-----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, ItVZ1/zSH4gLR+NwkBUW4uphMeDMAr1HozlZF2vHA4faKC6ijKYtd2Au+WcCYVlq QgloMUg38rOOI8w86Gjz3Q== 0000950144-03-000092.txt : 20030103 0000950144-03-000092.hdr.sgml : 20030103 20030103170820 ACCESSION NUMBER: 0000950144-03-000092 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030103 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISTA GOLD CORP CENTRAL INDEX KEY: 0000783324 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-39341 FILM NUMBER: 03503691 BUSINESS ADDRESS: STREET 1: 7961 SHAFFER PKWY STREET 2: SUITE 5 CITY: LITTLETOWN STATE: CO ZIP: 80127 BUSINESS PHONE: 3036292450 FORMER COMPANY: FORMER CONFORMED NAME: GRANGES INC DATE OF NAME CHANGE: 19950602 FORMER COMPANY: FORMER CONFORMED NAME: GRANGES EXPLORATION LTD DATE OF NAME CHANGE: 19890619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PANAMERICA CAPITAL GROUP INC CENTRAL INDEX KEY: 0001197865 IRS NUMBER: 000000000 STATE OF INCORPORATION: R1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PO BOX 832 2522 STREET 2: WORLD TRAD CENTER 12TH FLOOR CITY: PANAMA, REP. OF PANAMA STATE: R1 ZIP: 00000 BUSINESS PHONE: 0115072138874 SC 13G 1 g80092sc13g.txt VISTA GOLD CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) VISTA GOLD CORP. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON SHARES - -------------------------------------------------------------------------------- (Title of Class of Securities) 927926 20 4 - -------------------------------------------------------------------------------- (CUSIP Number) December 24, 2002 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 927926 20 4 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. PanAmerica Capital Group, Inc. I.R.S. Identification Nos. of above persons (entities only). Not Applicable - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Republic of Panama - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 989,285 Shares ------------------------------------------------------------ Beneficially 6. Shared Voting Power Owned by ------------------------------------------------------------ Each Reporting 7. Sole Dispositive Power 989,285 Person With ------------------------------------------------------------ 8. Shared Dispositive Power - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 989,285 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 9.9% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 927926 20 4 SCHEDULE 13G (Amendment No. 1) The Statement on Schedule 13g, dated April 26, 2002, initially filed by PanAmerica Capital Group, Inc.(the "Reporting Person") is hereby amended by this Amendment No. 1, dated December 24, 2002 (the "Amendment"), to reflect certain changes in the information previously filed by the Reporting Person relating to the outstanding Common Shares of Vista Gold Corp. (the "Issuer"). Unless otherwise specified, all capitalized terms contained herein have the meanings assigned to them in the Schedule 13G. NOTE: For the purposes of making the beneficial ownership calculations set forth below, the Issuer informed the Reporting Person that the number of Common Shares outstanding as of December 24, 2002 was 9,967,082. Item 1. (a) Name of Issuer Vista Gold Corp. (b) Address of Issuer's Principal Executive Offices 7961 Shaffer Parkway, Suite 5, Littleton, Colorado 80127 Item 2. (a) Name of Person Filing PanAmerica Capital Group, Inc. (b) Address of Principal Business Office or, if none, Residence 12th Floor, World Trade Center, Panama, Republic of Panama (c) Citizenship Republic of Panama (d) Title of Class of Securities Common Shares (e) CUSIP Number 927926 20 4 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: NOT APPLICABLE (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance withss.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. On December 24, 2002, as part of a private transaction, the Issuer issued $425,533 units (the "Units") to the Reporting Person in consideration of a payment in the aggregate amount of US $1,000,002.55. Each Unit consists of one Common Share and one 2-year purchase warrant exercisable to purchase one Common Share at an exercise price of US $3.04 for the first year and US $3.45 for the second year. On December 24,2002, the Reporting Person beneficially owned 59,889 common shares of the Issuer and 78,330 five-year purchase warrants to purchase the Issuer's Common Shares at US $1.50. The shares of Common Stock directly and beneficially acquired by the Reporting Person were acquired and are being held as an investment. The Reporting Person intends to review on a continuing basis its investment in the Issuer and may, depending on his evaluation of the Issuer's business and prospects and upon future developments, determine to increase or decrease, or continue to hold as an investment or dispose of, his investment in the Issuer. Except as set forth above, the Reporting Person does not have any present plans or proposals which relate to or would result in: (a) the acquisition or disposition by any person of additional securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, (c) a sale or transfer of a material amount of assets of the Issuer or 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, (g) any change in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition or control of the Issuer by any person, (h) a class of securities of the Issuer to be delisted from a national securities exchange or cease being 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 Securities Exchange Act of 1934, or (j) any action similar to any of those enumerated above. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 989,285. (b) Percent of class: 9.9%. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 989,285. (ii) Shared power to vote or to direct the vote 0. (iii) Sole power to dispose or to direct the disposition of 989,285. (iv) Shared power to dispose or to direct the disposition of 0. Instruction. For computations regarding securities which represent a right to acquire an underlying security see Section 240.13d3(d)(1). Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. NOT APPLICABLE Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. NOT APPLICABLE Item 8. Identification and Classification of Members of the Group NOT APPLICABLE Item 9. Notice of Dissolution of Group NOT APPLICABLE Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. January 3, 2003 ----------------------------------- Date PanAmerica Capital Group, Inc. ----------------------------------- Signature Patrick M. Abraham, President & CEO ----------------------------------- Name/Title -----END PRIVACY-ENHANCED MESSAGE-----