<PAGE>
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): May 5, 1998
HANOVER GOLD COMPANY, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-23022 11-2740461
(State or Other (Commission (IRS Employer
Jurisdiction File Identification
of Incorporation) Number) No.)
1000 Northwest Blvd., Ste.100, Coeur d'Alene, Idaho 83814
(Address of principal executive offices)
Registrant's telephone number, including area code (208)664-4653
<PAGE>
Item 5. Other Events
On May 5, 1998 Hanover Gold Company, Inc., the registrant,
announced that the shareholders had approved a plan of
recapitalization, at their annual meeting held that day,
pursuant to which each issued and outstanding share of common
stock of the company, par value $0.0001 per share, would be
exchanged automatically, and without any action on the part of
the holder, in a tax-free transaction, for one-fourth share of
common stock of the same par value. The recapitalization plan
became effective May 5, 1998, as a result of the shareholders
having approved the plan.
No new certificates will be issued under the plan. Rather,
presently outstanding certificates will be deemed to represent
one-fourth of the number of shares stated on the certificate.
Similarly, no certificates representing fractional shares will be
issued. In lieu of any fractional share interest, each holder of
common stock who would otherwise be entitled to receive a
fractional share will instead receive one whole share for each
fractional interest.
As a consequence of the recapitalization plan, the number of
issued and outstanding shares of common stock of the company has
been reduced, from 29,745,352 shares to 7,436,338 shares.
The holders of 19,176,286 shares of common stock approved the
plan of recapitalization. 6,190,475 shares were voted against
the proposal and the holders of 15,116 abstained from voting.
In other action taken at the shareholders meeting, James A. Fish,
Neal A. Degerstrom, Robinson Bosworth III, Karl E. Elers, Tim
Babcock and Laurence Steinbaum were each elected directors of the
company for the ensuing year.
The shareholders also approved an amendment to the company's 1995
stock plan to remove limitations on the aggregate number of
options that may be granted under the plan, but not the overall
number of options available for grant to all eligible
participants under the plan. The number of overall options
remains at 1,000,000 (post-recapitalization) as the result of the
recapitalization discussed above, of which 417,500 (post-
recapitalization) has been granted. The number of options
formerly available for grant to directors was limited to 200,000
shares (post-recapitalization), all of which were issued in 1995,
shortly after the plan was first adopted.
<PAGE>
Item 7. Financial Statements and Exhibits.
No financial statements are required to be included as part of
this report.
The exhibits hereto consist of:
(a) A copy of Hanover's press release dated May 5, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
HANOVER GOLD COMPANY, INC.
(Registrant)
Date May 6, 1998 By /s/James A. Fish
(James A. Fish, President)
<PAGE>
EXHIBIT A
NEWS RELEASE
---------------------------------------------------
For Immediate Release 98-02
May 05, 1998
Shareholders Approve Plan of Recapitalization
Coeur d'Alene, Idaho, Hanover Gold Company, Inc. (NASDAQ SmallCap
Symbol: "HVGO") announced today that its shareholders had
approved a plan of recapitalization pursuant to which each issued
and outstanding share of common stock of the company, par value
$0.0001 per share, would be exchanged automatically, and without
any action on the part of the holder, in a tax free transaction,
for one-fourth share of common stock of the same par value. The
recapitalization plan becomes effective today.
No new certificates will be issued under the plan. Rather,
presently outstanding certificates will be deemed to represent
one-fourth of the number of shares stated on the certificate.
Similarly, no certificates representing fractional shares will be
issued. In lieu of any fractional share interest, each holder of
common stock who would otherwise be entitled to receive a
fractional share will instead receive one whole share for each
fractional interest.
As a consequence of the recapitalization plan, the number of
issued and outstanding shares of common stock of the company has
been reduced, from 29,745,352 shares to 7,436,338 shares.
The holders of 19,176,286 shares of common stock approved the
plan of recapitalization. 6,190,475 shares were voted against
the proposal and the holders of 15,116 abstained from voting.
In other action taken at the shareholders meeting, James A. Fish,
Neal A. Degerstrom, Robinson Bosworth III, Karl E. Elers, Tim
Babcock and Laurence Steinbaum were each elected directors of the
company for the ensuing year.
Also, the shareholders approved an amendment to the company's
1995 stock plan to remove limitations on the aggregate number of
options that may be granted under the plan, but not the overall
number of options available for grant to all eligible
participants under the plan. The number of overall options
remains at 1,000,000 as the result of the recapitalization
discussed above, of which 417,500 (post-recapitalization) has
been granted. The number of options formerly available for grant
to directors was limited to 200,000 shares (post-
recapitalization), all of which were issued in 1995, shortly
after the plan was first adopted.
Following the shareholders meeting the Board of Directors of the
company approved a drilling program, for the company's Virginia
City, Montana property, to commence late May, weather permitting.
The program provides for approximately 10,000 feet of diamond
drilling at six different targets within the fifteen square mile
prime target area.
Additional information on Hanover Gold is available on the
Internet at http://www.hanovergold.com. For more information
concerning this announcement or any other aspect of Hanover's
business, contact Hanover Gold Company, Inc., 1000 Northwest
Blvd., Suite 100, Coeur d'Alene, Idaho 83814; telephone (208) 664-
4653, fax (208) 769-7969 or e-mail ([email protected])
