UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-A
For
Registration of Certain Classes of Securities Pursuant to Section 12(b) or
(g) of the Securities Exchange Act of 1934
APOLLO
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
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Yukon
Territory, Canada
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Not
Applicable
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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5655
South Yosemite Street, Suite 200
Greenwood
Village, Colorado
(Address
of principal executive offices)
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80111-3220
(Zip
Code)
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SECURITIES
TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
If
this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), please check the following box: x
If
this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), please check the following box: o
Securities
Act Registration Statement file number to which this form relates:
N/A
Securities
to be registered pursuant to Section 12(g) of the Act: None
EXPLANATORY
NOTE
The
Board
of Directors of Apollo Gold Corporation (the “Board”) adopted a shareholder
rights plan (the “Rights Plan”) effective January 17, 2007 (the “Effective
Date”) in order to ensure the fair treatment of shareholders in connection with
any take-over bid for common shares of Apollo Gold Corporation (the
“Company”). The Rights Plan was not adopted in response to any proposal to
acquire control of the Company.
For
those
interested in the specific terms of the Shareholder
Rights
Plan Agreement as made between the Company and CIBC Mellon Trust Company, as
Rights Agent, dated January 17, 2007, we provide the following summary
description. Please note, however, that this description is only a
summary, is not complete and should be read together with the entire
Shareholder
Rights
Plan Agreement, which has been filed as an exhibit to this Registration
Statement on Form 8-A.
ITEM
1. DESCRIPTION
OF REGISTRANT’S SECURITIES TO BE REGISTERED
PURPOSE
OF RIGHTS PLAN
The
primary objective of the Rights Plan is to (a) provide shareholders with
adequate time to properly assess a take-over bid without undue pressure and
(b)
provide the Board with more time to fully consider an unsolicited take-over
bid,
and, if applicable, to explore other alternatives to maximize shareholder
value.
SUMMARY
OF RIGHTS PLAN
Issue
of Rights
The
Company issued one right (a “Right”) in respect of each common share outstanding
at 5:00 p.m. (Toronto time) on January 17, 2007 (the “Record Time”). The
Company will issue Rights on the same basis for each common share issued after
the Record Time but prior to the earlier of the Separation Time and the
Expiration Time (both defined below).
Rights
Certificates and Transferability
Before
the Separation Time, the Rights will be evidenced by certificates for the common
shares which are not transferable separate from the common shares. From
and after the Separation Time, the Rights will be evidenced by separate rights
certificates which will be transferable separate from and independent of the
common shares.
Exercise
of Rights
Rights
are not exercisable before the Separation Time. After the Separation Time
and before the Expiration Time, each Right entitles the holder to acquire one
common share for the exercise price of $100 (subject to certain antidilution
adjustments, the “Exercise Price”). This Exercise Price is expected to be
in excess of the estimated maximum value of the common shares during the term
of
the Rights Plan. Upon the occurrence of a Flip-In Event (defined below)
prior to the Expiration Time (defined below), each Right (other than any Right
held by an “Acquiring Person,” which will become null and void as a result of
such Flip-In Event) may be exercised to purchase that number of common shares
which have an aggregate Market Price equal to twice the Exercise Price of the
Rights for a price equal to the Exercise Price. Effectively, this means a
shareholder of the Company (other than the Acquiring Person) can acquire
additional common shares from treasury at half their Market Price.
Definition
of “Acquiring Person”
Subject
to certain exceptions, an Acquiring Person is a person who is the Beneficial
Owner (defined below) of 20% or more of the outstanding common
shares.
Definition
of “Beneficial Ownership”
A
person
is a Beneficial Owner if such person or its affiliates or associates or any
other person acting jointly or in concert owns the securities in law or equity,
or has the right to acquire (immediately or within 60 days) the securities
upon
the exercise of any convertible securities or pursuant to any agreement,
arrangement or understanding.
However,
a person is not a Beneficial Owner under the Rights Plan where:
(a) the
securities have been deposited or tendered pursuant to a takeover bid, unless
those securities have been taken up or paid for; or
(b) such
person (including a fund manager, trust company, pension fund administrator,
trustee or nondiscretionary client accounts of registered brokers or dealers)
is
engaged in the management of mutual funds or investment funds for others, as
long as that person:
(i) holds
those common shares in the ordinary course of its business for the account
of
others;
(ii) is
not making a take-over bid or acting jointly or in concert with a person who
is
making a takeover bid; or
(iii) such
person is a registered holder of securities as a result of carrying on the
business of or acting as a nominee of a securities depository.
Definition
of “Separation Time”
Separation
Time occurs on the eighth trading day after the earlier of:
(a) the
first date of public announcement that a person has become an Acquiring Person;
and
(b) the
date of the commencement or announcement of the intent of a person to commence
a
take-over bid (other than a Permitted Bid or a Competing Permitted Bid) or
such
later date as determined by the Board.
Definition
of “Expiration Time”
Expiration
Time occurs on the date being the earlier of
(a) the
time at which the right to exercise Rights is terminated under the terms of
the
Rights Plan; and
(b) the
fifth anniversary of the date of the Rights Plan.
Definition
of a “Flip-In Event”
A
Flip-In
Event occurs when a person becomes an Acquiring Person provided the Flip-In
Event is deemed to occur at the close of business on the tenth day (or such
earlier date as determined by the Board) after the Share Acquisition Date (as
defined in the Rights Plan). Upon the occurrence of a Flip-In Event, any
Rights that are beneficially owned by an Acquiring Person or any of its related
parties to whom the Acquiring Person has transferred its Rights will become
null
and void as a result of which the Acquiring Person’s investment in the Company
will be greatly diluted if a substantial portion of the Rights are exercised
after a Flip-In Event occurs.
Definition
of “Permitted Bid”
A
Permitted Bid is a take-over bid made by a person (the “Offeror”) pursuant to a
take-over bid circular that complies with the following conditions:
(a) the
bid is made to all registered holders of common shares (other than common shares
held by the Offeror), and for all common shares (other than the common shares
held by the Offeror);
(b) the
Offeror agrees that no common shares will be taken up or paid for under the
bid
for at least 60 days following the commencement of the bid and that no common
shares will be taken up or paid for unless at such date more than 50% of the
outstanding common shares held by shareholders other than the Offeror and
certain related parties have been deposited pursuant to the bid and not
withdrawn;
(c) the
Offeror agrees that the common shares may be deposited to and withdrawn from
the
take-over bid at any time before such common shares are taken up and paid for;
and
(d) if,
on the date specified for take-up and payment, the condition in paragraph (b)
above is satisfied, the bid shall remain open for an additional period of at
least 10 business days to permit the remaining shareholders to tender their
common shares.
Definition
of “Competing Permitted Bid”
A
Competing Permitted Bid is a take-over bid that:
(a) is
made while another Permitted Bid is in existence; and
(b) satisfies
all the requirements of a Permitted Bid except that the common shares under
a
Competing Permitted Bid may be taken up on the later of 35 days after the date
of the take-over bid was made and 60 days after the earliest date on which
any
other Permitted Bid that was then in existence was made.
Redemption
of Rights
The
Rights may be redeemed by the Board at its option with the prior approval of
the
shareholders at any time before a Flip-In Event occurs at a redemption price
of
$0.0001 per Right (subject to certain antidilution adjustments). In
addition, the Rights will be redeemed automatically in the event of a successful
Permitted Bid, Competing Bid or a bid for which the Board has waived the
operation of the Rights Plan.
Waiver
Before
a
Flip-In Event occurs, the Board may waive the application of the Flip-In
provisions of the Rights Plan to any prospective Flip-In Event that would occur
by reason of a take-over bid made by a take-over bid circular to all registered
holders of common shares. However, if the Board waives the Rights Plan
with respect to a particular bid, it will be deemed to have waived the Rights
Plan with respect to any other takeover bid made by take-over bid circular
to
all registered holders of common shares before the expiry of that first
bid. Other waivers of the “Flip-In” provisions of the Rights Plan will
require prior approval of the shareholders of the Company. The Board may
also waive the “Flip-In” provisions of the Rights Plan in respect of any Flip-In
Event provided that the Board has determined that the Acquiring Person became
an
Acquiring Person through inadvertence and has reduced its ownership to such
a
level that it is no longer an Acquiring Person.
Term
of the Rights Plan
Unless
otherwise terminated, the Rights Plan will expire on January 17,
2012.
Amending
Power
Except
for minor amendments to correct typographical errors and amendments to maintain
the validity of the Rights Plan as a result of a change of law, shareholder
or
rightsholder approval is required for amendments to the Rights
Plan.
Rights
Agent
The
Rights Agent is CIBC Mellon Trust Company.
Rightsholder
not a Shareholder
Until
a
Right is exercised, the holders thereof as such will have no rights as a
shareholder of the Company.
The
foregoing description of the Rights Plan does not purport to be complete and
is
qualified in its entirety by reference to the Rights Plan, which is attached
as
Exhibit 4.1 and incorporated herein by reference.
ITEM
2. EXHIBITS
4.1 Shareholder
Rights
Plan Agreement, dated January 17, 2007, between Apollo Gold Corporation and
CIBC
Mellon Trust Company (incorporated by reference to Exhibit 4.1 of the Company’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission
on
January 18, 2007).
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Date:
January 17, 2007.
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By: |
/s/ Melvyn
Williams |
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Name:
Melvyn Williams |
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Title:
Chief
Financial Officer and Senior Vice President - Finance and Corporate
Development
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