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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Fischer-Watt Gold Company, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
337730-10-5
- --------------------------------------------------------------------------------
(CUSIP Number)
James Michael Seed, c/o The Astra Ventures
One Citizens Plaza, Suite 910
Providence, Rhode Island 02903 (401) 331-6652
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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 filed 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 the
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).
(Continued on following page(s))
<PAGE>
CUSIP No. 337730-10-5 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
James Michael Seed
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 410,600
BENEFICIALLY ----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 4,166,300
REPORTING ----------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
410,600
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
4,166,300
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,576,900
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
-------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.95%
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14. TYPE OF REPORTING PERSON (See Instructions)
IN
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2
<PAGE>
CUSIP No. 337730-10-5 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
James Michael Seed Trust, Grace Seed and Richard M. C. Glenn,
Co-Trustees
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
41-6029622
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 3,900,500
REPORTING ----------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,900,500
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,900,500
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
-------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.18%
--------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (See Instructions)
00
-------------------------------------------------------------------------
3
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock, $0.001 Par Value (the "Common
Stock"), of Fischer-Watt Gold Company, Inc. (the "Company"), the principal
offices of which are located at 1621 North 3rd Street, Suite 1000, Coeur
d'Alene, ID 83814.
On June 2, 1998, a Schedule 13D relating to James Michael Seed's ownership
of such securities on May 22, 1998 was filed with the Commission. In preparing
this amended filing, it was discovered that certain typographical, mathematical
and other errors existed. This filing, therefore, amends and replaces in its
entirety such filing and, in addition, relates to a notarial change in ownership
occurring on September 12, 1998.
Item 2. Identity and Background
Reporting Person: James Michael Seed. James Michael Seed resides at 192
Cedar Street, East Greenwich, Rhode Island 02818. He is the Chairman and
President of Astra Ventures, located at One Citizens Place, Suite 910,
Providence, Rhode Island 02903.
Reporting Person: James Michael Seed Trust, Grace Seed and Richard M.C.
Glenn, Esq., Co-Trustees. The business address of each of Grace Seed and Richard
M.C. Glenn, Esq., Co-Trustees, James Michael Seed Trust, is One Citizens Place,
Suite 910, Providence, Rhode Island 02903.
None of the reporting persons have been convicted in any criminal
proceedings in the past five years.
None of the reporting persons were, during the past five years, or are
subject to a judgment, decree or final order 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 resulting from any civil
proceeding of a judicial or administrative body of competent jurisdiction
All of the reporting persons are United States citizens. The James Michael
Seed Trust was created in Minnesota.
Item 3. Source and Amount of Funds or Other Consideration
Event to which original filing relates: On May 22, 1998, the
James Michael Seed Trust entered into a Subscription Agreement
with Fischer-Watt Gold Company, Inc., pursuant to which the
James Michael Seed Trust agreed to purchase 714,300 Units for an
aggregate purchase price of $100,002, each Unit consisting of
two shares of the Common Stock and one Warrant to purchase a
share of the Common Stock, exercisable at any time prior to
December 31, 1999. The James Michael Seed Trust paid such
purchase price in cash directly from its trust assets. No funds
were borrowed to finance the purchase.
4
<PAGE>
Material change to which this filing relates: On September 12,
1998, the James Michael Seed Trust entered into a Subscription
Agreement with Fischer-Watt Gold Company, Inc., pursuant to
which the James Michael Seed Trust agreed to purchase 300,000
Units for an aggregate purchase price of $30,000, each Unit
consisting of two shares of the Common Stock and one Warrant to
purchase a share of the Common Stock, exercisable at any time
prior to February 28, 2000. The James Michael Seed Trust paid
such purchase price in cash directly from its trust assets. No
funds were borrowed to finance the purchase.
Item 4. Purpose of Transaction
The securities of the issuer were acquired for investment purposes only.
Item 5. Interest in Securities of the Issuer
a) & b) The following table sets forth the beneficial ownership of the Common
Stock as of September 25, 1998 of the persons filing this statement:
<TABLE>
<CAPTION>
Deemed to Deemed to
Deemed to Deemed to Have Sole Have Shared
Have Sole Have Shared Power to Power to
Power to Power to Dispose or Dispose or
Reporting Vote or to Vote or Direct Direct
Person Direct Vote Direct Vote Disposition Disposition
- --------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
James M. Seed 410,600(1) 4,166,300(2) 410,600(1) 4,166,300(2)
Grace Seed and 3,900,500(3) -0- 3,900,500(3) -0-
Richard M.C.
Glenn, Esq.,
Co-Trustees,
James Michael
Seed Trust
</TABLE>
(1) Includes 5,700 shares of Common Stock owned directly by James Michael Seed,
an option to purchase 100,000 shares of the Common Stock owned directly by James
Michael Seed, and 304,900 shares of the Common Stock owned directly by the Fred
M. Seed Annuity Trust, of which James Michael Seed is the sole trustee.
(2) Includes 265,800 shares of the Common Stock owned directly by the Fred M.
Seed Foundation, of which James Michael Seed and Grace Seed are directors and
officers, as well as 2,886,200 shares of the Common Stock and warrants to
purchase an additional 1,014,300 shares of the Common Stock owned directly by
the James Michael Seed Trust, of which James Michael Seed is the sole
beneficiary.
(3) Includes 2,886,200 shares of the Common Stock and warrants to purchase an
additional 1,014,300 shares of the Common Stock owned directly by the James
Michael Seed Trust, of which James Michael Seed is the sole beneficiary.
c) Except for the transaction described in the second paragraph of Item 3 on
this Schedule 1 3D, which description is incorporated herein by reference,
there were no transactions in the Common Stock effected by James Michael
Seed or the James Michael Seed Trust in the past sixty days.
d) In addition to the reporting persons, the following persons have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock to which this Schedule 13D
relates:
5
<PAGE>
1) The trust agreement relating to the Fred M. Seed Annuity Trust, the
sole trustee of which is James Michael Seed, provides for the
distribution of certain amounts of trust income and principal to the
six grandchildren of Fred M. Seed, James Michael Seed's father. As the
Fred M. Seed Annuity Trust does not own more than five percent of the
Common Stock, none of the beneficiaries' interests relate to more than
five percent of the Common Stock.
2) In addition to James Michael Seed, the officers and directors of the
Fred M. Seed Foundation are James Michael Seed's mother, Grace Seed,
and brother, John C. Seed. As the Fred M. Seed Foundation does not own
own more than five percent of the Common Stock, none of the directors'
and officers' interests relate to more than five percent of the Common
Stock.
e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The trust agreement relating to the James Michael Seed Trust provides
that the Co-Trustees may act without guidance or direction from James
Michael Seed. However, the relationship of the Co-Trustees and James
Michael Seed is such that the Co-Trustees act in concert with the decisions
of James Michael Seed regarding shares of Common Stock.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Joint Reporting Agreement
6
<PAGE>
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.
Date: October 14, 1998 /s/ James Michael Seed
-----------------------------------
Signature
James Michael Seed
-----------------------------------
Name/Title
JAMES MICHAEL SEED TRUST
Date: October 14, 1998 /s/ Grace Seed
-----------------------------------
Signature
Grace Seed, Co-Trustee
-----------------------------------
Name/Title
Date: October 15, 1998 /s/ Richard M.C. Glenn
-----------------------------------
Signature
Richard M.C. Glenn, Esq.,Co-Trustee
-----------------------------------
Name/Title
7
EXHIBIT 1
JOINT REPORTING AGREEMENT
In consideration of the mutual covenants herein contained, each of the
parties hereto represents to and agrees with the other party as follows:
1. Such party is eligible to file a statement on Schedule 13D under the
Securities Exchange Act of 1934, as amended, pertaining to the Common
Stock, $0.001 Par Value, of Fischer-Watt Gold Company, Inc. (the
"Company").
2. Such party is responsible for timely filing of such statement and any
amendments thereto, and for the completeness and accuracy of the
information concerning such party contained therein; provided that
such party is not responsible for the completeness or accuracy of the
information concerning the other party making the filing, unless such
party knows or has reason to believe that such information is
inaccurate.
This agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original instrument; provided that all of such
counterparts taken together shall constitute but one agreement.
JAMES MICHAEL SEED TRUST
/s/ James Michael Seed /s/ Grace Seed
- ----------------------------------- ---------------------------------------
James Michael Seed Grace Seed, Co-Trustee
Date: October 14, 1998 Date: October 14, 1998
/s/ Richard M.C. Glenn
---------------------------------------
Richard M.C. Glenn, Esq., Co-Trustee
Date: October 15, 1998
