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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 14, 1999
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ALTA GOLD CO.
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(Exact name of Registrant as specified in charter)
Nevada
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(State or other jurisdiction of incorporation)
2-2274 87-0259249
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(Commission File Number) (IRS Employee Identification No.)
601 Whitney Ranch Drive, Henderson, Nevada 89014
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 433-8525
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Not Applicable
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(Former name or former address, if changed since last report)
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The undersigned registrant hereby amends the following items
of its current report on Form 8-K dated April 14, 1999, as set
forth in the pages attached hereto:
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
BANKRUPTCY. On April 14, 1999, Alta Gold Co. (the
"Company") filed a voluntary petition to reorganize under
Chapter 11 of the Bankruptcy Code to facilitate the
reorganization of the Company's business and the restructuring of
its long-term debt and other liabilities. The petition was filed
in United States Bankruptcy Court in Reno, Nevada on April 14,
1999. As of that date, the United States Bankruptcy Court for
the District of Nevada assumed jurisdiction over the assets of
the Company. The Company is acting as debtor-in-possession on
behalf of its bankruptcy estate, and is authorized as such to
operate its business subject to bankruptcy court supervision. No
assurance can be given that the Company will remain a debtor-in-
possession and that a trustee will not be appointed to operate
the Company's business. The Company is currently preparing a
plan of reorganization to be submitted to the Bankruptcy Court.
No assurance can be given that the plan of reorganization will be
confirmed by the Bankruptcy Court. In the event a plan of
reorganization cannot be confirmed, the Company may be forced to
liquidate its assets.
The fact that the Company filed a voluntary petition in
Bankruptcy Court may affect the Company's ability to maintain its
present arrangements with suppliers that are vital to the
Company's continued operations. The petition may also affect the
Company's ability to successfully negotiate future arrangements
with suppliers. No assurance can be given that suppliers of goods
and services vital to the Company's mining operations will
continue to provide such goods and services to the Company as a
result of the Company's voluntary petition for protection under
the bankruptcy laws. The refusal of any irreplaceable key
supplier of such goods or services could force the Company to
cease operations at any one or both of its operating mines, and
would have a material adverse effect on the financial condition
and results of operations of the Company.
ITEM 5. OTHER EVENTS
PROBABLE DELISTING OF THE COMPANY'S COMMON STOCK. On April
23, 1999, the Company received notice from the Nasdaq National
Stock Market, Inc. ("Nasdaq") that Nasdaq had determined to
delist the Company's common stock from the Nasdaq National
Market. Nasdaq's determination was apparently made as a result
of the Company's reorganization under Chapter 11. The Company is
currently evaluating its options, including whether to request a
hearing regarding the potential delisting or to attempt to cause
the Company's common stock to be traded on another market. At a
hearing, the Company would be required to demonstrate that its
ability to sustain long-term compliance with all applicable
criteria for continued listing on the Nasdaq National Market. In
that regard, Nasdaq may apply additional or more stringent
criteria for the continued listing of the Company's common stock
as a result of the Company's bankruptcy. No assurance can be
given that a hearing regarding Nasdaq's determination will be
successful. If the Company does not request a hearing, the
Company's common stock will be delisted effective May 1, 1999.
Management believes that until the Company's common stock is
delisted, Nasdaq will continue to halt any trading of the
Company's common stock on the Nasdaq National Market. If the
Company's common stock is delisted, trading, if any, in the
common stock would thereafter have to be conducted in the over-
the-counter market in so-called "pink sheets" or, if available,
the OTC Bulletin Board. As a result, holders of common stock
would find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of, the Company's common stock.
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In addition, if the Company's common stock is delisted from
trading on Nasdaq and the trading price of the common stock is
less than $5.00 per share, trading in the Company's common stock
would also be subject to the requirements of Rule 15g-9
promulgated under the Securities Exchange Act of 1934, as
amended. Under such rule, broker/dealers who recommend such low-
priced securities to persons other than established customers and
accredited investors must satisfy special sales practice
requirements, including a requirement that they make an
individualized written suitability determination for the
purchaser and receive the purchaser's written consent prior to
the transaction. The Securities Enforcement Remedies and Penny
Stock Reform Act of 1990 also requires additional disclosure in
connection with any trades involving a stock defined as a penny
stock (generally, according to regulations adopted by the
Securities Exchange Commission, any equity security not traded on
an exchange or quoted on Nasdaq that has a market price of less
than $5.00 per share, subject to certain exceptions), including
the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the
risks associated therewith. Such requirements could severely
limit the market liquidity of the Company's common stock and the
ability of holders thereof to sell their securities in the
secondary market. No assurance can be given that the Company's
common stock will not be delisted or treated as a penny stock
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
ALTA GOLD CO.
(Registrant)
Date: April 27, 1999 By: /s/ John A. Bielun
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John A. Bielun
Senior Vice President and Chief
Financial Officer
