---

As filed with the Securities and Exchange Commission on June 30, 2009

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

ELDORADO GOLD CORPORATION

_________________________________________________________________________________

 (Exact name of registrant as specified in its charter)

 

 

1188-550 Burrard Street

Vancouver, British Columbia

Canada V6C 2B5 

_________________________________________________________________________________

(Address of principal executive offices)

 

ELDORADO GOLD CORPORATION INCENTIVE STOCK OPTION PLAN (EMPLOYEES,
CONSULTANTS & ADVISORS), AMENDED AND RESTATED AS OF MAY 7, 2009

 

ELDORADO GOLD CORPORATION INCENTIVE STOCK OPTION PLAN (OFFICERS &
DIRECTORS), AMENDED AND RESTATED AS OF MAY 7, 2009

_________________________________________________________________________________

(Full titles of plan)

CT Corporation
111 Eighth Avenue, 13 Floor
New York, NY 10011
_________________________________________________________________________________
(Name and address of agent for service)

(212) 894-8940
_________________________________________________________________________________
(Telephone number, including area code, of agent for service)

Copies to:
Kenneth G. Sam, Esq.
Dorsey & Whitney LLP
Republic Plaza Building, Suite 4700
370 Seventeenth Street
Denver, CO 80202-5647
_________________________________________________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “Accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

EXPLANATORY NOTE

 

On September 4, 2007, Eldorado Gold Corporation (the “Company”) filed a Registration Statement on Form S-8 (SEC File No. 333-145854) to register 8,100,331 common shares of the Company issuable upon exercise of options or rights granted or to be granted under the Company’s Incentive Stock Option Plan of Eldorado Gold Corporation (Officers & Directors), Amended and Restated as of April 28, 2005 and the Company’s Eldorado Gold Corporation Incentive Stock Option Plan (Employees, Consultants & Advisors), Amended and Restated as of April 28, 2005. The Form S-8 (SEC File No. 333-145854) acted as a post-effective amendment, pursuant to Rule 429 of the Securities Act of 1933, as amended, to the Company’s Registration Statements on Form S-8 (SEC File No. 333-122683) and (SEC File No. 333-107138).

 

On October 7, 2008, the Company filed a Registration Statement on Form S-8 (SEC File No. 333-153894) to register 6,127,171 common shares of the Company issuable upon exercise of options or rights granted or to be granted under the Company’s Incentive Stock Option Plan of Eldorado Gold Corporation (Officers & Directors), Amended and Restated as of May 1, 2008 and the Company’s Eldorado Gold Corporation Incentive Stock Option Plan (Employees, Consultants & Advisors), Amended and Restated as of May 1, 2008.

 

On March 27, 2009, the Company’s Board of Directors approved a reload of 3,000,000 common shares into the Incentive Stock Option Plan (Employees, Consultants & Advisors), Amended and Restated as of May 1, 2008, pursuant to the provisions of that plan.

 

On May 7, 2009, the Company’s shareholders approved the amended and restated Incentive Stock Option Plan (Employees, Consultants & Advisors), Amended and Restated as of May 7, 2009. On May 29, 2009 the Board of Directors approved an increase in the number of common shares available under the Incentive Stock Option Plan (Employees, Consultants & Advisors) of 2,300,299 common shares.

 

On May 7, 2009, the Company’s shareholders approved the amended and restated Incentive Stock Option Plan (Officers & Directors), Amended and Restated as of May 7, 2009. On May 29, 2009 the Board of Directors approved an increase in the number of common shares available under the Incentive Stock Option Plan (Officer & Directors) of 3,161,959 common shares.

 

This Registration Statement registers the additional 5,300,299 common shares issuable upon exercise of options granted under the Incentive Stock Option Plan (Employees, Consultants & Advisors), Amended and Restated as of May 7, 2009, pursuant to the above reload and shareholder approved increase and the additional 3,161,959 common shares issuable upon exercise of options granted under the Incentive Stock Option Plan (Officers & Directors), Amended and Restated as of May 7, 2009, pursuant to the above shareholder approved increase.

 

The contents of the Company’s Registration Statement on Form S-8 (File No. 333-145854), as filed with the SEC on September 4, 2007, are incorporated by reference herein. The contents of the Company’s Registration Statement on Form S-8 (File No. 333-153894), as filed with the SEC on October 7, 2008, are incorporated by reference herein.

 

 

EXHIBITS

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, 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 Vancouver, Province of British Columbia, Canada on June 30, 2009.

 

 

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Paul N. Wright, Earl W. Price and Dawn L. Moss, his attorney-in-fact, with the power of substitution, for them in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

 

 

 

 

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

 

 

EXHIBIT INDEX