SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 8, 2002
CROWN RESOURCES CORPORATION
(Exact name of registrant as specified in
its charter)
Washington 0-17480 84-1097086
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
4251 Kipling Street, Suite 390
Wheat Ridge, CO 80033
(Address of Principal Executive Offices)
Registrant's telephone number,including area code:
(303) 534-1030
(Former name or former address, if changed since last report)
Item 5. Other Events
On March 8, 2002 Crown Resources Corporation (the
"Company") announced it has voluntarily filed a petition
under Chapter 11 of the United States Bankruptcy Code with
the United States Bankruptcy court for the District of
Colorado. This action was taken after the Board of
Directors authorized the filing of the Petition by
unanimous vote. The Company intends to file a Plan of
Reorganization and Disclosure Statement with the Court
within the next week.
Exhibit
Number Description
20.1 Crown Resources Corporation?s Press Release
dated March 8, 2002.
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,
thereunto duly authorized.
CROWN RESOURCES CORPORATION
Dated: March 12, 2002 By: /s/ James R. Maronick
James R. Maronick
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Description
Page Number
20.1 Crown Resources Corporation?s
press release dated March 8, 2002.
Exhibit 20.1
March 8, 2002
CROWN FILES VOLUNTARY PETITION FOR BANKRUPTCY UNDER CHAPTER
11
Denver, Colorado: Crown Resources Corporation announced
today that it has filed a voluntary petition (the
"Petition") under Chapter 11 of the United States
Bankruptcy Code with the United States Bankruptcy Court for
the District of Colorado. This action was taken after the
Board of Directors authorized the filing of the Petition by
unanimous vote. Crown intends to file a Plan of
Reorganization (the "Plan") and Disclosure Statement with
the Court within the next week.
The Plan was developed on a pre-negotiated basis in
consultation with Crown's major creditors, including
holders of its $15,000,000 - 5.75% Convertible Subordinated
Debentures, due August 2001 (the "Debentures") and holders
of its $3,600,000 10% Convertible Secured Promissory Notes
due October 2006 (the "Senior Notes"). The Senior Notes
are secured by all of the assets of Crown.
The Plan contemplates a restructuring of the Debentures
through an exchange of outstanding Debentures, including
any accrued interest thereon for the following
consideration to be proportionally distributed to each
Debenture holder: (i) $1,000,000 in cash; (ii) $2,000,000
in 10% Secured Notes, due October 2006; (iii) $4,000,000 in
10% Unsecured Notes, due October 2006; (iv) warrants to
purchase 5,714,285 shares at an exercise price of $0.75 per
share, expiring October 2006.
The Plan provides for a 5 for 1 reverse split of the
currently outstanding common stock, while maintaining the
conversion and exercise prices of the Senior Notes, the
Secured Notes, the Unsecured Notes and the related
warrants. Under the Plan the existing shareholders will
still hold 100% of the outstanding shares of common stock.
However, on a fully diluted basis, assuming conversion of
all of the outstanding debt, and exercise of all warrants,
Secured Note holders will own approximately 52% of the
fully diluted common stock, the Debenture holders will own
approximately 41% of the fully diluted common stock and
current shareholders would own approximately 7% of the
fully diluted common stock. The Plan also contemplates the
cancellation and full impairment of Crown's preferred
stock, currently held by a wholly owned subsidiary.
After being filed with the Court, the Plan must be voted on
by Crown's creditors and shareholders. If the Plan is
approved by the Court, the Plan becomes a legally binding
agreement between Crown and its creditors and
shareholders. Under the Plan, Crown anticipates receiving
approximately $2,065,000 in cash from the Senior Note
financing, currently held in escrow.
Mr. Christopher Herald, CEO of Crown stated that, "The
filing of this Plan which has incorporated the views of a
majority of our Debenture holders, our Senior Note holders
and discussions with shareholders, regulators, and others
in industry, will remove a significant uncertainty for the
survivability of Crown." Herald stated "Crown expects to
benefit from taking the time and effort to pre-negotiate
the terms of the Plan by significantly reducing the time
and costs associated with being in bankruptcy.
Furthermore, we believe approval by the Court of the Plan
will provide Crown with a strong balance sheet, with no
required cash outlays for interest payments for the next
four and a half years. If the Plan is approved, Crown
intends to pursue the permitting of its Crown Jewel Project
in Washington as a primarily underground mine." Mr. Herald
went on to say that, "If the Crown Jewel Project is
permitted, the Plan provides significant upside potential
to our creditors as well as the ability of our shareholders
to participate in that upside."
Crown is a U.S. domiciled gold exploration company whose
major assets are the Crown Jewel Project located in north-
central Washington State and a 41.2% interest in Solitario
Resources Corporation (symbol: SLR on the TSE). Crown is
traded on the OTC Bulletin Board under the trading symbol
CRRS.
FOR MORE INFORMATION, CONTACT:
Christopher E. Herald or James R. Maronick - (303) 534-
1030
http://www.crownresources.com
The information set forth above includes "forward-looking"
statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 and is subject to the safe harbor
created by those sections. Factors that could cause
results to differ materially from those projected in the
forward-looking statements include, but are not limited to,
the timing of receipt of necessary governmental permits,
the results of judicial proceedings, the market price of
gold, results of current exploration activities and other
risks.