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As filed with the Securities and Exchange Commission on July 17, 2001
Registration No.
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)
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 2001 Ross Avenue, Suite 2300 Dallas, Texas
75201 (214) 978-3000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered (1) Registered per share (2) offering price (2) fee
Class A Common Shares,
no par value 300,000 Shares $1.035 $310,500 $77.63
Class A Common Share
Purchase Rights 300,000 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 KSOP Plan (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
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 bid and asked price of the Class A Common Shares
on July 11, 2001, as reported on the Over the Counter Bulletin Board.
(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 300,000 Class A Common Shares, and Class A Common Share Purchase Rights
attaching to such shares, being registered hereby were approved pursuant to the
terms of the Plan by the Board of Directors and shareholders of the Company on
December 19, 2000 and June 8, 2001, respectively. Pursuant to Instruction E of
Form S-8, (1) the contents of the following Registration Statements of Gold
Reserve Corporation, as assumed by the Company as successor issuer, on Form S-8
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
contents of the Registration Statement on Form S-8 (Registration No. 333-92587),
as amended, of the Company as filed with the Securities and Exchange Commission,
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 Gold Reserve
Corporation's Proxy Statement, dated June 14, 1994, which was mailed to
Gold Reserve Corporation's shareholders in connection with the Annual
Meeting of Shareholders held on July 22, 1994)
4.2 Restated Articles of Incorporation of the Company, filed November 20,
1998 (incorporated by reference to Exhibit No. 3.1 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)
4.3 Bylaws of the Company (incorporated by reference to Exhibit No. 3.2 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)
4.4 Rights Agreement, dated as of October 5, 1998, between the Company
and Montreal Trust Company of Canada (incorporated by reference to
Exhibit No. 4.3 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)
4.5 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)
5.0 Form of Opinion of Veale, Kilpatrick, Austring, Fendrick & Fairman*
23.1 Consent of Veale, Kilpatrick, Austring, Fendrick & Fairman
(See Exhibit 5.0)*
23.2 Consent of PricewaterhouseCoopers LLP*
________________
* 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 July 12, 2001.
GOLD RESERVE INC.
By: /s/ Rockne J. Timm
ROCKNE J. TIMM
Chairman of the Board, President and Chief Executive Officer
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
/s/ Rockne J. Timm Chairman of the Board, President and July 12, 2001
ROCKNE J. TIMM Chief Executive Officer (Principal
Executive Officer)
/s/ Robert A. McGuinness Vice President Finance and Chief July 12, 2001
ROBERT A. McGUINNESS Financial Officer (Principal Financial
and Accounting Officer)
/s/ A. Douglas Belanger Executive Vice President and Director July 12, 2001
A. DOUGLAS BELANGER
/s/ James P.Geyer Senior Vice President and Director July 12, 2001
JAMES P. GEYER
/s/ James H. Coleman Director July 12, 2001
JAMES H. COLEMAN
/s/ Patrick D. McChesney Director July 12, 2001
PATRICK D. McCHESNEY
/s/ Chris D. Mikkelsen Director July 12, 2001
CHRIS D. MIKKELSEN
/s/ Jean Charles Potvin Director July 12, 2001
JEAN CHARLES POTVIN
EXHIBIT INDEX
Exhibit
Number Description
4.1 Gold Reserve KSOP Plan (incorporated by reference to Gold Reserve
Corporation's Proxy Statement, dated June 14, 1994, which was mailed to
Gold Reserve Corporation's shareholders in connection with the Annual
Meeting of Shareholders held on July 22, 1994)
4.2 Restated Articles of Incorporation of the Company, filed November 20,
1998 (incorporated by reference to Exhibit No. 3.1 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)
4.3 Bylaws of the Company (incorporated by reference to Exhibit No. 3.2 to
the Company's Registration Statement on Form S4 (Registration No.
333-68061) filed with the Securities and Exchange Commission on November
27, 1998)
4.4 Rights Agreement, dated as of October 5, 1998, between the Company and
Montreal Trust Company of Canada (incorporated by reference to Exhibit
No. 4.3 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)
4.5 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)
5.0 Form of Opinion of Veale, Kilpatrick, Austring, Fendrick & Fairman*
23.1 Consent of Veale, Kilpatrick, Austring, Fendrick & Fairman
(See Exhibit 5.0)*
23.2 Consent of PricewaterhouseCoopers LLP*
________________
* Filed herewith.
EXHIBIT 5.0
June 25, 2001
Gold Reserve Inc.
926 West Sprague Avenue Suite 200
Spokane, Washington 99201
Dear Sirs/Mesdames:
Re: SECURITIES AND EXCHANGE COMMISSION FORM S-8
We are Yukon counsel to Gold Reserve Inc., a company 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) 300,000 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 Rights Agreement, dated as of October 5, 1998,
between the Company and Montreal 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 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,
Veale, Kilpatrick, Austring, Fendrick & Fairman
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 16, 2001 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, 2000.
s/ PricewaterhouseCoopers LLP
Spokane, Washington
July 12, 2001