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Message: Re: GRZ NEWS *S8 10/20/09)

Re: GRZ NEWS *S8 10/20/09)

posted on Oct 20, 2009 05:21PM

The issuance of the additional 1,375,800 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 number 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 Plan was reaffirmed by Shareholders June 11, 2009. Pursuant to Instruction E of Form S-8, the contents of the following Registration Statements on Form S-8 are incorporated herein by reference:

1. the Company, as filed with the Securities and Exchange Commission: (a) Registration Statement on Form
S-8 (Registration No. 333-152882), (b) Registration Statement on Form S-8 (Registration No. 333-
151589), as amended; (c) Registration Statement on Form S-8 (Registration No. 333-145769), as amended;
(d) Registration Statement on Form S-8 (Registration No. 333-139463), as amended; (e) Registration
Statement on Form S-8 (Registration No. 333-138128), as amended; (f) Registration Statement on Form S-
8 (Registration No.333-135756), as amended; (g) Registration Statement on Form S-8 (Registration No.
333-133421), as amended; (h) Registration Statement on Form S-8 (Registration No. 333-127336), as
amended; (i) Registration Statement on Form S-8 (Registration No. 333-119037), as amended; (j)
Registration Statement on Form S-8 (Registration No. 333-110927),as amended; and (k) Registration
Statement on Form S-8 (Registration No. 333-56495), as amended; and
2. 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), as amended).
Item 3. Incorporation of Documents by Reference.

The following items are incorporated herein by reference:
  • The Company’s Annual Report on Form 20-F, filed March 31, 2009;
  • All other reports filed pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended, since the end of the fiscal year covered by the Company’s Annual Report on Form 20-F filed March 31, 2009;
  • The description of the Class A Common Shares registered hereby contained in the Company’s Registration Statement on Form S-4 filed on November 27, 1998 under the section entitled “DESCRIPTION OF SECURITIES AND COMPARISON OF RIGHTS OF
    SHAREHOLDERS”; and
  • The description of the Class A Common Share Purchase Rights registered hereby contained in the Company’s Form 6-K (Exhibit 99.1, Appendix C) dated May 14, 2009.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to its filing of this registration statement, but prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Item 8. Exhibits.

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 Company’s
Annual Report on Form 20-F (File No. 001-31819) filed with the Securities and Exchange Commission
on April 3, 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 99.1, Appendix C of the Company's Form 6-K filed
with the Securities and Exchange Commission on May 14, 2009)
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)
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*
23.4 Consent of Marston & Marston, Inc.*
24.1 Power of Attorney (included on the signature page of the registration statement)*
1
Oct 20, 2009 10:24PM
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