As filed
with the Securities and Exchange Commission on June 24, 2010
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
APOLLO
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
Yukon
Territory,
Canada
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Not
Applicable
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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5655
South Yosemite Street, Suite 200
Greenwood
Village, Colorado 80111-3220
(720)
886-9656
(Address
of principal executive offices)
APOLLO
GOLD CORPORATION
AMENDED
AND RESTATED STOCK OPTION INCENTIVE PLAN
(Full
title of the plan)
R.
David Russell
President
and Chief Executive Officer
5655 South
Yosemite Street, Suite 200
Greenwood
Village, Colorado 80111
(720) 886-9656
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
With a
copy to:
Timothy
D. Rampe
Davis
Graham & Stubbs LLP
1550
Seventeenth Street, Suite 500
Denver,
Colorado 80202
(303) 892-9400
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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
Accelerated Filer
£
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Accelerated
Filer
R
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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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CALCULATION
OF REGISTRATION FEE
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Proposed
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Proposed
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Amount
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Maximum
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Maximum
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Title of Securities
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to be
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Offering Price
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Aggregate
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Amount of
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to be Registered
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Registered (1)
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Per Share (2)
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Offering Price(2)
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Registration Fee
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Common
Stock, without par value
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26,058,539 shares
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$0.33
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$8,599,317.87
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$613.13(3)
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement shall also cover any
additional and indeterminate number of shares of common stock of the
registrant (“Common Stock”) to be offered or issued as a result of any
stock dividend, stock split, recapitalization or other similar transaction
effected without receipt of consideration that increases the number of
outstanding shares of Common Stock.
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(2)
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Estimated
solely for the purposes of calculating the registration
fee. Pursuant to Rule 457(h)(1) under the Securities Act, the
proposed maximum offering price per share and proposed maximum aggregate
offering price are based upon the average of the high and low prices of
the registrant’s common stock on June 23, 2009, as reported on the NYSE
Amex exchange.
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(3)
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Apollo
Gold Corporation (“Apollo”) registered a total of 7,191,596 shares under a
Registration Statement on Form S-8 (Registration No. 333-113889) (the
“Original Registration Statement”) filed with the Securities and Exchange
Commission on March 24, 2004, relating to 4,805,904 shares authorized for
issuance under Apollo’s Stock Option Incentive Plan and 2,385,692 shares
authorized for issuance under Apollo’s Plan of Arrangement Stock Option
Incentive Plan. In connection with the Original Registration
Statement, Apollo paid a registration fee of $1,877.02. In
addition, Apollo registered 18,455,225 under a Registration Statement on
Form S-8 (Registration No. 333-162558) (the “Second Registration
Statement”) filed with the Securities and Exchange Commission on October
19, 2009, relating to Apollo’s Amended and Restated Stock Option Incentive
Plan. In connection with the Second Registration Statement,
Apollo paid a registration fee of $576.69. Apollo is
registering an additional 26,058,539 shares under this Registration
Statement on Form S-8 relating to Apollo’s Amended and Restated Stock
Option Incentive Plan and, pursuant to General Instruction E to Form S-8,
the fee set forth in the table above is only in respect of those
additional shares.
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EXPLANATORY
NOTE
Apollo Gold Corporation (“Apollo”) has
previously filed two registration statements on Form S-8 (File Nos. 333-113889
and 333-162558) relating to its Amended and Restated Stock Option Incentive Plan
(the “Prior Registration Statements”). On June 24, 2010, Apollo’s shareholders
approved certain amendments to the Amended and Restated Stock Option Incentive
Plan (the “2010 Amended Plan”). The 2010 Amended Plan, among other
things, increased the number of shares of common stock available for issuance
under such plan from (a) the lesser of (i) 10% of Apollo’s issued and
outstanding shares of common stock and (ii) 23,261,129 shares of common stock to
(b) the lesser of (i) 10% of Apollo’s issued and outstanding shares of common
stock and (ii) 51,755,687 shares of common stock. This Registration
Statement on Form S-8 is being filed to register an additional 26,058,539 shares
of common stock available for issuance under the 2010 Amended
Plan. Pursuant to General Instruction E to Form S-8, the contents of
the Prior Registration Statements, including each of the documents filed as
exhibits thereto, are incorporated by reference herein except as otherwise
updated or modified by this filing.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3
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INCORPORATION
OF DOCUMENTS BY REFERENCE
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The following documents previously
filed by Apollo with the Securities and Exchange Commission (“SEC”) pursuant to
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby
incorporated by reference in this Registration Statement, other than information
in a report on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed in connection with such information:
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1.
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Apollo’s
Annual Report on Form 10-K for the year ended December 31, 2009,
filed with the SEC on March 17, 2010 as amended on April 30,
2010;
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2.
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Apollo’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed
with the SEC on May 10, 2010;
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3.
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Apollo’s
Current Reports on Form 8-K, filed with the SEC on January 6, 2010,
January 11, 2010, February 3, 2010, March 1, 2010, March 9, 2010, March
23, 2010, April 1, 2010, April 13, 2010, April 26, 2010 and June 21,
2010;
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4.
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Apollo’s
Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 26,
2010; and
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5.
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The
description of Apollo’s capital stock set forth in its Registration
Statement on Form 10, filed June 23,
2003.
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In
addition, all reports and documents filed with the SEC by Apollo pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment to this
Registration Statement 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 herein and made a part hereof from the
date of the filing of such documents, other than information in a Current Report
on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K and
exhibits filed in connection with such information.
Any statement contained in this
Registration Statement, in an amendment hereto or in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed amendment to this Registration Statement or in any
document that also is 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.
Upon the written or oral request of any
person to whom a copy of this Registration Statement has been delivered, Apollo
will provide without charge to such person a copy of any and all documents
incorporated by reference herein (excluding exhibits thereto unless such
exhibits are specifically incorporated by reference into such documents).
Requests for such documents should be directed to Apollo Gold Corporation, 5655
South Yosemite Street, Suite 200, Greenwood Village, Colorado,
80111 Attention: Chief Financial Officer; Telephone: (720)
886-9656.
Exhibit No.
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Description of Exhibit
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4.1
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Amended
and Restated Apollo Gold Corporation Stock Option Incentive Plan
(incorporated by reference to Schedule J to Apollo Gold Corporation’s
Definitive Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on May 26, 2010)
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5.1
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Opinion
of Lackowicz, Shier & Hoffman
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23.1
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Consent
of Lackowicz, Shier & Hoffman (included in Exhibit
5.1)
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23.2
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Consent
of Deloitte and Touche LLP
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24.1
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Power
of Attorney (included on signature page of this registration
statement)
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for 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 the City of Greenwood Village, State of Colorado, on this 24
th
day of
June, 2010.
APOLLO
GOLD CORPORATION
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By:
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/s/ Melvyn Williams
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Melvyn
Williams, Chief Financial Officer and
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Senior
Vice President – Finance and Corporate
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Development
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By:
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/s/ R. David Russell
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R.
David Russell, President and Chief Executive
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Officer,
Director and Authorized U.S.
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Representative
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POWER
OF ATTORNEY
Each individual whose signature appears
below constitutes and appoints Melvyn Williams his true and lawful agent,
proxy and attorney-in-fact, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to act on,
sign and file with the Securities and Exchange Commission any and all amendments
(including post-effective amendments, exhibits thereto and other documents in
connection therewith) to this registration statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, 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 to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, 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
indicated.
Signature
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Title
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Date
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/s/
R. David Russell
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President
and Chief Executive
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June
24, 2010
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R. David
Russell
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Officer,
and Director
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(Principal
Executive Officer)
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/s/
Melvyn Williams
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Chief
Financial Officer and Senior
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June
24, 2010
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Melvyn
Williams
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Vice
President – Finance and
Corporate
Development (Principal
Financial
and Accounting Officer)
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/s/
Charles E. Stott
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Chairman
of the Board of Directors
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June
24, 2010
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Charles
E. Stott
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/s/ G. Michael Hobart
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Director
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June
24, 2010
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G. Michael
Hobart
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/s/ Robert W. Babensee
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Director
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June
24, 2010
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Robert
W. Babensee
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/s/ W.S. Vaughan
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Director
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June
24, 2010
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W.
S. Vaughan
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/s/ David W. Peat
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Director
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June
24, 2010
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David
W. Peat
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/s/ Marvin K. Kaiser
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Director
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June
24, 2010
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Marvin
K. Kaiser
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EXHIBIT
INDEX
Exhibit No.
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Description of Exhibit
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4.1
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Amended
and Restated Apollo Gold Corporation Stock Option Incentive Plan
(incorporated by reference to Schedule J to Apollo Gold Corporation’s
Definitive Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on May 26, 2010)
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5.1
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Opinion
of Lackowicz, Shier & Hoffman
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23.1
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Consent
of Lackowicz, Shier & Hoffman (included in Exhibit
5.1)
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23.2
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Consent
of Deloitte and Touche LLP
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24.1
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Power
of Attorney (included on signature page of this registration
statement)
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