.
FORM 10-K/A No.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1997.
Commission file number 0-12132
SILVERADO GOLD MINES LTD.
(Exact name of registrant as specified in its charter)
British Columbia, Canada 98-0045034
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
Suite 505, 1111 West Georgia Street
Vancouver, British Columbia, Canada V6E 4M3 (604) 689-1535
(Address of Principal Executive Offices) (Registrant's telephone number)
Securities registered pursuant
to section 12(b) of the Act:
None
Securities registered pursuant The Company's Common Stock trades on the
to section 12(g) of the Act: NASDAQ Small Cap Market under the
Common Shares, no par value trading symbol GOLDF
(Title of Class) (Name of each exchange on which
registered)
Indicate by check mark 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 the 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. |_|
The aggregate market value of voting stock held by non-affiliates on January 30,
1998 was $19,794,384.
The number of shares outstanding on January 30, 1998 was 81,062,218
Documents incorporated by Reference: None
Total number of pages, including cover page: 7
<PAGE>
Item 10. Directors and Executive Officers of the Registrant.
(a) (b) Identification of Directors and Executive Officers. The executive
officers and directors of the Company are listed below. The directors of the
Company are elected to hold office until the next annual meeting of the
shareholders and until their respective successors have been elected and
qualified. Executive officers of the Company are elected by the Board of
Directors and hold office until their successors are elected and qualified.
The current executive officers and directors of the Company are:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Garry L. Anselmo, B.A. (1) 54 Chairman of the Board and Chief Operating Officer
since May 4, 1973; President and Chief Executive
Officer from May 1, 1979 to November 4, 1994, and
from March 1,1997 to present.
K. Maxwell Fleming, C.A. (1)(2) 61 Director since July 24, 1979
James F. Dixon (1) (2) 50 Director since May 6, 1988
<FN>
(1) Members of Silverado's Audit Committee
(2) Members of Silverado's Compensation Committee
</FN>
</TABLE>
(c) Significant Employees. Not applicable to reporting registrant.
(d) Family Relationships. There are no family relationships among any of
the Company's officers and/or directors.
(e) Business Experience of Directors and Executive Officers.
Mr. Anselmo is presently the Chairman of the Board of Directors, President,
Chief Executive and Chief Financial Officer of Silverado. He is also the
Chairman, Chief Executive Officer and Chief Financial Officer of its wholly
owned subsidiary, Silverado Gold Mines Inc. (formerly Silverado Mines (U.S.)
Inc.). He resumed his duties as President, Chief Executive Officer, and Chief
Financial Officer on March 1, 1997, after transferring those duties to J.P.
Tangen from November 1, 1994, until March 1, 1997. Prior to the arrival of Mr.
Tangen, he held those duties from May of 1973. Mr. Anselmo founded Tri-Con
Mining Ltd., a private mining service company, in 1968, and is currently a
shareholder, Director, and President of Tri-Con. He is also Chairman and a
Director of Tri-Con's United States operating subsidiaries, Tri-Con Mining Inc.
and Tri-Con Mining Alaska, Inc.
Mr. Fleming is a Director of Silverado and a member of Silverado's Audit
Committee. He serves as a Director of Silverado Gold Mines Inc., the wholly
owned subsidiary of Silverado. Mr. Fleming is a Chartered Accountant.
Mr. Dixon is a Director of the Company and its U.S. subsidiary. Mr. Dixon
holds a Bachelor of Commerce Degree and has been engaged in the practice of law
since 1973. He is a lawyer and a partner in the law firm of Shandro Dixon
Edgson, Barristers and Solicitors, of Vancouver, British Columbia.
(f) Involvement in Certain Legal Proceedings. During the past five years,
no director or executive officer of the Company has been involved in legal
proceedings of the nature required to be disclosed by this Item.
(g) Promoters and Control Persons. Not applicable to reporting registrant.
Compliance with Section 16 of the Securities Exchange Act. The Company's
executive officers and directors are required under Section 16 of the U.S.
Securities Exchange Act of 1934 to file reports of ownership and changes in
ownership with the U.S. Securities and Exchange Commission. Copies of those
reports must also be furnished to the Company. Based solely on a review of the
copies of reports furnished to the Company and written representations that no
other reports were required, the Company believes that during the fiscal year
ended November 30, 1997 each of its officers and directors timely complied with
all filing requirements.
<PAGE>
Item 11. Executive Compensation.
(a) (b) Summary Compensation Table
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Annual Long Term
Compensation Compensation Awards
Name and Securities Underlying
Principal Position Year $ Salary ($) Bonus ($) Other ($) Options/SAR's (#) All Other ($)
J.P. Tangen (1) (2) 1997 Cdn $ 87,060 $259,326
President, CEO & CFO 1996 Cdn $ 345,768
1995 US $ 91,244 $0 $0 200,000 $0
1995 Cdn $ 172,884
Garry L. Anselmo (1) (3) 1997 Cdn $0 $0 $0 $0
Chairman, President, 1996 Cdn $0 $0 $0 1,000,000 $0
CEO & CFO 1995 Cdn $0 $0 $0 $0
<FN>
(1) Mr. Tangen was elected to serve as the Company's President, CEO, and CFO
from November 1, 1994 until March 1, 1997. Those positions have otherwise been
held by Mr. Anselmo.
(2) Mr. Tangen's salary was specified as $10,000 per month (U.S.), or the
Canadian equivalent thereof, net of withholding and other taxes, resulting in an
annual salary equal to $120,000 (U.S.) plus taxes due on that net amount. In
1995 Mr. Tangen received a portion of his salary in Canadian dollars, and a
portion in U.S. dollars, which in the aggregate summed to the U.S. dollar
equivalent of his contractual salary. In 1997 Mr. Tangen received $87,060 (Cdn.)
in salary, and $259,326 (Cdn.) in severance (see also Item 11(h)).
(3) Mr. Anselmo is employed and compensated by Tri-Con Mining Ltd., which
provides management and mining exploration and development services of the
Company.
</FN>
</TABLE>
(c) (d) Option/SAR Grants and Exercises and Year End Values. During the
fiscal year ended November 30, 1997, no stock options were granted to or
exercised by any named executive officer. The following table shows the value of
unexercised options held at fiscal year-end by each names executive officer.
<TABLE>
<CAPTION>
Executive # Securities Underlying Exercise (Base) Expiration
Officer Unexercised Options Price ($/share) Date Present Value ($)
<S> <C> <C> <C> <C>
G.L. Anselmo 1,000,000 $0.88 Dec. 11, 2004 $0.00
</TABLE>
(e) (f) Long-Term Incentive Plans and Defined Benefit Plans. The Company
does not have any long-term incentive plan, pension plan, or similar
compensatory plan for its Executive Officers.
(g) Compensation of Directors. Directors of the Company receive no fees on
an annual or per meeting basis, but the Company has periodically granted to
directors Options to purchase Common Shares.
(h) Employment Contracts and Termination and Change in Control
Arrangements. Mr. J.P. Tangen was employed as the Company's President, CEO and
CFO commencing November 1, 1994, until March 1, 1997, pursuant to an employment
contract providing for a salary of $10,000 per month (U.S.), net of withholdings
and other taxes. Pursuant to this contract, Mr. Tangen was entitled to receive a
termination payment equal to one year's salary as a result of his employment
being voluntarily terminated on February 28, 1997.
(i) Report on Repricing of Options/SAR's. During the fiscal year ended
November 30, 1997, the company did not amend the terms of any stock options or
SAR's previously awarded to any of the named executive officers.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) (b) Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information as of January 28, 1998, as to
the beneficial ownership of shares of the Company's only outstanding class of
securities, its Common Stock: by each person or group who, to the knowledge of
the Company at that date, was a beneficial owner of 5% or more of the
outstanding shares of Common Stock; by all directors; by each executive officer
required to be named in the summary compensation table; and by all directors and
executive officers as a group. The table does not include information regarding
shares of Common Stock held in the names of certain depositories/clearing
agencies as nominee for various brokers and individuals.
<TABLE>
<CAPTION>
<S> <C> <C>
Amount and Percent of
Name/Address of Beneficial Owner Nature of Outstanding Shares
Beneficial Ownership
Garry L. Anselmo 3,002,7331 3.7
K. Maxwell Fleming 401,0002 0.5
James F. Dixon 564,5003 0.7
All Directors and Executive Officers as a group 3,968,233 4.9
(three persons)
Tri-Con Group 2,002,6614 2.4
Suite 505, 1111 West Georgia Street,
Vancouver, B.C., V6E 4M3
</TABLE>
(1) Comprised of 1,677 shares owned by Tri-Con Mining Ltd., of which Garry
Anselmo owns 75%; of 2,000,984 shares held by Tri-Con Mining Inc., a wholly
owned subsidiary of Tri-Con Mining Ltd.; 1,000,000 in exercisable stock options,
and 72 shares held directly by Mr. Anselmo. Mr. Anselmo disclaims beneficial
ownership of the 2,000,984 shares held by Tri-Con.
(2) Includes directors options for 400,000 shares.
(3) Includes directors options for 450,000 shares.
(4) Tri-Con Group holds all shares under note (1) save 1,000,000 in
exercisable options and 72 directly held shares of Mr. Anselmo.
Item 13. Certain Relationships and Related Transactions.
See "Executive Compensation" concerning the Company's relationship with the
Tri-Con Group.
<PAGE>
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.
SILVERADO GOLD MINES LTD.
Date: March 27, 1998 By: /s/ Garry L. Anselmo
G. L. Anselmo, President, CEO, and CFO
