- Current report filing (8-K)
29 September 2009 - 12:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 25,
2009
(Date of earliest event reported)
VISTA GOLD CORP.
(Exact Name of Registrant as Specified in Charter)
Yukon Territory, Canada
(State or Other Jurisdiction of Incorporation)
1-9025
(Commission
File Number)
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Not
Applicable
(IRS Employer
Identification No.)
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7961 SHAFFER PARKWAY, SUITE 5,
LITTLETON, COLORADO 80127
(Address of Principal Executive Offices and Zip Code)
Registrants
telephone number, including area code:
(720)
981-1185
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:
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item
7.01 Regulation FD
On September 25,
2009, the Registrant issued a press release announcing the closing of the sale
of 1.32 million common shares, pursuant to the underwriters exercise of the
over-allotment option, which the Company granted in connection with its
recently-closed public offering of common shares. Consistent with the public offering of common
shares that closed on September 21, 2009, the 1.32 million common shares
were sold to the underwriters at the public offering price of US$2.25 per
common share. The over-allotment and the
recently-closed public offering were made pursuant to the Companys shelf
registration statement filed with the U.S. Securities and Exchange Commission
and a shelf prospectus filed with certain Canadian securities regulatory
authorities. With the sale of the
additional 1.32 million common shares to the underwriters, 10.12 million common
shares in total have been sold in connection with the offering. A copy of the press release is attached to
this report as Exhibit 99.1. In accordance with General Instruction B.2 of
Form 8-K, the information set forth herein and in the press release is
deemed to be furnished and shall not be deemed to be filed for purposes of
the Securities Exchange Act of 1934, as amended. The information set forth in
Item 7.01 of this report shall not be deemed an admission as to the materiality
of any information in this report on Form 8-K that is required to be
disclosed solely to satisfy the requirements of Regulation FD.
Item
9.01 Exhibits
99.1 Press Release dated September 25,
2009*
*The Exhibit relating
to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant
to Regulation FD.
SIGNATURES
In accordance with the
requirements of the Securities and Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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VISTA
GOLD CORP.
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(Registrant)
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Dated: September 28,
2009
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By:
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/s/Gregory G. Marlier
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Gregory G. Marlier
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Chief Financial Officer
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