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As filed with the Securities and Exchange Commission on August 9, 2005
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM S-8
________________________________
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLD RESERVE INC.
(Exact name of registrant as specified in its charter)
Canada
(State or other jurisdiction of incorporation
or organization)
N/A
(I.R.S. Employer Identification No.)
926 West Sprague Avenue, Suite 200 Spokane, Washington
(Address of principal executive offices)
99201(Zip Code)
GOLD RESERVE KSOP PLAN
(Full title of the plan)
ROCKNE J. TIMM
926 West Sprague Avenue, Suite 200,
Spokane, Washington 99201
(509) 623-1500
(Name, address and telephone number,
including area code, of agent for service)
with a copy to:
JONATHAN B. NEWTON
Baker & McKenzie
Pennzoil Place
711 Louisiana, Suite 3400
Houston, Texas 77002
(713) 427-5000
CALCULATION OF REGISTRATION FEE
Proposed
Title of each Proposed maximum
class of maximum aggregate Amount of
securities to Amount to be offering price offering registration
be registered(1) registered per share(2) price(2) fee
Class A Common
Shares,
no par value 75,000 Shares $3.45 $258,750 $30.45
Class A Common
Share Purchase
Rights 75,000 Rights N/A N/A N/A(3)
(1) The Class A Common Shares, no par value per share (the "Class A Common
Shares"), of Gold Reserve Inc. (the "Company") being registered hereby relate
to the Fourth Amended and Restated Gold Reserve Inc. 1997 Equity Incentive
Plan (the "1997 Plan"). Pursuant to Rule 416 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), there are also being
registered such additional Class A Common Shares and associated Class A
Common Share Purchase Rights as may become issuable pursuant to the
anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the
basis of the average of the high and low per share prices of the Class A
Common Shares on August 5, 2005, as reported on the American Stock Exchange.
(3) In accordance with Rule 457(g), no additional registration fee is
required in respect of the Class A Common Share Purchase Rights.
Incorporation by Reference
The issuance of the additional 75,000 Class A Common Shares, and Class A
Common Share Purchase Rights attaching to such shares, being registered
hereby was approved pursuant to the terms of the Plan by the Board of
Directors and shareholders of the Company on March 29, 2005 and June 2, 2005,
respectively. Pursuant to Instruction E of Form S-8, the contents of the
following Registration Statements on Form S-8 of (1) Gold Reserve
Corporation, as assumed by the Company as successor issuer, as filed with the
Securities and Exchange Commission: (a)Registration Statement on Form S-8
(Registration No. 033-61113), as amended; (b)Registration Statement on Form
S-8 (Registration No. 033-58700), as amended; (c)Registration Statement on
Form S-8 (Registration No. 033-69912), as amended; and (d)Registration
Statement on Form S-8 (Registration No. 033-35595); and (2) the Company as
filed with the Securities and Exchange Commission; (a) Registration Statement
on Form S-8 (Registration No. 333-119038), as amended; (b) Registration
Statement on Form S-8 (Registration No. 333-110928), as amended; (c)
Registration Statement on Form S-8 (Registration No. 333-96917), as amended;
(d) Registration Statement on Form S-8 (Registration No. 333-65250), as
amended; and (e) Registration Statement on Form S-8 (Registration No.
333-92587), as amended are incorporated herein by reference.
Item 8. Exhibits
The following are filed as exhibits to this Registration Statement:
Exhibit
Number Description
4.1 Gold Reserve KSOP Plan (incorporated by reference to Exhibit
No. 4.1 to the Company's Registration Statement on Form S-8
(Registration No. 333-110928) filed with the Securities and
Exchange Commission on December 4, 2003)
4.2 Amendment Number One to Gold Reserve KSOP Plan (incorporated
by reference to Exhibit No. 4.2 to the Company's Registration
Statement on Form S-8 (Registration No. 333-110928) filed with
the Securities and Exchange Commission on December 4, 2003)
4.3 Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit No. 3.1 to the Proxy Statement/Joint
Prospectus included as part of the Company's Registration Statement
on Form S-4 (Registration No. 333-68061) filed with the Securities
and Exchange Commission on November 27, 1998)
4.4 Bylaws of the Company (incorporated by reference to Exhibit No. 3.2
to the Proxy Statement/Joint Prospectus included as part of the
Company's Registration Statement on Form S-4 (Registration
No. 333-68061) filed with the Securities and Exchange Commission
on November 27, 1998)
4.5 Shareholder Rights Plan Agreement (as Amended) of the Company
(including form of Rights Certificate) (incorporated by reference
to Exhibit No. 3 to the Company's Registration Statement on
Form 8-A (File No. 001-31819) filed with the Securities and
Exchange Commission on October 2, 2003)
4.6 Form of Certificate for the Class A Common Shares (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement on
Form S-4 (Registration No. 333-68061) filed with the Securities
and Exchange Commission on November 27, 1998)
4.7 Form of Change in Control Agreement (incorporated by reference to
Exhibit 4.0 to the Companyis Annual Report on Form 20-F
(File No 000-30102) filed with the Securities and Exchange
Commission on May 9, 2003)
5.1 Opinion of Austring, Fendrick, Fairman & Parkkari *
23.1 Consent of Austring, Fendrick, Fairman & Parkkari (see Exhibit 5.1)*
23.2 Consent of PricewaterhouseCoopers LLP*
23.3 Consent of Pincock Allen & Holt*
23.4 Consent of Aker Kvaerner Metals, Inc.*
23.5 Consent of Vector Colorado LLC*
23.6 Consent of AATA International, Inc.*
23.7 Consent of Neil S. Seldon & Associates Ltd.*
23.8 Consent of SGS Lakefield Research*
24.1 Power of Attorney (included on the signature
page of the Registration Statement)*
________________
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Spokane, State of Washington, on August 9, 2005.
GOLD RESERVE INC.
By: /s/ Rockne J. Timm
ROCKNE J. TIMM
Chief Executive Officer and Director
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated. Each person whose signature appears below hereby
authorizes and appoints Rockne J. Timm as his attorney-in-fact to sign on his
behalf individually and in the capacity stated below all amendments and
post-effective amendments to this Registration Statement as that
attorney-in-fact may deem necessary or appropriate.
Signature Title Date
Chief Executive Officer
/s/ Rockne J. Timm (Principal Executive Officer)
ROCKNE J. TIMM and Director August 9, 2005
Vice President Finance and
Chief Financial Officer
/s/ Robert A. McGuinness (Principal Financial and
ROBERT A. McGUINNESS Accounting Officer) August 9, 2005
/s/ A. Douglas Belanger
A. DOUGLAS BELANGER President and Director August 9, 2005
/s/ James P. Geyer Senior Vice President
JAMES P. GEYER and Director August 9, 2005
/s/ John N. Galbavy Vice President
JOHN N. GALBAVY Chief Legal officer August 9, 2005
/s/ James H. Coleman
JAMES H. COLEMAN Chairman of the Board August 9, 2005
/s/ Patrick D. McChesney
PATRICK D. McCHESNEY Director August 9, 2005
/s/ Chris D. Mikkelsen
CHRIS D. MIKKELSEN Director August 9, 2005
/s/ Jean Charles Potvin
JEAN CHARLES POTVIN Director August 9, 2005
Exhibit
Number Description
4.1 Gold Reserve KSOP Plan (incorporated by reference to Exhibit
No. 4.1 to the Company's Registration Statement on Form S-8
(Registration No. 333-110928) filed with the Securities and
Exchange Commission on December 4, 2003)
4.2 Amendment Number One to Gold Reserve KSOP Plan (incorporated
by reference to Exhibit No. 4.2 to the Company's Registration
Statement on Form S-8 (Registration No. 333-110928) filed with
the Securities and Exchange Commission on December 4, 2003)
4.3 Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit No. 3.1 to the Proxy Statement/Joint
Prospectus included as part of the Company's Registration Statement
on Form S-4 (Registration No. 333-68061) filed with the Securities
and Exchange Commission on November 27, 1998)
4.4 Bylaws of the Company (incorporated by reference to Exhibit No. 3.2
to the Proxy Statement/Joint Prospectus included as part of the
Company's Registration Statement on Form S-4 (Registration
No. 333-68061) filed with the Securities and Exchange Commission
on November 27, 1998)
4.5 Shareholder Rights Plan Agreement (as Amended) of the Company
(including form of Rights Certificate) (incorporated by reference
to Exhibit No. 3 to the Company's Registration Statement on
Form 8-A (File No. 001-31819) filed with the Securities and
Exchange Commission on October 2, 2003)
4.6 Form of Certificate for the Class A Common Shares (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement on
Form S-4 (Registration No. 333-68061) filed with the Securities
and Exchange Commission on November 27, 1998)
4.7 Form of Change in Control Agreement (incorporated by reference to
Exhibit 4.0 to the Companyis Annual Report on Form 20-F
(File No 000-30102) filed with the Securities and Exchange
Commission on May 9, 2003)
5.1 Opinion of Austring, Fendrick, Fairman & Parkkari *
23.1 Consent of Austring, Fendrick, Fairman & Parkkari (see Exhibit 5.1)*
23.2 Consent of PricewaterhouseCoopers LLP*
23.3 Consent of Pincock Allen & Holt*
23.4 Consent of Aker Kvaerner Metals, Inc.*
23.5 Consent of Vector Colorado LLC*
23.6 Consent of AATA International, Inc.*
23.7 Consent of Neil S. Seldon & Associates Ltd.*
23.8 Consent of SGS Lakefield Research*
24.1 Power of Attorney (included on the signature
page of the Registration Statement)*
________________
* Filed herewith.
EXHIBIT 5.1
AUSTRING, FENDRICK, FAIRMAN & PARKKARI
BARRISTERS & SOLICITORS
LORNE N. AUSTRING DEBRA L. FENDRICK
H. SHAYNE FAIRMAN KEITH D. PARKKARI 3081 Third Avenue
GREGORY A. FEKETE PETER MORAWSKY Whitehorse, Yukon
JESSICA E. SISK ROEHLE ANNA J. PUGH Y1A 4Z7
PHONE: (867) 668-4405
FAX: (867) 668-3710
E-MAIL: gf@lawyukon.com
June 7, 2005
Gold Reserve Inc.
926 West Sprague Avenue, Suite 200
Spokane, Washington
99201 USA
Dear Sirs/Mesdames:
Re: Securities and Exchange Commission Form S-8
We are Yukon counsel to Gold Reserve Inc., a corporation incorporated under
the laws of the Yukon Territory (the "Company"). The Company intends to file
with the Securities and Exchange Commission (the "Commission") a registration
statement (the "Registration Statement") on Form S-8 under the Securities Act
of 1933, as amended (the "Act"). The Registration Statement covers (a)75,000
Class A Common Shares, no par value per share, of the Company (the "Class A
Common Shares"), including the Class A Common Share Purchase Rights attaching
to such shares pursuant to that certain Shareholder Rights Plan Agreement,
dated as of June 11, 2003, between the Company and Computershare Trust
Company of Canada (the "Rights Agreement"), which shall be issued pursuant to
the Gold Reserve KSOP Plan, as amended (the "Plan"), and (b)such additional
Class A Common Shares as may become issuable pursuant to the anti-dilution
provisions of the Plan (such shares are collectively referred to as the
"Securities").
In rendering this opinion we have examined such corporate records, documents
and instruments of the Company and such certificates of public officials,
have received such representations from officers of the Company, and have
reviewed such questions of law as in our judgment are necessary, relevant or
appropriate to enable us to render the opinion expressed below. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all corporate records, documents and instruments submitted to
us as originals, the conformity to original documents of all documents
submitted to us as conformed, certified or photostatic copies thereof, and
the authenticity of the originals of such conformed, certified or photostatic
copies.
Based upon such examination and review and upon representations made to us by
officers of the Company, we are of the opinion that upon issuance and delivery
of the Securities in accordance with the terms and conditions of the Plan and,
as appropriate, the Rights Agreement, and upon receipt by the Company of the
full consideration for the Securities as determined pursuant to the Plan and,
as appropriate, the Rights Agreement, the Securities will be validly issued,
fully paid and non-assessable.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the
Act or the rules and regulations of the Commission thereunder. Yours truly,
s/ Austring, Fendrick, Fairman & Parkkari
EXHIBIT 23.2
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Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (Gold Reserve KSOP Plan) of our report dated February
18, 2005 relating to the consolidated financial statements of Gold Reserve
Inc., which appears in Gold Reserve Inc.is Annual Report on Form 20-F for the
year ended December 31, 2004.
s/ PricewaterhouseCoopers LLP
Vancouver, B.C., Canada
August 3, 2005
EXHIBIT 23.3
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Consent of Pincock, Allen & Holt
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (Gold Reserve KSOP Plan) to references to this firm,
which appear in Gold Reserve Inc.is Annual Report on Form 20-F for the year
ended December 31, 2004. In giving this consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
/s/ Pincock, Allen & Holt.
August 1, 2005
EXHIBIT 23.4
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Consent of Aker Kvaerner Metals, Inc.
Aker Kvaerner Metals, Inc. (Aker Kvaerner) does hereby consent to the
incorporation by reference in the Registration Statement on Form S-8 (Gold
Reserve KSOP Plan), filed with the Securities and Exchange Commission on or
about August 31, 2005, to references to this firm which appear on Form 20-F
of Gold Reserve Inc.'s Annual Report for the year ended December 31, 2004,
subject in connection with any such references to a certain feasibility study
prepared by Aker Kvaerner for Gold Reserve Inc. (the Company) to, among
others, the following qualifications: (a) Aker Kvaerner's preparation of
such feasibility study did not require Aker Kvaerner, and Aker Kvaerner did
not so undertake, to confirm the accuracy of information and data supplied by
the Company or third parties; (b) Aker Kvaerner did not in such feasibility
study attest to or assume responsibility for (i) the accuracy of information
and data supplied by the Company or third parties or (ii) the accuracy of any
recommendations or opinion contained in the feasibility study that are based
in whole or part on information and data supplied by the Company or third
parties; and (c) Aker Kvaerner's recommendations and opinions contained in
the feasibility study assume that unknown, unforeseeable, or unavoidable
events, which may adversely affect the cost, progress, scheduling or ultimate
success of the Brisas Project, will not occur. In giving this consent, we do
not thereby admit that we are an "expert" within the meaning of the
Securities Act of 1933, as amended.
/s/ Aker Kvaerner Metals, Inc.
August 5, 2005
EXHIBIT 23.5
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Consent of Vector Colorado LLC
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (Gold Reserve KSOP Plan) to references to this firm,
which appear in Gold Reserve Inc.is Annual Report on Form 20-F for the year
ended December 31, 2004. In giving this consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
/s/ Vector Colorado LLC
August 1, 2005
EXHIBIT 23.6
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Consent of AATA International, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (Gold Reserve KSOP Plan) to references to this firm,
which appear in Gold Reserve Inc.is Annual Report on Form 20-F for the year
ended December 31, 2004. In giving this consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
/s/ AATA International, Inc.
July 29, 2005
EXHIBIT 23.7
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Consent of Neil S. Seldon & Associates Ltd.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (Gold Reserve KSOP Plan) to references to this firm,
which appear in Gold Reserve Inc.is Annual Report on Form 20-F for the year
ended December 31, 2004. In giving this consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
/s/ Neil S. Seldon & Associates Ltd.
August 2, 2005
EXHIBIT 23.8
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Consent of SGS Lakefield Research
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (Gold Reserve KSOP Plan) to references to this firm,
which appear in Gold Reserve Inc.is Annual Report on Form 20-F for the year
ended December 31, 2004. In giving this consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
/s/ SGS Lakefield Research
August 2, 2005