-----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, CVphjxk6SUa2pE2vJve/LVo/TEyHGZrqaE2k2p438UY29lzorZLg9IMYvNY7QZRC oGBJhriGIMgAWd2RY6E3BQ== 0000950123-98-009117.txt : 19981022 0000950123-98-009117.hdr.sgml : 19981022 ACCESSION NUMBER: 0000950123-98-009117 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19981021 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMPBELL RESOURCES INC /NEW/ CENTRAL INDEX KEY: 0000718053 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980098690 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-08488 FILM NUMBER: 98728521 BUSINESS ADDRESS: STREET 1: 120 ADELAIDE ST W STREET 2: STE 1910 CITY: TORONTO ONTARIO CANA STATE: A6 BUSINESS PHONE: 4163665201 MAIL ADDRESS: STREET 1: 120 ADELAIDE ST W STREET 2: STE 1910 CITY: TORONTO ONTARIO CANA STATE: A6 10-K405/A 1 CAMPBELL RESEOURCES INC. 12/31/1997 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 1997 Amending Item 14 for the purpose of furnishing amended Exhibit 27.1 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 1-8488 CAMPBELL RESOURCES INC. (Exact name of registrant as specified in its charter) Canada Not Applicable (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 120 Adelaide Street West, Suite 1910, Toronto, Ontario M5H 1T1 Not Applicable (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (416) 366-5201 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Shares New York Stock Exchange Common Share Purchase Warrants New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x] At March 27, 1998, the registrant had outstanding 152,462,861 common shares, without nominal or par value, the only class of registrant's stock outstanding. The aggregate market value of the voting and non-voting common equity held by non-affiliates at such date was US$66,511,311 (based on the closing price of such common share of US$0.4375 on such date as reported on the New York Stock Exchange, Inc. composite listings.) 2 DOCUMENTS INCORPORATED BY REFERENCE Certain portions of registrant's Proxy Circular relating to an Annual Meeting of Shareholders scheduled to be held on May 19, 1998 are incorporated by reference into Part III of this report and certain portions of the 1997 Annual Report to Shareholders are incorporated herein by reference into Parts I, II and IV of this report. These portions of such Proxy Circular and annual Report are filed as exhibits to this Form 10-K. 2 3 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Documents filed as part of this Report: 1. FINANCIAL STATEMENTS Auditors' Report Consolidated Balance Sheets as at December 31, 1997 and 1996 Consolidated Statements of Income - Years Ended December 31, 1997, 1996 and 1995 Consolidated Statements of Retained Earnings (Deficit) - Years Ended December 31, 1997, 1996 and 1995 Consolidated Statements of Cash Flows - Years Ended December 31, 1997, 1996 and 1995 Notes to the Consolidated Financial Statements 2. FINANCIAL STATEMENT SCHEDULES None (b) Reports on Form 8-K There were no reports on Form 8-K filed in the fourth quarter of 1997. During the first quarter of 1998, the Corporation filed a Current Report on Form 8-K dated March 3, 1998. (c) Exhibits References to A refer to documentation previously filed as an exhibit to Campbell's Annual Report on Form 10-K for the year ended December 31, 1987 and incorporated herein by reference. References to B refer to documents previously filed as an exhibit to Campbell's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference. References to C refer to documents previously filed as an exhibit to Campbell's registration statement on Form S-8 (Registration No. 33-28296) and incorporated herein by reference. References to D refer to documents previously filed as an exhibit to Campbell's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference. 3 4 References to E refer to documents previously filed as an exhibit to Campbell's Current Report on Form 8-K dated February 28, 1996 and incorporated herein by reference. References to F refer to documents previously filed as an exhibit to Campbell's Current Report on Form 8-K dated March 28, 1996 and incorporated herein by reference. References to G refer to documents previously filed as an exhibit to Campbell's Annual Report on Form 10-K for the year ended December 31, 1995 dated April 12, 1996 and incorporated herein by reference. References to H refer to documents previously filed as an exhibit to Campbell's Annual Report on Form 10-K for the year ended December 31, 1996 dated March 26, 1997 and incorporated herein by reference. References in parentheses are references to the Exhibit No. of the filing indicated. 3 Articles of Incorporation and By-Laws 3.1 Articles of Continuance dated September 7, 1982 (A) (Exhibit 3.1) 3.2 Articles of Amendment dated November 1, 1982 (A) (Exhibit 3.2) 3.3 Articles of Amendment dated April 15, 1983 (A) (Exhibit 3.3) 3.4 Articles of Amendment dated June 8, 1983 (A) (Exhibit 3.4) 3.5 Articles of Amendment dated September 13, 1983 (A) (Exhibit 3.5) 3.6 Articles of Amendment dated January 31, 1984 (A) (Exhibit 3.6) 3.7 Articles of Amendment dated November 8, 1984 (A) (Exhibit 3.7) 3.8 Articles of Amendment constituted by special resolution of shareholders dated November 7, 1984 (A) (Exhibit 3.8) 3.9 Articles of Amendment dated September 11, 1985 (A) (Exhibit 3.9) 3.10 Articles of Amendment dated December 2, 1987 (A) (Exhibit 3.10) 3.11 By-Law No. 1 as amended and as in effect on the date hereof (A) (Exhibit 3.12) 3.12 Amendment of By-Law No. 1 (A) (Exhibit 3.11) 4 Instruments Defining the Rights of Security Holders Including Indentures 4.1 Trust Indenture made as of July 21, 1994 between the Corporation and Montreal Trust Company of Canada regarding the 7 1/2% Convertible Subordinated Debentures (B) (Exhibit 4.1) 4 5 4.2 Warrant Indenture made as of February 21, 1996 between the Corporation and Montreal Trust Company of Canada, as Warrant Trustee, regarding the Common Share Purchase Warrants (E) (Exhibit 4.2) 10 Management Contracts and Compensatory Plans and Arrangements 10.1 The Corporation's Employee Incentive Plan (C) (Exhibit 4(i)) 10.2 Amended Employment agreement dated December 1, 1994 between the Corporation and John O. Kachmar (B) (Exhibit 10.2) 10.3 Amended Employment agreement dated December 1, 1994 between the Corporation and Lorna D. MacGillivray (B) (Exhibit 10.3) 10.4 Amended Employment agreement dated December 10, 1996 between the Corporation and Paul J. Ireland (H) (Exhibit 10.4) 10.5 Letter agreement between the Corporation and Gary A. Cohoon with respect to his resignation as an officer of the Corporation (7 pages) 10.6 Consulting agreement dated November 12, 1993 between the Corporation and Francis S. O'Kelly (D) (Exhibit 10.7) 10.7 Directors' Stock Option Plan (D) (Exhibit 10.8) Material Contracts 10.7 Royalty Agreement with Repadre Capital Corporation made as of April 23, 1993. (D) (Exhibit 10.14) 10.8 Stock Purchase Agreement dated July 6, 1994 between the Corporation, Sotula Gold Corp., Sonoran Mining Corporation and Compania Minera Zapata S. de R.L. de C.V. relating to the purchase of Santa Gertrudis (B) (Exhibit 10.11) 10.9 Bullion Dealing Master Agreement and Security Agreement between the Corporation and Citibank dated February 24, 1995 regarding forward gold sales (B) (Exhibit 10.12) 10.10 Asset Purchase Agreement dated January 27, 1995 between Campbell Gold Exploration Inc. and Lac Minerals (USA), Inc. regarding the Wildcat Property. (B) (Exhibit 10.13) 10.11 Underwriting Agreement, dated February 8, 1996, between the Corporation and First Marathon Securities Limited, Nesbitt Burns Inc. and CIBC Wood Gundy Securities Inc. regarding the public offering of common shares and common share purchase warrants. (E) (Exhibit 1.1) 10.12 Purchase and Sale Agreement dated March 4, 1996 between Cyprus Exploration and Development Corporation, Campbell Resources Inc. and Compania de Exploracion Mineral, S.A. (F) (Exhibit 1.1) 13.1 Certain Portions of the Annual Report to the Shareholders for the year ended December 31, 1997 contained on pages 15 to 32 inclusive. [Note: Such Annual 5 6 Report, except for those portions thereof which are expressly incorporated by reference in this Report on Form 10-K, is furnished for the information of the Securities and Exchange Commission and is not deemed "filed" as part of the filing of this Report on Form 10-K.] 20.1 Proxy Circular dated March 20, 1998 in connection with the 1998 Annual Meeting of Shareholders scheduled to be held on May 19, 1998. 21.1 Significant subsidiaries. 23.1 Consent of KPMG. 27.1 Amended Financial Data Schedule (d) Financial Statements schedules required by Regulation S-X which are excluded from the Corporation's Annual Report to Shareholders for the year ended December 31, 1997. Not applicable 6 7 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CAMPBELL RESOURCES INC. Dated: October 21, 1998 By:/s/JOHN O. KACHMAR --------------------- John O. Kachmar President and Chief Executive Officer 7 8 CAMPBELL RESOURCES INC. EXHIBIT INDEX 27.1 Amended Financial Data Schedule EX-27.1 2 AMENDED FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 CANADIAN $ YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 0.6999 41,735 0 4,805 0 7,250 54,785 170,256 102,145 123,882 5,777 7,341 0 0 121,425 (16,301) 123,882 52,635 52,635 61,583 61,583 31,684 0 639 (42,378) (1,968) (40,410) 0 0 0 (40,410) (0.27) (0.27)
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