As Filed with the Securities and Exchange Commission on March 15, 1996
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF
1934.
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6((e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Alta Gold Co.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
ALTA GOLD CO.
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 14, 1996
To the Stockholders of Alta Gold Co.:
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of
Stockholders of Alta Gold Co., a Nevada corporation (the
"Company"), will be held on June 14, 1996 at 10:00 a.m., local time,
at the St. Tropez Hotel located at 455 East Harmon Avenue, Las
Vegas, Nevada 89109 (the "Annual Meeting" or "Meeting"), for the
following purposes:
1. To elect two (2) directors to serve for three year terms, or
until their respective successors shall be duly elected or
appointed.
2. To approve an amendment to the Company's Articles of
Incorporation increasing the Company's authorized shares of
Common Stock from 40,000,000 to 60,000,000.
3. To transact such other business as may properly come before
the Meeting, or any adjournment or postponement thereof.
The Board of Directors has established April 30, 1996 as the
record date for the determination of stockholders entitled to notice of
and to vote at the Meeting. Accordingly, only stockholders of record
at the close of business on that date are entitled to notice of and to
vote at the Meeting, or any adjournment or postponement thereof.
Stockholders are cordially invited to attend the Annual Meeting.
Regardless of whether you expect to attend the Annual Meeting in
person, we urge you to read the attached Proxy Statement and sign,
date and mail the accompanying proxy card in the enclosed postage-
prepaid envelope. It is important that your shares be represented at
the Annual Meeting. If you receive more than one proxy card
because your shares are registered in different names or addresses,
each card should be completed and returned to assure that all of
your shares are voted.
A copy of the Company's 1995 Annual Report is enclosed
herewith. Please take time to read this report.
BY ORDER OF THE BOARD OF DIRECTORS
Margo R. Bergeson
Secretary
Henderson, Nevada
April 30, 1996
ALTA GOLD CO.
601 WHITNEY RANCH DRIVE, SUITE 10
HENDERSON, NEVADA 89014
-------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 14, 1996
------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Alta Gold Co. (the
"Company") of proxies, in the enclosed form, for use at the 1996
Annual Meeting of Stockholders of the Company (the "Annual Meeting" or
"Meeting") to be held on Friday, June 14, 1996, at 10:00 a.m., local time,
at the St. Tropez Hotel, 455 East Harmon Avenue, Las Vegas, Nevada 89109.
The purposes of the Meeting are set forth in the accompanying
Notice of Annual Meeting of Stockholders.
The approximate date upon which this Proxy Statement, the
enclosed proxy and the attached Notice of Annual Meeting of
Stockholders are first being sent to stockholders is April 30, 1996.
The Annual Report of the Company to its stockholders, which
includes audited financial statements for the Company's fiscal year
which ended December 31, 1995, is being mailed to stockholders of
the Company simultaneously with this Proxy Statement. The Annual
Report is not and should not be regarded as material for the
solicitation of proxies or as a communication by means of which
solicitation is made with respect to the Meeting.
Proxies in the enclosed form will be effective if properly executed,
returned to the Company prior to the Meeting, and not revoked. The
common shares represented by each effective proxy will be voted at
the Meeting in accordance with the instructions on the proxy. If no
instructions are indicated on a proxy, all common shares represented
by such proxy will be voted FOR each matter specified in the
accompanying Notice of Annual Meeting of Stockholders and, as to
any other matters of business which properly come before the
Meeting, will be voted by the named proxies as directed by the
present Board of Directors.
A stockholder giving a proxy pursuant to this solicitation may
revoke it at any time prior to its exercise by delivering to the
Secretary of the Company a written notice of revocation, or a duly
executed proxy bearing a later date, or by attending the Meeting and
voting in person (attendance at the Meeting will not, however,
constitute revocation of a proxy without further action by the
stockholder). Any written notice revoking a proxy should be sent to
the principal executive offices of the Company, addressed as follows:
Alta Gold Co., 601 Whitney Ranch Drive, Suite 10, Henderson,
Nevada 89014, Attention: Margo R. Bergeson, Secretary.
Only stockholders of record at the close of business on April 30,
1996, are entitled to notice of, and to vote at, the Meeting. At the
record date, --------- of the Company's common shares, par value
$0.001 per share, were issued and outstanding. Each of the
Company's common shares is entitled to one vote upon each matter
presented to stockholders at the Meeting. No cumulative voting is
authorized in connection with the election of directors.
The two nominees receiving the highest number of affirmative
votes of the shares entitled to be voted for them shall be elected as
directors. Votes withheld will be counted for purposes of determining
the presence of a quorum for the transaction of business, but will
have no legal effect. If a stockholder abstains from voting certain
shares, such shares will be treated as shares that are present and
entitled to vote for purposes of determining the presence of a
quorum. Abstentions, however, will not be considered as votes cast
with respect to a particular matter.
The Company intends to treat shares referred to as "broker non-
votes" (i.e., shares held by brokers or nominees as to which the
broker or nominee indicates on a proxy that it does not have
discretionary authority to vote) as shares that are present and
entitled to vote for purposes of determining the presence of a
quorum. However, for purposes of determining the outcome of any
matter, broker non-votes will not be considered as votes cast with
respect to a particular matter.
The entire cost of soliciting proxies for use at the Meeting will be
borne by the Company. Following the initial solicitation of proxies by
mail beginning on or about April 30, 1996, certain officers, directors
and employees of the Company may solicit proxies by
correspondence, telephone, telegraph, telecopy, other electronic
means or in person, without extra compensation. The Company will
pay to banks, brokers, nominees and other fiduciaries their
reasonable charges and expenses incurred in forwarding the proxy
soliciting material to their principals. In addition, Morrow & Co., Inc.,
New York, New York, has been retained to assist the Company in
the solicitation of proxies. Such solicitation may be made by mail,
telecommunication or in person. The estimated aggregate cost of
the services of Morrow & Co., Inc. for soliciting proxies for the
Company is $4,000.
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES AND INFORMATION
At the Annual Meeting, two directors to serve as Class II directors
are to be elected. The Company's Articles of Incorporation provide
for the classification of the Company's Board of Directors. The powers
and responsibilities of each class of directors are identical. At each
annual meeting of stockholders, successors elected to the director
class then standing for election shall be elected for a three-year term
expiring at the third annual meeting of stockholders following their
election. All directors shall serve until their successors are duly
elected and qualified, subject, however, to prior death, resignation,
retirement, disqualification or removal from office. Proxies cannot be
voted for a greater number of persons than the number of nominees
named.
The persons named as proxy holders in the enclosed proxy cards
(Margo R. Bergeson and John A. Bielun) have advised the Company
that, unless a contrary direction is indicated on the proxy card, they
intend to vote for the nominees named below. They have also
advised that in the event the nominees shall not be available for
election, they will vote for the election of such substitute nominees
as the Board of Directors may propose. The Board of Directors has
no reason to believe that the nominees will be unavailable to serve
on the Board.
-2-
The name of the nominees and certain information
about him is set forth below:
<TABLE>
<CAPTION>
Year First
Elected
Name Age Principal Occupation As a Director
------- ----- ------------------- --------------
<S> <C> <C> <C>
John A. Keily 59 Mining Consultant 1992
Toshiaki Tanaka 72 Retired Business Executive 1987
</TABLE>
JOHN A. KEILY was appointed a director of the Company on
March 6, 1992. Mr. Keily has more than 30 years experience
managing mining and processing facilities throughout North and
South America. Mr. Keily served as Vice President of Operations for
the Company from May 1990 to December 31, 1990. Mr. Keily has
served as the Chief Operations Officer of Bond International Gold
and previously was the President of Gulf Minerals Canada and Vice
President of Pittsburgh & Midway Coal Company.
TOSHIAKI TANAKA has served as a director of the Company
since June 1987. Mr. Tanaka is a retired business executive and is
the owner and founder of Boulevard Saimin Restaurant, Honolulu,
Hawaii, which was established in 1957.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES SET FORTH ABOVE.
PROPOSAL TWO
APPROVAL TO AMEND THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED COMMON SHARES
The Board of Directors of the Company has proposed an
Amendment to the Company's Amended and Restated Articles of
Incorporation which would increase the authorized Common Stock
from 40,000,000 shares to 60,000,000 shares. The Board of
Directors believes that this proposal is advisable and recommends
that the Company's stockholders approve the proposed amendment.
The proposed amendment does not affect any terms or rights of the
outstanding Common Stock.
As of April 30, 1996, there were 28,452,780 shares of the
Company's Common Stock issued and outstanding and 3,115,000
shares reserved for issuance for the Company's 1994 Stock Option
Plan and other outstanding obligations. If approved, based on current
shares and stock equivalents outstanding, the proposal will increase
the shares available for issuance from 8,432,220 to 28,432,220.
The Board of Directors believes it to be in the best interests of
the Company to increase the authorized Common Stock of the
Company. Additional authorized Common Stock will give the
Company greater flexibility to raise additional capital if it becomes
appropriate in the business judgment of the Board of Directors. Although
the Company has no current plans to issue additional shares, the
increased authorization of Common Stock could enhance the Company's
ability to respond quickly if an investment opportunity should arise.
Without an increase in authorized Common Stock, the Company may have
to rely on debt, seek alternative financing means, or forego the
investment opportunity altogether.
-3-
The increase in authorized Common Stock may be disadvantageous
to stockholders to the extent that an increase in the number of
shares outstanding will dilute proportionate ownership represented
by the ownership of stock. In addition, increasing the authorized
Common Stock could, in certain instances, render more difficult or
discourage a merger, tender offer, or proxy contest and thus
potentially have an "anti-takeover effect". The Company's Bylaws
provide for certain anti-takeover defenses, including a staggered
Board of Directors pursuant to which the Company's Board of Directors
is divided into three classes with each consisting of approximately
one-third of the total number of directors of the Company. Directors
may be removed by the Stockholders with or without cause only upon the
affirmative vote of the holders of at least two-thirds of the outstanding
shares of Common Stock entitled to vote for the election of directors.
In addition, certain "business combinations" (as that term is defined
in the Company's Bylaws) require the affirmative vote of not less than
seventy percent of the votes entitled to be cast by the holders of all
of the then outstanding voting stock of the Company. Without limiting
the generality of the foregoing, "business combinations" may include,
without limitation, a merger or consolidation of the Company with
certain beneficial owners of the Company's voting stock (an "Interested
Stockholder") representing ten percent or more of the votes entitled to
be cast with respect to approval of any business combination; certain
sales, leases or exchanges with an Interested Stockholder having an
aggregate fair market value of at least $10,000,000; and the adoption of
certain plans or proposals for the liquidation or dissolution of the
Company by or on behalf of an Interested Stockholder.
The proposed amendment requires the affirmative vote of a
majority of the outstanding shares of Common Stock. Further
authorization by the stockholders for the issuance of any such
shares of Common Stock will not be solicited prior to such issuance.
The Company hereby incorporates by reference the financial statements
and other financial information contained in the Annual Report to
Stockholders which accompanies this Proxy Statement.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR THE APPROVAL OF THE AMENDMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table lists the names, ages and positions held by
all directors and executive officers of the Company as of April 30,
1996. The Board of Directors is separated into three classes, each
of which is elected in sequential years for three-year terms.
Directors serve until the next annual meeting of stockholders at
which members of their class are elected and until their successors
have been duly elected or appointed. Executive officers serve at the
discretion of the Board of Directors. There are no family
relationships among any directors or executive officers of the
Company.
-4-
<TABLE>
<CAPTION>
Year First
Elected or
Name Age Position(s) Appointed
---- --- ----------- ----------
<S> <C> <C> <C>
Robert N. Pratt (1) 65 Chairman of the Board, 1992
Chief Executive Officer,
President
Ralph N. Gilges (1) 58 Director 1993
Thomas A. Henrie (1) 73 Director 1992
Iwao Ino (3) 68 Director 1989
John A. Keily (2) 59 Director 1992
Jack W. Kendrick (3) 52 Director 1995
Thomas D. Mueller (3) 56 Director 1994
Toshiaki Tanaka (2) 72 Director 1987
John A. Bielun 44 Senior Vice-President 1992
and Chief Financial
Officer
James S. Goff 64 Vice-President of 1992
Engineering and
Construction
Brian K. Jones 44 Vice-President of 1995
Exploration
Margo R. Bergeson 42 Secretary 1994
</TABLE>
(1) Serves in Class I of the Board, which class shall be eligible
for nomination and election at the 1998 Annual Meeting of Stockholders.
(2) Serves in Class II of the Board, which class shall be eligible
for nomination and election at the 1996 Annual Meeting of Stockholders.
(3) Serves in Class III of the Board, which class shall be
eligible for nomination and election at the 1997 Annual
Meeting of Stockholders.
BUSINESS BIOGRAPHIES
ROBERT N. PRATT has served as Chairman of the Board,
President and Chief Executive Officer of the Company since January
1, 1992, and as a director of the Company since July 1987. Mr.
Pratt was previously employed as President and Chief Operating
Officer of Bonneville Pacific Corporation from 1987 to 1990.
In December 1991, twelve months following Mr. Pratt's resignation,
Bonneville Pacific Corporation filed a voluntary petition in bankruptcy.
The Bonneville Pacific Corporation bankruptcy is still pending. Mr. Pratt
was also President of White River Shale Oil Corporation from 1981 to 1985.
Previously Mr. Pratt was employed by Kennecott Copper Corporation, where
he served as Senior Vice-President for Marketing and Refining from 1979
to 1981, as General Manager of Utah Copper Division from 1976 to 1979,
and as President of Kennecott Sales Corporation from 1972 to 1976.
Mr. Pratt is a former Director of the Salt Lake City Branch of the
Federal Reserve Bank of San Francisco.
-5-
RALPH N. GILGES was elected as a director of the Company
on June 7, 1993. Mr. Gilges has had over thirty years of experience
in mining and manufacturing. From 1982 to 1991, he was employed
by Golden Cat Corporation where he held various positions including
Vice Chairman and Executive Vice President of
Operations/Administration. Prior to that, Mr. Gilges worked five
years for Bunker Hill Company, eventually as Vice President-
Metallurgy. His previous employment includes various positions with
Kennecott Copper Corporation and Roan Consolidated Mines, Ltd.
Mr. Gilges served on the Advisory Board of the College of Mines and
Earth Resources-University of Idaho. Since April 1992, Mr. Gilges
has been President and owner of Airdale Pet Services, Inc. and Pet
Management of Indiana, Inc.
DR. THOMAS A. HENRIE was elected as a director of the
Company on May 8, 1992. Dr. Henrie is a former Chief Scientist,
Acting Director, Deputy Director and Associate Director of Mineral
and Material Research and Development at the United States
Bureau of Mines. Dr. Henrie has authored numerous technical
reports and holds fifteen patents in the field of extractive metallurgy.
He has served as Chairman of the Extractive Metallurgy Division of
the American Institute of Mining Engineers (AIME), Vice President of
the AIME and the President of the Metallurgical Society. Dr. Henrie
is presently a principal of The Henrie Group, Salt Lake City, Utah, a
firm which provides metallurgical consulting services.
IWAO INO was elected as a director of the Company effective
upon the merger of Pacific Silver into the Company in 1989. Mr. Ino
previously served as a director of Pacific Silver from October 1986
to the time of merger. Mr. Ino has been employed as a principal of
Makaloa Consultants, Inc., Honolulu, Hawaii, since 1985. He was previously
employed as an Agency Manager for Equitable Life Assurance Society.
JACK W. KENDRICK was appointed as a director of the
Company on September 15, 1995. Mr. Kendrick has nearly thirty
years experience in mining, chemical manufacturing, forest products
and environmental remediation. From 1977 to 1982, he was
employed by The Bunker Hill Company where he held the positions
of President and Vice President - Finance. Prior to that, Mr.
Kendrick worked three years for Lithium Corporation of America as
Vice President - Finance. His previous employment includes seven
years with The Anaconda Company in various positions of increasing
responsibility. Mr. Kendrick has served on numerous professional
and civic boards including the Idaho Mining Association and the
Associated Taxpayers of Idaho. Since 1982, Mr. Kendrick has been
President of Bunker Limited Partnership, Kellogg, Idaho.
THOMAS D. MUELLER was elected as a director of the
Company on June 3, 1994. Mr. Mueller has served as President of
Crown Technology Corporation since 1974 and as President of both
Klemm Products Co. and Central Compounding Company, each located in
Lake Bluff, Illinois, since 1984. He holds a Doctor of Jurisprudence
degree from the Loyola University of Chicago College of Law.
JOHN A. BIELUN was appointed Vice President of Finance and
Administration in October 1992 and promoted to Senior Vice-
President and Chief Financial Officer in June 1995. From May 1989
to October 1992, he was employed by Allegheny & Western Energy
Corporation as both Vice President of Finance and as the President
of a wholly-owned gas marketing subsidiary. From November 1987
to April 1989, Mr. Bielun was the Director of Finance and
Administration for Burger Boat Company, Inc. Previous employment
includes positions with Sun Company, White River Shale Oil
Corporation (a Sun Company joint venture) and the Penn Central
Corporation. Mr. Bielun is a Certified Public Accountant.
JAMES S. GOFF was appointed Vice President of Engineering
and Construction in April 1992. Mr. Goff was previously employed
by Bonneville Pacific Corporation as Vice President of Engineering
and Construction for six years. Prior to that, Mr. Goff was
Construction Manager for White River Shale Oil Corporation and
Manager of Construction-USA for Eaton Corporation. From 1974 to
1979, Mr. Goff worked for Davy McKee, Inc., as the General
Manager in charge of the engineering and construction of Kennecott
Copper Corporation's Utah smelter project.
-6-
BRIAN K. JONES was appointed Vice President of Exploration
in February 1995. Mr. Jones has been employed by the Company
since 1992, initially as a consulting geologist and, starting in 1993,
as Chief Geologist. Mr. Jones has over 20 years of experience in
mineral exploration in North and South America. Since 1988, Mr.
Jones has worked as an independent consultant in the mining
industry for clients including Hecla Mining Company, Kennecott
Copper Corporation and BHP - International. Previous employment
includes positions with Bear Creek Mining Company and Exxon
Minerals Company.
MARGO R. BERGESON joined the Company on September 1,
1993 as Director - Investor/Public Relations, Director - Human
Resources and Assistant Corporate Secretary. Ms. Bergeson was
ate Secretary on September 9, 1994. From April
1989 to March 1993 she was employed by Bonneville Pacific
Corporation in Investor Relations and later as Manager of Public
Relations, Manager Human Resources and Corporate Secretary of
its wholly-owned subsidiary Recomp, Inc. Ms. Bergeson's
background also includes service with White River Shale Oil
Corporation, IBM, and several years as an independent business
owner.
For the business biographies of Mr. Keily and Mr. Tanaka, see
ELECTION OF DIRECTORS - Nominees and Information.
REPORTS UNDER SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder require the Company's executive officers and
directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and
Exchange Commission and the National Association of Securities
Dealers Automated Quotations System ("NASDAQ") and to furnish
the Company with copies.
Based on its review of the copies of such forms received by the
Company, or written representations from certain reporting persons,
the Company believes that during 1995 all filing requirements under
Section 16(a) were complied with, except that one report apiece,
covering options to purchase Common Stock of the Company pursuant to
the terms of their employment agreements, were filed late by Messrs.
Pratt, Bielun and Goff.
BOARD OF DIRECTOR MEETINGS AND COMMITTEES
In 1995, there were four meetings of the Board of Directors.
All of the directors attended at least 75% of the meetings they were
eligible to attend.
The Board of Directors has a standing Audit Committee,
Compensation Committee and Nominating Committee. The Audit
Committee and the Compensation Committee met twice during 1995.
The Nominating Committee met once during 1995.
The responsibilities of the Audit Committee include: (1) the
recommendation of the selection and retention of the Company's
independent public accountants; (2) the review of the independence
of such accountants; (3) the review of the Company's internal control
system; (4) the review of the Company's annual financial report
to stockholders; and (5) the review of applicable interested
party transactions. The Audit Committee is comprised of Messrs. Jack
W. Kendrick, Chairman, Ralph N. Gilges and John A. Keily. No
member of the Audit Committee is an officer of the Company.
The Compensation Committee makes recommendations to the
Board concerning specific and general matters of management
compensation. Its task is to review management compensation
policies and practices, determine incentive compensation awards and
officer salary adjustments. The Compensation Committee is
comprised of Mr. Thomas D. Mueller, Chairman, Dr. Thomas A.
Henrie and Mr. Iwao Ino. No member of the Compensation
Committee is an officer of the Company.
-7-
The Nominating Committee makes recommendations to the
Board concerning the recruitment, selection and retention of
directors. All nominees must be approved by a majority of the
Board. Messrs. Robert N. Pratt and John A. Keily serve as
members of the Nominating Committee. The Nominating Committee
also considers nominees recommended to it in writing by
stockholders and sent to the Secretary of the Company.
STOCK OWNERSHIP
The Company knows of no beneficial owner of five percent or
more of the Company's common stock nor does it know of any
arrangement which may at a subsequent date result in a change of
control of the Company.
The following table sets forth the number of shares of the
Company's common stock beneficially owned as of March 31, 1996,
by each director and by all directors and executive officers, as a
group, as reported by each such person.
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership(1) Class
------------------------ -------------------- ----------
<S> <C> <C>
Robert N. Pratt 673,358 (2) 2.39%
Ralph N. Gilges 35,233 (3) *
Thomas A. Henrie 34,167 *
Iwao Ino 119,579 *
John A. Keily 43,333 *
Jack W. Kendrick 13,333 *
Thomas D. Mueller 144,100 (4) *
Toshiaki Tanaka 457,852 (5) 1.61%
All directors and officers
as a group (12 persons) 1,700,455 (2)(3)(4)(5)(6) 5.83%
* Represents less than 1% of the Company's common stock outstanding.
</TABLE>
(1) Except as otherwise noted below, to the knowledge of
the Company, each beneficial owner named above has
sole voting power and sole investment power.
(2) Includes 574,000 shares that are unissued but with
respect to which Mr. Pratt has the right to acquire
beneficial ownership through the exercise of stock
options within 60 days of the date of this Proxy
Statement. Excludes 1,300 shares of common stock held
by one of Mr. Pratt's children, as to which Mr. Pratt
disclaims any beneficial interest.
(3) Includes 6,300 shares held by a corporate retirement fund.
(4) Excludes 30,500 shares owned by Mr. Mueller's spouse,
41,700 shares held in custodianship by Mr. Mueller's
spouse for Mr. Mueller's children and 15,834 shares
owned by Mr. Mueller's children, as to all of which Mr.
Mueller disclaims any beneficial interest.
(5) Includes 231,605 shares of common stock held in trust
for Mr. Tanaka's spouse, as to which Mr. Tanaka has a
beneficial interest.
(6) Includes 140,500 shares that are unissued but with
respect to which officers who are not also directors have
the right to acquire beneficial ownership through the
exercise of stock options within 60 days of the date of
this Proxy Statement.
-8-
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth information with respect to all
compensation paid by the Company in 1995, 1994 and 1993 to the
Company's Chief Executive Officer and other executive officers
whose total remuneration exceeded $100,000 for the year ended
December 31, 1995.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Awards
Securities
Annual Underlying All Other
Name and Principal Position Year Salary Options(#)(1) Compensation
- --------------------------- ---- ------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Robert N. Pratt 1995 $211,603 431,000 $10,280 (2)
Chief Executive Officer 1994 $196,157 148,000 $42,051 (3)
1993 $180,070 0 $ 8,991 (2)
John A. Bielun 1995 $135,883 170,000 $ 6,584 (4)
Chief Financial Officer 1994 $125,624 92,000 $ 9,769 (5)
1993 $115,045 0 $36,577 (6)
James S. Goff 1995 $101,405 118,000 $ 5,070 (7)
Vice-President of 1994 $ 95,030 55,000 $ 4,752 (7)
Engineering and 1993 $ 95,030 0 $ 2,178 (7)
Construction
</TABLE>
(1) Represents Stock Options which were issued under the terms of
employment agreements and in accordance with the Company's 1994
Stock Option Plan. See Option/SAR Grants in the Last Fiscal Year
on page 10 for more detail as to the Stock Options issued in 1995.
(2) Represents matching contributions made by the Company on
behalf of Mr. Pratt to the Company s 401K Retirement Plan.
(3) Represents relocation costs incurred by Mr. Pratt and paid for by
the Company plus matching contributions made by the Company
on behalf of Mr. Pratt to the Company's 401K Retirement Plan.
(4) Represents matching contributions made by the Company on
behalf of Mr. Bielun to the Company's 401K Retirement Plan.
(5) Represents relocation costs incurred by Mr. Bielun and paid for
by the Company plus matching contributions made by the
Company on behalf of Mr. Bielun to the Company's 401K
Retirement Plan.
(6) Represents relocation costs incurred by Mr. Bielun and paid for
by the Company.
(7) Represents matching contributions made by the Company on
behalf of Mr. Goff to the Company's 401K Retirement Plan.
-9-
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable Value
Number of % of Total at Assumed Annual
Shares Options/ Market Rates of Stock
Underlying SAR's Price Price Appreciation
Options/SAR's Granted Exercise on Date for Option Term (6)
Granted to Employees Price of Grant Expiration ---------------
Name # in Fiscal Yr ($/Sh) ($/Sh) Date 5% ($) 10% ($)
- ------ -------- ---------- ------- -------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <c)
Robert 375,000 (1) 39.72% $ .75 $1.16 06/09/05 $ 427,320 $795,750
N. Pratt 56,000 (2) 5.93% $1.72 $1.72 12/08/05 $ 60,575 $142,154
John 120,000 (3) 12.71% $ .75 $1.16 06/09/05 $ 136,742 $254,640
A. Bielun 50,000 (4) 5.29% $1.72 $1.72 12/08/05 $ 54,085 $126,924
James 90,000 (5) 9.53% $ .75 $1.16 06/09/05 $ 102,557 $190,980
S. Goff 28,000 (4) 2.96% $1.72 $1.72 12/08/05 $ 30,288 $ 71,077
</TABLE>
(1) The Stock Options, which were issued under the terms of Mr. Pratt's
1995 employment agreement, are exercisable ratably over a three
year period beginning October 15, 1996.
(2) The Stock Options, which were issued in accordance with the Company's
1994 Stock Option Plan, are exercisable on December 8, 1996.
(3) The Stock Options, which were issued under the terms of Mr.
Bielun's 1995 employment agreement, are exercisable ratably
over a three year period beginning October 18, 1996.
(4) The Stock Options, which were issued in accordance with the
Company's 1994 Stock Option Plan, are exercisable ratably over
a four year period beginning December 8, 1996.
(5) The Stock Options, which were issued under the terms of Mr. Goff's
1995 employment agreement, are exercisable ratably over a
three year period beginning October 15, 1996.
(6) These amounts are the pre-tax gains which could be realized in
2005 if an executive exercised all of his 1995 options in 2005
and the price of Alta Gold stock appreciated by 5% and 10%
assumed growth rates during this ten year period. The amounts
are not intended to forecast the possible future appreciation,
if any, of the price of Alta Gold stock. Any such price
increase would also benefit all of the Company's stockholders.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table sets forth information as to the
unexercised options to purchase the Company's common stock held
by the officers named in the Summary Compensation Table and the
value of the options at December 31, 1995. No options were
exercised by the named Executive Officers during 1995.
-10-
OPTION VALUES AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options at
Options at Year-End Year- End (1)
--------------------- ------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Robert N. Pratt 574,000 505,000 $896,875 $789,063
John A. Bielun 83,000 259,000 $129,688 $404,688
James S. Goff 27,500 145,500 $ 42,969 $227,344
</TABLE>
(1) The closing price of the Company's common stock as obtained
from the NASDAQ Stock Market Summary of Activity on December
31, 1995, was $1-9/16 per share.
COMPENSATION OF DIRECTORS
A director who is an employee of the Company receives no
additional compensation for services as a director. Directors who
are not employees of the Company receive 10,000 shares of
common stock in the Company or 80% of their market value
equivalent in cash annually, $750 for each Board meeting attended
and $500 for each committee meeting attended. Each director is
also reimbursed for all reasonable expenses incurred in attending
such meetings. If a director serves for a period of less than an
entire fiscal year, such director's annual compensation is prorated
accordingly.
EMPLOYMENT CONTRACTS
In June 1995, the Company entered into new employment
agreements with Robert N. Pratt and John A. Bielun and an
employment agreement with James S. Goff. The new employment
agreements with Messrs. Pratt and Bielun essentially extended
employment agreements which were entered into in 1991 and 1992,
respectively, and which were scheduled to terminate. The general
terms of each agreement are as follows:
Robert N. Pratt
---------------
Mr. Pratt is to receive a base annual salary of $220,500 subject
to a minimum 7% increase on January 1, 1996, 1997 and 1998.
As a signing bonus, Mr. Pratt was granted options to purchase
125,000 shares of the Company's stock on each of October 15, 1996,
1997 and 1998, for a total option of 375,000 shares, at a price of
$.75 per share. Both these 375,000 options plus the 500,000
options granted to Mr. Pratt under the terms of his 1991
employment agreement are to be exercisable for a period of ten
years from the date of grant.
If, prior to October 15, 1998, Mr. Pratt is removed from the
position of Chairman and Chief Executive Officer or is terminated
other than by voluntary resignation or for cause (as defined in the
agreement), he is to receive a lump sum payment of the
remaining salary plus minimum increases due to him through
October 15, 1998, plus any and all of his unexercisable stock
options are to become immediately exercisable.
Should Mr. Pratt become disabled (as defined in the agreement),
he is to receive his full salary for the first nine months of
disability, one-half salary for the next nine months and one-fourth
salary for the next nine months; provided, however, that no such
compensation shall be payable after October 15, 1998. If Mr.
Pratt dies during the term of the agreement, his estate is to
receive an amount equal to one year's salary.
-11-
In the event of a change in control (as defined in the agreement),
Mr. Pratt is to receive an amount equal to 2.9 times the average
annual sum of his salary and bonuses prior to the date of the
change in control, as reduced by the least amount, if any,
required in order to avoid any loss of a tax deduction by the
Company.
John A. Bielun
--------------
Mr. Bielun is to receive a base annual salary of $132,000, subject
to a minimum 7% increase on January 1, 1996, 1997 and 1998,
plus a $350 per month car allowance. As a signing bonus, Mr.
Bielun was granted options to purchase 40,000 shares of the
Company's stock on each of October 18, 1996, 1997 and 1998, for a
total option of 120,000 shares, at a price of $.75 per share. Both
these 120,000 options plus the 80,000 options granted to Mr.
Bielun under the terms of his 1992 employment agreement are
to be exercisable for a period of ten years from the date of grant.
If, prior to October 18, 1998, Mr. Bielun is removed from the
position of Senior Vice-President and Chief Financial Officer or
is terminated other than by voluntary resignation or for cause (as
defined in the agreement), he is to receive a lump sum payment
of the remaining salary plus minimum increases due to him
through October 18, 1998, plus any and all of his unexercisable
stock options are to become immediately exercisable.
Should Mr. Bielun become disabled (as defined in the
agreement), he is to receive his full salary for the first nine
months of disability, one-half salary for the next nine months and
one-fourth salary for the next nine months; provided, however,
that no such compensation shall be payable after October 18,
1998. If Mr. Bielun dies during the term of the agreement, his
estate is to receive an amount equal to one year's salary.
In the event of a change in control (as defined in the agreement),
Mr. Bielun is to receive an amount equal to 2.9 times the
average annual sum of his salary and bonuses prior to the date
of the change in control, as reduced by the least amount, if any,
required in order to avoid any loss of a tax deduction by the
Company.
James S. Goff
-------------------
Mr. Goff is to receive a base annual salary of $101,650 subject
to a minimum 7% increase on January 1, 1996, 1997 and 1998.
As a signing bonus, Mr. Goff was granted options to purchase
30,000 shares of the Company's stock on each of October 15, 1996,
1997 and 1998, for a total option of 90,000 shares, at a price of
$.75 per share. The stock options are exercisable for a period
of ten years from the date of grant.
If, prior to October 15, 1998, Mr. Goff is removed from the
position of Vice-President of Engineering and Construction or is
terminated other than by voluntary resignation or for cause (as
defined in the agreement), he is to receive a lump sum payment
of the remaining salary plus minimum increases due to him
through October 15, 1998, plus any and all of his unexercisable
stock options are to become immediately exercisable.
Should Mr. Goff become disabled (as defined in the agreement),
he is to receive his full salary for the first nine months of
disability, one-half salary for the next nine months and one-fourth
salary for the next nine months; provided, however, that no such
compensation shall be payable after October 15, 1998. If Mr.
Goff dies during the term of the agreement, his estate is to
receive an amount equal to one year's salary.
In the event of a change in control (as defined in the agreement),
Mr. Goff is to receive an amount equal to 2.9 times the average
annual sum of his salary and bonuses prior to the date of the
change in control, as reduced by the least amount, if any,
required in order to avoid any loss of a tax deduction by the
Company.
-12-
Notwithstanding anything to the contrary set forth in any of
the Company's previous filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that
might incorporate future filings, including this Proxy Statement, in
whole or in part, the following Compensation Committee Report and the
Performance Graph on page 14 shall not be incorporated by reference
into any such filings.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors (the
"Committee") is responsible for setting and administering the policies
that govern the compensation of the executive officers of the
Company. The Committee is comprised of three outside directors
appointed annually by the Board of Directors.
The primary objectives of the Company's executive compensation
program are: to attract and retain key executives who are critical to
the long-term success of the Company, to provide an economic
framework that will motivate executives to achieve goals consistent
with the Company's business strategy, to reward performance that
benefits all stockholders, and to provide a compensation package
that recognizes individual results and contributions to the overall
success of the Company.
The Company's policy objectives are that the Company pay base
salaries that are competitive with those paid by comparable
companies in the mining industry, and that the Company pay
bonuses, if it can, when individual performance or other
circumstances warrant special recognition.
Periodically, the Committee evaluates each individual officer's
performance, corporate performance and stock price appreciation in
order to determine whether to authorize salary increases or the
payment of bonuses to executive officers.
In 1995: 1) revenues increased by 93%, from $10.7 million in
1994 to $20.6 million in 1995; 2) operating income increased by
nearly 500%, from $.6 million in 1994 to $3.8 million in 1995; 3) net
income increased by 110%, from $2.8 million in 1994 to $5.9 million
in 1995; 4) liquidity improved by $2.1 million, from a working capital
deficit of $2.4 million at the end of 1994 to a working capital deficit
of $.3 million at the end of 1995; and 5) the market value of the
Company's stock increased by 35%, from $1-5/32 per share as of
the end of 1994 to $1-9/16 per share as of the end of 1995. As the
result of these accomplishments, the Compensation Committee
recommended to extend Mr. Pratt and Mr. Bielun's employment
agreements for three additional years and to grant Mr. Goff an
employment agreement for a similar time period. In addition to the
stock options included as employment agreement signing bonuses,
the Compensation Committee also recommended additional stock
options for Messrs. Pratt, Bielun and Goff in the amounts of 56,000,
50,000 and 28,000 shares, respectively. The Compensation
Committee firmly believes that this combination of intermediate term
employment contracts plus stock options has proven and will
continue to prove the best means of retaining the Company's
executives and motivating them to improve corporate performance
and stock price appreciation.
Thomas D. Mueller, Chairman
Thomas A. Henrie
Iwao Ino
-13-
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in
the Company's cumulative total stockholder return on its common
stock to that of the NASDAQ Market Index and an index of a group
of peer companies engaged in precious and base metal mining.
- -----------------------------------------FISCAL YEAR ENDING--------------
COMPANY 1990 1991 1992 1993 1994 1995
ALTA GOLD CO 100 40.00 26.67 60.00 61.67 83.33
PEER GROUP 100 64.59 58.96 95.60 62.66 66.53
BROAD MARKET 100 128.38 129.64 155.50 163.26 211.77
THE INDUSTRY PEER GROUP INDEX INCLUDES THE FOLLOWING COMPANIES:
ALASKA APOLLO RESOURCES
ATLAS CORPORATION
CANYON RESOURCES CORPORATION
CONSOLIDATED NEVADA GOLDFIELDS CORPORATION
CROWN RESOURCES CORPORATION
FMC GOLD COMPANY
LA TEKO RESOURCES LIMITED
ROYAL GOLD, INC
SUNSHINE MINING AND REFINING COMPANY
USMX, INC
THESE COMPANIES HAVE THE STANDARD INDUSTRIAL CODE 1041 -
METAL MINING GOLD ORES
THE BROAD MARKET INDEX IS THE NASDAQ MARKET INDEX
-14-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Under the provisions of the Company's relocation policy,
employees may receive bridge loans from the Company during the
relocation process. These loans accrue interest at 6% per annum
and must be re-paid upon the sale of the relocated employee's
former residence. In accordance with this policy, Mr. Pratt received
a bridge loan of $125,250 in 1993, which was re-paid in full plus
accrued interest in March 1995, following the sale of Mr. Pratt's
former residence in March 1995.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP, as the
Company's independent public accountants for 1996 at the
recommendation of the Audit Committee. Representatives of Arthur
Andersen LLP will be present at the 1996 Annual Meeting. They will
have an opportunity to make a statement if they so desire and will
be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
To be considered for inclusion in the Proxy Statement and for
consideration at the Annual Meeting, stockholder proposals must be
submitted on a timely basis. Proposals for the 1997 Annual Meeting
of Stockholders must be received by the Company no later than
November 30, 1996. Any such proposals, as well as any questions
related thereto, should be directed to the Secretary of the Company.
OTHER MATTERS
The Board of Directors is not aware of any other business which
may come before the Annual Meeting. If any other matters should
properly come before the Annual Meeting, the persons named on the
enclosed proxy card will vote all proxies in accordance with their best
judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
Margo R. Bergeson
Secretary
April 30, 1996
THE COMPANY'S ANNUAL REPORT ON SECURITY AND EXCHANGE COMMISSION FORM 10-K,
INCLUDING THE FINANCIAL STATEMENTS FOR THE TWELVE MONTHS ENDED DECEMBER 31,
1995, WILL BE FURNISHED WITHOUT CHARGE TO ANY BENEFICIAL OWNER OF
SECURITIES ENTITLED TO VOTE AT THIS ANNUAL MEETING. TO OBTAIN A COPY
OF THE FORM 10-K, WRITTEN REQUEST MUST BE MADE TO THE COMPANY AND THE
REQUESTING PERSON MUST REPRESENT IN WRITING THAT HE WAS A BENEFICIAL
OWNER OF THE COMPANY'S SECURITIES AS OF APRIL 30, 1996.
REQUESTS SHOULD BE ADDRESSED TO:
Alta Gold Co.
Attention: Director - Investor Relations
601 Whitney Ranch Drive, Suite 10
Henderson, Nevada 89014
-15-
PROXY FOR ALTA GOLD CO.
1996 ANNUAL MEETING OF STOCKHOLDERS
JUNE 14, 1996
The undersigned stockholder of Alta Gold Co. hereby appoints John A.
Bielun and Margo R. Bergeson, and each of them, as proxies with full power
of substitution, to represent the undersigned and to vote, as directed below,
all of the common shares of Alta Gold Co., which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of Alta Gold Co. to
be held on June 14, 1996, and at any and all adjournments and postponements
thereof.
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below; except as marked to the contrary
in accordance with the instruction below.
/ / WITHHOLD AUTHORITY to vote for all nominees listed below.
NOMINEES: JOHN A. KEILY and TOSHIAKI TANAKA
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.)
2. To approve an amendment to the Company's Articles of Incorporation
increasing the Company's authorized shares of Common Stock from
40,000,000 to 60,000,000.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, on such other matters as may properly come before
the Meeting, including the election of any person to any position for
which a bona fide nominee is named in the Proxy Statement and such
person is unable to serve or for good cause will not serve.
(Please date and sign on the reverse side.)
(Continued from other side.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALTA
GOLD CO. AND, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
DATE ------------------------------
------------------------------
------------------------------
(Signature of Stockholder)
Please sign exactly as your name appears herein.
Where shares are held jointly in names of two
or more persons ALL should sign. When signing
as attorney, executor, administrator, trustee
or guardian, please give your full title. If
a corporation, please sign full corporate name
by duly authorized officer. If a partnership,
please sign in full partnership name by
authorized partner.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
