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): May 22, 2007
Fischer-Watt Gold Company, Inc.
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-22515 88-0227654
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification #)
of incorporation)
2582 Taft Court
Lakewood, CO 80215
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(Address of Principal Executive Office)
(303) 232-0292
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(Registrant's telephone number, including area code)
N/A
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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.
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A. Effective May 22, 2007, the Company issued 250,000 unregistered shares of
its common stock to Peter Bojtos, the Company's President and Chief
Executive Officer in payment of services rendered valued at $17,500. Also,
effective May 22, 2007, the Company issued 100,000 unregistered shares of
its common stock to an unaffiliated service provider as payment for his
services rendered to the Company valued at $7,000.
The shares issued to the Company's President and Chief Executive Officer
were issued to an "accredited investor" as defined under the Securities
Act. The issuance of the shares to the unaffiliated service provider is
exempt from registration pursuant to Section 4(2) of the Securities Act as
a transaction by an Issuer not involving a public offering. There was no
general solicitation by the Company and the service provider had access to
material information of the Company.
C. Effective May 22, 2007, the Company issued 300,000 options to purchase
common stock to each of its five directors, Peter Bojtos, William Rapaglia,
Gerald Helgeson, James M. Seed and George Beattie, for a total of 1,500,000
options. The options are immediately exercisable and will expire in five
(5) years. The exercise price of the underlying shares is $0.10 per share.
The 1,500,000 options were issued to the directors of the Company, thus to
an "accredited investor" as defined under the Securities Act. The options
were, and any shares of the Common Stock of the Company issued upon
exercise of the option must be, taken by the directors for investment and
not for distribution and as "restricted securities" under the Securities
Act. The Company made available to the directors the material information
about the Company and its securities, including the information contained
in its reports filed under the Securities Exchange Act of 1934 ("Exchange
Act"). In issuing the options, the Company relied upon the exemption from
the registration requirements of Section 5 of the Securities Act provided
in Section 4(2) thereof, as a transaction by an Issuer not involving a
public offering.
D. Also, effective May 22, 2007, the Board of Directors of the Company
approved a two-year extension of the expiration date of an aggregate of
1,000,000 stock options which were issued to two of its directors,
William Rapaglia and Gerald Helgeson. Mr. Helgeson was issued 500,000
options on June 2, 2002, and Mr. Rapaglia was issued 500,000 options on
November 13, 2003. The exercise price of the common stock underlying
both option issuances is $0.05 and the exercise period of the options
has been extended from June 30, 2007 to June 30, 2009.
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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 signed on its behalf by the
undersigned hereunto duly authorized.
FISCHER-WATT GOLD COMPANY, INC.
By: /s/ Peter Bojtos
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Peter Bojtos, Chief Executive Officer
May 24, 2007
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