As filed with the Securities and Exchange Commission on April 20, 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
(Address of principal executive offices)
99201
(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
Class A Common
Shares,
no par value 199,471 Shares(3) $9.375 $1,870,041 $220.10
Class A Common
Share Purchase
Rights 199,471 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 April 19, 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
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The issuance of the additional 199,471 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 numbers 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). The issuance of these additional 199,471 Class A Common Shares, and
Class A Common Share Purchase Rights attaching to such shares, was approved
pursuant to the terms of the Plan by the Board of Directors and shareholders
of the Company on January 30, 2006 and March 22, 2006, 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 S-8
(Registration No. 333-127336), as amended; (b) Registration Statement on Form
S-8 (Registration No. 333-119037), as amended; (c) Registration Statement on
Form S-8 (Registration No. 333-110927), and (d) Registration Statement on
Form S-8 Registration No. 333-56495), as amended, are incorporated herein by
reference.
Item 8. Exhibits
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The following are filed as exhibits to this Registration Statement:
Exhibit
Number Description
4.1 Gold Reserve Inc. Equity Incentive Plan (incorporated by reference to
Exhibit 3.2 to the Companyis 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 Companyis 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*23.4Consent of SNC-Lavalin Engineers &
Constructors, Inc.*
24.1 Power of Attorney (included on the signature page of the Registration
Statement)*
_______________
* Filed herewith.
SIGNATURES
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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 April 20, 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 April 20, 2006
Vice President Finance and
Chief Financial Officer
/s/ Robert A. McGuinness (Principal Financial and
ROBERT A. McGUINNESS Accounting Officer) April 20, 2006
/s/ A. Douglas Belanger
A. DOUGLAS BELANGER President and Director April 20, 2006
/s/ John N. Galbavy Vice President
JOHN N. GALBAVY Chief Legal officer April 20, 2006
/s/ James P. Geyer Senior Vice President
JAMES P. GEYER and Director April 20, 2006
/s/ James H. Coleman
JAMES H. COLEMAN Chairman of the Board April 20, 2006
/s/ Patrick D. McChesney
PATRICK D. McCHESNEY Director April 20, 2006
/s/ Chris D. Mikkelsen
CHRIS D. MIKKELSEN Director April 20, 2006
/s/ Jean Charles Potvin
JEAN CHARLES POTVIN Director April 20, 2006
Exhibit
Number Description
4.1 Gold Reserve Inc. Equity Incentive Plan (incorporated by reference to
Exhibit 3.2 to the Companyis 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 Companyis 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*23.4Consent of SNC-Lavalin Engineers &
Constructors, Inc.*
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
JESSICA E. SISK ROEHLE ANNA J. PUGH Y1A 4Z7
PHONE: (867) 668-4405
FAX: (867) 668-3710
E-MAIL: gf@lawyukon.com
OUR FILE NO:014910-21
March 24, 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)
199,471 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 January 29, 2006, between the Company and
Computershare Trust Company of Canada (the "Rights Agreement"), which shall
be issued pursuant to the Gold Reserve 1997 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 anti-dilution
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 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 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 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
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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.is Annual Report on Form
20-F for the year ended December 31, 2005.
s/ PricewaterhouseCoopers LLP
Vancouver, B.C., Canada
April 19, 2006
EXHIBIT 23.3
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Consent of Pincock, Allen & Holt
We 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/ Pincock, Allen & Holt.
April 18, 2006
EXHIBIT 23.4
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Consent of SNC-Lavalin Engineers & Constructors, Inc.
We 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.is 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/ SNC-Lavalin Engineers & Constructors, Inc.
April 18, 2006