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As filed with the Securities and Exchange Commission on December 18, 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 899,409 Shares (3) $4.58 $4,119,293.22 $440.76
Class A
Common Share
Purchase Rights 899,409 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 December 15, 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 899,409 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 number 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. 333-138128); (b) Registration
Statement on Form S-8 (Registration No. 333-135756), as amended; (c)
Registration Statement on Form S-8 (Registration No. 333-133421), as
amended; (d) Registration Statement on Form S-8 (Registration No.
333-127336), as amended; (e) Registration Statement on Form S-8
(Registration No. 333-119037), as amended; (f) Registration Statement
on Form S-8 (Registration No. 333-110927), and (g) Registration Statement
on Form S-8 Registration No. 333-56495), as amended, are incorporated
herein by reference.
Item 8. Exhibits
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.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post
- -effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information with respect to the Plan
of Distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided
however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Section do not apply
if the Registration Statement is on Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Securities and Exchange Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for the purpose of determining liability under the
Securities Act to any purchaser:
(i) If the Registrant is relying on Rule 430B:
(A) Each prospectus filed by the Registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of
the date the filed prospectus was deemed part of and included in the
Registration Statement; and
(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a Registration Statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing the information required by Section 10(a) of
the Securities Act shall be deemed to be part of and included in the
Registration Statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
Registration Statement relating to the securities in the Registration Statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; provided,
however, that no statement made in a Registration Statement or prospectus that
is part of the Registration Statement or made in a document incorporated or
deemed incorporated by reference into the Registration Statement or prospectus
that is part of the Registration Statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the Registration Statement or prospectus that was
part of the Registration Statement or made in any such document immediately
prior to such effective date; or
(ii) If the Registrant is subject to Rule 430C, each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating to
an offering, other than Registration Statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of
and included in the Registration Statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the Registration Statement
or made in a document incorporated or deemed incorporated by reference into the
Registration Statement or prospectus that is part of the Registration Statement
will, as to a purchaser with a time of contract of sale prior to such first
use, supersede or modify any statement that was made in the Registration
Statement or prospectus that was part of the Registration Statement or made in
any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the Registrant
under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned Registrant undertakes that in a primary offering of
securities of the undersigned Registrant pursuant to this Registration
Statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned Registrant or used or referred to by the
undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made
by the undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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 December 18, 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
- ----------------------------------------------------------------------------
Chief Executive Officer
/s/ Rockne J. Timm (Principal Executive Officer)
ROCKNE J. TIMM and Director December 18, 2006
Vice President Finance and
Chief Financial Officer
/s/ Robert A. McGuinness (Principal Financial and
ROBERT A. McGUINNESS Accounting Officer) December 18, 2006
/s/ A. Douglas Belanger
A. DOUGLAS BELANGER President and Director December 18, 2006
/s/ James P. Geyer Senior Vice President
JAMES P. GEYER and Director December 18, 2006
/s/ James H. Coleman
JAMES H. COLEMAN Chairman of the Board December 18, 2006
/s/ Patrick D. McChesney
PATRICK D. McCHESNEY Director December 18, 2006
/s/ Chris D. Mikkelsen
CHRIS D. MIKKELSEN Director December 18, 2006
/s/ Jean Charles Potvin
JEAN CHARLES POTVIN Director December 18, 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
ANNA J. PUGH Y1A 4Z7
PHONE: (867) 668-4405
FAX: (867) 668-3710
E-MAIL: gf@lawyukon.com
OUR FILE NO: 014910-21
December 11, 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) 899,409 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 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
antidilution 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 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 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 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
December 15, 2006
EXHIBIT 23.3
Consent of Pincock, Allen & Holt
Pincock, Allen & Holt (PAH) 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/ Richard J. Lambert, P.E
Pincock, Allen & Holt.
December 13, 2006