As filed with the Securities and Exchange Commission on May 28, 2003
Registration No. 333-_____
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VISTA GOLD CORP.
(Exact name of registrant as specified in its charter)
Yukon Territory, Canada 98-0066159
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado 80127
(Address of registrant's principal executive offices)
Vista Gold Corp. Stock Option Plan
(Full title of the plan)
Ronald J. McGregor
President and Chief Executive Officer
Vista Gold Corp.
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado 80127
(720) 981-1185
(Name, address and telephone number,
including area code, of agent for service and authorized
representative of registrant in the United States)
with copies to:
Jonathan C. Guest, Esq. William F. Sirett, Esq.
Perkins, Smith & Cohen, LLP Borden Ladner Gervais LLP
One Beacon Street 1200 Waterfront Centre
Boston, Massachusetts 02108 200 Burrard Street, P.O. Box 48600
(617) 854-4000 Vancouver, B.C., Canada V7X 1T2
(604) 687-5744
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price per Aggregate Offering Amount of
be Registered Registered Share (1) Price (1) Registration Fee (1)
Common Shares without 1,000,000 shares $3.53 $3,530,000 $286
par value
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and 457(h) under the Securities Act of 1933,
as amended, based on the average of the high and low prices of the
Registrant's common shares reported on the American Stock Exchange on May
23, 2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with this registration statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this registration statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents filed with the Commission by the
registrant (Exchange Act File No. 1-9025) are incorporated in this registration
statement by reference:
(a) The registrant's Annual Report on Form 10-K for the year ended
December 31, 2002.
(b) The registrant's Current Reports on Form 8-K filed on January 8, 2003,
January 9, 2003, January 23, 2003, February 14, 2003, March 3, 2003 and March
24, 2003.
(c) The registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003.
(d) The description of the securities contained in the registrant's
registration statement on Form 8-A filed under the Exchange Act dated January 4,
1988 and including any amendments or reports filed for the purpose of updating
such description. For the most recent description, please see "Description of
Capital Stock" in the registrant's registration statement on Form S-3 (File No.
333-104443) as filed with the Commission on April 10, 2003.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby 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
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 7.1 of the registrant's By-law No. 1 provides that no director
will be liable for acts or omissions of any other director or any officer or
employee, or for any loss, damage or expense sustained by the registrant
through: defects in title to any property acquired by the registrant or on its
behalf; or for losses or damages sustained by the registrant in connection with
investment of its
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funds or property (including losses or damages arising from bankruptcy,
insolvency or other tortious acts of an entity with which such funds or property
are deposited); or for any loss caused by an error of judgment or oversight on
the part of such director; or for any other liability that the director may
incur in his capacity as director, except for liabilities occasioned by the
director's own willful neglect or default. This Section also provides that the
registrant's directors and officers must act in accordance with the Business
Corporations Act (Yukon Territory) (the "Act") and regulations thereunder, and
will not be relieved from liability for any breach of such Act or regulations.
Section 7.2 of the registrant's By-law No. 1 provides that, subject to
limitations contained in the Act, and provided the indemnitee is fairly and
reasonably entitled to be indemnified by the registrant, the registrant will
indemnify its directors and officers, including former directors and officers or
persons acting at the request of the registrant as a director or officer of a
corporation of which the registrant is or was a shareholder or creditor (or a
person who undertakes or has undertaken any liability on behalf of the
registrant or any such other corporation), and heirs and legal representatives
of such persons, against all costs and expenses, including amounts paid to
settle an action or satisfy a judgment, reasonably incurred by such person in
respect of any civil, criminal or administrative action or proceeding to which
such person is made a party by reason of being or having been a director or
officer of the registrant or any such other corporation, if:
o he acted honestly and in good faith with a view to the best
interests of the registrant; and
o in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds
for believing that his conduct was lawful.
Section 7.3 of the registrant's By-law No. 1 provides that, subject to
limitations contained in the Act, the registrant may purchase and maintain
insurance for its directors and officers as determined by the registrant's Board
of Directors. As discussed below, the registrant does maintain such insurance.
Subsection (1) of Section 126 of the Act provides that except in respect
of an action by or on behalf of the corporation or body corporate to procure a
judgment in its favor, a corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or a person who
acts or acted at the corporation's request as a director or officer of a body
corporate of which the corporation is or was a shareholder or creditor, and his
heirs and legal representatives (collectively, a "Person"), against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of that corporation or body
corporate, if:
(a) he acted honestly and in good faith with a view to the best
interests of the corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was lawful.
A corporation may with the approval of the Supreme Court of the Yukon
Territory (the "Court") indemnify a Person in respect of an action by or on
behalf of the corporation or body corporate to procure a judgment in its favor,
to which he is made a party by reason of being or having been a director or an
officer of the corporation or body corporate, against all costs, charges and
expenses reasonably incurred by him in connection with the action if he fulfills
the conditions set out in paragraphs (1)(a) and (b) of Section 126 of the Act.
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Notwithstanding anything in Section 126 of the Act, a Person is entitled
to indemnity from the corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defense of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the corporation or body corporate,
if the person seeking indemnity:
(a) was substantially successful on the merits in his defense of
the action or proceeding;
(b) fulfills the conditions set out in paragraphs (1)(a) and (b)
of Section 126 of the Act; and
(c) is fairly and reasonably entitled to indemnity.
A corporation may purchase and maintain insurance for the benefit of any
Person against any liability incurred by him:
(a) in his capacity as a director or officer of the corporation,
except when the liability relates to his failure to act
honestly and in good faith with a view to the best interests
of the corporation; or
(b) in his capacity as a director or officer of another body
corporate if he acts or acted in that capacity at the
corporation's request, except when the liability relates to
his failure to act honestly and in good faith with a view to
the best interests of the body corporate.
A corporation or a Person may apply to the Court for an order approving an
indemnity under Section 126 of the Act and the Court may so order and make any
further order it thinks fit, including an order that notice be given to any
interested person.
The registrant indemnifies its directors and executive officers, as well
as their heirs and representatives, pursuant to indemnification agreements it
has entered into with each such director and executive officer, against all
liabilities and obligations, including legal fees and costs of investigation and
defense of claims, as well as amounts paid to settle claims or satisfy
judgments, that these directors and officers may incur in such capacities. While
these agreements provide that the registrant will indemnify such director or
officer regardless of conduct or fault of that person, the agreements also
provide that the registrant may only make such indemnification payments as
permitted by applicable law. The agreements provide that the registrant's
obligations under the agreements are not diminished or otherwise affected by,
among other things, any officers' liability insurance placed by or for the
benefit of the indemnitee, the registrant or any entity related to either.
In addition, the registrant maintains directors' and officers' liability
insurance which insures against liabilities that its directors and officers may
incur in such capacities.
Reference is made to "Undertakings," below, for the registrant's
undertakings in this registration statement with respect to indemnification of
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act").
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of Item 6, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 of 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 Littleton, Colorado, on May 22, 2003.
VISTA GOLD CORP.
Registrant
By: /s/ Ronald J. McGregor
--------------------------------------
Ronald J. McGregor
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ronald J. McGregor and John F. Engele, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments (including, without
limitation, post-effective amendments) to this registration statement, any
related registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933 and any or all pre- or post-effective amendments thereto,
and to file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any substitute or substitutes
for any or all of them, may lawfully do or cause to be done by virtue hereof.
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 stated.
Signature Title Date
--------- ----- ----
/s/ Ronald J. McGregor President, Chief Executive Officer May 22, 2003
------------------------- and Director (Principal Executive
Ronald J. McGregor Officer and Authorized
Representative in the United States)
/s/ John F. Engele Vice President Finance and Chief May 22, 2003
------------------------- Financial Officer (Principal
John F. Engele Financial and Accounting Officer)
/s/ John M. Clark Director May 23, 2003
-------------------------
John M. Clark
/s/ Michael B. Richings Director May 24, 2003
-------------------------
Michael B. Richings
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/s/ C. Thomas Ogryzlo Director May 26, 2003
-------------------------
C. Thomas Ogryzlo
/s/ Robert A. Quartermain Director May 26, 2003
-------------------------
Robert A. Quartermain
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Exhibit
Number Description of Document
------ -----------------------
4.1 Articles of Continuance of the Registrant (1)
4.2 By-Law No. 1 of the Registrant (1)
4.3 Amended By-Law No. 1 of the Registrant (2)
5 Opinion of Campion Macdonald (including the consent of such firm)
regarding the legality of the securities being offered
23.1 Consent of Campion Macdonald (included as part of Exhibit 5
hereto)
23.2 Consent of PricewaterhouseCoopers LLP, independent auditors
23.3 Consent of Mine Reserve Associates, Inc.
23.4 Consent of Snowden Mining Industry Consultants
23.5 Consent of Mine Development Associates
24 Powers of Attorney (included on signature page)
99 Vista Gold Corp. Stock Option Plan (3)
(1) Incorporated by reference to Exhibit 2.01 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 1997, as filed with
the Commission on April 8, 1998 (File No. 1-9025).
(2) Incorporated by reference to Exhibit 3.04 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998, as filed with
the Commission on March 31, 1999 (File No. 1-9025).
(3) Incorporated by reference to Schedule B to the Registrant's definitive
Proxy Statement as filed with the Commission on March 28, 2003 (File No.
1-9025).
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