UNITED STATES
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 13, 2006
Fisher-Watt Gold Company, Inc.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Nevada 0-22515 88-0227654
- ----------------- ------------ -------------------
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification #)
of incorporation)
2582 Taft Court
Lakewood, CO 80215
---------------------------------------
(Address of Principal Executive Office)
(303) 232-0292
----------------------------------------------------
(Registrant's telephone number, including area code)
N/A
-----------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities
- --------- ---------------------------------------
Fischer-Watt Gold Company, Inc. (the "Company") has raised $540,000 through a
series of recently completed private placements. Of this total amount, $240,000
was in the form of several cash subscriptions by arms-length institutional and
private investors. The first of these placements, amounting to $100,000, was
disclosed earlier in the Company's Quarterly Report on Form 10-QSB for the
quarter ended October 31, 2005 which was filed on December 20, 2005. A further
$300,000 was subscribed for by way of debt conversions with related parties.
Each investor purchased units at $0.05 per unit. Each unit is comprised of one
share of the Company's common stock and one share purchase warrant entitling the
holder to purchase one additional common share of the Company at a price of
US$0.10 up until 4PM Mountain Time, January 15, 2008. However, if the common
shares of the Company trade at or over an average price of US$0.15 per share for
a 20 day continuous period, the average price being weighted by the number of
shares traded, then, upon written notice to the holder by the Company, the
holder shall be required to exercise the warrants within 30 days of the date of
that notice, after which the warrants will expire. All the shares issued in this
placement are restricted from trading under Rule 144. Following these placements
the Company has 69,166,819 common shares outstanding.
Three directors of the Company, Messrs. George Beattie, Peter Bojtos and James
Seed, subscribed to the private placement by converting $250,000 of principal
amounts and approximately $50,000 of related interest owing to them.
Item 7.01 Regulation FD Disclosure.
- --------- -------------------------
On February 13, 2005, the Company issued a news release titled "Fisher-Watt
Completes Private Placements - and receives first payment from Nexcu Capital."
The full text of the news release is included as an exhibit to this Report and
is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
- --------- ---------------------------------
(c) Exhibits.
Exhibit Number Description
-------------- -----------
99.1 News Release dated February 13, 2006
2
SIGNATURE
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.
FISHER-WATT GOLD COMPANY, INC.
By: /s/ Peter Bojtos
--------------------------------------
Peter Bojtos, Chief Executive Officer
February 13, 2006
3
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
99.1 News Release dated February 13, 2006
4