<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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)
September 26, 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 /X/. (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 5 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 5,721,128
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ---------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 5,721,128
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,721,128
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
<PAGE> 3
Item 5 of the Schedule 13D filed by the reporting person, Vengold Inc.
("Vengold") on November 24, 1995, as amended by Amendment No. 1 to Form 13D
filed May 26, 1996, is amended and restated in its entirety to read as follows:
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) Vengold may be deemed to be the beneficial owner of 5,721,128
shares of the Class A Common, representing approximately 30% of the issued and
outstanding shares of the Class A Common (based on approximately 18,519,391
shares of Class A Common outstanding as of September 30, 1996, which includes
the November 15, 1995 conversion of a portion of the Seamans' debt (as defined
below in Item 3) 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) 73,203 shares of Class A Common received by Vengold as
interest on the Convertible Note;
(ii) 781,250 shares of Class A Common issued upon
conversion of the 39,062.5 Series 2 Shares owned by Vengold. Each Series 2
Share was convertible 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 5,721,128 Class A Common issuable upon
conversion the Convertible Note and upon exercise of the Series Y Warrant and
the Series Z Warrant.
PAGE 3 OF 5 PAGES
<PAGE> 4
(c) Pursuant to the Seamans/SJ Gold Agreement (as defined above in
Item 3), 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 below, Vengold has not engaged in any
transactions in the Class A Common during the 60 days preceding the date of
this statement.
<TABLE>
<CAPTION>
SUMMARY OF VENGOLD PUBLIC SALES OF SISKON SHARES
------------------------------------------------
NUMBER OF SALES PRICE
DATE OF SALE SHARES PER SHARE
------------ ------ ---------
<S> <C> <C>
04-Sep-96 31,000 $2.036
04-Sep-96 43,000 $1.881
05-Sep-96 19,000 $1.876
06-Sep-96 6,000 $1.875
09-Sep-96 13,900 $1.884
10-Sep-96 32,500 $1.875
11-Sep-96 15,000 $1.875
12-Sep-96 65,000 $1.875
17-Sep-96 46,000 $1.875
23-Sep-96 10,000 $1.906
26-Sep-96 3,800 $1.875
30-Sep-96 20,000 $1.875
-------
TOTAL 305,200
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR
RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUES.
Item 6 of the Schedule 13D filed by Vengold, as amended by Amendment
No. 1, is amended by deleting any and all reference to the Standstill Agreement
between Vengold and the Issuer. The parties have mutually agreed to terminate
this Standstill Agreement.
[THIS SPACE INTENTIONALLY LEFT BLANK]
PAGE 4 OF 5 PAGES
<PAGE> 5
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: October 7, 1996
VENGOLD INC.
/s/ Ian W. Telfer
---------------------------------------
By: Ian W. Telfer
Its: President
PAGE 5 OF 5 PAGES
