As filed with the Securities and Exchange Commission on June 10, 1998
Registration No. 033-61113
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 4
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLD RESERVE CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Montana 81-0266636
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
601 West Riverside Avenue
Suite 1940
Spokane, Washington
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(Address of principal executive offices)
99201
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(Zip Code)
GOLD RESERVE 1985 STOCK OPTION PLAN
GOLD RESERVE 1992 STOCK OPTION PLAN
GOLD RESERVE 1994 STOCK OPTION PLAN
GOLD RESERVE KSOP PLAN
(Full title of the plans)
ROCKNE J. TIMM
601 West Riverside Avenue
Suite 1940
Spokane, Washington 99201
(509) 623-1500
(Name, address, and telephone number,
including area code, of agent for service)
with a copy to:
ALAN G. HARVEY
Baker & McKenzie
2001 Ross Avenue, Suite 4500
Dallas, Texas 75201
(214) 978-3000
<PAGE>
PURSUANT TO INSTRUCTION E OF FORM S-8, THE CONTENTS OF THE FOLLOWING
REGISTRATION STATEMENTS OF THE COMPANY 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.
033-58700), AS AMENDED; (B) REGISTRATION STATEMENT ON FORM S-8
(REGISTRATION NO. 033-69912), AS AMENDED; AND (C) REGISTRATION
STATEMENT ON FORM S-8 (REGISTRATION NO. 033-35595).
<PAGE>
EXPLANATORY NOTE
A total of 3,013,960 shares of common stock, no par value per share
(including the preferred stock purchase rights attaching thereto, the
"Common Stock") of Gold Reserve Corporation (the "Company") were
registered by Post-Effective Amendment No. 3 to Registration Statement
on Form S-8 (Registration No. 033-61113) (the "Prior Registration
Statement"), for issuance in connection with the Gold Reserve 1985
Stock Option Plan, the Gold Reserve 1992 Stock Option Plan and the
Gold Reserve 1994 Stock Option Plan (the "Predecessor Plans") and the
Gold Reserve KSOP Plan. On June 5, 1997, the stockholders of the
Company approved the Gold Reserve 1997 Equity Incentive Plan (the
"1997 Plan"). The Company is no longer granting options or restricted
stock under the Predecessor Plans. Shares of Common Stock subject to
stock options previously existing under the Predecessor Plans that as
a result of forfeiture to the Company again become subject to
reissuance are reissued and administered pursuant to the 1997 Plan.
2,108,889 shares of Common Stock previously registered under the Prior
Registration Statement remain unsold and have not been issued under
the Predecessor Plans and, pursuant to Instruction E to Form S-8 and
the telephonic interpretation of the Securities and Exchange
Commission set forth at item 89 of section G of the Division of
Corporation Finance's Manual of Publicly Available Telephone
Interpretations (July 1997), are carried forward to, and deemed
covered by, the Registration Statement on Form S-8 filed on or about
the date hereof in connection with the 1997 Plan (the "1997 Plan
Registration Statement"). None of the 258,300 shares relating to the
Company's KSOP Plan registered under the Prior Registration Statement
are carried forward to, or deemed covered by, the 1997 Plan
Registration Statement.
<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 June 10, 1998.
GOLD RESERVE CORPORATION
By: /s/ Rockne J. Timm
--------------------------------------
ROCKNE J. TIMM
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 President, Chief Executive Officer and
-------------------------------- Director (Principal Executive Officer) June 10, 1998
ROCKNE J. TIMM
/s/ Robert A. McGuinness Vice President of Finance and Chief
-------------------------------- Financial Officer (Principal Financial June 10, 1998
ROBERT A. McGUINNESS and Accounting Officer)
/s/ A. Douglas Belanger Executive Vice President, Secretary and
-------------------------------- Treasurer June 10, 1998
A. DOUGLAS BELANGER
/s/ James P. Geyer Senior Vice President and Director June 10, 1998
--------------------------------
JAMES P. GEYER
/s/ James H. Coleman Director June 10, 1998
--------------------------------
JAMES H. COLEMAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
-------------------------------- ------------------------------------------ ---------------
<S> <C> <C>
/s/ Patrick D. McChesney Director June 10, 1998
--------------------------------
PATRICK D. McCHESNEY
/s/ Chris D. Mikkelsen Director June 10, 1998
--------------------------------
CHRIS D. MIKKELSEN
/s/ Jean Charles Potvin Director June 10, 1998
--------------------------------
JEAN CHARLES POTVIN
</TABLE>
<PAGE>
