As filed with the Securities and Exchange Commission on October 7, 2008

Registration Statement No. 333-145854 

 

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

Bentall 5

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 1, 2008

 

INCENTIVE STOCK OPTION PLAN OF ELDORADO GOLD CORPORATION

(OFFICERS & DIRECTORS), AMENDED AND RESTATED AS OF MAY 1, 2008

(Full titles of plans)

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 March 25, 2008, the Company’s Board of Directors approved and on May 1, 2008 the Company’s shareholders approved an increase in the number of common shares issuable pursuant to stock options under Incentive Stock Option Plan of Eldorado Gold Corporation (Officers & Directors) from 11,058,350 to 13,781,541. Accordingly, the Company hereby registers an additional 2,723,191 common shares for issuance under its Incentive Stock Option Plan of Eldorado Gold Corporation (Officers & Directors), Amended and Restated as of May 1, 2008, the difference between the old ceiling and the new ceiling.

 

On March 25, 2008, the Company’s Board of Directors approved and on May 1, 2008 the Company’s shareholders approved an increase in the number of common shares issuable pursuant to stock options under the Eldorado Gold Corporation Incentive Stock Option Plan (Employees, Consultants & Advisors) from 13,822,947 to 17,226,927. Accordingly, the Company hereby registers an additional 3,403,980 common shares for issuance under Eldorado Gold Corporation Incentive Stock Option Plan (Employees, Consultants & Advisors), Amended and Restated as of May 1, 2008, the difference between the old ceiling and the new ceiling.

 

The contents of the Registrant’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.

 

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 October 7, 2008.

 

 

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