As filed with the Securities and Exchange Commission on May 28, 2003
Registration No. 33-9539
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
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
DEREGISTRATION OF COMMON SHARES
The Registrant, by this Post-Effective Amendment No. 2, hereby amends its
Registration Statement on Form S-8 (No. 33-9539), filed by the Registrant's
predecessor Granges Inc. with the Securities and Exchange Commission (the
"Commission") on October 16, 1986, as amended by Post-Effective Amendment No. 1
thereto, filed with the Commission on November 30, 1990 (collectively, the
"Granges Registration Statement"), solely to remove from registration the
remaining common shares, without par value (the "Shares") of the Registrant
which remain unsold under such Granges Registration Statement.
Effective upon the amalgamation of Granges Inc. and Da Capo Resources Ltd.
on November 1, 1996, the Registrant, as the amalgamated entity, adopted, as
successor in interest, the Stock Option Plan (the "Plan") of Granges Inc. The
4,500,000 common shares issuable under such Plan had been registered for
issuance under the Granges Registration Statement. On June 19, 2002, the
Registrant effected a one for 20 consolidation of its common shares. After
giving effect to this share consolidation, the maximum number of shares issuable
pursuant to the Plan decreased from 4,500,000 to 225,000 common shares. On May
2, 2003, the Plan was amended as approved by the shareholders of the Registrant
to increase the maximum number of common shares issuable under the Plan from
225,000 to 1,000,000, which included the Shares registered but as yet unsold
under the Granges Registration Statement. Concurrently herewith, the Registrant
is filing a new registration statement on Form S-8 to register for issuance all
of the 1,000,000 common shares issuable under the Plan. Accordingly, the
remaining Shares that were registered and unsold under the Granges Registration
Statement are being deregistered by this Post-Effective Amendment No. 2.
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended (the "Act"), and the undertaking contained in the Granges Registration
Statement pursuant to Item 512(a)(3) of Regulation S-K promulgated under the
Act, the Registrant hereby removes the Shares from registration.
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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 Post-Effective
Amendment No. 2 to Registration Statement on Form S-8 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
Post-Effective Amendment No. 2 to 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
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/s/ Michael B. Richings Director May 24, 2003
-------------------------
Michael B. Richings
/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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