<PAGE> 1
As filed with the Securities and Exchange Commission on December 1, 1998.
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------------------
GOLD RESERVE INC.
(Exact name of registrant as specified in its charter)
YUKON TERRITORY, CANADA NONE
(State of incorporation or organization) (IRS Employer Identification No.)
601 WEST RIVERSIDE, SUITE 1940
SPOKANE, WASHINGTON 99201
(Address of principal executive offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange
and is effective pursuant to General Instruction A.(c), Act and is effective pursuant to General Instruction
please check the following box. |X| A.(d), please check the following box. | |
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
CLASS A COMMON SHARES, NO PAR VALUE PER SHARE NASDAQ SMALLCAP SYSTEM
THE TORONTO STOCK EXCHANGE
RIGHTS TO PURCHASE CLASS A COMMON SHARES NASDAQ SMALLCAP SYSTEM
THE TORONTO STOCK EXCHANGE
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act: NONE
- - --------------------------------------------------------------------------------
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
The information under the caption "Description of Securities and Comparison
of Rights of Shareholders" set forth in Post-Effective Amendment No. 1 to the
Registration Statement on Form S-4 (Registration No. 333-68061) of Gold Reserve
Inc. (the "Company") filed with the Securities and Exchange Commission on
November 30, 1998 is incorporated herein by reference.
Item 2. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C>
1. Restated Articles of Incorporation of the Company
(incorporated by reference from Exhibit 3.1 to the
Company's Registration Statement on Form S-4,
Registration No. 333-68061).
2. Bylaws of the Company (incorporated by reference from
Exhibit 3.2 to the Company's Registration Statement
on Form S-4, Registration No. 333-68061).
3. Shareholder Rights Plan Agreement of the Company
(incorporated by reference from Exhibit 4.3 to the
Company's Registration Statement on Form S-4,
Registration No. 333-68061).
</TABLE>
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
GOLD RESERVE INC.
Date: December 1, 1998 By: /s/ Robert A. McGuinness
------------------------------
Robert A. McGuinness
Vice President of Finance and
Chief Financial Officer
