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 (Date of earliest event reported): December 24, 2013
GOLD RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
| Colorado | 001-34857 | 84-1473173 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2886 Carriage Manor Point
Colorado Springs, CO 80906
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number including area code: (303) 320-7708
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 24, 2013, the Board of Directors of Gold Resource Corporation (the “Company”) resolved to decrease the number of members of the Board of Directors from six to four effective December 31, 2013 with the retirement of William Reid from the Board of Directors. Mr. Reid has served as Chairman of the Board of Directors since the Company’s inception. Bill Conrad, who has been serving as Vice Chairman since Mr. Reid notified the Company in September 2013 of his intention to retire, has been appointed to serve as Chairman upon Mr. Reid’s departure. The reduction in the size of the Board eliminates any vacancy created by Mr. Reid’s retirement and a majority of the members continue to meet the independence standards determined by the NYSE.
Item 7.01. Regulation FD Disclosure
On December 30, 2013, the Company issued a press release regarding a decrease in the size of the Board of Directors and the retirement of William Reid as a director. A copy of the press release is attached to this report as Exhibit 99.1.
The information furnished under this Item 7.01, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are furnished with this report:
| 99.1 | Press release dated December 30, 2013. |
Cautionary Statement
With the exception of historical matters, the matters discussed in the press release include forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained therein. Such forward-looking statements include, among others, statements regarding current and future exploration and development activities. Factors that could cause actual results to differ materially from projections or estimates include, among others, precious metals prices, economic and market conditions and future drilling results, as well as other factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, and other filings with the SEC. Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any obligation to update any forward-looking statement. Readers are cautioned not to put undue reliance on forward-looking statements. U.S. investors should be aware that the Company has no “reserves” as defined by Guide 7 adopted by the United States Securities and Exchange Commission (SEC) and are cautioned not to assume that any part or all of the mineralization will ever be confirmed or converted into Guide 7 compliant “reserves.”
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| GOLD RESOURCE CORPORATION | ||||||
| Date: December 31, 2013 | By: | /s/ Jason D. Reid | ||||
| Name: | Jason D. Reid | |||||
| Title: | Chief Executive Officer and President | |||||
EXHIBIT INDEX
The following is a list of the Exhibits furnished herewith.
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release dated December 30, 2013. | |