-----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, JAF2Givuw/y7rnLgGBu5CCaDqCu6l4UhF24B9Q5cfWxvnHW1OEM00uBUtksY52bt BVdoIp1WG0y4lw6zxe10Mw== 0001014909-03-000108.txt : 20031001 0001014909-03-000108.hdr.sgml : 20031001 20031001161229 ACCESSION NUMBER: 0001014909-03-000108 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031001 ITEM INFORMATION: Other events FILED AS OF DATE: 20031001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S GOLD CORP CENTRAL INDEX KEY: 0000314203 STANDARD INDUSTRIAL CLASSIFICATION: MINERAL ROYALTY TRADERS [6795] IRS NUMBER: 840796160 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09137 FILM NUMBER: 03920837 BUSINESS ADDRESS: STREET 1: 2201 KIPLING ST STREET 2: STE 100 CITY: LAKEWOOD STATE: CO ZIP: 80215-1545 BUSINESS PHONE: 3032381438 MAIL ADDRESS: STREET 1: 2201 KIPLING STREET STE 100 CITY: LAKEWOOD STATE: CO ZIP: 80215 FORMER COMPANY: FORMER CONFORMED NAME: U S SILVER STATE MINING CORP DATE OF NAME CHANGE: 19880706 FORMER COMPANY: FORMER CONFORMED NAME: SILVER STATE MINING CORP DATE OF NAME CHANGE: 19880629 8-K 1 f8k_oct2003usgold.txt 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: October 1, 2003 U.S. Gold Corporation -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Colorado 1-02714 84-1533604 - --------------- ------------ ---------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification #) incorporation) 2201 Kipling Street, Suite 100, Lakewood, CO 80215-1545 ------------------------------------------------------- (Address of Principal Executive Office) (303) 238-1438 ---------------------------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events and Regulation FD Disclosure - -------------------------------------------------- In March 2003, U. S. Gold Corporation (the "Company") entered into a letter agreement with BacTech Environment Corporation ("BacTech"). The agreement related to a potential joint venture between the Company and BacTech with respect to the Tonkin Springs property in Nevada held by the Company. The Company was not required by law or by its charter documents to obtain shareholder approval of the agreement or the transactions contemplated thereby. However, BacTech, in order to assess whether the Company's shareholders were generally in favor of the transaction, asked the Company to take an informal and non-binding poll of its largest shareholders and to provide "written approval (in form satisfactory to BacTech) of the transaction by at least 51% of the shareholders" of the Company. As a result, the Company's officers contacted eight of the Company's largest shareholders and obtained their written "concurrence" to the transaction. Thereafter, the transactions contemplated by the agreement were completed. (See the Company's current report on Form 8-K filed on or about August 6, 2003.) The foregoing communications between the Company and its shareholders were completed on the belief that they were not subject to the proxy solicitation rules under the Securities Exchange Act of 1934, as amended (the "Proxy Rules"). Such communications, if in fact subject to the Proxy Rules, did not comply with those rules. Violation of the Proxy Rules could expose the Company to, among other things, enforcement action by the Securities and Exchange Commission or objections by BacTech or the Company's shareholders that the BacTech transactions were not properly approved. To the Company's knowledge, no such actions are pending or threatened. SIGNATURES 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. U.S. GOLD CORPORATION By: /s/ William W. Reid ---------------------------------- William W. Reid President Dated: October 1, 2003 -----END PRIVACY-ENHANCED MESSAGE-----