Canyon Resources Corp - Current report filing (8-K)
24 January 2008 - 2:30AM
Edgar (US Regulatory)
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): January 23, 2008
CANYON RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-11887
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84-0800747
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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14142 Denver West Parkway, Suite 250
Golden, Colorado 80401
(Address of principal executive offices) (Zip Code)
(303) 278-8464
(Registrants telephone number, including area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01 OTHER EVENTS.
On January 23, 2008, Canyon Resources Corporation, a Delaware corporation (Canyon Resources)
announced that it will hold a special meeting of its stockholders to consider and approve the
previously announced Agreement and Plan of Merger by and among Atna Resources Ltd., a corporation
incorporated under the laws of the Province of British Columbia (Atna), Arizona Acquisition Ltd.,
a wholly owned subsidiary of Atna, and Canyon Resources. The special meeting will be held on March
6, 2008 at 3:00 p.m., Mountain Time, at Table Mountain Inn located at 1310 Washington Avenue,
Golden, Colorado. Stockholders of record on January 18, 2008 will be entitled to vote at the
special meeting.
On January 23, 2008, Canyon Resources issued a press release regarding the special meeting. A copy
of that press release is attached hereto as Exhibit 99.1.
In connection with the proposed transaction, Atna and Canyon have filed relevant materials with the
SEC, including the filing by Atna with the SEC of a Registration Statement on Form F-4 on January
17, 2008 (the Registration Statement), which includes a prospectus and related materials to
register the common shares of Atna to be issued in exchange for Canyon common stock in the merger.
The Registration Statement incorporates a proxy statement/ prospectus (the Proxy
Statement/Prospectus) that Canyon plans to mail to its stockholders in connection with obtaining
approval to the proposed merger. The Registration Statement and the Proxy Statement/Prospectus
contain important information about Canyon, Atna, the transaction and related matters. Investors
and security holders are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully. Investors and security holders may obtain free copies of the
Registration Statement and the Proxy Statement/Prospectus and other documents filed with the SEC by
Canyon and Atna through the web site maintained by the SEC at www.sec.gov.
Canyon and its directors and executive officers also may be deemed to be participants in the
solicitation of proxies from the stockholders of Canyon in connection with the transaction
described herein. Information regarding the special interests of these directors and executive
officers in the transaction described herein is included in the Proxy Statement/Prospectus
described above. Additional information regarding these directors and executive officers is also
included in Canyons annual report on Form 10-K, which was filed with the SEC on March 2, 2007.
This document is available free of charge at the SECs web site at www.sec.gov. Atna and its
directors and executive officers may be deemed to be participants in the solicitation of proxies
from the stockholders of Canyon in connection with the transaction described herein. Information
regarding the special interests of these directors and executive officers in the transaction
described herein is included in the Proxy Statement/Prospectus described above. Additional
information regarding these directors and executive officers is also included in Atnas Form 20-F
filed with the SEC on June 30, 2007, as amended on January 4, 2008. This document is available
free of charge at the SECs web site at www.sec.gov.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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99.1
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Canyon Resources Corporation news release PR08-01 dated January 23, 2008.
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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 thereunto duly authorized.
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CANYON RESOURCES CORPORATION
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Date: January 23, 2008
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By:
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/s/ David P. Suleski
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David P. Suleski
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Vice President and Chief Financial Officer
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Exhibit Index
99.1
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Canyon Resources Corporation news release PR08-01 dated January 23, 2008.
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