-----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, UYrvIOnKnNB/7R5kDkNQOV8/Vn1eob0mgU0txaamFi7OlIBzczlZ78cMOfedfPyw Rx8/4H0+tobEPGuCggOuAw== 0000950147-99-000734.txt : 19990712 0000950147-99-000734.hdr.sgml : 19990712 ACCESSION NUMBER: 0000950147-99-000734 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990628 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FREMONT GOLD CORP CENTRAL INDEX KEY: 0000099680 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 650110447 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-07773-A FILM NUMBER: 99661161 BUSINESS ADDRESS: STREET 1: 777 HORNBY ST STREET 2: SUITE 2000 CITY: VANCOUVER V6Z 1S4 STATE: A1 ZIP: 33432 BUSINESS PHONE: 4073937251 MAIL ADDRESS: STREET 1: 777 HORNBY ST STREET 2: SUITE 2000 CITY: VANCOUVER V6Z 1S4 STATE: A1 ZIP: 33432 FORMER COMPANY: FORMER CONFORMED NAME: ROTHCHILD COMPANIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TRI WAY MEDIA & COMMUNICATIONS INC DATE OF NAME CHANGE: 19900130 FORMER COMPANY: FORMER CONFORMED NAME: TRI WAY INDUSTRIES INC DATE OF NAME CHANGE: 19890525 8-K 1 CURRENT REPORT DATED 6/28/99 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) June 28, 1999 ----------------- FREMONT GOLD CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 33-0773-A 65-0110447 - ---------------------------- ------------------------ ------------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No. 103 E. Holly Street, Suite 402, Bellingham, Washington 98225 - ------------------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (360) 733-3854 ------------------ 777 Hornby Street, Suite 2000, Vancouver, British Columbia, V6Z 1S4 ------------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS. On or about June 8, 1999, the holders of a majority of the outstanding shares of Common Stock of the Company, authorized the Company, by written consent, to amend the Company's Certificate of Incorporation to provide for authorization to the Company to issue up to 100,000,000 shares of Common Stock. On or about June 8, 1999, the holders of a majority of the outstanding shares of Common Stock of the Company, authorized the Company, by written consent, to amend the Company's 1996 Stock Option Plan (the "Plan") to provide for authorization to the Company to issue up to 2,000,000 shares of Common Stock pursuant to options granted within the Plan. On June 21, 1999, the Board of Directors of the Company (i) approved the amendment to the Certificate of Incorporation of the Company and caused it to be filed with the Delaware Secretary of State and (ii) approved the amendment to 1996 Stock Option Plan. On June 28, 1999, the Company was notified by the Secretary of State of the State of Delaware that the Amendment to Certificate of Incorporation had been accepted and duly filed. ITEM 7. EXHIBITS. Exhibit Number Description Reference -------------- ----------- --------- 3.3 Amendment to Certificate of Incorporation * 10.12 Amendment to 1996 Stock Option Plan * * Filed herewith 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. /s/ Michael J. Hopley --------------------------- Michael J. Hopley Chief Executive Officer Date: July 8, 1999 2 EX-3.3 2 AMENDMENT TO CERTIFICATE OF INCORPORATION CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF FREMONT GOLD CORPORATION FREMONT GOLD CORPORATION (the "Corporation") a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: By unanimous written consent of the directors of Fremont Gold Corporation, a resolution was duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and seeking the approval and adoption of such amendment to the Certificate of Incorporation by Stockholders of the Corporation, pursuant to the Delaware General Corporation Law. The resolution setting forth the proposed amendment is as follows: RESOLVED, that Article fourth to the Certificate of Incorporation of the Corporation be amended in the following manner: DELETE 4. AUTHORIZED CAPITAL. THE TOTAL NUMBER OF SHARES OF ALL CLASSES OF STOCK WHICH THIS CORPORATION SHALL HAVE AUTHORITY TO ISSUE IS 20,000,000 SHARES OF COMMON STOCK ("COMMON STOCK") WITH PAR VALUE OF $0.001 PER SHARE. ADDED IN ITS PLACE AND STEAD: 4. AUTHORIZED CAPITAL. THE TOTAL NUMBER OF SHARES OF ALL CLASSES OF STOCK WHICH THIS CORPORATION SHALL HAVE AUTHORITY TO ISSUE IS 100,000,000 SHARES OF COMMON STOCK ("COMMON STOCK") WITH PAR VALUE OF $0.001 PER SHARE. SECOND: That thereafter, by consent of the Stockholders of said Corporation in lieu of meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware, the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, Fremont Gold Corporation has caused this Certificate to be signed by Michael J. Hopley, its President, and attested to by, its Secretary, this 21ST day of JUNE, 1999. Fremont Gold Corporation By: /s/ Michael J. Hopley ----------------------- Michael J. Hopley, President ATTEST: By: /s/ Michael J. Hopley --------------------------- Secretary EX-10.12 3 AMENDMENT TO 1996 STOCK OPTION PLAN AMENDMENT OF 1996 STOCK OPTION PLAN OF FREMONT GOLD CORPORATION FREMONT GOLD CORPORATION (the "Corporation") a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY AMEND IT 1996 STOCK OPTION PLAN: FIRST: By unanimous written consent of the directors of Fremont Gold Corporation, a resolution was duly adopted setting forth a proposed amendment to the 1996 Stock Option Plan of said Corporation, declaring said amendment to be advisable and seeking the approval and adoption of such amendment to 1996 Stock Option Plan by Stockholders of the Corporation, pursuant to the Delaware General Corporation Law. The resolution setting forth the proposed amendment is as follows: RESOLVED, that Article 3 to the 1996 Stock Option Plan of the Corporation be amended in the following manner: DELETE "one million (1,000,000)" on the third line of Article 3. Common Stock Subject to the Plan ADDED IN ITS PLACE AND STEAD: "two million (2,000,000)" on the third line of Article 3. Common Stock Subject to the Plan SECOND: That thereafter, by consent of the Stockholders of said Corporation in lieu of meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware, the necessary number of shares as required by the 1996 Stock Option Plan were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Article 13 of the 1996 Stock Option Plan. IN WITNESS WHEREOF, Fremont Gold Corporation has caused this Amendment to be signed by Michael J. Hopley, its President, and attested to by, its Secretary, this 21ST day of JUNE, 1999. FREMONT GOLD CORPORATION By: /s/ Michael J. Hopley ------------------------ Michael J. Hopley, President ATTEST: By: /s/ Michael J. Hopley ---------------------------- SECRETARY -----END PRIVACY-ENHANCED MESSAGE-----