<PAGE>
As filed with the Securities and Exchange Commission on May ___, 1995.
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
Alta Gold Co.
(Exact name of registrant as specified in charter)
Nevada 87-0259249
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Alta Gold Co. Stuart A. Fredman
601 Whitney Ranch Drive Parsons Behle & Latimer
Suite 10 201 South Main Street, Suite 1800
Henderson, Nevada 89014 Salt Lake City, Utah 84111
(702) 433-8525 (801) 532-1234
(Address, including zip code, (Name, address, including zipcode,
and telephone number, and telephone number,
including area code, of including area code, of agent
Registrant's principal for service)
executive offices)
------------------------------------------------------------------
Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ___
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. X
----
CALCULATION OF REGISTRATION FEE
Title of each class Amount Proposed Proposed maximum Amount
of security to be to be maximum aggregate offering of
registered registered offering price registration
price per unit fee
- -------------------- ---------- -------------- ---------------- ------------
Common Stock
($.001 par value) 881,778 $1.16 (1) $1,022,862 $393.06 (2)
<PAGE>
(1) Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457 based on the
prices per share of Registrant's Common Stock on
April 28, 1995 as reported on NASDAQ.
(2) Consisting of a registration fee of $184.53 for 461,095
shares of common stock at a price per share of $1.16
on April 28, 1995 as reported on NASDAQ, and
$208.53 as a filing fee previously submitted to the
Securities and Exchange Commission for 420,683
shares of common stock at a price per share of
$1.4375 on September 6, 1994 as reported on
NASDAQ.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until this Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities
may not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell, or the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MAY ___, 1995 <r/>
PROSPECTUS
881,778 SHARES
<r/>
ALTA GOLD CO.
COMMON STOCK
This Prospectus relates to the offer of
881,778 <r/> shares of the
common stock, par value $.001 per share (the "Shares") of Alta Gold
Co. (the "Company") on behalf of Cominco American Resources
Incorporated ("Cominco") and USMX, INC. ("USMX"). Cominco and
USMX are sometimes collectively referred to herein as the "Selling
Stockholders". The Company will not receive any of the proceeds
from the sale of the Shares by the Selling Stockholders. See
"Selling Stockholders".
The Company's common stock is traded in the over-the
counter market and is quoted on the National Market System of the
National Association of Securities Dealers Automated Quotations
System ("NASDAQ") under the symbol "ALTA". On
April 28, 1995,
the closing price per share of the common stock on NASDAQ's
national market was $1.16. <r/>
The Shares may be offered by Cominco or USMX in various
types of sales transactions, which may or may not involve brokers,
dealers, or cash transactions, including sales at the market, at prices
not presently determinable. The Company will pay the expenses
incurred in connection with registering the Shares. See "Plan of
Distribution".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INVESTMENT IN THE SECURITIES OFFERED HEREBY
INVOLVES A HIGH DEGREE OF RISK. FOR A DISCUSSION OF
CERTAIN MATTERS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE SHARES, SEE "PRINCIPAL RISK FACTORS".
_________________________________________________________________
The date of this Prospectus is May ___, 1995
<r/>
<PAGE>
No dealer, salesman or other person has been authorized to
give any information or to make any representation not contained, or
incorporated by reference, in this Prospectus and, if given or made,
such information or representation must not be relied upon as having
been authorized by the Company or the Selling Stockholders.
<r/> This
Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any security other than the Shares, nor does it
constitute an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized, or in which the
person making such offer or solicitation is not qualified to do so, or
to any person to whom it is unlawful to make such offer or
solicitation.
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934 and accordingly files reports, proxy
statements, and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements, and
other information filed by the Company with the Commission are
available for inspection and copying at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549, and at certain of the
Commission's regional offices located at Seven World Trade Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60662.
Copies of such documents may be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, at prescribed rates.
This Prospectus does not contain all of the information set
forth in the Registration Statement of which this Prospectus is a part,
including the exhibits to the Registration Statement. Statements
contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each such statement
is qualified in its entirety by reference to the applicable documents
filed with the Commission. For further information with respect to the
Company and the securities offered hereby, reference is made to the
Registration Statement, including the exhibits thereto, which may be
inspected at the public reference facilities of the Commission referred
to above, and copies of which may be obtained therefrom upon
payment of the Commission's customary charges.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company hereby incorporates by reference into this
Prospectus the following documents
and information <r/> previously filed
by the Company with the Commission (under file no. 2-2274)
pursuant to the Securities Exchange Act of 1934
(the "Act"): <r/>
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.<r/>
2. Quarterly Report on Form 10-Q for the period ended
March 31, 1995.<r/>
<PAGE>
3. The description of the Company's common stock, as
set forth in its registration statement under Section 12 of the
Act on Form 10, dated October 26, 1966.
<r/>
In addition, all documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 subsequent to the date of this Prospectus and prior to the
termination of the offering of the Shares shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof
from their respective dates of filing. Any statement contained in a
document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to
whom this Prospectus is delivered, upon request of any such person,
a copy of any and all of the documents incorporated herein by
reference (other than exhibits to such documents). Written or
telephone requests for such documents should be directed to Alta
Gold Co., 601 Whitney Ranch Drive, Suite 10, Henderson, Nevada
89014, Attention: Corporate Secretary (telephone: (702) 433-8525).
[This space left intentionally blank]
<PAGE>
THE COMPANY
The Company is a mining corporation which explores for and
produces precious and base metals, including gold, silver, copper,
molybdenum, zinc and lead, on properties located in the western
United States. The Company was incorporated in Nevada on May
7, 1962, under the name Silver King Mines, Inc. On November 24,
1989, the Company merged with Pacific Silver Corporation and the
Company's name was changed to Alta Gold Co.
The Company's major mines, exploration properties and
mining interests are located primarily in Nevada. The Company also
owns a copper property in New Mexico and has mining interests in
California, Idaho and Oregon. After a two year period during which
the Company ceased production due to depressed metal prices, the
Company placed one of its Nevada properties back into production
in June, 1993 in response to an increase in gold prices.
<r/>
The Company is currently producing gold from the Easy Junior gold mine
("Easy Junior"), located in White Pine County, Nevada and the
Kinsley gold mine ("Kinsley"), located in Elko County, Nevada. The
Company is also developing the Copper Flat copper property
("Copper Flat"), located in Sierra County, New Mexico, the
Olinghouse gold property ("Olinghouse"), located in Washoe County,
Nevada and the Griffon gold property ("Giffon"), located in White
Pine County, Nevada.
<r/>
The Company's principal executive offices are located at 601
Whitney Ranch Drive, Suite 10, Henderson, Nevada 89014, and its
telephone number is (702) 433-8525.
PRINCIPAL RISK FACTORS
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK FOR
POTENTIAL INVESTORS. EACH POTENTIAL INVESTOR SHOULD CONSIDER
CAREFULLY, AMONG OTHER THINGS, THE FOLLOWING RISK FACTORS.
LIMITED LIFE OF PRODUCING PROPERTIES.
<r/>
The Company's principal income producing assets are Easy
Junior and Kinsley. Mining activities at Easy Junior ceased in the
third quarter of 1994 and gold production therefrom is anticipated to
essentially cease by the end of 1995. Mining activities at Kinsley commenced
<PAGE>
in the fourth quarter of 1994 and gold production therefrom
began in January 1995. Based on current reserve estimates,
gold production from Kinsley is expected to continue
through the second quarter of 1998.
<r/>
FUTURE EARNINGS DEPENDANT UPON BRINGING
ADDITIONAL MINES INTO PRODUCTION.
<r/>
The Company anticipates that Kinsley will generate revenues
and earnings over the next three and a half years. The Company
has not yet initiated production at any of its three other properties
Copper Flat, Olinghouse or Griffon. The Company's ability to
generate future revenues and earnings after Kinsley is depleted is
dependent on its ability to bring these or other mines into production
in a timely manner.
<r/>
PERMITTING RISKS.
In order for the Company to engage in its mining activities, it
must obtain numerous permits under applicable federal and state
statutes, including, but not limited to, the National Environmental
Policy Act, the Clean Water Act, and the Clean Air Act. The
Company has not yet obtained all of the permits necessary for
production at Copper Flat, Olinghouse or Griffon. There can be no
guarantee the Company will be able to obtain the consents
necessary to initiate production at these three properties.
<r/>
PROPOSED LEGISLATION AFFECTING THE MINING
INDUSTRY
The Company's activities are subject to extensive federal,
state and local laws and regulations. These laws and regulations are
subject to change, and any such change could cause additional
expense, capital expenditures, restrictions and delays in the
development or operation of the Company's properties, the extent of
which cannot be predicted. Legislation has been introduced in the
United States Congress which could materially affect the
performance and future prospects of the Company. The proposed
legislation contains provisions for the payment of royalties to the
federal government for production from unpatented mining claims,
and more stringent requirements regarding environmental controls
and reclamation procedures. If enacted, the proposed legislation
could materially and adversely affect the potential for development
of operating mines on the federal unpatented mining claims held by
the Company.
Kinsley and Griffon consist <r/> entirely of unpatented
mining claims on federal lands. The Company's financial
performance could therefore be materially and adversely affected by
passage of all or pertinent parts of the proposed legislation. Further,
there can be no assurance that legislation proposed and enacted in
the future will not adversely affect the Company's mining operations.
NATURE OF MINERAL EXPLORATION AND PRODUCTION
Exploration for and production of minerals is highly speculative
and involves greater risks than are inherent in many other industries.
Many exploration programs do not result in the discovery of
mineralization, and any mineralization discovered may not be of
<PAGE>
sufficient quantity or quality to be profitably mined. Also, because of
the uncertainties in determining metallurgical amenability of any
minerals discovered, the mere discovery of mineralization may not
warrant the mining of the minerals on the basis of available
technology. The Company's operations are subject to all of the
operating hazards and risks normally incident to exploring for and
developing mineral properties, such as unusual or unexpected
geological formations, environmental pollution, personal injuries,
flooding, cave-ins, changes in technology or mining techniques,
periodic interruptions because of inclement weather and industrial
accidents. Although the Company currently maintains insurance
within ranges of coverage consistent with industry practice to
ameliorate some of these risks, no assurance can be given that such
insurance will continue to be available at economically feasible rates,
or that the Company will be able to acquire insurance to cover the
risks of exploring, owning and operating its properties. Insurance
against environmental risks is not generally available to the Company
or to other companies in the mining industry.
COMPETITION AND SCARCITY OF MINERAL LANDS
Although many companies and individuals are engaged in the
mining business, including large, established mining companies,
there is a limited supply of desirable mineral lands available for claim
staking, lease or other acquisition in the United States and other
areas where the Company contemplates conducting exploration
and/or production activities. The Company may be at a competitive
disadvantage in acquiring suitable mining properties since it must
compete with these other individuals and companies, many of which
have greater financial resources and larger technical staffs than the
Company. As a result, there can be no assurance the Company will
be able to acquire new reserves or replace its current reserves once
they are depleted.
FLUCTUATIONS IN THE PRICE OF METALS
The market price of metals is extremely volatile and is
influenced by factors beyond the control of the Company. If the
price of a metal should drop, the value of the Company's properties
which are being explored or developed for that metal could also drop
and the Company might not be able to recover its investment in
those properties. The decision to place a mine in production, and
the commitment of funds necessary for that purpose, must be made
well in advance of the time when a mining company will receive the
first revenues from that production. Price fluctuations between the
time that such a decision is made and the commencement of
production can dramatically change the economics of a mine.
Although it is possible to protect against price fluctuations under
some circumstances by buying and selling futures contracts for the
metal to be produced, the volatility of metal prices represents a
substantial risk in the mining industry which no amount of planning
or technical expertise can eliminate. The Company has entered into
future sales contracts in an amount equal to
approximately 35% of
its projected production for the remainder of 1995 at an average
price of $405 per ounce. <r/>
If the amounts the Company realizes from the sales of its
metals were to decrease significantly and remain at a decreased
price level for an extended period of time, the Company could
(r/>
<PAGE>
determine it is not economically feasible to continue commercial
production of that metal. From 1991 to the middle of 1993, the
Company ceased its commercial production activities because of
depressed metals prices during that period.
<r/>
RESERVES
The reserve figures presented or incorporated by reference in
this Prospectus are, based partially upon estimates made by the
Company's technical personnel, and no assurance can be given that
the Company will realize the indicated level of production of these
metals. Further, reserves estimated for properties that have not yet
commenced production (such as the Copper Flat, Griffon and
Olinghouse) may require revision once the Company commences
actual production. Fluctuations in the market price of the metals
produced by the Company, as well as increased production costs or
reduced recovery rates, could make the mining of ore reserves
containing relatively lower grades of mineralization uneconomic, and
could ultimately cause the Company to restate its reserves.
Moreover, short-term operating factors relating to the ore reserves,
such as the need for sequential development of ore bodies and the processing
of new or different ore grades, could adversely affect the Company's
profitability in any particular accounting period.
<r/>
ENVIRONMENTAL CONTROLS
The Company is required to comply with numerous
environmental laws and regulations imposed by federal and state
authorities. At the federal level, legislation such as the Clean Water
Act, the Clean Air Act, the Resource Conservation and Recovery
Act, the Environmental Response, Compensation and Liability Act
and the National Environmental Policy Act impose effluent and waste
standards, performance standards, air quality and emissions
standards and other design or operational requirements for various
components of mining and mineral processing, including gold ore
mining and processing. Although the majority of the waste produced
by the Company's operations are "extraction" and "beneficiation"
wastes, which the Environmental Protection Agency ("EPA") does not
regulate under its current "hazardous waste" program, the EPA is
currently developing a separate program under the Resource
Conservation and Recovery Act to regulate such waste. Until the
new regulatory program is formally proposed by the EPA, there is
not a sufficient basis on which to predict the potential impacts of
such regulations on the Company.
The State of Nevada (where a majority of the Company's
properties are located) has also adopted regulations that establish
design, operation, monitoring, and closing requirements for mining
operations. Under these regulations, mining companies are required
to provide a reclamation plan and financial assurance to insure that
the reclamation plan is implemented upon completion of mining
operations. Further, under the Clean Air Act, as amended, states
are required to develop permit plans for polluting and potentially
polluting industries such as mining and smelting. Although the states
have submitted their permit programs to the EPA for review, until
final regulations are promulgated and approved by the EPA, the
Company cannot predict the full impact of these state permitting
regulations.
<PAGE>
The Company's compliance with federal and state
environmental laws may necessitate significant capital outlays or
delays, may materially and adversely affect the economics of a given
property, or may cause material changes or delays in the Company's
intended exploration, development and production activities. Further,
new or different environmental standards imposed by governmental
authorities in the future could adversely affect the Company's
business activities.
UNCERTAINTY OF TITLE
A majority of the Company's properties consist of unpatented
mining claims or mill site claims which the Company owns or leases.
These claims are located on federal land or involve mineral rights
which are subject to the claims procedures established by the
General Mining Law of 1872. Under this law, if a claimant complies
with the statute and the regulations for the location of a mining claim
or mill site claim, the claimant obtains a valid possessory right to the
land or the minerals contained therein. To preserve an otherwise
valid claim, the claimant must also make certain additional filings with
the county in which the land or mineral is situated and the Bureau of Land
Management and pay an annual "rental" fee of $100 per claim. If a claimant
fails to make the annual rental payment or make the required filings, the
mining claim or mill site claim is void or voidable.
Because mining claims and mill site claims are self-initiated
and self-maintained rights, they are subject to unique vulnerabilities
not associated with other types of property interests. It is difficult to
ascertain the validity of unpatented mining claims or mill site claims
from public property records and, therefore, it is difficult to confirm
that a claimant has followed all of the requisite steps for the initiation
and maintenance of a claim. Under federal law, in order for an
unpatented mining claim to be valid, the claimant has the burden of
proving that the mineral occurrence on which it is based can be
mined at a profit at the time the claim is located and at any time
when anyone makes any subsequent challenge to the claim's
validity. It is therefore conceivable that, during times of falling metal
prices, claims which were valid when they were located could
become invalid if challenged. See "Risk Factors - Fluctuations in the
Price of Metals".
Title to unpatented claims and other mining properties in the
western United States typically involves certain other inherent risks
due to the frequently ambiguous conveyancing history of those
properties, as well as the frequently ambiguous or imprecise
language of mining leases, agreements and royalty obligations. No
generally applicable title insurance is available for unpatented mining
or mill site claims or many other of the Company's mineral interests.
As a result, some of the titles to the Company's undeveloped
properties may be defective or subject to challenge.
UNCERTAINTY OF FUNDING.
Prior to 1990, the Company funded a portion of its exploration,
acquisition and development activities through joint venture
arrangements and third party financing. The joint venture
arrangements minimized the Company's costs and allowed it to
explore, acquire and develop a greater number of properties than it
would otherwise have been able to do so on its own. The third
party financing allowed the Company to leverage its internal funds for
<PAGE>
exploration, acquisition and development. The Company presently
does not participate in any joint ventures.
Since 1990, the Company has not funded any of its
exploration, acquisition and development efforts with joint venture
capital,
<r/> resulting in increased demands on the Company's internal
funds
and borrowing ability. <r/> Although the Company has had
sufficient internal funds
and borrowing ability <r/> to conduct its
exploration, acquisition and development programs in the past, the
Company projects that additional funding from either joint ventures
or third party financing will be needed to explore, acquire and
develop properties in the future.
The Company's ability to obtain
additional <r/> financing will
depend, among other things, upon the price of metals and the
perception of future prices. Therefore, availability of funding is
dependent largely upon factors outside of the Company's control,
and cannot be accurately predicted. The Company does not know
from what specific sources it will be able to derive any required
funding. Any such financing, if available, could increase the
indebtedness of the Company or dilute current stockholders'
positions. If the Company acquires any such funding through debt,
a substantial portion of the Company's cash flow may need to be
devoted to the payment of principal and interest on such debt, which
could render the Company more vulnerable to competitive pressure
or economic downturns. If the Company is not able to raise
additional funds (and there can be no assurance that it can, or that
if it can, that it can raise such funds on terms acceptable to the
Company), it will not be able to fund certain exploration and
development activities on its own.
UNCERTAINTY OF DEVELOPMENT PROPERTY
ECONOMICS
The Company's decision as to whether any of the mineral
development properties it now holds or which it may acquire in the
future contain commercially minable deposits, and whether such
properties should be brought into production, depends upon the
results of its exploration programs and/or feasibility analyses and the
recommendations of engineers and geologists. The decision will
involve the consideration and evaluation of several significant
factors,including, but not limited to, the (a) costs of bringing the
property into production, including exploration and development work,
preparation of production feasibility studies and construction of
production facilities, (b) availability and costs of financing, (c) ongoing
costs of production, (d) market prices for the metals to be produced,
and (e) estimates of reserves or mineralization. There can be no
assurance that any of the development properties the Company
owns, leases or acquires contain (or will contain) commercially
minable mineral deposits, and there can be no assurance that the
Company will ever generate a positive cash flow from production
operations on such properties. The Company has identified
<r/> Copper
Flat,
Griffon <r/> and Olinghouse
<r/> as having minable reserves.
There can be no assurance, however, that any of these development properties
can attain profitable operations.
MARKET EFFECTS OF STOCK
At the date of this Prospectus,
881,778 <r/> additional shares of
the Company's common stock will be available for trading in the
public market. This increase in the number of shares of the
<PAGE>
Company's common stock in the market, and the possibility of sales
of such stock, may have an adverse effect on the price of the
Company's common stock and the Shares.
NO DIVIDENDS
The Company anticipates it will use its earnings to finance its
growth and operations, and that it will not pay any dividends to its
stockholders during the foreseeable future.
LACK OF PROFITABILITY
The Company incurred losses from operations of $5.8 million
in 1993, $12.3 million in 1992, $12.5 million in 1991 and $18.4
million in 1990. The Company
reported income from operations in
the amount of $649,000 in <r/> 1994. While certain of the Company's
operations may be profitable during a given year, the Company's
operations as a whole may be unprofitable as a result of factors over
which it may or may not have any control, including exploration, development,
maintenance and reclamation costs on properties from which no revenue is
derived, general and administrative costs, uninsured losses, depreciation,
depletion and amortization, and interest expense.
CHANGE IN CONTROL PROVISIONS
The Company's Bylaws contain certain measures designed to
make it more difficult and time consuming to change majority control
of the Company's Board of Directors and to reduce the vulnerability
of the Company to an unsolicited offer to take over the Company.
These measures include: 1) classification of the Board of Directors
into three classes, with each class serving for staggered periods of
three years; 2) a provision that the Company's directors may be
removed only with the approval of the holders of at least two-thirds
of the voting power of the Company entitled to vote for the election
of directors; 3) a provision requiring that nominees for the position of
director be submitted to the Company in writing and in advance of
any meeting set for the election of directors; 4) a provision that any
vacancy on the Board may be filled by the remaining directors then
in office, though less than a quorum; and 5) a provision requiring the
approval of the holders of at least 70% of the voting power of the
Company in regard to any business combination to which a majority
of the Board of Directors do not approve. These measures may
have certain negative consequences, including an effect on the
ability of stockholders of the Company or other individuals to (i)
change the composition of the incumbent board of directors; (ii)
benefit from certain transactions which are opposed by the
incumbent board of directors; and, (iii) make a tender offer or
otherwise attempt to gain control of the Company, even if such
attempt was beneficial to the Company and its stockholders. Since
such measures may also discourage accumulations of large blocks
of the Company's stock by purchasers whose objective is to have
such stock repurchased by the Company (or other persons) at a
premium, these measures could also reduce the temporary
fluctuations in the market price of the Company's stock which are
caused by such accumulations. Accordingly, stockholders may be
deprived of certain opportunities to sell their stock at a temporarily
higher market price. The provisions relating to the removal of
directors and the filling of vacancies may reduce the power of
<PAGE>
stockholders, even those with a majority interest in the Company, to
remove incumbent directors and fill vacancies on the board of
directors.
VOLATILITY OF PRICE FOR COMMON STOCK
The market price for shares of the Company's Common Stock
may be highly volatile depending on news announcements or
changes in general market conditions. In recent years the stock
market has experienced extreme price and volume fluctuations.
RELIANCE ON RELATIONSHIPS WITH MANAGEMENT
The Company believes the success of its operations will, in
large part, be
dependent <r/> on the services of its current officers and
directors, and that the continuing services of such officers and
directors are required for the Company's future success. If all or any
of these officers or directors terminate their relationships with the
Company, or are otherwise not available to provide services to the
Company, capable successors would have to be found.
There is no assurance that capable successors could be found, or
if found, that they could be employed on terms acceptable to the
Company.
In order to ameliorate these risks, the Company has entered
into employment agreements with certain of its key employees,
including Robert N. Pratt, Chief Executive Officer, President and
Chairman of the Board of Directors of the Company, and John A.
Bielun, the Company's Vice President and Chief Financial Officer.
Both of these employment agreements terminate in October of 1995.
LACK OF DIVERSIFICATION
The Company is solely in the business of exploring for and
producing precious and base metals. The Company does not
anticipate it will change its business focus in the near future. The
Company, therefore, does not intend to engage in a variety of other
businesses, and will not have the benefit of reducing risk by
diversifying its business operations among a portfolio of business
activities.
USE OF PROCEEDS
The Company will not receive any proceeds from the
disposition of the Shares. See "Selling Stockholders".
SELLING STOCKHOLDERS
The Shares are to be offered solely for the account of the
Selling Stockholders. The Selling Stockholders acquired the Shares
in transactions pursuant to which the Company acquired the Selling
Stockholders'
interest in Kinsley. <r/> The terms of these transactions
are more particularly described in the Company's Current Report on
Form 8-K dated April 14, 1994. Except for this transaction, neither
of the Selling Stockholders
nor <r/> their respective officers, directors or
stockholders has had any material relationship with the Company
within the past 3 years.
<PAGE>
The following table sets forth (i) the name of each Selling
Stockholder, (ii) the number of Shares owned by each Selling
Stockholder before and after the offering (assuming that all of the
Shares offered hereby are sold, and (iii) the number of Shares being
offered by each such Selling Stockholder.
<TABLE>
<CAPTION>
Before the Offering: After the Offering
-------------------- ------------------
Number of Number of
Shares Shares Being Number
Beneficially Offered of Percentage
Name Owned Hereby Shares of Class
- ------- ----------- ------------- --------- -----------
<S> <C> <C> <C> <C>
Cominco American
Resources Incorporated 529,067 529,067 0 0
USMX, INC. 352,711 352,711 0 0
<r/>
</TABLE>
Under the terms of the agreements under which the Selling
Stockholders acquired the Shares, the Company agreed, among
other things, at the Selling Stockholders' request to cause the Shares
to be registered with the Securities and Exchange Commission and
to be qualified for sale, as required, under state securities laws. The
Company agreed to bear all expenses (other than underwriting
discounts, selling commissions, fees and expenses of counsel and
other advisors to the Selling Stockholders) in connection with the
registration, qualification and sale of the Shares by the Selling
Stockholders.
DILUTION
Not applicable.
DESCRIPTION OF SECURITIES
Not applicable.
<r/>
<PAGE>
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholders
that the Shares may be sold by or on their behalf through one or
more broker-dealers, through underwriters, or directly to investors
pursuant to this Prospectus or in transactions that are exempt from
the requirements of registration under the Securities Act of 1933, as
amended
("1933 Act"), <r/> and at a fixed price or prices (which may be
changed from time to time), at market prices prevailing at the time
of such sale, at prices related to such market prices or at negotiated
prices.
In connection with such sales, the Selling Stockholders may
pay or allow commissions which will exceed those customary in the
types of transactions involved. In such instances, broker-dealers
may act as agent for the Selling Stockholders, or may purchase
all
or a portion of the <r/> Shares from the Selling Stockholders and
thereafter resell such Shares from time to time in or through one or
more transactions or distributions on the national market system of
the National Association of Securities Dealers "automated system",
the over-the counter market or other exchanges on which the Shares
can be traded, in "special offerings", "fixed price offerings", "off the
floor of such exchanges", "exchange distributions" or "secondary
distributions" pursuant to and in accordance with the applicable rules
of the exchanges in question, in private transactions or in some
combination of the foregoing.
Any such broker-dealer or underwriter may receive
compensation from the Selling Stockholders in the form of
underwriting discounts or commissions and may receive
commissions from purchasers of the Shares for whom they may act
as agents. If any such broker-dealer purchases the Shares as
principal, it may effect resales of the Shares from time to time to or
through other broker-dealers, and such other broker-dealers may
receive compensation in the form of concessions or commissions
from the Selling Stockholders or purchasers of shares for whom they
may act as agents. The Company and the Selling Stockholders may
indemnify any such broker-dealers or underwriters against certain
civil liabilities (including liabilities under the
1933 Act).<r/>
Underwriters and broker-dealers who participate in the sale of the Shares may
also be customers of, engage in transactions with, or perform services for
the Company.
The Selling Stockholders and any broker-dealers who act in
connection with the sale of the Shares hereunder may be deemed
to be "underwriters" within the meaning of Section 2(11) of the 1933 Act,
as amended. The Company has agreed to indemnify the Selling
Stockholders against certain liabilities under the 1933 Act.
<r/>
<PAGE>
TAX MATTERS
Not applicable.
LEGAL MATTERS
The validity of the Shares and certain other legal matters will
be passed upon for the Company by Parsons Behle & Latimer, Salt
Lake City, Utah.
EXPERTS
The consolidated audited financial statements incorporated by
reference in and filed as an exhibit to this Prospectus, have been
audited by Arthur Andersen, LLP, independent public accountants,
as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in
accounting and auditing and giving said reports.
<r/>
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Not applicable.
<r/>
<PAGE>
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
<TABLE>
<CAPTION>
Item 14. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION
<S> <C>
Federal Registration Fee $393.06
Transfer Agent Fees and Expenses 0.00
Legal Fees and Expenses 10,000.00
Accounting Fees and Expenses 6,000.00
Blue Sky Fees and Expenses 3,000.00
Printing and Mailing Expenses 100.00
Miscellaneous 500.00
---------
TOTAL* $19,993.06
==========
</TABLE>
* All amounts are estimated other than the federal registration fee.
<r/>
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
NEVADA REVISED STATUTES
Section 78.751 of the Nevada Revised Statutes provides as
follows:
1. A corporation may indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except
an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgement, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in
or not opposed to the best interest of the corporation, and
that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent
<r/>
<PAGE>
of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts
paid in settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the
best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a
person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to
the corporation, unless and only to the extent that the court in
which the action or suit was brought or other court of
competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the
court deems proper.
3. To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in subsections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation
against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2,
unless ordered by a court or advanced pursuant to subsection
5, must be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a
quorum consisting of directors who were not parties to
the act, suit or proceeding;
(c) If a majority vote of a quorum consisting of
directors who were not parties to the act, suit or
proceeding so orders, by independent legal counsel in
a written opinion; or
(d) If a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot be
obtained, by independent legal counsel in a written
opinion.
5. The articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the
expenses of officers and directors incurred in defending a civil
or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final
disposition of action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified
by the corporation. The provisions of this subsection do not
<r/>
<PAGE>
affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be
entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a
person seeking indemnification or advancement of
expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for
either an action in his official capacity or an action in
another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses
made pursuant to subsection 5, may not be made to or
on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of
the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a
director, officer, employee or agent and inures to the
benefit of the heirs, executors and administrators of
such a person.
BYLAWS OF THE COMPANY
Article VIII of the Company's By-laws provides as follows:
1. (a) To the fullest extent permitted by the Nevada
law, as the same exists or may hereafter be
amended, no director of this corporation shall be
personally liable to this corporation or its
shareholders for monetary damages for breach
of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty
to this corporation or its shareholders, (ii) for
acts or omissions not in good faith or which
involved intentional misconduct or a knowing
violation of law, or (iii) for any transaction from
which a director derived an improper personal
benefit.
(b) Any amendment or repeal of this Article VIII or
adoption of any other provision of the By-laws
which has the effect of increasing director
liability shall operate prospectively only and shall
not effect any action taken, or failure to act, by
a director of this corporation prior to such
amendment, repeal, or other provision becoming
effective.
2. (a) Each person who was or is made a party or is
threatened to be made a party to or is involved
in any action, suit or proceeding, whether civil,
criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or
she is the legal representative, is or was a
director or officer of the corporation or is or was
<r/>
<PAGE>
serving at the request of the corporation as a
director, officer, employee or agent of another
corporation or of a partnership, joint venture,
trust or other enterprise, including service with
respect to employee benefit plans, whether the
basis of such proceedings is alleged action in
an official capacity as a director, officer,
employee or agent or in any other capacity
while serving as a director, officer, employee or
agent, shall be indemnified and held harmless
by the corporation to the fullest extent
authorized by Nevada law as the same exists or
may hereafter be amended (but, in the case of
any such amendment, only to the extent that
such amendment permits the corporation to
provide broader indemnification rights than said
law permitted the corporation to provide prior to
such amendment), against all expense, liability
and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person
in connection therewith and such indemnification
shall continue as to a person who has ceased
to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs,
executors and administrators; provided,
however, that, except as provided in
subparagraph (b) hereof, the corporation shall
indemnify any such person seeking
indemnification in connection with a proceeding
(or part thereof) initiated by such person only if
such proceeding (or part thereof) was
authorized by the board of directors of the
corporation. The right to indemnification
conferred in this Article shall be a contract right
and shall include the right to be paid by the
corporation the expenses incurred in defending
any such proceeding in advance of its final
disposition; provided, however, that, if Nevada
law requires, the payment of such expenses
incurred by a director or officer in his or her
capacity as a director or officer (and not in any
other capacity in which service was or is
rendered by such person while a director or
officer, including, without limitation, service to an
employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only
upon delivery to the corporation of an
undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it
shall ultimately be determined that such director
or officer is not entitled to be indemnified under
this Article or otherwise. The corporation may,
by action of its board of directors, provide
indemnification to employees and agents of the
corporation with the same scope and effect as
the foregoing indemnification of directors and
officers.
(b) If a claim under subparagraph (a) of this Section
is not paid in full by the corporation within thirty
days after a written claim has been received by
the corporation, the claimant may at any time
thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall
be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to
<r/>
<PAGE>
any such action (other than an action brought to
enforce a claim for expenses incurred in
defending any proceeding in advance of its final
disposition where the required undertaking, if
any is required, has been tendered to the
corporation) that the claimant has not met the
standards of conduct which make it permissible
under Nevada law for the corporation to
indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be
on the corporation. Neither the failure of the
corporation (including its board of directors,
independent legal counsel, or its stockholders)
to have made a determination prior to the
commencement of such action that
indemnification of the claimant is proper in the
circumstances because he or she has met the
applicable standard of conduct set forth under
Nevada law, nor an actual determination by the
corporation (including its board of directors,
independent legal counsel, or its stockholders)
that the client has not met such applicable
standard of conduct, shall be a defense to the
action or create a presumption that the claimant
has not met the applicable standard of conduct.
3. The right of indemnification hereinabove
provided for shall not be exclusive of any rights
to which any director or officer of the
corporation may otherwise be entitled by law,
agreement, or otherwise.
4. The Board of Directors, by resolution, or the
officers of the corporation may purchase
insurance to provide coverage on behalf of the
corporation and its officers and directors for the
omissions, occurrences, liabilities and
indemnifications referred to in and related to the
subject matter of this Article VIII. However, the
provisions of any such policy or policies of
insurance shall not limit the effect of any of the
provisions or indemnifications of this Article VIII.
Item 16. EXHIBITS
The following exhibits are filed as part of this Registration
Statement.
4.1 Specimen Common Stock Certificate
5.1 Opinion of Parsons Behle & Latimer as to the legality
of the Shares
24.1 Consent of Arthur Andersen, LLP
24.2 Consent of Parsons Behle & Latimer (contained in
Exhibit 5.1)
<r/>
<PAGE>
Item 17. UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material changes to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) this is incorporated
by reference in the Registration Statement shall be
deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or
paid a director, officer or controlling person of the
Registrant in the successful defense of any action, suit
or proceeding) is asserted by such officer, director, or
controlling person in connection with the securities
being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification
by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<r/>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3, and has duly
caused this Registration Statement and any amendments thereto to
be signed on its behalf by the undersigned, thereunto duly authorized
on May _____, 1995.
ALTA GOLD CO.
Dated: ____________________________ By:
___________________________
Robert N. Pratt,
President
Chief Executive Officer & Director
Dated: _____________________________ By:
___________________________
John A. Bielun, Principal Financial
Officer and Principal Accounting
Officer
<r/>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Dated: __________________________ By: ________________________
Ralph N. Gilges, Director
Dated: __________________________ By: ________________________
Thomas A. Henrie, Director
Dated: __________________________ By: ________________________
Iwao Ino, Director
Dated: __________________________ By: ________________________
John A. Keily, Director
Dated: __________________________ By: ________________________
F. Steven Mooney, Director
Dated: __________________________ By: ________________________
Thomas D. Mueller, Director
Dated: __________________________ By: ________________________
Toshiaki Tanaka, Director
<r/>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Exhibit Description Page Number
- ---------- ------------------------ ------------------
<C> <S> <S>
4.1 Specimen Common Stock Certificate
5.1 Opinion Letter of Parsons Behle & Latimer
Regarding the Legality of the Shares
24.1 Consent of Arthur Andersen, LLP
24.2 Consent of Parsons Behle & Latimer
Contained
in Exhibit 5.1
</TABLE>
<r/>
<PAGE>
COMPARISON OF FOOTERS
- -FOOTER 1-
150464
<r/>
