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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: JUNE 25, 1996
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GETCHELL GOLD CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-16484 64-0748908
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
5460 SOUTH QUEBEC STREET, SUITE 240
ENGLEWOOD, COLORADO 80111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (303) 771-9000
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FIRSTMISS GOLD INC.
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(Former Name, if Changed Since Last Report)
AN EXHIBIT INDEX IS ON PAGE 4 OF THIS REPORT
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Item 5. OTHER EVENTS
On June 25, 1996, FirstMiss Gold Inc. (1) moved the trading of its
common stock from the Nasdaq National Market to the American Stock
Exchange; (2) reincorporated in the State of Delaware; and (3)
officially changed its name to Getchell Gold Corporation ("Getchell
Gold"). A copy of Getchell Gold's press release dated June 25, 1996,
is attached hereto as Exhibit 99(a), and the information contained
therein is incorporated by reference herein in its entirety.
Item 7. EXHIBITS
(c) The following exhibits are filed as part of this Report:
3(a) Agreement and Plan of Merger.
99(a) Press Release of Getchell Gold Corporation dated
June 25, 1996.
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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.
GETCHELL GOLD CORPORATION
Date: June 25, 1996 By: /s/ Donald S. Robson
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Donald S. Robson
Vice President,
Chief Financial Officer
and Secretary
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EXHIBIT INDEX
Exhibit
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3(a) Agreement and Plan of Merger.
99(a) Press Release of Getchell Gold Corporation dated June 25, 1996.
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AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"), is made as
of June 25, 1996, by and between FirstMiss Gold Inc., a Nevada corporation (the
"Company"), and Getchell Gold Corporation, a Delaware corporation ("Getchell
Gold Corporation," and together with the Company, the "Constituent
Corporations").
This Merger Agreement has been approved, adopted, certified, executed
and acknowledged by each of the Constituent Corporations in accordance with
Section 252 of the General Corporation Law of the State of Delaware and Chapter
92A of the Nevada Revised Statutes.
The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock, par value $0.01 ("Company Common Stock"), and 10,000,000
shares of Preferred Stock, $0.01 per value, and the authorized capital stock of
Getchell Gold Corporation consists of 50,000,000 shares of Common Stock, $0.0001
par value (the "Getchell Gold Corporation Common Stock"), and 10,000,000 shares
of Preferred Stock, $0.0001 par value. The directors of the Constituent
Corporations deem it advisable and to the advantage of said corporations that
the Company merge into Getchell Gold Corporation upon the terms and conditions
provided herein.
NOW, THEREFORE, the parties hereby adopt the plan of reorganization
encompassed by this Merger Agreement and hereby agree that the Company shall
merge into Getchell Gold Corporation on the following terms, conditions and
other provisions:
SECTION 1. TERMS AND CONDITIONS
1.1 MERGER. The Company shall be merged with and into Getchell Gold
Corporation, which shall be the surviving corporation effective on the date
when this Merger Agreement is filed as part of the required Articles of Merger
with the Secretary of State of the State of Nevada and an Agreement and Plan
of Merger is filed with the Secretary of State of the State of Delaware (the
"Effective Date").
1.2 SUCCESSION. On the Effective Date, Getchell Gold Corporation
shall succeed to all of the rights, privileges, powers, immunities and
franchises and all the property, real, personal and mixed of the Company,
without the necessity for any separate transfer. Getchell Gold Corporation
shall thereafter be responsible and liable for all liabilities and obligations
of the Company, and neither the rights of creditors nor any liens on the
property of the Company shall be impaired by the merger.
1.3 COMMON STOCK OF THE COMPANY AND GETCHELL GOLD CORPORATION. Upon
the Effective Date, by virtue of the merger and without any further action on
the part of the Constituent Corporations or their stockholders, (i) each share
of Company Common Stock issued and outstanding immediately prior to the
Effective Date shall be changed and
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converted into and become one fully paid and nonassessable share of Getchell
Gold Corporation Common Stock; and (ii) each share of Getchell Gold Corporation
Common Stock issued and outstanding immediately prior to the Effective Date
shall be cancelled and returned to the status of authorized but unissued shares,
without the payment of any consideration therefor.
1.4 STOCK CERTIFICATES. On and after the Effective Date, all of the
outstanding certificates that prior to that time represented shares of Company
Common Stock shall be deemed for all purposes to evidence ownership of and to
represent the shares of Getchell Gold Corporation into which the shares of the
Company represented by such certificates have been converted as provided herein
and shall be so registered on the books and records of Getchell Gold Corporation
or its transfer agents. The registered owner of any such outstanding stock
certificate shall, until such certificate shall have been surrendered for
transfer or conversion or otherwise accounted for to Getchell Gold Corporation
or its transfer agents, have and be entitled to exercise any voting and other
rights with respect to and to receive any dividend and other distributions upon
the shares of Getchell Gold Corporation evidenced by such outstanding
certificate as provided above.
1.5 OPTIONS. On the Effective Date, Getchell Gold Corporation will
assume and continue the stock option plan of the Company and any successor plan
or plans, and the outstanding and unexercised portions of all options to buy
Company Common Stock shall become options for the same number of shares of
Getchell Gold Corporation Common Stock with no other changes in the terms and
conditions of such options, including exercise prices, and effective upon the
Effective Date, Getchell Gold Corporation hereby assumes the outstanding and
unexercised portions of such options and the obligations of the Company with
respect thereto.
1.6 ACTS, PLANS, POLICIES, AGREEMENTS, ETC. All corporate acts,
plans, policies, agreements, arrangements, approvals and authorizations of the
Company, its stockholders, Board of Directors and committees thereof, officers
and agents which were valid and effective immediately prior to the Effective
Date, shall be taken for all purposes as the acts, plans, policies, agreements,
arrangements, approvals and authorizations of Getchell Gold Corporation and
shall be as effective and binding thereon as the same were with respect to the
Company.
SECTION 2. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS
2.1 CERTIFICATE OF INCORPORATION AND BYLAWS. The Certificate of
Incorporation and Bylaws of Getchell Gold Corporation as in effect immediately
prior to the Effective Date shall remain the Certificate of Incorporation and
Bylaws of Getchell Gold Corporation after the Effective Date.
2.2 DIRECTORS AND OFFICERS. On the Effective Date, the Board of
Directors of Getchell Gold Corporation will consist of the members of the Board
of Directors of the
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Company immediately prior to the Merger. The directors will continue to hold
office as directors of Getchell Gold Corporation for the same term for which
they would otherwise serve as directors of the Company. The individuals serving
as executive officers of the Company immediately prior to the Merger will serve
as executive officers of Getchell Gold Corporation upon the effectiveness of the
Merger.
SECTION 3. MISCELLANEOUS
3.1 FURTHER ASSURANCES. From time to time, and when required by
Getchell Gold Corporation or by its successors and assigns, there shall be
executed and delivered on behalf of the Company such deeds and other
instruments, and there shall be taken or caused to be taken by it such further
and other action, as shall be appropriate and necessary in order to vest or
perfect, or to conform of record or otherwise, in Getchell Gold Corporation the
title to and possession of all the property, intents, assets, rights,
privileges, immunities, powers, franchises and authority of the Company and
otherwise to carry out the purposes of this Merger Agreement, and the directors
and officers of the Company are fully authorized in the name and on behalf of
the Company or otherwise to take any and all such action and to execute and
deliver any and all such deeds and other instruments.
3.2 AMENDMENT. At any time before or after approval by the
stockholders of the Company, this Merger Agreement may be amended in any manner
(except that any of the principal terms may not be amended without the approval
of the stockholders of the Company) as may be determined in the judgment
determined in the judgment of the respective Boards of Directors of the Company
and Getchell Gold Corporation to be necessary, desirable or expedient in order
to clarify the intention of the parties hereto or to effect or facilitate the
purpose and intent of this Merger Agreement.
3.3 ABANDONMENT. At any time before the Effective Date, this Merger
Agreement may be terminated and the merger may be abandoned by the Board of
Directors of the Company, notwithstanding the approval of this Merger Agreement
by the stockholders of the Company, or the consummation of the merger may be
deferred for a reasonable period if, in the opinion of the Board of Directors of
the Company, such action would be in the best interests of the Constituent
Corporations.
3.4 GOVERNING LAW. This Merger Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
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3.5 NOTICES. All notices or communications in connection with this
Merger Agreement shall be in writing and shall be delivered to the addresses of
the applicable Constituent Corporation as follows:
FirstMiss Gold Inc.
5460 S. Quebec Street, Ste. 240
Englewood, Colorado 80111
Getchell Gold Corporation
5460 S. Quebec Street, Ste. 240
Englewood, Colorado 80111
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement and
Plan of Merger to be executed, and this Agreement shall be effective, as of the
day and year first above written.
FIRSTMISS GOLD INC.,
a Nevada corporation
By: /s/ Donald S. Robson
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Name: Donald S. Robson
Title: Vice President
GETCHELL GOLD CORPORATION,
a Delaware corporation
By: /s/ Donald S. Robson
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Name: Donald S. Robson
Title: Vice President
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Exhibit 99(a)
PRESS RELEASE
Englewood, Colorado, Tuesday June 25, 1996
FirstMiss Gold Inc. announced today that it has changed its name to "GETCHELL
GOLD CORPORATION" and changed its state of incorporation from Nevada to
Delaware. This name change was recently approved by the company's stockholders
and reflects the company's affiliation with the historic Getchell mining trend
in north-central Nevada, U.S.A.
The company also announced that it has removed its stock from trading on the
Nasdaq National Market, and has listed its common stock under the symbol "GGO"
on the American Stock Exchange. The stock also will trade under the new name
and the same symbol on the Toronto Stock Exchange.
Contact: Donald S. Robson
Vice President and Chief Financial Officer
303-771-9000
