As filed with the Securities and Exchange Commission on December 7, 2016
Registration No. 333-171779
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
POST EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
GOLD RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
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Colorado
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84-1473173
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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2886 Carriage Manor Point
Colorado Springs, CO 80906
(Address of principal executive offices) (Zip code)
Amended and Restated Non-Qualified Stock Option
and Stock Grant Plan
Gold Resource Corporation 2016 Equity Incentive Plan
(Full title of the plan)
Jason D. Reid
President and Chief Executive Officer
Gold Resource Corporation
2886 Carriage Manor Point
Colorado Springs, CO 80906
(303) 320-7708
(Name, address and telephone number of agent for service)
Copies to:
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David J. Babiarz, Esq.
James A. Liebscher, Esq.
Polsinelli P.C.
1515 Wynkoop Street, Suite 600
Denver, Colorado 80202
(303) 572-9300
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Jessica Browne, Esq.
Vice President Legal,
General Counsel and Secretary
2886 Carriage Manor Point
Colorado Springs, CO 80906
(303) 320-7708
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Explanatory Note
On January 20, 2011, Gold Resource Corporation (the “Company”) filed a registration statement on Form S-8 (Registration No. 333-171779) with the United States Securities and Exchange Commission to register 9,047,996 shares of the Company’s common stock, $0.001 par value per share, authorized under the Company’s Amended and Restated Non-Qualified Stock Option and Stock Grant Plan, (“Prior Plan”). The registration statement also covered an indeterminate number of shares of common stock as may have become issuable as a result of stock splits, stock dividends or similar transactions in accordance with anti-dilution provisions. The Company paid a registration fee of $28,583.35 at that time to register the securities.
On April 18, 2016, the Company adopted the Gold Resource Corporation 2016 Equity Plan (“New Plan”) which was approved by its shareholders and became effective on June 15, 2016. Pursuant to the terms of the New Plan, as of the effective date, no new shares may be issued under the Prior Plan and any shares which may be issued upon exercise of options outstanding under the Prior Plan that expire or are forfeited, canceled or otherwise terminated after the effective date of the New Plan shall become eligible for issuance under the New Plan. Pursuant to the undertaking that the Company disclose a material change in the plan of distribution, the Company is filing this Post-Effective Amendment No. 1 to the registration statement to reflect that the registered shares may be issued under the New Plan once they are no longer issuable pursuant to the Prior Plan.