SILVERADO GOLD MINES LTD - S-8 (Filed: 21-02-2007)
moin moin,
wie mein Name schon sagt ich bin ein absoluter Anfänger obwohl schon seit 3 Jahren in Silverado investiert und seit über einem Jahr ständiger Besucher dieses Forums habe ich null Fachwissen und bin daher auch leicht beeinflussbar. Bisher war es mit Silverado jedoch noch nicht zu meinem Nachteil. Dafür ein riesieges Dankeschön an alle fleißigen Schreiber (auch Minespec)und ein extra Dank an Sway. Ohne ihn hätte ich wohl niemals nachgekauft.
Hier aber meine Frage bezüglich folgendem Textes.
Verstehe ich es richtig das Garry für sich und seine Manschaft neue Shares aus dem nichts erschaft ? Kann mich bitte jemand über diesen Vorgang aufklären?
Vielen Dank im Vorraus
The selling shareholders will receive all proceeds from the sales of these shares, and they will pay any and all expenses incurred by them for brokerage, accounting or tax services (or any other expenses incurred by them in disposing of their shares).
DETERMINATION OF OFFERING PRICE
The selling security holders may sell the common shares issued to them from time-to-time at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions.
SELLING SECURITY HOLDERS
The selling shareholders named in this prospectus are offering an aggregate of up to 14,700,000 shares offered through this prospectus. The shares may be sold pursuant to the exercise of stock options granted to the selling shareholders pursuant to our 2007 Stock Option Plan (the “2007 Plan”).
The amount of shares which may be sold by any of the selling shareholders hereunder, together with all sales of restricted and other securities of the same class for the account of such person within the three months prior to any such sale, shall not exceed one percent of the shares or other units of the class outstanding as shown by the most recent report or statement we have published.
Because the selling shareholders may offer all or part of the common shares currently owned or the common shares received upon exercise of the options, which they own pursuant to the offering contemplated by this Reoffer Prospectus, and because this offering is not being underwritten on a firm commitment basis, no estimate can be given as to the number of shares that will be held upon termination of this offering. The common shares currently owned and the common shares received upon exercise of the options offered by this Reoffer Prospectus may be offered from time to time by the selling shareholders named below, as well as shareholders who are employees and consultants not required to be named in the table below.
Up to 14,700,000 common shares issued pursuant to stock awards or the exercise of stock options by officers and directors who are eligible to participate in our 2007 Stock Option Plan may be sold pursuant to this Reoffer Prospectus. Eligibility to participate in the 2007 Stock Option Plan is available to our officers, directors, employees and eligible consultants, as well as the officers, directors, employees and eligible consultants of any of our subsidiaries including their subsidiaries, as determined solely by our board of directors. Options to purchase up to 14,700,000 common shares have been granted under our 2007 Stock Option Plan to our directors and officers, each of whom is named as a selling shareholder in this Reoffer Prospectus. The following table contains information for the selling shareholders offering 14,700,000 shares pursuant to the 2007 Stock Option Plan
SILVERADO GOLD MINES LTD: S-8, Sub-Doc 1, Page 17
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Shares Beneficially
Owned
Number of Upon Completion of
Shares Beneficially Owned Shares Being the
Prior To This Offering Offered Offering(2)
Name of Selling Shareholder Number Percent(1) Number Percent(3)
Garry L. Anselmo(4) 40,200,000 5.8% 10,000,000 30,200,000 4.4%
James F. Dixon(5) 9,314,484 1.3% 2,000,000 7,314,484 1.0%
Stuart McCulloch(5) 7,933,400 1.1% 2,000,000 5,933,400 *
John R. Mackay(6) 5,100,000 * 700,000 4,400,000 *
Total 14,700,000
*
Less than 1%.
(1)
Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, includes the amount of outstanding securities held by each selling shareholder, plus any securities that such selling shareholder has the right to acquire within 60 days pursuant to options, warrants, conversion privileges, or other rights.
(2)
Applicable percentage of ownership is based on a total of 693,860,052 shares of common stock, consisting of 635,860,052 common shares outstanding as of February 20, 2007, plus an aggregate of 58,000,000 common shares that the selling shareholders, as a group, have the collective right to acquire within 60 days pursuant to the exercise of options.
(3)
Assumes that all shares of common stock offered in this prospectus will be sold.
(4)
Mr. Anselmo serves as Director, President, Chief Executive Officer, and Chief Financial Officer of the Company. Shares beneficially owned by Mr. Anselmo consist of 3,700,000 shares currently held and 36,500,000 shares that can be acquired by Mr. Anselmo by exercise of options to purchase shares within 60 days of the date hereof.
(5)
Mr. Dixon serves as a Director of the Company. Shares beneficially owned by Mr. Dixon consist of 714,484 shares currently held and 8,600,000 shares that can be acquired by Mr. Dixon by exercise of options to purchase shares within 60 days of the date hereof.
(6) Mr. McCulloch serves as a Director of the Company. Shares beneficially owned by Mr. McCulloch consist of 33,400 shares currently held and 7,900,000 shares that can be acquired by Mr. McCulloch by exercise of options to purchase shares within 60 days of the date hereof.
(7)
Mr. Mackay serves as Secretary of the Company. Mr. Mackay serves as a Director of the Company. Shares beneficially owned by Mr. Mackay consist of 100,000 shares currently held and 5,000,000 shares that can be acquired by Mr. Mackay by exercise of options to purchase shares within 60 days of the date hereof.
PLAN OF DISTRIBUTION
We are registering a total of 14,700,000 shares of our common stock that are being offered by the selling shareholders. As used in this prospectus, “selling shareholders” includes the pledgees, donees, transferees or others who may later hold the selling shareholders’ interests in the common stock. We will pay the costs and fees of registering the common shares, but the selling shareholders will pay any brokerage commissions, discounts or other expenses relating to the sale of the common shares. We will not receive the proceeds from the sale of the shares by the selling shareholders.
The selling shareholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling shareholders may use any one or more of the following methods when selling shares:
*
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
*
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
17
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