<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1997
Amending Item 14 for the purpose of furnishing amended Exhibit 27.1
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-8488
CAMPBELL RESOURCES INC.
(Exact name of registrant as specified in its charter)
Canada Not Applicable
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
120 Adelaide Street West, Suite 1910, Toronto, Ontario M5H 1T1 Not Applicable
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (416) 366-5201
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Shares New York Stock Exchange
Common Share Purchase Warrants New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
At March 27, 1998, the registrant had outstanding 152,462,861 common shares,
without nominal or par value, the only class of registrant's stock outstanding.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates at such date was US$66,511,311 (based on the closing price of
such common share of US$0.4375 on such date as reported on the New York Stock
Exchange, Inc. composite listings.)
<PAGE> 2
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of registrant's Proxy Circular relating to an Annual Meeting of
Shareholders scheduled to be held on May 19, 1998 are incorporated by reference
into Part III of this report and certain portions of the 1997 Annual Report to
Shareholders are incorporated herein by reference into Parts I, II and IV of
this report. These portions of such Proxy Circular and annual Report are filed
as exhibits to this Form 10-K.
2
<PAGE> 3
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report:
1. FINANCIAL STATEMENTS
Auditors' Report
Consolidated Balance Sheets as at December 31, 1997 and 1996
Consolidated Statements of Income -
Years Ended December 31, 1997, 1996 and 1995
Consolidated Statements of Retained Earnings (Deficit) -
Years Ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows -
Years Ended December 31, 1997, 1996 and 1995
Notes to the Consolidated Financial Statements
2. FINANCIAL STATEMENT SCHEDULES
None
(b) Reports on Form 8-K
There were no reports on Form 8-K filed in the fourth quarter of 1997. During
the first quarter of 1998, the Corporation filed a Current Report on Form 8-K
dated March 3, 1998.
(c) Exhibits
References to A refer to documentation previously filed as an exhibit to
Campbell's Annual Report on Form 10-K for the year ended December 31, 1987 and
incorporated herein by reference.
References to B refer to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated
herein by reference.
References to C refer to documents previously filed as an exhibit to Campbell's
registration statement on Form S-8 (Registration No. 33-28296) and incorporated
herein by reference.
References to D refer to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated
herein by reference.
3
<PAGE> 4
References to E refer to documents previously filed as an exhibit to Campbell's
Current Report on Form 8-K dated February 28, 1996 and incorporated herein by
reference.
References to F refer to documents previously filed as an exhibit to Campbell's
Current Report on Form 8-K dated March 28, 1996 and incorporated herein by
reference.
References to G refer to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 1995 dated April 12,
1996 and incorporated herein by reference.
References to H refer to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 1996 dated March 26,
1997 and incorporated herein by reference.
References in parentheses are references to the Exhibit No. of the filing
indicated.
3 Articles of Incorporation and By-Laws
3.1 Articles of Continuance dated September 7, 1982 (A) (Exhibit 3.1)
3.2 Articles of Amendment dated November 1, 1982 (A) (Exhibit 3.2)
3.3 Articles of Amendment dated April 15, 1983 (A) (Exhibit 3.3)
3.4 Articles of Amendment dated June 8, 1983 (A) (Exhibit 3.4)
3.5 Articles of Amendment dated September 13, 1983 (A) (Exhibit 3.5)
3.6 Articles of Amendment dated January 31, 1984 (A) (Exhibit 3.6)
3.7 Articles of Amendment dated November 8, 1984 (A) (Exhibit 3.7)
3.8 Articles of Amendment constituted by special resolution of shareholders
dated November 7, 1984 (A) (Exhibit 3.8)
3.9 Articles of Amendment dated September 11, 1985 (A) (Exhibit 3.9)
3.10 Articles of Amendment dated December 2, 1987 (A) (Exhibit 3.10)
3.11 By-Law No. 1 as amended and as in effect on the date hereof (A)
(Exhibit 3.12)
3.12 Amendment of By-Law No. 1 (A) (Exhibit 3.11)
4 Instruments Defining the Rights of Security Holders Including
Indentures
4.1 Trust Indenture made as of July 21, 1994 between the Corporation and
Montreal Trust Company of Canada regarding the 7 1/2% Convertible
Subordinated Debentures (B) (Exhibit 4.1)
4
<PAGE> 5
4.2 Warrant Indenture made as of February 21, 1996 between the Corporation
and Montreal Trust Company of Canada, as Warrant Trustee, regarding the
Common Share Purchase Warrants (E) (Exhibit 4.2)
10 Management Contracts and Compensatory Plans and Arrangements
10.1 The Corporation's Employee Incentive Plan (C) (Exhibit 4(i))
10.2 Amended Employment agreement dated December 1, 1994 between the
Corporation and John O. Kachmar (B) (Exhibit 10.2)
10.3 Amended Employment agreement dated December 1, 1994 between the
Corporation and Lorna D. MacGillivray (B) (Exhibit 10.3)
10.4 Amended Employment agreement dated December 10, 1996 between the
Corporation and Paul J. Ireland (H) (Exhibit 10.4)
10.5 Letter agreement between the Corporation and Gary A. Cohoon with
respect to his resignation as an officer of the Corporation (7 pages)
10.6 Consulting agreement dated November 12, 1993 between the Corporation
and Francis S. O'Kelly (D) (Exhibit 10.7)
10.7 Directors' Stock Option Plan (D) (Exhibit 10.8)
Material Contracts
10.7 Royalty Agreement with Repadre Capital Corporation made as of April 23,
1993. (D) (Exhibit 10.14)
10.8 Stock Purchase Agreement dated July 6, 1994 between the Corporation,
Sotula Gold Corp., Sonoran Mining Corporation and Compania Minera
Zapata S. de R.L. de C.V. relating to the purchase of Santa Gertrudis
(B) (Exhibit 10.11)
10.9 Bullion Dealing Master Agreement and Security Agreement between the
Corporation and Citibank dated February 24, 1995 regarding forward gold
sales (B) (Exhibit 10.12)
10.10 Asset Purchase Agreement dated January 27, 1995 between Campbell Gold
Exploration Inc. and Lac Minerals (USA), Inc. regarding the Wildcat
Property. (B) (Exhibit 10.13)
10.11 Underwriting Agreement, dated February 8, 1996, between the Corporation
and First Marathon Securities Limited, Nesbitt Burns Inc. and CIBC Wood
Gundy Securities Inc. regarding the public offering of common shares
and common share purchase warrants. (E) (Exhibit 1.1)
10.12 Purchase and Sale Agreement dated March 4, 1996 between Cyprus
Exploration and Development Corporation, Campbell Resources Inc. and
Compania de Exploracion Mineral, S.A. (F) (Exhibit 1.1)
13.1 Certain Portions of the Annual Report to the Shareholders for the year
ended December 31, 1997 contained on pages 15 to 32 inclusive. [Note:
Such Annual
5
<PAGE> 6
Report, except for those portions thereof which are expressly
incorporated by reference in this Report on Form 10-K, is furnished for
the information of the Securities and Exchange Commission and is not
deemed "filed" as part of the filing of this Report on Form 10-K.]
20.1 Proxy Circular dated March 20, 1998 in connection with the 1998 Annual
Meeting of Shareholders scheduled to be held on May 19, 1998.
21.1 Significant subsidiaries.
23.1 Consent of KPMG.
27.1 Amended Financial Data Schedule
(d) Financial Statements schedules required by Regulation S-X which are
excluded from the Corporation's Annual Report to Shareholders for the
year ended December 31, 1997.
Not applicable
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CAMPBELL RESOURCES INC.
Dated: October 21, 1998 By:/s/JOHN O. KACHMAR
---------------------
John O. Kachmar
President and Chief Executive Officer
7
<PAGE> 8
CAMPBELL RESOURCES INC.
EXHIBIT INDEX
27.1 Amended Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED
STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> CANADIAN $
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 0.6999
<CASH> 41,735
<SECURITIES> 0
<RECEIVABLES> 4,805
<ALLOWANCES> 0
<INVENTORY> 7,250
<CURRENT-ASSETS> 54,785
<PP&E> 170,256
<DEPRECIATION> 102,145
<TOTAL-ASSETS> 123,882
<CURRENT-LIABILITIES> 5,777
<BONDS> 7,341
0
0
<COMMON> 121,425
<OTHER-SE> (16,301)
<TOTAL-LIABILITY-AND-EQUITY> 123,882
<SALES> 52,635
<TOTAL-REVENUES> 52,635
<CGS> 61,583
<TOTAL-COSTS> 61,583
<OTHER-EXPENSES> 31,684
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 639
<INCOME-PRETAX> (42,378)
<INCOME-TAX> (1,968)
<INCOME-CONTINUING> (40,410)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (40,410)
<EPS-PRIMARY> (0.27)
<EPS-DILUTED> (0.27)
</TABLE>
