|
Yukon
Territory,
Canada
|
Not
Applicable
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
Number)
|
Large
Accelerated Filer £
|
Accelerated
Filer R
|
Non-Accelerated
Filer £ (do not
check if a smaller reporting company
|
Smaller
Reporting Company £
|
|
Proposed
|
Proposed
|
||||||||||||
|
Amount
|
Maximum
|
Maximum
|
|||||||||||
Title of Securities
|
to be
|
Offering Price
|
Aggregate
|
Amount of
|
||||||||||
to be Registered
|
Registered (1)
|
Per Share (2)
|
Offering Price(2)
|
Registration Fee
|
||||||||||
Common
Stock, without par value
|
26,058,539 shares
|
$0.33
|
$8,599,317.87
|
$613.13(3)
|
(1)
|
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement shall also cover any
additional and indeterminate number of shares of common stock of the
registrant (“Common Stock”) to be offered or issued as a result of any
stock dividend, stock split, recapitalization or other similar transaction
effected without receipt of consideration that increases the number of
outstanding shares of Common Stock.
|
(2)
|
Estimated
solely for the purposes of calculating the registration
fee. Pursuant to Rule 457(h)(1) under the Securities Act, the
proposed maximum offering price per share and proposed maximum aggregate
offering price are based upon the average of the high and low prices of
the registrant’s common stock on June 23, 2009, as reported on the NYSE
Amex exchange.
|
(3)
|
Apollo
Gold Corporation (“Apollo”) registered a total of 7,191,596 shares under a
Registration Statement on Form S-8 (Registration No. 333-113889) (the
“Original Registration Statement”) filed with the Securities and Exchange
Commission on March 24, 2004, relating to 4,805,904 shares authorized for
issuance under Apollo’s Stock Option Incentive Plan and 2,385,692 shares
authorized for issuance under Apollo’s Plan of Arrangement Stock Option
Incentive Plan. In connection with the Original Registration
Statement, Apollo paid a registration fee of $1,877.02. In
addition, Apollo registered 18,455,225 under a Registration Statement on
Form S-8 (Registration No. 333-162558) (the “Second Registration
Statement”) filed with the Securities and Exchange Commission on October
19, 2009, relating to Apollo’s Amended and Restated Stock Option Incentive
Plan. In connection with the Second Registration Statement,
Apollo paid a registration fee of $576.69. Apollo is
registering an additional 26,058,539 shares under this Registration
Statement on Form S-8 relating to Apollo’s Amended and Restated Stock
Option Incentive Plan and, pursuant to General Instruction E to Form S-8,
the fee set forth in the table above is only in respect of those
additional shares.
|
ITEM
3
|
INCORPORATION
OF DOCUMENTS BY REFERENCE
|
|
1.
|
Apollo’s
Annual Report on Form 10-K for the year ended December 31, 2009,
filed with the SEC on March 17, 2010 as amended on April 30,
2010;
|
|
2.
|
Apollo’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed
with the SEC on May 10, 2010;
|
|
3.
|
Apollo’s
Current Reports on Form 8-K, filed with the SEC on January 6, 2010,
January 11, 2010, February 3, 2010, March 1, 2010, March 9, 2010, March
23, 2010, April 1, 2010, April 13, 2010, April 26, 2010 and June 21,
2010;
|
|
4.
|
Apollo’s
Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 26,
2010; and
|
|
5.
|
The
description of Apollo’s capital stock set forth in its Registration
Statement on Form 10, filed June 23,
2003.
|
ITEM
8.
|
EXHIBITS
|
Exhibit No.
|
Description of Exhibit
|
|
4.1
|
Amended
and Restated Apollo Gold Corporation Stock Option Incentive Plan
(incorporated by reference to Schedule J to Apollo Gold Corporation’s
Definitive Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on May 26, 2010)
|
|
5.1
|
Opinion
of Lackowicz, Shier & Hoffman
|
|
23.1
|
|
Consent
of Lackowicz, Shier & Hoffman (included in Exhibit
5.1)
|
23.2
|
Consent
of Deloitte and Touche LLP
|
|
24.1
|
Power
of Attorney (included on signature page of this registration
statement)
|
APOLLO
GOLD CORPORATION
|
|
By:
|
/s/ Melvyn Williams
|
Melvyn
Williams, Chief Financial Officer and
|
|
Senior
Vice President – Finance and Corporate
|
|
Development
|
|
By:
|
/s/ R. David Russell
|
R.
David Russell, President and Chief Executive
|
|
Officer,
Director and Authorized U.S.
|
|
Representative
|
Signature
|
Title
|
Date
|
||
/s/
R. David Russell
|
President
and Chief Executive
|
June
24, 2010
|
||
R. David
Russell
|
Officer,
and Director
|
|||
(Principal
Executive Officer)
|
||||
/s/
Melvyn Williams
|
Chief
Financial Officer and Senior
|
June
24, 2010
|
||
Melvyn
Williams
|
Vice
President – Finance and
Corporate
Development (Principal
Financial
and Accounting Officer)
|
|||
/s/
Charles E. Stott
|
Chairman
of the Board of Directors
|
June
24, 2010
|
||
Charles
E. Stott
|
/s/ G. Michael Hobart
|
Director
|
June
24, 2010
|
||
G. Michael
Hobart
|
||||
/s/ Robert W. Babensee
|
Director
|
June
24, 2010
|
||
Robert
W. Babensee
|
||||
/s/ W.S. Vaughan
|
Director
|
June
24, 2010
|
||
W.
S. Vaughan
|
||||
/s/ David W. Peat
|
Director
|
June
24, 2010
|
||
David
W. Peat
|
||||
/s/ Marvin K. Kaiser
|
Director
|
June
24, 2010
|
||
Marvin
K. Kaiser
|
Exhibit No.
|
Description of Exhibit
|
|
4.1
|
Amended
and Restated Apollo Gold Corporation Stock Option Incentive Plan
(incorporated by reference to Schedule J to Apollo Gold Corporation’s
Definitive Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on May 26, 2010)
|
|
5.1
|
Opinion
of Lackowicz, Shier & Hoffman
|
|
23.1
|
Consent
of Lackowicz, Shier & Hoffman (included in Exhibit
5.1)
|
|
23.2
|
Consent
of Deloitte and Touche LLP
|
|
24.1
|
Power
of Attorney (included on signature page of this registration
statement)
|