UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
___________________
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
___________________
Date of Report (Date of earliest event reported): August 18, 1997
___________________
SENTO TECHNICAL INNOVATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Utah 0 6425 87-0284979
--------------- ----------- --------------
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification
incorporation) No.)
311 North State Street
Salt Lake City, Utah 84057
----------------------------------------
(Address of principal executive offices,
including zip code)
(801) 226-6222
-----------------------------------------
(Registrant's telephone number, including
area code)
<PAGE>
Item 5. OTHER EVENTS.
AMENDMENT OF ARTICLES OF INCORPORATION
At the annual meeting of the shareholders of the Registrant, held on
August 18, 1997, the shareholders of the Registrant approved an amendment (the
"Amendment") to the Articles of Incorporation of the Registrant (as so amended,
the "Articles") which (a) increased the number of shares of the Common Stock of
the Registrant, $.25 par value (the "Common Stock"), which the Registrant is
authorized to issue to 15,000,000 shares of Common Stock and (b) authorized a
class of 5,000,000 shares of preferred stock of the Registrant, par value $1.00
per share (the "Preferred Stock"). A copy of the Articles is attached to this
Report as Exhibit 3.
DESCRIPTION OF COMMON STOCK
As amended by the Amendment, the Articles authorize the issuance of
15,000,000 shares of Common Stock. As of October 1, 1997, there were
5,394,033 shares of Common Stock issued and outstanding, held by
approximately 438 stockholders of record. Except as otherwise required by law,
each share of Common Stock entitles the shareholder to one vote on each matter
which shareholders may vote on at all meetings of shareholders of the
Registrant. Holders of the Common Stock are not entitled to cumulative voting
in the election of directors. Holders of the Common Stock do not have
preemptive, subscription or conversion rights, and there are no redemption or
sinking fund provisions applicable thereto. Subject to the rights of holders
of Preferred Stock, holders of Common Stock are entitled to share equally and
ratably in dividends paid from the funds legally available for the payment
thereof, when, as and if declared by the Board of Directors of the Registrant
(the "Board"). Subject to the rights of holders of Preferred Stock, holders
of Common Stock are also entitled to share ratably in the assets of the
Registrant available for distribution to holders of Common Stock after payment
of liabilities of the Registrant upon liquidation or dissolution of the
Registrant, whether voluntary or involuntary.
No provision of the Articles or the Bylaws of the Registrant (the
"Bylaws") would delay, defer or prevent a change in control of the Registrant.
Nonetheless, the future issuance, if any, of Preferred Stock may have the
effect of delaying or preventing a change in control of the Registrant. In
addition, the Utah Control Shares Acquisition Act (the "Control Shares Act")
provides that any person or entity which acquires 20% or more of the
outstanding voting shares of a publicly-held Utah corporation is denied voting
rights with respect to the acquired shares, unless a majority of the
disinterested shareholders of the corporation elects to restore such voting
rights. A "control share acquisition" is generally defined as the direct or
indirect acquisition of either ownership or voting power associated with
previously issued and outstanding control shares. The shareholders of a
corporation may elect to exempt the stock of the corporation from the
provisions of the Control Shares Act through adoption of a provision to that
effect in the articles of incorporation or bylaws of the corporation. Neither
the Articles nor the Bylaws exempt the Common Stock from the Control Shares
Act.
The declaration of dividends is subject to the discretion of the Board.
The Registrant has no present intention of paying any cash dividends on the
Common Stock and plans currently to retain any earnings to finance the
development and expansion of its operations. The payment of cash dividends
also may be restricted by a number of other factors, including future earnings,
capital requirements and the financial condition of the Registrant, and
restrictions on the payment of dividends imposed under Utah law.
DESCRIPTION OF PREFERRED STOCK
As amended by the Amendment, the Articles authorize the issuance of
5,000,000 shares of Preferred Stock. As of September 1, 1997, the Registrant
had not issued any shares of Preferred Stock. The Articles authorize the
Board, without any further aant, to (i) divide the Preferred Stock into series,
(ii) designate each such series, (iii) fix and determine dividend rights, (iv)
determine the price, terms and conditions on which shares of Preferred Stock
may be redeemed, (v) determine the amount payable to holders of Preferred Stock
in the event of voluntary or involuntary liquidation, (vi) determine any
sinking fund provisions, and (vii) establish any voting, preemption or
conversion privileges. The future issuance, if any, of Preferred Stock may
have the effect of delaying or preventing a change in control of the Registrant
and may adversely affect the voting and other rights of the holders of Common
Stock.
AMENDMENT OF INFORMATION IN FORM 10
The Registrant makes reference to that Form 10, General Form for
Registration of Securities Pursuant to Section 12(g) of the Securities Exchange
Act of 1934 (the "Form 10"), filed by the Registrant (then known as Amacan
Resources Corporation) with the Securities and Exchange Commission on July 24,
1972. A copy of the Form 10 is attached hereto as Exhibit 4. To the extent
that information regarding the Common Stock contained in this Report is
inconsistent with the description of the Common Stock set forth in the Form 10,
the information set forth in this Report shall be deemed to supersede and so
modify the information contained in the Form 10, and the Registrant hereby
amends the Form 10 to such extent and in such manner.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The following exhibits are included herein:
Reg S-B Exhibit
Exhibit No. Description No.
3 Articles of Incorporation of the Registrant, as
amended. 3
4 Form 10, General Form for Registration of
Securities Pursuant to Section 12(g) of the
Securities Exchange Act of 1934, filed by the
Registrant with the Securities and Exchange
Commission on July 24, 1997. 4
______________________________
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
SENTO TECHNICAL INNOVATIONS CORPORATION
/s/ Robert K. Bench
--------------------
Robert K. Bench, President
Dated: October 17, 1997
<PAGE>
ARTICLES OF INCORPORATION, AS AMENDED,
OF
SENTO TECHNICAL INNOVATIONS CORPORATION
As of September 22, 1997
ARTICLE I - CORPORATE NAME
The name of the Corporation is SENTO TECHNICAL INNOVATIONS CORPORATION.
ARTICLE II - DURATION
The period of the Corporation's duration shall be perpetual.
ARTICLE III - PURPOSES
The purposes for which the Corporation is organized are: To engage in any
business, investment or other pursuit or activity, whether retail or wholesale,
whether commercial or industrial, or whether mining, milling or manufacturing,
and specifically including the purchase and development of gold, silver,
uranium and other mining properties; and to perform any and all other lawful
acts or purposes as are or may be granted to corporate entities under the laws
of the State of Utah and by any other state or foreign country. The
Corporation may conduct its business anywhere within the State of Utah and may
have branch businesses within the State or in any of the states of the United
States, or in any foreign country, without in any way limiting the foregoing
powers. It is hereby provided that the Corporation shall have power to do any
and all acts and things that may be reasonably necessary or appropriate to
accomplish any of the foregoing purposes from which the Corporation is formed.
ARTICLE IV - CAPITAL STOCK
The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is Twenty Million (20,000,000)
shares, consisting of (i) Fifteen Million (15,000,000) shares of common stock,
par value $0.25 per share (the "Common Stock"), and (ii) Five Million
(5,000,000) shares of preferred stock, par value $1.00 per share (the
"Preferred Stock").
A. COMMON STOCK. Each share of Common Stock shall
entitle the holder thereof to one vote at all meetings of the
stockholders. There shall be no cumulative voting with respect to
shares of Common Stock. There shall be no preemptive rights with
respect to shares of Common Stock. Fully paid Common Stock of the
Corporation shall not be liable to any further call or assessment.
Subject to the rights of holders of Preferred Stock, holders of
Common Stock shall be entitled to receive such dividends and other
distributions in cash, stock or property of the Corporation as may be
declared thereon by the Board of Directors of the Corporation (the
"Board") from time to time. Subject to the rights of holders of
Preferred Stock, holders of Common Stock shall be entitled to receive
the net assets of the Corporation upon its liquidation or
dissolution.
B. PREFERRED STOCK. The Preferred Stock may be divided
into and issued from time to time in one or more series as may be
fixed and determined by the Board. The relative rights and
preferences of the Preferred Stock of each series shall be such as
shall be stated in any resolution or resolutions adopted by the Board
setting forth the designation of the series and fixing and
determining the relative rights and preferences thereof (a
"Directors' Resolution"). The Board is hereby authorized to fix and
determine the powers, designations, preferences and relative,
participating, optional or other rights of any such series of
Preferred Stock, including, without limitation, voting powers, full
or limited, preferential rights to receive dividends or assets upon
liquidation, rights of conversion or exchange into Common Stock,
Preferred Stock of any series or other securities, any right of the
Corporation to exchange or convert shares into Common Stock,
Preferred Stock of any series or other securities, or redemption
provisions or sinking fund provisions, as between series and as
between the Preferred Stock or any series thereof and the Common
Stock, and the qualifications, limitations or restrictions thereof,
if any, all as shall be stated in a Directors' Resolution, and the
shares of Preferred Stock or any series thereof may have full or
limited voting powers, or be without voting powers, all as shall be
stated in a Directors' Resolution. Except where otherwise set forth
in the Directors' Resolution providing for the issuance of any series
of Preferred Stock, the number of shares comprising such series may
be increased or decreased (but not below the number of shares then
outstanding) from time to time by like action of the Board. The
shares of Preferred Stock of any one series shall be identical with
the other shares in the same series in all respects except as to the
dates from and after which dividends thereon shall cumulate, if
cumulative.
C. REACQUIRED SHARES OF PREFERRED STOCK. Shares of any
series of Preferred Stock that have been redeemed (whether through
the operation of a sinking fund or otherwise) or purchased by the
Corporation, or which, if convertible or exchangeable, have been
converted into, or exchanged for, shares of stock of any other class
or classes or any evidences of indebtedness shall have the status of
authorized and unissued shares of Preferred Stock and may be reissued
as a part of the series of which they were originally a part or may
be reclassified and reissued as part of a new series of Preferred
Stock or as part of any other series of Preferred Stock, all subject
to conditions or restrictions on issuance set forth in the Directors'
Resolution providing for the issuance of any series of Preferred
Stock and to any filing required by law.
ARTICLE V - CAPITALIZATION
The Corporation shall not commence business until at least $1,000.00 has
been received by it as consideration for the issuance of shares.
ARTICLE VI - PLACE OF BUSINESS
The principal place of business and the principal office of the
Corporation shall be in Salt Lake County, State of Utah; branch offices or
other places of business may be established elsewhere in the State of Utah or
without the State of Utah and in the United States or without the United States
as the Board may determine.
ARTICLE VII - BYLAWS
Provisions for the regulation of the internal affairs of the Corporation
will be contained in Bylaws appropriately adopted by the Board in accordance
with the Act.
ARTICLE VIII - NUMBER OF DIRECTORS
The number of directors shall be not less than three nor more than nine.
<PAGE>
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10
General Form for Registration of Securities
Pursuant to Section 12(g) of
The Securities Exchange Act of 1934
__________________________
AMACAN RESOURCES CORPORATION
Incorporated in the State of Utah - IRS No.
1399 South 700 East
Salt Lake City, Utah 84105
Telephone No. (801) 486-9911
_______________________________
Securities to be registered pursuant to Section 12(g) of the Act
2,225,600 shares of Common Capital Stock
(Title of Class)
Warrants to purchase 85,000 shares of Common Capital Stock
(Title of Class)
<PAGE>
Item 1. BUSINESS.
(a) Amacan Resources Corporation (hereinafter "Amacan" or
"the Registrant" or "the Company") was incorporated in the State
of Utah on May 19, 1969.
(b) The Company was incorporated for the purpose of
engaging in mining exploration and development and soon after
its incorporation acquired unpatented mining claims, mineral
leases, royalty interests and working interests in mining
properties located in the United States and Canada. In
addition, the Company has acquired oil and gas licenses located
in Canada. Pursuant to a merger with Minerals West, Inc., a
Nevada corporation, in March of 1970, additional unpatented
mining claims located in Quebec, Canada were also acquired.
Other than acquisition of these interests, cursory exploration
of properties and preparing a Registration Statement relating to
a public offering of its Common Stock pursuant to the Securities
Act of 1933, the Company has conducted no business and has had
no income from operations.
At present, the Company has no full-time employees. It is
anticipated that a mining engineer or geologist will be employed
on a full-time basis to direct the Company's proposed
exploration programs, and that he will employ on behalf of the
Company additional persons required to carry out the exploration
program. The minerals of interest in the various properties are
copper, silver, uranium, and oil and gas.
The Company has mineral assets other than the foregoing
mineral properties, including rights to royalty payments on
uranium ore production from various mining claims in the Gas
Hills of Wyoming, and mineral interests.
(c)(1) The Registrant has no subsidiaries, and is engaged
in only one line of business.
(2) The Registrant has not derived any income from
operations and does not anticipate that income, if any, will be
derived from other than mineral exploration and development and
related royalty interests.
(d) Inasmuch as Registrant has not yet engaged in
business, it has not established any customers upon which it is
dependent. At present, there are no customers doing business
with the Registrant.
(e) As stated above, the Registrant is the holder of
unpatented mining claims, working interests and mineral licenses
located in the Province of Quebec, Canada. The Company intends
to devote approximately 40 per cent of its time and resources to
exploration and development of these properties which are held
pursuant to licenses obtained from the Department of Natural
Resources in Quebec, Canada. As a condition of retaining
possessory title to the claims and licenses, the Registrant must
perform assessment work every two years on 65 of the unpatented
mining claims and annually on 12 unpatented claims at an annual
cost of approximately $16,330.
To maintain possession of the oil and gas licenses the
Company must perform annual labor having a minimum value per
acre which obligation increases each year. For example, the
work performed must have a value of $0.20 per acre in the first
year (approximately $46,000) and increases by $0.20 per acre
each year thereafter to a maximum of $1.00 per acre. If mineral
discovery is made during the initial 5 year license term, the
licenses may be renewed for additional periods.
(f) The business of mineral exploration and development is
extremely competitive, and the Registrant proposes to compete
with numerous companies having large technical staffs and
greater resources which are engaged in exploration an
development. In addition, the search for mining properties and
exploratory mining for ores is a business involving considerable
risk. There is no assurance that any of the Company's
operations will result in discovery of commercially minable ore
deposits.
Item 2. SUMMARY OF OPERATIONS.
As of March 31, 1972, the Company was still in the
promotional and development stage, had not commenced operations,
and had not realized any income from operations. Therefore, no
summary of operations is available for the Company. Reference
is made to the statement of cash receipts and disbursements
which accompany the financial statements filed as a part of this
Registration Statement.
Item 3. PROPERTIES.
As stated, the principal assets of the Registrant are
unpatented mining claims and mineral licenses located in the
United States and Canada. The location of the properties, the
nature of the Registrant's interest and the extent and result of
development are set forth as follows:
CANADIAN PROPERTIES
(a) THE BONEVENTURE PROPERTY. The property consists of 65
unpatented mining claims held by the Registrant covering
approximately 2,600 acres located in the eastern tip of Quebec,
Canada on the Gaspe peninsula. The property has been the
subject of Aeromagnetic surveys made by the governments of
Canada and Quebec jointly in 1967 and was examined in 1969 by
Dr. J. Robert Assad, formerly the head of the Minerals Deposit
Branch of the Quebec Department of Mines and Professor of
Economic Mining Geology at Laval University, Quebec City,
Quebec. There has been no known production from the properties.
Proposed exploration includes geochemical and geophysical
surveys, mapping and line cutting.
(b) THE MATTAGAMI PROPERTY. The property consists of 12
unpatented mining claims held by the Company covering
approximately 480 acres located in Cavalier Township, Quebec,
Canada. There has been no geological examination of the
property and no known production. Exploration plans consist of
a geophysical survey to determine if further work should be
done.
(c) OIL AND GAS LICENSES. An undivided 75% interest in
oil and gas licenses covering approximately 231,000 acres
located in the St. Lawrence Valley, Quebec, Canada, were
obtained from Provinces X Ltd., a Canadian corporation, in
April, 1972. Provinces X retained the remaining 25% interest in
the licenses. The Company has carried out no exploration on the
properties and is not aware of any past production. Management
is considering a limited drilling program to shallow depths in
search of oil and gas.
SULTAN MINING CLAIMS
This property consists of six unpatented mining claims held
by the Company located in the Union Mining District, Nye County,
Nevada, some 70 miles from Tonopah, Nevada. The property was
obtained by the Company pursuant to the merger with Minerals
West, Inc. Prior to its acquisition, the property was the
subject of a cursory geological examination by the geologist who
subsequently transferred the property to Minerals West, Inc. in
exchange for stock. Based on its geological examination, the
Company is now engaged in a detailed geological examination and
geophysical and geochemical surveys. The property has no
history of production which is known to the Company.
THE VALLEY GROUP
The property consists of 25 unpatented mining claims held
by the Company covering about 450 acres and located 80 miles
southwest of Moab, Utah, in the White Canyon Mining District,
San Juan County, Utah. The property was acquired from
individuals who were promoters and are now shareholders of the
Company. Prior to acquisition, a substantial exploratory
drilling program was carried out on part of the property, which
did not reveal any commercially minable ore. A cursory
geological examination of this group of claims by one of the
transferors has resulted in a recommendation that the Company
complete a drilling program on the one-half of the property not
previously drilled. There has been no known production on the
properties.
THE OUTLOOK GROUP
The property consists of 5 unpatented mining claims held by
the Company and located in the Elkridge Mining District, San
Juan County, Utah. The property was located and staked in 1968
by Douglas J. Davis, a promoter, stockholder and officer of the
Company. Prior to being acquired by the Company a hole was
drilled to a depth of 250 feet which did not reveal any
significant mineralization. A brief geological examination of
the property made by another of the Company's shareholders has
resulted in a recommendation that further drilling be done for
search of ore bodies. There has been no known production.
ROYALTY INTERESTS
The Company is the owner of royalty interests ranging from
2% to 10% of retained royalties in uranium properties located in
Fremont County, Wyoming. There has been limited development of
the properties by persons not associated with the Registrant.
MINERAL INTERESTS
The Company is the owner of oil and gas mineral interests
covered by Federal Oil and Gas Leases covering approximately
2,000 acres situated in Phillips County, Montana. No
exploration or development is currently being carried out of
which the Company is aware and the Company has no plans to
explore or develop these interests.
Item 4. PARENTS AND SUBSIDIARIES.
(a) The Registrant has neither parents or subsidiaries.
(b) There are no contractual arrangements known to the
Registrant which may at a subsequent date result in a
change of control in the Registrant.
Item 5. PRINCIPAL SECURITY HOLDERS AND SECURITY HOLDINGS OF MANAGEMENT.
(a) As of June 30, 1972, owners of 10% or more of the
voting securities of the Company were:
TYPE OF AMOUNT PER CENT
NAME AND ADDRESS TITLE OF CLASS OWNERSHIP OWNED OF CLASS
- ---------------- -------------- ---------- -------- ---------
Russell G. Holley Common Record and 256,000 12%
2881 Melony Drive Beneficial
Salt Lake City, UT
Douglas J. Davis Common Record and 256,000 12%
2865 Bonnie Brae Ave. Beneficial
Salt Lake City, UT
(b) As of June 30, 1972, all officers and directors as a
group (5 persons) owned the following:
AMOUNT
BENEFICIALLY PER CENT
TITLE OF CLASS OWNED OF CLASS
- -------------- ------------ --------
Common Stock 747,000 33%
Item 6. DIRECTORS AND EXECUTIVE OFFICERS.
(a) The present directors of the Registrant are:
ARRANGEMENTS
OTHER OFFICES HELD TERM AS OR
NAME WITH REGISTRANT DIRECTOR PERIOD SERVED UNDERSTANDINGS
- -----------------------------------------------------------------------------
Russell G. Holley Chairman of the 3 years Since May 1969 None
Board of Directors
Lamar H. Holley President 3 years Since May 1969 None
Douglas J. Davis Vice President 3 years Since May 1969 None
(b) The executive officers of Amacan are:
NAME AGE POSITION OR OFFICES HELD
- -----------------------------------------------------------
Russell G. Holley 52 Chairman of the Board and Director
Lamar H. Holley 49 President and Director
Douglas J. Davis 43 Director and Vice President
John J. Thurmond 48 Secretary
Louis E. Midgley 60 Treasurer
(c) Russell G. Holley, Chairman of the Board and a
Director, and Lamar H. Holley, President and Director
are brothers.
(d) A brief account of the business experience during the
past five years of each director and each executive
officer, including his principal occupations and
employments during that period, and the name and
principal business of any corporation at which such
occupations and employments were carried on, is as
follows:
(i) Russell G. Holley is self-employed in managing
private investments in oil and gas properties and
securities. He is a partner in Ken Luff &
Associates, an oil and gas exploration company
which he helped establish in 1961. He is past
Director and Vice President of American Nuclear
Corporation, a mining exploration company formed
in 1955.
(ii) Lamar H. Holley is the owner and manager of
Western Sales Associates, a manufacturer's
representative organization for mining,
electronics, aircraft and aerospace industries.
Mr. Holley has been engaged in the retail
clothing business and in the management of Utah
Motor Club and Great Western Motor Club. He has
also acted as Regional Office Manager for
Standard Office Systems.
(iii) Douglas J. Davis is presently co-owner of
Wash-a-Matic and Ming Plating, companies
engaged in automobile equipment
distribution. He is a past co-owner of
Blanding Drilling Company and worked as a
drilling contractor until 1964, exploring
and developing uranium properties in the
Colorado Plateau.
(iv) John L. Thurmond is presently associated with a
Salt Lake City, Utah firm which specialized in
equipment used in refinishing and restoring
automobile finishes. From 1964 until 1969, Mr.
Thurmond was an agent with All-State Insurance
Company where he became a Senior Account Agent.
(v) Louis E. Midgley is an attorney engaged in
private practice in Salt Lake City, Utah.
(e) During the past ten years:
(i) No petition under the Bankruptcy Act or any State
Insolvency Law was filed by, or against nor was a
receiver, fiscal agent or similar officer
appointed by a court for the business or property
of any officer or director of the Company, or as
to any partnership in which an officer or a
director was a general partner, at or within two
years within the time of such filing, or any
corporation or business association of which he
was an executive officer at or within two years
before the time of such filing.
(ii) No officer or director was convicted in a
criminal proceeding or is the subject of a
criminal proceeding which is presently pending.
(iii)No officer or director was the subject of
any order, judgment or decree in any court
of competent jurisdiction permanently or
temporarily enjoining him from acting as an
investment advisor, underwriter, broker or
dealer in securities, or as an affiliated
person, director, or employee of any
investment company, bank, savings & loan
association, or insurance company, or from
engaging in or continuing any conduct or
practice in connection with any such
activity or in connection with the purchase
or sale of any security, or in any way from
engaging in or associating with others
engaged in such activities.
Item 7. REMUNERATION OF DIRECTORS AND OFFICERS.
(a) No remuneration was paid to the officers and directors
of the Company during the last fiscal year. The
directors of the Company have agreed that the
aggregate salaries payable to the present directors
will not exceed $30,000 during the current fiscal
year, and that thereafter no salaries shall be paid to
the directors except as may reasonably be justified by
operations of the Company.
(b) The Company presently has no plan for the payment of
any annuity, pension or retirement benefits to any of
its officers or directors.
(c) There is no existing plan or arrangement to remunerate
any director or officer of the Company in the future,
directly or indirectly, other than through employment
with the Registrant or in connection with services
rendered as officers and directors of the Registrant.
Item 8. MANAGEMENT OPTIONS TO PURCHASE SECURITIES.
There are no options to purchase securities from the
Registrant held by any director or officer of the Company.
Item 9. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS.
(a) On March 10, 1970, the Company acquired mineral
interests in federal oil and gas leases from Lamar H.
Holley, Louis E. Midgley and John L. Thurmond, who
were the owners of undivided 29%, 15% and 56%
interests, respectively, in the minerals. Messrs.
Holley, Midgley and Thurmond received 10,000, 5,000
and 20,000 shares, respectively, of the Common Stock
of the Company. The leases were originally acquired
by an officer and director of the Company at a cash
cost of $1,200.00. On March 10, 1970, Russell G.
Holley, Lamar H. Holley and Douglas J. Davis each
transferred to the Company an undivided 32% interest
in the Mattagami Claims located in Quebec, Canada in
exchange for 160,000 shares each of the Common Stock
of the Company. John L. Thurmond also transferred his
4% undivided interest in the claims in exchange for
20,000 shares of the Company's Common Stock. These
claims were acquired at no cash cost to the above-
named persons.
Russell G. Holley transferred to the Company royalties
ranging from .2% to 1% in uranium properties located
in the Gas Hills area of Fremont County, Wyoming, in
exchange for 60,000 shares of the Company's Common
Stock. These royalty interests were acquired at a
cash cost of $2,000.
Douglas J. Davis transferred an undivided 30% interest
in the 25 unpatented mining claims known as the
"Valley Claims" located in Southern Utah in exchange
for 60,000 shares of the Company's Common Stock. The
interest in these claims was acquired by Mr. Davis at
no cash cost.
Prior to the merger of Minerals West, Inc. into the
Company, Russell G. Holley and John L. Thurmond
transferred their respective interests in royalties
ranging from .2% to 1% retained in uranium claims
located in the Gas Hills area of Fremont County,
Wyoming to Minerals West, Inc. These royalty
interests were originally acquired at a cash cost of
$2,000. In addition, John L. Thurmond transferred his
43% interest in the claim group known as the Sultan
Group in exchange for 13,000 share of the Common Stock
of Minerals West, Inc. These claims were acquired at
no cash cost to Mr. Thurmond.
Douglas J. Davis also transferred all of the right,
title and interest in unpatented mining claims located
in Southern Utah, known as the "Outlook Claims" to
Minerals West, Inc. for 36,000 shares of the Common
Stock of Minerals West, Inc., for which he received
36,000 shares of the Common Stock of the Company
pursuant to the merger. Mr. Davis located and staked
the Outlook Claim group so that he acquired the claims
at no cash cost.
On March 10, 1970, Francis N. Charlebois, a Consultant
to the Company on its Canadian properties, transferred
a 10% carried working interest which he held in the
Gaspe and Mattagami properties to the Company in
exchange for 160,000 shares of the Common Stock of the
Company.
(b) No director, officer or associate of any director or
officer is or has been indebted to the Registrant.
(c) The Registrant does not presently have any pension,
retirement, savings or similar plan.
(d) The following information is furnished with respect to
the promoters of the Registrant and their transactions
with the Registrant:
The persons named in response to sub-paragraph
(a) of this Item may be deemed the promoters of the
Company with the exception of Francis N. Charlebois
who had no part in the founding of the Company. The
nature and the amount of the property interest
received by the Registrant, and the consideration
given therefor to the promoters is set forth in sub-
paragraph (a) as well as the costs thereof. The
number of shares agreed to be issued as described was
determined by the parties to each transaction acting
on behalf of the Company as well as the individuals
concerned. These were, therefor, not arm's length
transactions.
Item 10. PENDING LEGAL PROCEEDINGS.
There are no pending material legal proceedings to which
the Registrant is a party.
Item 11. NUMBER OF EQUITY SECURITY HOLDERS.
The number of holders of securities of the Company as of
March 31, 1972, and the title of the securities held, is as
follows:
TITLE OF CLASS NUMBER OF RECORD HOLDERS
- --------------------- ------------------------
Common Capital Stock 363
$0.25 Par Value
Item 12. NATURE OF TRADING MARKET.
The Registrant commenced an offering of 850,000 shares of
its par value $0.25 Common Stock on January 3, 1972, pursuant to
which all of the shares offered were sold at the offering price
of $0.50 per share. The offering was completed on March 3,
1972.
The Common Stock of the Registrant is currently trading in
the over-the-counter market. The principal market makers for
the stock are Priestley & Pace Securities, Inc. of Las Vegas,
Nevada; Equidyne Securities of Salt Lake City, Utah; John
Stevens Company of Denver, Colorado; and M.S. Wein of Jersey
City, New Jersey. The high and low bid prices for the Common
Stock for the period beginning January 3, 1972 and ending March
31, 1972, and for the quarter commencing April 1, 1972, are as
follows:
PERIOD HIGH LOW
- ------ ---- ---
January 3, 1972 - March 31, 1972 $1.00 $0.50
April 1, 1972 - June 30, 1972 $1.75 $0.62
Item 13. RECENT SALES OF UNREGISTERED SECURITIES.
All securities of the Registrant sold by the Registrant within the
past three years which were not registered under the Securities Act of
1933, are as follows:
(i) In March, 1970, the Registrant sold a total of 1,781,200
shares of its par value $0.04 Common Stock to a group of 15
persons in exchange for cash and property as follows:
(a) 151,200 shares were issued in exchange for cash in the
amount of $18,900;
(b) 1,630,000 shares were issues in exchange for interests in
patented and unpatented mining claims, royalties and
mineral interests.
(ii) On June 10, 1970, the stockholders of the Registrant approved
the merger into the Registrant of Minerals West, Inc., a
Nevada corporation, upon a ratio of one share of the
Registrant for each share of the issued and outstanding Common
Stock of Minerals West, Inc. Pursuant to the merger, 960,000
shares of the Common Stock of the Registrant were issued in
exchange for 960,000 shares of Minerals West, Inc., which was
surrendered and canceled. Also in connection with the merger,
the shareholders approved an amendment to the Articles of
Incorporation of the Registrant so as to reduce its authorized
stock to 8,000,000 shares and increase the par value of its
shares to $0.125, which became effective June 10, 1970.
(iii) 10,000 of the Registrant's par value $0.125 Common Stock were
issued September 14, 1970, to the transferor of 10% carried
working interest in patented mining claims located in Quebec,
Canada.
(iv) On February 4, 1971, the Registrant reverse-split its stock on
a ration of 1 share for 2, and increased its par value from
$0.125 to $0.25 per share. Pursuant to this recapitalization,
1,375,600 share of $0.25 par value Common Stock were exchanged
for 2,751,200 shares of $0.125 par value Common Stock then
outstanding.
(v) Upon completion of the sale of 850,000 shares of Common Stock,
the Registrant granted to the underwriter warrants to purchase
85,000 shares of the Company's $0.25 par value Common Stock at
an exercise price of $0.55 per share exercisable for a period
of four years after January 3, 1973.
There were no underwriters involved in any of the
transactions described above, and no discounts or commissions
were paid.
The cash proceeds from the sale of the Registrant's Common
Stock (including proceeds acquired in connection with the
merger of Minerals West, Inc. into the Registrant) were used
for the following purposes:
PURPOSE CASH AMOUNT
- ------- -----------
Purchase of property and property rights $ 49,099.50
Promotional, Exploratory and development costs $ 10,377.57
Prepaid offering expenses $ 13,773.97
Organization expense $ 4,299.16
-----------
$ 77,550.20
(b) The transactions described above were completed with the
following persons:
(i) Five persons who are officers and directors of the
Company;
(ii) Nine persons who are business associates of the officers
and directors of the Company;
(iii) Four persons who became acquainted with the Company and
its affairs through persons described in Paragraph (ii)
above;
(iv) Eighteen persons who were shareholders of Minerals West,
Inc. who were informed concerning the Company and its
business affairs through proxy solicitation materials.
(v) The Underwriter of the Company's public offering of
850,000 shares of its Common Stock.
Each of the transactions described above was made in
reliance upon Section 4(2) of the Securities Act of 1933,
as amended (the "Act"), for transactions not involving any
public offering. There has been no disposition of any
shares or interests by the above-described persons, and
each of the persons has represented that these shares were
acquired for investment purposes only. The transaction
involving shareholders of Minerals West, Inc. described in
Paragraph (iv) also was made in reliance upon Section 2(3)
of the Act in that no "sale" was involved. All
certificates representing the shares which have been
issued have been stamped with a restrictive legend
restricting their transfer in the absence of registration
or an opinion from counsel satisfactory to the Company
that registration is not required prior to any such
transfer.
Item 14. CAPITAL STOCK TO BE REGISTERED.
The authorized capital stock of the Company consists of 4,000,000
shares of $0.25 par value Common Stock, the only class of stock
authorized to be issued, of which 2,225,600 shares were outstanding as of
March 31, 1972. The following information is furnished with respect to
the Common Stock:
(i) Each share of Capital Stock is entitled to a proportionate
share of dividends legally declared and paid, if any.
Dividend rights are non-cumulative.
(ii) Voting rights are non-cumulative. Each shareholder shall have
one vote for each share held in his name on the books of the
Corporation.
(iii) Upon any partial or complete liquidation, each share is
entitled to a ratable share of the assets distributed after
payment to creditors.
(iv) There are no pre-emptive rights.
(v) There are no conversion rights.
(vi) There are no specific provisions for redemption of shares.
(vii) There are no sinking fund provisions.
(viii) Once fully paid, shares are non-assessable.
(b) Rights of Holders of stock may not be modified to otherwise
than by a vote of the majority or more of the shares outstanding.
(c) There is no provision restricting repurchase or redemption of
shares by the Corporation while there is any arrearage in payment of
dividends or sinking fund installments.
Item 15. DEBT SECURITIES TO BE REGISTERED.
The Registrant has no debt securities to be registered.
Item 16. OTHER SECURITIES TO BE REGISTERED.
(a) Warrants to purchase 85,000 shares of the Common Stock of the
Company were issued to Priestly & Pace Securities, the
managing underwriter of the Company's recent public offering.
These warrants are exercisable for a period of four years
commencing January 3, 1973, at an exercise price of $0.55 per
share. For information concerning these Warrants, see Item 13
above.
Item 17. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 16-10-4, Utah Code Ann. (Supp. 1969), provides, in part, as
follows:
"Each corporation shall have the power:
* * * *
(o) to indemnify any director or officer or former director or
officer of the Corporation, or any person who may have served at its
request as a director or an officer of another corporation in which it
owns shares of capital stock, or of which it is a creditor, against
expenses actually and reasonably incurred by him in connection with
the defense of any action, suit or proceeding, civil or criminal, in
which he is made a party by reason of being or having been such
director or officer, except in relation to matters as to which he
shall be adjudged in such action, suit or proceeding, to be liable for
negligence or misconduct in the performance of duty; and to make any
other indemnification that shall be authorized by the Articles of
Incorporation or by any Bylaws or resolutions adopted by the
shareholders after notice."
Insofar as indemnification for liability arising out of the Securities
Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Securities &
Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
Item 18. FINANCIAL STATEMENTS AND EXHIBITS.
A. FINANCIAL STATEMENTS:
Amacan Resources Corporation (formerly United Energy Corporation)
1. Accountants report.
2. Statement of assets, unrecovered promotional, exploratory and
development costs, liabilities and capital shares, April 30, 1972.
3. Statement of cash receipts and disbursements for the period from
November 18, 1968 (date of inception) to April 30, 1972.
4. Notes to the financial statements.
B. EXHIBITS
The following exhibits are incorporated herein by reference to the
Registration Statement on Form S-3 filed by the Registrant under the
Securities Act of 1933, as amended, and declared effective on January 3,
1972. The designation identifying each exhibit is the designation given in
the previous filing:
3. Articles of Incorporation of the Registrant dated May 19, 1969.
3.1 Amendments to the Articles of Incorporation of the Registrant dated
December 29, 1969, June 17, 1970, February 9, 1971 and September
23, 1971.
3.2 Bylaws of the Registrant as now in effect.
4. A copy of the stock certificate for the shares being registered.
In addition to the foregoing exhibits which are incorporated herein by
reference, the Registrant files as an exhibit to the Registration Statement
a specimen copy of the warrant issued to the Underwriter of the Company's
stock offering. The specimen copy is attached hereto as "Exhibit A".
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
DATED this 20th day of July, 1972,
AMACAN RESOURCES CORPORATION
By: /s/ LAMAR H. HOLLEY
-------------------
Lamar H. Holley, President
<PAGE>
AMACAN RESOURCES CORPORATION
(Formerly United Energy Corporation)
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD FROM NOVEMBER 18, 1968 (DATE OF INCEPTION) TO APRIL 30, 1972
November Year Year Year
18, 1968 Ended Ended Ended
to April April 30, April 30, April 30,
30, 1969 1970 1971 1972 Total
--------- --------- --------- --------- --------
RECEIPTS:
Sales of securities . . . . $2,500 $86,400 $425,000 $513,900
Interest earned . . . . . . $ 1,100 338 1,438
Royalty income . . . . . . 266 266
U.S. Treasury bills matured 19,400 19,400
-------- --------- --------- --------- --------
Total Receipts . . . $2,500 $86,400 $20,500 $425,604 $535,004
DISBURSEMENTS:
Purchase of property and
property rights
(Note 2) . . . . . . . . 2,500 14,469 57,149
Purchase U.S. Treasury bills 19,400 19,400
Unrecovered promotional,
exploratory and development
costs (Note 3)
Assessment work . . . . 550 550
Interest . . . . . . . . 149 7 156
Accounting . . . . . . . 519 519
Taxes and licenses . . . 140 577 516 1,233
Telephone . . . . . . . 384 884 2,732 4,000
Office supplies and
miscellaneous . . . . . 2 255 408 449 1,114
Office rent . . . . . . 100 1,350 1,450
Labor and contract
drilling . . . . . . . 2,325 300 2,625
Travel and promotion . . 1,621 1,115 1,996 4,732
Offering expenses (Note 4):
Underwriting commissions
and expenses . . . . . 47,500 47,500
Legal fees . . . . . . . 3,750 5,274 18,393 27,417
Accounting fees . . . . 1,208 650 1,858
Geologist and mining
consultant . . . . . . 2,161 208 2,369
Printing and miscellaneous 1,000 2,601 3,601
Organizational expenses
(Note 5):
Legal fees . . . . . . . 500 3,474 3,974
Travel and promotion . . . . 325 325
--------- ---------- ---------- -------- --------
Total Disbursements . . . $ 502 $52,603 $ 35,454 $91,412 $179,971
EXCESS OF RECEIPTS OVER
DISBURSEMENTS(DISBURSEMENTS
OVER RECEIPTS) 1,997 33,797 (14,954) 334,192 355,032
CASH BALANCE, BEGINNING OF
PERIOD 0 1,998 35,795 20,841
---------- --------- ---------- -------- --------
CASH BALANCE, END OF PERIOD $1,998 $35,795 $ 20,840 $355,032 $355,032
<PAGE>
AMACAN RESOURCES CORPORATION
(Formerly United Energy Corporation)
NOTES TO THE FINANCIAL STATEMENTS
DATED ARIL 30, 1972
1. ORGANIZATION AND HISTORY. On June 20, 1970, an agreement of merger was
entered into, whereby Minerals West, Incorporation (A Nevada corporation)
was merged into United Energy Corporation (A Utah corporation). The
agreement provided for the issuance of one share of the common stock of
the par value of 12 per share of the surviving entity (United Energy
Corporation) in exchange for each of the 960,000 outstanding shares of
the common stock of Minerals West, Incorporated on a one-for-one basis.
The "pooling of interests" method of accounting has been used to combine
the assets, unrecovered costs and liabilities of the two merged
corporations, and in stating the cash receipts and disbursements of the
two entities since their inception. Minerals West, Incorporated was
incorporated as of November 18, 1968 and United Energy Corporation as of
May 19, 1969.
On February 4, 1971, the shareholders resolved that the Articles of
Incorporation of the Company be amended to effect a reverse split of the
common stock at a ratio of one share of 25 par value common stock for
each two shares of 12 par value common stock and that the authorized
capital be changed from 8,000,000 shares of 12 par value common stock to
4,000,000 shares of 25 par value common stock. The capital shares are
shown in the financial statements in accordance with this amendment.
On September 20, 1971, the shareholders resolved that the Articles of
Incorporation of the Company be amended to effect a change in the name of
the Company from United Energy Corporation to Amacan Resources
Corporation.
2. MINING CLAIMS AND RIGHTS. A summary follows:
Cost
---------------------------------
Description Cash Shares
----------- ------------- --------------
12 unpatented mining claims, located
in or near Cavalier, Electoral
District of Abitibi-Fast, Province of
Quebec, Canada, and known as the
Mattagami claims. Of the 15
unpatented mining claims originally
acquired, three were abandoned during
the current period. 580,000
65 unpatented mining claims, located
in or near Gaspe', Province of Quebec,
Canada, known as the Charlebois-
Boneventure group $49,099.50 85,000
25 unpatented mining claims located in
San Juan County, Utah and described as
the Valley, West Valley, Milkie Way
and Playboy claims 120,000
Royalty interests in 57 unpatented
uranium mining claims located in
Fremont County, Wyoming and known as
the Cal Claims, MBH Claims and P&F 110,000
Claims
An undivided 75% interest in oil an
gas licenses located in St. Lawrence
Valley, Quebec, Canada, covering
approximately 231,000 acres $8,049.00
5 unpatented mining claims located in
the Colorado Plateau Mining Area in
San Juan County, Utah, and known as
the Outlook Claims 60,000
Oil, gas and mineral rights in
1,919.18 acres of land located in
Phillips County, Montana 35,000
6 unpatented mining claims located in
Nye County, Nevada, and known as the
Sultan Claims 30,000
----------- -----------
Totals $56,148.83 1,020,000
On September 9, 1970, the Company acquired all of a previously retained
10% carried working interest in certain of the unpatented mining claims
located on the Gaspe' Peninsula in Quebec, Canada. The agreement provided
for consideration in the amount of $2,500.00 cash, a promissory note in
the amount of $2,500.00 and the issuance of 5,000 shares of its present
25 par value common stock. The non-interest bearing promissory note has
since been paid in full.
In May, 1971, the Company relinquished its rights to 337 unpatented mining
claims located in or near Gaspe', Province of Quebec, Canada. On August
12, 1971, the Company reacquired 65 of the Charlebois-Boneventure group
claims for an expenditure in the amount of $3,919.50. Total cash cost in
acquiring and retaining the 65 claims is in the amount of $49,099.50.
The transferors of the mining claims and rights are or have been officers
and/or stockholders of the merged corporations. Therefore, the property
acquisitions were not at arms length.
3. UNRECOVERED PROMOTIONAL, EXPLORATORY AND DEVELOPMENT COSTS. Net costs in
the amount of $17,523.52 for the period from inception of the two merged
corporations (November 18, 1968 and April 10, 1969) to April 30, 1972 have
been capitalized as unrecovered costs. A summary follows:
Assessment work $ 550.00
Interest expense 155.75
Accounting 519.00
Legal fees 131.20
Taxes and licenses 1,231.34
Telephone 4,000.42
Office supplies and 1,113.97
expense
Office rent 1,450.00
Labor and contract 2,625.0
drilling
Travel and 4,731.33
promotion
Organizational 2,719.06
costs amortized
-----------
Total 19,227.08
Deduct:
Interest 2,216.69
earned
Royalty 266.46 2,483.15
income
--------- ---------
Unrecovered Costs - Net 16,743.93
The Company expects to charge the unrecovered costs to expense ratably as
production occurs.
4. SECURITIES OFFERING. Pursuant to registration statement on Form S-3 filed
with the Securities and Exchange Commission of the United States
Government, an offering was commenced on January 3, 1972 and terminated
March 3, 1972. The total amount of securities offered and sold was
850,000 shares of 25 par value common stock. A summary follows:
<PAGE>
TOTAL PROCEEDS FROM THE OFFERING
(850,000 shares at 50 each) $425,000.00
DEDUCT OFFERING EXPENSES:
Underwriting discounts and commission $ 42,500.00
Underwriter's expenses 5,000
Legal fees and costs 27,417.27
Accounting fees 1,859.05
Geologist and mining consultant fees 2,369.19
Printing and miscellaneous 3,600.94 82,746.45
--------- -----------
NET PROCEEDS FROM OFFERING $342,253.55
ALLOCATION OF NET PROCEEDS:
Capital shares - 850,000 shares with
a par value of 25 per share $212,500.00
Paid-in capital 129,753.55
-----------
$342,253.55
5. ORGANIZATIONAL EXPENSES. Organizational expenses in the total amount of
$4,299.16 are being written off over a 60-month period.
6. WARRANTS ISSUED. Warrants to purchase 85,000 shares of common stock of
the Company were issued to the underwriter of the Company's recent public
offering. These warrants are exercisable for a period of four years
commencing January 3, 1973, at an exercise price of $.55 per share.
<PAGE>
Exhibit A
STOCK PURCHASE WARRANT
This is to certify that _____________________________ is entitled to
purchase ________ shares of fully paid and non-assessable Common Stock of
Amacan Resources Corporation at an exercise price of Fifty Five Cents ($.55)
per share, exercisable for a period of four (4) years commencing January 3,
1973, and ending January 3, 1997. This Warrant may be exercised in whole or in
part upon presentation of the Warrant and payment of the purchase price at the
offices of the Company in Salt Lake City, Utah; subject, however, to the
limitations herein contained.
The Company agrees to reserve a sufficient number of shares from its
authorized and unissued Common Stock to provide for the delivery of stock
pursuant to the exercise of this Warrant; to protect this Warrant against
dilution from stock dividends, stock splits, changes in the par value below the
current par value of $.25, reclassification, consolidations, or mergers.
It is understood that this Warrant and the stock issued pursuant to the
exercise of this Warrant shall be taken by the holder for investment purposes
only and may not be sold, transferred, pledged or hypothecated unless it has
first been registered under the Securities Act of 1933, or unless counsel has
given an opinion satisfactory to the Company that registration under said Act
is not required.
Dated this _____ day of _____, 19__.
AMACAN RESOURCES CORPORATION
By:_________________________
Its:_______________________
