-----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, VTXEO3fo6JkLxoAuE9OoaMcvlUo+N7ncKNbrC0VS/aa3xuljLIMfU8VbV49ZJl/a RLbR8de17EgYdrwLEFJevg== 0000731727-97-000004.txt : 19970328 0000731727-97-000004.hdr.sgml : 19970328 ACCESSION NUMBER: 0000731727-97-000004 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970327 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILVERADO MINES LTD CENTRAL INDEX KEY: 0000731727 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980045034 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-12132 FILM NUMBER: 97564949 BUSINESS ADDRESS: STREET 1: SUITE 505 1111 WEST GEORGIA ST STREET 2: STE 505 CITY: VANCOUVER BC CANADA STATE: A1 BUSINESS PHONE: 6046891535 MAIL ADDRESS: STREET 1: 1111 WEST GEORGIA STREET STREET 2: STE 505 CITY: VANCOUVER BC STATE: A1 10-K/A 1 FORM 10-K/A FORM 10-K/A No.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1996. Commission file number 0-12132 SILVERADO MINES LTD. (Exact name of registrant as specified in its charter) British Columbia, Canada 98-0045034 (State or other jurisdiction of (IRS Employer ID No.) incorporation or organization) Suite 505, 1111 West Georgia Street Vancouver, British Columbia, Canada V6E 4M3 (604) 689-1535 (Address of Principal Executive Offices) (Registrant's telephone number) Securities registered pursuant to section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Shares, no par value (Title of Class) The Company's Common Stock trades on the NASDAQ Small Cap Market under the trading symbol GOLDF (Name of each exchange on which registered) Indicate by check mark the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |_| The aggregate market value of voting stock held by non-affiliates on January 28, 1997 was $25,647,744. The number of shares outstanding on January 28, 1997 was 58,556,493 Documents incorporated by Reference: None Total number of pages, including cover page: 12 Item 10. Directors and Executive Officers of the Registrant. - ------------------------------------------------------------ (a)(b) Identification of Directors and Executive Officers. The executive officers and directors of the Company are listed below. The directors of the Company are elected to hold office until the next annual meeting of the shareholders and until their respective successors have been elected and qualified. Executive officers of the Company are elected by the Board of Directors and hold office until their successors are elected and qualified. The current executive officers and directors of the Company are: Name Age Position - ---- --- -------- Garry L. Anselmo, B.A. (1) 53 Chairman of the Board and Chief Operating Officer since May 4, 1973; President and Chief Executive Officer from May 1, 1979 to November 4, 1994, and from March 1, 1997 to present. K. Maxwell Fleming, C.A. (1)(2) 60 Director since July 24, 1979 James F. Dixon (1)(2) 49 Director since May 6, 1988 - ------------- (1) Members of Silverado's Audit Committee (2) Members of Silverado's Compensation Committee (c) Significant Employees. Not applicable to reporting registrant. (d) Family Relationships. There are no family relationships among any of the Company's officers and/or directors. (e) Business Experience of Directors and Executive Officers. Mr. Anselmo is presently the Chairman of the Board of Directors, President, and Chief Executive and Chief Financial Officer of Silverado and of its wholly owned subsidiary, Silverado Mines (U.S.), Inc. He resumed his duties as President, Chief Executive Officer, and Chief Financial Officer on March 1, 1997, after transferring those duties to J.P. Tangen from November 1, 1994, until March 1, 1997. Prior to the arrival of Mr. Tangen, he held those duties from May of 1973. Mr. Anselmo founded Tri-Con Mining Ltd., a private mining service company, in 1968, and is currently a shareholder, Director, and President of Tri-Con. He is also President and a Director of Tri-Con's United States operating subsidiaries, Tri-Con Mining Inc. and Tri-Con Mining Alaska, Inc. (formerly "Tri-Con Mining (Arizona) Inc.") Mr. Fleming is a Director of Silverado and a member of Silverado's Audit Committee. He serves as a Director of Silverado Mines (U.S.), Inc., the wholly owned subsidiary of Silverado. Mr. Fleming is a Chartered Accountant. Mr. Dixon is a Director of the Company and its U.S. subsidiary. Mr. Dixon holds a Bachelor of Commerce Degree and has been engaged in the practice of law since 1973. He is a lawyer and a partner in the law firm of Shandro Dixon Edgson, Barristers and Solicitors, of Vancouver, British Columbia. (f) Involvement in Certain Legal Proceedings. During the past five years, no director or executive officer of the Company has been involved in legal proceedings of the nature required to be disclosed by this Item. (g) Promoters and Control Persons. Not applicable to reporting registrant. Compliance with Section 16 of the Securities Exchange Act. The Company's executive officers and directors are required under Section 16 of the U.S. Securities Exchange Act of 1934 to file reports of ownership and changes in ownership with the U.S. Securities and Exchange Commission. Copies of those reports must also be furnished to the Company. Based solely on a review of the copies of reports furnished to the Company and written representations that no other reports were required, the Company believes that during the fiscal year ended November 30, 1996 each of its officers and directors timely complied with all filing requirements, except that Messrs. Dixon and Fleming did not timely file a Form 5 prior to January 14, 1997, as required to report their receipt of stock options granted automatically on December 12, 1996 pursuant to the formula provisions of the Directors' Stock Option Plan. Item 11. Executive Compensation. - -------------------------------- (a) (b) Summary Compensation Table
Annual Long Term Compensation Compensation Awards ------------ ------------------- Securities Name and Underlying Principal Position Year $ Salary ($) Bonus ($) Other ($) Options/SAR's (#) All Other ($) - ------------------ ---- --- ---------- --------- --------- ----------------- ------------- J.P. Tangen 1996 Cdn $ 323,108 President, CEO & CFO 1995 US $ 91,244 $ 0 $ 0 200,000 $ 0 1995 Cdn $ 172,884 1994 $ 0 $ 0 $ 0 $ 0 Garry L. Anselmo (1) (3) 1996 Cdn $ 0 $ 0 $ 0 $ 0 Chairman, President, 1995 Cdn $ 0 $ 0 $ 0 1,000,000 $ 0 CEO & CFO 1994 Cdn $ 0 $ 0 $ 0 $ 0 - ----------------------------------------------------------------------------------------------------------- (1) Mr. Tangen was elected to serve as the Company's President, CEO, and CFO from November 1, 1994 until March 1, 1997. Those positions have otherwise been held by Mr. Anselmo. (2) Mr. Tangen's salary was specified as $10,000 per month (U.S.), or the Canadian equivalent thereof, net of withholding and other taxes, resulting in an annual salary equal to $120,000 (U.S.) plus taxes due on that net amount. In 1995 Mr. Tangen received a portion of his salary in Canadian dollars, and a portion in U.S. dollars, which in the aggregate summed to the U.S. dollar equivalent of his contractual salary. (3) Mr. Anselmo is employed and compensated by Tri-Con Mining Ltd., which provides management and mining exploration and development services of the Company. Tri-Con does not bill Silverado for Mr. Anselmo's time spent on behalf of Silverado.
(c) (d) Option/SAR Grants and Exercises and Year End Values. During the fiscal year ended November 30, 1996, no stock options were granted to or exercised by any named executive officer. The following table shows the value of unexercised options held at fiscal year-end by each named executive officer. # Securities Employee Underlying Exercise (Base) Expiration Present Name Unexercised Options Price ($/share) Date Value - --------------------------------------------------------------------------- G.L. Anselmo 1,000,000 $0.88 Dec. 11, 2004 $0.00 J.P. Tangen 200,000 $0.88 Jun. 14, 1997 $0.00 (e) (f) Long-Term Incentive Plans and Defined Benefit Plans. The Company does not have any long-term incentive plan, pension plan, or similar compensatory plan for its Executive Officers. (g) Compensation of Directors. Directors of the Company receive no fees on an annual or per meeting basis, but the Company has periodically granted to directors Options to purchase Common Shares. (h) Employment Contracts and Termination and Change in Control Arrangements. Mr. J.P. Tangen was employed as the Company's President, CEO and CFO commencing November 1, 1994, until March 1, 1997, pursuant to an employment contract providing for a salary of $10,000 per month (U.S.), net of withholdings and other taxes. Pursuant to this contract, Mr. Tangen will be entitled to receive a termination payment equal to one year's salary as a result of his employment being terminated for a reason other than his willful misconduct. (i) Report on Repricing of Options/SAR's. During the fiscal year ended November 30, 1996, the company did not amend the terms of any stock options or SAR's previously awarded to any of the named executive officers. Item 12. Security Ownership of Certain Beneficial Owners and Management. - ------------------------------------------------------------------------ (a) (b) Security Ownership of Certain Beneficial Owners and Management. The following table sets forth information as of January 28, 1997, as to the beneficial ownership of shares of the Company's only outstanding class of securities, its Common Stock: by each person or group who, to the knowledge of the Company at that date, was a beneficial owner of 5% or more of the outstanding shares of Common Stock; by all directors; by each executive officer required to be named in the summary compensation table; and by all directors and executive officers as a group. The table does not include information regarding shares of Common Stock held in the names of certain depositories/clearing agencies as nominee for various brokers and individuals. Amount and Nature Percent of of Beneficial Outstanding Name/Address of Beneficial Owner Ownership Shares - ------------------------------------ ------------------- ------------- Garry L. Anselmo 2,884,681 (1) 4.9 K. Maxwell Fleming 351,000 (2) 0.6 James F. Dixon 514,500 (3) 0.9 All Directors and Executive Officers as 3,750,181 6.4 a group (three persons) J.P. Tangen 200,002 (4) 0.3 Tri-Con Group 1,884,614 (5) 3.2 Suite 505 - 1111 West Georgia Street Vancouver, BC V6E 4M3 (1) Comprised of 1,557 shares owned by Tri-Con Mining Ltd., of which Garry Anselmo owns 60%; of 1,883,057 shares held by Tri-Con Mining Inc., a wholly owned subsidiary of Tri-Con Mining Ltd.; 1,000,000 in exercisable stock options, and 67 shares held directly by Mr. Anselmo. Mr. Anselmo disclaims beneficial ownership of the 1,883,057 shares held by Tri-Con. (2) Includes directors options for 350,000 shares. (3) Includes directors options for 400,000 shares. (4) Includes options of 200,000 shares, and 2 shares held directly by Mr. Tangen. Pursuant to provisions of the plan, Mr. Tangen's options automatically expire on June 14, 1997. (5) Tri-Con Group holds all shares under note (1) save 1,000,000 in exercisable options and 67 directly held shares of Mr. Anselmo. Item 13. Certain Relationships and Related Transactions. - -------------------------------------------------------- See "Executive Compensation" concerning the Company's relationship with the Tri-Con Group. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SILVERADO MINES LTD. Date: March 27, 1997 By: /s/ G. L. Anselmo -------------------------------------- G. L. Anselmo, President, CEO, and CFO PART IV ITEM 14 - ------- EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) Financial Statements (1) The following financial statements are included in Part II, Item 8 to this report: Auditors' Report Comments by Auditors for U.S. Readers on Canada - U.S. Reporting Conflict Consolidated Balance Sheets at November 30, 1996 and 1995 Consolidated Statements of Operations and Accumulated Deficit, years ended November 30, 1996, 1995 and 1994 Consolidated Statements of Cash Flows, years ended November 30, 1996, 1995 and 1994 Consolidated Statements of Changes in Share Capital and Capital Surplus, years ended November 30, 1996, 1995 and 1994 Notes to Consolidated Financial Statements (2) Financial statement schedules: No schedules are presented either because the required information is disclosed elsewhere in the financial statements, or the schedules are not applicable. (3) Exhibits required to be filed are listed in Item 14(c). (b) Reports on Form 8-K: During the last quarter of the fiscal year covered by this report, no Form 8-K Current reports were filed by the Company. (c) Exhibits Consent of KPMG Peat Marwick Thorne. (3) Articles of Incorporation and Bylaws ------------------------------------ (i)(a) Altered memorandum of Silverado, including increase in authorized capital to 50,000,000 shares without par value is incorporated by reference to Exhibit 3 to Silverado's 10-Q for the quarter ended May 31, 1993. (ii)(a) Articles of Aalenian Resources Ltd. is incorporated by reference to Exhibit 3(c) to Silverado's Registration Statement on Form 10, No. 0-12132, filed May 11, 1984, as amended on Form 8, July 10, 1984. (4) Instruments Defining Rights of Security Holders, Including Indentures --------------------------------------------------------------------- (a) Specimen certificate representing shares of the capital stock of Silverado is incorporated by reference to Exhibit 4(a) to Silverado's Report on Form 10, No. 0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984. (10) Material Contracts ------------------ (a) Operating Agreement between Silverado and Tri-Con Mining Ltd. is incorporated by reference to Exhibit 10 (d)(2) to Silverado's Form 10-Q for the quarter ended May 31, 1988. (b) Management Compensatory Plan - Silverado Mines Ltd. 1994 Stock Option and Bonus Plan. Incorporated by reference to Exhibit 10.4 to Silverado's Registration Statement on Form S-3, File No. 33-76880. (e) Property Option Agreements. --------------------------- (i) Grant Mine Property ------------------- (a) Agreement for Conditional Purchase and Sale of Mining Property - Silverado/Burggraf (10/6/78) is incorporated by reference to Exhibit 10(e)(i)(a) to Silverado's Registration Statement on Form 10, No. 0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984. (d) Exploration and Mining Lease - Silverado Mines (U.S.), Inc./ Gilbert Dobbs (11/6/84) is incorporated by reference to Exhibit 10(e)(f) to the Registrant's Report on Form 10-K for the fiscal year ended November 30, 1984. (ii) Range Minerals Property ----------------------- (a) Agreement #1-Silverado/Taylor (8/30/80) is incorporated by reference to Exhibit 10(e)(ii)(a) to Silverado's Registration Statement on Form 10, 0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984. (b) Agreement #2 Silverado/Taylor (8/30/80) is incorporated by reference to Exhibit 10(e)(ii)(b) to Silverado's Registration Statement on Form 10, No. 0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984. (iii) St. Paul Barelka Property ------------------------- (a) Equity Agreement - Silverado/Barelka/May/Thoennes (5/12/79) is incorporated by reference to Exhibit 10(e)(iii)(a) to Silverado's Registration Statement on Form 10, No. 0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984. (iv) Eagle Creek Property -------------------- (a) Option Agreement - Taylor/O'Hara/Tan (7/9/76) is incorporated by reference to Exhibit 10(e)(v)(a) to Silverado's Registration Statement on Form 10, No. 0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984. (b) Assignment of Option - Aalenian (now Silverado)/Tan (8/26/76) is incorporated by reference to Exhibit 10(e)(v)(b) to Silverado's Registration on Form 10, No. 0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984. (c) Assignment of Option - Can-Ex. (8/4/89) is incorporated by reference to Exhibit 10(e)(v)(c) to Silverado's Report on Form 10-K, for the fiscal year ended November 30, 1989. (v) Thompson Pup Property --------------------- (a) Option Agreement - Figlenski/Carlson/Silverado (6/9/81) is incorporated by reference to Exhibit 0(e)(vi)(a) to Silverado's Registration Statement on Form 10, No. 0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984. (vi) French Peak Property -------------------- (a) Amendment of Agreement - Silverado / Can-Ex (now Anselmo Holdings)(9/19/80) is incorporated by reference to Exhibit 10(e)(ix)(d) to Silverado's Registration Statement on Form 10, No. 0-12132 filed May 11, 1984, as amended on Form 8, filed July 10, 1984. (b) Amendment of Agreement (7/21/83) is incorporated by reference to Exhibit 10(e)(ix)(e) to Silverado's Registration Statement on Form 10, No. 0-12132, filed May 11, 1984, as amended on Form 8, filed July 10, 1984. (vii) Smith Creek Property -------------------- (a) Purchase and Sales Agreement - Mickelson / Anderson / Silverado (08/20/93) is incorporated by reference to Exhibit 10(vii)(a) to the Registrants Report on Form 10-K for the fiscal year ended November 30, 1993. (viii) Mary's Bench Property --------------------- (a) Purchase and Sales Agreement - Dionne / Dionne / Deveny / Silverado (09/21/93) is incorporated by reference to Exhibit 10(viii)(a) to the Registrants Report on Form 10-K for the fiscal year ended November 30, 1993. (ix) Marshall Dome Property ---------------------- Agreement for Purchase and Sale - Raymond Moore / "BJ" Hall / Silverado, dated October 9, 1995 is incorporated herein by reference to Exhibit (10)(ix) to the Registrants Report on Form 10-K for the fiscal year ended November 30, 1995. (x) Hammond Property ---------------- Lease of Mining Claims with Option to Purchase - Alaska Mining Company Inc. ("ALMINCO") / Silverado, dated February 3, 1995, is incorporated by reference to Exhibit (10)(x) to the Registrants Report on Form 10-K for the fiscal year ended November 30, 1995. (11) Statement Re Computation of Per Share Earnings The computation of per share net earnings/loss as described in Note 1(h) to the financial statements set forth in Item 8 of this report is by this reference incorporated herein. (21) Subsidiaries of Registrant The information required in Exhibit 21 is set forth in Item 1(a) of this report and by this reference incorporated herein. (23) Consents of Experts and Counsel (a) Consent of KPMG, formerly known as "KPMG Peat Marwick Thorne", previously filed. (b) Consent of KPMG, formerly known as "KPMG Peat Marwick Thorne" regarding Form S-8, filed herewith. EX-23 2 CONSENT OF KPMG EXHIBITS INDEX SILVERADO MINES LTD. Exhibits Filed with Report on Form 10-K Fiscal year ended November 30, 1996 Exhibit (23) Consent of KPMG Peat Marwick Thorne KPMG Chartered Accountants Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada Telephone (604)691-3000 Telefax (604)691-3031 http://www.kpmg.ca INDEPENDENT AUDITOR'S CONSENT The Board of Directors Silverado Mines Ltd. We consent to incorporation by reference in the Registration Statement on Form S-8 (SEC File No. 33-78098) of Silverado Mines Ltd. of our report dated January 17, 1997 relating to the consolidated balance sheets of Silverado Mines Ltd. as of November 30, 1996 and 1995, and the related consolidated statements of operations and accumulated deficit, cash flows and changes in share capital and capital surplus for each of the years in the three year period ended November 30, 1996, which report appears in the November 30, 1996 annual report on Form 10-K of Silverado Mines Ltd. Our auditors' report relating to the financial statements referred to in the preceding paragraph is supplemented by a report entitled "Comments By Auditors For U.S. Readers On Canada-U.S. Reporting Conflict" that states that Canadian reporting standards do not permit reference to uncertainties such as the Company's ability to continue as a going concern and recover reported asset amounts, as discussed in Note 1(a) to the consolidated financial statements, when the uncertainties are adequately disclosed in the financial statements and accompanying notes. Under United States reporting standards such uncertainties would be described in the auditors' report in an explanatory paragraph following the opinion paragraph. /S/ KPMG Vancouver, Canada March 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----