-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Br/CbULeobVcjdoec4TT7DRDNOw4JN56ZNB1rQqpmzZl3FvQ2Ukl9uQJzsQ5yj+C Q5M5gnSYl+Hqhb3rPCkPHA== 0001188112-05-000487.txt : 20050321 0001188112-05-000487.hdr.sgml : 20050321 20050321151625 ACCESSION NUMBER: 0001188112-05-000487 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050321 DATE AS OF CHANGE: 20050321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINROSS GOLD CORP CENTRAL INDEX KEY: 0000701818 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 650430083 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13382 FILM NUMBER: 05694088 BUSINESS ADDRESS: STREET 1: 185 SOUTH STATE STREET STREET 2: STE 400 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8013639152 FORMER COMPANY: FORMER CONFORMED NAME: PLEXUS RESOURCES CORP DATE OF NAME CHANGE: 19920703 6-K 1 t6k-5388.txt 6-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2005 Commission File Number: 001-13382 KINROSS GOLD CORPORATION (Translation of registrant's name into English) 52ND FLOOR, SCOTIA PLAZA, 40 KING STREET WEST TORONTO, ONTARIO M5H 3Y2 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F Form 40-F X ----- ----- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):_____ Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):_____ Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X ----- ----- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2b: - ---------- Page 2 This report on Form 6-K is being furnished for the sole purpose of providing a copy of the material change report in which the Company announced it would not file its 2004 audited financial statements and management's discussion and analysis for 2004 by the March 31, 2005 filing deadline and that it had made an application to the Canadian regulatory authorities for a management cease trade order. INDEX Table of Contents SIGNATURES EXHIBIT INDEX 99.1 Material Change Report dated March 21, 2005. Page 3 SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KINROSS GOLD CORPORATION Signed: /s/ Shelley M. Riley -------------------- Corporate Secretary March 21, 2005. EX-99.1 2 tex99_1-5388.txt EX-99.1 FORM 51-102F3 MATERIAL CHANGE REPORT ITEM 1. NAME AND ADDRESS OF COMPANY Kinross Gold Corporation ("Kinross" or the "Company"), 52nd Floor, 40 King St. West, Toronto, ON M5H 3Y2 ITEM 2. DATE OF MATERIAL CHANGE March 16, 2005. ITEM 3. NEWS RELEASE News release was issued by Kinross in Toronto on March 16, 2005 with respect to the material change and filed via SEDAR. ITEM 4. SUMMARY OF MATERIAL CHANGE Kinross announced that it will not be able to meet the deadline of March 31, 2005 for the filing of its 2004 audited financial statements and related management discussion and analysis of financial condition. In addition, the Company will request from the Canadian securities regulators, that a management cease trade order related to the Company's securities be imposed against some or all persons who have been directors, officers or insiders of the Company, which cease trade order would generally not affect the ability of persons who have not been directors, officers or insiders of the Company to trade in the Company's securities. ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE Kinross announced that it will not be able to meet the deadline of March 31, 2005 for the filing of its 2004 audited financial statements and related management discussion and analysis of financial condition ("MD&A"). As previously announced, Kinross is reviewing its purchase price allocation and the goodwill recorded as part of the 2003 business combination with TVX Gold Inc. and Echo Bay Mines Ltd. In this connection, Kinross retained Standard & Poor's Corporate Value Consulting, as independent valuator, to provide the requisite valuations. Standard & Poor's has advised Kinross that it expects to complete its work shortly and to provide a final report in early April. Upon receipt of the valuator's final report, management and the Company's advisors will conduct a review of the contents of the report and determine its impact on the Company's financial statements. This will also require the concurrence of the Company's auditors on the allocation of the purchase price, the allocation of goodwill, impairment testing methodology and the subsequent results of the goodwill impairment tests. Once the Company is in a position to reflect the appropriate treatment of the goodwill in its financial statements, the Company may have to restate its 2003 audited financial statements and subsequent interim financial statements, and it will release its 2004 audited financial statements and related MD&A. Kinross is committed to -1- publishing its financial statements and related MD&A as soon as possible. Pending the filing of its financial statements and MD&A, the Company intends to satisfy the alternative information guidelines recommended by Ontario Securities Commission Policy 57-603 and Canadian Securities Administrators Staff Notice 57-301. The Company will request from the Canadian securities regulators, that a management cease trade order related to the Company's securities be imposed against some or all persons who have been directors, officers or insiders of the Company, which cease trade order would generally not affect the ability of persons who have not been directors, officers or insiders of the Company to trade in the Company's securities. ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102 N/A ITEM 7. OMITTED INFORMATION N/A ITEM 8. EXECUTIVE OFFICER Ms. Shelley M. Riley Corporate Secretary Telephone: (416) 365-5198 Facsimile: (416) 365-0237 ITEM 9. DATE OF REPORT March 21, 2005. KINROSS GOLD CORPORATION PER: /s/ Shelley Riley ----------------------- Shelley Riley Corporate Secretary -2- -----END PRIVACY-ENHANCED MESSAGE-----