Current Report Filing (8-k)
21 März 2019 - 11:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 14, 2019
(Date of earliest event reported)
VISTA
GOLD CORP.
(Exact Name of Registrant as Specified in
Charter)
British Columbia, 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)
Registrant’s 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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 14, 2019, Deborah Friedman was
appointed as a director of Vista Gold Corp. (the “Company”).
Ms. Friedman was Senior of Counsel at Davis
Graham & Stubbs LLP; Partner, Davis Graham & Stubbs LLP from August 2000 to December 2016 and of counsel from May 1999
to August 2000. Ms. Friedman was Senior Vice President, General Counsel and Corporate Secretary of Apex Silver Mines Corporation
and its successor Gold Minerals Company from July 2007 to December 2015. Ms. Friedman served as the head of Davis Graham &
Stubbs’ Corporate Department and on the firm’s Executive Committee for a number of years. Ms. Friedman held various
positions in the law department of Cyprus Amax Mineral Company from 1982 through 1994, including General Counsel and Associate
General Counsel, and served as Vice President and General Counsels of AMAX Gold Inc. from 1994 to 1998. Ms. Friedman graduated
from the University of Illinois in 1974 with a Bachelor of Arts Degree in History and received her Juris Doctor degree from the
University of Michigan in 1977.
Ms. Friedman does not have a family relationship
with any other member of the Board of Directors or any executive officer of the Company, and Ms. Friedman has not been a participant
or had any interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K. There is no arrangement
or understanding between any of the Company’s officers and directors and Ms. Friedman pursuant to which she was selected
to serve as a director.
In connection with her appointment, Ms.
Friedman will receive compensation pursuant the Company’s standard director compensation policies as disclosed in the Company’s
definitive proxy statement on Schedule 14A as filed with the Commission on March 16, 2018.
Item 7.01 Regulation FD
On March 14, 2019, the Registrant issued
a press release that announced that it has increased the size of its Board of Directors from six to seven, and appointed Ms. Deborah
Friedman as a director of the Company.
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 and shall not be incorporated by reference into any registration statement or
other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing. 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
*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.
(Registrant)
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Dated: March 20, 2019
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By:
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/s/John F. Engele
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John F. Engele
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Chief Financial Officer
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EXHIBIT INDEX
*The Exhibit relating to Item 7.01 is intended
to be furnished to, not filed with, the SEC pursuant to Regulation FD.
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