FIRSTMISS GOLD INC
8-K, 1995-03-06
GOLD AND SILVER ORES
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<PAGE>   1

                                 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)           February 8, 1995



                             FirstMiss Gold Inc.                   
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)



      Nevada                    0-16484                 64-0748908  
   -------------               ----------              -------------
   (State of                   Commission              (IRS Employer
   Incorporation)              File Number)             Identification No.)
                                                  



  5190 Neil Road, Suite 310, Reno, NV                               89502-6503
- ---------------------------------------                             ----------
(Address of principal executive offices)                            (Zip Code)



                                 (702)827-0211
                        -------------------------------
                        (Registrant's telephone number)
<PAGE>   2
Item 5.  Other Events

         Effective February 8, 1995, FirstMiss Gold Inc. announced the election
of Robert L. Zerga to its board of directors.  Zerga has more than 30 years of
diverse mining industry experience and has held senior executive positions with
major mining companies, most recently as chief executive officer of
Independence Mining Company.  He also has served as a director of the World
Gold Council and the Gold Institute.

         Zerga was elected by unanimous consent of the board of directors
following an increase in the size of the board as permitted by the Nevada
corporate code and pursuant to the bylaws of FirstMiss Gold.  The bylaws
provide that the number of directors shall be determined by resolution of the
board of directors or by the shareholders at the annual meeting (Section 2).
Any increase in the authorized number of directors creates a vacancy on the
board, which may be filled by vote of a majority of the remaining directors
(Section 4).  A newly created directorship resulting from an increase in the
authorized number of directors shall be apportioned by the board among the
three classes of directors so as to maintain such classes as nearly equal as
possible (Section 3).  The board may take action without a meeting if a written
consent is signed by all members of the board (Section 10).

         Further information concerning Mr. Zerga is contained in a press
release issued by FirstMiss Gold Inc. on February 23, 1995 (attached as Exhibit
99 hereto), which is incorporated herein by reference.
<PAGE>   3
Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         Exhibit 99          Press Release dated February 23, 1995.
<PAGE>   4
                                   SIGNATURE


         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.



                                   FIRSTMISS GOLD INC.
                                   
                                   
                                   
                                   By:  /s/ G. W. Thompson                    
                                        --------------------------------------
                                        G. W. Thompson
                                        President and Chief Executive Officer




Date:  February 28, 1995
<PAGE>   5

                                 Exhibit Index


<TABLE>
<CAPTION>
Exhibits
    <S>       <C>
    99        Press Release dated February 23, 1995
</TABLE>

<PAGE>   1





                                                           FOR IMMEDIATE RELEASE

ROBERT L. ZERGA ELECTED TO
FIRSTMISS GOLD BOARD OF DIRECTORS


RENO, NEV. (FEBRUARY 23, 1995) -- FirstMiss Gold Inc. (NASDAQ: FRMG) today
announced the election of Robert L. Zerga to its board of directors.

         Zerga has more than 30 years of diverse mining industry experience and
has held senior executive positions with major mining companies, most recently
as chief executive officer of Independence Mining Company.  He also has served
as a director of the World Gold Council and the Gold Institute.

         "Bob Zerga brings to the board a solid background in all aspects of
the gold business and will provide wise counsel in the future growth of
FirstMiss Gold," said G. W. Thompson, FirstMiss Gold president and chief
executive officer.

         FirstMiss Gold is a Nevada-based gold mining and exploration company
with headquarters in Reno, Nev., and principal operations at the 33,000-acre
Getchell property in north central Nevada.

                                      -30-


CONTACT:                                                                       
G. W. Thompson               or            Jim McArthur                        
President & CEO                            Secretary & Mgr., Investor Relations
FirstMiss Gold Inc.                        First Mississippi Corp.             
702/827-0211                               601/948-7550                        


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