UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
CENTURION MINES CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
156422 10 7
(CUSIP Number)
RANDY SUTHERLAND, 331 SOUTH RIO GRANDE, #201, SALT LAKE CITY, UTAH 84101-1121
801-534-1120
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
APRIL 11, 1997
(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
<PAGE>
CUSIP NO.156422 10 7 PAGE 2 OF 5 PAGES
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SPENST HANSEN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER (As of April 11, 1997.)
SHARES 4,642,062 WITH A RIGHT TO ACQUIRE AN ADDITIONAL
BENEFICIALLY 140,000 SHARES.
OWNED BY
EACH 8 SHARED VOTING POWER (As of April 11, 1997.)
REPORTING -0-
PERSON
WITH 9 SOLE DISPOSITIVE POWER (As of April 11, 1997.)
4,642,062 WITH A RIGHT TO ACQUIRE AN ADDITIONAL
140,000 SHARES.
10 SHARED DISPOSITIVE POWER (As of April 11, 1997.)
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
AS OF APRIL 11, 1997, SPENST HANSEN BENEFICIALLY OWNED
4,642,062 WITH A RIGHT TO ACQUIRE AN ADDITIONAL 140,000 SHARES.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(As of April 11, 1997):
16.4% (16.8% IF ADDITIONAL 140,000 SHARES ARE ACQUIRED)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO.156422 10 7 PAGE 3 OF 5 PAGES
ITEM. 1 SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates is the Common
Stock of Centurion Mines Corporation (the "Issuer"). Its principal executive
offices are located at 331 So. Rio Grande, Suite 201, Salt Lake City, Utah.
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME Spenst Hansen, a natural person.
(b) BUSINESS 331 So. Rio Grande, Suite 201, Salt Lake City, Utah.
ADDRESS
(c) PRINCIPAL As of April 11, 1997: President, CEO and Chairman of Board of
OCCUPATION Directors of Centurion Mines Corporation, 331 So. Rio Grande,
Suite 201, Salt Lake City, Utah.
(d) CONVICTIONS Spenst Hansen has not, during the past five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) CIVIL Spenst Hansen has not, during the past five years, been
PROCEEDINGS a party to a civil proceeding of a judicial or administrative
body as a result of which a judgment, decree, or final
order has been issued enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect
to such laws.
(f) CITIZENSHIP Spenst Hansen is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since September 22, 1988, the date of the first event that required the
filing of this Schedule 13D, Mr. Hansen has acquired additional equity
securities, in part, through the receipt of common stock and the exercise of
options for the purchase of common stock, all of which were granted to him
quarterly by the Company for his services as President and CEO of the Company
and as Chairman of the Board of Directors, and in part, as consideration in
lieu of cash to reimburse him for moneys expended or advanced by Mr. Hansen
for or to the Company and to repay loans made by him to the Company. Mr.
Hansen paid $1.50 per share from his personal funds to purchase the shares
he acquired through the exercise of options. The shares granted to him for
his services as director and officer of the Company were issued as restricted
stock up through the third quarter of fiscal 1993. Following that, all such
shares were issued or available for issuance as free-trade stock pursuant to
the registration statement made on Form S-8, as amended, in conformance with
the Company's 1991 Stock Option and Award Plan, as amended. The shares of
common stock he received as consideration in lieu of cash were valued at from
15 to 25 percent below the market price on the issuance date. Pursuant to
Rule 144, all grants of shares that were issued as restricted stock were
and continue to be subject to all applicable holding periods and other
restrictions.
<PAGE>
CUSIP NO.156422 10 7 PAGE 4 OF 5 PAGES
ITEM 4. PURPOSE OF TRANSACTION.
(a) Mr. Hansen holds these shares of the Issuer for investment purposes
and does not plan to transfer or sell the shares, except as may be
necessary.
Other than as described above, Mr. Hansen does not hold these shares with any
present plan or proposal that relates to or would result in:
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any subsidiary
thereof;
(c) a sale or transfer of a material amount of assets of the Issuer or any
subsidiary thereof;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or divided policy of
the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter or bylaws or other actions which may
impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
stock exchange or to cease to be authorized to be quoted on NASDAQ;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(j) any action similar to any of those enumerated above.
Nevertheless, Mr. Hansen will continue to review his investment in the Issuer
and reserves the right to modify his intentions with respect to any or all of
such matters.
<PAGE>
CUSIP NO.156422 10 7 PAGE 5 OF 5 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of April 11, 1997, Mr. Hansen owned beneficially and of record
4,642,062 shares of common stock, representing 16.4% of the shares
issued and outstanding. As of April 11, 1997, Mr. Hansen had the
right to purchase an additional 140,000 shares, which would increase
his share ownership to 4,782,062 shares or 16.8%.
As of April 11, 1997, Mr. Hansen owned the Issuer's common stock as
follows:
(b) Mr. Hansen has the sole power to vote and to dispose of the shares.
(c) During the sixty days preceding April 11, 1997, Mr. Hansen did not
sell any shares of the common stock of the Issuer.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, Mr. Hansen's shares of common stock.
(e) Mr. Hansen continues to be the beneficial owner of more than five
percent of the outstanding common stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As a director of the Issuer, Mr. Hansen is entitled to receive as of
April 11, 1997, a quarterly grant of common stock in the aggregate
amount of 15,000 shares and options to purchase up to 30,000 shares
of the Issuer's common stock at a price of $1.50 per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
NONE.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
SPENST HANSEN
Date: April 11, 1997 /s/ Spenst Hansen
<PAGE>
