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As filed with the Securities and Exchange Commission on July 22, 2002
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
(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
2001 Ross Avenue, Suite 2300
Dallas, Texas 75201
(214) 978-3000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum Amount
class of Amount offering aggregate of
securities to to be price per offering registration
be registered (1) registered share (2) price(2) fee
Class A Common
Shares, no par
value 200,000 Shares $ 1.90 $380,000 $34.96
Class A Common
Share Purchase
Rights 200,000 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 19, 2002, 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 issuance of the 200,000 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 January 8, 2002 and June 12, 2002,
respectively. Pursuant to Instruction E of Form S-8, (1) the contents of
the following Registration Statements on Form S-8 of 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 contents of
(a) Registration Statement on Form S-8 (Registration No. 333-65250), and
(b) 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 Description
Number
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)
5.1 Opinion of Veale, Kilpatrick, Austring, Fendrick & Fairman*
23.1 Consent of Veale, Kilpatrick, Austring, Fendrick
& Fairman (See Exhibit 5.1)*
23.2 Consent of PricewaterhouseCoopers LLP*
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 July 22, 2002.
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,
ROCKNE J. TIMM President and
Chief Executive Officer
(Principal Executive Officer) July 22, 2002
/s/ Robert A. McGuinness Vice President Finance and
ROBERT A. McGUINNESS Chief Financial Officer
(Principal Financial and
Accounting Officer) July 22, 2002
/s/ A. Douglas Belanger Executive Vice President
A. DOUGLAS BELANGER and Director July 22, 2002
/s/ James P. Geyer Senior Vice President
JAMES P. GEYER and Director July 22, 2002
/s/ James H. Coleman Director July 22, 2002
JAMES H. COLEMAN
/s/ Patrick D. McChesney Director July 22, 2002
PATRICK D. McCHESNEY
/s/ Chris D. Mikkelsen Director July 22, 2002
CHRIS D. MIKKELSEN
/s/ Jean Charles Potvin Director July 22, 2002
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 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)
5.1 Opinion of Veale, Kilpatrick, Austring,Fendrick & Fairman*
23.1 Consent of Veale, Kilpatrick, Austring, Fendrick &
Fairman (See Exhibit 5.1)*
23.2 Consent of PricewaterhouseCoopers LLP*
24.1 Power of Attorney (included on the signature page of the Registration
Statement)*
________________
*Filed herewith.
EXHIBIT 5.1
AUSTRING, FENDRICK, FAIRMAN & PARKKARI
BARRISTERS & SOLICITORS
LORNE N. AUSTRING DEBRA L. FENDRICK THE DRURY BUILDING
H. SHAYNE FAIRMAN KEITH D. PARKKARI 3081 Third Avenue
KATHLEEN M. AVERY GREGORY A. FEKETE Whitehorse, Yukon
STACY K. HENNINGS Y1A 4Z7
PHONE: (867) 668-4405
FAX: (867) 668-3710
E-MAIL: laustring@lawyukon.com
OUR FILE NO: 014910-21
July 5, 2002
Gold Reserve Inc.
Suite 200
926 West Sprague Avenue
Spokane, Washington, USA
99201
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) 200,000 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,
s/ Austring, Fendrick, Fairman & Parkkari
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 15, 2002 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, 2001.
s/ PricewaterhouseCoopers LLP
Vancouver, B.C., Canada
July 19, 2002