UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 28, 1999
-----------------
FREMONT GOLD CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-0773-A 65-0110447
- ---------------------------- ------------------------ ------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.
103 E. Holly Street, Suite 402, Bellingham, Washington 98225
- ------------------------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (360) 733-3854
------------------
777 Hornby Street, Suite 2000, Vancouver, British Columbia, V6Z 1S4
-------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS.
On or about June 8, 1999, the holders of a majority of the outstanding
shares of Common Stock of the Company, authorized the Company, by written
consent, to amend the Company's Certificate of Incorporation to provide for
authorization to the Company to issue up to 100,000,000 shares of Common Stock.
On or about June 8, 1999, the holders of a majority of the outstanding
shares of Common Stock of the Company, authorized the Company, by written
consent, to amend the Company's 1996 Stock Option Plan (the "Plan") to provide
for authorization to the Company to issue up to 2,000,000 shares of Common Stock
pursuant to options granted within the Plan.
On June 21, 1999, the Board of Directors of the Company (i) approved
the amendment to the Certificate of Incorporation of the Company and caused it
to be filed with the Delaware Secretary of State and (ii) approved the amendment
to 1996 Stock Option Plan.
On June 28, 1999, the Company was notified by the Secretary of State of
the State of Delaware that the Amendment to Certificate of Incorporation had
been accepted and duly filed.
ITEM 7. EXHIBITS.
Exhibit Number Description Reference
-------------- ----------- ---------
3.3 Amendment to Certificate of Incorporation *
10.12 Amendment to 1996 Stock Option Plan *
* Filed herewith
SIGNATURES
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.
/s/ Michael J. Hopley
---------------------------
Michael J. Hopley
Chief Executive Officer
Date: July 8, 1999
2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FREMONT GOLD CORPORATION
FREMONT GOLD CORPORATION (the "Corporation") a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: By unanimous written consent of the directors of Fremont Gold
Corporation, a resolution was duly adopted setting forth a proposed amendment to
the Certificate of Incorporation of said Corporation, declaring said amendment
to be advisable and seeking the approval and adoption of such amendment to the
Certificate of Incorporation by Stockholders of the Corporation, pursuant to the
Delaware General Corporation Law. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that Article fourth to the Certificate of Incorporation of
the Corporation be amended in the following manner:
DELETE
4. AUTHORIZED CAPITAL.
THE TOTAL NUMBER OF SHARES OF ALL CLASSES OF STOCK WHICH THIS
CORPORATION SHALL HAVE AUTHORITY TO ISSUE IS 20,000,000 SHARES OF
COMMON STOCK ("COMMON STOCK") WITH PAR VALUE OF $0.001 PER SHARE.
ADDED IN ITS PLACE AND STEAD:
4. AUTHORIZED CAPITAL.
THE TOTAL NUMBER OF SHARES OF ALL CLASSES OF STOCK WHICH THIS
CORPORATION SHALL HAVE AUTHORITY TO ISSUE IS 100,000,000 SHARES
OF COMMON STOCK ("COMMON STOCK") WITH PAR VALUE OF $0.001 PER
SHARE.
SECOND: That thereafter, by consent of the Stockholders of said
Corporation in lieu of meeting in accordance with Section 228 of the General
Corporation Law of the State of Delaware, the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
<PAGE>
IN WITNESS WHEREOF, Fremont Gold Corporation has caused this
Certificate to be signed by Michael J. Hopley, its President, and attested to
by, its Secretary, this 21ST day of JUNE, 1999.
Fremont Gold Corporation
By: /s/ Michael J. Hopley
-----------------------
Michael J. Hopley, President
ATTEST:
By: /s/ Michael J. Hopley
---------------------------
Secretary
AMENDMENT
OF
1996 STOCK OPTION PLAN
OF
FREMONT GOLD CORPORATION
FREMONT GOLD CORPORATION (the "Corporation") a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY AMEND IT 1996 STOCK OPTION PLAN:
FIRST: By unanimous written consent of the directors of Fremont Gold
Corporation, a resolution was duly adopted setting forth a proposed amendment to
the 1996 Stock Option Plan of said Corporation, declaring said amendment to be
advisable and seeking the approval and adoption of such amendment to 1996 Stock
Option Plan by Stockholders of the Corporation, pursuant to the Delaware General
Corporation Law. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that Article 3 to the 1996 Stock Option Plan of the
Corporation be amended in the following manner:
DELETE
"one million (1,000,000)" on the third line of Article 3.
Common Stock Subject to the Plan
ADDED IN ITS PLACE AND STEAD:
"two million (2,000,000)" on the third line of Article 3.
Common Stock Subject to the Plan
SECOND: That thereafter, by consent of the Stockholders of said
Corporation in lieu of meeting in accordance with Section 228 of the General
Corporation Law of the State of Delaware, the necessary number of shares as
required by the 1996 Stock Option Plan were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Article 13 of the 1996 Stock Option Plan.
IN WITNESS WHEREOF, Fremont Gold Corporation has caused this Amendment
to be signed by Michael J. Hopley, its President, and attested to by, its
Secretary, this 21ST day of JUNE, 1999.
FREMONT GOLD CORPORATION
By: /s/ Michael J. Hopley
------------------------
Michael J. Hopley, President
ATTEST:
By: /s/ Michael J. Hopley
----------------------------
SECRETARY
