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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/27/07 Hennis Todd C SC 13D 5:336K Colorado Goldfields Inc. Bowne - BPC/FA |
Document/Exhibit Description Pages Size 1: SC 13D General Statement of Beneficial Ownership HTML 47K 2: EX-1 Underwriting Agreement HTML 136K 3: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 36K Liquidation or Succession 4: EX-3 Articles of Incorporation/Organization or By-Laws HTML 19K 5: EX-4 Instrument Defining the Rights of Security Holders HTML 55K
Filed by Bowne Pure Compliance |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
Inapplicable |
1 | NAMES OF REPORTING PERSONS: Todd C. Hennis |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Colorado | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 2,500,000 | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 2,500,000 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
2,500,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
44.8% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
IN |
2
1 | The Company has since performed a 7.9
for 1 forward split of its common stock. Thus, Mr. Hennis now holds 19,750,000
shares of Company common stock of the 44,042,500 of outstanding shares. |
3
(a) | In order to earn a 40% undivided interest in the Properties, the Company must
expend $6,000,000 on the exploration and/or development of the Properties on or before
the fifth (5th) anniversary of the Option Agreement; |
(b) | In order to earn an additional 20% undivided interest in the Properties (for an
aggregate total of 60%,) the Company must expend $4,500,000 on the exploration and/or
development of the Properties and issue 5,000,000 post-split shares of Company common
stock to Mr. Hennis and/or San Juan on or before the seven and a half (7.5) anniversary
of the Option Agreement. |
(c) | In order to earn an additional 20% undivided interest in the Properties (for an
aggregate total of 80%,) the Company must expend an additional $4,500,000 on the
exploration and/or development of the Properties and issue an additional 5,000,000
post-split shares of Company common stock to Mr. Hennis and/or San Juan on or before
the tenth (10th) anniversary of the Option Agreement. |
(a) | $50,000 cash payment to Mr. Hennis/San Juan within 30 days of the effective
date; |
(b) | $100,000 cash payment to Mr. Hennis/San Juan on or before the first anniversary
of the effective date of the Option Agreement; |
(c) | $200,000 cash payment to Mr. Hennis/San Juan on or before the second
anniversary of the effective date of the Option Agreement; and |
(d) | On or before the third anniversary of the effective date of the Option
Agreement, and annually thereafter up to and including the tenth anniversary of the
effective date, the Company is to pay Mr. Hennis/San Juan 100 troy ounces of gold
contained in gold dore (or an equivalent amount of cash), but only if the Company is
successful in acquiring the Pride of the West Mill located in Howardsville, Colorado
and the Mill operated during any part of the year in which the payment is due. |
4
(a) | Salary of $8,000 per month for the first six months upon which the Company’s
Board of Directors is to review Mr. Hennis’ compensation package and increase his
salary to a minimum of $8,500 a month. Thereafter, Mr. Hennis’ salary may be increased
or reduced from time to time at the sole discretion of the Board of Directors provided
that his salary may not be reduced by more than ten percent (10%) below the $8,500. |
(b) | An automobile allowance of $350 per month plus mileage reimbursement at the IRS
standard rate. |
(c) | Reasonable expense reimbursement for out-of-pocket expenses incurred in
connection with the performance of his duties on behalf of the Company. |
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(d) | Separation pay in accordance with the following provisions: |
• | Termination by Company for Convenience: Mr. Hennis is to receive
one month of Base Compensation for each year of service as an employee or
officer of the Company. |
• | Resignation Within Ninety (90) Days Following Change of Control:
Mr. Hennis is to receive one month of Base Compensation for each year of
service as an employee or officer of the Company. In addition: |
(i) | any stock options shall vest immediately; |
(ii) | all of his shares of Company stock shall be promptly
registered with the Securities and Exchange Commission if not already
freely tradeable without restriction; and |
(iii) | bonuses, if any, remaining unpaid (or unvested) for the period
in which the resignation occurs shall be paid (or vested) immediately,
regardless of his performance status. |
• | Termination upon Expiration of Agreement Without Renewal or
Extension: Mr. Hennis is to receive one month of Base Compensation for
each year of service as an employee or officer of the Company. |
• | Death of Hennis: Mr. Hennis’ estate is to receive one month of
salary for each year of service by Mr. Hennis as an employee or officer of the
Company. |
• | For purposes of the separation pay provisions, the term “Base Compensation”
consists of salary at the rate in effect at the time of termination and
continued participation in other Company sponsored plans, such as group health
insurance plan, continued life insurance coverage and access at the Mr. Hennis’
expense (subject to the eligibility and participation requirements) to
continued insurance coverage for disability, accidental death, and other
specialty coverages through insurance plans as the Company may make available
for its other employees. |
5
(e) | A stock option to purchase up to 300,000 shares of Company common stock with an
exercise price equal to the fair market value of the stock as of the date of grant
pursuant to a stock option plan. In addition, the Company has agreed to register the
shares underlying such plan and options with the Securities and Exchange Commission. |
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(f) | Fifteen paid vacation/personal days. |
(g) | Participation in such other employee benefits as the Company may elect to
provide to employees, such as health insurance and pension/profit sharing plans. |
(a) | termination of the Mineral Rights underlying the Properties; |
(b) | complete reclamation and restoration of the Properties according to the
standards prescribed in a development plan to be agreed upon by the parties and
approval of such reclamation by state and/or federal authorities which have
jurisdiction over such reclamation; |
(c) | termination of the Option Agreement before the Company exercises its first
option to acquire a 40% undivided mineral interest in the Properties; |
(d) | failure of the Company to pay the property taxes on the Property and any
related penalties or interest within 120 days after such taxes are due and payable; or |
(e) | 25 years from June 17, 2007. |
(2) | Executive Employment Agreement dated June 14, 2007. |
(3) | Stock Purchase Agreement
between Gary Schellenberg and Todd Hennis, dated June 14, 2007. |
(4) | Surface Use Agreement — Mining Operations dated June 22, 2007 |
6
Date |
/s/ Todd C. Hennis |
Signature |
7
Exhibit No. | Description | |
(1) |
Option Agreement — Gold King, Mayflower, and Mogul Properties dated June 17, 2007. | |
(2) |
Executive Employment Agreement dated June 14, 2007. | |
(3) |
Stock Purchase Agreement between Gary Schellenberg and Todd Hennis, dated June 14, 2007. | |
(4) |
Surface Use Agreement — Mining Operations dated June 22, 2007 |
8
This ‘SC 13D’ Filing | Date | Other Filings | ||
---|---|---|---|---|
2/28/09 | 10-Q, NT 10-Q | |||
Filed on: | 6/27/07 | 8-K/A | ||
6/26/07 | 3, 8-K | |||
6/22/07 | 8-K | |||
6/17/07 | 8-K | |||
6/14/07 | 3, 4 | |||
List all Filings |