Amendment #1 to Form 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): December
7, 2006
GOLD
RESOURCE CORPORATION
(Exact
name of registrant as specified in its charter)
|
Colorado
(State
or other jurisdiction of incorporation or organization)
|
333-129321
(Commission
File
Number)
|
84-1473173
(I.R.S.
Employer
Identification
No.)
|
222
Milwaukee Street, Suite 301
Denver,
CO 80206
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number including area code: (303)
320-7708
Check
the
appropriate box below if the form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
EXPLANATORY
NOTE
This
amendment to Form 8-K is being filed to amend certain information contained
in
the original report. The amendment contains the entire report, as amended and
restated, except for the exhibit which is incorporated by reference from the
prior report.
Item
1.01 Entry
into a Material Definitive Agreement.
The
information in Item 3.02 below, is incorporated herein by
reference.
Item
3.02 Unregistered
Sales of Equity Securities.
On
December 7, 2006, Gold Resource Corporation (the “Company”) completed a private
placement and sold a total of 4,322,000 shares of its common stock to investors
in a transaction that was not registered under the Securities Act of 1933
(“Securities Act”). The shares were sold pursuant to a subscription agreement
with each purchaser. The subscription agreement summarized the offering,
contained customary representations and warranties by the subscriber and
contained a registration rights provision in favor of the purchaser. Each share
was sold for $1.20 per share for aggregate proceeds of $5,186,400. The Company
received proceeds of $4,928,430, net of finder’s fees.
Pursuant
to the registration rights provision in the subscription agreement, the Company
agreed to use its commercially reasonable efforts to cause the shares to be
registered for resale with the Securities and Exchange Commission (“SEC”) as
promptly as practical after the closing of the transaction and to pay the costs
associated with such registration. If the Company is unable to have a
registration statement registering these shares for resale declared effective
on
or before June 7, 2007, the Company will be required to issue additional shares
of common stock equal to 10% of the shares sold to each investor in the private
placement as liquidated damages.
In
connection with the offering, the Company agreed to pay a finder’s fee equal to
5% of the gross proceeds in cash and issue shares of the Company’s common stock
equal to 6% of the number of shares sold to individuals and entities who
assisted with locating purchasers for the Company’s stock and who are not
officers or directors of the Company. As a result, the Company paid total
finder’s fees of $257,970 and issued 257,700 shares of stock.
The
shares were sold by the Company in transactions exempt from the registration
requirements of the Securities Act pursuant to Rule 506 of Regulation D and
in
transactions that did not require registration pursuant to Rule 903 of
Regulation S. Each investor in the U.S. was an “accredited investor” within the
meaning of Rule 501. Further, the Company did not engage in any general
solicitation or advertising in connection with the offering and exercised
reasonable care in connection with the offering to ensure that the purchasers
were not underwriters, including the placement of legends restricting transfer
on certificates representing the securities. The remainder of the
shares were sold to persons who were not in the U.S. and were not “U.S. persons”
as defined in Rule 902 of Regulation S. The Company did not engage in any
directed selling efforts in the United States in connection with the offering
and placed legends on stock certificates restricting transfer in accordance
with
Regulation S.
The
descriptions in this report of contracts, agreements or other arrangements
to
which the Company is party are summaries only and are not necessarily complete.
Reference is made to the complete text of each such document, filed as an
exhibit or incorporated by reference herein. See Item 9.01, Financial Statements
and Exhibits, below.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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10.1
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Form
of Subscription Agreement between the Registrant and each investor
(incorporated by reference from the report on Form 8-K filed with
the SEC
on December 12, 2006, File No.
333-129321).
|
Cautionary
Statement for Purposes of the "Safe Harbor "Provisions of the Private Securities
Litigation Reform Act of 1995.
The
matters discussed in this report on Form 8-K, when not historical matters,
are
forward-looking statements that involve a number of risks and uncertainties
that
could cause actual results to differ materially from projected results. Such
factors include, among others set forth in the Company's prospectus and reports
filed with the SEC, the results of its continuing exploration program, the
decisions of third parties over which the Company has no control, commodity
prices, environmental and government regulations, availability of financing,
judicial proceedings, force
majeure
events,
and other risk factors as described from time to time in the Company's filings
with the SEC. Many of these factors are beyond the Company's ability to control
or predict. The Company disclaims any intent or obligation to update its
forward-looking statements, whether as a result of receiving new information,
the occurrence of future events, or otherwise.
SIGNATURE
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
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GOLD
RESOURCE CORPORATION |
| Date:
January 5, 2007 |
By: |
/s/ William
W. Reid |
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Name:
William W. Reid
Title: President
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Exhibit
Index
Exhibit
Number Description
of Exhibit
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10.1
|
|
Form
of Subscription Agreement between the Registrant and each investor
(incorporated by reference from the report on Form 8-K filed with
the SEC
on December 12, 2006, File No.
333-129321).
|