U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 33-2150-LA
GOLDEN PANTHER RESOURCES, LTD.
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(Name of Small Business Issuer in its Charter)
NEVADA 95-3932052
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
#211, 1111 W. Hastings Street
Vancouver, Canada V6E2J3
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (604) 689-5377
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
(1) Yes X No (2) Yes X No
--- --- --- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
September 30, 1997
19,149,440
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of Golden Panther Resources, Ltd., a Nevada
corporation (the "Company"), required to be filed with this 10-QSB Quarterly
Report were prepared by management, and commence on the following page,
together with Related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Company.
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
September 30, March 31,
1997 1997
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 53,466 $ -
Accounts receivable 4,931 -
Prepaids and deposits 59,284 -
Total Current Assets 117,681 -
FIXED ASSETS, net of accumulated
depreciation 64,668 -
MINERAL PROPERTIES AND DEFERRED
EXPENDITURES 1,759,308 -
TOTAL ASSETS $ 1,941,657 $ -
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable and accrued
liabilities $ 158,217 $ -
Due to related parties 1,599,147 -
Advances payable 28,444 -
Total Current Liabilities 1,785,808 -
STOCKHOLDERS EQUITY
Common stock; 50,000,000 shares
authorized of $0.001 par value;
16,311,990 and 12,308,990
shares issued and outstanding,
respectively 16,312 12,309
Additional paid-in capital 10,387,085 9,507,088
Common stock subscription receivable - (220,000)
Currency translation adjustment 15,055 -
Deficit accumulated during the
development stage (10,262,603) (9,299,397)
Total Stockholders Equity 155,849 -
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 1,941,657 $ -
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
From
Inception on
September 21,
For the Three For the Six 1984 Through
Months Ended Months Ended
September 30, September 30, September 30,
1997 1996 1997 1996 1997
REVENUES $ - $ - $ - $ - $ -
EXPENSES
Consulting 24,318 - 36,074 - 36,074
Travel and
entertainment 88,309 - 182,536 - 82,536
Professional fees 18,492 - 242,920 - 242,920
Management fees 92,237 - 182,237 - 182,237
General and
administrative 201,926 62,400 311,596 124,800 311,596
Depreciation and
amortization 2,478 - 6,712 - 6,712
Total Expenses 427,760 62,400 962,075 124,800 (962,075)
Loss from Operations(427,760) (62,400)(962,075)(124,800) (962,075)
OTHER INCOME (EXPENSE)
Gain (Loss) on
foreign exchange (1,131) - (1,131) - (1,131)
Total Other
Income (Expense) (1,131) - (1,131) - (1,131)
LOSS BEFORE
DISCONTINUED
OPERATIONS (428,891) (62,400)(963,206)(124,800) (963,206)
LOSS FROM DISCONTINUED
OPERATIONS - - - - (9,299,397)
NET LOSS $(428,891) $ (62,400)(963,206)(124,800) $(10,262,603)
NET LOSS PER SHARE $ (0.03) $ (0.01)$ (0.06)$ (0.02)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 16,311,990 7,042,099 16,311,990 7,076,518
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
Deficit
Accumulated
Additional Stock During the
Common Stock Paid-In Subscription Development
Shares Amount Capital Receivable Stage
Balance, September 21,
1984 - $ - $ - $ - $ -
Issuance of common stock
to founders on September
21, 1984 at $111.72 per
share 5,001 5 558,689 - -
Net loss from inception on
September 21, 1984 through
March 31, 1993 - - - - (4,793)
Balance, March 31, 1993 5,001 5 558,689 - (4,793)
Contributed software
development costs
during 1993 - - 205,940 - -
Net loss for the year
ended March 31, 1994 - - - - (157,434)
Balance, March 31, 1994 5,001 5 764,629 - (162,227)
Debt converted to
additional paid-in
capital during May,
1994 - - 852,774 - -
Net effect of
recapitalization
with Applied Technology
during May, 1994 348 - 15,952 - -
Issuance of common stock
for finders fee during
May, 1994 at $300.00
per share 4,833 5 1,449,995 - -
Issuance of common stock
for consulting agreement
during May, 1994 at
$300.00 per share 6,667 7 1,999,994 - -
Issuance of common stock
for note receivable
during May, 1994 at
$235.00 per share 22,250 22 5,224,978 - -
Recision of common stock
issued for note
receivable during May,
1994 at $300.00
per share (9,750) (10)(2,924,990) - -
Issuance of common stock
for note receivable
during June, 1994 at
$294.00 per share 2,000 2 587,998 - -
Issuance of common stock
for settlement during
December, 1994 at
$300.00 per share 1,333 1 399,999 - -
Issuance of common stock
for consulting agreement
during January, 1995 at
$300.00 per share 2,500 3 749,997 - -
Issuance of common stock
for technology during
March, 1995 at $800.00
per share 200 - 160,000 - -
Net loss for the year
ended March 31, 1995 - - - - (947,221)
Balance, March 31, 1995 35,382 35 9,281,326 - (1,109,448)
Recision of common stock
issued for note
receivable during
October, 1995 (1,392) (1) 1 - -
Net loss for the year
ended March 31, 1996 - - - - (7,933,181)
Issuance of common stock
for note receivable
during February, 1997
at $0.36 per share 275,000 275 99,725 (100,000) -
Issuance of common stock
for note receivable
during March, 1997 at
$0.01 per share 12,000,000 12,000 108,000 (120,000) -
Contributed capital
for expenses - - 18,036 - -
Net loss for the
year ended March
31, 1997 - - - - (256,768)
Balance, March
31, 1997 12,308,990 12,309 9,507,088 (220,000) (9,299,397)
Receipt of stock
subscription
receivable during
May, 1997
(unaudited) - - - 220,000 -
Issuance of common
stock in acquisition
of subsidiary in
April 1997 at $1.00
per share
(unaudited) 3,000,000 3,000 (3,000) - -
Issuance of common
stock for mineral
properties at $1.00
per share (unaudited) 450,000 450 449,550 - -
Issuance of common
stock for finders
fee on mineral
property acquisition
at $1.00 per share
(unaudited) 100,000 100 99,900 - -
Issuance of common
stock for payment
of advances at
$0.74 per share
(unaudited) 453,000 453 333,547 - -
Net loss for the
six months ended
September 30,
1997 (unaudited) - - - - (963,206)
Balance, September
30, 1997
(unaudited) 16,311,990 $ 16,312 $10,387,085 $ -$(10,262,603)
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
From
Inception on
September 21,
For the Three For the Six 1984 Through
Months Ended Months Ended
September 30, September 30, September 30,
1997 1996 1997 1996 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(428,891)$(62,400)$(963,206)$(124,800)$(10,262,603)
Adjustments to reconcile
net loss to net cash
used by operating
activities:
Common stock issued for
services - - 470,000 - 2,836,730
Depreciation and
amortization 2,478 - 6,712 - 6,712
Currency translation 15,055 - 15,055 - 15,055
Contributed capital for
expenses - - - - 18,036
Loss on discontinued
operations - 62,400 - 124,800 6,914,631
Changes in operating assets
and liabilities:
(Increase) decrease in
accounts receivable 2,345 - 29,061 - 29,061
(Increase) decrease in
prepaid expenses 35,080 - 48,476 - 48,476
Increase (decrease) in
accounts payable and
accrued expenses (20,496) - 17,710 - 17,710
Net Cash Used by
Operating Activities (394,429) - (376,192) - (376,192)
CASH FLOWS FROM INVESTING ACTIVITIES
Mineral property and
deferred expenditures - - (335,327) - (335,327)
(Purchase) sale of fixed
assets 2,932 - 2,932 - 2,932
Net Cash Provided (Used)
by Investing Activities 2,932 - (332,395) - (332,395)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in
amounts due to related
parties 571,167 - 639,119 - 639,119
Increase (decrease) in
advances payable (177,066) - (511,066) - (511,066)
Stock issued for property - - 300,000 - 300,000
Stock issued for debt - - 334,000 - 334,000
Net Cash Provided by
Financing Activities 394,101 - 762,053 - 762,053
NET INCREASE (DECREASE) IN
CASH 2,604 - 53,466 - 53,466
CASH AT BEGINNING OF PERIOD 50,862 - - - -
CASH AT END OF PERIOD $53,466 $ - $ 53,466 $ - $ 53,466
SUPPLEMENTAL CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ - $ - $ - $ - $ 3,800
Income taxes $ - $ - $ - $ - $ -
NON CASH FINANCING ACTIVITIES:
Common stock issued
for services $ - $ - $470,000 $ - $2,836,730
Contributed capital
for expenses $ - $ - $ - $ - $ 18,036
Common stock issued for
property $ $ - $300,000 $ - $ 300,000
Common stock issued for
debt $ - $ - $334,000 $ - $ 334,000
Currency translation $15,055 $ - $ 15,055 $ - $ 15,055
GOLDEN PANTHER RESOURCES, LTD.
(Formerly Applied Technology, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1997 and March 31, 1997
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared
by the Company without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows at September 30,
1997 and for all period presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with general accepted
accounting principles have been condensed or omitted. It is suggested that
these condensed consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the Company s March 31,
1997 audited financial statement. The results of operations for the periods
ended September 30, 1997 and 1996 are not necessarily indicative of the
operating results for the full year.
Item 2. Management's Discussion and Analysis or Plan of Operation.
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Plan of Operation.
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On August 1, 1997, Golden Panther Resources, Ltd., a Nevada
corporation (the "Company"), executed a non-binding Letter of Intent with Cia
Minera Humaya S.A. de C.V., a corporation organized under the laws of Mexico
("Humaya"), and its President and General Manager, Mr. Jaime Guinea, who
controls Humaya. In the Letter of Intent, the parties expressed their mutual
intent that the Company acquire all of the issued and outstanding capital
stock of Humaya, together with Humaya's (i) La Verde mining property,
consisting of approximately 8,000 hectares located in the State of Sinaloa,
Mexico; (ii) mill, works yard, equipment and rolling stock; and (iii) mining
claims located in the State of Sinaloa, Mexico.
In the Letter of Intent, the Company expressed its intent to enter
into a binding Purchase Agreement formalizing the terms of the Letter of
Intent upon the termination of a 90-day due diligence period commencing upon
execution of the Letter of Intent. In the Letter of Intent, the Company also
agreed to pay to Humaya a signing bonus of $50,000 upon acceptance and signing
of the Letter of Intent. The Letter of Intent was duly executed by Mr. Guinea
and Humaya on August 1, 1997, and the signing bonus was paid on August 6,
1997.
The Letter of Intent expresses the parties' intent that the Company
pay to Mr. Guinea or his nominee a total of $2,000,000 in quarterly
installments of $250,000, with the first payment to be made upon completion of
the due diligence period. The Company also expressed its intent to expend an
additional $2,000,000 on the project, with the intent of defining a measurable
minable mineral reserve, within 24 months of the completion of the due
diligence period. Upon the expenditure of this $2,000,000 amount, the Company
further agreed to pay an additional $13,000,000 or a mutually agreed upon
combination of cash and common shares of the Company to Mr. Guinea or his
nominee to acquire all of the La Verde mining property and the assets
identified above. These funds are to be paid as follows: the equivalent of
US $5,000,000 on or before November 11, 1999; the equivalent of US $3,000,000
on or before November 11, 2000; the equivalent of US $3,000,000 on or before
November 11, 2001; and the equivalent of US $2,000,000 on or before November
11, 2002.
Upon payment of the first $250,000, the Letter of Intent provides
for the Company to assume management of the mining and milling operations on
the La Verde property, with Humaya to control accounting and financial
management. The parties also expressed their intent that: (i) the Company
will be entitled to share in the profits of the LaVerde property during its
operation of the mill located there; (ii) payment of all debts of Humaya and
Mr. Guinea shall be their sole responsibility; and (iii) the Company shall
have the option to complete the contemplated acquisition for a total price of
$12,000,000 or a mutually agreed upon combination of cash and common stock of
the Company, if the entire amount is paid within the 24-month exploration
period, upon the giving of 90 days' notice of its intent to exercise this
option.
On October 29, 1997, which is subsequent to the period covered by
this Report, the Company and Humaya executed a letter agreement confirming
certain amendments to the Letter of Intent and setting forth the procedures
for the closing of the transaction contemplated therein (the "Letter
Agreement"). The Letter Agreement provides for the creation of an irrevocable
"fideicomiso" whereby Bancomer S.A. will act as escrow agent to hold all of
the capital shares of Humaya for delivery to the Company or its wholly-owned
subsidiary, Golden Panther Investments, Ltd., a corporation organized under
the laws of the Bahamas("GPI"), upon payment of $14,250,000 to the
stockholders of Humaya, as follows: (i) upon execution and delivery of all
closing documents and the establishment of the fideicomiso (the "Effective
Date"), payment of $250,000 and 50,000 shares of common stock of the Company
to Mr. Guinea on behalf of the Humaya stockholders; (ii) three additional
payments of $750,000 each from GPI to Bancomer, within three months, six
months and nine months of the Effective Date, respectively; (iii) an
additional payment of $4,750,000 within 12 months of the Effective Date; and
(iv) four additional payments of $1,750,000 each within 15 months, 18 months,
21 months, and 24 months, respectively, of the Effective Date. Upon payment
in full, all of the equipment listed in Schedule "A" to the Letter Agreement,
together with 11 hectares of real estate located in Sierra Mojada, Mexico, and
all of the issued and outstanding capital stock of Humaya are to be
transferred to GPI or its nominee.
The Letter Agreement also provides for the Company and GPI to incur
exploration expenditures of at least $1,000,000 on the La Verde mining
property within 24 months of the Effective Date, with any deficiency in such
expenditures to be paid in cash to Mr. Guinea on behalf of the Humaya
stockholders. If the full purchase price of $14,250,000 is paid within 22
months of the Effective Date, Guinea and the stockholders of Humaya agreed to
waive the exploration expenditures. GPI agreed to be responsible for all
costs relating to the fideicomiso, and the parties also agreed that the
Company may commence a drilling program on the La Verde property prior to the
Effective Date by first making a $50,000 payment to Guinea on behalf of the
stockholders of Humaya; in the event of such a payment, it shall be deducted
from the initial payment of $250,000 as outlined above. The parties agreed to
close the transaction not later than November 30, 1997. Such closing will be
accompanied by the execution of a final, binding Purchase Agreement setting
forth all of the terms of the Humaya acquisition.
The Company's plan of operation for the next 12 months is
to complete the acquisitions outlined above and to perform the exploration on
the La Verde property. Upon the execution and closing of a binding Purchase
Agreement, the Company will timely file with the Securities and Exchange
Commission a Current Report on Form 8-K disclosing the terms of the Purchase
Agreement.
The La Verde property currently produces approximately 200 tons of
minerals per day, with copper being the primary product. Other minerals
produced on the La Verde property include silver, zinc and small amounts of
gold.
During the next 12 months, the Company intends to expend
approximately $3,000,000 to conduct exploration on the La Verde property and,
depending on the results of such exploration and the Company's ability to
finance such operations, to develop the mineral reserves located thereon.
Depending on the availability of funding, the Company also intends to explore
for potential minable reserves on a limited number of other properties located
near the La Verde property.
Management expects that the Company's exploration activities will be
limited to test drilling of approximately 5,000 feet. The La Verde property
has been actively mined for the past 12 years and is currently producing
approximately 200 tons of minerals per day. In addition, the La Verde
property has been subjected to induced polarization and rock sampling tests.
The tests that the Company intends to conduct will be aimed at determining the
size and location of the ore body on the La Verde property.
Because of its presently limited cash on hand, the Company expects
that its proposed operations for the next 12 months will have to be funded
through private placements of "unregistered" and "restricted" shares of its
common stock. There can be no assurance that the Company will be able to
obtain sufficient funding to conduct its proposed activities or that, if such
funding is obtained, its exploration activities will reveal mineral deposits
in sufficient amounts to warrant further mining. See the heading "Liquidity"
of this caption.
Results of Operations.
- ----------------------
During the quarterly period ended September 30, 1997, the Company
received no revenues and incurred expenses totaling $427,760. Net loss during
the period was $428,891, or $0.02 per share.
Liquidity.
- ----------
As of September 30, 1997, the Company had total assets of
$1,941,657, of which $53,466 consisted of cash and cash equivalents. The
Company's proposed exploration activities during the next 12 months will
require the expenditure of an estimated $3,000,000. The Company intends to
execute a binding Purchase Agreement with Humaya and Mr. Guinea by the end of
November, 1997, for the acquisition of all of the issued and outstanding
capital stock of Humaya, along with the La Verde property and related assets
and equipment. As currently contemplated, the Purchase Agreement would
provide for the Company to receive approximately 50% of the profits produced
by the La Verde property. However, no assurance can be given that a Purchase
Agreement containing such a provision will be executed or that, if it is, the
Company's share of the La Verde property profits will be sufficient to fund
its planned operations during the next 12 months. In such an event,
management intends to raise such additional funding as is necessary through
the private placement of "unregistered" and "restricted" shares of its common
stock. However, there can be no assurance that the Company will be able to
successfully raise such funding.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
- ----------------------------
None; not applicable.
Item 2. Changes in Securities.
- --------------------------------
The annual meeting of the Company's stockholders was held on
September 26, 1997, with shares representing approximately 74% of the
Company's issued and outstanding common stock represented either in person or
by proxy. At the meeting, a majority of the shares in attendance voted to
amend the Company's Articles of Incorporation to: (i) increase the authorized
capital of the Company from 50,000,000 shares of $0.001 par value common stock
to 100,000,000 shares having the same par value; (ii) authorize a class of
preferred stock, consisting of 10,000,000 shares with a par value of $0.10 per
share; and (iii) issue debentures in series, with the terms and conditions
thereof to be negotiated by the Company's Board of Directors at the time of
their issuance. See the caption "Submission of Matters to a Vote of Security
Holders," Item 4 of this Report.
On July 26, 1997, the Company's Board of Directors resolved to
retire certain debts of the Company through the issuance of shares of
"unregistered" and "restricted" common stock as follows: (i) 1,500,000 such
shares to Native Strategic Holdings Ltd. in full satisfaction of $375,000 of
Company debt; and (ii) a total of 225,000 such shares to two individuals in
full satisfaction of debt in the amount of $115,000.
Also on July 26, 1997, the Board of Directors resolved to sell
112,450 Units to three individuals at a price of $0.75 per Unit. Each Unit
consists of one "unregistered" and "restricted" share of the Company's common
stock and one warrant to purchase an additional "unregistered" and
"restricted" share of common stock at a price of $1.00 for a period of one
year.
Each of these issuances was made in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as
amended, for transactions by an issuer not involving any public offering.
Item 3. Defaults Upon Senior Securities.
- ------------------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
- --------------------------------------------------------------
The annual meeting of the Company's stockholders was held on
September 26, 1997, with shares representing approximately 74% of the
Company's issued and outstanding common stock represented either in person or
by proxy. At the meeting, a majority of the shares in attendance voted: (i)
to elect the following persons to serve on the Company's Board of Directors
for the period of time indicated next to their respective names, or until the
qualification of their successors: Gordon J. Muir (3 years); Penny Perfect (3
years); Alexander Van Hoeken (2 years); Katharine Johnston (2 years); Adrian
Lungan (1 year); and Robert Needham (1 year); (ii) to adopt new Bylaws of the
Company; (iii)(a) to increase the Company's authorized capital from 50,000,000
shares of $0.001 common stock to 100,000,000 shares of common stock, retaining
the same par value; and (b) to authorize 10,000,000 shares of preferred stock
having a par value of $0.10 per share; (iv) to amend the Company's Articles of
Incorporation to change its business purpose "to engage in any lawful activity
and to concentrate on the acquisition, exploration and development of mineral
resource properties worldwide;" (v) to authorize the Company's Board of
Directors to (a) effect splits of its issued and outstanding stock; (b) issue
2,000,000 shares of preferred stock; and (c) declare and issue stock options;
(vi)issue debentures in series; (vii) approve the 1997 Stock Incentive Plan
for the Company's directors, executive officers and key employees (the
"Incentive Plan"); and (viii)(a) change the Company's legal counsel from Scott
Lawler to Charles Clayton; (b) provide productivity bonuses to employees,
including executive officers; and (c) approve employment agreements with four
executive officers of the Company.
A total of 11,747,150 shares were voted in favor of each of the
above matters, with 304,000 shares voted against and none abstaining. Each of
these matters was ratified at a special meeting of the Company's stockholders
that was held on November 12, 1997, which is subsequent to the period covered
by this Report. In connection with the special meeting, on October 22, 1997,
the Company filed a definitive proxy statement with the Securities and
Exchange Commission, which is incorporated herein by reference.
The Company has submitted for filing with the Secretary of State of
the State of Nevada a Certificate of Amendment with respect to the amendments
discussed above. Copies of the Certificate of Amendment as submitted to the
Nevada Secretary of State and the newly-adopted bylaws of the Company are
attached hereto and incorporated herein by this reference. See the Exhibit
Index, Item 6 of this Report.
On October 23, 1997, which is subsequent to the period covered by
this Report, a total of 2,400,000 shares of Class B common stock and 200,000
shares of Class C common stock were issued to the Company's wholly-owned
subsidiary, GPI. At the time of their authorization and issuance, it was
intended that these shares be used as collateral to secure the Company's
performance under the Purchase Agreement to be executed with Humaya and Mr.
Guinea. However, the parties have tentatively structured the Humaya
acquisition such that any default in the Company's obligations will result in
Humaya and Mr. Guinea retaining all payments made by the Company as liquidated
damages. Therefore, the Company expects that, upon completion of the
definitive Purchase Agreement, all issued and outstanding shares of preferred
stock will be returned to the Company for cancellation.
As of the date of this Report, the Company has not assigned any
rights or preferences to its preferred stock and, due to the expected return
and cancellation of all such shares, the Board of Directors does not intend to
assign any such rights or preferences. Nor has the Company effected any
splits of its outstanding securities since the date the stockholders granted
such authority to the Board of Directors, and no such split is currently
contemplated. Similarly, the Company has not granted any productivity bonuses
in accordance with the resolution of its stockholders, and no such bonuses are
currently planned. Nor has the Company created any class of debentures; none
is presently contemplated.
The Incentive Plan was executed by the Company on July 28, 1997. It
creates a Compensation Committee of the Board of Directors, with the authority
to grant Restricted Stock Awards and/or Options to purchase shares of the
Company's common stock to its executive officers, directors, consultants and
employees who meet certain performance criteria to be established by the
Committee. The Company has set aside a total of 3,050,000 shares of its
common stock for issuance under the Incentive Plan, and these shares were
registered with the Securities and Exchange Commission on a Registration
Statement on Form S-8, filed on October 21, 1997, which is incorporated herein
by this reference.
No Restricted Stock issued under the Incentive Plan may be sold,
assigned, transferred, pledged, hypothecated or encumbered until it vests in
accordance with the Incentive Plan; unless removed sooner in accordance with
other provisions, vesting occurs 10 years following the grant of the
Restricted Stock. The restriction may be removed earlier in the event of
death, disability or retirement and certain changes in control and
reorganizations.
The Incentive Plan designates Options as either Incentive Stock
Options or Nonqualified Stock Options. For Incentive Stock Options granted to
participants who own more than 10% of the outstanding voting stock of the
Company or any subsidiary, the exercise price shall be not less than 110% of
the fair market value per share of the Company's common stock on the date of
the grant of the Option. For Incentive Stock Options granted to other
participants, the exercise price shall be not less than 100% of the fair
market value of the common stock on the date of the grant. In the case of
Nonqualified Stock Options, the exercise price shall be not less than 100%
thereof, unless otherwise determined by the Compensation Committee. Unless
otherwise determined by the Compensation Committee, Options shall be
exercisable as follows: (i) 25% at any time after the first anniversary of
the date of grant; (ii) an additional 25% at any time after the expiration of
two years following the date of grant; (iii) an additional 25% at any time
after the expiration of three years following such date; and (iv) the final
25% at any time after the expiration of four years following such date.
Options that are not exercised during the period during which they first
become exercisable shall not expire. However, all Options will expire upon
the earlier of the tenth anniversary of the date of grant or the occurrence of
certain other events such as termination for cause, death or disability. A
copy of the Incentive Plan is attached hereto and incorporated herein by this
reference. See the Exhibit Index, Item 6 of this Report.
On July 28, 1997, the Board of Directors of the Company, acting by
unanimous consent pursuant to applicable provisions of the Nevada Revised
Statutes, designated two Option Plans (Plan A and Plan B) and resolved to
allocate Options and Restricted Stock as follows:
No. of No. of
Name Position Options Restricted Shares
- ---- -------- ------- -----------------
Plan A
- -------
Gordon Muir CEO/Director 400,000 200,000
Penny Perfect President/Director 400,000 200,000
Alex Van Hoeken Senior VP/Director 150,000 150,000
Katharine Johnston VP Legal and Finance/ 100,000 100,000
Director
Michael Pinkney Employee 25,000 25,000
William DeMorrow Consultant 50,000 ---
Management Co. Employer of support 125,000 100,000
staff
Plan B
- ------
Adrian Lungan Director 75,000 75,000
Jose Madero Consultant 200,000 ---
Robert Needham Director 25,000 ---
Alex Burton Employee 50,000 ---
For both Plans, the Board of Directors has established an exercise
price of $0.50 per share. The Plan A Options are exercisable for a period of
10 years and the Plan B Options are exercisable for a period of four years,
with only 25% of such Options to be exercisable in any 12 month period.
As of the date of this Report, no employment agreements have been
executed with any executive officer of the Company and the Company has no
present intention of adopting any such agreement.
Item 5. Other Information.
- ----------------------------
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
- -------------------------------------------
(a) Exhibits.
3.1 Certificate of Amendment to Articles of Incorporation
3.2 Bylaws
10 1997 Stock Incentive Plan
27 Financial Data Schedule.
(b) Reports on Form 8-K.
None.
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.
GOLDEN PANTHER RESOURCES, LTD.
Date: Nov. 20/97 By /s/ Gordon J. Muir
-------------- -------------------------------------
Gordon J. Muir
CEO and Chairman of the Board
Date: Nov. 20/97 By /s/ Penny Perfect
-------------- -------------------------------------
Penny Perfect
President and Director
Date: Nov. 20/97 By /s/ Alexander van Hoeken
-------------- -------------------------------------
Alexander van Hoeken
Vice President and Director
Date: Nov. 20/97 By /s/ Katharine Johnston
-------------- -------------------------------------
Katharine Johnston
Vice President and Director