<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
SISKON GOLD CORPORATION
- -------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.001 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
829715-10-1
-------------------------------------------------------
(CUSIP Number)
Glenn A. Ives J. Hovey Kemp, Esq.
Vengold Inc. Davis, Graham & Stubbs LLP
200 Burrard Street, Suite 1788 1225 New York Avenue, Suite 1200
Vancouver, BC V6C 3L6 Canada Washington, D.C. 20005-3919
(604) 664-7050 (202) 822-8660
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 21, 1996
------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing 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.)
<PAGE> 2
SCHEDULE 13D
- ---------------------------------------- ----------------------
CUSIP No. 829715-10-1 Page 2 of 9 Pages
--------------------------- ----------------------
- ----------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vengold Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 5,997,111
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
5,997,111
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,997,111
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of the Class A Common Stock, par
value $.001 per share (the "Class A Common") of Siskon Gold Corporation (the
"Issuer"). The address of the Issuer is 350 Crown Point Circle, Suite 100,
Grass Valley, California 95945.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement is Vengold Inc., a corporation
continued under the Canada Business Corporations Act ("Vengold"), which is the
sole stockholder of SJ Gold Holdings Inc., a Delaware corporation ("SJ Gold").
Vengold is engaged in the exploration, development and extraction of minerals.
Vengold's and SJ Gold's principal business and office address is 200 Burrard
Street, Suite 1788, Vancouver, British Columbia V6C 3L6 Canada.
Vengold has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the past five years.
During the past five years Vengold has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
has or would subject it 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.
Vengold is a corporation domiciled in Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
The cash consideration of $5,000,000 for the purchase of the
securities was made from Vengold's general working capital.
ITEM 4. PURPOSE OF TRANSACTION.
On November 15, 1995, Vengold, through its wholly owned subsidiary, SJ
Gold, acquired (i) 39,062.5 shares of Series 2 Class B Common Stock of the
Issuer (the "Series 2 Shares") for a purchase price of $51.20 per share (an
aggregate purchase price of $2,000,000), which shares are convertible at the
option of SJ Gold into 781,250 shares of the Issuer's Class A Common Stock
("Class A Common") (which conversion equates to a price for the underlying
Class A Common of $2.56 per share); (ii) a convertible secured note of the
Issuer (the "Convertible Note") in the principal amount of $3,000,000,
convertible into 1,171,875 shares of the Issuer's Class A Common at a
conversion price of $2.56 per share; (iii) Series Y Warrants of the Issuer (the
"Series Y Warrants") exercisable for up to 2,000,000 shares of the Issuer's
Class A Common on or before December 31, 1996, at an exercise price of $3.50
per share; and (iv) Series Z Warrants of the Issuer (the "Series Z Warrants")
exercisable for up to
PAGE 3 OF 9 PAGES
<PAGE> 4
2,000,000 shares of the Issuer's Class A Common on or before November 15, 1997,
at an exercise price of $4.00 per share.
Vengold, through SJ Gold, initially acquired the Series 2 Shares, the
Convertible Note, the Series Y Warrants and the Series Z Warrants
(collectively, the "Securities") for investment purposes. Pursuant to a
Standstill Agreement with the Issuer, Vengold was prohibited until March 14,
1996 from acquiring any additional shares of the capital stock of the Issuer or
initiating or soliciting any tender offer, business combination, voting
agreement or other arrangement with respect to control or acquisition of the
Issuer without the approval of a majority of the Issuer's Board of Directors
not affiliated with or elected by Vengold.
As a condition to Vengold's investment in the Issuer, a new class of
capital stock (the Series 2 Shares) was created. The Series 2 Shares are
common shares and vote with the holders of the Class A Common as a single class
(on a converted basis). However, pursuant to the Certificate of Determination
relating to the Series 2 Shares, Vengold was entitled to elect two directors to
the Issuer's Board of Directors. Messrs. Glenn A. Ives and Robert J.
Gallagher, each an officer of Vengold, were appointed by the Issuer's Board of
Directors as directors ("Vengold's Director Designees"). Pursuant to the
Purchase Agreement, the Issuer also agreed to create a Budget Committee to
oversee management's preparation and implementation of budgets for the
development of the Issuer's San Juan Property and the exploration and
development of the Issuer's Big Horn Property. The Budget Committee was
comprised of three directors, two of which were Vengold's Director Designees.
The provisions of the underlying agreements which established the Budget
Committee provided that it was to remain in place so long as the funds made
available to the Issuer through Vengold's purchase of the Securities had not
been fully expended. The non-Vengold Directors took the position that the
Vengold funds had been fully expended and voted to dissolve the Budget
Committee on May 21, 1996. In light of such action by the Board, Messrs. Ives
and Gallagher determined that their presence on the Issuer's Board of Directors
was no longer necessary and they resigned effective May 21, 1996.
Vengold intends to review on a continuing basis its interest in the
Issuer and its other business opportunities, and, depending upon its evaluation
of the Issuer's operations and prospects, market conditions for the Issuer's
mineral production and different business opportunities presented to Vengold,
it may determine to pursue other courses of action, including exploring the
feasibility of selling all or a portion of Vengold's interest in the Issuer.
Pursuant to the Stock, Note and Warrant Purchase Agreement dated November 15,
1995 between Vengold, SJ Gold and the Issuer (the "Purchase Agreement"),
Vengold has requested that the Issuer effect a registration with the Securities
and Exchange Commission with respect to all the Class A Common shares currently
held by Vengold or available to Vengold upon conversion of any of the other
Securities owned by Vengold.
Except as described above, Vengold has no present plans or intentions
that relate to or would result in any of the transactions described in
paragraph (a) through (i) of Item 4 of Schedule 13D.
PAGE 4 OF 9 PAGES
<PAGE> 5
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) Vengold may be deemed to be the beneficial owner of 5,997,111
shares of the Class A Common, representing approximately 35% of the issued and
outstanding shares of the Class A Common (based on approximately 17,037,055
shares of Class A Common outstanding as of March 31, 1996, which includes the
November 15, 1995 conversion of a portion of the Seamans' debt (as defined
below in Item 6) and the required conversion of an additional portion of the
Seamans' debt which will occur upon Vengold's exercise of its Y Warrant),
consisting of:
(i) 43,986 shares of Class A Common received by
Vengold as interest on the Convertible Note;
(ii) 781,250 shares of Class A Common issuable
upon conversion of the 39,062.5 outstanding Series 2 Shares. Each Series 2
Share is convertible at any time into twenty (20) shares of Class A Common;
(iii) 2,000,000 shares of Class A Common issuable
upon exercise of the Series Y Warrants. Each Series Y Warrant entitles the
holder to purchase one share of Class A Common for a purchase price of $3.50
per share at any time prior to December 31, 1996;
(iv) 2,000,000 shares of Class A Common issuable
upon exercise of the Series Z Warrants. Each Series Z Warrant entitles the
holder to purchase one share of Class A Common for a purchase price of $4.00
per share at any time prior to November 15, 1997; and
(v) 1,171,875 shares of Class A Common issuable
upon conversion of the Convertible Note in the principal amount of $3,000,000.
The Convertible Note is convertible into shares of Class A Common at a
conversion price of $2.56 per share at any time prior to maturity thereof
(maturity being November 15, 1998) and bears interest at the rate of 10% per
annum. The first two payments of interest on the note will be paid to Vengold
in the form of Class A Common and the third interest payment in the form of
cash. The Convertible Note is secured by a lien on certain property of the
Issuer, which lien is pari passu with a lien on the assets of the Issuer held
by the Seamans, who hold the Issuer's pre-existing convertible debt.
All of the foregoing Securities are held by SJ Gold, the wholly-owned
subsidiary of Vengold.
(b) Vengold, through its wholly-owned subsidiary SJ Gold, has sole
power to vote and to dispose of the 5,997,111 Class A Common issuable upon
conversion of the Series 2 Shares and the Convertible Note and upon exercise of
the Series Y Warrant and the Series Z Warrant. Notwithstanding the foregoing,
Vengold has provided the Issuer with a three-year right of first refusal for 30
days which will be triggered upon notice of an intent to dispose of any of the
Securities or the underlying shares of Class A Common in a private sale.
PAGE 5 OF 9 PAGES
<PAGE> 6
(c) Pursuant to the Seamans/SJ Gold Agreement (as defined below in
Item 6), Vengold has been granted a one-year right of first refusal covering
the shares of Class A Common beneficially owned by the Seamans, a significant
stockholder of the Issuer.
(d) Except as set forth in Item 4 above, Vengold has not engaged
in any transactions in the Class A Common during the 60 days preceding the date
of this statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
Pursuant to the Purchase Agreement, SJ Gold purchased the Securities
for an aggregate consideration of $5,000,000. The proceeds of the investment
by Vengold are to be used by the Issuer for the development of the Issuer's San
Juan Property (a gold mine located in Nevada County, California) and the
exploration and development of the Issuer's Big Horn Property (a potential gold
mine located in Los Angeles County, California). In consideration for such
investment, the Issuer granted Vengold the following rights:
(i) affirmative and negative covenants requiring
Vengold's consent for the Issuer to (a) enter into any sale or disposition of
substantial assets; (b) engage in any acquisitions or mergers; (c) make any
significant capital expenditures; (d) amend the Issuer's certificate of
incorporation or bylaws; (d) sell any shares of capital stock (except pursuant
to existing stock option plans or a public offering); or (e) liquidate,
dissolve or effect a recapitalization or reorganization;
(ii) preemptive rights allowing Vengold to
maintain its fully-diluted percentage interest in the Issuer on any new
offerings of the Issuer's capital stock except pursuant to stock option plans
or a public offering;
(iii) demand registration rights for the resale of
Vengold's shares of Class A Common on any one occasion which Vengold exercised
on May 21, 1996 or the right to include such shares in any offering by the
Issuer, in each case at the Issuer's expense; and
(iv) the right of Vengold to appoint two directors
to the Issuer's Board of Directors, two members to the Budget Committee and at
least one member to any other committee of the Issuer's Board of Directors.
Pursuant to the Certificate of Determination with respect to the
Series 2 Shares, Vengold as the beneficial owner of all outstanding Series 2
Shares was entitled to elect two (out of a total of six) directors to the Board
of Directors of the Issuer. In order to facilitate this right, Mr. David A.
Lawler resigned from the Board of Directors of the Issuer and the Board was
increased from five to six members. As discussed in item 4, Vengold's Director
Designees have subsequently resigned from the Issuer's Board of Directors.
Concurrently with the Purchase Agreement, Vengold also entered into a
Standstill Agreement (the "Standstill Agreement") with the Issuer and two
members of the Issuer's
PAGE 6 OF 9 PAGES
<PAGE> 7
management (the "Managers"). Pursuant to the Standstill Agreement, the parties
thereto agreed to the following:
(i) Until March 15, 1996, Vengold will not
initiate, solicit or otherwise engage in any merger, tender offer, proxy
solicitation, acquisition of shares or other action which might result in the
acquisition of the Issuer unless such action was approved by a majority of the
directors of the Issuer not elected by the Series 2 Shares and not affiliated
with Vengold;
(ii) Until November 15, 1996 (the "Option
Period"), the Managers have agreed not to sell any of their shares of the Class
A Common without first offering them to Vengold at the price offered by a third
party;
(iii) Until the expiration of the Option Period,
the Issuer has agreed not to sell any additional shares of its Class A Common
(except pursuant to a public offering or pursuant to an employee stock plan)
without first offering them to Vengold at the offering price thereof;
(iv) Until November 15, 1998, Vengold has agreed
not to sell any of the Securities (other than in a public offering) without
first offering them to the Issuer at the price offered by a third party; and
(v) Until February 14, 1996, the Issuer agreed
not to solicit or initiate any discussions with respect to the acquisition of
the Issuer by any party other than Vengold, except as required by applicable
law.
As a condition to the purchase of the Securities, Vengold entered into
an intercreditor agreement with each of Carl Seaman, Linda Seaman, Dana Manning
and Jordan Seaman (collectively, the "Seamans") (the "Seaman/SJ Gold
Agreement") on November 15, 1995. Pursuant to the Seaman/SJ Gold Agreement,
the parties thereto agreed to the following:
(i) Vengold and the Seamans agreed that with
respect to the collateral securing their respective convertible loans to the
Issuer, they will have identical and co-extensive security interests and all
rights and collateral will be shared between the parties on a pari passu basis;
and
(ii) Until November 15, 1996, the Seamans agreed
not to sell any of their Securities without first offering them to Vengold at
the price offered by a third party.
As a condition to Vengold's purchase of the Securities, the Issuer
entered into a Debt Conversion and Modification Agreement (the "Seaman
Agreement") with the Seamans. Pursuant to the Seaman Agreement, the Issuer and
the Seamans agreed to the following:
(i) The Issuer agreed to prepay $1,811,656.52 in
principal and accrued interest on the convertible debt of the Seamans by
issuing to the Seamans 707,678 shares of the Issuer's Class A Common in
exchange therefor;
PAGE 7 OF 9 PAGES
<PAGE> 8
(ii) Upon the exercise of the Series Y Warrants by
Vengold, the Issuer agreed to prepay $1,811,656.51 in principal and accrued
interest on the convertible debt of the Seamans by issuing to the Seamans
517,616 shares of the Issuer's Class A Common in exchange therefor;
(iii) To extend all remaining principal payments on
the convertible debt owed to the Seamans until November 15, 1998; and
(iv) To pay all interest on the Seamans' convertible
debt for the next two years in shares of the Issuer's Class A Common.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Stock, Note and Warrant Purchase Agreement
between Issuer, Vengold Inc. and SJ Gold
Holdings Inc. dated November 15, 1995
(without Exhibits)
Exhibit B - Standstill Agreement (Agreement Not to
Acquire Additional Shares, Right of First
Offer Agreement on Additional Shares, Right
of First Refusal Agreement on Certain Shares,
No-Shop Agreement) among the Issuer, Vengold,
SJ Gold, Timothy A. Callaway and Michael
Epstein dated November 15, 1995
Exhibit C - $3,000,000 Convertible Note of the Issuer
dated November 15, 1995 payable to SJ Gold
Exhibit D - Series Y Warrant for the purchase of
2,000,000 shares of Class A Common of the
Issuer
Exhibit E - Series Z Warrant for the purchase of
2,000,000 shares of Class A Common of the
Issuer
Exhibit F - Certificate of Determination of the Issuer's
Series 2 Class B Common Stock
Exhibit G - Seaman/SJ Gold Agreement (Intercreditor
Arrangements, Right of First Refusal) between
SJ Gold and the Seamans dated November 15,
1995
[THIS SPACE INTENTIONALLY LEFT BLANK]
PAGE 8 OF 9 PAGES
<PAGE> 9
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, correct and
complete.
Dated: May 28, 1996
VENGOLD INC.
/s/ Ian W. Telfer
------------------------------
By: Ian W. Telfer
Its: President
PAGE 9 OF 9 PAGES
