UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
or
TRANSACTION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to __________________
Commission File Number: 000-25132
ICHOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 25-1741849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 1250, 400 Burrard Street, Vancouver,
British Columbia, Canada V6C 3A6
(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: (604) 683-5767
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of Class)
DOCUMENTS INCORPORATED BY REFERENCE
None
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference to Part III of this Form 10-K/A or any
amendment to this Form 10-K/A. |X|
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $1,405,725 as of March 24, 1998, computed on the
basis of the average of the bid and ask prices on such date.
As of March 24, 1998, there were 4,907,520 shares of the Registrant's Common
Stock outstanding.
<PAGE>
FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent they are not based on historical
events, constitute forward-looking statements. Forward-looking statements
include, without limitation, statements regarding the outlook for future
operations, forecasts of future costs and expenditures, evaluation of market
conditions, the outcome of legal proceedings, the adequacy of reserves, or other
business plans. Investors are cautioned that forward-looking statements are
subject to an inherent risk that actual results may vary materially from those
described herein. Factors that may result in such variance, in addition to those
accompanying the forward-looking statements, include changes in interest rates,
prices, and other economic conditions; actions by competitors; natural
phenomena; actions by government authorities; uncertainties associated with
legal proceedings; technological development; future decisions by management in
response to changing conditions; and misjudgments in the course of preparing
forward-looking statements.
<PAGE>
This Amendment No. 1 on Form 10-K/A amends the Registrant's Annual Report on
Form 10/K filed March 31, 1998.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information regarding each nominee for
election as a Director, each Director whose term of office will continue after
the Company's Annual Meeting of Shareholders to be held on July 9, 1998, and
each of the Company's executive officers.
<TABLE>
<CAPTION>
Expiration of
Name Current Position with the Company Age Term as a Director
<S> <C> <C> <C>
Michael J. Smith President, Chief Financial Officer,
Treasurer and Director 50 1998
Roy Zanatta Secretary and Director 33 1998
John Musacchio Chief Operating Officer
and Director 50 1999
Young-Soo Ko Director 41 1999
Leonard Petersen Director 44 2000
Jae-Sun Lee Director 71 2000
</TABLE>
Michael J. Smith became a director of the Company during 1996 and President
and Chief Financial Officer of the Company on January 10, 1997. Mr. Smith is the
President, Chief Executive Officer and a director of MFC Bancorp Ltd. ("MFC").
He was Chief Financial Officer of Mercer International Inc. from May 1988 until
1996. Mr. Smith is Chief Executive Officer, Chief Financial Officer and a
director of Logan International Corp. ("Logan") and of Drummond Financial
Corporation ("Drummond").
Roy Zanatta is currently an employee and director of MFC and has been
associated with MFC in various capacities since 1993. Mr. Zanatta joined
Drummond as Secretary in March 1995 and became a Vice-President in May 1995.
During 1992 and 1993, he was employed as a management consultant by the British
Columbia Hydro and Power Authority, a major electric utility. From 1991 to 1992,
Mr. Zanatta was employed as a project manager with the Canadian Standards
Association. Mr. Zanatta earned a B.Sc. Degree in 1987 from the University of
British Columbia and an M.B.A. from McGill University in 1991.
Leonard Petersen has been a director of the Company since 1996. Since 1990,
he has served as a director and a senior officer of Pemcorp Management, Inc. He
was a chartered accountant with Davidson & Company from 1987 to 1990. Mr.
Petersen is a director of Logan.
John Musacchio was President of the Company from July 1994 until January
10, 1997. Mr. Musacchio served as Vice President - Technical Services of PDG
Environmental, Inc. ("PDGE") from November 1992 until July 1994. In this
position he was responsible for PDGE's remediation business. From 1984 until
November 1992, Mr. Musacchio was a partner at Paul C. Rizzo Associates, Inc., an
environmental consulting firm. During that period he served as Director, Senior
Vice President and Chief Operating Officer of that corporation.
<PAGE>
Young-Soo Ko became a director of the Company in February 1998. Since 1991,
he has been the Managing Director of Sung Sim Services Ltd., and from 1984 until
1991 he was the Manager of Kolon Trading Co., Ltd. of Seoul, Korea, and Hong
Kong. Mr. Ko earned a B.A. Degree in International Commerce in 1984 from Dankook
University in Seoul.
Jae-Sun Lee became a director of the Company in February 1998. Since 1990,
he has been the Chairman of EE-Chin Industrial Co. Ltd., Seoul, Korea. He earned
a Masters Degree in Economics in 1962 from Sung Kyun-Kwan Graduate School in
Korea and he graduated in 1960 from the National Defense College in Korea.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") requires that the Company's officers and directors, and persons
who own more than 10% of a registered class of the Company's equity securities,
file reports of ownership and changes of ownership with the Securities and
Exchange Commission (the "SEC"). Officers, directors and greater than 10%
shareholders are required by SEC regulation to furnish the Company with copies
of all such reports they file.
Based solely on the review of the copies of such reports received by the
Company, the Company believes that, with respect to its fiscal year ended
December 31, 1997, all of its executive officers, directors and 10% shareholders
filed all required reports under Section 16(a) in a timely manner.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth for the last three fiscal years information
on the annual compensation for the Company's chief executive officer ( the
"CEO") and the Company's only executive officer other than the CEO that received
aggregate annual remuneration from the Company in excess of $100,000 during the
fiscal year ended December 31, 1997 (collectively, with the CEO, the "Named
Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
--------------------------------------------------------- ------------
Securities
Other Underlying
Name and Principal Annual Options/ All Other
Position Year Salary($) Bonus($) Compensation($) SARs(#) Compensation($)
-------- ---- --------- -------- --------------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Smith, 1997 0 0 0 0 0
President and Chief 1996(1) 0 0 0 10,000 0
Financial Officer 1996(2) 0 0 0 0 0
John M. Musacchio, 1997 170,250 0 0 120,000 0
Chief Operating 1996(1) 114,960 0 0 0 0
Officer(3) 1996(2) 115,842 0 0 100,000 0
- -----------------------
(1) Represents the eleven-month period from February 1 through December 31,
1996. Effective February 1, 1996, the Company changed its fiscal year
to a calendar year. Prior to that, the Company's fiscal year ended
January 31.
(2) Represents the twelve-month period from February 1, 1995 through
January 31, 1996. See Note 1 above.
(3) Effective January 10, 1997, Mr. Musacchio ceased to be President
of the Company and became Chief Operating Officer.
</TABLE>
<PAGE>
Stock Options
The following table sets forth information concerning the award of stock
options to the Named Executive Officers during fiscal 1997:
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Number of % of Total Potential Realizable Value
Securities Options/SARs at Assumed Annual Rates of
Underlying Granted to Exercise or Stock Price Appreciation
Options/SARs Employees in Based Price Expiration for Option Term
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
<S> <C> <C> <C>
John M. Musacchio 120,000 82.8% 2.00 11/5/2007 150,934 382,498
</TABLE>
The options granted to Mr. Musacchio in 1997 were granted pursuant to the
Company's 1994 Amended Stock Option Plan (the "1994 Plan"). Half of those
options becomes exercisable on May 5, 1999, and the remaining half becomes
exercisable on May 5, 2000.
Option Exercises; Outstanding Options
The table below provides information on exercises of options during 1997 by
the Named Executive Officers and information with respect to unexercised options
held by the Named Executive Officers at December 31, 1997.
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying In-The-Money
Unexercised Options/SARs at
Common Shares Options/SARs at Fiscal Year-End ($)
Acquired on Fiscal Year-End (#) Exercisable/
Name Exercise (#) Value Realized ($) Exercisable/ Unexercisable
Unexercisable
<S> <C> <C> <C> <C>
Michael J. Smith 0 0 10,000/0 1,325/0
John M. Musacchio 0 0 120,000/120,000 0/0
</TABLE>
<PAGE>
Employment Agreement
Under the terms of an employment agreement dated November 30, 1995, as
amended February 1, 1997, Mr. Musacchio's annual salary is $165,000 or such
greater amount as may be set from time to time by the President or the Board of
Directors. Mr. Musacchio's 1997 salary was $170,250. While he is employed by the
Company, Mr. Musacchio is entitled to participate in all Company employee
benefit plans generally available to the Company's executives and to participate
equitably in bonuses and/or additional incentive compensation as determined in
the discretion of the Compensation Committee of the Board of Directors. Mr.
Musacchio is employed "at will" by the Company and may be terminated at any time
without cause. If the Company terminates him without cause, Mr. Musacchio shall
be entitled to a severance benefit equivalent to one year's salary (the
"Severance Benefit"). Mr. Musacchio may terminate his employment agreement on
six months' written notice to the Company. Subject to certain exceptions, Mr.
Musacchio may not, during the term of his employment agreement, for two years
after he retires or at any time when he is receiving his annual salary or the
Severance Benefit, engage in any business that is substantially competitive with
any business then actively conducted by the Company or any of its subsidiaries.
Compensation of Directors
Employee directors are not compensated in their role as directors. The
outside directors of the Company receive $500 for each meeting they attend plus
reimbursement for their actual expenses incurred in attending such meetings. In
addition, the Company has established the 1994 Plan which provides for grants of
options to employee and non-employee directors.
Pursuant to the 1994 Plan, each non-employee director ordinarily is
automatically granted an option to purchase 10,000 shares upon becoming a
director. Each director who has served for at least 12 months ordinarily will
automatically be granted an additional option to purchase 1,250 shares on the
fifth business day following the Company's Annual Meeting of Shareholders.
Options granted to non-employee directors are exercisable immediately upon grant
and for a period of ten years thereafter. No non-employee director may be
awarded more than 15,000 options.
Options granted to non-employee directors have a per share exercise price
equal to at least the fair market value of a share of the Company's Common
Shares at the time the option is granted. Options granted to non-employee
directors terminate ten years from grant, unless the termination is due to the
director's death, in which event the exercise period is one year following
death, but not beyond the original FFmaximum term of the option. During the
fiscal year ended December 31, 1997, no options were granted to non-employee
directors.
<PAGE>
The following Report of the Compensation Committee on Executive
Compensation and the Peformance Graph included in this Amendment No. 1 to the
Company's Report on Form 10-K for the year ended December 31, 1998, shall not be
deemed to be incorporated by reference by any general statement incorporating
for reference the Company's Form 10-K, as amended, into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under the Acts.
Report of the Compensation Committee on Executive Compensation
The Company's approach to executive compensation is designed to enable it
to recruit, retain and motivate executives to achieve the Company's performance
objectives and to increase shareholder value. The Company currently determines
executive compensation using a number of different criteria. Each executive
officer's individual performance and area of responsibility is evaluated on an
annual basis in relation to base salary, comparative compensation surveys which
include benefits and the Company's long-term incentive compensation plans.
Performance management reviews are conducted periodically for all employees
of the Company and executive officers. Individual goals are established at that
time, incorporating the overall strategic plans and objectives of the Company.
The performance review focuses on an executive officer's specific area of
responsibility, accomplishments and contributions as they relate to both
personal performance and the Company's overall performance.
The basic benefits offered to executive officers, which include
participation in the Company's 401(k) Plan, group health insurance, group term
life insurance and disability insurance, are the same as those provided to other
employees of the Corporation. Additionally, certain executive officers are
provided with automobile allowances and club memberships which are used for both
business and personal purposes.
Executive officers of the Company are eligible to participate in the
Company's 1994 Plan and the Company's 1995 Qualified Incentive Stock Option Plan
(the "1995 Plan"). The Compensation Committee approves periodic grants of
options to executive officers under the 1994 Plan and the 1995 Plan as part of
the performance review process.
The 1997 compensation of the Company's President, Mr. Smith, was maintained
at the level specified in his employment agreement. No bonus or stock options
were awarded to Mr. Smith in 1997.
This report was approved by the Compensation Committee.
/s/ Roy Zanatta /s/ Michael Smith
Performance Graph
The information set forth in the table below and the graph on the following
page compares the value of the Common Shares to the NASDAQ Market Index and an
industry index representing peer issuers. Each of the total cumulative total
returns presented assumes a $100.00 investment on February 9, 1995, the date of
the Company's initial public offering, and reinvestment of dividends. The
industry index of peer issuers is comprised of the following securities: EA
Engineering Science & Technology; EMCON; Fluor Daniel GTI Inc. (formerly
Groundwater Technology, Inc.); GZA Geoenvironmental Technologies, Inc.;
International Technology Corp.;New Horizons Worldwide (formerly Handex Corp.);
OHM Corp; Sevenson Environmental; and Roy F. Weston Inc. (Class A). Omega
Environmental, Inc., which previously was included in the group of peer issuers,
was omitted from this year's group, because it was delisted from the Nasdaq
Stock Market in September 1997.
<PAGE>
<TABLE>
<CAPTION>
Fiscal Year Ended December 31
Company or Index February 9, 1995 --------------------------------------------------------
- ---------------- ---------------- 1995 1996 1997
---- ---- ----
<S> <C> <C> <C> <C>
ICHOR Corporation 100.00 13.89 37.50 33.33
Peer Group Index 100.00 95.04 93.38 97.77
Nasdaq Market Index 100.00 128.69 159.91 195.61
</TABLE>
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Shares as of May 8, 1998, by: (i) all persons
known by the Company to own more than five percent of the outstanding Common
Shares; (ii) each of the Company's executive officers and directors that
beneficially owns any Common Shares; and (iii) all executive officers and
directors as a group. The following is based solely on statements filed with the
Securities and Exchange Commission or other information the Company believes to
be reliable.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership(1) Percent of Class
<S> <C> <C>
MFC Bancorp Ltd. 6,951,802(2) 88.1%
6 Rue Charles-Bonnet
1206 Geneva, Switzerland
Michael J. Smith 10,000(3) *
6 Rue Charles-Bonnet
1206 Geneva, Switzerland
Roy Zanatta 10,000(3) *
2 Stratford Place
London, England
United Kingdom, W1N 9AE
John M. Musacchio 120,050(4) 2.4%
507 Lakewood Drive
Monroeville,PA 15146
Leonard Petersen 10,000(3) *
Suite 1270, Granville Street
Vancouver, B.C.
Canada V7Y 1G6
All executive officers and directors 150,050(5) 3.1%
as a group (6 persons)
- -----------------
* Less than 1%.
(1) To the extent set forth in the footnotes below, includes Common Shares
issuable in exchange for the Company's 5% Cumulative Redeemable
Convertible Preferred Shares, Series 1 ("Preferred Shares"). The
conversion price is 90% of the 20-day average closing trading price of
the Common Shares on the stock exchange or quotation system through
which the largest number of Common Shares traded during the period
immediately preceding the date that notice of conversion is delivered
to the Company. For the purposes of this table, the conversion price
and amount of Common Shares underlying the Preferred Shares has been
calculated as of May 8, 1998, based on a conversion price of $1.35 per
Common Share.
<PAGE>
(2) Represents 3,970,320 outstanding Common Shares and the 2,981,482
Common Shares into which the 402,500 Preferred Shares beneficially
owned by MFC Bancorp Ltd. ("MFC") were convertible at May 8, 1998. MFC
shares voting and dispositive power over these Common Shares and
Preferred Shares with Logan International Corp. ("Logan"), Drummond
Financial Corporation ("Drummond"), Sutton Park International Ltd.
("Sutton Park") and Constable Investments Ltd. ("Constable") as set
forth below. MFC beneficially owns 71.1% of the voting securities of
Logan, including 60,000 shares of Logan's Series B Preferred Shares
over which MFC shares voting and dispositive control with Drummond.
MFC beneficially owns 47.9% of the outstanding voting securities of
Drummond, comprised of Common Shares of Drummond over which MFC shares
voting and dispositive power with its wholly-owned subsidiary,
Ballinger Corporation, and all of Drummond's Series 1, Preferred
Stock. Sutton Park and Constable are wholly-owned operating companies
of MFC.
Logan owns 2,500,000 Common Shares and 142,500 Preferred Shares, over
which it shares voting and dispositive power with MFC. At May 8, 1998,
the 142,500 Preferred Shares were convertible into 1,055,556 Common
Shares. Drummond owns 1,470,320 Common Shares over which Drummond
shares voting and dispositive power with MFC. Sutton Park owns 175,000
Preferred Shares over which it shares voting and dispositive power
with MFC. At May 8, 1998, the 175,000 Preferred Shares were
convertible into 1,296,296 Common Shares. Constable owns 85,000
Preferred Shares over which it shares voting and dispositive power
with MFC. At May 8, 1998, the 85,000 Preferred Shares were convertible
into 629,630 Common Shares.
(3) Represents Common Shares underlying options exercisable within 60 days.
(4) Includes 120,000 Common Shares underlying options exercisable within
60 days.
(5) Includes 150,000 Common Shares underlying options exercisable within
60 days.
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Relationships and Related Transactions
In February 1998, Conqueror Holdings Ltd. ("Conqueror") completed the
acquisition of 30,000 Preferred Shares for $300,000. Mr. Smith is President and
a director of Conqueror.
On March 6, 1998, Logan completed the acquisition of 142,500 Preferred
Shares in consideration of debt forgiveness in the amounts of $600,000 and
$825,000 effective, respectively, September 30 and December 31, 1997. The
indebtedness had been represented by the Company's 8% note due December 1999,
payable monthly to Logan and collateralized by certain assets of the Company's
subsidiaries. Logan waived interest of $114,000 due for 1997. Logan shares
voting and dispositive power with MFC over 59.6% of the Company's Common Shares
as of May 8, 1998, including 1,055,556 Common Shares issuable upon conversion of
the 142,500 Preferred Shares calculated as of May 8, 1998, based upon a
conversion price of $1.35 per Common Share. Michael J. Smith, President, Chief
Financial Officer, Treasurer and a director of the Company, is President, Chief
Financial Officer and a director of Logan and President, Chief Executive Officer
and a director of MFC. Roy Zanatta, Secretary and a director of the Company is
Secretary and a director of MFC.
On March 6, 1998, the Company issued 175,000 Preferred Shares to Sutton
Park in consideration of $1,000,000 cash and Sutton Park's release, effective
December 31, 1997, of the Company's guarantee of a $750,000 loan to Ortek Inc.
("Ortek") due January 1, 1999. Interest on the loan accrued at 11% per annum and
was secured by all of Ortek's personal property. Sutton Park is a wholly-owned
operating subsidiary of MFC and shared voting and dispositive power with MFC
over 20.9% of the Company's Common Shares as of May 8, 1998, including 1,296,296
Common Shares issuable upon conversion of the 175,000 Preferred Shares
calculated as of May 8, 1998, based upon a conversion price of $1.35 per Common
Share. Mr. Smith is a director of Sutton Park.
<PAGE>
On March 6, 1998, Constable completed the acquisition of 85,000 Preferred
Shares for $850,000. Constable is a wholly-owned operating subsidiary of MFC and
shared voting and dispositive power with MFC over 11.4% of the Company's Common
Shares as of May 8, 1998, including 629,630 Common Shares issuable upon
conversion of the 85,000 Preferred Shares calculated as of May 8, 1998, based
upon a conversion price of $1.35 per Common Share. Mr. Smith is a director of
Constable.
Drummond established a $750,000 credit facility for the Company and its
wholly-owned subsidiary, ICHOR Services, Inc., pursuant to a loan agreement
effective January 15, 1997, as amended effective June 30, 1997. The demand loan
is secured by all of the personal property of the Company and ICHOR Services
Inc. and accrues interest at 10% per annum. After June 30, 1997, Drummond
increased the credit facility on the same terms to $780,000. That amount was the
principal balance outstanding at December 31, 1997 and the amount currently
outstanding. Drummond shares voting and dispositive power with MFC over 30.0% of
the Company's Common Shares as of May 8, 1998. Mr. Smith is President, Chief
Executive Officer, Chief Financial Officer and a director of Drummond. Mr.
Zanatta is Vice President and a director of Drummond.
At December 31, 1997, the Company had an intercompany receivable from Logan
in the amount of $270,000. See "Indebtedness of Management."
Indebtedness of Management
At December 31, 1997, the Company had an intercompany receivable from Logan
in the amount of $270,000, which is not yet paid. The receivable represents an
amount that Logan collected on the Company's behalf in connection with the
Company's sale of a subsidiary in 1997 to an unrelated third party.
PART IV
ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Index to Financial Statements
Independent Auditors' Report* Report of Independent Auditors*
Consolidated Balance Sheets* Consolidated Statements of Operations*
Consolidated Statements of Changes in Shareholders' Equity*
Consolidated Statements of Cash Flows* Notes to Financial Statements*
*Incorporated by reference to the Registrant's Form 10-K dated March 31, 1998.
(2) Financial Statement Schedules
Independent Auditors' Report*
Schedule II - Valuation and Qualifying Amounts*
All other schedules have been omitted because they are not applicable
or the required information is shown in the financial statements or
notes thereto.
*Incorporated by reference to the Registrant's Form 10-K dated March 31, 1998.
<PAGE>
<TABLE>
<CAPTION>
(3) List of Exhibits
<S> <C>
2.1 Agreement and Plan of Merger dated October 1, 1996
between ICHOR Corporation and PDG Remediation, Inc.
Incorporated by reference to the Corporation's
Schedule 14C dated September 17, 1996.
3.1 Articles of Incorporation(1)
3.2 Certificate of Designations. Incorporated by reference to the Corporation's Form 8-K
dated March 12, 1998.
3.3 Bylaws.(1)
10.1 Amended 1994 Stock Option Plan.(2)
10.2 1995 Qualified Incentive Stock Option Plan.(2)
10.3 Amended and Restated Employment Agreement for John M. Musacchio dated February 1,
1997.(3)
10.4 Purchase Agreement dated as of January 31, 1996 between Specialty Environmental, Inc.
and the Corporation.(1)
10.5 Purchase Agreement dated December 13, 1996 between the Corporation and Logan
International Corp.(4)
10.6 Order of Court of the Honorable Jack B. Schmeitterer of the United States Bankruptcy
Court of the Northern District of Illinois, Eastern Division approving the sale of
assets of Enviropur Waste Refining and Technology, Inc. to Ortek Inc. (formerly
BC Ventures Limited).(4)
10.7 Loan Agreement dated January 15, 1997 between Ortek Inc. and Volendam Investments Limited.(5)
10.8 Loan Agreement dated January 15, 1997 among Drummond Financial Corporation, the
Corporation and ICHOR Services, Inc.(5)
10.9 Amendment to Loan Agreement dated June 30, 1997 among Drummond Financial Corporation,
the Corporation and ICHOR Services, Inc.(3)
10.10 Stock Purchase Agreement between the Corporation and Evergreen Holding, Inc. dated
December 23, 1997. Incorporated by reference to the Corporation's Form 8-K dated
January 7, 1998.
10.11 Debt Settlement Agreement between Logan International Corp. and the Corporation dated
September 30, 1997.(6)
10.12 Debt Settlement Agreement between Logan International Corp. and the Corporation dated
February 20, 1998.(6)
10.13 Debt Settlement Agreement between Sutton Park International Ltd. and the Corporation
dated February 20, 1998.(6)
10.14 Subscription Agreement between Constable Investments Ltd. and the Corporation dated
February 26, 1998.(6)
10.15 Subscription Agreement between Conqueror Holdings Ltd. and the Corporation dated
February 26, 1998.(3)
10.16 Subscription Agreement between Sutton Park International Ltd. and the Corporation dated
February 26, 1998.(6)
10.17 Subscription Agreement between Zellstoff-und Papierfabrik Rosenthal GmbH and the
Corporation dated February 26, 1998.(3)
21 List of subsidiaries of the Registrant.(3)
23 Consent of Independent Auditors.(3)
27 Article 5 - Financial Data Schedule for the year ended December 31, 1997.(1)
-----------------------------
(1)Incorporated by reference to the Corporation's Form 10-K dated January 31, 1996.
(2)Incorporated by reference to the Corporation's Definitive Schedule 14A dated July 8, 1996.
(3)Incorporated by reference to the Corporation's Form 10-K dated March 31, 1998.
(4)Incorporated by reference to the Corporation's Form 8-K dated December 17, 1996.
(5)Incorporated by reference to the Corporation's Form 10-K dated December 31, 1996.
(6)Incorporated by reference to a Schedule 13D\A dated March 13, 1998.
</TABLE>
(b) Reports on Form 8-K
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: May 71, 1998 ICHOR CORPORATION
By: /s/ Michael J. Smith
Michael J. Smith, President,
Chief Financial Officer and
Treasurer
<PAGE>
ICHOR CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
2.1 Agreement and Plan of Merger dated October 1, 1996 between
ICHOR Corporation and PDG Remediation, Inc. Incorporated by
reference to the Corporation's Schedule 14C dated September
17, 1996.
3.1 Articles of Incorporation(1)
3.2 Certificate of Designations. Incorporated by reference to the Corporation's Form 8-K dated
March 12, 1998.
3.3 Bylaws.(1)
10.1 Amended 1994 Stock Option Plan.(2)
10.2 1995 Qualified Incentive Stock Option Plan.(2)
10.3 Amended and Restated Employment Agreement for John M. Musacchio dated February 1, 1997.(3)
10.4 Purchase Agreement dated as of January 31, 1996 between Specialty Environmental, Inc. and the
Corporation.(1)
10.5 Purchase Agreement dated December 13, 1996 between the Corporation and Logan International
Corp.(4)
10.6 Order of Court of the Honorable Jack B. Schmeitterer of the United States Bankruptcy Court of
the Northern District of Illinois, Eastern Division approving the sale of assets of Enviropur
Waste Refining and Technology, Inc. to Ortek Inc. (formerly BC Ventures Limited).(4)
10.7 Loan Agreement dated January 15, 1997 between Ortek Inc. and Volendam Investments Limited.(5)
10.8 Loan Agreement dated January 15, 1997 among Drummond Financial Corporation, the Corporation and
ICHOR Services, Inc.(5)
10.9 Amendment to Loan Agreement dated June 30, 1997 among Drummond Financial Corporation, the
Corporation and ICHOR Services, Inc.(3)
10.10 Stock Purchase Agreement between the Corporation and Evergreen Holding, Inc. dated December 23,
1997. Incorporated by reference to the Corporation's Form 8-K dated January 7, 1998.
10.11 Debt Settlement Agreement between Logan International Corp. and the Corporation dated
September 30, 1997.(6)
10.12 Debt Settlement Agreement between Logan International Corp. and the Corporation dated
February 20, 1998.(6)
10.13 Debt Settlement Agreement between Sutton Park International Ltd. and the Corporation dated
February 20, 1998.(6)
10.14 Subscription Agreement between Constable Investments Ltd. and the Corporation dated
February 26, 1998.(6)
10.15 Subscription Agreement between Conqueror Holdings Ltd. and the Corporation dated February 26,
1998.(3)
10.16 Subscription Agreement between Sutton Park International Ltd. and the Corporation dated
February 26, 1998.(6)
10.17 Subscription Agreement between Zellstoff-und Papierfabrik Rosenthal GmbH and the Corporation
dated February 26, 1998.(3)
21 List of subsidiaries of the Registrant.(3)
23 Consent of Independent Auditors.(3)
27 Article 5 - Financial Data Schedule for the year ended December 31, 1997.(1)
-----------------------------
(1)Incorporated by reference to the Corporation's Form 10-K dated January 31, 1996.
(2)Incorporated by reference to the Corporation's Definitive Schedule 14A dated July 8, 1996.
(3)Incorporated by reference to the Corporation's Form 10-K dated March 31, 1998.
(4)Incorporated by reference to the Corporation's Form 8-K dated December 17, 1996.
(5)Incorporated by reference to the Corporation's Form 10-K dated December 31, 1996.
(6)Incorporated by reference to a Schedule 13D\A dated March 13, 1998.
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