-----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, QxH+gVlYc9zQbmvluHqs22EQkJOrv+EurisBMo0vtHwYRGlJqmGeg5FUkUhjCcdZ PpiKAurHGPLIYz4vxrDq0A== 0001014909-06-000014.txt : 20060214 0001014909-06-000014.hdr.sgml : 20060214 20060214151748 ACCESSION NUMBER: 0001014909-06-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060213 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISCHER WATT GOLD CO INC CENTRAL INDEX KEY: 0000844788 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 880227654 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17386 FILM NUMBER: 06613876 BUSINESS ADDRESS: STREET 1: 2582 TAFT COURT CITY: LAKEWOOD STATE: CO ZIP: 80215 BUSINESS PHONE: 3032320292 MAIL ADDRESS: STREET 1: 2582 TAFT COURT CITY: LAKEWOOD STATE: CO ZIP: 80215 FORMER COMPANY: FORMER CONFORMED NAME: FISCHER WATT GOLD CO INC DATE OF NAME CHANGE: 19991025 FORMER COMPANY: FORMER CONFORMED NAME: FISCHER WATT GOLD CO INC DATE OF NAME CHANGE: 19920703 8-K 1 f8k_13feb2006fisherwatt.txt 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): February 13, 2006 Fisher-Watt Gold Company, Inc. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Nevada 0-22515 88-0227654 - ----------------- ------------ ------------------- (State or other (Commission (IRS Employer jurisdiction File Number) Identification #) of incorporation) 2582 Taft Court Lakewood, CO 80215 --------------------------------------- (Address of Principal Executive Office) (303) 232-0292 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ----------------------------------------------------------- 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 - --------- --------------------------------------- Fischer-Watt Gold Company, Inc. (the "Company") has raised $540,000 through a series of recently completed private placements. Of this total amount, $240,000 was in the form of several cash subscriptions by arms-length institutional and private investors. The first of these placements, amounting to $100,000, was disclosed earlier in the Company's Quarterly Report on Form 10-QSB for the quarter ended October 31, 2005 which was filed on December 20, 2005. A further $300,000 was subscribed for by way of debt conversions with related parties. Each investor purchased units at $0.05 per unit. Each unit is comprised of one share of the Company's common stock and one share purchase warrant entitling the holder to purchase one additional common share of the Company at a price of US$0.10 up until 4PM Mountain Time, January 15, 2008. However, if the common shares of the Company trade at or over an average price of US$0.15 per share for a 20 day continuous period, the average price being weighted by the number of shares traded, then, upon written notice to the holder by the Company, the holder shall be required to exercise the warrants within 30 days of the date of that notice, after which the warrants will expire. All the shares issued in this placement are restricted from trading under Rule 144. Following these placements the Company has 69,166,819 common shares outstanding. Three directors of the Company, Messrs. George Beattie, Peter Bojtos and James Seed, subscribed to the private placement by converting $250,000 of principal amounts and approximately $50,000 of related interest owing to them. Item 7.01 Regulation FD Disclosure. - --------- ------------------------- On February 13, 2005, the Company issued a news release titled "Fisher-Watt Completes Private Placements - and receives first payment from Nexcu Capital." The full text of the news release is included as an exhibit to this Report and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits. - --------- --------------------------------- (c) Exhibits. Exhibit Number Description -------------- ----------- 99.1 News Release dated February 13, 2006 2 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. FISHER-WATT GOLD COMPANY, INC. By: /s/ Peter Bojtos -------------------------------------- Peter Bojtos, Chief Executive Officer February 13, 2006 3 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 News Release dated February 13, 2006 4 EX-99 2 exh99_1pressrelease.txt Exhibit 99.1 ------------ N E W S R E L E A S E 2582 Taft Court, Lakewood, Colorado 80215, USA PH:(303) 232-0292 FAX:(303) 232-0399 FISCHER-WATT COMPLETES PRIVATE PLACEMENTS - and receives first payment from Nexvu Capital. Denver, CO - Feb 13, 2005 - Fischer-Watt Gold Company, Inc. (OTCBB:FWGO) has received the first scheduled payment, of $50,000, from Nexvu Capital Corp. towards the purchase by Nexvu of Fischer-Watt's entire 65% interest in its Mexican subsidiary, Minera Montoro S.A. de C.V. Fischer-Watt has also completed a series of private placements totaling $540,000. The Nexvu Payment - ----------------- As previously released on December 7, 2005, Fischer-Watt expects to receive a number of staged payments totaling $2,235,000 for the purchase of its entire 65% interest in Minera Montoro S.A. de C.V. by Nexvu Capital Corp. of Vancouver, BC, Canada. The first of such scheduled payments, amounting to $50,000, was received recently. The next scheduled payment, of $695,000, is expected by April 30, 2006. Minera Montoro owns the La Balsa copper property in Michoacan, Mexico, which Nexvu is planning to develop. The Private Placements - ---------------------- Fischer-Watt has raised $540,000 through a series of recently completed private placements. Of this total amount, $240,000 was in the form of several cash subscriptions by arms-length institutional and private investors. The first of these placements, amounting to $100,000, was disclosed earlier in Fischer-Watt's latest 10 QSB filing of December 20, 2005. A further $300,000 was subscribed for by way of debt conversions with related parties. Each investor purchased units at $0.05 per unit. Each unit is comprised of one share of Fischer-Watt common stock and one share purchase warrant entitling the holder to purchase one additional common share of the Company at a price of US$0.10 up until 4PM Mountain Time, January 15, 2008. However, if the common shares of the Company trade at or over an average price of US$0.15 per share for a 20 day continuous period, the average price being weighted by the number of shares traded, then, upon written notice to the holder by the Company, the holder shall be required to exercise the warrants within 30 days of the date of that notice, after which the warrants will expire. All the shares issued in this placement are restricted from trading under Rule 144. Following these placements the Company has 69,166,819 common shares outstanding. Three directors of the Company, Messrs. George Beattie, Peter Bojtos and James Seed, subscribed to the private placement by converting $250,000 of principal amounts and approximately $50,000 of related interest owing to them. Mr. Peter Bojtos, President, CEO and Chairman of the Board of Fischer-Watt in commenting on these transactions said, "The payment by Nexvu and these private placements have strengthened the Company's Balance Sheet both by injecting new funds into the Company for working capital and by significantly reducing the debt burden. We are now looking to acquire new mining properties in order to significantly build up Fischer-Watt's asset base and rejuvenate the Company." STATEMENTS IN THIS RELEASE THAT ARE NOT HISTORICAL FACTS ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. READERS ARE CAUTIONED THAT ANY SUCH STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND THAT ACTUAL DEVELOPMENTS OR RESULTS MAY VARY MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. For further information please contact: Mr. Peter Bojtos, President and Chief Executive Officer. Fischer-Watt Gold Company, Inc. 303-232-0292 Email: info@fischer-watt.com -----END PRIVACY-ENHANCED MESSAGE-----