UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
SISKON GOLD CORPORATION
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(NAME OF ISSUER)
CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
829715-10-1
----------------------
(CUSIP Number)
Carl Seaman Frederick R. Cummings, Jr., Esq.
63 Hunting Ridge Road Warshaw Burstein Cohen
Greenwich, Connecticut 06831 Schlesinger & Kuh, LLP
555 Fifth Avenue
New York, New York 10017
(212) 984-7700
- --------------------------------------------------------------------------------
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
September 12, 1997
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(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: |_|
Page 1 of 7 Pages
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CUSIP NO. 829715-10-1
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1. Name of Reporting Person Carl Seaman
S.S. or I.R.S. Identification No.
of Above Person
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2. Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
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3. SEC Use Only
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4. Source of Funds PF
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5. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) [ ]
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6. Citizenship or Place of Organization United States
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7. Sole Voting 2,417,771
Power
----------------------------------
Number of Shares 8. Shared Voting -0-
Beneficially Owned Power
by Reporting ----------------------------------
Person With
9. Sole 2,417,771
Dispositive
Power
----------------------------------
10. Shared -0-
Dispositive
Power
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11. Aggregate Amount Beneficially
Owned By Each Reporting Person 2,417,771
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12. Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [X]
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13. Percent of Class Represented by
Amount in Row (11) 8.13%
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14. Type of Reporting Person IN
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Page 2 of 7 Pages
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This Amendment No. 8 amends, as set forth below, the Schedule 13D filed
on behalf of Carl Seaman with the Securities and Exchange Commission on October
2, 1991, as previously amended (the "Statement"). This Amendment reflects the
sale of 909,618 shares of the Issuer's Class A Common Stock, par value $.001 per
share ("Common Shares"). Except as amended hereby, the Statement remains in full
force and effect.
Item 1. Security and Issuer.
-------------------
This Statement relates to the Common Shares of Siskon Gold Corporation,
a corporation organized under the laws of California (the "Issuer"). The
Issuer's principal executive offices are located at 350 Crown Point Circle,
Suite 100, Grass Valley, California 95945.
Item 2. Identity and Background.
-----------------------
(a) Name: Carl Seaman
(b) Address: 63 Hunting Ridge Road, Greenwich, CT 06831
(c) Mr. Seaman is a private investor. His office address is
250 Park Avenue, Suite 2030, New York, New York 10017.
(d) During the last five years, Mr. Seaman has not been
convicted in a criminal proceeding.
(e) During the last five years, Mr. Seaman was not a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction which subjected Mr. Seaman 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 violations with respect to
such laws.
(f) Mr. Seaman is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Since this is the first amendment to Mr. Seaman's Schedule 13D filed in
the EDGAR electronic format, the following is a summary of Mr. Seaman's
acquisitions of securities of the Issuer, as reflected in the Schedule 13D and
Amendments 1-7 thereto:
Mr. Seaman originally acquired the Common Shares more than five years
prior to the date of this amended Statement in exchange for shares of two
Canadian corporations, Centurion Gold Ltd. and U.S. Precious Metals, Inc., which
were consolidated with
Page 3 of 7 Pages
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and into the Issuer. Such shares, and all Common Shares acquired thereafter,
were acquired with personal funds of Carl Seaman and his wife, Linda Seaman.
More than five years prior to the date of this amended Statement, Mr.
and Mrs. Seaman loaned $3,000,000 to the Issuer and received its $3,000,000 6%
Convertible Note. On December 23, 1992, Mr. Seaman purchased 750,000 Common
Shares of the Issuer in a private placement for $1,500,000. On November 8, 1994,
Mr. Seaman purchased 400 Units (each Unit consisting of one Common Share and a
Warrant to purchase one-half of a Common Share) in a private placement for
$2,000,000. On April 14, 1995, Mr. and Mrs. Seaman advanced $1,000,000 to the
Issuer; the principal amount of the Convertible Note was increased by that
amount plus interest accrued but unpaid on the Convertible Note.
The Issuer issued 309,723 Common Shares to Mr. Seaman as of November 9,
1995 pursuant to a limited "price protection" provision affecting securities
sold by the Issuer to Mr. Seaman and other investors in the November 8, 1994
private placement.
Mr. Seaman and Mrs. Seaman jointly advanced to the Issuer $1,000,000 on
each of August 11, 1995 and October 1, 1995, or $2,000,000 in the aggregate. In
connection with the $1,000,000 loan made on October 1, 1995, the Issuer agreed
to increase the interest rate on the entire indebtedness to Mr. Seaman and Mrs.
Seaman from 6% to 10% as of October 1, 1995.
On November 15, 1995, each of Mr. Seaman and Mrs. Seaman converted
$905,828.26 principal amount of the Convertible Notes ($1,811,656.52 in the
aggregate) into 353,839 Common Shares (707,678 Common Shares in the aggregate)
determined at a rate of one Common Share for every $2.56 principal amount
converted, all pursuant to that certain Debt Conversion and Modification
Agreement dated November 15, 1995 among the Issuer, Mr. Seaman, Mrs. Seaman,
Dana Manning and Jordan Seaman (the "Debt Conversion Agreement").
The Debt Conversion Agreement also extended the maturity date of the
Issuer's entire indebtedness to Mr. Seaman and Mrs. Seaman to November 15, 1998,
and provided that the first two years of interest payments thereunder would be
paid in Common Shares at the rate of one Common Share for each $2.56 of
interest, all as more fully set forth in the Amended and Restated Convertible
Note of the Issuer in the aggregate principal amount of $4,156,134.48 (the
"Amended and Restated Note"). On May 17, 1996, Mr. Seaman advanced $500,000 to
the Issuer and received its Project Finance Convertible Note due November 15,
1998. In payment of the interest due on November 15, 1996, 176,820 shares were
issued to Mr. and Mrs. Seaman (88,410 to each) for interest on the Amended and
Restated Note and 14,325 shares were issued to Mr. Seaman for interest on the
Project Finance Convertible Note.
Page 4 of 7 Pages
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By Waiver of Interest Payment in August, 1997, Mr. and Mrs. Seaman waived the
payment of interest due in Common Shares on November 15, 1997. Pursuant to an
Agreement dated March 30, 1992 between Mr. Seaman and Mrs. Seaman, as amended on
July 30, 1993 and on November 15, 1995 (the "Seaman Agreement"), each of them
has the independent right to convert up to one-half of the principal amount of
the Amended and Restated Note, and to receive one-half of any Common Shares
issued to them as interest thereunder.
Item 4. Purpose of the Transaction.
--------------------------
From September 12, 1997 through September 30, 1997, Mr. Seaman sold
909,618 Common Shares at prices of two cents ($.02) to two and one-half cents
($.025) per share in open market transactions. In its Quarterly Report on Form
10-QSB for the period ended June 30, 1997, the Issuer noted that it had ceased
mining operations and that its prospects for obtaining additional capital or
joint venture partners in the near future were unlikely. The Issuer stated that
it had put its properties on a care and maintenance basis, terminated its
contractual arrangements with its officers, and contributed its remaining
equipment, plant and supplies to others in exchange for an interest in net
profits from certain mining operations. Mr. Seaman intends to make additional
sales from time to time to the extent that there is a market for the Common
Shares. Mr. Seaman does not have any present plans or proposals which relate to
or would result in any of the transactions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of September 30, 1997, Mr. Seaman may be deemed to be the
beneficial owner of 2,417,771 Common Shares, representing approximately 8.13% of
the issued and outstanding Common Shares (based on 29,745,058 Common Shares
outstanding as of August 5, 1997, plus the 1,079,447 Common Shares issuable upon
exercise or conversion of securities held by Mr. Seaman that are exercisable or
convertible within 60 days), consisting of:
(i) 1,264,658 Common Shares owned directly by
Mr. Seaman;
(ii) 200,000 Common Shares issuable upon exercise of
warrants (the "Warrants") owned directly by Mr. Seaman. Each Warrant
entitles the holder to purchase one Common Share for a purchase price
of $6.00 per share at any time prior to the date that is two years from
the effective date of a registration statement registering the Common
Shares issuable upon exercise of the Warrants;
Page 5 of 7 Pages
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(iii) 593,733 Common Shares issuable to Mr. Seaman
upon conversion of the one-half of the $4,156,134.48 aggregate
principal amount of the Amended and Restated Note that he has the
independent right to convert (see below). The Amended and Restated Note
is convertible into Common Shares at a conversion price of $3.50 per
share and bears interest at the rate of 10% per annum. Pursuant to the
Seaman Agreement, as defined in Item 4 above, each of Mr. Seaman and
Mrs. Seaman has the independent right to convert up to one-half of the
principal amount of the Amended and Restated Note;
(iv) 285,714 Common Shares issuable to Mr. Seaman
upon conversion of the $500,000 Project Finance Convertible Note, which
is convertible into Common Shares at a conversion price of $1.75 per
share and bears interest at the rate of 10% per annum;
(v) 73,666 Common Shares owned directly by Carl &
Associates, a partnership of which Mr. Seaman holds an 80% equity
ownership interest and his two adult children hold the remaining 20%
equity ownership interests. Mr. Seaman possesses the sole power to vote
and to dispose of the Common Shares held by Carl & Associates. Mr.
Seaman disclaims beneficial ownership of 14,733 (or 20%) of the Common
Shares held by Carl & Associates.
Mr. Seaman's beneficial ownership set forth above does not
include (i) 946,676 Common Shares owned directly by Mrs. Seaman, and (ii)
593,733 Common Shares which may be acquired by Mrs. Seaman upon conversion of
the one-half of the $4,156,134.48 aggregate principal amount of the Amended and
Restated Note that Mrs. Seaman has the independent right to convert (as set
forth above). Mr. Seaman disclaims beneficial ownership of all Common Shares
held by Mrs. Seaman.
(b) Mr. Seaman has sole power to vote and to dispose of
2,417,771 Common Shares, including 200,000 Common Shares which he has the right
to acquire upon exercise of the Warrants, 593,733 Common Shares that he has the
right to acquire upon conversion of the one-half of the $4,156,134.48 aggregate
principal amount of the Amended and Restated Note that Mr. Seaman has the
independent right to convert (as set forth above) and 285,714 Common Shares that
he has the right to acquire upon conversion of the Project Finance Convertible
Note.
(c) Mr. Seaman has not engaged in any transactions in the
Common Shares during the 60 days preceding the date of this Statement, except as
set forth in Item 4 above.
Page 6 of 7 Pages
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
Mr. Seaman and Mrs. Seaman have agreed that each of them will have the
independent right to convert up to one-half of the principal amount of the
Amended and Restated Note (see Item 4 above).
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit A - Partnership Agreement of Carl &
Associates (previously filed).
Exhibit B - Agreement between Carl Seaman and Linda
Seaman dated as of March 30, 1992
(previously filed).
Exhibit C - Amendment dated as of July 30, 1993, to
Agreement between Carl Seaman and Linda
Seaman dated as of March 30, 1992
(previously filed).
Exhibit D - Debt Conversion and Modification Agreement
dated November 15, 1995 among Siskon Gold
Corporation, Carl Seaman, Linda Seaman,
Dana Manning and Jordan Seaman (previously
filed).
Exhibit E - Amended and Restated Convertible Note dated
November 15, 1995, $4,156,134.48 Aggregate
Principal Amount, Due November 15, 1998
(previously filed).
Exhibit F - Seaman/SJ Gold Agreement dated November
15, 1995 among SJ Gold Holdings, Inc., Carl
Seaman, Linda Seaman, Dana Manning and
Jordan Seaman (previously filed).
Exhibit G - Amendment No. 2 dated November 15, 1995 to
Agreement between Carl Seaman and Linda
Seaman dated as of March 30, 1992
(previously filed).
SIGNATURE
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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, 1997
/s/ CARL SEAMAN
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Carl Seaman
Page 7 of 7 Pages
