ALTA GOLD CO.
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 12, 1998
To the Stockholders of Alta Gold Co.:
NOTICE IS HEREBY GIVEN that the 1998 Annual
Meeting of Stockholders of Alta Gold Co., a Nevada
corporation (the "Company"), will be held on
Friday, June 12, 1998 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 three directors: two to
serve a three year period and one to
serve a one year period, or until
their respective successors shall be
duly elected or appointed.
2. 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
14, 1998 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 1997 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 28, 1998
- --------------------------------------------------
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES
YOU OWN
Please indicate your voting instructions on the
enclosed proxy card, date, and sign it, and return
it in the envelope provided, which is addressed
for your convenience. No postage is required if
mailed in the United States.
PLEASE MAIL YOUR PROXY PROMPTLY
- --------------------------------------------------
ALTA GOLD CO.
601 Whitney Ranch Drive, Suite 10
Henderson, Nevada 89014
---------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 12, 1998
--------------------------------
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 1998
Annual Meeting of Stockholders of the Company (the
"Annual Meeting" or "Meeting") to be held on
Friday, June 12, 1998, at 10:00 a.m., local time,
at the St. Tropez Hotel located at 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 28, 1998. The
Annual Report of the Company to its stockholders,
which includes audited financial statements for
the Company's fiscal year which ended December 31,
1997, 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 notifying the Company
before any vote is taken. 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 14, 1998, are entitled to notice
of and to vote at the Meeting. At the close of
business on the record date, 32,098,058 shares of
the Company's common stock, 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.
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.
However, for purposes of determining the outcome
of any matter, abstentions will not be considered
as votes cast for or against any 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 for or against any 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 28, 1998, 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 I directors and one director to serve as
a Class II director 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.
The name of the nominees and certain
information about each of them is set forth below:
<TABLE>
<CAPTION>
Year First Elected
Name Age As a Director
- ---- --- ------------------
<S> <C> <C>
Class I -
Robert N. Pratt 67 1987
Ralph N. Gilges 60 1993
Class II -
Thomas A. Henrie(1) 75 1992
</TABLE>
(1) Dr. Henrie currently serves as a Class I
director, which class is eligible for
nomination and election at the Annual
Meeting. However, Dr. Henrie has been
nominated to serve as a Class II director in
order to equalize the number of directors in
each class. Class II directors will be
eligible for nomination and election at the
1999 Annual Meeting of stockholders.
ROBERT N. PRATT has served as Chairman of the
Board, Chief Executive Officer and President of
the Company since January 1992, and as a director
since July 1987. From October 1987 to October
1990, Mr. Pratt was President and Chief Operating
Officer of Bonneville Pacific Corporation. Mr.
Pratt was also President of White River Shale Oil
Corporation from 1981 to 1985. From 1979 to 1981,
he was Senior Vice President of Marketing and
Refining of Kennecott Copper Corporation. He held
additional positions as General Manager of its
Utah Copper Division from 1976 to 1979, and
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.
RALPH N. GILGES has served as a director of
the Company since June 1993. Mr. Gilges has over
30 years of experience in mining and
manufacturing. Since April 1992, Mr. Gilges has
been President and owner of Airdale Pet Services,
Inc. and Pet Management of Indiana, Inc. 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 and Administration. From
1977 to 1982, Mr. Gilges was Vice President-
Metallurgy of Bunker Hill Company. He held
various positions with Kennecott Copper
Corporation from 1974 to 1977, and with Roan
Consolidated Mines, Ltd. from 1960 to 1974. Mr.
Gilges has also served on the Advisory Board of
the College of Mines and Earth Resources-
University of Idaho.
DR. THOMAS A. HENRIE has served as a director
of the Company since May 1992. Since 1985, Dr.
Henrie has been a principal of The Henrie Group,
Salt Lake City, Utah, a firm which provides
metallurgical consulting services. 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.
STOCKHOLDER VOTE REQUIRED
Election of the nominees to the Board of
Directors requires the affirmative vote of the
holders of a majority of the shares of common
stock of the Company present or represented by
proxy at the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES SET FORTH ABOVE.
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 March 31, 1998. 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.
<TABLE>
<CAPTION>
Year First
Elected or
Name Age Positions Appointed
- ---- --- --------- ----------
<S> <C> <C> <C>
Robert N. Pratt(1) 67 Chairman of
the Board,
Chief
Executive
Officer,
President 1992
Ralph N. Gilges(1) 60 Director 1993
Thomas A. Henrie(2) 75 Director 1992
John A. Keily(3) 61 Director 1992
Jack W. Kendrick(4) 54 Director 1995
Thomas D. Mueller(4) 58 Director 1994
John A. Bielun 46 Senior Vice-
President and
Chief Financial
Officer 1992
James S. Goff 66 Vice-President
of Engineering
and Construction 1992
Brian K. Jones 46 Vice-President
of Exploration 1995
Joseph A. Pescio 38 Vice President
of Operations 1998
Margo R. Bergeson 44 Secretary 1994
</TABLE>
- --------------------
(1) Serves in Class I of the Board, which class
is eligible for nomination and election at the
Annual Meeting.
(2) Serves in Class I of the Board, which class
is eligible for nomination and election at the
Annual Meeting. However, Dr. Henrie has been
nominated to serve in Class II of the Board in
order to equalize the number of directors in each
class. Class II directors will be eligible
for nomination and election at the 1999 Annual
Meeting of stockholders.
(3) Serves in Class II of the Board, which class
will be eligible for nomination and election at
the 1999 Annual Meeting of stockholders.
(4) Serves in Class III of the Board, which class
will be eligible for nomination and election at
the 2000 Annual Meeting of stockholders.
BUSINESS BIOGRAPHIES
ROBERT N. PRATT has served as Chairman of the
Board, Chief Executive Officer and President of
the Company since January 1992, and as a director
since July 1987. From October 1987 to October
1990, Mr. Pratt was President and Chief Operating
Officer of Bonneville Pacific Corporation. Mr.
Pratt was also President of White River Shale Oil
Corporation from 1981 to 1985. From 1979 to 1981,
he was Senior Vice President of Marketing and
Refining of Kennecott Copper Corporation. He held
additional positions as General Manager of its
Utah Copper Division from 1976 to 1979, and
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.
RALPH N. GILGES has served as a director of
the Company since June 1993. Mr. Gilges has over
30 years of experience in mining and
manufacturing. Since April 1992, Mr. Gilges has
been President and owner of Airdale Pet Services,
Inc. And Pet Management of Indiana, Inc. 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 and Administration. From
1977 to 1982, Mr. Gilges was Vice President-
Metallurgy of Bunker Hill Company. He held
various positions with Kennecott Copper
Corporation from 1974 to 1977, and with Roan
Consolidated Mines, Ltd. from 1960 to 1974. Mr.
Gilges has also served on the Advisory Board of
the College of Mines and Earth Resources-
University of Idaho.
DR. THOMAS A. HENRIE has served as a director
of the Company since May 1992. Since 1985, Dr.
Henrie has been a principal of The Henrie Group,
Salt Lake City, Utah, a firm which provides
metallurgical consulting services. 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.
JOHN A. KEILY has served as a director of the
Company since March 1992. Mr. Keily has over 30
years of experience in mining and manufacturing.
From May 1990 to December 1990, he served as Vice
President of Operations of the Company. Mr. Keily
was Chief Operations Officer of Bond International
Gold from 1988 to 1990, and President of Gulf
Minerals Canada and Vice President of Pittsburgh &
Midway Coal Company from 1982 to 1988.
JACK W. KENDRICK has served as a director of
the Company since September 1995. Mr. Kendrick
has 30 years of experience in mining, chemical
manufacturing, forest products and environmental
remediation. Since 1982, Mr. Kendrick has been
President of Bunker Limited Partnership, Kellogg,
Idaho. He was President of The Bunker Hill
Company from October 1979 to November 1982, and
Vice President - Finance from May 1977 to October
1979. From 1974 to 1977, he was Vice President -
Finance of Lithium Corporation of America. Mr.
Kendrick has served on numerous professional and
civic boards including the Idaho Mining
Association and the Associated Taxpayers of Idaho.
THOMAS D. MUELLER has served as a director of
the Company since June 1994. Mr. Mueller has
served as President of Crown Technology
Corporation since 1974. Since 1984, he has also
served as President of both Klemm Products Co. and
Central Compounding Company, each in Lake Bluff,
Illinois. He holds a Doctor of Jurisprudence
degree from the Loyola University of Chicago
College of Law.
JOHN A. BIELUN has served as Vice President
of Finance and Administration of the Company since
October 1992 until he was promoted to Senior Vice-
President and Chief Financial Officer in June
1995. He was Vice President of Finance of
Allegheny & Western Energy Corporation and
President of a wholly-owned subsidiary from May
1989 to October 1992. 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 has served as Vice President of
Engineering and Construction of the Company since
April 1992. From 1986 to 1992, Mr. Goff was Vice
President of Engineering and Construction of
Bonneville Pacific Corporation. 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.
BRIAN K. JONES has served as a consulting
geologist and Chief Geologist of the Company since
1993 until he was promoted to Vice President of
Exploration in February 1995. Mr. Jones has over
20 years of experience in mineral exploration in
North and South America. From 1988 to 1993, Mr.
Jones was 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.
JOSEPH A. PESCIO was promoted to Vice
President of Operations in February 1998. Prior
to his promotion he served from December 1995 as
General Manager of the Company's Eastern Nevada,
Idaho, and Oregon operations. Prior to that Mr.
Pescio was Mine Manager of the Company's Kinsley,
Easy Junior and Golden Butte Mines and Project
Engineer at the Company's underground Ward Mine.
Mr. Pescio has been with the Company since
February 1984. Prior to that he was employed by
Kennecott Copper Corporation from 1982 to 1984 as
a concentrator supervisor at their Utah Copper
Division, in an Alaskan exploration program, and
in their geotechnical engineering department. Mr.
Pescio received a Mining Engineering degree With
Distinction from the University of Nevada Mackay
School of Mines in 1982. He is a Registered
Professional Engineer in Nevada and serves as a
member of the White Pine County Public Land Users
Advisory Committee.
MARGO R. BERGESON has served as the Director-
Investor and Public Relations, the Director-Human
Resources and Assistant Secretary of the Company
since September 1993, and Secretary since
September 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
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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
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, Inc. 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 1997 all filing
requirements under Section 16(a) were complied
with.
BOARD OF DIRECTOR MEETINGS AND COMMITTEES
The entire Board of Directors met six times
during the year ended December 31, 1997 and each
incumbent director attended all of the board
meetings and committee meetings held for
committees of which each was a member. The Board
of Directors has a standing Audit Committee,
Compensation Committee and Nominating Committee.
Mr. Pratt is the only director who is an employee
of the Company.
The AUDIT COMMITTEE met twice during 1997.
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. Kendrick (Chairman), Gilges and Keily. No
member of the Audit Committee is an officer of the
Company.
The COMPENSATION COMMITTEE met once during
1997. The Compensation Committee makes
recommendations to the Board of Directors
concerning specific and general matters of
management compensation. The Compensation
Committee reviews management compensation policies
and practices, determine incentive compensation
awards and officer salary adjustments. The
Compensation Committee is comprised of Mr. Mueller
(Chairman) and Dr. Henrie. No member of the
Compensation Committee is an officer of the
Company.
The NOMINATING COMMITTEE did not meet during
1997. The Nominating Committee makes
recommendations to the Board of Directors
concerning the recruitment, selection and
retention of directors. All nominees must be
approved by a majority of the Board of Directors.
The Nominating Committee also considers nominees
recommended to it in writing by stockholders and
sent to the Secretary of the Company. The
Nominating Committee is comprised of Messrs. Pratt
and Keily.
STOCK OWNERSHIP
The following table sets forth the number of
shares of the Company's common stock and the
number of shares of the Company's common stock
subject to options beneficially owned by the
Company's directors and those executive officers
named in the Summary Compensation Table, and by
all directors and executive officers as a group at
the close of business on April 14, 1998. 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. Stock ownership was verified with
filings with the Securities and Exchange
Commission received by the Company, and according
to individual verification as of April 14, 1998,
which the Company solicited and received from the
beneficial owners listed in the following table:
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
------------------------------------------
Number
of
Shares Number
Benefi- of
cially Shares Total
Owned Subject Number
Excluding to of
Shares Options Shares
Subject Benefi- Benefi-
to cially cially
Name Options(1) Owned(2) Owned Percent
- ---- --------- -------- ------- -------
<S> <C> <C> <C> <C>
Robert N. Pratt 99,358 958,000 1,057,358 3.1
Ralph N. Gilges 39,133(3) 10,000 49,133 *
Thomas A. Henrie 34,167 10,000 44,167 *
John A. Keily 43,333 10,000 53,333 *
Jack W.
Kendrick 13,333 10,000 23,333 *
Thomas D.
Mueller 217,134(4) 10,000 227,134 *
John A. Bielun 50,000 267,000 317,000 *
James S. Goff 30,000 129,000 159,000 *
All directors
and executive
officers as
a group (11
persons) 603,389(3,4) 1,563,000 2,166,389 6.4
</TABLE>
- --------------------
* Beneficial ownership does not exceed 1% of
the outstanding common stock of the Company.
(1) Unless otherwise specifically stated herein,
each person has sole voting power and sole
investment power as to the identified common
stock ownership.
(2) Shares subject to currently exercisable
options or otherwise subject to issuance within 60
days of April 14, 1998.
(3) Includes 6,300 shares held by a corporate
retirement fund.
(4) Includes 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, all
of which Mr. Mueller disclaims any beneficial
interest.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information
with respect to all compensation paid by the
Company in 1997, 1996 and 1995 to the Company's
Chief Executive Officer and the two other
executive officers whose total remuneration
exceeded $100,000 for the year ended December 31,
1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compen-
sation
Awards
Securities All
Name and Under- Other
Principal Annual lying Compen-
Position Year Salary Options(#) sation(1)
- --------- ----- -------- ---------- ---------
<S> <C> <C> <C> <C>
Robert N. Pratt 1997 $254,774 0 $ 9,500
President and 1996 $225,985 0 $ 9,161
Chief Execu- 1995 $211,603 431,000 $10,280
tive Officer
John A. Bielun 1997 $158,978 55,000 $ 6,786
Senior Vice 1996 $145,121 0 $ 6,752
President and 1995 $135,883 170,000 $ 6,584
Chief Financial
Officer
James S. Goff 1997 $116,074 25,000 $ 5,804
Vice President 1996 $108,528 0 $ 3,613
of Engineering 1995 $101,405 118,000 $ 5,070
and Construction
</TABLE>
- --------------------
(1) Represents matching contributions made by the
Company on behalf of the executive officer to the
Company's 401(k) Retirement Plan.
The following table sets forth information as
to options to purchase the Company's common stock
granted to the executive officers named in the
Summary Compensation Table.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable
% of Value
Number Total at Assumed
of Options Annual
Shares / SAR's Rates of
Under- Granted Stock Price
lying to Appreciation
Options Employ- Exer- for Option
/SAR's ees in cise Expir- Term (3)
Granted Fiscal Price ation ------------
Name # Year ($/SH) Date 5%($) 10%($)
- ---- -------- ------- ------ ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
John A.
Bielun 55,000(1) 13.58% $1.25 12/12/07 $43,237 $101,465
James S.
Goff 25,000(2) 6.17% $1.25 12/12/07 $19,653 $ 46,020
</TABLE>
(1) The Stock Options, which were issued in
accordance with the Company's 1997 Stock Option
Plan, are exercisable ratably over a four-year
period beginning December 12, 1998.
(2) The Stock Options, which were issued in
accordance with the Company's 1997 Stock Option
Plan, are exercisable on December 12, 1998.
(3) These amounts are the pre-tax gains which
could be realized in 2007 if an executive
exercised all of his 1997 options in 2007 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.
The following table sets forth information as
to the unexercised options to purchase the
Company's common stock held by the executive
officers named in the Summary Compensation Table
and the value of the options at December 31, 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Options
Shares at Year-End at Year-End(1)
Acquired ---------------- ----------------
on Value Exer- Unexer- Exer- Unexer-
Name Exercise Realized cisable cisable cisable cisable
- ---- -------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Robert N.
Pratt 0 0 958,000 125,000 $445,313 $74,219
John A.
Bielun 10,000 $19,200 267,000 120,000 $ 92,031 $28,906
James S.
Goff 0 0 129,000 69,000 $ 35,625 $20,157
</TABLE>
- --------------------
(1) Based on the last reported sale price of the
Company's common stock on the Nasdaq National
Market on December 31, 1997, or $1.34 per share,
minus the exercise price of "in-the-money"
options.
COMPENSATION OF DIRECTORS
A director who is an employee of the Company
receives no additional compensation for services
as a director. Non-employee directors receive an
annual retainer of $10,000 and options to purchase
5,000 shares of the common stock in the Company,
plus $1,500 for each Board meeting attended and
$750 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
employment agreements with Messrs. Pratt, Bielun
and Goff. The employment agreements with Messrs.
Pratt and Bielun replaced employment agreements
which were entered into in 1991 and 1992,
respectively, and which were scheduled to expire.
The general terms of each employment 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 an
option to purchase 375,000 shares of the
Company's stock at an exercise price of $.75
per share. One third of the option vests
each year over a three-year period, with the
first one-third installment representing
125,000 shares vesting on October 15, 1996.
The option is exercisable for a period of ten
years from the date of grant on October 15,
1995.
If, prior to October 15, 1998, Mr. Pratt is
terminated other than by voluntary
resignation or for cause (as defined in the
employment agreement) or as the direct result
of a change in control of the Company (as
defined in the employment agreement), he will
receive a lump sum payment in an amount equal
to the remaining salary plus minimum
increases due to him through October 15,
1998, plus all of the options previously
granted to him under the employment agreement
will become immediately exercisable. If Mr.
Pratt resigns or is terminated (or is deemed
to have been effectively terminated) as a
direct result of a change in control of the
Company, he will receive an amount equal to
2.9 times the average annual sum of his
salary, bonus and profit sharing for the five
years 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. In addition,
all of the options previously granted to Mr.
Pratt under the employment agreement will
become immediately exercisable.
Should Mr. Pratt become disabled (as defined
in the employment agreement), he will receive
his full salary for the first nine months of
disability, one-half of his salary for the
next nine months and one-fourth of his 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 employment agreement,
his estate will receive an amount equal to
one year's salary.
The shares of common stock underlying the
options granted to Mr. Pratt under the
employment agreement have been registered
with the Securities and Exchange Commission.
John A. Bielun
--------------
Mr. Bielun receives 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 an option to purchase
120,000 shares of the Company's common stock
at an exercise price of $.75 per share. One
third of the option vests each year over a
three-year period, with the first one-third
installment representing 40,000 shares
vesting on October 19, 1996. The option is
exercisable for a period of ten years from
the date of grant on October 19, 1995.
If, prior to October 18, 1998, Mr. Bielun is
terminated other than by voluntary
resignation or for cause (as defined in the
employment agreement), or as the direct
result of a change in control of the Company
(as defined in the employment agreement), he
will receive a lump sum payment in an amount
equal to the remaining salary plus minimum
increases due to him through October 19,
1998, plus all of the options previously
granted to him under the employment agreement
will become immediately exercisable. If Mr.
Bielun resigns or is terminated (or is deemed
to have been effectively terminated) as a
direct result of a change in control of the
Company, he will receive an amount equal to
2.9 times the average annual sum of his
salary, bonus and profit sharing for the five
years 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.
Should Mr. Bielun become disabled (as defined
in the employment agreement), he will 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
19, 1998. If Mr. Bielun dies during the term
of the employment agreement, his estate will
receive an amount equal to one year's salary.
The shares of common stock underlying the
options granted to Mr. Bielun under the
employment agreement have been registered
with the Securities and Exchange Commission.
James S. Goff
-------------
Mr. Goff receives 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 an option to
purchase 90,000 shares of the Company's
common stock at an exercise price of $.75 per
share. One third of the option vests each
year over a three-year period, with the first
one-third installment representing 30,000
shares vesting on October 15, 1996. The
option is exercisable for a period of ten
years from the date of grant on October 15,
1995.
If, prior to October 15, 1998, Mr. Goff is
terminated other than by voluntary
resignation or for cause (as defined in the
employment agreement) or as the direct result
of a change in control of the Company (as
defined in the employment agreement), he will
receive a lump sum payment in an amount equal
to the remaining salary plus minimum
increases due to him through October 15,
1998, plus all of the options previously
granted under the employment agreement will
become immediately exercisable. If Mr. Goff
resigns or is terminated (or is deemed to
have been effectively terminated) as a direct
result of a change in control of the Company,
he will receive an amount equal to 2.9 times
the average annual sum of his salary, bonuses
and profit sharing 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.
Should Mr. Goff become disabled (as defined
in the employment agreement), he will 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 employment agreement, his estate will
receive an amount equal to one year's salary.
The shares of common stock underlying the
options granted to Mr. Goff under the
employment agreement have been registered
with the Securities and Exchange Commission.
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 13 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.
The Compensation Committee firmly believes
that this combination of salary and 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
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 the Industry
Group Index of gold mining companies. The graph
assumes that $100 is invested at January 1, 1993
in each of the Company's common stock, the Nasdaq
Market Index and the Industry Group Index of gold
mining companies. The total return assumes the
reinvestment of dividends.
<TABLE>
<CAPTION>
TOTAL STOCKHOLDER RETURNS
<S> <C> <C> <C> <C> <C>
Company/Index Name 1993 1994 1995 1996 1997
- ------------------------------------------------------------
Alta Gold Co. 225.00 231.26 312.50 706.26 268.76
Industry Group
Index (1) 183.19 148.01 166.58 165.34 108.59
Nasdaq Market Index 119.95 125.94 163.35 202.99 248.30
- ------------------------------------------------------------
</TABLE>
(1) The Industry Group Index is represented by
the S&P Industry Group 265 Index, which includes
the following companies: Barrick Gold Corp.,
Battle Mountain Gold Co., Homestake Mining Co.,
Newmont Mining Corp. and Placer Dome, Inc. These
companies have the Standard Industry Code 1041 -
Metal Mining Gold Ores.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur
Andersen LLP, as the Company's independent public
accountants for 1998 at the recommendation of the
Audit Committee. Representatives of Arthur
Andersen LLP will be present at the 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 1999 Annual
Meeting of Stockholders must be received by the
Company no later than December 31, 1998. 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 28, 1998
THE COMPANY'S ANNUAL REPORT ON SECURITIES AND
EXCHANGE COMMISSION FORM 10-K, INCLUDING THE
FINANCIAL STATEMENTS FOR THE TWELVE MONTHS ENDED
DECEMBER 31, 1997, 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 14, 1998.
REQUESTS SHOULD BE ADDRESSED TO:
Alta Gold Co.
Attn: Director - Investor Relations
601 Whitney Ranch Drive, Suite 10
Henderson, NV 89014
ALTA GOLD CO.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS,
JUNE 12,1998
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of Alta Gold Co.
(the "Company") hereby acknowledges receipt of the
Notice of Annual Meeting of Stockholders, the
Proxy Statement and the 1997 Annual Report of the
Company in connection with the Annual Meeting of
Stockholders of the Company to be held at the St.
Tropez Hotel located at 455 East Harmon Avenue,
Las Vegas, Nevada 89109, on Friday, June 12, 1998,
at 10:00 a.m., local time, and hereby appoints
Margo R. Bergeson and John A. Bielun, and each or
any of them, proxies, with power of substitution,
to attend and to vote all shares the undersigned
would be entitled to vote if personally present at
said Annual Meeting, and at any adjournment
thereof. The proxies are instructed to vote as
follows:
1. Election of Directors. // FOR // WITHHELD
Nominees:
ROBERT N. PRATT
RALPH N. GILGES
THOMAS A. HENRIE
For, except vote withheld from the following
nominee(s): --------------------------------
2. In their discretion, upon such other business
as may properly come before the Annual
Meeting.
(To be Signed on the Reverse Side).
---------------------------------
(Continued from other side).
This proxy, when properly executed, will be
voted in the manner directed herein by the
undersigned stockholder. (If no direction is
made, this proxy will be voted FOR Proposal 1, and
in the discretion of the proxies on such other
business that may properly come before the
meeting).
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE.
SIGNATURE(S): -----------------------------------
- -------------------------------------------------
- -------------------------------------------------
DATE: --------------------
NOTE: Please sign exactly as your name appears
herein. Joint owners should each sign. If shares
are held in the name of two, or more, persons all
must sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
full title. If signer is a corporation, sign full
corporate name by duly authorized officer.
