 1,459
Legal Fees and Expenses 10,000
Accounting Fees and Expenses 5,000
Blue Sky Fees and Expenses 4,000
Printing and Mailing 2,000
Expenses
Miscellaneous 2,000
TOTAL $24,459
Item 15. Indemnification of Directors and Officers.
The Delaware General Corporation Law provides for
indemnification by a corporation of costs incurred by
directors, employees, and agents in connection with an
action, suit, or proceeding brought by reason of their
position as a director, employee, or agent. The person
being indemnified must have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the corporation.
In addition to the general indemnification section, Delaware
law provides further protection for directors under Section
102(b)(7) of the General Corporation Law of Delaware. This
section was enacted in June 1986 and allows a Delaware
corporation to include in its certificate of incorporation a
provision that eliminates and limits certain personal
liabilities of a director for monetary damages for certain
breaches of the director's fiduciary duty of care, provided
that any such provision does not (in the words of the
statute) do any of the following:
"eliminate or limit the liability of a
director (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)
under section 174 of this Title [dealing
with willful or negligent violation of
the statutory provision concerning
dividends and stock purchases and
redemptions], or (iv) for any
transaction from which the director
derived an improper personal benefit.
No such provision shall eliminate or
limit the liability of a director for
any act or omission occurring prior to
the date when such provision becomes
effective."
It is provided in Article Twelfth of the Registrant's
Certificate of Incorporation that the personal liability of
each director of the Registrant be eliminated and limited to
the full extent permitted under Delaware law, including
Section 102(b)(7) of the Delaware General Corporation Law.
With regard to employee benefit plans, the Delaware General
Corporation Law provides that a director's conduct for a
purpose he reasonably believed to be in the interest of the
participants and beneficiaries of the Plan is conduct
satisfying the subject indemnity provision. A director's
conduct for a purpose that he did not reasonably believe to
be in the interest of the participants in or beneficiaries
of the Plan shall be deemed as not satisfying the indemnity
provision.
The Registrant's Board of Directors is empowered to make
other indemnification as authorized by the Certificate Of
Incorporation, Bylaws or corporate resolution so long as the
indemnification is consistent with the Delaware General
Corporation Law. Under Article VI of the Registrant's
Bylaws, the Registrant is required to indemnify its
directors to the full extent permitted by the Delaware
General Corporation Law and any other provision of Delaware
law.
<PAGE>
Item 16. Exhibits.
4(a) Specimen Common Stock Certificate previously
filed as an exhibit to the Companys
registration on form S-3 (No. 33-19699) and
incorporated herein by this reference.
5 Opinion of Bearman Talesnick & Clowdus
Professional Corporation.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Bearman Talesnick & Clowdus
Professional Corporation.
24 Power of Attorney.
Item 17. Undertakings.
(a) The undersigned Registrant 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,
(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 paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and are incorporated by
reference to the Registration Statement.
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.
(b) For purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant'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 plans
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 out
of the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liability
(other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with
securities being registered, the Registrant 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 Act and will be governed by the final
adjudication of such issue.
<PAGE>
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-3 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lakewood, State of Colorado, on
May 2, 1996.
USMX, INC.
(Registrant)
Date: May 2, 1996 /s/ James A. Knox
James A. Knox,
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officers and directors of the Registrant, by virtue of their
signatures to this Registration Statement appearing below,
hereby constitute and appoint James A. Knox and Donald P.
Bellum, and each of them, with the full power of
substitution, as attorney-in-fact, in their names, place and
stead, to execute any and all amendments to this
Registration Statement in the capacity set forth opposite
their names and hereby ratify all that said attorneys-in-
fact may do by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed
below by the following persons in the capacities indicated
on the date set forth opposite their respective signatures.
Date: April 29, 1996 /s/ Donald P. Bellum
Donald P. Bellum, Chief Executive
Officer, Chairman of the Board of
Directors and Director
Date: April 24, 1996 /s/ James A. Knox
James A. Knox, President and
Director
Date: April 30, 1996 /s/ Paul L. Blair
Paul L. Blair, Vice President -
Operations for Latin America
Date: April 30, 1996 /s/ Dennis L. Lance
Dennis L. Lance, Vice President -
Exploration
Date: May 2, 1996 /s/ Donald E. Nilson
Donald E. Nilson, Vice President
- Finance, Secretary, Chief
Financial Officer
Date: May 2, 1996 /s/ Paul B. Valenti
Paul B. Valenti, Vice President -
Operations
Date: May 2 1996 /s/ Daniel J. Stewart
Daniel J. Stewart, Controller
<PAGE>
Date: April 30, 1996 /s/ George J. Allen
George J. Allen, Director
Date: April 30, 1996 /s/ Phillips S. Baker
Phillips S. Baker, Director
Date: April 30, 1996 /s/ James P. Geyer
James P. Geyer, Director
Date: April 24, 1996 /s/ Terry P. McNulty
Terry P. McNulty, Director
Date: April 30, 1996 /s/ Werner G. Nennecker
Werner G. Nennecker, Director
Date: April 30, 1996 /s/ Gregory Pusey
Gregory Pusey, Director
Date: April 25, 1996 /s/ Robert Scullion
Robert Scullion, Director
<PAGE>
As filed with the Securities and Exchange Commission on May 10, 1996
Registration No. 33-__
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
USMX, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other 84-1076625
jurisdiction of (I.R.S. Employer
incorporation or Identification No.)
organization)
James A. Knox Copies of
USMX, INC. communications to:
141 Union Blvd., Robert M. Bearman, Esq.
USMX, INC. Suite 100 Bearman Talesnick &
141 Union Blvd., Lakewood, CO 80228 Clowdus
Suite 100 (303) 985-4665 Professional Corporation
Lakewood, CO 80228 1200 17th Street,
(303) 985-4665 (Name, address, Suite 2600
including zip code, Denver, CO 80202-5826
and telephone (303) 572-6500
(Address, including number,
zip code, including area code, of
and telephone number, agent for service)
including
area code,
of Registrant's
principal executive
offices)
________________________
EXHIBITS
<PAGE>
EXHIBIT INDEX
Exhibit 5 Opinion of Bearman Talesnick & Clowdus
Professional Corporation
Exhibit 23.1 Consent of KPMG Peat Marwick LLP.
Exhibit 23.2 Consent of Bearman Talesnick & Clowdus
Professional Corporation
Exhibit 24 Power of Attorney
May 10, 1996
USMX, INC.
141 Union Blvd., Suite 100
Lakewood, CO 80228
Gentlemen:
We have reviewed the following documents:
(1) Certificate of Incorporation of USMX, INC. (the
"Company");
(2) By-Laws of the Company;
(3) Minutes of the meetings of the Board of Directors
of the Company as we deemed relevant; and
(4) Registration Statement on Form S-3 to be filed
with the Securities and Exchange Commission to register
up to 1,649,754 shares of the Company's common stock
(the "Shares") to be issued to North Pacific Mining
Corporation upon transfer of title to property in the
Illinois Creek Project Alaska as referenced in the
Registration Statement.
It is our opinion that the Company is a corporation duly
organized and existing under and by virtue of the laws of the
State of Delaware, with full power to issue its shares of common
stock. When properly issued by the Company, countersigned by the
transfer agent, and sold for the consideration referenced in the
Registration Statement, the Shares as issued to the purchaser,
will be duly issued, fully paid and non-assessable shares of the
common stock of the Company with all the rights, privileges and
preferences set forth in the Certificate of Incorporation, and as
set forth in the Registration Statement covering the shares.
Very truly yours,
BEARMAN TALESNICK & CLOWDUS
PROFESSIONAL CORPORATION
USMX\OPINION.503
Consent of Independent Auditors
To the Stockholders and Board of Directors
USMX, INC.:
We consent to incorporation by reference in the registration
statement on Form S-3 of USMX, INC. and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated
statements of operations, stockholder's equity, and cash
flows for each of the years in the three-year period ended
December 31, 1995, which report appears in the December 31,
1995 annual report on Form 10-K of USMX, INC.
Our report refers to a change in the method of accounting
for income taxes in 1993.
KPMG Peat Marwick LLP
Denver, Colorado
May 9, 1996
CONSENT OF COUNSEL
The undersigned does hereby consent to the use of its name
wherever appearing in the Registration Statement and related
Prospectus, including "Legal Matters."
However, the undersigned disclaims any responsibility as an
expert as regards this Registration Statement except insofar as
the Registration Statement may relate to any written legal
opinion from the undersigned.
BEARMAN TALESNICK & CLOWDUS
Professional Corporation
Denver, Colorado
May 3, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned officers and directors of the
Registrant, by virtue of their signatures to this
Registration Statement appearing below, hereby
constitute and appoint James A. Knox and Donald P.
Bellum, and each of them, with the full power of
substitution, as attorney-in-fact, in their names,
place and stead, to execute any and all amendments
to this Registration Statement in the capacity set
forth opposite their names and hereby ratify all
that said attorneys-in-fact may do by virtue
hereof.
Pursuant to the requirements of the
Securities Act of 1933, as amended, this
Registration Statement has been signed below by
the following persons in the capacities indicated
on the date set forth opposite their respective
signatures.
Date: April 29, 1996 /s/ Donald P. Bellum
Donald P. Bellum, Chief Executive Officer,
Chairman of the Board of Directors and
Director
Date: April 24, 1996 /s/ James A. Knox
James A. Knox, President and Director
Date: April 30, 1996 /s/ Paul L. Blair
Paul L. Blair, Vice President - Operations
for Latin America
Date: April 30, 1996 /s/ Dennis L. Lance
Dennis L. Lance, Vice President -
Exploration
Date: May 2, 1996 /s/ Donald E. Nilson
Donald E. Nilson, Vice President - Finance,
Secretary, Chief Financial Officer
Date: May 2, 1996 /s/ Paul B. Valenti
Paul B. Valenti, Vice President - Operations
Date: May 2, 1996 /s/ Daniel J. Stewart
Daniel J. Stewart, Controller
<PAGE>
Date: April 30, 1996 /s/ George J. Allen
George J. Allen, Director
Date: April 30, 1996 /s/ Philip S. Baker
Phillips S. Baker, Director
Date: April 30, 1996 /s/ James P. Geyer
James P. Geyer, Director
Date: April 24, 1996 /s/ Terry P. McNulty
Terry P. McNulty, Director
Date: April 30, 1996 /s/ Werner G. Nennecker
Werner G. Nennecker, Director
Date: April 30, 1996 /s/ Gregory Pusey
Gregory Pusey, Director
Date: April 25, 1996 /s/ Robert Scullion
Robert Scullion, Director
