-----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, MRPRxZTz54qdd9lWKP+86DXMEOD6iYTi/eL9Rw1Wh4ZuE6xmQpaUg5pJ7xilUY17 Y2fqgRoyXPc9e2pl/gxdaQ== 0001144204-03-008019.txt : 20031201 0001144204-03-008019.hdr.sgml : 20031201 20031201160049 ACCESSION NUMBER: 0001144204-03-008019 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WITS BASIN PRECIOUS MINERALS INC CENTRAL INDEX KEY: 0000912875 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 841236619 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50493 FILM NUMBER: 031030193 BUSINESS ADDRESS: STREET 1: 800 NICOLLET MALL STREET 2: SUITE 2690 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (612)664-0570 MAIL ADDRESS: STREET 1: 800 NICOLLET MALL STREET 2: SUITE 2690 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVE IQ TECHNOLOGIES INC DATE OF NAME CHANGE: 20010702 FORMER COMPANY: FORMER CONFORMED NAME: METEOR INDUSTRIES INC DATE OF NAME CHANGE: 19960313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAWK PRECIOUS MINERALS USA INC CENTRAL INDEX KEY: 0001252725 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 404-347 BAY STREET CITY: TORONTO STATE: A6 ZIP: 00000 BUSINESS PHONE: 4162142250 MAIL ADDRESS: STREET 1: 404-347 BAY STREET CITY: TORONTO STATE: A6 ZIP: 00000 SC 13D 1 sched13d_a.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INLCUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THEREFORE FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )1 WITS BASIN PRECIOUS MINERALS INC. ------------------------------------------------------------ (Name of Issuer) Common Stock, $.01 par value ------------------------------------------------------------ (Title of Class of Securities) 977427 10 3 ------------------------------------------- (CUSIP Number) Hawk Precious Minerals USA, Inc. 404-347 Bay Street Toronto, Ontario M5H 2R7 With a copy to: William M. Mower, P.A. Maslon Edelman Borman & Brand, LLP 3300 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402-4140 Phone: (612) 672-8200 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) June 26, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule ss.240.13d-7 for other parties to whom copies are to be sent. 1The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Page 1 of 5 pages) SCHEDULE 13D Page 2 of 5 CUSIP No. 977427 10 3 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Hawk Precious Minerals USA, Inc. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* OO (See Item 3 on Page 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 5,000,000 SHARES --------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH --------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 5,000,000 WITH --------------------------------- 10. SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 16.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (Page 2 of 5 pages) ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, $.01 par value, of Wits Basin Precious Minerals Inc., a Minnesota corporation ("Wits Basin"). The address of Wits Basin's principal executive offices is 800 Nicollet Mall, Suite 2690, Minneapolis, MN 55402. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is being filed by Hawk Precious Minerals USA, Inc. The business address for the reporting person is 404-347 Bay Street, Toronto, Ontario M5H 2R7. Hawk Precious Minerals USA, Inc. is a Minnesota corporation. H. Vance White, the Chief Executive Officer of Hawk Precious Minerals USA, Inc. is also a director of Wits Basin Precious Minerals Inc. In addition, Michael Pickens and Walter Brooks are directors of the Reporting Person and also directors of the Issuer. During the last five years, H. Vance White, Chief Executive Officer of the Reporting Person, has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the last five years, Michael Pickens, a director of the Reporting Person, has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the last five years, Walter Brooks, a director of the Reporting Person, has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The shares reported in Item 11 on page 2 were received as partial consideration for a contribution of certain assets to in Active Hawk Minerals, LLC, a joint venture between Hawk Precious Minerals USA, Inc. and Wits Basin Precious Minerals Inc. (Page 3 of 5 pages) ITEM 4. PURPOSE OF TRANSACTION The shares of Wits Basin subject to this Statement are held by the Reporting Person solely for investment purposes. Although the Reporting Person has not formulated any other definitive plan, it may from time to time acquire, or dispose of, common stock and/or other securities of the Company if and when they deem it appropriate. The Reporting Person may formulate other purposes, plans or proposals relating to any of such securities of the Company to the extent deemed advisable in light of market conditions, investment policies and other factors. Except as indicated in this Statement, the Reporting Person has no current plans or proposals which would relate to or would result in any of the following matters: (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries; (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. (Page 4 of 5 pages) ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER a.- b. Hawk Precious Minerals USA, Inc. beneficially owns 5,000,000 shares. According to information provided by the Issuer, as of November 10, 2003, the Company had 29,747,181 shares outstanding. Accordingly, based upon this information the Reporting Person is the beneficial owner of 16.8% of the outstanding shares. c. TRANSACTIONS WITHIN THE LAST 60 DAYS The Reporting Person disposed of 1,250,000 shares on September 9, 2003 in consideration for certain services rendered to the Reporting Person. The market price of such stock on that date was $0.71 per share. On or about November 7, 2003, the Reporting Person exercised its option to purchase 2,500,000 shares in exchange for the remaining one-half interest in Active Hawk Minerals, LLC. d. Not applicable. e. Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER H. Vance White, the Chief Executive Officer of Hawk Precious Minerals USA, Inc. is also a director of Wits Basin Precious Minerals Inc. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 26, 2003 HAWK PRECIOUS MINERALS USA, INC. By: /s/ H. Vance White ----------------------------------- H. Vance White Chief Executive Officer (Page 5 of 5 pages) -----END PRIVACY-ENHANCED MESSAGE-----