UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K /A
Amendment No. 1
(Mark One)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2013
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________to ___________
Commission file number 1-7602
Excalibur Industries
(Exact name of registrant as specified in its charter)
| Utah | 87-0292122 | |
| State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) |
| Post Office Box 650, Hibbing, Minnesota | 55746 | |
| (Address or principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (218) 262-6127
Securities registered pursuant to Section 12 (b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common Stock (par value $0.01 per share) | None |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES ¨ NO þ
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 ¨ NO þ
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ¨ NO þ
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.þ
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated files, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | þ |
| (Do not check if a smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ¨ NO þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. As of November 30, 2012, and as of the date of this report, there has been no bid or asked prices available, nor has there been any market for or trading of the Company’s stock for many years.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
(a)(b) & (e)
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Name
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Age
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Position
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Jay R. Mackie
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70
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President, Chief Executive Officer, and Chairman of Board of Directors
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Jack D. Powers
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88
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Vice President and Director
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Michael P. Johnson
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57
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Secretary, Treasurer, and Director
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Alan E. Nugent
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68
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Director
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John T. Morrow
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70
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Director
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Howard W. Hilshorst
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66
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Director
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Jay R. Mackie,President and Chief Executive Officer, Chairman of the Board of Directors
Mr. Mackie was elected to the Board of Directors and appointed to these positions in 2012. He graduated from St. Olaf College (B.A., 1964) and has 49 years of mining related experience in areas of exploration, mine engineering, mine operations, automated mine and maintenance systems, IT systems, marketing and greenfield project development. Employed by Reserve Mining Company in engineering and operations departments (1964-1986), Caterpillar Venture Corp. 1987 as a field engineer in area of automated mining and maintenance management systems, self-employed mining/management consultant 1988 to present, Cyprus Northshore Mining as Mine Manager (1989-1994), Cliffs Northshore Mining (1994-1997) as Mine Manager, Cleveland-Cliffs (1997-2002) as Manager of Special Projects and market development, Bending Lake Iron Corp. (2006-2009) as Project Manager, and Bending Lake Iron Group Ltd. (2009- 2012 ) as Chief Operating Officer and Director. Jay is a member of the Society for Mining, Metallurgy and Exploration (SME) and Canadian Institute of Mining (CIM).
Jack D. Powers, Vice President, Director
Mr. Powers obtained a B.A. Degree in Business and Accounting from the University of Minnesota and a B.S. in Mechanical Engineering from Michigan Technological University. He worked as a manager for Longyear Drilling Company, Boyles Brothers, and Joy for many years and as a self-employed drilling consultant.
Michael P. Johnson, Secretary and Treasurer, Director
Mr. Johnson was elected to serve in these positions in 2012. He graduated with a B.S. in Electrical Engineering from Lehigh University and was granted his Professional Engineers License in 1981. He has worked in the natural resource industry for 35 years; 25 years with Pickands Mather and Cleveland-Cliffs and 10 years for various engineering firms and junior miners as an independent consultant. Mr. Johnson is a long standing member of the Society for Mining, Metallurgy and Exploration (SME) and a member of the Canadian Institute of Mining (CIM).
Alan E. Nugent, Director
Mr. Nugent is a partner and founder of the Salt Lake City based The Foresight Group LLC. He has been actively engaged in the financial services industry for 36 years, licensed and doing business in eight states. Mr. Nugent obtained his B.S. Degree in Geography from the University of Utah in 1968.
John T. Morrow, Director
Mr. Morrow is a CPA and private investor. He served at the Chicago office of the Securities and Exchange Commission from 1987 through 2006. Mr. Morrow attended Loyola University Chicago to obtain an Accounting degree and has worked for Arthur Anderson, American Cyanamid, Touche Ross, a Wall Street bank subsidiary of CIT, and was Audit Manager of an industrial gas subsidiary of Houston Natural Gas. He also served 27 years in the Navy/Army Reserves.
Howard W. Hilshorst, Director
Mr. Hilshorst has Bachelor (1970) and Master (1972) Degrees in Metallurgical Engineering from Michigan Technological University, and has more than thirty-five years of leadership experience in the mining industry. Most recently he served as President and CEO of Superior Mineral Resources LLC (“SMR”). On October 1, 2012, Mr. Hilshorst retired from SMR becoming an independent management consultant. Formerly he served as Executive Vice President of Minnesota Steel Industries LLC and as President and CEO of EVTAC Mining, a 5 million ton iron ore mining and pellet plant operation in northeastern Minnesota. Mr. Hilshorst has also held various management positions at three other iron ore mines in northeastern Minnesota, as well as copper producing mines in Michigan and Arizona. He is a member of the Society for Mining, Metallurgy and Exploration (SME).
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(c) Excalibur has no employees.
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(d)
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There are no family relationships between any Excalibur Director and Executive Officer or nominee for Director.
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(f)
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We are not aware of any of our executive officers or directors being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set forth under Item 401 of Regulation S-A with the exception of the following matter:
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•
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Howard W. Hilshorst was President and CEO of Eveleth Mines LLC and a Director of Thunderbird Mining Company, a wholly owned subsidiary of Eveleth Mines LLC which did business under the name of EVTAC Mining (“EVTAC”). EVTAC produced taconite pellets which supplied the iron ore needed for the production of iron and steel. Eveleth Mines LLC was owned by Rouge Steel (45%), AK Steel (40%) and Stelco (15%). EVTAC’s business arrangement was to sell pellets to owners. On January 1, 2003, Rouge Steel elected to purchase pellets from another source, Cleveland-Cliffs Inc., and AK Steel switched most of its pellet requirements to Iron Ore Co. of Canada. Stelco’s contract with EVTAC expired on May 14, 2003 and was renewed at a much lower requirement. Eveleth Mines LLC filed for a Chapter 11 Bankruptcy protection in the United States District Court for the district of Minnesota on May 1, 2003 citing loss of the bulk of its contract business and Thunderbird Mining Company filed for Chapter 11 Bankruptcy protection on May 15, 2003 in the same court. The cases were later consolidated by the Minnesota District Court on May 15, 2003. On May 15, 2003, Thunderbird Mining Company laid off substantially all of its employees. During the spring and through the late summer of 2003, Howard Hilshorst had frequent contact with Laiwu Steel Group, Ltd. (“Laiwu”) either to secure sales contracts with Laiwu, or alternatively sell EVTAC’s assets to Laiwu. On October 8, 2003, representatives of Cleveland-Cliffs, Inc. and Laiwu Steel Group, Ltd. made a joint offer to purchase EVTAC’s assets. On November 14, 2003, Cleveland-Cliffs, Inc. and Laiwu filed a draft asset purchase agreement with the Bankruptcy Court under which EVTAC’s taconite business would become United Taconite, LLC. On November 16, 2003, Thunderbird Mining Company’s Chapter 11 Bankruptcy was converted to a Chapter 7 Bankruptcy and on November 25, 2003, the United States Bankruptcy Court approved the sale of all of EVTAC’s operating assets and on December 1, 2003 the sale was closed. In accordance with United Steel Workers Settlement Agreement with EVTAC on the same date, EVTAC permanently laid off all of its employees except three members of management and through December 2003, United Taconite LLC hired substantially all of such employees under terms of a new collective bargaining agreement between United Steel Workers and United Taconite LLC. Howard Hilshorst resigned as an officer of Eveleth Mines LLC and as a director of Thunderbird Mining Company on April 4, 2004.
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SIGNATURE
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.
Registrant Excalibur Industries
By /s/ Jay R.Mackie August 26, 2015
Jay R. Mackie Date
President, Chief Executive Officer (Principal Executive Officer)
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