UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
AMENDMENT NO. 1
TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal period ended June 30, 2004
Commission File Number 0-26636
CREW GOLD CORPORATION
(Exact name of Registrant as specified in its charter)
Yukon Territory, Canada
(Jurisdiction of incorporation or organization)
Abbey House Business Center, Wellington Way
Weybridge, Surrey KT13 OTT, United-Kingdom
(Address of principal executive offices)
+ (44) (0) 193 226 8755
(Registrant’s telephone number)
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None |
| Not applicable |
(Title of Class) |
| (Name of each exchange on which registered) |
Securities registered or to be registered pursuant to Section 12(b) of the Act. Common Shares Without Par Value.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None.
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 173, 786, 515 Common Shares issued and outstanding as at March 15, 2003.
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 ý No o
Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ý Item 18 o
EXPLANATORY NOTE
Crew Gold Corporation (the “Corporation”) hereby amends its Annual Report on Form 20-F for its fiscal year ended June 30, 2004 (the “Form 20-F”) pursuant to Rule 12b-15 under the Securities Exchange Act of 1394, as amended, by setting forth herein the amended Directors and Senior Management Compensation of the Corporation (Item 6 B) for the year ending June 30, 2004 (the “Executive Compensation Table”). The only amendment was made to Item 6. B on page 52 to include updated executive compensation and option information.
SIGNATURES
The Corporation hereby certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
Dated August 29, 2005
By: | /s/ Jan Vestrum |
|
| Jan Vestrum | |
| Chief Executive Officer | |
| Crew Gold Corporation | |
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CERTIFICATIONS
I, Jan Vestrum, certify that:
1. I have reviewed this annual report on Form 20-F/A of Crew Gold Corporation (the “Corporation”);
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Corporation as of, and for, the periods presented in this annual report;
4. The Corporation’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the Corporation and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Corporation, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Corporation’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Corporation’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
5. The Corporation’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Corporation’s auditors and the audit committee of the Corporation’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal control over financial reporting.
Dated August 29, 2005
By: | /s/ Jan Vestrum |
|
| Jan Vestrum | |
| Chief Executive Officer | |
| Crew Gold Corporation | |
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I, James Cole, certify that:
1. I have reviewed this annual report on Form 20-F/A of Crew Gold Corporation (the “Corporation”);
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Corporation as of, and for, the periods presented in this annual report;
4. The Corporation’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the Corporation and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Corporation, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Corporation’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Corporation’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
5. The Corporation’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Corporation’s auditors and the audit committee of the Corporation’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal control over financial reporting.
Dated August 29, 2005
By: | /s/ James Cole |
|
| James Cole | |
| Chief Financial Officer | |
| Crew Gold Corporation | |
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B. Compensation
The following table sets forth the compensation paid during the periods indicated to the individuals who served as Chief Executive Officer and Chief Financial Officer of the Corporation during the financial year ended June 30, 2004 and the other three most highly compensated executive officers of the Corporation who were serving as executive officers at the end of the financial year ended June 30, 2004 whose total salary and bonus exceeds $150,000 and any individual who would have satisfied this criteria except that the individual was not serving as such an officer at June 30, 2004 (collectively, the “Named Executive Officers”):
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| Annual Compensation |
| Long-Term Compensation |
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| Payouts |
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Name and |
| Year |
| Salary |
| Bonus |
| Other Annual |
| Securities |
| Shares or |
| LTIP |
| All Other |
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| ($) |
| ($) |
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JAN A. VESTRUM(2) |
| 2004 |
| $ | 485,114 | (6) | Nil |
| $ | 42,470 |
| 175,000 | (7) | Nil |
| N/A |
| Nil |
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Chief Executive Officer |
| 2003 |
| 501,900 | (6) | Nil |
| 29,232 |
| Nil | (8) | Nil |
| N/A |
| Nil |
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and President |
| 2002 |
| 153,141 | (6) | $ | 280,513 | (6) | 111,846 | (6) | 1,750,000 | (9) | Nil |
| N/A |
| Nil |
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JON S. PETERSEN |
| 2004 |
| $ | 184,537 |
| Nil |
| $ | 42,470 |
| Nil |
| Nil |
| N/A |
| Nil |
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Senior Vice President and |
| 2003 |
| 234,776 |
| Nil |
| $ | 13,774 |
| 500,000 |
| Nil |
| N/A |
| Nil |
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Chief Geologist |
| 2002 |
| 186,040 |
| Nil |
| 13,326 |
| Nil |
| Nil |
| N/A |
| Nil |
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FREDERIC PUISTIENNE(3) |
| 2004 |
| $ | 206,396 |
| Nil |
| $ | 42,470 |
| Nil |
| Nil |
| N/A |
| $ | 99,000 | (13) | |
Former Chief Financial |
| 2003 |
| $ | 77,917 |
| Nil |
| $ | 6,621 |
| 500,000 |
| Nil |
| N/A |
| Nil |
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Officer |
| 2002 |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| N/A |
| Nil |
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HANS CHRISTIAN QVIST(4) |
| 2004 |
| $ | 361,886 |
| Nil |
| Nil |
| 150,000 | (10) | Nil |
| N/A |
| Nil |
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Executive Chairman |
| 2003 |
| 312,746 |
| Nil |
| $ | 31,516 |
| Nil | (11) | Nil |
| N/A |
| Nil |
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| 2002 |
| 91,262 |
| $ | 287,793 |
| 116,746 |
| 1,000,000 | (12) | Nil |
| N/A |
| Nil |
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BRIAN C. SPRATLEY(5) |
| 2004 |
| $ | 161,850 |
| Nil |
| Nil |
| 500,000 |
| Nil |
| N/A |
| Nil |
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Vice President, Project |
| 2003 |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| N/A |
| Nil |
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Development |
| 2002 |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
| N/A |
| Nil |
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(1) | All securities under options are for Shares. No stock appreciation rights (“SARs”) are outstanding. |
(2) | Mr. Vestrum became Chief Executive Officer and President on March 3, 2002. |
(3) | Mr. Puistienne became Chief Financial Officer on March 13, 2003 and ceased being Chief Financial Officer on August 26, 2004. |
(4) | Mr. Qvist became Chairman on January 21, 2002. |
(5) | Mr. Spratley became Vice President, Project Development on July 22, 2003. |
(6) | Certain of these amounts were paid to a company 50% beneficially owned by Mr. Vestrum. |
(7) | In addition, Mr. Vestrum purchased 800,000 call options from the Corporation for an aggregate consideration of $56,000 during this period. |
(8) | In addition, Mr. Vestrum purchased 2,000,000 call options from the Corporation for an aggregate consideration of $11,400 during this period. |
(9) | In addition, Mr. Vestrum purchased 2,000,000 call options from the Corporation for an aggregate consideration of $146,800 during this period. These call options expired without being exercised. |
(10) | In addition, Mr. Qvist purchased 700,000 call options from the Corporation for an aggregate consideration of $49,000 during this period. |
(11) | In addition, Mr. Qvist purchased 1,750,000 call options from the Corporation during this period for an aggregate consideration of $10,000. |
(12) | In addition, Mr. Qvist purchased 1,750,000 call options from the Corporation during this period for an aggregate consideration of $128,450. These call options expired without being exercised. |
(13) | Mr. Puistienne received a payment of $99,000 in connection with ceasing to be Chief Financial Officer. |
(14) | In addition to the Named Executive Officers, the following persons who were officers of the Corporation as at June 30, 2003 received an aggregate remuneration in excess of $40,000 for the financial year ended June 30, 2004: Andrew J. Stocks, Vice President, Mining, received aggregate salary and bonuses of $131,119 (during the period from September 12, 2003 to June 30, 2004); and, James Cole, Corporate Controller and, as of September 1, 2004, Chief Financial Officer, received aggregate salary and bonuses of $131,200 (during the period from August 12, 2003 to June 30, 2004). |
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