<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-16484
GETCHELL GOLD CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 64-0748908
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5460 SOUTH QUEBEC STREET 80111
SUITE 240 (Zip Code)
ENGLEWOOD, COLORADO
(Address of principal executive offices)
</TABLE>
Registrant's telephone number, including area code: (303) 771-9000
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
TITLE OF EACH CLASS NAME OF EXCHANGES ON WHICH REGISTERED
- -------------------------------------------------------- --------------------------------------------------------
Common Stock, par value $0.0001 American Stock Exchange
The Toronto Stock Exchange
</TABLE>
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
Aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the
March 6, 1997 closing price of $49 1/8 on the American Stock Exchange, was
approximately $1,234,000,000.
Common Stock outstanding on March 6, 1997 was 25,771,871 shares.
------------------------
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement to be filed pursuant
to Regulation 14A promulgated under the Securities and Exchange Act of 1934 for
the annual meeting of stockholders to be held May 2, 1997 are incorporated by
reference into Part III.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GETCHELL GOLD CORPORATION
Date: March 21, 1997 By: /s/ G.W. THOMPSON
-----------------------------------------
G.W. Thompson, PRESIDENT
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
President and Chief
/s/ G. W. THOMPSON Executive Officer
- ------------------------------ (Principal Executive March 21, 1997
G. W. Thompson Officer) and Director
Vice President and Chief
/s/ DONALD S. ROBSON Financial Officer
- ------------------------------ (Principal Financial March 21, 1997
Donald S. Robson Officer)
/s/ ROGER D. PALMER
- ------------------------------ Controller (Principal March 21, 1997
Roger D. Palmer Accounting Officer)
/s/ J. KELLEY WILLIAMS
- ------------------------------ Director and Chairman of March 21, 1997
J. Kelley Williams the Board of Directors
/s/ WALTER A. DREXEL
- ------------------------------ Director March 21, 1997
Walter A. Drexel
/s/ ROBERT C. HORTON
- ------------------------------ Director March 21, 1997
Robert C. Horton
58
<PAGE>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ PETE INGERSOLL
- ------------------------------ Director March 21, 1997
Pete Ingersoll
/s/ JOHN RACICH
- ------------------------------ Director March 21, 1997
John Racich
/s/ CHARLIE E. STOTT, JR.
- ------------------------------ Director March 21, 1997
Charlie E. Stott, Jr.
/s/ R. MICHAEL SUMMERFORD
- ------------------------------ Director March 21, 1997
R. Michael Summerford
/s/ ALLEN WINTERS
- ------------------------------ Director March 21, 1997
Allen Winters
/s/ ROBERT L. ZERGA
- ------------------------------ Director March 21, 1997
Robert L. Zerga
59
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
3 (a) -- Certificate of Incorporation, as amended. Incorporated by reference to Appendix D
to the Company's definitive Proxy Statement dated May 3, 1996.
3 (b) -- Bylaws of the Company, as amended. Incorporated by reference to Appendix E to the
Company's definitive Proxy Statement dated May 3, 1996.
4 (c) -- Company Resoulutions authorizing the 1988-A Series Convertible Preferred Stock,
effective July 13, 1988. Incorporated by reference to Exhibit 4(c) to the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1988.
4 (d) -- Company Resolutions authorizing the 1989-A Series Convertible Preferred Stock,
effective August 9, 1989. Incorporated by reference to Exhibit 4(f) to the
Company's Annual Report on Form 10-K for the year ended June 30, 1989.
4 (e) -- Company Resolutions authorizing the 1989-B Series Convertible Preferred Stock,
effective November 2, 1989. Incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1989.
4 (f) -- Company Resolutions authorizing the 1990-A Series Convertible Preferred Stock,
effective August 8, 1990. Incorporated by reference to Exhibit 4(f) to the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1990.
4 (g) -- Company Resolutions authorizing the Company's 1990-B and 1990-C Series Convertible
Preferred Stock, effective November 1, 1990 and November 2, 1990, respectively.
August 14, 1991. Incorporated by reference to Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1990.
4 (h) -- Company Resolutions authorizing the 1991-A Series Convertible Preferred Stock,
effective August 14, 1991. Incorporated by reference to Exhibit 4(h) to the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1991.
4 (i) -- Company Resolutions authorizing the 1991-B Series Convertible Preferred Stock,
effective November 7, 1991. Incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1991.
4 (j) -- Company Resolutions authorizing the 1992-A Series Convertible Preferred Stock,
effective November 5, 1992. Incorporated by reference to Exhibit 4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1992.
4 (k) -- Company Resolutions authorizing the 1993-A Series Convertible Preferred Stock,
effective November 4, 1993. Incorporated by reference to Exhibit 4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1993.
4 (l) -- Amended and Restated Rights Agreement between the Company and Harris Trust &
Savings Bank, dated as of December 31, 1996.
10 (a) -- The Company's Amended and Restated Long-Term Incentive Plan, as amended November
14, 1992. Incorporated by reference to Exhibit 10(i) to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1993.
10 (b) -- Form of Termination Agreement between the Company and Richard F. Nanna.
Incorporated by reference to Exhibit 10(w) to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1991.
10 (c) -- Form of Addendum to Termination Agreement the Company and Richard F. Nanna.
Incorporated by reference to Exhibit 10(x) to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1991.
10 (d) -- Mine Operating Contract between FMG Inc. and N.A. Degerstrom, Inc. dated July 1,
1991. Incorporated by reference to Exhibit 10(aa) to the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1991.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
10 (e) -- Oxygen Supply Agreement, dated August 27, 1987, and Air Rights Lease Agreement,
dated as of August 27, 1987. Incorporated by reference to Exhibit 10(j) to the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1989.
10 (f) -- Amendment to Administrative Service Agreement between ChemFirst and the Company
dated August 29, 1995. Incorporated by reference to Exhibit 10(cc) to the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1995.
10 (g) -- Form of Termination Agreement between the Company and G.W. Thompson, Donald S.
Robson, R. David Russell and Donald O. Miller (Company's Termination Agreement
with each such individual contains identical provisions to those contained in
the form). Incorporated by reference to Exhibit 10(dd) to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1995.
10 (h) -- Promissory Note by the Company in favor of ChemFirst dated February 1, 1995.
Incorporated by reference to Exhibit 10(ee) to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1995.
10 (i) -- Restricted Stock Award Agreement between the Company and G.W. Thompson dated
August 22, 1994. Incorporated by reference to Exhibit 10(ff) to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1995.
10 (j) -- Post Spin-Off Agreement dated as of September 24, 1995, by and between ChemFirst
and the Company. Incorporated by reference to 10(a) to the Company's Report on
Form 8-K dated September 24, 1995.
10 (k) -- Tax Ruling Agreement dated as of September 24, 1995, by and between ChemFirst and
the Company. Incorporated by reference to Exhibit 10(b) to the Company's Report
on Form 8-K dated September 24, 1995.
10 (l) -- Loan Agreement dated September 24, 1995, by and between ChemFirst and the Company.
Incorporated by reference to Exhibit 10(c) to the Company's Report on Form 8-K
dated September 24, 1995.
10 (m) -- Amended Tax Sharing Agreement dated as of September 24, 1995, by and between
ChemFirst and the Company. Incorporated by reference to Exhibit 10(d) to the
Company's Report on Form 8-K dated September 24, 1995.
10 (n) -- Loan Agreement dated as of September 24, 1995 by and between The Toronto-Dominion
Bank and the Company. Incorporated by reference to Exhibit 10(cc) to the
Company's Annual Report on Form 10-K for the six months ended December 31, 1995.
10 (o) -- Turquoise Ridge Shaft No. 1 Construction contract between Thyssen Mining and the
Company dated January 2, 1996. Incorporated by reference to Exhibit 10(a) to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
10 (p) -- Turquoise Ridge Shaft No. 2 Construction contract between Thyssen Mining and the
Company dated May 1, 1996. Incorporated by reference to Exhibit 10(b) to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
10 (q) -- 1996 Stock Option Plan for Outside Directors. Incorporated by reference to Exhibit
4(a) to the Company's Registration Statement on Form S-8 dated February 19,
1997.
10 (r) -- 1996 Long Term Equity Incentive Plan. Incorporated by reference to Exhibit 4(b) to
the Company's Registration Statement on Form S-8 dated February 19, 1997.
21. List of subsidiaries of the Company.
23.A Consent of KPMG Peat Marwick LLP.
23.B Consent of KPMG Peat Marwick LLP.
27. Financial Data Schedule.
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
GETCHELL GOLD CORPORATION:
We consent to incorporation by reference in the registration statements (No.
33-24401, 2-93585, 33-24414, 33-31226, 33-32572, 33-37085, 33-39067,
33-43602, 33-45342, 33-56046, 33-57761, 33-74020, and 33-22005) on Form S-8
of Getchell Gold Corporation of our report dated February 12, 1997, except as
to Note 14, which is as of February 14, 1997, relating to the consolidated
balance sheets of Getchell Gold Corporation and subsidiary as of December 31,
1996 and 1995, and the related consolidated statements of operations,
stockholders' equity and cash flows for the year ended December 31, 1996, the
six months ended December 31, 1995 and each of the years in the two-year
period ended June 30, 1995, which report appears in the December 31, 1996
annual report on Form 10-K of Getchell Gold Corporation.
KPMG PEAT MARWICK LLP
Denver, Colorado
March 4, 1997
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
GETCHELL GOLD CORPORATION:
We consent to incorporation by reference in the registration statements (No.
33-62449) on Form S-3 of Getchell Gold Corporation of our report dated
February 12, 1997, except as to Note 14, which is as of February 14, 1997,
relating to the consolidated balance sheets of Getchell Gold Corporation and
subsidiary as of December 31, 1996 and 1995, and the related consolidated
statements of operations, stockholders' equity and cash flows for the year
ended December 31, 1996, the six months ended December 31, 1995 and each of
the years in the two-year period ended June 30, 1995, which report appears in
the December 31, 1996 annual report on Form 10-K of Getchell Gold Corporation.
KPMG PEAT MARWICK LLP
Denver, Colorado
March 4, 1997
