As filed with the Securities and Exchange Commission
on June 11, 1996
Registration No. 33- __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALTA GOLD CO.
(Exact name of registrant as specified in its charter)
NEVADA 87-0259249
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
601 WHITNEY RANCH DRIVE
SUITE 10
LAS VEGAS, NEVADA 89914
(Address of registrant's principal executive offices, including
zip code)
STOCK OPTION AGREEMENTS BETWEEN GERALD METALS, INC. AND ALTA GOLD
CO. DATED MARCH 28, 1995, AND MAY 31, 1996
(Full title of the plan)
______________________
JOHN A. BIELUN
601 WHITNEY RANCH DRIVE, SUITE 10
HENDERSON, NEVADA 89014
(702) 433-8525
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________________
COPY TO:
MICHAEL J. BONNER
J. DAVID HERSHBERGER
KUMMER KAEMPFER BONNER & RENSHAW
3800 HOWARD HUGHES PARKWAY
SEVENTH FLOOR
LAS VEGAS, NEVADA 89109
(702) 792-7000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED<F1> OFFERING AGGREGATE FEE
PRICE PER OFFERING
SHARE<F2> PRICE<F2>
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 225,000 $1.9375 $435,937.50 $150.31
<FN>
<F1> Represents the maximum number of shares which may be distributed
pursuant to this Registration Statement, absent recapitalization
provisions of the Plan.
<F2> Pursuant to Rule 457(h), based upon the price at which options
to purchase shares outstanding as of the date hereof may be
exercised (150,000 shares at $1.03125 per share and 75,000 shares
at $3.75 per share).
<FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Alta Gold Co. (the
"Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1995, including all amendments;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, including all amendments; and
(c) The description of the Company's common stock, $0.001
par value (the "Common Stock"), set forth under the caption
"Description of Capital Stock" in the Company's Registration
Statement on Form S-3, Amendment No. 2, as filed with the
Commission on April 16, 1996, and all amendments and reports
filed thereafter for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act") prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of Chapter 78 of the Nevada Revised Statutes
and Article VIII of the Company's Bylaws contain provisions for
indemnification of officers, directors, employees and agents of
the Company. The Bylaws require the Company to indemnify such
persons to the full extent permitted by Nevada law. Each person
will be indemnified in any proceeding if he acted in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interest of the Company. Indemnification
would cover expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement.
The Company's Bylaws also provide that the Company's Board
of Directors may cause the Company to purchase and maintain
insurance on behalf of any present or past director or officer
insuring against any liability asserted against such person
incurred in the capacity of director or officer or arising out of
such status, whether or not the Company would have the power to
indemnify such person. The Company presently maintains liability
insurance for its directors and officers.
2
<PAGE>
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.01 Specimen Common Stock Certificate for the Company's
Common Stock is incorporated herein by reference from
Amendment No.2 to the Company's Registration Statement
on Form S-3 filed April 16, 1996 (file no. 33-84046),
Item 16, Exhibit 4.01.
4.02 Stock Option Agreement between Gerald Metals, Inc. and
Alta Gold Co. dated March 28, 1995, is incorporated
herein by reference from the Company's Quarterly Report
on Form 10-Q for the quarter ended June, 30, 1995 (file
no. 2-2274), Item 6, Exhibit 10.60.
4.03 Stock Option Agreement between Gerald Metals, Inc. and
Alta Gold Co. dated May 31, 1996.
5.01 Opinion of Kummer Kaempfer Bonner & Renshaw re:
legality of the securities being registered.
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of Kummer Kaempfer Bonner & Renshaw (contained
in Exhibit 5.01).
24.01 Power of Attorney (included on the signature page
hereto).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which the offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii)
of this section shall not apply to this registration statement on
Form S-8 if the information required to be included in the post-
effective amendment by these paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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; and
3
<PAGE>
(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.
(b) The undersigned registrant hereby undertakes 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 that 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.
(c) 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 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment of the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer 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 Act and will be governed by the final adjudication of such
issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Henderson, State of Nevada, on May 25, 1996.
ALTA GOLD CO.
By: /s/ Robert N. Pratt
Robert N. Pratt
President, Chief Executive
Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY
The undersigned directors and officers of Alta Gold Co.
hereby appoint Robert N. Pratt or John A. Bielun as attorney-in-
fact for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and
file with the Securities and Exchange Commission under the
Securities Act any and all amendments (including post-effective
amendments) and exhibits to this registration statement and any
and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the registration
of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever
requisite and necessary or desirable, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the persons in the
capacities and on the date indicated.
SIGNERS TITLE DATE
/s/ Robert N. Pratt President, Chief Executive May 25, 1996
Robert N. Pratt Officer and Director
(Principal Executive
Officer)
/s/ John A. Bielun Vice President-Finance May 25, 1996
John A. Bielun and Chief Financial
Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ Ralph N. Gilges Director May 25, 1996
Ralph N. Gilges
5
<PAGE>
/s/ Thomas A. Henrie Director May 25, 1996
Thomas A. Henrie
/s/ Iwao Ino Director May 25, 1996
Iwao Ino
/s/ John A. Keily Director May 25, 1996
John A. Keily
/s/ Jack W. Kendrick Director May 25, 1996
Jack W. Kendrick
/s/ Thomas D. Mueller Director May 25, 1996
Thomas D. Mueller
/s/ Toshiaki Tanaka Director May 25, 1996
Toshiaki Tanaka
6
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION SEQUENTIAL
NUMBER PAGE
NUMBER
4.01 Specimen Common Stock Certificate for the
Company's Common Stock is incorporated
herein by reference from Amendment No. 2 to
the Company's Registration Statement on
Form S-3 filed April 16, 1996 (file no. 33-
84046), Item 16, Exhibit 4.01.
4.02 Stock Option Agreement between Gerald
Metals, Inc. and Alta Gold Co. dated March
28, 1995, is incorporated herein by
reference from the Company's Quarterly
Report on Form 10-Q for the quarter ended
June, 30, 1995 (file no. 2-2274), Item 6,
Exhibit 10.60.
4.03 Stock Option Agreement between Gerald 8
Metals, Inc. and Alta Gold Co. dated May
31, 1996.
5.01 Opinion of Kummer Kaempfer Bonner & Renshaw 11
re: legality of the securities being
registered.
23.01 Consent of Arthur Andersen LLP. 13
23.02 Consent of Kummer Kaempfer Bonner & Renshaw
included in Exhibit 5.01.
24.01 Power of Attorney (included on the
signature page hereto).
7
<PAGE>
EXHIBIT 4.03
<PAGE>
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 31st day of May, 1996,
between ALTA GOLD CO., a Nevada corporation ("Company"), and
GERALD METALS, INC., a Delaware corporation ("Gerald").
W I T N E S S E T H
WHEREAS, Gerald has loaned certain funds to Company and has
provided financial and consulting services to Company including
consultation services in connection with hedging and precious
metals sales;
NOW, THEREFORE, in consideration of Gerald's funding and
services and the covenants and agreements herein contained, the
parties hereto hereby agree as follows:
1. GRANT OF STOCK OPTION. Company hereby grants to Gerald
a stock option (the "Option") entitling Gerald, at any time and
from time to time during the period set forth in Section 2 of
this Agreement, to purchase from Company, at a price of Three and
75/100 Dollars ($3.75) per share, up to, but not exceeding in the
aggregate, seventy-five thousand (75,000) shares of Company's
Common Stock ("Common Stock"). "Dollars" and the sign "$", as
used in this Agreement, shall mean lawful money of the United
States of America.
2. VESTING AND EXERCISE OF OPTION. The Option shall be
fully vested and exercisable beginning on the date hereof and
continuing for a period of five (5) years from the date hereof.
3. METHOD OF EXERCISING OPTIONS. Gerald, from time to
time, may exercise the Option in whole or in part by delivering
to Company: (i) a written notice duly signed by Gerald, stating
the number of shares that Gerald has elected to purchase at that
time from Company and (ii) cash, check, bank draft, bank wire
transfer or postal or express money order payable to the order of
Company, or Common Stock with a fair market value on the exercise
date, in an amount equal to the purchase price of the shares then
to be purchased.
4. ISSUANCE OF SHARES. As promptly as practical after
receipt of such written notification and consideration, Company
shall issue or transfer to Gerald the number of shares with
respect to which the Option has been so exercised and shall
deliver to Gerald a certificate or certificates therefor in
Gerald's name.
5. TRANSFERABILITY AND INVESTMENT INTENT. The Option is
transferable by Gerald; Gerald agrees that any such transfer will
be in compliance with all applicable laws, including all federal
and state securities laws. Gerald acknowledges that the Option
has not been registered under the Securities Act of 1933, as
amended, and that the Option may not be sold or transferred
unless it is subsequently registered or an exemption from
registration is available. Gerald is acquiring the Option for
its own account, for investment purposes only and not with a view
toward the resale or distribution thereof.
<PAGE>
6. REGISTRATION AND LISTING. Company hereby agrees to
promptly register the shares issuable under the Option with the
Securities and Exchange Commission on Form S-8 (or other
comparable available form) and to keep such registration
effective during the term of the Option and to list such shares
and to keep such listing in effect during the term of the Option,
subject to notice of issuance, on NASDAQ and any other stock
exchange in which the Common Stock may be listed. Company
further agrees to promptly register or qualify the shares
issuable under the Option with any other applicable governmental
body as may be required by applicable law or regulation, to
obtain any approvals by any governmental or regulatory body as
may be required, and to otherwise comply with all applicable
laws, rules and regulations relating to Company's obligation to
sell and deliver shares hereunder.
7. NOTICE. Every notice or other communication relating
to this Agreement shall be in writing, and shall be mailed to or
delivered to the party for whom it is intended at such address as
may from time to time be designated by it in a notice mailed or
delivered to the other party as herein provided; provided that,
unless and until some other address is so designated, all notices
or communications by Gerald to Company shall be mailed or
delivered to Company at its office at 601 Whitney Ranch Drive,
Suite 10, Henderson, Nevada 89014, Attention: President, and all
notices or communications by Company to Gerald shall be mailed or
delivered to Gerald at its office at High Ridge Park, P.O. Box
10134, Stamford, Connecticut 06904, Attention: Robert C. Kaeser,
Vice President.
8. ADJUSTMENTS. In the event of any change in the voting
Common Stock of Company by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-
up, combination or exchange of voting Common Stock, or any rights
offering to purchase voting Common Stock at a price substantially
below fair market value, or of any similar change affecting the
voting Common Stock, then in any such event the number and kind
of shares subject to the Option and their purchase price per
share shall be appropriately adjusted consistent with such change
in such manner as to prevent substantial dilution or enlargement
of the rights granted to Gerald hereunder.
9. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of New
York, without giving effect to the conflict of laws principles
thereof.
In Witness Whereof, the parties hereto have executed this
Agreement on the day and year first above written.
ALTA GOLD CO.
By: /s/ Robert N. Pratt
Title: President
(Signatures continued on page 3)
2
<PAGE>
GERALD METALS, INC.
By: /s/ Robert C. Kaeser
Title: Vice President
By: /s/
Title: Senior Vice President
3
<PAGE>
EXHIBIT 5.01
<PAGE>
June 10, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
RE: ALTA GOLD CO.
STOCK OPTION AGREEMENT BETWEEN GERALD METALS, INC.
AND ALTA GOLD CO.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
As counsel to Alta Gold Co., a Nevada corporation (the
"Company"), we are rendering this opinion in connection with the
registration by the Company of 225,000 shares (the "Shares") of
common stock, $.001 par value, of the Company and the proposed
sale thereof. The Shares are to be issued and sold in connection
with the Stock Option Agreement between Gerald Metals, Inc. and
Alta Gold Co.
We have examined all instruments, documents and records
which we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination and subject to the
limitations hereinabove provided, we are of the opinion that the
Company has the full power and authority under the laws of the
State of Nevada, and under the Company's Articles of
Incorporation and Bylaws, as amended, to issue the Shares and
that such Shares are validly authorized shares of common stock of
the Company, and when issued, upon receipt of payment therefor,
will be legally issued, fully paid and nonassessable and not
subject to any preemptive or similar rights.
<PAGE>
We hereby consent to the filing of the foregoing
opinion as an exhibit to the above-referenced registrations
statement filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and to the use of our
name in such registration statement.
Sincerely,
/s/
KUMMER KAEMPFER BONNER & RENSHAW
<PAGE>
EXHIBIT 23.01
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated March 25, 1996, included in Alta Gold Co.'s Annual
Report on Form 10-K for the year nded December 31, 1995, and to
all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 10, 1996
