SEC Company Response from UNITED STATES ANTIMONY CORP (UAMY) (CIK 0000101538) (UAMY) — Mar 6, 2013
UNITED STATES ANTIMONY CORP (UAMY) (CIK 0000101538)
Date: March 6, 2013 · CIK: 0000101538 · Accession: 0001354488-13-001005
AI Filing Summary & Sentiment
File numbers found in text: 001-08675
Letter
UNITED STATES ANTIMONY CORPORATION Securities and Exchange Commission United States Antimony Corporation December 31, 2011 Filed January 8, 2013 Response submitted February 19, 2013 File No. 001-08675
Dear Sirs:
Set forth below is our response to your comment letter of February 27, 2013, requesting that we amend our 2011 10K filing, or, if appropriate, provide additional information per our 2011 10K filing.
Amendment No. 1 to form 10K for Fiscal Year Ended December 31, 2011
Response to Item11, Executive Compensation, page 31
1) The company does not have any outstanding grants of plan based awards.
2) The following table will be included in our amended 2011 10K:
Outstanding Equity Awards at
Fiscal Year End
Number of Securities Underlying
Unexercised Options
Number of Securities
Average
Exercise
Option
Exercise
Underlying Unexercised
Name
Unearned Options
Price
Dates
Exercisable
Unexercisable
#
#
John C. Lawrence
250,000
$ 0.40
None
(Chairman of the Board Of
Directors and Chief Executive Office)
Summary Compensation Table, Page 31
We will amend the summary compensation table required by Item 402(n) as follows:
Name and Principal Position
Year
Salary
Bonus
Other Annual Compensation (1)
Restricted Options/Awards (2)
All Other Compensation
Total
John C. Lawrence, President and Chief Executive Officer
$ 126,000
$102,500
$100,000
N/A
$ 5,538
$5,538
$5,538
$ 40,001
$13,520
$6,500
None
$
$121,558
$112,038
Russell Lawrence, Vice President for Latin America
$ 85,000
$85,000
$85,000
N/A
$ 40,001
$13,520
$6,500
None
$ 125,001
$98,520
$91,500
(1)
Represents earned but unused vacation.
(2)
These figures represent the fair values, as of the date of issuance, of the annual director's fees paid in the form of shares of USAC's common stock.
Compensation for all executive officers, except for the President/CEO position, is recommended to the compensation committee of the Board of Directors by the President/CEO. The compensation committee makes the recommendation for the compensation of the President/CEO. The compensation committee has identified a peer group of mining companies to aid in reviewing the President’s compensation recommendations for executives, and for reviewing the compensation of the President/CEO. The full Board approves the compensation amounts recommended by the compensation committee. Currently, the executive managements’ compensation only includes base salary and health insurance. The Company does not have annual performance based salary increases, long term performance based cash incentives, deferred compensation, retirement benefits, or disability benefits.
For 2011, the compensation committee reviewed the President’s salary, and determined that in comparison to other chief executives in the same industry and similar size companies, he was not adequately compensated. It was determined by the compensation committee to raise the President’s base salary to $126,000 annually.
Two executive officers, the President/CEO and the Vice-President for the Latin American Operations, received restricted stock awards for their services as Board members.
See amended disclosure in table above; sentence with “no executive officer received stock awards for their services as a company officer/executive for the years 2009 thru 2011” will be deleted
Neither Russell Lawrence nor John Gustaven received compensation in excess of $100,000 in any year, and are therefore not included in the summary compensation table, except that Russell Lawrence is included as having received stock as compensation for services as a member of the Board of Directors.
Response - Security Ownership of Certain Beneficial Owners and Management, page 31
We will add a column to the table of beneficial stock ownership to disclose percent of ownership all voting shares. In addition, since there are no Series A Preferred Shares outstanding, the reference to them has been removed. The following is the amended table:
Title of Class
Name and Address of Beneficial Owner(1)
Amount and Nature of Beneficial Ownership
Percent of
Class(1)
Percent of
all Voting
Common stock
Reed Family Limited Partnership
3,918,335
328 Adams Street
Milton, MA 02186
Common stock
The Dugan Family
6,362,927
(3)
c/o A. W. Dugan
1415 Louisiana Street, Suite 3100
Houston, TX 77002
Series B Preferred
Excel Mineral Company
750,000
(5)
PO Box 3800
Santa Barbara, CA 93130
Series C Preferred
Richard A. Woods
48,305
(4)
59 Penn Circle West
Penn Plaza Apts
Pittsburgh, PA 15206
Series C Preferred
Dr. Warren A. Evans
48,305
(4)
Nil
69 Ponfret Landing Road
Brooklyn, CT 06234
Series C Preferred
Edward Robinson
32,203
(4)
Nil
1007 Spruce Street 1st Floor
Philadelphia, PA 19107
Series C Preferred
All Series C Preferred Shareholders as a group
177,904
(4)
Nil
Common stock
John C. Lawrence
4,103,653
(2)
Common stock
Pat Dugan
156,000
Nil
Nil
Common stock
Russ Lawrence
156,000
Nil
Nil
Common stock
Leo Jackson
292,000
Nil
Nil
Common stock
Gary Babbitt
134,167
Nil
Nil
Common stock
Daniel Parks
4,500
Nil
Nil
Common stock
All directors and executive officers as a group
4,846,320
Series D Preferred
John C. Lawrence
1,590,672
(4)
Series D Preferred
Leo Jackson
102,000
Nil
Series D Preferred
All Series D Preferred Shareholders as a group (3 persons)
1,751,005
(4)
1) Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of March 15, 2012, are deemed outstanding for computing the percentage of the person holding options or warrants but are not deemed outstanding for computing the percentage of any other person. Percentages are based on a total of 56,307,382 shares of common stock, 750,000 shares of Series B Preferred Stock, 177,904 shares of Series C Preferred Stock, and 1,751,005 shares of Series D Preferred Stock outstanding on March 15, 2012.
2)
Includes 3,801,653 shares of common stock and 250,000 stock purchase warrants. Excludes 183,324 shares owned by Mr. Lawrence's sister, as to which Mr. Lawrence disclaims beneficial owenrship.
3)
Includes shares owned by Al W. Dugan and shares owned by companies owned and controlled by Al W. Dugan. Excludes 183,333 shares owned by Lydia Dugan as to which Mr. Dugan disclaims beneficial owenership.
4)
The outstanding Series C and Series D perferred shares carry voting rights equal to the same number of shares of common stock.
5)
The outstanding Series B preferred shares carry voting rights only if the Company is in default in the payment of declared dividends. The Board of Directors has not declared any dividends as due and payable for the Series B preferred stock.
We acknowledge that we are responsible for the adequacy and accuracy of the disclosure in our filings of forms 10K and 10Q. We acknowledge that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with the filing of our forms 10K and 10Q. We acknowledge that we may not assert staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.
Sincerely,
Daniel L. Parks
Show Raw Text
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UNITED STATES ANTIMONY CORPORATION
POST OFFICE BOX 643
THOMPSON FALLS, MONTANA 59873-0643
406-827-3523
406-827-3543 FAX
tfl3543@blackfoot.net E-MAIL
March 5, 2013
Securities and Exchange Commission
Washington, D.C., 20549
Re:
United States Antimony Corporation
Amendment No. 1 to Form 10-K for Fiscal Year Ended
December 31, 2011
Filed January 8, 2013
Response submitted February 19, 2013
File No. 001-08675
Dear Sirs:
Set forth below is our response to your comment letter of February 27, 2013, requesting that we amend our 2011 10K filing, or, if appropriate, provide additional information per our 2011 10K filing.
Amendment No. 1 to form 10K for Fiscal Year Ended December 31, 2011
Response to Item11, Executive Compensation, page 31
1) The company does not have any outstanding grants of plan based awards.
2) The following table will be included in our amended 2011 10K:
Outstanding Equity Awards at
Fiscal Year End
Number of Securities Underlying
Unexercised Options
Number of Securities
Average
Exercise
Option
Exercise
Underlying Unexercised
Name
Unearned Options
Price
Dates
Exercisable
Unexercisable
#
#
John C. Lawrence
250,000
0
0
$
0.40
None
(Chairman of the Board Of
Directors and Chief Executive Office)
Summary Compensation Table, Page 31
We will amend the summary compensation table required by Item 402(n) as follows:
Name and Principal Position
Year
Salary
Bonus
Other Annual Compensation (1)
Restricted Options/Awards (2)
All Other Compensation
Total
John C. Lawrence, President and Chief Executive Officer
2011
2010
2009
$
126,000
$102,500
$100,000
N/A
$
5,538
$5,538
$5,538
$
40,001
$13,520
$6,500
None
$
171539
$121,558
$112,038
Russell Lawrence, Vice President for Latin America
2011
2010
2009
$
85,000
$85,000
$85,000
N/A
$
40,001
$13,520
$6,500
None
$
125,001
$98,520
$91,500
(1)
Represents earned but unused vacation.
(2)
These figures represent the fair values, as of the date of issuance, of the annual director's fees paid in the form of shares of USAC's common stock.
Compensation for all executive officers, except for the President/CEO position, is recommended to the compensation committee of the Board of Directors by the President/CEO. The compensation committee makes the recommendation for the compensation of the President/CEO. The compensation committee has identified a peer group of mining companies to aid in reviewing the President’s compensation recommendations for executives, and for reviewing the compensation of the President/CEO. The full Board approves the compensation amounts recommended by the compensation committee. Currently, the executive managements’ compensation only includes base salary and health insurance. The Company does not have annual performance based salary increases, long term performance based cash incentives, deferred compensation, retirement benefits, or disability benefits.
For 2011, the compensation committee reviewed the President’s salary, and determined that in comparison to other chief executives in the same industry and similar size companies, he was not adequately compensated. It was determined by the compensation committee to raise the President’s base salary to $126,000 annually.
Two executive officers, the President/CEO and the Vice-President for the Latin American Operations, received restricted stock awards for their services as Board members.
See amended disclosure in table above; sentence with “no executive officer received stock awards for their services as a company officer/executive for the years 2009 thru 2011” will be deleted
Neither Russell Lawrence nor John Gustaven received compensation in excess of $100,000 in any year, and are therefore not included in the summary compensation table, except that Russell Lawrence is included as having received stock as compensation for services as a member of the Board of Directors.
Response - Security Ownership of Certain Beneficial Owners and Management, page 31
We will add a column to the table of beneficial stock ownership to disclose percent of ownership all voting shares. In addition, since there are no Series A Preferred Shares outstanding, the reference to them has been removed. The following is the amended table:
Title of Class
Name and Address of Beneficial Owner(1)
Amount and Nature of Beneficial Ownership
Percent of
Class(1)
Percent of
all Voting
Common stock
Reed Family Limited Partnership
3,918,335
7
7
328 Adams Street
Milton, MA 02186
Common stock
The Dugan Family
6,362,927
(3)
11
11
c/o A. W. Dugan
1415 Louisiana Street, Suite 3100
Houston, TX 77002
Series B Preferred
Excel Mineral Company
750,000
(5)
100
1
PO Box 3800
Santa Barbara, CA 93130
Series C Preferred
Richard A. Woods
48,305
(4)
59 Penn Circle West
Penn Plaza Apts
Pittsburgh, PA 15206
Series C Preferred
Dr. Warren A. Evans
48,305
(4)
27
Nil
69 Ponfret Landing Road
Brooklyn, CT 06234
Series C Preferred
Edward Robinson
32,203
(4)
18
Nil
1007 Spruce Street 1st Floor
Philadelphia, PA 19107
Series C Preferred
All Series C Preferred Shareholders as a group
177,904
(4)
100
Nil
Common stock
John C. Lawrence
4,103,653
(2)
7
7
Common stock
Pat Dugan
156,000
Nil
Nil
Common stock
Russ Lawrence
156,000
Nil
Nil
Common stock
Leo Jackson
292,000
Nil
Nil
Common stock
Gary Babbitt
134,167
Nil
Nil
Common stock
Daniel Parks
4,500
Nil
Nil
Common stock
All directors and executive officers as a group
4,846,320
9
8
Series D Preferred
John C. Lawrence
1,590,672
(4)
91
3
Series D Preferred
Leo Jackson
102,000
5
Nil
Series D Preferred
All Series D Preferred Shareholders as a group (3 persons)
1,751,005
(4)
100
3
1)
Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of March 15, 2012, are deemed outstanding for computing the percentage of the person holding options or warrants but are not deemed outstanding for computing the percentage of any other person. Percentages are based on a total of 56,307,382 shares of common stock, 750,000 shares of Series B Preferred Stock, 177,904 shares of Series C Preferred Stock, and 1,751,005 shares of Series D Preferred Stock outstanding on March 15, 2012.
2)
Includes 3,801,653 shares of common stock and 250,000 stock purchase warrants. Excludes 183,324 shares owned by Mr. Lawrence's sister, as to which Mr. Lawrence disclaims beneficial owenrship.
3)
Includes shares owned by Al W. Dugan and shares owned by companies owned and controlled by Al W. Dugan. Excludes 183,333 shares owned by Lydia Dugan as to which Mr. Dugan disclaims beneficial owenership.
4)
The outstanding Series C and Series D perferred shares carry voting rights equal to the same number of shares of common stock.
5)
The outstanding Series B preferred shares carry voting rights only if the Company is in default in the payment of declared dividends. The Board of Directors has not declared any dividends as due and payable for the Series B preferred stock.
We acknowledge that we are responsible for the adequacy and accuracy of the disclosure in our filings of forms 10K and 10Q. We acknowledge that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with the filing of our forms 10K and 10Q. We acknowledge that we may not assert staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.
Sincerely,
Daniel L. Parks
Chief Financial Officer