As filed with the Securities and Exchange Commission on November 12, 1996.
Registration No. 333-12245
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT No. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GOLDEN CYCLE GOLD CORPORATION
(Exact name of registrant as specified in its charter)
Colorado
84-0630963
(State or other jurisdiction of incorporation (I.R.S. Employer
Identification No.)
or organization)
2340 Robinson Street, Suite 209
Colorado Springs, Colorado 80904
(719) 471-9013
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Birl W. Worley, Jr.
Golden Cycle Gold Corporation
2340 Robinson Street, Suite 209
Colorado Springs, Colorado 80904
(719) 471-9013
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
David M. Englander, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
Approximate date of commencement of proposed sale to the public: From time
to time after the date on which this registration statement becomes effective.
If the only securities being registered on this Form are to be 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. XX
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
block 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 block and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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 the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
GOLDEN CYCLE GOLD CORPORATION
Cross Reference Sheet
Item Number and Caption
Heading in Prospectus
_____________________________________________ ______________________
1. Forepart of the Registration Statement and Outside *
Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of *
Prospectus
3. Summary Information, Risk Factors and Ratio of Prospectus Summary;
Earnings to Fixed Charges The Company; Risk Factors
4. Use of Proceeds *
5. Determination of Offering Price Cover Page; Plan of
Distribution
6. Dilution *
7. Selling Security Holders Registering
Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Incorporation
of Certain Documents by Reference
10. Interest of Named Experts and Counsel Experts; Legal
Matters
11. Material Changes *
12. Incorporation of Certain Information by Reference Incorporation
of Certain Documents by Reference
13. Disclosure of Commission Position on Disclosure of Commission
Indemnification for Securities Act Liabilities Position on
Indemnification
for Securities Act Liabilities
* Not applicable or item caption is sufficiently descriptive to locate
required information in Prospectus.
<PAGE>
Information contained herein is subject to completion or amendment. A
Registration Statement, of which this Prospectus is a part, 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 such state.
SUBJECT TO COMPLETION, DATED NOVEMBER 12, 1996
170,000 Shares
GOLDEN CYCLE GOLD CORPORATION
Common Stock
(No Par Value)
This Prospectus relates to up to 170,000 shares (the "Shares") of Common
Stock, no par value (the "Common Stock"), of Golden Cycle Gold Corporation (the
"Company"
or "GCGC"). The Shares may be offered for sale by certain stockholders of the
Company (the "Registering Stockholders"). See "Registering Stockholders." The
Company will not receive any of the proceeds from the sale of the Shares.
The Shares may be offered by the Registering Stockholders from time to time
in transactions (which may include block transactions) on the Pacific Stock
Exchange, in the over-the-counter market, in negotiated transactions, through
the writing of options on Shares, or a combination of such methods of sale, at
fixed prices which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market
prices, or at negotiated prices. See "Registering Stockholders" and "Plan of
Distribution."
The Company has agreed to bear all out-of-pocket expenses (other than
selling discounts and commissions) in connection with the registration of all
of the Shares
which may be offered by this Registration Statement, estimated to be
approximately $15,000. The Registering Stockholders have agreed to indemnify
the Company, and
the Company has agreed to indemnify the Registering Stockholders, against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act").
The Securities Which May Be Offered Hereby Are Subject To Certain Risks
Which Should Be Carefully Considered By Potential Investors. See "Risk
Factors."
The Common Stock is listed on the Pacific Stock Exchange under the symbol
GCC. The last reported sale price per share of the Common Stock on the
Exchange on November 11, 1996 was $11 5/8.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is____________, 1996.
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been
authorized. 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 an offer
to sell or a solicitation of an offer to buy to any person in any jurisdiction
where such offer would be unlawful.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, proxy and information statements
and other information with the Commission. Such reports, proxy and information
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, as well as the following regional
offices: Seven World Trade Center, 13th Floor, New York, New York 10048; and
500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates.
The Company has filed a registration statement on Form S-3 with the
Commission under the Securities Act, with respect to the securities covered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement (of which this Prospectus is a part), certain portions
of which have been omitted pursuant to the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement. The Registration Statement may be inspected without
charge at the principal office of the Commission in Washington, D.C. and copies
of all or any part of it may be obtained from the Commission upon payment of
prescribed fees.
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents filed with the Commission:
(a) The Company's Annual Report on Form 10-K for the Fiscal Year
ended December 31, 1995, as amended by Form 10-K/A filed on August 27, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the Fiscal
Quarter ended March 31, 1996;
(c) The Company's Quarterly Report on Form 10-Q for the Fiscal
Quarter ended June 30, 1996;
(d) The Company's Proxy Statement dated April 15, 1996, filed
pursuant to Section 14 of the Exchange Act;
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated January 13, 1987, filed
pursuant to Section 12(g) of the Exchange Act; and
(f) All other reports and other documents filed by the Company
pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1995.
All documents filed by the Company after the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
which may be offered hereby have been sold or which deregisters all securities
then remaining unsold, 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 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 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 of any of the Common Stock, to whom a copy of this Prospectus
has been delivered, upon the written or oral request of such person, a copy of
any and all
of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, except that exhibits to such documents shall not
be provided unless they are specifically incorporated by reference into such
documents. Requests for such copies of any document should be directed to R.
Herbert Hampton, Secretary, Golden Cycle Gold Corporation, 2340 Robinson
Street, Suite 209, Colorado Springs, Colorado 80904, telephone number (719)
471-9013.
<PAGE>
PROSPECTUS SUMMARY
The Company
Golden Cycle Gold Corporation (the "Company") was incorporated under the
laws of the State of Colorado in 1972 for the purpose of acquiring and
developing the mining
properties (the "Mining Properties") of The Golden Cycle Corporation located in
the Cripple Creek Mining District of Colorado. The primary business of the
Company consists of its participation in the Cripple Creek and Victor Gold
Mining Company, a joint venture (the "Joint Venture") with Pikes Peak Mining
Company ("Pikes Peak"), a subsidiary of Independence Mining Company, which is a
subsidiary of Minorco (U.S.A.) Inc. Pikes Peak serves as manager of the Joint
Venture. The Joint Venture mining properties consist of owned, leased and
optioned mining claims and other land covering approximately 10,000 acres in
and around the Cripple Creek Mining District
of Teller County, Colorado, including the Ajax, Cresson, Portland,
Independence, Vindicator and Golden Cycle mines. The principal mining
activities of the Joint Venture are currently conducted at the Cresson mine,
with commercial production having commenced there during the first half of
1995. See "The Company-The Joint Venture."
In addition to its Joint Venture activities, the Company is currently
exploring the possibility of engaging in gold and copper mining activities in
the Republic of the Philippines. It has recently entered into a letter of
intent with Benguet Corporation, a Philippine mining company, relating to the
joint participation by that entity and a new subsidiary of the Company in the
exploration, development and production of
mining properties in certain areas of the Philippines. See "The Company-Other
Company Activities" for further information regarding the letter of intent and
the proposed activities in the Philippines.
The Offering
Number of Shares Registered by
the Registering Stockholders 170,000
Shares Outstanding Prior to
the Sale of any Shares
Registered Pursuant Hereto 1,763,050
Shares Outstanding After
the Sale of Shares Registered
Pursuant Hereto, Assuming Sale
of All Shares Being Registered 1,763,050
Pacific Stock Exchange Symbol GCC
Risk Factors
Purchase of the securities offered hereby is speculative and involves a
high degree of risk. See "Risk Factors."
THE COMPANY
The Company was incorporated under the laws of the State of Colorado in
1972 for the purpose of acquiring and developing the Mining Properties. The
primary business of the Company currently consists of its participation in the
Joint Venture with Pikes Peak. The Company acquired its equity interest in the
Joint Venture in 1976 in exchange for the
contribution to the Joint Venture of certain of the Mining Properties. The
Company also owns certain water rights and other mineral and oil and gas
rights, and plans to engage in
mining activities in the Republic of the Philippines.
The Company's principal offices are located at 2340 Robinson Street,
Suite 209, Colorado Springs, Colorado 80904, telephone number (719) 471-9013.
The Joint Venture
The Joint Venture is conducted under the name "Cripple Creek & Victor
Gold Mining Company" and is managed by Pikes Peak. The Joint Venture was
organized in 1976 for the purpose of engaging in land leasing or acquisition,
exploration and development work with respect to the Mining Properties and in
the acquisition, construction, installation and operation of mining, milling
and beneficiation facilities on the Mining Properties for the recovery and sale
of products containing gold and such other minerals and derivative products as
may be recovered or produced therefrom.
The Joint Venture mining properties consist of owned, leased and optioned
mining claims and other land covering approximately 10,000 acres in and around
the Cripple Creek Mining District of Teller County, Colorado, including the
Ajax, Cresson, Portland, Independence, Vindicator and Golden Cycle mines. The
Joint Venture currently owns approximately 97% of the minable properties in the
historic Cripple Creek Mining District, and substantially all of the claims of
the Joint Venture in the properties are patented. The principal mining
activities of the Joint Venture are currently conducted
at the Cresson mine, with commercial production having commenced there during
the first half of 1995.
The rights and obligations of the parties in the Joint Venture are set
forth in a joint venture agreement, which has been amended and restated
effective January 1, 1991 (and, as further amended effective December 31, 1991,
is referred to herein as the "Joint Venture Agreement"). The Joint Venture
Agreement provides for management of the Joint Venture by Pikes Peak. The
Joint Venture Agreement defines an Initial
Phase that will end when (i) $58 million of Net Proceeds (defined in the Joint
Venture Agreement as generally gross revenues less costs) have been distributed
to the joint
venturers in the proportion of 80% to Pikes Peak and 20% to the Company, and
(ii) the Initial Loans (defined below) have been repaid. After the Initial
Phase, the Joint Venture will distribute metal in kind in the proportions of
67% to Pikes Peak and 33% to the Company. Notwithstanding the foregoing, the
Company will generally be entitled to receive, in each year during the Initial
Phase or until the mining of ore by the Joint Venture ceases due to the
exhaustion of economically recoverable reserves (if that occurs prior to the
end of the Initial Phase), a minimum annual distribution of $250,000
(each, a "Minimum Annual Distribution"). The first three Minimum Annual
Distributions (which were received by January 15, 1993) were not deemed to be a
distribution of Net Proceeds to the Company and were not applied against the
Company's
share of any Net Proceeds. The Minimum Annual Distribution paid in 1994 and
thereafter constitute advances on Net Proceeds and will be recouped against
future distributions of Net Proceeds (if any) allocable to the Company. No
interest
will be charged on any Minimum Annual Distribution received by the Company
which is to be recouped against future distributions.
The Joint Venture Agreement provides that, during the period from January
1, 1991 until the end of the Initial Phase, all funds required for operations
and mine development
by the Joint Venture will be loaned (the "Initial Loans") to the Joint Venture
by either Pikes Peak or, if such loans are available at a lower cost than from
Pikes Peak, financial
institutions. Except for the Minimum Annual Distributions, the Initial Loans
and interest thereon must be repaid prior to distributions of Net Proceeds to
the Joint Venturers. Pikes Peak reported that, as of June 30, 1996, the Joint
Venture had $144,940,000 in Initial Loans payable to Pikes Peak. After the
Initial Phase, the Joint Venturers will contribute funds (if required) in
proportion to their respective distributive shares.
In view of the amount of Initial Loans currently outstanding and the
amount of operating income which can reasonably be expected to be generated by
the Joint Venture
from the mining of existing reserves, management of the Company believes that
it is unlikely that distribution of Net Proceeds to the Company will be made by
the Joint Venture in the foreseeable future in excess of the Minimum Annual
Distributions payable in each year. See "Risk Factors."
Other Company Activities
Water Rights: The Company owns certain water rights located in Fremont
County, Colorado. The Company has contracted to sell these water rights to the
City of Cripple
Creek pursuant to a purchase agreement dated July 10, 1992 (the "Water Purchase
Agreement"). The Water Purchase Agreement provides for the sale by the
Company of up to 1,097 cubic feet per second (approximately 794 acre feet).
The minimum amount payable for the rights is $312,500. The sales price will be
paid as follows: 20% on the date of final approval by the Water Court and the
balance due over a five year period.
The contract contains substantial contingencies, including approval by
the local Water Court, and may or may not finally close. The attorney for the
City of Cripple Creek has recently advised the Company that the City
anticipates concluding the adjudication of the water rights, including review
by the Water Court, during the second half of 1996.
Nevertheless, the Company cannot predict with any certainty when the sale of
the water rights will occur, if ever.
Oil and Gas Properties: The Company owns oil and gas rights with respect
to approximately 7,300 acres of land in the Penrose Area of Fremont County,
Colorado. There currently is no drilling activity in similar geographic
formations nearby and the properties have no carrying value on the Company's
financial statement.
Philippine Activities: The Company is currently exploring the possibility
of engaging in gold and copper mining activities in the Republic of the
Philippines. The Company
has entered into a letter of intent dated August 30, 1996 with Benguet
Corporation, a Philippine mining company ("Benguet"), relating to the joint
participation of Benguet and a new subsidiary of the Company (organized under
the laws of the Philippines) in the exploration, development and production of
mining properties in certain areas of the
Philippines. The letter of intent contemplates the execution of a definitive
operating agreement between Benguet and the Company's new Philippine
subsidiary, pursuant to which each of the parties is to have a 50% undivided
share in all mining interests acquired under the agreement, and each party
would bear 50% of the costs related to all activities undertaken pursuant to
the agreement. The letter of intent provides that if an operating agreement is
not entered into within 60 days after the date of the letter, either the
Company or Benguet is entitled to terminate the arrangement. As of the date
hereof, no operating agreement has been entered into; however, the Company and
Benguet are continuing to negotiate the terms of the agreement and neither
party has indicated any intent to terminate the arrangement prior to execution
of an agreement. There is no assurance that the parties will enter into an
operating agreement.
It is currently anticipated that the parties will, if the operating
agreement is entered into, seek to lease or manage mining properties owned by
unaffiliated third parties, and/or acquire minority interests in properties
owned and operated by third parties. Although Benguet and the Company have
identified certain properties which they believe would be appropriate for
exploration and development pursuant to the operating agreement, there is no
assurance that such properties will be available on acceptable terms. In
addition, although the Company has allocated up to $200,000 of its existing
working capital to its Philippine subsidiary for activities to be undertaken
pursuant to the operating agreement or otherwise, it is possible that the
Company will have to furnish substantial additional capital in order to
participate in some or all of the activities to be conducted by the parties
under the agreement. There is no assurance that the Company will have on hand,
or be able to obtain, such additional capital if and when required to be
furnished. Furthermore, there is no assurance that any properties in which the
parties acquire interests or otherwise seek to commercially exploit pursuant to
the operating agreement can be successfully developed, and it is likely that,
even if such properties are successfully developed, revenues from the sale of
ore derived from such properties will not be generated for several years. See
"Risk Factors". The Company is also in discussions with another Philippine
mining company concerning the possible formation of a similar operating
agreement between that entity and the Company's Philippine subsidiary.
However, these discussions are only in the preliminary stage and there can be
no assurance that such discussions will result in an agreement or other
arrangement.
RISK FACTORS
The Shares being offered hereby involve a high degree of risk and are,
therefor, speculative in nature and should not be purchased by anyone who
cannot afford a loss of his or her entire investment. Prospective investors,
prior to purchasing any of the Shares, should carefully consider the risks and
speculative factors inherent in and affecting the business of the Company,
including those set forth below.
This Prospectus and certain of the information incorporated herein
contain forward looking statements. Actual results could differ materially
from those projected in
the forward looking statements as a result of the risk factors set forth below
and elsewhere in this Prospectus, including but not limited to fluctuations in
the market price of gold, uncertainties regarding the ability of the Joint
Venture to operate profitably and uncertainties regarding the Company's
proposed activities in the Republic of the Philippines.
1. Receipt of Net Proceeds from Joint Venture Unlikely in Foreseeable
Future. Based on the amount of the Initial Loans payable by the Joint Venture
to Pikes Peak ($144,940,000 as of June 30, 1996) which must be repaid prior to
the distribution of any Net Proceeds to the Company and the amount of income
which the Joint Venture can reasonably be expected to generate over the next
several years, management of the
Company believes that, absent a significant and sustained increase in the price
of gold and an improvement in the efficiency of the operations of the Joint
Venture, it is unlikely that the Company will receive more than the Minimum
Annual Distributions from the Joint Venture for the foreseeable future based on
the current terms of the Joint Venture Agreement. See "The Company - The
Joint Venture."
2. History of Losses by the Joint Venture; Profitability Dependent on
Price of Gold. The Joint Venture has incurred substantial losses during each
year of operation, including
net losses of $3,654,000 for the year ended December 31, 1995, $9,350,000 for
the year ended December 31, 1994 and $8,538,000 for the year ended December 31,
1993. For the six months ended June 30, 1996, the Joint Venture incurred a net
loss of $63,000. There is no assurance that the Joint Venture will be able to
achieve profitability in any subsequent period or to sustain profitability for
an extended period. The ability of the Joint Venture to operate on a
profitable basis depends, to a large degree, on the market price for gold. The
market price of gold is volatile, subject to speculative movement and
is affected by numerous factors beyond the control of the Company, including
international, economic and political conditions, levels of supply and demand,
the inventory levels maintained by gold producers and others and, to a lesser
degree, inventory carrying costs (primarily interest charges) and international
exchange rates. Whether gold prices will maintain a level that will enable the
Joint Venture to operate
profitability on a continuing basis cannot be assured, and until a broader
historical record of commercial production at the Joint Venture's facilities
has been established, the
minimum price of gold necessary to sustain profitable operations over the long
term cannot be readily determined. Furthermore, even should the Joint Venture
achieve
profitability for a sustained period, it is unlikely that this would have any
impact on the Company's cash flow for the foreseeable future.
3. Estimates of Reserves and Mineral Resources. Based on drilling
results, the Joint Venture has estimated (as of December 31, 1995) the
existence of more than 2.6 million troy ounces of proven and provable reserves
of near-surface, low-grade gold ore based on the existence of 97,156,000 short
tons of gold ore with an average grade of 0.0268 contained ounces per ton,
which will be subjected to an average processing recovery rate estimated by
Pikes Peak of 68.5%. In addition, the Joint Venture has estimated the
existence of 61,203,000 tons of mineralized deposits (based on drilling and the
types of surface and underground supply), with an average grade of 0.023
contained ounces per ton. The Joint Venture is unable to estimate at this time
the processing recovery rate for these mineral deposits. "Proven reserves" are
those for which (i) quantity is computed from dimensions revealed in outcrops,
trenches, workings or drill holes, (ii) grade and/or quality are computed from
the results of detailed sampling and (iii) the sites for inspection, sampling
and measurement are spaced so closely and the geologic character is so well
defined that the size, shape, depth and mineral content of reserves are well
established. "Probable reserves" are those for which quantity, grade and/or
quality are computed using information from sites for inspection, sampling and
measurement which are farther apart or otherwise less adequately spaced than
for proven reserves. "Mineralized material" or "deposit" is a mineralized body
which has been delineated by appropriate drilling and/or underground sampling
to support a sufficient tonnage and average grade of metal(s). Under SEC
standards, such a deposit does not qualify as a reserve until a comprehensive
evaluation, based upon unit cost, grade, recoveries and other factors,
concludes economic feasibility. The ore reserve and mineral resources figures
are estimates and no assurance can be given that a particular mineral resource
will ever qualify as a minable ore reserve, that any particular level of
recovery of gold from ore reserves will in fact be realized or that ore
reserves may be mined and milled on a profitable basis.
4. Risks Inherent in the Mining Industry. The Company is subject to
all of the risks inherent in the mining industry. Exploration for minerals is
highly speculative and involves substantial risks, even when conducted on
properties known to contain significant quantities of mineralization. Most
exploration projects do not result in the discovery of minable deposits of ore.
Furthermore, mining activities are subject to substantial operating hazards,
including weather, environmental conditions, unforeseen technical difficulties,
unusual or unexpected geological formations, equipment
breakdowns or malfunctions and work interruptions. There may also be limited
availability of water, which is essential to milling operations. In addition,
the industry consists of numerous companies, many of which are significantly
larger than the Company and the Joint Venture, which compete in the acquisition
and development of mining properties.
5. Environmental Regulation. The mining and mineral processing
industries are subject to extensive governmental regulations for the protection
of the environment, including regulations relating to air and water quality,
mine reclamation, solid and hazardous waste handling and disposal and the
promotion of occupational safety. Although the Company is not aware of any
circumstances which would cause the Joint Venture or any of the Company's other
properties to be in violation of any environmental regulations, there can be no
assurance that the Joint Venture and the Company will be able to be in
compliance with such regulations in the future. As of December 31, 1995 the
Joint Venture had posted a bond of approximately $18 million with the Colorado
Mined Land Reclamation Board to secure reclamation of mining disturbances
arising from the Joint Venture's mining activities, and will likely be required
to post additional sums to accommodate further mining at the Cresson site.
6. Reliance on Joint Venture Partner. The exploration and
development of the Joint Venture's properties are governed by the terms of the
Joint Venture Agreement, which grants operational responsibility and management
authority in the Joint Venture to Pikes Peak. If Pikes Peak, whose
proportionate share of the Joint Venture's costs is much
larger than the Company's, is not in a position to furnish (or otherwise
chooses not to furnish) any operating funds required by the Joint Venture, it
is unlikely that the Joint Venture would continue in operation.
7. Risks Related to Philippine Activities. During 1996, the Company
has focused significant management efforts on exploring the possibility of
engaging in mining activities in the Republic of the Philippines. To date, the
Company has entered into a letter of intent with one Philippine mining company
and is in preliminary discussions with a second Philippine mining company, in
both instances concerning the formation of an operating agreement pursuant to
which the Company's newly-formed Philippine subsidiary would manage the
exploration, development and/or mining of certain designated properties in the
Philippines. See "The Company - Other Company Activities." Although certain
of the Company's officers and consultants have prior experience with other
entities in the exploration, development and operation of mining properties in
the Republic of the Philippines, the Company has never before engaged in such
activities in that country. Moreover, the Company, since its inception in
1972, has never served as manager of any mining project in the United States or
any foreign country. Consequently, the Company will, in connection with its
activities in the Philippines, be subject to the risks and uncertainties
inherent in any new business enterprise, and may also be subject to certain
risks, including but not limited to currency risks, of doing business in
foreign countries. Furthermore, in the event the Company does enter into one
or more operating agreements related to Philippine properties, a substantial
portion of the Company's existing working capital will be required to fund
Philippine operations for at least the first two years. If opportunities to
economically expand Philippine operations beyond initial exploration are
available, additional working capital not currently on hand may also be needed.
There is no assurance that the Company will be able to obtain such additional
capital, if required. Furthermore, if such operations are commenced, it is
unlikely they would generate positive cash flow and/or profit for several years.
8. Effect of Sales of Shares by Selling Stockholders on Market Price
of the Common Stock. The Shares represent approximately 9.6% of the total
number of shares of Common Stock outstanding on the date of this Prospectus.
Although the Common Stock is listed on the Pacific Stock Exchange, the trading
volume is limited, averaging approximately 22,800 shares per month during the
first nine months of 1996. Consequently, sales of substantial amounts of the
Shares pursuant to this registration or otherwise could adversely affect the
market price of the Common Stock.
REGISTERING STOCKHOLDERS
The following table sets forth the name of each Registering
Stockholder and the number of shares of Common Stock that each Registering
Stockholder (i) beneficially owned as of October 31, 1996 (and the percentage
of all outstanding shares which such Shares represent), (ii) is offering hereby
and (iii) will beneficially own after completion of the offering (and the
percentage of all outstanding shares which such shares represent).
Percentage Number of
Percentage
of Number of Shares
of
Number of Shares Outstanding Shares
Beneficially Outstanding
Beneficially Owned Shares Before Offered Owned After
Shares After
Name Before Offering Offering Hereby
Offering Offering
_____
Midas Fund, Inc. 185,500 10.5% 150,000
35,500 2.0%
Bull & Bear Gold 57,500 3.3% 20,000
37,500 2.1%
Investors, Ltd.
PLAN OF DISTRIBUTION
The Shares are being registered in order to facilitate their sale from
time to time by the Registering Stockholders should the Registering
Stockholders determine to make such sale. The Company is unable to predict
whether or when the Registering Stockholders will determine to proceed with
sales of the Shares, as such determination will be made by the Registering
Stockholders. The sale of the Shares by the Registering Stockholders may be
effected from time to time in transactions (which may include block
transactions) in the over-the-counter market, in negotiated transactions,
through the writing of options on Shares, or a combination of such methods of
sale, at fixed prices which may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, or at
negotiated prices. The Registering Stockholders may effect such transactions
by selling Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Registering Stockholders and/or the purchasers of Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The Registering Stockholders and any broker-dealers that act in
connection with the sale of the Shares hereunder might be deemed to be
"underwriters" within the meaning of
Section 2(11) of the Securities Act and any commissions received by them and
any profit on the resale of Shares as principal might be deemed to be
underwriting discounts and
commissions under the Securities Act.
The Company is paying the out-of-pocket expenses of registering the
Shares under the Securities Act (other than any commissions or brokerage fees
incurred by the Registering Stockholders in connection with the sale of the
Shares), estimated at $15,000. The Company has agreed to keep the registration
statement covering the Shares current for a period of 180 days after the
effective date or until such earlier time as all of the Shares registered
hereby have been sold. If the Company is required to update this Prospectus
during such period, the Company may incur additional expenses.
The Company and the Registering Stockholders have agreed to indemnify
each other against certain civil liabilities, including liabilities under the
Securities Act.
Any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under that Rule
rather than pursuant to this Prospectus.
EXPERTS
The financial statements of Golden Cycle Gold Corporation as of December
31, 1995 and 1994, and for each of the years in the three-year period ended
December 31, 1995, have been included (incorporated by reference) herein and in
the registration statement in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, appearing elsewhere
(incorporated by reference) herein, and upon the authority of said firm as
experts in accounting and auditing.
LEGAL MATTERS
The validity of the Shares has been passed upon by Zimet, Haines, Friedman
& Kaplan, 460 Park Avenue, New York, New York 10022.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Company and the Registering Stockholders have agreed to indemnify each
other against certain civil liabilities, including liabilities under the
Securities Act. In addition,
The Company's Articles of Incorporation and By-Laws provide for the
indemnification of directors and officers under certain circumstances from
certain liabilities, including
liabilities arising under the Securities Act. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and
is therefore unenforceable.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Registration fee. . . . . . . . . . . . . . . . . $ 528
Accounting fees and expenses. . . . . . 1,500
Legal fees and expenses . . . . . . . . . . 12,500
Miscellaneous. . . . . . . . . . . . . . . . . . 472
_______
Total. . . . . . . . . . . . . . . . . . . . . . . . $15,000
_____________________________
* All of the expenses listed are estimated except for the registration
fee, and all
expenses are payable by the Company.
Item 15. Indemnification of Directors and Officers.
1. Indemnification
a. Colorado Law
Section 3-105.5 of the Colorado Corporation Code grants
corporations organized thereunder the power to indemnify on certain conditions
any individual against
liability incurred in any action or proceeding to which he is a party by reason
of being or having been a director of the corporation. However, a corporation
may not so indemnify an individual in connection with a proceeding in which he
is found to be liable to the corporation or where he is found to have received
an improper benefit. Unless limited by a corporation's articles of
incorporation, a corporation is required to indemnify any of its directors or
officers of the corporation who was wholly successful in defense of any
proceeding to which he was a party, against reasonable expenses, including
attorney fees, incurred by him in connection with the proceeding. A
corporation may indemnify an officer of the corporation to a greater extent if
consistent with law and if provided for in the corporation's articles of
incorporation, by-laws, board or shareholder resolutions, or in a contract.
b. Articles of Incorporation
Article VIII(b) of the Registrant's Articles of
Incorporation provides that each person who is made a party or is threatened to
be made a party or is involved in any action or proceeding by reason of the
fact that he or she is or was a director or officer of the Registrant or is or
was serving at the request of the Registrant as a director or officer of
another entity will be indemnified by the Registrant to the fullest extent
authorized by the Colorado Corporation Code against all liability and expense
(including attorneys' fees) reasonably incurred in connection therewith.
c. By-Laws
The Registrant's By-laws generally provide for indemnification
for any individual in connection with any action or proceeding in which he is
made a party by reason of being or having been a director or officer of the
Registrant or served for another entity in such capacity at the request of the
Registrant. The Registrant may also reimburse any director or officer the
reasonable costs of settlement of any such action or proceeding if such
settlement is in the best interest of the Registrant.
2. Limited Liability
a. Colorado Law
Section 3-105(u) of the Colorado Corporation Code permits a
Colorado corporation to include within its articles of incorporation a
provision eliminating or limiting the personal liability of its directors to
the corporation or its shareholders for monetary damages resulting from certain
breaches of the directors' fiduciary duty of care.
b. Articles of Incorporation
The Registrant's Articles of Incorporation limit the personal
liability of its directors to the fullest extent permitted by Colorado law.
At present the Company does not provide insurance for its directors and
officers against expenses and liabilities in connection with the defense of
actions, suits or proceedings to which they are parties by reason of being or
having been such directors or officers.
Item 16. Exhibits.
(1) Not Applicable
(2) Not Applicable
(4) Instruments defining the
rights of securityholders,
including indentures:
(A) Excerpts from Articles of Incorporation*
(B) Excerpts from By-Laws*
(C) Stock Purchase Agreement between the
Registrant and Midas Fund, Inc. dated
May 10, 1996**
(5) Opinion of Zimet, Haines, Friedman & Kaplan**
(8) Not Applicable
(12) Not Applicable
(15) Not Applicable
(16) Not Applicable
(23) (A) Consent of KPMG Peat Marwick LLP***
(B) Consent of Zimet, Haines, Friedman &
Kaplan (included in the opinion filed as
Exhibit No. 5)
(24) See page II-7
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(99) Not Applicable
_________________________________________
* Incorporated by reference to the Exhibits to the
Registrant's Registration Statement on Form 8-A
dated January 13, 1987.
** Previously filed.
*** Filed herewith.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made hereunder, 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 that are
incorporated by reference in 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 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 under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, pursuant to the provisions described in Item 15
above, 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 Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (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 any such director, officer or controlling
person in connection with the 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 of whether or not such indemnification 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 duly caused this Amendment No. 1 to this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Colorado Springs in the State of Colorado on
November 12, 1996.
GOLDEN CYCLE GOLD CORPORATION
By /s/ Birl W. Worley, Jr.
Birl W. Worley, Jr.
President and Chief
Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title
Date
/s/ Birl W. Worley, Jr. President, Chief Executive November
12, 1996
Birl W. Worley Jr. Officer and Director
(Principal Executive Officer)
/s/ R. Herbert Hampton Vice President-Finance November
12, 1996
R. Herbert Hampton (Principal Financial and
Accounting Officer)
* Director November
12, 1996
Melvin L. Cooper
* Director November
12, 1996
Rex H. Hampton
* Director Novemb
er 12, 1996
John A. Love
* Director November
12, 1996
Frank M. Orrell
* Director November
12, 1996
Alan P. Ploesser
* By /s/R.Herbert Hampton
__________________
R. Herbert Hampton
Attorney
<PAGE>
EXHIBIT INDEX
(1) Not Applicable
(2) Not Applicable
(4) Instruments defining the rights of securityholders,
including indentures:
(A) Excerpts from Articles of Incorporation*
(B) Excerpts from By-Laws*
(C) Stock Purchase Agreement between the Registrant and
Midas Fund, Inc. dated May 10, 1996**
(5) Opinion of Zimet, Haines, Friedman & Kaplan**
(8) Not Applicable
(12) Not Applicable
(15) Not Applicable
(16) Not Applicable
(23) (A) Consent of KPMG Peat Marwick LLP***
(B) Consent of Zimet, Haines, Friedman & Kaplan
(included in the opinion filed as Exhibit No. 5)
(24) See page II-7
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(99) Not Applicable
_______________________________________________________
* Incorporated by reference to the Exhibits to the Registrant's
Registration Statement on Form 8-A dated January 13, 1987.
** Previously filed.
*** Filed herewith.
<PAGE>
Consent of Independent Auditors
The Board of Directors
Golden Cycle Gold Corporation
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Golden Cycle Gold Corporation of our report dated January 24, 1996,
relating to the balance sheets of Golden Cycle Gold Corporation as of December
31, 1995 and 1994, and the related statements of operations, shareholders'
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 Golden Cycle Gold Corporation.
We also consent to the reference to our firm under the heading "experts" in the
prospectus.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Denver, Colorado
November 11, 1996
