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Registration No. 33-80335
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
Registration Statement under
The Securities Act of 1933
GETCHELL GOLD CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 64-0748908
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5460 South Quebec Street, Suite 240
Englewood, Colorado 80111
(Address of principal executive offices)
____________________
FIRSTMISS GOLD INC. 401(k) SAVINGS PLAN
(Full title of the plan)
____________________
Donald S. Robson
Vice President and Chief Financial Officer
Getchell Gold Corporation
5460 South Quebec Street, Suite 240
Englewood, Colorado 80111
(303) 771-9000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Tad J. Freese, Esq.
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, CA 94111-2586
(415) 391-0600
____________________
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On June 13, 1996, the stockholders of FirstMiss Gold, Inc., a Nevada
Corporation ("FirstMiss Gold"), approved the reincorporation in Delaware via
merger of FirstMiss Gold with and into its newly formed Delaware subsidiary,
Getchell Gold Corporation ("Getchell Gold"), which merger was effected on
June 25, 1996. By this amendment, Getchell Gold hereby adopts this
registration statement, as well as the 401(k) savings plan that is the
subject of this registration statement, as its own for all purposes of the
Securities Act of 1933 and the Securities Exchange Act of 1934. This
adoption is made pursuant to rule 414(d) as promulgated under the Securities
Act of 1933.
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF
COLORADO, ON THE 25TH DAY OF JUNE, 1996.
GETCHELL GOLD CORPORATION
/s/ G.W. Thompson
-------------------------------------
By G.W. Thompson
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ G.W. Thompson President and Chief Executive June 25, 1996
- ----------------------------- Officer (Principal Executive
(G.W. Thompson) Officer) and Director
/s/ Donald S. Robson Vice President and Chief June 25, 1996
- ----------------------------- Financial Officer (Principal
(Donald S. Robson) Financial Officer)
/s/ Roger D. Palmer Controller (Principal June 25, 1996
- ----------------------------- Accounting Officer)
(Roger D. Palmer)
/s/ J. Kelley Williams Director and Chairman June 25, 1996
- ----------------------------- of the Board of Directors
(J. Kelley Williams)
/s/ Walter A. Drexel Director June 25, 1996
- -----------------------------
(Walter A. Drexel)
/s/ Robert C. Horton Director June 25, 1996
- -----------------------------
(Robert C. Horton)
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/s/ Pete Ingersoll Director June 25, 1996
- -----------------------------
(Pete Ingersoll)
/s/ John Racich Director June 25, 1996
- -----------------------------
(John Racich)
/s/ Charles E. Stott, Jr. Director June 25, 1996
- -----------------------------
(Charles E. Stott, Jr.)
/s/ R. Michael Summerford Director June 25, 1996
- -----------------------------
(R. Michael Summerford)
/s/ Al Winters Director June 25, 1996
- -----------------------------
(Al Winters)
/s/ Robert L. Zerga Director June 25, 1996
- -----------------------------
(Robert L. Zerga)