Part of an S-3 filing today>>PROSPECTUS (SUBJECT TO COMPLETION)
APRIL 29, 1998
962,632 SHARES
ALTA GOLD CO.
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COMMON STOCK
The shares offered hereby (the "Shares") consist of up to
962,632 shares of common stock, $.001 par value per share (the
"Common Stock"), of Alta Gold Co., a Nevada corporation (the
"Company"), which may be issuable by the Company to the persons
listed herein under "Selling Stockholders" (the "Selling
Stockholders") upon the exercise of the Warrants (as defined
below). On November 11, 1997, the Company entered into an
agreement (the "Master Agreement") with the holders of its
4% Convertible Debentures issued on April 14, 1997 (the
"Debentures"), whereby the Company agreed to issue warrants (the
"Warrants") to the Selling Stockholders in three tranches based
upon the closing price of the Common Stock, and the outstanding
principal amount of the Debentures, on November 15, 1997, March
31, 1998 and September 30, 1998. The exercise price (the
"Exercise Price") for each tranche is 120% of the closing price
of the Common Stock on the respective issuance date of the
Warrants. The Warrants are exercisable at any time after their
issuance date and within a three-year period for the first
tranche and within a five-year period for the second and third
tranches. On November 15, 1997, the Company issued Warrants to
purchase 231,724 shares of Common Stock at an Exercise Price of
$2.175 per share. On March 31, 1998, the Company issued Warrants
to purchase 318,222 shares of Common Stock at an Exercise Price
of $2.3625 per share. The total outstanding principal amount of
the Debentures was $4,700,000 as of April 24, 1998. Solely for
the purpose of estimating the number of Shares included in this
registration statement of which this Prospectus is a part, the
number of Shares registered for sale by this Prospectus equals
the number of shares of Common Stock issuable upon the exercise
of the Warrants granted in the first and second tranches, and
150% of the estimated number of shares issuable upon the exercise
of the Warrants to be granted in the third tranche using a
hypothetical closing price of $2.5625 (which was the closing
price of the Common Stock on April 24, 1998, which date was
arbitrarily selected) and assuming the total outstanding
principal balance of the Debentures on September 30, 1998 is
$4,700,000. The use of such hypothetical Exercise Price is not
intended, and should in no way be construed, to constitute a
prediction as to the future market price of the Common Stock.
This Prospectus covers the sale of the Shares from time to time
by the Selling Stockholders. The issuance of the Shares upon the
exercise of the Warrants is not covered by this Prospectus,
rather only the resale of such Shares by the Selling Stockholders
or their respective pledgees, donees, transferees or other
successors in interest.
The Shares may be offered from time to time by the Selling
Stockholders or their respective pledgees, donees, transferees or
other successors in interest. The Company has agreed to pay
certain expenses of the registration of the Shares. Any brokers'
or underwriters' fees or commissions incurred by the Selling
Stockholders in connection with the sale of the Shares will be
borne by the Selling Stockholders. The Company will not receive
any proceeds directly from the sale of the Shares by the Selling
Stockholders. See "Use of Proceeds." The aggregate proceeds to
the Selling Stockholders from the sale of the Shares will be the
sale price of the Shares sold, less the aggregate underwriters'
commissions and discounts, if any, and the expenses of
distribution not borne by the Company.
The Selling Stockholders have not advised the Company of any
specific plans for the distribution of the Shares covered by this
Prospectus, but it is anticipated that the Shares will be sold
from time to time by the Selling Stockholders or their respective
pledgees, donees, transferees or other successors in interest,
primarily in transactions (which may include block transactions)
on the Nasdaq National Market, or such
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[THE FOLLOWING TEXT APPEARS PRINTED ALONG THE LEFT MARGIN OF THIS
PAGE: Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in the State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.]
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1
other market on which the Company's securities may from time to
time be trading at the market price then prevailing, although
sales may also be made in negotiated transactions or otherwise.
The Selling Stockholders and the brokers and dealers through whom
sales of the Shares may be made may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and their commissions or
discount and other compensation may be regarded as underwriters'
compensation. See "Plan of Distribution."
The Common Stock is currently listed on the Nasdaq National
Market under the symbol "ALTA." On April 24, 1998, the last
reported sale price of the Common Stock on the Nasdaq National
Market was $2.25625 per share.
THERE ARE CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED
BEFORE PURCHASING THE SHARES. SEE "RISK FACTORS" BEGINNING ON
PAGE 5.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is April ____, 1998.
TABLE OF CONTENTS
PAGE
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INCORPORATION OF DOCUMENTS BY REFERENCE 3
THE COMPANY 4
RISK FACTORS 5
USE OF PROCEEDS 12
SELLING STOCKHOLDERS 12
PLAN OF DISTRIBUTION 15
LEGAL MATTERS 15
EXPERTS 16
AVAILABLE INFORMATION 16
2
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by the
Company with the Securities and Exchange Commission (the
"Commission"), are hereby incorporated by reference into this
Prospectus:
(i) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
(ii) The Company's proxy statement on Schedule 14A for the
Company's annual meeting of stockholders to be held on
June 12, 1998; and
(iii) The description of the Common Stock contained in the
Company's registration statement on Form S-3, Amendment
No. 4 (Registration No. 33-84046), as filed with the
Commission under the Securities Act.
All documents filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and prior to the termination of the offering hereunder shall be
deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written or
oral request of any such person, a copy of any or all of the
documents incorporated herein by reference, other than exhibits
to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Written requests
for such copies should be directed to Margo R. Bergeson,
Secretary, Alta Gold Co., at the Company's principal executive
offices located at 601 Whitney Ranch Drive, Suite 10, Henderson,
Nevada 89014. Telephone requests may be directed to Ms. Bergeson
at (702) 433-8525.
3
THE COMPANY
Alta Gold Co. (the "Company") is engaged in the exploration,
development, mining and production of gold on properties located
in Nevada. The Company also has three base metals properties in
the western United States which are in various stages of
development. The Company operates solely in the metals mining
industry segment. The Company was incorporated in Nevada on May
7, 1962, under the name of Silver King Mines, Inc. On November
24, 1989, the Company merged with Pacific Silver Corporation, and
the Company's name was changed to Alta Gold Co. The Company's
principal executive offices are located at 601 Whitney Ranch
Drive, Suite 10, Henderson, Nevada 89014, and its telephone
number is (702) 433-8525. |
