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Date
of Report (Date of earliest event reported)
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August
8, 2007
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ATLAS
MINING COMPANY
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(Exact
name of registrant as specified in its charter)
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Idaho
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000-31380
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82-0096527
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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630
East Mullan Avenue, Osburn, Idaho
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83849
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(Address
of principal executive offices)
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(Zip
Code)
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(208)
556-1181
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Issuer's
telephone number, including area code
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N/A
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(Former
name or former address, if changed since last
report.)
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230-425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240-14a-12)
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[
]
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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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[
]
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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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This
Form 8-K and other reports filed by Registrant from time to
time with the Securities and Exchange Commission (collectively
the "Filings") contain or may contain forward looking statements and
information that are based upon beliefs of, and information currently
available to, Registrant's management as well as estimates
and assumptions made by Registrant's management. When used
in the filings the words
"anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and
similar expressions as they relate to Registrant or Registrant's
management identify forward looking statements. Such
statements reflect the current view of Registrant with respect to
future events and are subject to risks, uncertainties, assumptions
and other factors relating to Registrant's industry, Registrant's
operations and results of operations and any businesses that may be
acquired by Registrant. Should one or more of these risks
or uncertainties materialize, or should the underlying assumptions
prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or
planned.
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Although
Registrant believes that the expectations reflected in the forward
looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the
United States, Registrant does not intend to update any of
the forward-looking statements to conform these statements to actual
results.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
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(a)
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Effective
as of August 8, 2007, in conjunction with the appointment of John
Gaensbauer as the new Executive Vice President of Business Development
of
Atlas Mining Company (the “Company”) discussed below, Ms. Marqueta
Martinez, who had been severing as the Company’s Corporate Secretary, will
no longer serve in such capacities.
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(b)
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On
August 8, 2007, the Company entered into a three-year Employment
Agreement
with John Gaensbauer pursuant to which Mr. Gaensbauer will serve
as the
Company’s Executive Vice President of Business Development. In
addition, Mr. Gaensbauer has been elected as the Company’s Corporate
Secretary.
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Pursuant
to the terms of the Employment agreement, Mr. Gaensbauer will be
paid a
minimum base salary of $200,000 per year. Mr. Gaensbauer will
also receive a stock bonus of 250,000 shares of the Company’s common
stock, of which 100,000 shares shall vest on August 8, 2007, 100,000
shares shall vest on August 8, 2008, and 50,000 shares shall vest
on
August 8, 2009. In addition, Mr. Gaensbauer received an option
to purchase 1,250,000 shares of common stock which may be included
in the
Company’s option plans in the future. 500,000 shares shall vest
on August 8, 2007, 500,000 shares shall vest on August 8, 2008
and 250,000
shares shall vest on August 8, 2009. The exercise price of such
option is $2.35 per share, the closing sale price of the common
stock on
the OTCBB on August 8, 2007.
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If
the Company terminates the Employment Agreement prior to its expiration
(except for theft or fraud against the Company), Mr. Gaensbauer
will
receive a payment equal to two years of his annual base
compensation. Upon a change of control of the Company (as defined in
the Employment Agreement), Mr. Gaensbauer will receive two years
of his
annual base compensation, and any unvested options that Mr. Gaensbauer
holds will vest within 15 days of the closing date of the change
of
control event.
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Prior
to joining Atlas, Mr. Gaensbauer provided strategic finance, corporate
marketing and investor relations consulting services to mining
and mineral
development companies through his company, BOC Advisors
LLC. Until January 2007, Mr. Gaensbauer was an executive at
Newmont Mining Corporation, where he most recently served as Group
Executive, Investor Relations. Prior to heading Newmont’s
investor relations group, Mr. Gaensbauer served as in-house counsel
to
Newmont, managing the legal affairs and transactions for Newmont’s West
African, Central Asian and European operations. Mr. Gaensbauer
also served as U.S. in-house counsel for Newmont’s Treasury Group and
Newmont Capital, Newmont’s in-house merchant banking unit. In
that capacity, Mr. Gaensbauer played key roles in various multi-million
dollar, sales, acquisition, and financing transactions. Mr.
Gaensbauer was also the co-negotiator and principle author of Newmont’s
long-term fiscal stability agreement with the Government of the
Republic
of Ghana, which was unanimously approved by Ghana’s Parliament on December
18, 2003. Prior to joining Newmont, Mr. Gaensbauer practiced
corporate and transactional law in the Business and Finance Group
of
Ballard Spahr Andrews & Ingersoll, LLP. Mr. Gaensbauer
holds a Bachelor of Arts degree from Cornell University, a Juris
Doctorate
from the University of Denver, College of Law, where he graduated
Order of
St. Ives, and a Masters in Finance from the University of Denver,
Daniels
College of Business.
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A
copy of Mr. Gaensbauer’s Employment Agreement is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated by reference
herein.
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(c)
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On
August 8, 2007, the Company entered into a three-year Employment
Agreement
with Barbara Suveg pursuant to which Ms. Suveg will serve as the
Company’s
Chief Financial Officer.
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Pursuant
to the terms of the Employment agreement, Ms. Suveg will be paid
a minimum
base salary of $168,000 per year. Ms. Suveg received an option
to purchase 250,000 shares of common stock which may be included in the
Company’s option plans in the future. 100,000 shares shall vest
on August 8, 2007, 100,000 shares shall vest on August 8, 2008
and 50,000
shares shall vest on August 8, 2009. The exercise price of such
option is $2.35 per share, the closing sale price of the common
stock on
the OTCBB on August 8, 2007.
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If
the Company terminates the Employment Agreement prior to its expiration
(except for theft or fraud against the Company), Ms. Suveg will
receive a
payment equal to two years of her annual base compensation. Upon a
change of control of the Company (as defined in the Employment
Agreement),
Ms. Suveg will receive two years of her annual base compensation,
and any
unvested options that Ms. Suveg holds will vest within 15 days
of the
closing date of the change of control
event.
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Prior
to her tenure with the Company, Ms. Suveg provided accounting and
tax
services to individual and corporate clients, primarily in the
mining,
construction and contracting industries. Ms. Suveg has also
worked in public accounting as an auditor of reporting companies,
corporate income tax preparation and consulting, and financial
statement
compilation and review. In private industry, Ms. Suveg was the
controller for Cooks, Inc., a post frame construction contractor
located
in north Idaho. In addition, she has worked with several small
businesses with internal accounting and record keeping, documentation
and
implementation of policies and procedures, and assisted business
owners
with obtaining financing to expand business functions. Ms. Suveg
teaches
at North Idaho College as adjunct faculty in accounting. Ms.
Suveg holds a Bachelor of Science degree from Lewis-Clark State
College, a
Masters in Accounting from the University of Phoenix, and holds
a
Certified Public Accountant license in the state of
Idaho.
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A
copy of Ms. Suveg’s Employment Agreement is filed as Exhibit 99.2 to this
Current Report on Form 8-K and is incorporated by reference
herein.
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Item
5.05
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Amendments
to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code
of Ethics
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(d)
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On
August 8, 2007, the Company’s Board of Directors approved and ratified a
revised Code of Ethics for the Company and its personnel. The
newly adopted Code of Ethics expands the Code to apply to all employees
of
the Company. In addition, it also expands the depth and breadth
of actions that fall under the Code of
Ethics.
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A
copy of the newly ratified Code of Ethics for the Company is filed
as
Exhibit 99.3 to this Current Report on Form 8-K and is incorporated
by
reference herein.
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Item
8.01
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Other
Events
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(e)
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On
August 8, 2007, the Company’s Board of Directors approved and adopted
internal policies with regards to Regulation FD and Investor
Relations. Specific to these policies are the express
instructions as to the methods as to the release of information
to the
public, and internal/external communications. The purpose of
such policy is to ensure that internal information is properly
disseminated to the public through consistent means and appropriate
channels, and to clarify the position of the Board as to the seriousness
of any information shared with the
public.
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A
copy of the newly adopted Communications Policy is filed as Exhibit
99.4
to this Current Report on Form 8-K and is incorporated by reference
herein.
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ATLAS
MINING COMPANY
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(Registrant)
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Date
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August
14, 2007
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/s/
ROBERT L. DUMONT
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By: Robert
L. Dumont
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Chief
Executive Officer and President
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