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
incorporation or Identification No.)
organization)
601 WHITNEY RANCH DRIVE
SUITE 10
LAS VEGAS, NEVADA 89914
(Address of registrant's principal executive offices, including
zip code)
ALTA GOLD CO. 1994 STOCK OPTION PLAN
(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 1,000,000 $1.467875 $1,467,875.00 $506.12
<FN>
<F1> Represents the maximum number of shares which may be distributed
pursuant to this Registration Statement, absent recapitalization
provisions of the Plan.
<F2> Computed pursuant to Rule 457(h) solely for purposes of
determining the registration fee, based upon the price at which
options to purchase shares outstanding as of the date hereof may
be exercised (669,000 shares at $1.34375 per share and 331,000
shares at $1.71875).
</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. 3, as filed with the
Commission on June 10, 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 Alta Gold Co. 1994 Stock Option Plan.
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) 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.
3
<PAGE>
(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
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/ President, Chief Executive May 25, 1996
Robert N. Pratt Officer and Director
(Principal Executive
Officer)
/s/ Vice President-Finance May 25, 1996
John A. Bielun and Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ Director May 25, 1996
Ralph N. Gilges
5
<PAGE>
/s/ Director May 25, 1996
Thomas A. Henrie
/s/ Director May 25, 1996
Iwao Ino
/s/ Director May 25, 1996
John A. Keily
/s/ Director May 25, 1996
Jack W. Kendrick
/s/ Director May 25, 1996
Thomas D. Mueller
/s/ 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 Alta Gold Co. 1994 Stock Option Plan. 8
5.01 Opinion of Kummer Kaempfer Bonner & Renshaw 17
re: legality of the securities being
registered.
23.01 Consent of Arthur Andersen LLP. 19
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 4.02
<PAGE>
1994 STOCK OPTION PLAN
ALTA GOLD CO.
1. PURPOSE
The 1994 Stock Option Plan (the "Plan") is intended as an
incentive to employees (whether or not officers) of Alta Gold
Co., a Nevada corporation (the "Company"), or its subsidiaries
and to others who perform substantial services for the Company,
by enabling them to acquire or increase their proprietary
interest in the Company through ownership of the Company's common
shares. The purposes of the Plan are to provide an equity and
financial incentive to enable the Company to retain valuable
employees, to attract new employees, to obtain the services of
experts and consultants, to encourage the sense of proprietorship
of such persons in the Company, and to stimulate the active
interest of such persons in the development and financial success
of the Company.
2. STATUS OF OPTIONS
Options granted under the Plan shall constitute either
incentive stock options ("Incentive Stock Options") within the
meaning of Section 422 of the Internal Revenue Code, as amended
(the "Code"), or options which are not incentive stock options
("Non-incentive Stock Options"). The Incentive Stock Options and
the Non-Incentive Stock Options which may be granted under the
Plan are referred to herein collectively as "Options."
3. ADMINISTRATION
The Plan shall be administered by a committee of the Board
of Directors (the "Committee"). The Committee shall consist of at
least three members of the Board of Directors, none of whom shall
be eligible to receive Options under the Plan while serving as a
member of the Committee. The Board of Directors may from time to
time remove members from, or add members to, the Committee.
Vacancies on the Committee, howsoever caused, shall be filled by
the Board of Directors from the Board of Directors. The Committee
shall select one of its members as Chairman. and shall hold
meetings at such times and places as it shall select. Acts
approved by a majority of the Committee at meetings at which a
quorum is present, or acts reduced to and approved in writing by
all of the members of the Committee, shall be the valid acts of
the Committee. The Committee shall have full and complete power
and authority, without further approval by the Board of
Directors, to designate those persons who shall receive Options
pursuant to the Plan; to grant Options pursuant to the Plan; to
determine whether Options granted pursuant to the Plan shall be
Incentive Stock Options or Non-Incentive Stock Options; to
establish the dates upon which Options granted pursuant to the
Plan shall be exercisable, the option purchase price of the
Company's common shares which are subject to Options granted
under the Plan and all other terms and conditions concerning the
Options or their exercise; to
<PAGE>
interpret the provisions and supervise the administration of the
Plan; and to otherwise further the purposes of the Plan. All
determinations of the Committee shall be made by a majority of
its members. The interpretation and construction by the Committee
of any provision of the Plan, or of any Option granted under it,
shall be final, conclusive and binding upon the Company and all
persons who are granted Options under the Plan. No member of the
Board of Directors or the Committee shall be liable for any
action or determination made in good faith with respect to the
Plan, or any Option granted under it.
4. ELIGIBILITY
The persons who shall be eligible to receive Incentive Stock
Options under the Plan shall be such full or part time employees
(including officers, whether or not they are directors) of the
Company, or of its subsidiaries as defined in Internal Revenue
Code Section 424(f), as the Committee shall select from time to
time. Except as otherwise specifically provided herein, no
employee shall be eligible to receive Incentive Stock Options
under the Plan if, at the date such options are granted, such
employee owns stock possessing more than ten percent of the total
combined voting power of all classes of stock of the Company, or
of any parent or subsidiary corporation, including stock
attributable to the employee pursuant to Section 424(d) of the
Code; provided, however, that any employee who would have been
otherwise eligible to receive Incentive Stock Options under the
Plan, but for the fact that such employee owns stock possessing
more than ten percent of the total combined voting power of all
classes of stock, as provided above, shall be eligible to receive
Incentive Stock Options under the Plan if, at the time such
Incentive Stock Options are granted, the option purchase price
for the Company's common shares subject to such Options is at
least 110% of the fair market value of such common shares, and if
the Incentive Stock Options granted to such employee are not
exercisable after the expiration of five years from the date such
options are granted.
The persons who shall be eligible to receive Non-Incentive
Stock Options under the Plan shall be such persons (whether or
not employees of the Company) who perform substantial services
for or on behalf of the Company or any of its subsidiaries,
affiliates or any entity in which the Company has an interest,
all as the Committee shall select from time to time.
5. COMMON SHARES SUBJECT TO THE PLAN
The shares which shall be subject to Options granted
pursuant to the Plan shall be the Company's authorized but
unissued or reacquired common shares, par value $.001 per share.
The aggregate number of common shares which may be issued
pursuant to Options granted under the Plan shall not exceed One
Million (1,000,000) shares (the "Shares"). The limitations
established by each of the preceding sentences shall be subject
to adjustment as provided in paragraph 8 hereof. In the event
that any outstanding Option under the Plan for any reason expires
or is terminated, the Shares allocable to the unexercised portion
of such Option may again be made the subject of an Option under
the Plan.
2
<PAGE>
6. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS
Incentive Stock Options granted pursuant to the Plan shall
be authorized by the Committee and shall be evidenced by Stock
Option agreements or certificates which shall be in such form and
which shall contain such provisions consistent with the Plan as
the Committee shall deem necessary and appropriate, including the
terms of the Option grant and any applicable vesting schedule.
Each Incentive Stock Option granted pursuant to the Plan shall
comply with and be subject to the following terms and conditions:
(a) EMPLOYMENT ARRANGEMENT. The granting of an Incentive
Stock option to any employee shall not impose upon the Company
any obligation to retain the employee in its employ for any
period.
(b) NUMBER OF SHARES. Each Incentive Stock Option shall
state the number of Shares to which it pertains.
(c) OPTION PRICE. Each Incentive Stock Option shall state
the option purchase price of the Shares subject to such Option,
which shall not be less than 100% of the fair market value of the
Shares on the date of the granting of the Incentive Stock Option.
The fair market value of the Shares shall be determined by the
Committee in good faith, by reference to market quotations,
appraisals by disinterested parties, or such other means as the
Committee shall deem appropriate. The option purchase price of
Shares subject to Incentive Stock Options granted to any employee
who owns stock possessing more than ten percent of the total
combined voting power of all classes of stock of the Company
shall be determined in accordance with paragraph 4(a) hereof:
(d) MEDIUM AND TIME OF PAYMENT. The option purchase price
of Incentive Stock Options shall be payable upon the exercise of
the Option and may be paid by cash, check, promissory note, or by
the delivery to the Company of such other form of consideration
as determined by the Committee and as permitted by applicable law
including but not limited to common shares of the Company,
provided that no type of consideration which would disqualify the
Option as an Incentive Stock Option under Section 422 of the Code
shall be approved by the Committee. An Incentive Stock Option
shall be exercised by written notice to the Company at its
principal office. Such notice shall state the optionee s election
to exercise the Option, shall state the exact number of Shares as
to which exercise is being made and shall be accompanied by
payment of the full purchase price of such Shares. The Incentive
Stock Option shall be deemed exercised upon the date the Company
actually receives the notice and payment required by this
paragraph 6(d). The Company shall deliver to the person
exercising the Incentive Stock Option a certificate or
certificates representing the Shares covered by such Option as
soon as practical after the required notice and payment have been
received by the Company. However, the Company shall not be
obligated to issue any shares unless and until, in the opinion of
the Company's legal counsels all laws and regulations have been
complied with.
(e) TERMS AND EXERCISE. Each Incentive Stock Option
granted pursuant to the Plan may be exercised only as provided in
the agreement executed by the Company and the employee, which
shall contain such provisions as to a vesting schedule and other
terms or conditions for exercise of the Incentive Stock Options
as the Committee may, in its sole discretion, determine and
approve. Unless otherwise provided in the Plan or the agreement
between the employee and the Company, any portion of the
Incentive Stock Option not in fact exercised in the year in which
it vests shall not lapse and may be exercised at any time during
the remaining term of the Incentive Stock Option. Notwithstanding
anything in the Plan to the contrary, each Incentive Stock Option
granted under the Plan shall terminate and may not be exercised
to any extent after the expiration of ten years from the date
such Option is granted (or five years, as provided in paragraph
4(a) above). No Incentive Stock Option or installment thereof
shall be exercisable except as to whole Shares, and fractional
Share interests shall be disregarded.
(f) NONTRANSFERABILITY. No Incentive Stock Option shall be
assignable or transferable by the employee, other than by will or
the laws of descent and distribution, as provided in paragraph
6(h) hereof. During the lifetime of the employee, the Incentive
Stock Option shall be exercisable only by the employee.
(g) TERMINATION OF EMPLOYMENT EXCEPT DISABILITY OR DEATH.
If the employee shall cease to be employed by the Company, or by
one of its subsidiaries, for any reason except disability, death
or termination for cause, Incentive Stock Options granted to such
employee, to the extent vested upon the date such employee's
employment terminates and to the extent not theretofore
exercised, shall be exercisable at any time within three (3)
months after such cessation of employment. The transfer of the
Employee from the employ of the Company to a subsidiary, or vice
versa, or from one subsidiary to another, shall not be deemed a
cessation of employment; provided, however, that no Incentive
Stock Option shall be exercisable, under any condition, after the
expiration of ten years from the date of its grant (or five
years, as provided in paragraph 4(a) above). Whether authorized
leave of absence or absence for military or governmental service
shall constitute termination of employment, for the purposes of
the Plan, shall be determined by the Committee, which
determination shall be final and conclusive. If an individual's
employment is terminated for cause, as determined by the Company,
all rights under any and all Options shall expire concurrent with
said termination.
(h) DEATH OR DISABILITY OF EMPLOYEE OR TRANSFER OF
INCENTIVE STOCK OPTIONS. If the employee shall die or become
disabled while in the employ of the Company, or a subsidiary, and
shall not have theretofore fully exercised Incentive Stock
Options granted under the Plan, such Incentive Stock Options may
be exercised, to the extent that the employee's right to exercise
such Incentive Stock Options had accrued and become vested upon
the date of his death or disability, at any time within twelve
months after the employee's death or disability, by the employee
or his legal representative, in the case of disability, or by the
personal representatives, executors or administrators of the
employee's estate, in the case of death, or by any person or
persons who shall have acquired the Incentive Stock Option
directly from the employee by bequest or inheritance, provided,
that under no circumstances may an Incentive Stock Option granted
under the Plan be exercisable after the expiration of ten years
from the date upon which such Option was granted (or five years
as provided in paragraph 4(a) above).
(i) VALUE OF SHARES ISSUED. Notwithstanding anything to
the contrary provided herein, the aggregate fair market value, as
determined at the time an Incentive Stock Option is granted, of
the Shares with respect to which Incentive Stock Options granted
under the Plan are exercisable
4
<PAGE>
for the first time by the optionee during any calendar year
(under all incentive stock option plans of the Company and its
parent and subsidiary corporations) shall not exceed $100,000.
7. TERMS AND CONDITIONS OF NON-INCENTIVE STOCK OPTIONS
Non-Incentive Stock Options granted pursuant to the Plan
shall be authorized by the Committee and shall be evidenced by
agreements which shall be in such form and which shall contain
such provisions consistent with the Plan as the Committee shall
deem necessary and appropriate. Each Non-Incentive Stock Option
granted pursuant to the Plan shall comply with and be subject to
the following terms and conditions:
(a) EMPLOYMENT ARRANGEMENT. The granting of a
Non-Incentive Stock Option to any employee shall not impose upon
the Company any obligation to retain the employee in its employ
for any period.
(b) NUMBER OF SHARES. Each Non-Incentive Stock Option
shall state the number of Shares to which it pertains.
(c) OPTION PRICE. Each Non-Incentive Stock Option shall
state the option purchase price for the Shares covered by such
Option, which shall not be less than the par value of the Shares.
(d) MEDIUM AND TIME OF PAYMENT. The option purchase price
of Non-Incentive Stock Options shall be paid by the delivery to
the Company of such consideration as the Committee shall
determine. The Non-Incentive Stock Option shall be exercised by
written notice to the Company at its principal office. Such
notice shall state the optionee's election to exercise the
Non-Incentive Stock Option, shall state the exact number of
Shares as to which exercise is being made and shall be
accompanied by payment of the full option purchase price of such
Shares. The Non-Incentive Stock Option shall be deemed exercised
upon the date the Company actually receives the notice and
payment required by this paragraph 7(d). The Company shall
deliver to the person exercising the Non-Incentive Stock Option a
certificate or certificates representing the Shares covered by
such Options as soon as practical after the required notice and
payment have been received by the Company. However, the Company
shall not be obligated to issue any shares unless and until, in
the opinion of the Company s legal counsel, all laws and
regulations have been complied with.
(e) EXPIRATION OF NON-INCENTIVE STOCK OPTION. No
Non-Incentive Stock Option granted pursuant to the Plan shall be
exercisable by the optionee, in whole or in part, at any time
after the expiration of ten years from the date such option is
granted.
(f) TERMS AND EXERCISE. Each Non-Incentive Stock Option
granted pursuant to the Plan may be exercised only as provided in
the agreement executed by the Company and the optionee, which
shall contain such provisions as to a vesting schedule and other
terms or conditions for exercise of the Non-Incentive Stock
Option as the Committee may, in its sole discretion, determine
and approve. Unless otherwise provided in the Plan or in the
agreement between the optionee and the Company, any portion of a
Non-Incentive Stock Option not in fact exercised in the year in
which it vests shall not lapse and may be exercised at any time
during the
5
<PAGE>
remaining term of such Non-Incentive Stock Option. No
Non-Incentive Stock Option or installment thereof shall be
exercisable except as to whole Shares, and fractional Share
interests shall be disregarded.
8. RECAPITALIZATION OF THE COMPANY
Subject to any required action by the stockholders of the
Company, the number of Shares covered by an Option, and the
option purchase price of Shares subject to Options, shall be
proportionately adjusted for any increase or decrease in the
number of issued and outstanding common shares of the Company
resulting from a subdivision or consolidation of such shares or
the payment of a share dividend or any other increase or decrease
in the number of such shares effected without receipt of
consideration by the Company.
If the Company shall be the surviving entity in any merger
or consolidation, each outstanding option shall pertain and apply
to the number of securities to which the owner of the number of
Shares subject to an Option would have been entitled had the
optionee been the owner of such Shares on the date of the merger
or consolidation. In the event of a dissolution or liquidation of
the Company, or the sale of all or substantially all of the
assets of the Company, or a merger or consolidation in which the
Company is not the surviving entity (collectively "Terminating
Event"), the optionee shall have the right, for a period of
thirty (30) days after the date upon which the Company shall, at
its sole election, send to the optionee (by certified United
States mail, with postage prepaid and return receipt requested)
written notice of such Terminating Event, to exercise his Option
in whole or in part without regard to any vesting schedule
otherwise applicable to the Option. If the optionee shall fail to
exercise his Option within such thirty (30) day period, the
Option (or any unexercised portion thereof) shall terminate and
shall be of no further force or effect. If the Company elects not
to give the optionees written notice of the Terminating Event,
then each outstanding Option shall pertain and apply to the
number of securities or other property to which the owner of the
number of Shares subject to an Option would have been entitled
had the optionee been the owner of such Shares on the date of the
Terminating Event.
In the event of a change in the Shares as presently
constituted, the securities resulting from any such change shall
be deemed to be Shares within the meaning of the Plan.
To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by
the Committee, whose determination in that respect shall be
final, binding and conclusive.
Except as hereinbefore expressly provided in this paragraph
8, the optionee shall have no rights by reason of any subdivision
or consolidation of shares of stock of any class or the payment
of any stock dividend or any other increase or decrease in the
number of shares of stock of any class or by reason of any
dissolution, liquidation, merger, consolidation or spin-off of
assets or stock of another corporation, and any issue by the
Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect,
and no adjustment by reason thereof shall be made with respect
to, the number or price of the Shares subject to the Option.
6
<PAGE>
The grant of an Option pursuant to the Plan shall not affect
in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve, liquidate,
sell or transfer all or any part of its business or assets.
9. RIGHTS AS A STOCKHOLDER
An optionee or an authorized transferee of an Option shall
have no rights as a stockholder of the Company with respect to
any Shares covered by an Option until the date of the issuance of
a certificate representing such Shares. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights
for which the record date is prior to the date such certificate
is issued, except as provided in paragraph 8 above.
10. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS
The Committee may modify, extend or renew outstanding
Options granted under the Plan, or accept the surrender of
outstanding Options (to the extent not theretofore exercised);
provided, however, that in regard to Incentive Stock Options such
actions shall be taken subject to the terms and conditions and
strictly in accordance with Section 422 of the Code.
Notwithstanding the foregoing, however, without the consent of
the optionee, no modification of an Option shall materially alter
or impair any rights or obligations under the Option theretofore
granted under the Plan.
11. RESTRICTIVE LEGENDS
Each certificate representing Shares issued pursuant to the
exercise of an Option will contain such restrictive legends as
the Committee shall deem appropriate.
12. OTHER PROVISIONS
Options granted under the Plan shall contain such other
provisions, including, without limitation, restrictions upon the
exercise of the Option, as the Committee shall deem advisable.
13. TERM OF PLAN
Options may be granted pursuant to the Plan from time to
time within a period of ten (10) years from the date the Plan is
adopted by the Board of Directors or the date upon which the Plan
is approved by the stockholders of the Company whichever shall
first occur.
14. INDEMNIFICATION OF COMMITTEE
The members of the Committee shall be indemnified by the
Company, to the fullest extent permitted by the Articles of
Incorporation and Bylaws of the Company and the laws of the State
of Nevada, against the reasonable expenses, including attorneys
fees, actually or necessarily
7
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incurred by them in connection with the defense or settlement of
any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be made a party by
reason of any action taken or failure to act under or in
connection with the Plan or any Option granted thereunder.
15. AMENDMENT OF THE PLAN
The Board of Directors may from time to time, insofar as
permitted by law, suspend or discontinue the Plan or revise or
amend it in any respect whatsoever with respect to any Shares not
subject to Options at the time of such action; provided, however,
that without approval of the stockholders of the Company, such
revision or amendment shall not change the number of Shares
subject to the Plan, change the designation of the class of
persons eligible to receive Options, decrease the price at which
Options may be granted, or remove the administration of the Plan
from the Committee.
16. APLICATION OF FUNDS
The proceeds received by the Company from the sale of Shares
pursuant to Options will be used for general corporate purposes.
17. NO OBLIGATION TO EXERCISE OPTION
The granting of an Option shall impose no obligation upon
the optionee to exercise such Option.
18. APPROVAL OF STOCKHOLDERS
The Plan shall be approved, in accordance with the laws of
the State of Nevada, by the holders of the outstanding shares of
each class of stock of the Company, which approval must occur
within the period beginning twelve months before and ending
twelve months after the date the Plan is adopted by the Board of
Directors.
19. SEVERABILITY
It is the intent of the Board of Directors that Incentive
Stock Options granted pursuant to the terms of the Plan shall
qualify for treatment under Section 422 of the Code as Incentive
Stock Options. To that end, should any provision of the Plan be
determined to invalidate such Incentive Stock Option treatment,
such provision shall not be a part of the Plan, and shall be
severable from and shall not affect the remaining provisions of
the Plan.
20. TAXES
Whenever under the Plan shares are to be issued upon the
exercise of an Option, the Company shall have the right to
require the optionee to remit to the Company amounts sufficient
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to satisfy federal and state tax withholding requirements, if
any, prior to delivery of any certificates representing the
Shares covered by such Option.
CERTIFICATE OF CORPORATE SECRETARY
I hereby certify that the foregoing 1994 Stock Option Plan
was approved and adopted by the Board of Directors of Alta Gold
Co. on March 24, 1994.
ELMER C. NEWMAN
Secretary
9
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EXHIBIT 5.01
<PAGE>
June 10, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
RE: ALTA GOLD CO.
1994 STOCK OPTION PLAN
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 1,000,000 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 Alta Gold Co. 1994 Stock Option Plan.
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
