Registration No. 333-29361
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-1
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HANOVER GOLD COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1041 11-2740461
(State or other jurisdic- (Primary Standard (IRS Employer
tion of incorporation or Industrial Classifica- Identification
organization) tion Code Number) Number)
1000 Northwest Boulevard, Suite 100
Coeur d'Alene, Idaho 83814
(208) 664-4653
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
James A. Fish
Chairman, President and Chief Executive Officer
Hanover Gold Company, Inc.
1000 Northwest Boulevard, Suite 100
Coeur d'Alene, Idaho 83814
(208) 664-4653
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Douglas J. Siddoway, Esq.
Randall & Danskin, P.S.
1500 Seafirst Financial Center
601 West Riverside Avenue
Spokane, Washington 99201
(509) 747-2052
Approximate date of commencement of the proposed sale of the securities
to the public: As soon as practicable following the effective date of this
registration statement.
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 1993, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
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
box 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 box 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. [ ]
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed
Title of each class Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per unit price registration fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, See Explanatory See Explanatory See Explanatory See Explanatory
$0.0001 par value Note Note Note Note
</TABLE>
<PAGE>
EXPLANATORY NOTE
This post-effective amendment is filed pursuant to Item 512(a)(iii)(3) of
Regulation S-K, solely for the purpose of withdrawing from registration
6,029,123 shares of common stock of Hanover Gold Company, Inc. ("Hanover")
remaining unsold following termination of the offering made pursuant to its
joint proxy statement/prospectus dated August 15, 1997.
Hanover is an exploration stage mining company that holds significant mining
claims and leases in the Alder Gulch area of the historic Virginia City Mining
District of southwestern Montana. Its efforts, at least since 1995, have been
aimed at consolidating its land position in the district in order to facilitate
continued exploration and development, and to make its holdings more attractive
to potential development partners such as major mining companies.
In September 1997, as part of this consolidation effort, Hanover acquired
Easton Pacific and Riverside Mining Company ("Easton-Pacific") in a stock-for-
stock transaction; each share of Easton-Pacific capital stock was surrendered
in exchange for 6.721656 shares of Hanover common stock, following which
Easton-Pacific was merged into Hanover. In conjunction with this transaction,
Hanover prepared and filed a registration statement on Form S-1 under the
Securities Act (Commission File No. 33-29361, effective August 15, 1997) which
included a joint proxy statement/prospectus. The joint proxy
statement/prospectus constituted a prospectus of Hanover with respect to the
offer and sale of the following securities:
1. 7,000,000 shares of common stock offered by Hanover to the Easton-Pacific
shareholders in connection with the merger of Easton-Pacific into Hanover.
2. Up to 2,000,000 shares of common stock offered by Hanover for sale for
cash at prices equal to or possibly exceeding current market prices of the
common stock as of the dates of sale. These sales were to have been made by
affiliates of Hanover on a best efforts basis, none of whom would receive any
commission, bonus or other form of remuneration or payment.
3. Up to 6,561,248 shares of common stock previously issued by Hanover or
issuable upon the exercise of outstanding stock options, offered for resale by
their owners (the "Selling Stockholders") during the twelve month period
commencing with the date of the joint proxy statement/prospectus, in the over-
the-counter market, in other permitted public sales or in privately negotiated
transactions, at market prices or at negotiated prices. Some of these shares
were previously registered by Hanover for resale pursuant to a registration
statement Form S-1 under the Securities Act (Commission File No. 33-3882,
effective September 3, 1996) and were included in the August 1997 joint proxy
statement/prospectus in reliance on Rule 429.
The 7,000,000 shares of Hanover common stock offered to the Easton-Pacific
shareholders in connection with the merger of Easton-Pacific into Hanover were
issued effective September 30, 1997, being the date articles of merger were
filed in Montana and Delaware.
The 2,000,000 shares offered by Hanover for cash were sold at various times
during the period from August 15, 1997 through February 12, 1998, at prices
ranging from $0.40 per share to $1.25 per share. Hanover recieved $1,843,150
from the sale of these shares, which was used as working capital.
Based on information obtained from the registrar and transfer agent of its
common stock, Hanover reasonably believes that 532,095 of the 6,561,248 shares
of common stock offered for resale by the Selling Shareholders pursuant to the
joint proxy statement/prospectus have been sold as of the date of this
amendment, and that 6,029,153 shares remain unsold. Management and the board
of directors have concluded that Hanover has fulfilled its contractual
obligations to the Selling Shareholders with respect to the registration of
such shares for resale, and that the continued offer and sale of the securities
pursuant to the registration statement and related prospectus is no longer
consistent with the its business objectives.
Management and the board of directors have also concluded that the significant
decline in world gold prices and the commensurate decline in the market price
of Hanover's common stock have reduced the Selling Shareholders' overall needs
for liquidity, and that, in any event, those Selling Shareholders desiring to
sell their shares are now eligible to do so pursuant to the exemption from
registration afforded by Section 4(1) of the Securities Act and Rule 144
adopted thereunder. For these reasons, the board of directors of the company
adopted resolutions, dated March 2, 1998, authorizing the withdrawal from
registration of the 6,029,153 shares of common stock remaining unsold at such
date.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this amendment to registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Spokane, State of
Washington, on March 10, 1998.
HANOVER GOLD COMPANY, INC.
By: /s/ James A. Fish*
-----------------------------------
its Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment to
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
By: /s/ Neal A. Degerstrom
-----------------------------------
a Director
Date: March 10, 1998
By: /s/ Robinson Bosworth III
-----------------------------------
a Director
Date: March 11, 1998
By:
-----------------------------------
Karl E. Elers, a Director
Date: March __, 1998
By: /s/ Laurence Steinbaum
-----------------------------------
a Director
Date: March 11, 1998
By:
-----------------------------------
Tim Babcock, a Director
Date: March __, 1998
By: /s/ Wayne Schoonmaker
-----------------------------------
its Principal Financial and
Accounting Officer
Date: March 11, 1998
