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): June 11, 2001 (May 25, 2001)
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RUBY MINING COMPANY
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(Exact Name of Registrant as Specified in its Charter)
Colorado 0-7501 81-0214117
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
3399 Peachtree Road, NE, Suite 810, Atlanta, Georgia 30326
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(Address of principal executive offices)
404-231-8500
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(Registrant's telephone number, including area code)
877 North 8th West, Riverton, Wyoming 82501
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Ruby Mining Company ("Registrant") executed and entered into a Plan and
Agreement of Share Exchange dated March 2, 2001 (the "Share Exchange
Agreement"), by and among Registrant, Admiralty Corporation, a Georgia
corporation ("Admiralty"), and U.S. Energy Corp., a Wyoming corporation ("USE").
The parties subsequently executed and entered into (i) an Amendment to Plan and
Agreement of Share Exchange amending the Share Exchange Agreement dated April 6,
2001 (the "First Amendment"), (ii) a Second Amendment to Plan and Agreement of
Share Exchange amending the Share Exchange Agreement dated May 4, 2001 (the
"Second Amendment"), and (iii) a Third Amendment to Plan and Agreement of Share
Exchange amending the Share Exchange Agreement dated May 24, 2001 (the "Third
Amendment"). The Share Exchange Agreement, the First Amendment, the Second
Amendment and the Third Amendment are referred to herein collectively as the
"Agreement." The closing of the transactions contemplated by the Agreement (the
"Share Exchange") occurred on May 25, 2001 (the "Effective Time".
Pursuant to the Agreement, each of the following (among other things)
occurred at the Effective Time (as defined in the Agreement):
(a) Subject to dissenters' rights as provided in the Georgia Business
Corporation Code, all stockholders of Admiralty (the "Former Admiralty
Stockholders") received the right to exchange their shares of common stock
in Admiralty (the "Admiralty Common Stock") for newly-issued shares of
common stock, $0.001 par value, of Registrant (the "Newly-Issued Registrant
Common Stock"). None of the Former Admiralty Stockholders dissented from
the exchange. As of the date of this Report, the Registrant has issued
18,074,748 shares of restricted common stock to the Former Admiralty
Stockholders, so that the Registrant now has issued and outstanding
20,304,748 shares of common stock ("Registrant Common Stock").
(b) Registrant automatically acquired and became the owner for all
purposes of all the issued and outstanding shares of Admiralty Common Stock
owned by the Former Admiralty Stockholders, and all previously issued and
outstanding certificates representing shares of Admiralty Common Stock
automatically ceased to represent shares of Admiralty Common Stock or any
interest therein. Admiralty is a 100% owned subsidiary of the Registrant.
(c) 1,764,027 shares of the Registrant's Common Stock formerly owned
by USE were cancelled. USE now owns 1,900,000 shares (9.4%) of the
Registrant Common Stock. Upon payment of the Admiralty Note (as defined
below), an additional 600,000 shares of Registrant Common Stock currently
owned by USE will be cancelled. Thereafter, USE will retain One Million
Three Hundred Thousand (1,300,000) shares (6.4%) of Registrant Common
Stock.
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In addition to the matters described above, pursuant to the Agreement,
Admiralty agreed to pay to USE for services in connection with the negotiation
of the Agreement the sum of Three Hundred Twenty Five Thousand Dollars
($325,000) (the "Exchange Services Fee"). Prior to the Closing Date, Admiralty
paid to USE $100,000 of the Exchange Services Fee in cash. On the Closing Date,
Admiralty delivered to USE Admiralty's 60 day promissory note in the amount of
$225,000 toward payment of the Exchange Services Fee (the "Admiralty Note"). In
addition, on the Closing Date, Registrant issued to USE, to be effective as of
the Effective Time, a two-year warrant to purchase an additional Five Hundred
Thousand (500,000) shares of Registrant Common Stock for a purchase price of
Three Dollars ($3.00) per share.
As a result of the Share Exchange, the following parties resigned the
indicated positions with Registrant:
NAME POSITION RESIGNED
John L. Larsen CEO, President and Treasurer
Harold F. Herron Secretary
George F. Smith Vice President and Director
Harold F. Herron remains a Director of the Registrant.
As a result of the Share Exchange, the following parties were appointed to
the indicated positions with Registrant:
NAME APPOINTED POSITION
Herbert C. Leeming Chairman, CEO and Director
G. Howard Collingwood Director
James W. Larsen Director
Murray D. Bradley, Jr. Director, Secretary-Treasurer
and Senior Vice President
Jay Swallen Director
Ahmed A. Zaki CFO
The foregoing description of the Agreement and the Share Exchange is
qualified in its entirety by the full text of the Share Exchange Agreement, the
First Amendment, the Second Amendment and the Third Amendment, copies of all of
which are attached hereto as exhibits and incorporated herein by reference.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 1 for a description of the Share Exchange pursuant to which
Registrant acquired all of the issued and outstanding shares of stock in
Admiralty. Admiralty was formed in 1988 to develop proprietary, non-ferrous
metal-detection technology to be incorporated into a proprietary, remote-sensing
detection device, know by the acronym ATLISTM, capable of locating and
differentiating among precious metals on or buried beneath the ocean floor.
Admiralty has successfully developed such technology and is in the process of
producing several first-generation field units incorporating such technology and
developing a second-generation prototype unit building on such technology. In
the future, these units will be deployed by Admiralty on numerous search and
recovery projects world wide. Admiralty will be operated as a wholly-owned
subsidiary of the Registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
To be filed by amendment, by or before July 27, 2001.
(b) Pro Forma Financial Information.
To be filed by amendment, by or before July 27, 2001.
(c) Exhibits.
2.1 Plan and Agreement of Share Exchange dated as of March 2, 2001,
by and among Admiralty Corporation, Ruby Mining Company, and U.S.
Energy Corp.
2.2 First Amendment to Plan and Agreement of Share Exchange.
2.3 Second Amendment to Plan and Agreement of Share Exchange.
2.4 Third Amendment to Plan and Agreement of Share Exchange.
ITEM 8. CHANGE IN FISCAL YEAR.
Effective as of May 25, 2001, the Registrant has changed its fiscal year to
the calendar year, from the prior fiscal year which ended May 31. A transition
report on Form 10-KSB will be filed to report the transition period.
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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 hereto duly authorized.
RUBY MINING COMPANY
(Registrant)
Dated: June 8, 2001 By /s/ Herbert C. Leeming
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Herbert C. Leeming
Chairman and CEO
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