form8k.htm
 
 

 

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 28, 2011
(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)
Not Applicable
(IRS Employer Identification No.)

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:
 
   
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 7.01  Regulation FD
 
On September 28, 2011, the Registrant issued a press release advising warrant holders that the first year exercise price of US$3.50 per share for the warrants issued pursuant to the Corporation’s October 2010 private placement will expire at 4:30 pm (Vancouver time) on October 22, 2011.  After such time, the exercise price will automatically increase to US$4.00 per share for the following one-year period.  Each Warrant is exercisable over a five-year period to purchaseone Common Share at a purchase price of US$3.50 during the first year, US$4.00 during the second year, US$4.50 during the third year and US$5.00 thereafter until the expiry of the Warrants on October 22, 2015.  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 28, 2011*

*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.
 
 
VISTA GOLD CORP.
(Registrant)


Dated:  September 30, 2011
By: /s/Terri L. Eggert
Terri L. Eggert
Interim Chief Financial Officer