Attached files
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): MARCH 2, 2011
AMERICAN PARAMOUNT GOLD CORP.
(Exact name of registrant as specified in its charter)
NEVADA 333-138148 20-5243308
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
130 KING ST. WEST SUITE 3670 TORONTO, ONTARIO CANADA M5X 1A9
(Address of principal executive offices) (Zip Code)
(416) 214-5640 EXT. 222
Registrant's telephone number, including area code
N/A
(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:
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On March 2, 2011, we cancelled 5,400,000 stock options previously granted on
October 6, 2010 to various directors, officers, and consultants of the Company
pursuant to our 2010 Stock Plan. The cancelled options constituted all of the
active stock options of the Company as at the cancellation date and were
variably exercisable for a term of 2 or 5 years at an exercise price of $0.68
per share. The cancellations were made in accordance with cancellation
agreements between the Company and the respective option holders described in
the table below.
Also on March 2, 2011, we granted 5,150,000 stock options to the officers,
directors, and consultants of the Company described below in accordance with our
2010 Stock Option Plan. We issued the stock options to six (6) non-U.S. persons
(as that term is defined in Regulation S of the Securities Act of 1933), in an
offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933 and to three (3) U.S. persons (as that term is defined in
Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation
D of the Securities Act of 1933.
Exercise Total Number
Name and Title of Vesting Price Per of Options
Option Recipient Grant Date Expiry Date Commencement Date Shares Granted
---------------- ---------- ----------- ----------------- ------ -------
J. Trevor Eyton, March 2, 2011 March 2, 2016 March 2, 2011 $0.12 1,000,000
Director
Hugh Aird, President, March 2, 2011 March 2, 2016 March 2, 2011 $0.12 1,000,000
CEO and Director
Wayne Parsons, former March 2, 2011 March 2, 2016 March 2, 2011 $0.12 1,000,000
President, CEO, CFO
and current Director
Steve Cook, Consultant March 2, 2011 March 2, 2016 March 2, 2011 $0.12 500,000
Leland Verner, March 2, 2011 March 2, 2016 March 2, 2011 $0.12 500,000
former Director
H. Neville Rhoden, March 2, 2011 March 2, 2016 March 2, 2011 $0.12 500,000
Director
Ann M. Dumyn, CFO, March 2, 2011 March 2, 2016 March 2, 2011 $0.12 500,000
Secretary, Treasurer
Dan Gravelle, March 2, 2011 March 2, 2013 March 2, 2011 $0.12 75,000
former sole officer
and Director
Peter Jenks, former March 2, 2011 March 2, 2013 March 2, 2011 $0.12 75,000
Director ---------
Total 5,150,000
=========
We carried out the cancellation and issuance of the options in order to provide
incentive compensation to our officers, directors and consultants that is
reflective of the current market value of the Company's common stock. The option
exercise price of $0.12, determined pursuant to the Company's 2010 Stock Option
Plan, was the closing price of the Company's common stock as quoted on the OTC
Bulletin Board under the symbol "AGPA.OB" on March 1, 2011.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 2010 Stock Option Plan
10.2 Form of Stock Option Agreement
10.3 Form of Option Cancellation Agreement
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.
AMERICAN PARAMOUNT GOLD CORP.
/s/ Hugh Aird
----------------------------------------
Hugh Aird
President and Director
Date: March 7, 2011
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