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): March 13, 1997
GOLD CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 0-24610 84-1251798
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(State of other juris- (Commission (I.R.S. Employer
diction of incorpora- File Number) Identification No.)
tion)
5525 Erindale Drive, Suite 201
Colorado Springs, Colorado 80918
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(address of principal executive office) (Zip Code)
Registrant's telephone number including area code: (719) 260-8509
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(Former address, if changed since last report) (Zip code)
Item 1. CHANGES IN CONTROL OF REGISTRANT
On March 13, 1997, Gold Capital Corporation (the "Company") executed an
agreement (the "Merger Agreement"; the transactions contemplated by the Merger
Agreement are hereinafter referred to as the "Merger") to merge with Globex
Mining Enterprises Inc., a publicly traded corporation organized and existing
under the laws of the Province of Quebec, Canada ("Globex"). By virtue of the
Merger, and subject to certain conditions, the Company would become a
wholly-owned subsidiary of Globex.
The Merger is part of two separate, but related, transactions pursuant to
which Globex proposes to acquire 100% of the Company's issued and outstanding
Common Stock. Pursuant to the terms of the Merger Agreement, the Company would
be merged with and into GME Merger Corporation ("Surviving Corporation"), a
Colorado corporation wholly owned by Globex, which corporation would survive the
Merger. The 4,654,543 shares of Company Common Stock issued and outstanding
prior to the Merger and not owned by Royalstar Resources, Ltd. ("Royalstar")
would be converted into the right to receive 1,285,067 shares of Globex Common
Stock. The shares proposed to be issued by Globex would be registered under
relevant provisions of the Securities Act of 1933, as amended, and qualified
under applicable state Blue Sky laws. The Common Stock owned by Royalstar, the
Company's single largest shareholder, would be acquired by Globex in a separate
transaction (the "Acquisition"), anticipated to be completed contemporaneously
with the Merger. When both transactions are completed, Globex would own 100% of
the issued and outstanding shares of Common Stock of the Company.
Both the Merger and Acquisition are subject to certain conditions. Prior to
consummation of the Merger, the following conditions, among others, must be
satisfied: (i) receipt of an effective date by Globex for a registration
statement covering its stock proposed to be issued in connection with the
Merger; (ii) receipt of financing by Globex; (iii) approval of the Merger by the
Company's shareholders; and (iv) approval of various regulatory agencies. The
consummation of the Acquisition is subject to finalization of an agreement
between Globex and Royalstar, in addition to shareholder approval and other
conditions precedent.
Pending completion of the Merger, Globex has acquired an option to purchase
the 2,287,547 shares of Common Stock of the Company owned by U.S. Gold
Corporation and an irrevocable proxy to vote all of those shares in favor of the
Merger. The Common Stock owned by U.S. Gold and subject to the option and proxy
represent approximately 25% of the currently issued and outstanding Common Stock
of the Company.
Upon satisfaction of the conditions precedent and completion of the Merger,
it is contemplated that the Board of Directors of the Company will be changed.
The officers and directors of the Surviving Corporation, all of which have been
nominated by Globex, will be the officers and directors of the Surviving
Corporation after the Merger.
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 5 below.
Item 3. BANKRUPTCY OR RECEIVERSHIP
No report required.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
No report required.
Item 5. OTHER EVENTS.
In connection with the Merger Agreement, Globex has agreed to fund
financial obligations of the Company pending completion of the Merger. Subject
to the terms and conditions of a Loan Agreement between the parties, Globex has
agreed to make advances to the Company to maintain, preserve and protect the
assets of the Tonkin Springs Project, service the promissory note payable to
U.S. Gold and pay other necessary and proper obligations and commitments of the
Company. Continued funding is subject to the right of Globex to accept or reject
each funding request made by the Company, as well as the right of Globex to
discontinue funding altogether. In that event, the Company has the right to
terminate the Merger Agreement.
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
See Item 1 above.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statements.
No report required.
b. Proforma Financial Information.
No report required.
c. Exhibits.
(i) Loan Agreement by and between the Company and Globex,
dated January 16, 1997, without exhibits.
(ii) Agreement and Plan of Merger by and between the Company,
Globex and GME Merger Corporation, without exhibits.
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Item 8. CHANGE IN FISCAL YEAR
No report required.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be filed on its behalf by the
undersigned hereunto duly authorized.
GOLD CAPITAL CORPORATION
Date: March 27, 1997 By: /S/ BILL M. CONRAD
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Bill M. Conrad, President
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