As filed with the Securities and Exchange Commission on September 16, 2004
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
(Address of principal executive offices)
99201
(Zip Code)
THIRD AMENDED AND RESTATED GOLD RESERVE INC. 1997 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
Pennzoil Place
711 Louisiana, Suite 3400
Houston, Texas 77002
(713) 427-5000
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount
Title of each class Amount maximum maximum of
of securities to to be offering offering Registration
to be registered (1) registered price(2) price(2) Fee
Class A Common
Shares, no par value 75,000 Shares $3.96 $297,000 $37.63
Class A Common Share
Purchase Rights 75,000 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 Third Amended and Restated Gold Reserve Inc. 1997 Equity
Incentive Plan (the "1997 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 September 15, 2004, as reported on the American Stock
Exchange.
(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 additional 75,000 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 February 24, 2004 and May 27,
2004, respectively. 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 S8 (Registration No. 333-65250), as amended; (b)
Registration Statement on Form S8 (Registration No. 333-92587), as amended;
(c) Registration Statement on Form S8 (Registration No. 333-96917), and (d)
Registration Statement on Form S8 (Registration No. 333-110928) 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 Exhibit No. 4.1 to
the Company's Registration Statement on Form S8 (Registration No.
333-110928) filed with the Securities and Exchange Commission on December 4,
2003)
4.2
Amendment Number One to Gold Reserve KSOP Plan (incorporated by reference
to Exhibit No. 4.2 to the Company's Registration Statement on Form S8
(Registration No. 333-110928) filed with the Securities and Exchange
Commission on December 4, 2003)
4.3
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 S4
(Registration No. 333-68061) filed with the Securities and Exchange
Commission on November 27, 1998)
4.4
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 S4 (Registration No. 333-68061) filed with
the Securities and Exchange Commission on November 27, 1998)
4.5
Shareholder Rights Plan Agreement (as Amended) of the Company (including
form of Rights Certificate) (incorporated by reference to Exhibit No. 3 to
the Company's Registration Statement on Form 8-A (File No. 001-31819) filed
with the Securities and Exchange Commission on October 2, 2003)
4.6
Form of Certificate for the Class A Common Shares (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement on Form S4
(Registration No. 333-68061) filed with the Securities and Exchange
Commission on November 27, 1998)
4.7
Form of Change in Control Agreement (incorporated by reference to Exhibit
4.0 to the Companys 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 Behre Dolbear & Company, Inc.*
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 September 16,
2004.
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
/s/ Rockne J. Timm
______________________
ROCKNE J. TIMM
Chief Executive Officer (Principal Executive Officer) and Director
September 16, 2004
/s/ Robert A. McGuinness
______________________
ROBERT A. McGUINNESS
Vice President Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
September 16, 2004
/s/ A. Douglas Belanger
______________________
A. DOUGLAS BELANGER
President and Director
September 16, 2004
/s/ James P. Geyer
______________________
JAMES P. GEYER
Senior Vice President and Director
September 16, 2004
/s/ James H. Coleman
______________________
JAMES H. COLEMAN
Chairman of the Board
September 16, 2004
/s/ Patrick D. McChesney
______________________
PATRICK D. McCHESNEY
Director
September 16, 2004
/s/ Chris D. Mikkelsen
______________________
CHRIS D. MIKKELSEN
Director
September 16, 2004
/s/ Jean Charles Potvin
______________________
JEAN CHARLES POTVIN
Director
September 16, 2004
EXHIBIT INDEX
Exhibit Number
Description
4.1
Gold Reserve KSOP Plan (incorporated by reference to Exhibit No. 4.1 to
the Company's Registration Statement on Form S8 (Registration No.
333-110928) filed with the Securities and Exchange Commission on December 4,
2003)
4.2
Amendment Number One to Gold Reserve KSOP Plan (incorporated by reference
to Exhibit No. 4.2 to the Company's Registration Statement on Form S8
(Registration No. 333-110928) filed with the Securities and Exchange
Commission on December 4, 2003)
4.3
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 S4
(Registration No. 333-68061) filed with the Securities and Exchange
Commission on November 27, 1998)
4.4
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 S4 (Registration No. 333-68061) filed with
the Securities and Exchange Commission on November 27, 1998)
4.5
Shareholder Rights Plan Agreement (as Amended) of the Company (including
form of Rights Certificate) (incorporated by reference to Exhibit No. 3 to
the Company's Registration Statement on Form 8-A (File No. 001-31819) filed
with the Securities and Exchange Commission on October 2, 2003)
4.6
Form of Certificate for the Class A Common Shares (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement on Form S4
(Registration No. 333-68061) filed with the Securities and Exchange
Commission on November 27, 1998)
4.7
Form of Change in Control Agreement (incorporated by reference to Exhibit
4.0 to the Companys 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 Behre Dolbear & Company, Inc.*
24.1
Power of Attorney (included on the signature page of the Registration
Statement)*
________________
* Filed herewith.
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
September 16, 2004
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)75,000 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
Shareholder Rights Plan Agreement, dated as of June 11, 2003, between the
Company and Computershare 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 Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 17, 2004 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, 2003.
s/ PricewaterhouseCoopers LLP
Vancouver, B.C., Canada
September 16, 2004
EXHIBIT 23.3
Consent of Behre Dolbear & Company, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 references to this firm which appear in Gold Reserve
Inc.s Annual Report on Form 20-F for the year ended December 31, 2003. 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/ BEHRE DOLBEAR & COMPANY, INC.
September 16, 2004