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As filed with the Securities and Exchange Commission on August 8, 2006
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 LLP
Pennzoil Place, South Tower
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
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Class A Common
Shares, no par
value 100,000 Shares $4.93 $493,000 $52.75
Class A Common
Share Purchase
Rights 100,000 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 Gold Reserve Inc. KSOP 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 7, 2006, 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 100,000 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 November 15, 2005
and June 30, 2006, 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. 333-127337);
(b) (Registration No. 333-119038), as amended; (c) Registration
Statement on Form S-8 (Registration No. 333-110928), as amended; (d)
Registration Statement on Form S-8 (Registration No. 333-96917), as
amended; (e) Registration Statement on Form S-8 (Registration No.
333-65250), as amended; and (f) Registration Statement on Form S-8
(Registration No. 333-92587), as amended are incorporated herein by
reference.
Item 8. Exhibits
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The following are filed as exhibits to this Registration Statement:
Exhibit
Number Description
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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. 3.1 to the Company's December 31, 2005 Annual Report on
Form 20-F (File No. 001-31819) filed with the Securities and Exchange
Commission on April 3, 2006)
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 Company's 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*
24.1 Power of Attorney (included on the signature page of the
Registration Statement)*
________________
* Filed herewith.
SIGNATURES
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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 8, 2006.
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, the
following persons in the capacities and on the dates indicated have
signed this Registration Statement. 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
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Chief Executive Officer
/s/ Rockne J. Timm (Principal Executive Officer)
ROCKNE J. TIMM and Director August 8, 2006
Vice President Finance and
Chief Financial Officer
/s/ Robert A. McGuinness (Principal Financial and
ROBERT A. McGUINNESS Accounting Officer) August 8, 2006
/s/ A. Douglas Belanger
A. DOUGLAS BELANGER President and Director August 8, 2006
/s/ James P. Geyer Senior Vice President
JAMES P. GEYER and Director August 8, 2006
/s/ John N. Galbavy Vice President
JOHN N. GALBAVY Chief Legal officer August 8, 2006
/s/ James H. Coleman
JAMES H. COLEMAN Chairman of the Board August 8, 2006
/s/ Patrick D. McChesney
PATRICK D. McCHESNEY Director August 8, 2006
/s/ Chris D. Mikkelsen
CHRIS D. MIKKELSEN Director August 8, 2006
/s/ Jean Charles Potvin
JEAN CHARLES POTVIN Director August 8, 2006
EXHIBIT LIST
Exhibit
Number Description
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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. 3.1 to the Company's December 31, 2005 Annual Report on
Form 20-F (File No. 001-31819) filed with the Securities and Exchange
Commission on April 3, 2006)
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 Company's 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*
24.1 Power of Attorney (included on the signature page of the
Registration Statement)*
________________
* Filed herewith.
EXHIBIT 5.1
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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
August 4, 2006
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)100,000 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,
amended and restated as of January 29, 2006, 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 there under.
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 17, 2006 relating to the consolidated financial
statements of Gold Reserve Inc., which appears in Gold Reserve Inc.'s
Annual Report on Form 20-F for the year ended December 31, 2005.
s/ PricewaterhouseCoopers LLP
Vancouver, B.C., Canada
August 8, 2006
EXHIBIT 23.3
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Consent of Pincock Allen & Holt, Inc.
Pincock Allen & Holt, Inc. (PAH) 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.'s
Annual Report on Form 20-F for the year ended December 31, 2005. 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 4, 2006