As filed with the Securities and Exchange Commission March 12, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the
Securities Act of 1933
CENTURION MINES CORPORATION
(Exact name of registrant as specified in its charter)
Utah 87-0429204
(State or other jurisdiction, (I.R.S. Employer
incorporation or organization) Identification No.)
331 South Rio Grande, Suite 208
Salt Lake City, Utah 84101
(Address of principal executive offices)
(801) 534-1132
(Registrant's telephone number,
including area code)
1991 STOCK OPTION AND STOCK AWARD PLAN OF
CENTURION MINES CORPORATION
(Full title of the plan)
Carlos M. Chavez, General Counsel
331 S. Rio Grande St., Suite 208
Salt Lake City, UT 84101
(801) 534-1132
(Name, address, including zip code, and telephone
number, including area code of agent for service)
<TABLE>
<CAPTION>
Title of Proposed Proposed
Each class Maximum maximum
of security Amount Offering aggregate Amount of
to be to be price per offering registra-
registered registered share<F1> price tion fee
________________________________________________________________
<S> <C> <C> <C> <C>
Common stock,
par value
$.01 per share 500,000 $1.69 $845,000 $291.36
<FN>
<F1> Estimated pursuant to Rule 457(c) solely for the
purpose of calculating the registration fee in accordance
with Rule 457(c) under the Securities Act of 1933 and
based upon the average of the Nasdaq high and low prices
for shares of common stock of Centurion Mines Corporation
as reported by the Dow Jones News/Retrieval service on
March 1, 1996.
</FN>
</TABLE>
The Exhibit Index appears on page 2 of the sequentially
numbered pages of this registration statement.
This registration statement, including exhibits,
contains 18 pages.
-1-
<PAGE> 1
Pursuant to Instruction E of the General Instructions
to Form S-8, the contents of the Registration Statement
on Form S-8, SEC File No. 33-60572, filed by Centurion
Mines Corporation in original form on April 2, 1993,
and revised on July 23, 1994, are incorporated herein
by reference.
ITEM 8. EXHIBITS.
Copies of the following documents are being furnished
as exhibits required by Item 601 of Regulation S-K,
promulgated under the Securities Act and the Exchange Act.
The SEC reference number refers to the exhibit table in
Item 601 of Regulation S-K.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
SEC Sequential Page No.
Reference Exhibit No. Document of Location
<S> <C> <C> <C>
4 4.1 1991 Stock Option and *
Stock Award Plan
4.2 Amendment No. 1 to Plan 4
4.3 Amendment No. 2 to Plan 5
5 5.2 Opinion of Counsel 6
regarding legality
23 23.3 Consent of Counsel 6
(included in Exhibit 5.2)
23 23.4 Consent of Jones, 7
Jensen & Co.
* Incorporated by reference to Proxy Statement filed
March 26, 1991, File No. 0-17048.
</TABLE>
-2-
<PAGE> 2<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act,
the registrant certifies that it has reasonable grounds
to believe that it meets all the requirements for filing
on Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Salt Lake, State of Utah,
on the 16th day of March, 1996.
REGISTRANT:
CENTURION MINES CORPORATION
BY: /s/ Spenst Hansen
Spenst Hansen, Chief Executive Officer
Pursuant to the requirements of the Securities Act,
this registration statement has been signed below by
the following persons in the capacities and on the dates
indicated.
Dated: March 6, 1996
By its Chief Executive Officer:
/s/ Spenst Hansen
Spenst Hansen, Chief Executive Officer
By its Principal Financial and
Accounting Officer:
/s/ Randy W. Sutherland
Randy W. Sutherland,
Treasurer and Controller
Dated: March 6, 1996
BY A MAJORITY OF ITS BOARD OF DIRECTORS:
/s/ Spenst Hansen
Spenst Hansen, Board Chairman
/s/ Orson Mabey, III
Orson Mabey, III, Director
/s/ David Morgan
J.D.H. (David) Morgan, Director
/s/ Mark Dotson
Mark Dotson, Director
-3-
<PAGE> 3
EX-4.2
AMENDMENT NO. 1
TO THE 1991 STOCK OPTION AND
STOCK AWARD PLAN OF
CENTURION MINES CORPORATION
WHEREAS, Centurion Mines Corporation (the "Company")
adopted the 1991 Stock Option and Stock Award Plan
of Centurion Mines Corporation (the "Plan") on April
19, 1991; and
WHEREAS, an amendment to the Plan was approved by
the Board of Directors of the Company on May 27, 1993,
and approved by the shareholders of the Company on May
27, 1993.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 4 of the Plan shall be amended to increase
the number of common shares of the Company that may be
subject to or issued under awards granted pursuant to
the terms of the Plan from 500,000 to 1,000,000.
2. Except as amended hereby, the Plan remains unmodified
in full force and effect.
-4-
<PAGE> 4
EX-4.3
AMENDMENT NO. 2
TO THE 1991 STOCK OPTION AND
STOCK AWARD PLAN OF
CENTURION MINES CORPORATION
WHEREAS, Centurion Mines Corporation (the "Company")
adopted the 1991 Stock Option and Stock Award Plan
of Centurion Mines Corporation (the "Plan") on April
19, 1991; and
WHEREAS, an amendment to the Plan was approved by
the Board of Directors of the Company on May 27,
1993, and approved by the shareholders of the Company
on May 27, 1993; and
WHEREAS, an amendment to the Plan was approved by the
Board of Directors of the Company on April 18, 1995,
and approved by the shareholders of the Company on
April 19, 1995.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 4 of the Plan shall be amended to increase
the number of common shares of the Company that may
be subject to or issued under awards granted pursuant
to the terms of the Plan from 1,000,000 to 1,500,000.
2. Except as amended hereby, the Plan remains
unmodified in full force and effect.
-5-
<PAGE> 5
EX-5.2 AND EX-23.3
[COMPANY LOGO]
CENTURION MINES CORPORATION
331 SOUTH RIO GRANDE STREET,SUITE 201
SALT LAKE CITY, UTAH 84101
TELE: 801/534-1120 FAX: 801/534-1129
March 5, 1996
Board of Directors
CENTURION MINES CORPORATION
331 S. Rio Grande Street, Suite 208
Salt Lake City, Utah 84101
RE: Centurion Mines Corporation
Registration Statement on Form S-8
Gentlemen:
I have acted as counsel to Centurion Mines Corporation,
a Utah corporation (the 'Company'), in connection with
the preparation and filing of a Registration Statement
on Form S-8 (the 'Registration Statement') to be filed
with the Securities and Exchange Commission on March 6,
1996 pertaining to 500,000 shares of the Company's common
stock, $0.01 par value (the 'Shares') being registered
in connection with the Company's 1991 Stock Option and
Stock Award Plan, amended (the 'Plan').
I have reviewed the Articles of Incorporation and Bylaws
of the Company, the meeting minutes and resolutions of
the Board of Directors and shareholders of the Company,
the Form S-8 Registration Statement, the Plan, relevant
prospectuses and other such documents as I have deemed
appropriate. As to factual matters, I have relied upon
a certificate supplied to me by an officer of the Company.
In rendering the opinion expressed herein, I have assumed,
upon reasonable investigation, the validity of all
documents and the accuracy of all information supplied
to me by the Company.
Based upon the foregoing, I am of the opinion that the
shares being registered pursuant to the Registration
Statement, when the Registration Statement becomes
effective and the Shares are issued and paid for in
accordance with the Plan, will have been duly
authorized and will be legally issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion
as an exhibit to the Registration Statement.
Very truly yours,
/s/ Carlos M. Chavez
Carlos M. Chavez
Attorney at Law
-6-
<PAGE> 6
EX-23.4
[COMPANY LOGO]
JONES, JENSEN & COMPANY
March 5, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby concent
to the use of our audit report dated December 15,
1995 (and to all references to our Firm) included in
or made a part of the Form S-8 registration statement
of Centurion Mines Corporation and Subsidiaries.
/s/ Jones, Jensen & Company
JONES, JENSEN & COMPANY
-7-
<PAGE> 7
REOFFER PROSPECTUS
CENTURION MINES CORPORATION
Shares of Common Stock
par value $.01 per share
issued under the Centurion Mines Corporation
1991 Stock Option and Stock Award Plan
as Last Amended April 19, 1996
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
REOFFER PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
This ReOffer Prospectus relates to Shares of common stock,
$.01 par value, of Centurion Mines Corporation ('Centurion'
or the 'Company'), issued pursuant to the Company's 1991
Stock Option and Stock Award Plan, as amended by the First
and Second Amendments to 1991 Stock Option and Stock Award
Plan, which may be offered by certain shareholders of the
Company (the 'Selling Shareholders') for their own respective
accounts (the 'Shares'). The Company will not receive any
part of the proceeds from the sales thereof (See 'Selling
Shareholders' section, below). The Selling Shareholders
are affiliates of the Company.
The Company has not been advised by the Selling
Shareholders that there are any underwriting
arrangements with respect to the sale of the Shares.
The Shares will be sold from time to time in the
over-the-counter market at then prevailing prices,
or at prices related to then current market prices,
or in private transactions at negotiated prices, and
brokerage fees may be paid by the Selling Shareholders
in connection therewith.
The Selling Shareholders will pay all applicable
stock transfer taxes, transfer fees and related fees
and expenses. The Company will bear the cost of
preparing and filing the registration statement and
prospectuses and all filing fees and legal and
accounting expenses in connection with registration
under federal and state securities laws.
The Company's common stock is traded in the Nasdaq
SmallCap Market under the ticker symbol 'CTMC.'
On March 1, 1996, the closing average price of the
stock was $1.69.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW THE
'RISK FACTORS' INDICATED BELOW.
The Date of this Reoffer Prospectus is March 6, 1996.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS,
OTHER THAN THOSE CONTAINED IN THIS REOFFER PROSPECTUS,
IN CONNECTION WITH THE OFFERING CONTAINED HEREIN, AND
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY. THIS REOFFER PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY,
THE SECURITIES COVERED BY THIS REOFFER PROSPECTUS TO ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE
SUCH AN OFFER OR SOLICITATION. NEITHER DELIVERY OF THIS
REOFFER PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE FACTS HEREIN SET FORTH SINCE THE
DATE HEREOF.
-1-
<PAGE> 8
TABLE OF CONTENTS
AVAILABLE INFORMATION. . . . . . . . . . . . 3
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE . . . . . . . . . . . 3
THE COMPANY. . . . . . . . . . . . . . . . . 4
RISK FACTORS. . . . . . . . . . . . . . . . 5
USE OF PROCEEDS. . . . . . . . . . . . . . . 8
SELLING SHAREHOLDERS. . . . . . . . . . . . 8
PLAN OF DISTRIBUTION. . . . . . . . . . . . 9
DESCRIPTION OF SECURITIES. . . . . . . . . .11
LEGAL MATTERS. . . . . . . . . . . . . . . .12
EXPERTS. . . . . . . . . . . . . . . . . . .12
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY JURISDICTION TO ANY PERSON
TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN OFFERING OF
ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO
WHICH IT RELATES.
-2-
<PAGE> 9
AVAILABLE INFORMATION
Centurion is subject to the informational requirements of
the Securities Exchange Act of 1934 (the 'Exchange Act')
and, in accordance therewith, files reports, proxy and
information statements and other information with the
Securities and Exchange Commission (the 'Commission').
Such reports, statements and other information may be
inspected at and copies of such material may be obtained
(at prescribed rates) from the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.,
Washington, DC 20549, and at certain of its regional
offices at 5757 Wilshire Boulevard, Suite 500 East, Los
Angeles, CA 90036-3648, 219 South Dearborn Street,
Chicago, IL 60604, and 75 Park Place, 14th Floor, New York,
NY 10007 or may be electronically retrieved through the
'Edgar' system administered by the Commission.
This Reoffer Prospectus, which constitutes an exhibit to
the registration statement filed by the Company with the
Commission under the Securities Act, as amended (the
'Registration Statement'), omits certain of the information
contained in the Registration Statement. Reference is here-
by made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the
Company and the Shares offered hereby. Statements contained
herein concerning document provisions are not necessarily
complete and, in each instance, reference is made to the
copy of such document filed as an exhibit to the Registra-
tion Statement, or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are on file with the Commission
(File No. 0-17048), are incorporated herein by reference and
made a part hereof, listed in chronological order of filing:
(a) the Company's Annual Report on Form 10-K for the year
ended September 30, 1995, filed January 16, 1996; and (b)
the Company's Quarterly Report on Form 10-Q for the Quarter
ended December 31, 1995, filed February 8, 1996.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Reoffer Prospectus and prior to the
termination of the offering of the Shares made by this
Reoffer Prospectus shall be deemed to be incorporated by
reference in this Reoffer Prospectus and to be a part of
this Reoffer Prospectus from the date of the filing of
such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or replaced for
purposes of this Reoffer Prospectus to the extent that a
statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or replaces such statement. Any
such statement so modified or replaced shall not be deemed,
except as so modified or replaced, to constitute a part of
this Reoffer Prospectus.
The Company undertakes to provide without charge to each
person, including any beneficial owner, to whom this
Reoffer Prospectus is delivered, upon written or oral
request by such person, a copy of any document referred
to above which has been or may be incorporated herein by
reference in this Reoffer Prospectus, other than exhibits
-3-
<PAGE> 10
to such documents not specifically incorporated by reference.
Such written or oral request should be directed to the
Corporate Secretary of the Company and may be transmitted
by any of the following means: mail/courier--331 South Rio
Grande Street, Suite 201, Salt Lake City, UT 84101;
facsimile--801/534-1129; or e-mail--'[email protected]'.
For further information, please refer to the Registration
Statement.
Each person holding an option under the Plan will be provided
with copies of all reports, proxy statements and other
communications generally distributed to Centurion share-
holders.
THE COMPANY
Centurion Mines Corporation, including its subsidiaries
('Centurion' or the 'Company') is a U.S. mineral resource
company actively engaged in the acquisition and exploration
of mineral properties containing gold, silver, copper, and
other mineralization. In addition to its activities for
its own account, Centurion conducts business through its
subsidiaries. The Company operates its business as a
'junior' natural resource company, meaning that it intends
to receive income from property sales, joint ventures or
other business arrangements with larger companies, as well
as, if warranted, developing and placing its own properties
into production. The Company controls considerable mining
and mineral exploration properties through leases, options,
and mining claims in the State of Utah, and holds production
royalties on additional mineral property in Utah. These
properties lie in four geographical regions: (1) the
Oquirrh Mountain Range (also referred to as the 'Utah
Gold Belt'), about 15 miles southwest of Salt Lake City,
Utah; (2) the Tintic Mining District, about 70 miles
southwest of Salt Lake City, Utah; (3) Kings Canyon/South-
western Utah, about 70 miles west of Delta, Utah; and (4)
the Milford/Beaver area, about 20 miles southwest of Milford,
Utah; and (5) other areas of Utah.
The Company's corporate strategy from its beginning has
been directed toward the acquisition of land positions
for exploration and development in established mining
districts that have had large and profitable production
histories. This approach is referred to in the mining
industry as 'headframe geology,' which is defined as
concentrating efforts near previously known, profitable
ore deposits. The Company then explores the properties
using geological, geochemical and geophysical techniques.
In addition, the Company utilizes drilling programs to
support previous testing. Once the Company has identified
potential mineralization, it then enters into joint venture
arrangements, or sales with a retained royalty, to bring
the property into production. The Company's management
also has remained alert for opportunities to discover and
acquire deposits based on the newly emerging technologies
of exploration and metal recovery.
Centurion's predecessor was formed in 1979 as the Tintic
Joint Venture partnership and subsequently was incorporated
in 1984. Centurion was accepted as a 'Small Cap Company'
for listing on the National Association of Securities
Dealers Automated Quotations System (NASDAQ) in November
1988 (symbol: CTMC). The Company's executive office is
located at 331 South Rio Grande Street, Suite 201, Salt
Lake City, Utah 84101. Its telephone number is
801/534-1120. In addition, the company maintains
a technical office at 860 South 500 West, Salt Lake
City, Utah 84101; a field office in Eureka, Utah; and
a field office in Milford, Utah.
-4-
<PAGE> 11
BUSINESS PLAN
During fiscal 1995 and continuing through fiscal 1996,
the Company has concentrated and will focus its main
exploration efforts in the Southwestern Utah properties,
the Tintic Mining District and to a lesser extent the
Oquirrh Mountains (Utah Gold Belt) of Central Utah because
of the past history of metal production and the Company's
increased experience in these areas. The Company has held
many of the Tintic mining properties since 1979. The
Company's more recent project involves properties in the
Milford area of Utah. The Company has been and continues
to be active in the exploration of properties in those
areas. The Company also has compiled an extensive library
on properties in such areas, consisting of geological
reports, historical data and maps. At the same time, the
Company remains alert for other opportunities in the western
United States. The Company has no current intention of
extending its operations outside the United States.
CURRENT DEVELOPMENTS
Centurion expects to complete the negotiation of an
important joint venture with a major mining company in the
near term, and possibly other related ventures within the
current fiscal year. In addition, Centurion's affiliated
company, Royal Silver Mines, Inc., acquired approximately
81 percent control of Fausett International, a major
underground mining contractor. This is significant because
Royal and Fausett International have agreed to bring the
Mammoth ore body into early production. That ore body, on
the Centurion owned and controlled Mammoth property is now
in a phase of readiness, following the extensive preliminary
development work that the Company has invested on that ore
body. Centurion and Mammoth obtained all the necessary MSHA
mining permits and invested more than $200,000 developing the
shaft pillar, the Mammoth surface copper zone, and the
Opohongo and Ajax Mines immediately south of the Mammoth Mine.
Centurion has projected operating income in an amount of
approximately $75 per ton to be realizable from this project
for a period of at least two years. The disclosure in Item
2 below, concerning Properties provides more detail about
this commitment and about other current developments, such
as the Company's plans for production at the OK Copper Mine,
and the Company's gold exploration programs at Kings Canyon
and at the Blue Mountain Project.
RISK FACTORS
The Shares of Common Stock offered hereby are speculative
and investment in such Shares involves a high degree of
risk. Prospective investors should carefully consider
the following factors in evaluating the Company and its
operations:
1. MINERAL RESOURCE AND EXPLORATION COMPANY. There is
considerable risk in any mining venture, and there can be
no assurance that the Company's operations will be successful
or profitable. Exploration for commercially minable ore
deposits is highly speculative and involves risks greater
than those involved in the discovery of mineralization.
Mining companies use the evaluation work of professional
geologists, geochemists, geophysicists and engineers in
determining whether to acquire an interest in a specific
property, or whether or not to commence exploration or
developmental work. These professional evaluations are
not always scientifically exact, and in some instances
result in the expenditure of substantial amounts of money
on a property before it is possible to make a final
determination as to whether or not the property contains
-5-
<PAGE> 12
economically minable ore bodies. The economic viability
of a property cannot be finally determined until extensive
exploration and development work plus a detailed economic
feasibility study has been performed. Also, the market
prices for metals produced are subject to fluctuation
and uncertainty, which may negatively affect the economic
viability of properties on which expenditures have been
made.
2. COMPETITION. The mining industry is very competitive.
Mining companies compete to obtain favorable mining
properties and to evaluate exploration prospects for
drilling, exploration, development, and mining. There
is no assurance that this competition, although customary
in the industry, will not result in delays, increased
costs, or other types of negative consequences affecting
the Company.
3. LACK OF REVENUE. The Company lacks a constant and
continual flow of revenue. The Company currently holds
certain royalty interests in several mining properties
sold. The Company is looking for revenue sources on an
on-going basis, but there can be no assurance that such
sources can be found. The lack of consistent revenue
could be a detrimental factor in investing in the stock
of the Company.
4. ACCUMULATED DEFICIT AND LACK OF PROFITABLE OPERATIONS.
The Company has incurred a deficit of $8,994,025 from
inception to September 30, 1995. The Company therefore
may be considered a high risk investment and investors are
encouraged to consider their investment carefully.
5. REALIZATION OF INVESTMENTS IN MINERAL PROPERTIES AND
ADDITIONAL CAPITAL NEEDS. The ultimate realization of the
Company's investments in mineral properties is dependent
upon the success of future property sales, the existence
of economically recoverable reserves, the ability of the
Company to obtain financing or make other arrangements for
development and upon future profitable production. As
discussed in its Annual Report on Form 10-K for fiscal 1995,
at Item 7, 'Management's Discussion and Analysis of
Financial Condition and Results of Operations', the
Company expects to fund its operations for fiscal 1996
through joint ventures, production activities, equity
funding, or by selling properties and retaining royalty
interests. The Company does not have sufficient capital
to fully explore and develop its mineral properties and
there can be no assurance that the Company will be
successful in obtaining the required capital to fund
its long-term capital needs.
6. RETENTION AND ATTRACTION OF KEY PERSONNEL. The
Company's success will depend, in large part, on its
ability to retain and attract highly qualified personnel.
The Company's success in retaining its present staff and
in attracting additional qualified personnel will depend
on many factors, including its ability to provide them
with competitive compensation arrangements, equity
participation and other benefits.
7. GOVERNMENT REGULATION AND ENVIRONMENTAL CONCERNS.
The Company must comply with extensive federal, state and
local laws and regulations governing the mining industry
-6-
<PAGE> 13
and the protection of the environment. These laws have
jurisdiction over land, mineral rights and/or the surface
under which activities are proposed. In general,
administrative, compliance and environmental regulations
at the federal, state and local level pertaining to the
Company's business and properties include: 1) Surface
Impact, 2) Water Acquisition, 3) Site Access, 4)
Reclamation, 5) Wildlife Preservation, 6) Licenses and
Permits, and 7) Maintaining the Fees for unpatented mining
claims. Environmental regulations have had limited
impact on the Company through the end of fiscal 1995 because
its primary business is exploring and developing mining
properties, not operating them. Hence, the Company's
expenditures to date for required environmental compliance
have been limited and not material. During the fiscal
years ended September 30, 1995, 1994, 1993, and 1992,
Centurion expended a total of approximately $72,000
complying with the above requirements. The Company
currently is unaware of any properties in its control
that would require material expenditures outside the
normal range of operations. Subsequent to the end of
fiscal 1995, the Company completed the preliminary work
necessary to initiate the next phase of mining operations
at the Mammoth Mine in the Tintic Mining District and
properties under negotiation in Southwestern Utah.
Consequently, as the Company becomes more active within
its properties, it is reasonable to expect that compliance
with environmental regulations will substantially increase
costs to the Company. Such compliance may include
feasibility studies on the surface impact of the
Company's proposed operations, costs associated with
Minimizing surface impact, water treatment and
protection, reclamation activities including
rehabilitation of various sites, and on-going efforts
at alleviating the mining impact on wildlife. Moreover,
permits or bonds have been and may continue to be
required to ensure the Company's compliance with
applicable regulations. Future costs of compliance may
depend upon the extent and type of exploration and
testing required. There is no assurance that the
Company will be able to comply with requirements
imposed on future development, or that the Company
will be able to economically operate or even develop
operating mines under such regulations. Therefore,
management is not able to estimate those amounts at
this time.
In 1992, the U.S. Congress passed a number of amendments
to the General Mining Law of 1872, as amended (the 'General
Mining Law'), which governs mining claims and related
activities on federal lands. An annual holding fee of
$100 per claim was imposed, in addition to an annual filing
fee of $35, upon unpatented mining claims located on federal
lands. Since 1992, a variety of legislation has been
proposed to further amend the General Mining Law. The
proposed legislation may significantly impact royalty,
bonding requirements, and generally the exploration,
development, and mining of mineral deposits situated on
land owned by the U.S. government. Although such
legislative proposals have not been passed, the likelihood
or extent of subsequent enactments is not presently known
and the potential impact on the Company as a result of
congressional action is difficult to predict. No assurance
can be given that the proposed changes and new standards
that may be imposed by federal, state and local authorities
will not have materially adverse effects on the Company's
activities.
The Company is committed to complying with the various
federal, state and local regulations and, to its knowledge,
was in compliance during fiscal 1995.
-7-
<PAGE> 14
USE OF PROCEEDS
The Shares have been or will be issued to the Selling
Shareholders as awards under the Plan. Pursuant to the
Registration Statement, the Selling Shareholders may offer
their Shares for their own respective accounts and the
Company will not receive any part of the proceeds from the
sale thereof.
SELLING SHAREHOLDERS
The Selling Shareholders will be officers and directors
of the Company, shareholders who own 5% or more of the
outstanding Shares of the Company, and shareholders who
receive Shares pursuant to awards under the Plan ('Principal
Shareholders'). As of the date of this Reoffer Prospectus,
awards of the Shares and options to acquire Shares have been
made under the Plan to the following officers, directors and
principal shareholders.
<TABLE>
<CAPTION>
NUMBER OF SHARES
PRINCIPAL SHAREHOLDERS AWARDED ISSUED
<S> <C> <C>
Spenst M. Hansen 240,000<F1> 355,000
48 West 300 South
Suite 1401 North
SLC Utah 84101
OFFICERS AND DIRECTORS
Spenst M. Hansen SEE ABOVE SEE ABOVE
Orson Mabey III 80,000 <F2> 55,000
J.D.H (David) Morgan 80,000 <F2> 55,000
Mark D. Dotson 40,000 <F2> 15,000
Howard Crosby 96,000 <F3> 44,000
Carlos Chavez 25,000 <F4> 13,000
Randy W. Sutherland 7,200 <F5> 2,100
TOTAL: 568,500 239,400
<FN>
<F1> Represents an award of 55,000 shares as partial
compensation for service as a director and CEO of the
Company, and 300,000 shares acquired upon exercise of
Stock Options administered under the Plan. In addition,
Mr. Hansen holds non-security rights: (1) to be issued
15,000 shares each quarter through March 31, 1997, as
partial compensation for service as a director (10,000
shares) and CEO (20,000 shares); and (2) to be eligible
to receive Stock Options to acquire up to 180,000 Shares
at an exercise price of $1.50, accruing at a rate of
30,000 Stock Option rights each quarter through March
31, 1997, and expiring March 31, 1998 (10,000 accrue
for director service and 20,000 accrue for CEO service).
<F2> Awarded as partial compensation for service as a
director of the Company. In addition, Mr. Mabey, Mr.
Morgan and Mr. Dotson each hold non-security rights: (1)
to be issued 5,000 Shares each quarter through March 31,
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<PAGE> 15
1997, as partial compensation for service as a director;
and (2) to be eligible to receive Stock Options to acquire
up to 10,000 Shares under the same terms described in
Footnote 1.
<F3> Awarded as partial compensation for service as the
President, CEO and Chairman of the Board of Directors of
four consolidated subsidiaries of the Company, at a rate
of 4,000 Shares per month.
<F4> Awarded as partial compensation for service as
Secretary of the Company at a rate of 400 shares per
month, and including an award of 5,000 shares in Fiscal
1995 in lieu of salary.
<F5> Awarded as partial compensation for service as
Treasurer of the Company at a rate of 400 shares per month.
</FN>
</TABLE>
As further awards of the Shares and options to acquire the
Shares under the Plan are made to Selling Shareholders and
as Principal Shareholders acquire Shares upon the exercise
of stock options awarded under the plan, this Reoffer
Prospectus shall be updated to reflect those awards. As of
the date of this Reoffer Prospectus, the officers and
directors of the Company and the Principal Shareholders are
those persons listed in the Company's Annual Report on Form
10-K, as amended, for the period ended September 30, 1995,
on file with the Commission.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other
successors in interest. Such sales may be made in the
over-the-counter market, or otherwise at prices and at terms
then prevailing or at prices related to the then current
market price, or in negotiated transactions.
The Shares may be sold in one or more of the following ways:
(a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may position
and resell a portion of the block as principal to
facilitate the transaction;
(b) purchase by a broker or dealer as principal and resale
by such broker or dealer for its account pursuant to this
Reoffer Prospectus.
(c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the Selling Shareholders may
arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts from the
Selling Shareholders in amounts to be negotiated immediately
prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be
'underwriters' within the meaning of the Securities Act in
connection with such sales. In addition, any securities
covered by this Reoffer Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Reoffer Prospectus.
(d) private transactions at a negotiated price.
Upon the Company being notified by a Selling Shareholder that
any material arrangement has been entered into with a
broker-dealer for the sale of Shares through a block trade,
special offering, exchange distribution, or secondary
distribution or a purchase by a broker or dealer, a
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<PAGE> 16
supplemented prospectus will be filed, if required, pursuant
to Rule 424(c) under the Act, disclosing (i) the name of
each such Selling Shareholder and of the participating
broker-dealer(s), (ii) the number of Shares involved, (iii)
the price at which such Shares will be sold, (iv) the
commissions paid or discounts or concessions allowed to
such broker-dealers(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference
in this Reoffer Prospectus and (vi) other facts material
to the transaction.
The Selling Shareholders will be subject to anti-fraud and
anti-market manipulation rules under the Exchange Act in
connection with this offering. Rules 10b-2, 10b-6 and
10b-7, among others, effectively prohibit the Selling
Shareholders from purchasing the Company's common stock
while the Shares are being offered pursuant to this
Reoffer Prospectus.
The Company has agreed to indemnify the Selling
Shareholders and underwriters acting on their behalf
against certain liabilities, including liabilities under
the Securities Act, for material misrepresentations
contained, or omissions not contained, in this Prospectus.
The laws of certain states may require that sales of the
Shares offered hereby be conducted solely through the
brokers or dealers so registered in those states.
DESCRIPTION OF SECURITIES
AUTHORIZED CAPITAL
The Company is authorized to issue 30,000,000 shares of
common stock, $.01 par value, of which 24,387,821
were issued and outstanding as of March 1, 1996. All
outstanding shares are fully-paid and non-assessable.
As of March 1, 1996 there were approximately 720
shareholders of record.
DIVIDENDS
The holders of the common stock are entitled to dividends
as determined by the board of directors from legally
available funds. All shares of common stock have equal
rights to participate in any dividend, if, as and when
declared by the board of directors. The Company has not
paid any dividends and does not anticipate or contemplate
paying dividends in the foreseeable future. Management of
the Company presently intends to use earnings to finance
future growth and development.
VOTING RIGHTS
The holders of common stock are entitled to one vote for
each share of common stock held. The Shares do not have
the right to cumulative voting for directors, which means
that holders of more than 50% of the Shares voting for the
election of directors can elect all of the directors if
they choose to do so.
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<PAGE> 17
PRE-EMPTIVE RIGHTS
No shares have pre-emptive rights.
TRANSFER AGENT
OTC Stock Transfer, Inc., is transfer agent for the
Company's common stock. The address is P.O. Box 15600,
231 East 2100 South, Salt Lake City, Utah 84115. The
telephone number is 801/485-5554 and the facsimile number
is 801/486-0562.
RESTRICTIONS ON TRANSFERABILITY OF COMMON STOCK
During the effectiveness of the Registration Statement of
which this Reoffer Prospectus is a part, the Shares may be
sold and transferred subject to the requirement that the
Selling Shareholder and any underwriters acting on behalf
of such Selling Shareholder deliver this Reoffer Prospectus
to each offeree. After the Registration Statement ceases
to be effective, Shares purchased from the Selling Share-
holder or any underwriters acting on behalf of such Selling
Shareholder may be resold and transferred without the
filing of a subsequent registration statement.
The award of Shares or options to purchase Shares under
the Plan may be subject to contractual restrictions on
transferability. Any such contractual restriction will
be conspicuously noted on the certificates representing
the effective securities. No Shares may be sold hereunder
except in accordance with such contractual restrictions.
As of the date of this Reoffer Prospectus, no contractual
restrictions have been imposed on awards under the Plan.
WARRANTS AND OPTIONS
The Plan as amended authorizes the issuance of up to
1,500,000 Shares of the Company's common stock, or
options for such Shares, to key employees, officers
and directors of the Company. As of the date of this
Reoffer Prospectus, 1,052,497 Shares of common stock and
325,000 options exercised for acquiring Shares of
common stock have been granted pursuant to the Plan.
No warrants have been awarded as of the date of this
Reoffer Prospectus.
LEGAL MATTERS
The legality of the Shares offered hereby will be passed
upon for the Company by Carlos M. Chavez, Esq., Salt
Lake City, Utah.
EXPERTS
The consolidated financial statements and schedules
incorporated by reference in this Reoffer Prospectus and
elsewhere in the Form S-8 Registration Statement have been
audited by Jones, Jensen & Co., independent public
accountants, as indicated in their reports with respect
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<PAGE> 18
thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
Reference is made to said reports, which include an
explanatory paragraph with respect to the realizability
of the Company's investments in mineral properties as
discussed in Note 1 to the consolidated financial
statements.
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<PAGE> 19
