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): February 11, 1998
YELLOW GOLD OF CRIPPLE CREEK, INC.
(Exact Name of Registrant as Specified in Charter)
Colorado 0-9015 84-0768695
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
57 West 200 South, Suite 310, Salt Lake City, Utah 84101
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (801) 359-9309
Item 1. Changes in Control of Registrant
(b) On February 11, 1998, Howard M. Oveson, a director and officer, and
principal shareholder, of the Registrant entered into an agreement with 1st
Zamora Corp. ("1st Zamora") to sell 11,102,500 shares (56.36% of the total
outstanding shares) of common stock of the Registrant owned by Milagro
Holdings, Inc. ("Milagro"), a corporation owned and controlled by Mr. Oveson.
The option applies to the purchase of not less than all of the shares by 1st
Zamora and is exercisable on or before March 31, 1998. During the term of the
option Milagro has agreed not to sell, transfer, assign, convey, or encumber
the shares or any interest therein. However, Milagro shall remain at all
times during the term of the option the legal owner of the shares having all
rights of ownership with respect to the shares, including voting rights,
dividend and liquidation rights, and any and all other rights inherent in the
ownership of the shares, subject only to the terms of the option. The option
rights of 1st Zamora may be exercised only by it or its successors and are not
transferable. The exercise of the option would result in a change of control
of the Registrant by virtue of such party obtaining a majority of the
outstanding stock of the Registrant. The option previously entered into by
Mr. Oveson with Broad Seal Ltd. was not exercised and expired on December 31,
1997.
Item 7. Exhibits
Exhibit No.DescriptionLocation
10.1Stock Option AgreementAttached
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.
YELLOW GOLD OF CRIPPLE CREEK, INC.
Date: February 20, 1998 By /s/ Howard M. Oveson, President
and Principal Financial Officer
EXHIBIT 10.1
STOCK OPTION AGREEMENT
1. INTRODUCTION. Agreement made February 11, 1998, by and between
Milagro Holdings, Inc., a Delaware corporation, with offices at 57 West 200
South, Suite 310, Salt Lake City, Utah 84101 ("Milagro") and 1st Zamora Corp.,
a Colorado corporation with offices at 9025 Oakwood Place, West Jordan, Utah
84088 ("Optionee").
2. GRANT OF OPTION. For and in consideration of $10,000, the receipt
and sufficiency of which is hereby acknowledged, Milagro grants to Optionee
the option of purchasing 11,102,500 shares of common stock of Yellow Gold of
Cripple Creek, Inc., a Colorado corporation (the "Issuer"), beneficially owned
by Milagro (the "Shares"), at the price, and subject to all the terms and
conditions set out in this Agreement. This Option shall apply to the purchase
of not less than all of the Shares.
3. GRANT DATE OF OPTION. The grant date of this option is February
11, 1998, the date on which this Agreement was executed.
4. EXERCISE PRICE. The price at which Optionee may buy the Shares is
$190,000.
5. WHEN OPTION EXERCISABLE. Optionee may exercise his option rights
at any time following the date of this Agreement but not later than March 31,
1998.
6. TERM. The term of this Agreement shall expire upon the payment of
the exercise price or March 31, 1998, whichever shall first occur.
7. ESCROW OF CERTIFICATES REPRESENTING SHARES. Milagro shall
immediately place the certificates representing the Shares, and duly executed
stock powers therefor, with Ronald N. Vance, Attorney at Law (the "Escrow
Agent"). Said certificates shall remain with the Escrow Agent during the
term of this Agreement.
8. AGREEMENT NOT TO SELL THE SHARES. During the term of this
Agreement Milagro shall not sell, transfer, assign, convey, or encumber the
Shares or any interest therein, except as provided in this Agreement.
9. OWNERSHIP RIGHTS. During the term hereof, Milagro shall remain at
all times the legal owner of the Shares having all rights of ownership with
respect to the Shares, including voting rights, dividend and liquidation
rights, and any and all other rights inherent in the ownership of the Shares,
subject only to the terms of this Agreement.
10. OPTION NOT TRANSFERABLE. Optionee's option rights may be
exercised only by it or its successors and are not transferable. The option
rights may not be sold, assigned, pledged, or hypothecated and any attempt to
do so shall be void. The option rights are not subject to levy, attachment,
or other process of law and any attempt to levy, attach, or otherwise transfer
the option rights or place liens upon them shall be void.
11. MANNER IN WHICH OPTION IS EXERCISED. Optionee's option rights
may be exercised by Optionee by written notice addressed to Milagro's
corporate Secretary, signed on behalf of Optionee. The notice shall be
accompanied by a certified check payable or wired funds to Milagro for the
purchase price of Shares. Immediately following payment of the check or wired
funds, Milagro shall deliver the certificates for the Shares to the person who
signed the notice on behalf of Optionee.
12. VIOLATION OF LAW. The option granted by this Agreement may not
be exercised if its exercise would violate any applicable state securities
law, any registration under or any requirements of the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, the rules of an
exchange on which the Shares are traded, any other law of the State of Utah,
or any other federal law.
13. UNREGISTERED STOCK. If Milagro or Issuer's attorneys require a
writing from Optionee to avoid violation of the Securities Act of 1933, as
amended, Milagro or the Issuer may require a written commitment from the
Optionee before delivery of the certificate or certificates for the Shares.
The commitment shall be in a form prescribed by Milagro or Issuer. It will
state that it is the intent of the person exercising the option to acquire the
Shares for investment only and not with the intent of transferring or
reselling them; that the person exercising the option has been told that the
Shares may be "restricted shares" pursuant to Rule 144 of the Securities and
Exchange Commission and that any resale, transfer, or other distribution of
the Shares may only be made in conformity with Rule 144, the Securities Act of
1933, as amended, or any other federal statute, rule, or regulation. The
Issuer may place a legend on the face of the certificate or certificates in
accordance with this commitment and may refuse to permit transfer of the
Shares unless it receives satisfactory evidence that the transfer will not
violate Rule 144, the Securities Act of 1933, as amended, or any other federal
statute, rule, or regulation.
14. EXECUTION IN COUNTERPARTS. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original Agreement, but
all of which together shall constitute one and the same instrument.
15. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Utah, and any action to enforce
the provisions of this Agreement shall be brought in a court of competent
jurisdiction in the State of Utah and in no other place.
IN WITNESS WHEREOF, the undersigned have executed this document the day
and year first above written.
Milagro Holdings, Inc.
By /s/ Howard M. Oveson, President
1st Zamora Corp.
By /s/ Laura Madsen, President