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): December 4, 1996
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
1055 W. Hastings Street, Ste. 1400
Vancouver, British Columbia CANADA V6E 2E9
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(Former address, if changed since last report) (Zip code)
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Item 1. CHANGES IN CONTROL OF REGISTRANT
Effective December 4, 1996, Gold Capital Corporation (the "Company")
experienced a change in control as the result of the resignation of an
officer and director. John Young, formerly President, Chief Executive
Officer and a director of the Company, tendered his resignation on December
4, 1996, effective immediately. Prior to that date, three former directors
of the Company who had been appointed by Mr. Young, also resigned. The
result of these events is that, as of the date of this Report, the Company
is effectively controlled by Messrs. Raymond E. McElheney, Bill M. Conrad
and William W. Reid, remaining members of the Board of Directors.
Notwithstanding the resignation of Mr. Young, an entity which is
believed to be controlled by him, continues to own a majority of the
Company's outstanding Common Stock. According to beneficial ownership
reports received by the Company, Royalstar Resources Ltd., a publicly
traded Vancouver, Canada corporation, owns 4,419,110 shares of Common
Stock, representing approximately 62 percent of the Company's Common Stock
issued and outstanding as of the date of this Report. Mr. Young is believed
to be the President, Chief Executive Officer and a director of Royalstar.
The shares owned by Royalstar were issued in a private placement by the
Company. As a result of this share ownership, Royalstar maintains voting
control of the Company. However, until such time as that entity chooses to
exercise control, the Company is under the direction of the present Board
of Directors.
The resignation of Mr. Young also effectively terminated a
shareholders' agreement between Royalstar, members of the current Board of
Directors and U.S. Gold Corporation, another principal shareholder of the
Company. Pursuant to that shareholders' agreement, current members of the
Board of Directors and U.S. Gold granted Mr. Young a proxy with regard to
voting all stock presently owned by such entities. (See the table below for
a description of those securities). The shareholders' agreement also
provided that Royalstar would vote its shares such that Messrs. McElheney,
Conrad and Reid would remain members of the Board of Directors. As a result
of the resignation of Mr. Young, the shareholders' agreement was
terminated, together with the foregoing provisions.
The following table describes beneficial ownership of the Company's common
stock, the only class of voting securities outstanding, by the present members
of the Board of Directors as of the date of this Report based upon 6,961,624
shares outstanding:
Amount of Percentage of
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Beneficial Owner Voting Securities(1) Voting Securities(2)
---------------- ------------------- -------------------
Raymond E. McElhaney 332,500(3)(4) 4.66%
Bill M. Conrad 334,700(3)(4) 4.69%
William W. Reid 2,194,500(5)(6) 24.63%
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(1) Unless otherwise stated, represents ownership of the Company's Common
Stock, the only class of voting securities outstanding.
(2) Excludes the effects of other transactions subsequent to the date of
this Report.
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(3) Includes 75,000 shares of Common Stock underlying options at an
exercise price of $1.00 per share, and 100,000 shares underlying
options with an exercise price of $1.25 per share, exercisable through
February 6, 2004.
(4) Includes 45,000 and 37,500 shares of Common Stock owned by MCM Capital
Management, Inc. and Consolidated Capital of North America, Inc.,
respectively, of which Messrs. McElhaney and Conrad are officers,
directors and principal shareholders. Messrs. McElhaney and Conrad
disclaim beneficial ownership of said shares.
(5) Includes 300,000 shares of Common Stock underlying options from the
Company at an exercise price of $1.00 per share and 150,000 shares at
an exercise price of $1.25, as well as 200,000 options from U.S. Gold
related to Common Stock of the Company at an exercise price of $1.25
per share, and 2,000 shares of Common Stock held by Mr. Reid's wife.
(6) Includes 1,500,000 shares of Common Stock underlying Preferred Stock
owned by U.S. Gold and 227,500 shares of Common Stock owned by that
entity, of which Mr. Reid is an officer and director. The Preferred
Stock is immediately convertible into Common Stock at the discretion
of the holder. Mr. Reid disclaims beneficial ownership of such shares.
Following the resignation of Mr. Young as President and Chief
Executive Officer, the Board of Directors created an executive committee to
function in the capacity of Chief Executive Officer until a successor to
Mr. Young can be appointed. The executive committee is comprised of all
current members of the Board of Directors, with Bill M. Conrad elected to
serve as chairman of that committee. The Board of Directors has initiated
efforts to locate a permanent replacement for Mr. Young.
In connection with the change in control, the principal business
office of the Company has been temporarily moved from Canada to the United
States. Effective with Mr. Young's resignation, the principal business
office was located to 5525 Erindale Dr., Suite 201, Colorado Springs,
Colorado 80918. A decision to permanently relocate the office will be left
pending replacement of the Chief Executive Officer.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
No report required.
Item 3. BANKRUPTCY OR RECEIVERSHIP
No report required.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
No report required.
Item 5. OTHER EVENTS.
No report required.
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
No report required.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statements.
No report required.
b. Proforma Financial Information.
No report required.
c. Exhibits.
None
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: December 19, 1996 By: /s/ Bill M. Conrad
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Bill M. Conrad, Chairman
Executive Committee
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