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As filed with the Securities and Exchange Commission on October 20, 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 99201
(Address of principal executive offices) (Zip Code)
GOLD RESERVE INC. EQUITY INCENTIVE 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 282,672 Shares (3) $4.09 $1,156,128.48 $123.71
Class A
Common Share
Purchase Rights 282,672 Rights N/A N/A N/A(4)
(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 Equity Incentive Plan, as amended
(the "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 October 18, 2006, as reported on the
American Stock Exchange.
(3) Represents Class A Common Shares that have become available for
issuance under the Plan as a result of the "evergreen" provision of the
Plan.
(4) 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 282,672 Class A Common Shares, and Class
A Common Share Purchase Rights attaching to such shares, being
registered hereby shall be issued under the Plan, which was amended as
of January 29, 2006 to increase the number of Class A Common Shares
available for issuance under the Plan pursuant an "evergreen" provision
(which provides that the total numbers of Class A Common Shares subject
to issuance under the Plan shall be 10% of the Company's outstanding
Class A Common Shares from time to time). 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. 333-135756); (b) Registration
Statement on Form S-8 (Registration No. 333-133421), as amended; (c)
Registration Statement on Form S-8 (Registration No. 333-127336), as
amended; (d) Registration Statement on Form S-8 (Registration No.
333-119037), as amended; (e) Registration Statement on Form S-8
(Registration No. 333-110927), and (f) Registration Statement on Form
S-8 Registration No. 333-56495), 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 Inc. Equity Incentive Plan (incorporated
by reference to Exhibit 3.2 to the Company's Annual Report
on Form 20-F (File No. 001-31819) filed with the Securities
and Exchange Commission on March 31, 2006)
4.2 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)
4.3 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)
4.4 Shareholder Rights Plan Agreement (as Amended) of the
Company (including form of Rights Certificate)
(incorporated by reference to Exhibit No. 3.1 to the Annual
Report on Form 20-F (File No. 001-31819) filed with the
Securities and Exchange Commission on March 31, 2006)
4.5 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)
4.6 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
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 October 20, 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, 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
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Chief Executive Officer
/s/ Rockne J. Timm (Principal Executive Officer)
ROCKNE J. TIMM and Director October 20, 2006
Vice President Finance and
Chief Financial Officer
/s/ Robert A. McGuinness (Principal Financial and
ROBERT A. McGUINNESS Accounting Officer) October 20, 2006
/s/ A. Douglas Belanger
A. DOUGLAS BELANGER President and Director October 20, 2006
/s/ James P. Geyer Senior Vice President
JAMES P. GEYER and Director October 20, 2006
/s/ James H. Coleman
JAMES H. COLEMAN Chairman of the Board October 20, 2006
/s/ Patrick D. McChesney
PATRICK D. McCHESNEY Director October 20, 2006
/s/ Chris D. Mikkelsen
CHRIS D. MIKKELSEN Director October 20, 2006
/s/ Jean Charles Potvin
JEAN CHARLES POTVIN Director October 20, 2006
EXHIBIT LIST
Exhibit
Number Description
- ----------------------------------------------------------------------------
4.1 Gold Reserve Inc. Equity Incentive Plan (incorporated
by reference to Exhibit 3.2 to the Company's Annual Report
on Form 20-F (File No. 001-31819) filed with the Securities
and Exchange Commission on March 31, 2006)
4.2 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)
4.3 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)
4.4 Shareholder Rights Plan Agreement (as Amended) of the
Company (including form of Rights Certificate)
(incorporated by reference to Exhibit No. 3.1 to the Annual
Report on Form 20-F (File No. 001-31819) filed with the
Securities and Exchange Commission on March 31, 2006)
4.5 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)
4.6 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
October 10, 2006
The Toronto Stock Exchange
The Exchange Tower
130 King Street West
Toronto, Ontario
M5X 1J2
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) 282,672 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 January 29, 2006, between the Company and Computershare
Trust Company of Canada (the "Rights Agreement"), which shall be issued
pursuant to the Gold Reserve Equity Incentive Plan, as amended and
restated January 29, 2006 (the "Equity Plan"), and (b) such additional
Class A Common Shares as may become issuable pursuant to the
anti-dilution provisions of the Equity 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 Equity 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 Equity Plan and, as
appropriate, the Rights Agreement, the Securities will be validly
issued, fully paid and nonassessable.
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 Inc. Equity Incentive
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
October 20, 2006
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 Inc. Equity Incentive
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.
October 16, 2006