UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
GOLD RESERVE INC.
(Name of Subject Company)
GOLD RESERVE INC.
(Name of Person(s) Filing Statement)
Class A Common Shares
Equity Units
Class A Common Share Purchase Rights
(Title of Class of Securities)
Equity Units
Class A Common Share Purchase Rights
(Title of Class of Securities)
38068N108 (Class A Common Shares)
(CUSIP Number of Class of Securities)
(CUSIP Number of Class of Securities)
Rockne J. Timm
Gold Reserve Inc.
926 West Sprague Ave.
Suite 200
Spokane, WA 99201
(509) 623-1500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Gold Reserve Inc.
926 West Sprague Ave.
Suite 200
Spokane, WA 99201
(509) 623-1500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With Copies To:
| Charles L.K. Higgins | Jonathan B. Newton | |
| Fasken Martineau DuMolin LLP | Baker & McKenzie LLP | |
| Toronto Dominion Centre | Pennzoil Place, South Tower | |
| 66 Wellington St. W., #4200 | 711 Louisiana St., Suite 3400 | |
| Toronto, ON M5K 1N6 | Houston, TX 77002 | |
| (416) 865-4392 | (713) 427-5000 |
| o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This
Amendment No. 9 amends and supplements the Solicitation/Recommendation Statement on Schedule
14D–9 originally filed by Gold Reserve Inc. (“Gold Reserve”) with the Securities and Exchange
Commission on December 30, 2008 (as amended, the “Statement”). The purpose of this amendment is to
amend and supplement Item 9 – Exhibits by adding a new exhibit (a)(15).
Item 9. Exhibits
Item 9 is hereby amended and supplemented by adding the following exhibit:
| Exhibit | ||
| Number | Description | |
(a)(15)
|
Press release issued by Gold Reserve Inc. on January 21, 2009 (incorporated by reference to Gold Reserve Inc.’s Form 425 filed with the Commission on January 21, 2009) |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Dated: January 21, 2009
| GOLD RESERVE INC. | ||||||
| By: Name: |
/s/ Robert A. McGuinness
|
|||||
| Title: | Vice President – Finance & CFO | |||||