-----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, TfDtChZybeXZIAuxU7UGJK8lBlC9THveoEYDGQEm+IhzhELGrljHhJQXST8gP3Hx F/aX96i21m3+2ZL4asY/5Q== 0001014909-05-000098.txt : 20050819 0001014909-05-000098.hdr.sgml : 20050819 20050819125456 ACCESSION NUMBER: 0001014909-05-000098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050819 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050819 DATE AS OF CHANGE: 20050819 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: 051037889 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_19august2005usgold.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): August 19, 2005 U.S. GOLD CORPORATION (Exact name of registrant as specified in its charter) Colorado 0-9137 84-0796160 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 2201 Kipling Street, Suite 100 Lakewood, CO 80215-1545 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (303) 238-1438 (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 7.01. Regulation FD Disclosure - ------------------------------------ A news release was issued by U.S. Gold Corporation (the "Company") on August 19, 2005, announcing the appointment of Rob McEwen as a Director, Chief Executive Officer and Chairman of the Board. Declan Costelloe was also appointed as a Director of the Company. 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: 99.1 News release issued by the Company on August 19, 2005 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. U.S. GOLD CORPORATION Date: August 19, 2005 By: /s/ William F. Pass ---------------------------------- William F. Pass Vice President, Chief Financial Officer and Secretary 2 EX-99 2 exh99_1.txt Exhibit 99.1 U. S. GOLD CORPORATION N E W S R E L E A S E 2201 Kipling Street, Suite 100 Lakewood, Colorado 80215-1545 (303) 238-1438 FAX: (303) 238-1724 Rob McEwen Becomes Director, CEO and Chairman of U.S. Gold Denver, Colorado, August 19, 2005 -- U.S. Gold Corporation (OTC BB:USGL) announces that the Board of Directors yesterday appointed Rob McEwen as a Director of the Company and subsequently named him CEO and Chairman of the Board of Directors. Declan Costelloe was also appointed as a Director of the Company. The appointments were made to fill vacancies created by the resignations of William Reid as Director, CEO and Chairman of the Board and David Reid as Director and Vice President, also effective yesterday. William Reid and David Reid will remain with U.S. Gold as consultants on an at-will basis until September 30, 2005. The remainder of the Company's Board of Directors remains unchanged. These changes were discussed prospectively in the Company's press release of July 29, 2005. Certain statements contained herein and subsequent oral statements made by and on behalf of the Company may contain "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements are identified by words such as "intends," "anticipates," "believes," "expects" and "hopes" and include, without limitation, statements regarding the Company's plan of business operations, potential contractual arrangements, receipt of working capital, anticipated revenues and related expenditures. Factors that could cause actual results to differ materially include, among others, those set forth in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 under the caption, "Risk Factors." Most these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking statements. Except as otherwise required by applicable securities statutes or regulations, the Company disclaims any intent or obligation to update publicly these forward looking statements, whether as a result of new information, future events or otherwise. For Further Information, Please Contact: U.S. Gold Corp. William F. Pass Robert R. McEwen Tel: (303) 238-1438 Tel: (416) 865-0326 Fax: (303) 238-1724 Fax: (416) 361-5741 billp@usgoldmining.com 145 King St. West, Suite 2700 2201 Kipling Street, Suite 100 Toronto, Ontario Lakewood, Colorado 80215 Canada M5H 1J8 -----END PRIVACY-ENHANCED MESSAGE-----