AS filed with the Securities and Exchange
Commission on December 9, 1999 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 N/A
-------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
926 West Sprague Avenue
Suite 200
Spokane, Washington 99201
---------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
GOLD RESERVE KSOP PLAN
------------------------------------
(Full title of the plans)
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 4500
Dallas, Texas 75201
(214) 978-3000
<PAGE>
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Amount to be offering price aggregate Amount of
Title of securities to be registered (1) registered per share (2) offering price (2) registration fee
----------------------------------------- -------------- ---------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Class A Common Shares, no par value 300,000 Shares $.75 $225,000 $60.00(3)
Class A Common Share Purchase Rights 300,000 Rights N/A N/A N/A
</TABLE>
(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 high and low
sale prices of the Class A Common Shares on December 1, 1999, as
reported on the NASDAQ SmallCap Market.
(3) In accordance with Rule 457(g), no additional registration fee is
required in respect of the Class A Common Share Purchase Rights.
<PAGE>
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 April 27, 1999 and June 29, 1999,
respectively. Pursuant to Instruction E of Form S-8, 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 are incorporated herein by
reference: (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).
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 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 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 Commission on November 27, 1998)
<PAGE>
Exhibit
Number Description
------- ----------------------------------------------------------
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 Commission on November 27, 1998)
5 Form of Opinion of Veale, Kilpatrick, Austring, Fendrick &
Fairman*
23.1 Consent of Veale, Kilpatrick, Austring, Fendrick & Fairman
(See Exhibit 5)*
23.2 Consent of PricewaterhouseCoopers LLP*
________________
*Filed herewith.
<PAGE>
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 December 7, 1999.
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
the Registration Statement as that attorney-in-fact may deem necessary
or appropriate.
<TABLE>
<CAPTION>
Signature Title Date
-------------------------------- ------------------------------------------ -----------------
<S> <C> <C>
/s/ Rockne J. Timm Chairman of the Board, President, Chief
-------------------------------- Executive Officer and Director (Principal
ROCKNE J. TIMM Executive Officer) December 7, 1999
/s/ Robert A. McGuinness Vice President of Finance and Chief
-------------------------------- Financial Officer (Principal Financial and
ROBERT A. McGUINNESS Accounting Officer) December 7, 1999
/s/ A. Douglas Belanger
-------------------------------- Executive Vice President and Director December 7, 1999
A. DOUGLAS BELANGER
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
-------------------------------- ------------------------------------------ -----------------
<S> <C> <C>
/s/ James P. Geyer
-------------------------------- Senior Vice President and Director December 7, 1999
JAMES P. GEYER
/s/ James H. Coleman
-------------------------------- Director December 7, 1999
JAMES H. COLEMAN
/s/ Patrick D. McChesney
-------------------------------- Director December 7, 1999
PATRICK D. McCHESNEY
/s/ Chris D. Mikkelsen
-------------------------------- Director December 7, 1999
CHRIS D. MIKKELSEN
/s/ Jean Charles Potvin
-------------------------------- Director December 7, 1999
JEAN CHARLES POTVIN
</TABLE>
<PAGE>
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 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 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 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 Commission on November 27, 1998)
5 Form of Opinion of Veale, Kilpatrick, Austring, Fendrick &
Fairman*
23.1 Consent of Veale, Kilpatrick, Austring, Fendrick & Fairman
(See Exhibit 5)*
23.2 Consent of PricewaterhouseCoopers LLP*
________________
*Filed herewith.
EXHIBIT 5
---------
[Veale, Kilpatrick, Austring, Fendrick & Fairman letterhead]
December 9, 1999
Gold Reserve Inc.
Suite 200
926 West Sprague Avenue
Spokane, Washington
99201
Gentlemen:
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 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.
<PAGE>
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 legally issued, fully paid
and non-assessable.
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.
Respectfully submitted,
/s/ Veale, Kilpatrick, Austring, Fendrick & Fairman
EXHIBIT 23.2
------------
[PricewaterhouseCoopers LLP letterhead]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 26,
1999 relating to the consolidated financial statements of Gold Reserve
Corporation, which appears in Gold Reserve Inc.'s Annual Report on
Form 20-F for the year ended December 31, 1998.
/s/PricewaterhouseCoopers LLP
Spokane, Washington
December 6, 1999
