0001014909-12-000021.txt : 20120907 0001014909-12-000021.hdr.sgml : 20120907 20120907161209 ACCESSION NUMBER: 0001014909-12-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120831 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20120907 DATE AS OF CHANGE: 20120907 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: 121080194 BUSINESS ADDRESS: STREET 1: 2186 S. HOLLY STREET STREET 2: SUITE 104 CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3038000678 MAIL ADDRESS: STREET 1: 2186 S. HOLLY STREET STREET 2: SUITE 104 CITY: DENVER STATE: CO ZIP: 80222 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 f8kfwgo7sept2012.htm FORM 8-K


 

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):  August 31, 2012



FISCHER-WATT GOLD COMPANY, INC.

(Exact Name of Registrant as Specified in Charter)


 

 

 

Nevada

(State or other jurisdiction

of incorporation)

0-17386

(Commission

File Number)

88-0227654

(IRS Employer

Identification #)



2186 S. Holly St., Suite 104 Denver, CO  80222

(Address of Principal Executive Office)


(303) 232-0292

(Registrant’s telephone number, including area code)



N/A

(Former name, former address and former fiscal year, if changed since last report)



[  ] 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 1.01 Entry Into a Material Definitive Agreement


On August 31, 2012 the Company entered into a financing arrangement with BOCO Investments, LLC (the “Lender”), the proceeds of which were used to pay maintenance fees to the Bureau of Land Management and the payment of general operating expenses of the Company.  The financing arrangement included the execution of the following documents:  Note and Warrant Purchase Agreement (the “Loan Agreement”), a Secured Promissory Note (the “Note”), a Warrant to Purchase Stock (the “Warrant”), and Pledge Agreements from James Baughman, Maria Baughman, Purcell Group LLC and Publican Capital Corporation (the “Pledges”).


In exchange for execution and delivery of the Loan Agreement, Note, Warrant and Pledges, the Lender loaned the Company $300,000.  The Note accumulates interest at a rate of 15% per annum and is payable on or before October 30, 2012.  In addition, the Note is secured under the Loan Agreement by all of the property of the Company.  The Company issued a five year Warrant to Lender to purchase shares of Company common stock.  As additional security, each of the Pledges have been executed and delivered.  Further, mortgages were granted on the Company’s real property.


Item 3.02 Unregistered Sales of Equity Security


The Company issued the Note to the Lender.  As additional consideration for entering into the Loan Agreement, the Company issued the Warrant to Lender to purchase 6,814,000 shares of the Company’s common stock, exercisable at $0.02 per share.  The Note and Warrant were issued to the Lender in reliance on the exemption from registration contained in Rule 506 of Regulation D under the Securities Act of 1933.  No commissions or other remuneration were paid on the transaction.  


SIGNATURE


Pursuant to 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.


 

 

 

 

FISCHER-WATT GOLD COMPANY, INC.

By:

/s/  James G. Baughman

 

James G. Baughman

President and Chief Executive Officer



Dated:  September 7, 2012