<PAGE>
As filed with the Securities and Exchange Commission
on December 10, 1998.
Registration No. 333-05695
=================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
601 WHITNEY RANCH DRIVE, SUITE 10, HENDERSON, NEVADA 89014,
(702) 433-8525
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
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, ESQ.
JOHN C. JEPPSEN, ESQ.
KUMMER KAEMPFER BONNER & RENSHAW
3800 HOWARD HUGHES PARKWAY, 7TH FLOOR
LAS VEGAS, NEVADA 89109
=================================================================
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[Alta Gold Logo]
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 (no. 333-05695) (the "Registration
Statement") is being filed to deregister 75,000 shares of common
stock, par value $.01 per share (the "Common Stock"), of Alta
Gold Co. (the "Company").
The Registration Statement registered 225,000 shares of
Common Stock that were issuable by the Company to Gerald Metals,
Inc. ("Gerald Metals") upon the exercise of certain stock options
granted on March 28, 1995 (150,000 shares) (the "1995 Option"),
and on May 31, 1996 (75,000 shares) (the "1996 Option"). To
date, all 150,000 shares of Common Stock have been issued to
Gerald Metals under the 1995 Option, and no shares of Common
Stock have been issued to Gerald Metals under the 1996 Option.
On May 15, 1998, the Company granted to Gerald Metals an option
(the "New Option") to purchase up to 450,000 shares of Common
Stock in consideration for certain consulting and financial
services provided to the Company by Gerald Metals. The New
Option supercedes and replaces the 1996 Option. Accordingly, no
shares will be issued under the 1996 Option. Therefore, the
Registration Statement is hereby amended to deregister the 75,000
unissued shares of Common Stock registered under the Registration
Statement relating to the 1996 Option.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Post-Effective No. 1 to Registration
Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Henderson,
State of Nevada on December 9, 1998.
Alta Gold Co.
By: *
------------------------------
Robert N. Pratt
Chairman of the Board, Chief
Executive Officer and
President
Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 1 to Registration Statement on Form
S-8 has been signed by the following persons in the capacities
and on the dates indicated.
* Chairman of the Board
- -------------------- of Directors, Chief
Robert N. Pratt Executive Officer and
President
(Principal Executive
Officer)
/s/ John A. Bielun Senior Vice President December 9, 1998
- -------------------- and Chief Financial
John A. Bielun Officer
(Principal Financial
and Accounting Officer)
* Director
- --------------------
Ralph N. Gilges
* Director
- --------------------
Thomas A. Henrie
* Director
- --------------------
John A. Keily
* Director
- --------------------
Jack W. Kendrick
* Director
- --------------------
Thomas D. Mueller
/s/ John A. Bielun Director December 9, 1998
- --------------------
John A. Bielun as
Attorney-in-Fact
