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: March 12, 2014
(Date of earliest event reported)
 
VISTA GOLD CORP.
(Exact Name of Registrant as Specified in Charter)
 
 
British Columbia, 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:
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 
 


Item  5.02.
Compensatory Arrangements of Certain Officers.

Earnest Employment Agreement

On March 12, 2014, Vista Gold Corp. (the “ Registrant ”) entered into an amendment agreement dated effective March 12, 2014 (the “ Earnest Amendment Agreement ”), by and between the Registrant and Frederick H. Earnest the Registrant’s CEO relating to certain amendments to that employment agreement dated November 1, 2012 (the “ Earnest Employment Agreement ”) by and between the Registrant and Mr. Earnest.  The Earnest Amendment Agreement removes Mr. Earnest’s right to receive compensation following a Change of Control (as defined in the Earnest Employment Agreement) in the event Mr. Earnest elects to terminate the Earnest Employment Agreement within twelve months of the Change of Control.

Except as set form above, all other terms of the Earnest Employment Agreement remain unchanged.

Engele Employment Agreement

On March 12, 2014, the Registrant entered into an amendment agreement dated effective March 12, 2014 (the “ Engele Amendment Agreement ”), by and between the Registrant and John F. Engele the Registrant’s CFO relating to certain amendments to that employment agreement dated November 1, 2012 (the “ Engele Employment Agreement ”) by and between the Registrant and Mr. Engele.  The Engele Amendment Agreement removes Mr. Engele’s right to receive compensation following a Change of Control (as defined in the Engele Employment Agreement) in the event Mr. Engele elects to terminate the Engele Employment Agreement within twelve months of the Change of Control.

Except as set form above, all other terms of the Engele Employment Agreement remain unchanged.

The foregoing descriptions of the Earnest Amendment Agreement and the Engele Amendment Agreement are summaries of the material terms of such amendments and are qualified in their entirety by the complete text of the Earnest Amendment Agreement and the Engele Amendment Agreement, which are attached hereto as Exhibits10.1 and 10.2, respectively, to this Current Report on Form 8-K.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit No.                      Description
 
Exhibit No.
Description
 
 
10.1
Earnest Amendment Agreement, dated March 12, 2014.
10.2
Engele Amendment Agreement, dated March 12, 2014.
 



2
 
 

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: March 14, 2014
 
By: /s/John F. Engele            
John F. Engele
Chief Financial Officer

 
 
 
 
3
 
 

EXHIBIT INDEX
 
 
Exhibit No.
Description
 
 
10.1
Earnest Amendment Agreement, dated March 12, 2014.
10.2
Engele Amendment Agreement, dated March 12, 2014.


 
 
 
 
 
 
4
 
 
EXHIBIT 10.1
 

 
AMENDMENT AGREEMENT
 
THIS AGREEMENT made effective as of the 12th  day of March, 2014
 
AMONG:
FREDERICK H. EARNEST
 
(the “ Employee ”)
 
AND:
VISTA GOLD CORP. , a body corporate incorporated under the laws of the Province of British Columbia, Canada and having an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127 (Facsimile No: (720) 981-1186)
 
(“ Vista ”)
 
AND :
VISTA GOLD US INC. , a body corporate incorporated under the laws of Delaware and having an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127 (Facsimile No: (720) 981-1186)
 
(the “ Employer ”)
 
WHEREAS:
 
A.
the Employee, Vista and the Employer (collectively, the “ Parties ”) entered into an employment agreement dated November 1, 2012 (the “ Original Agreement ”), which agreement sets out the terms and conditions of the Employee’s employment;
 
B.
the Parties have decided to amend the Original Agreement to remove the Employee’s right to receive compensation following a Change of Control if the Employee elects to terminate the Original Agreement within 12 months of the Change of Control; and
 
C.
the Employee, the Board of Directors and management of Vista believe that this Amendment Agreement more fully aligns the interests of the Employee, the Employer and the shareholders of Vista.
 
NOW THEREFORE in consideration of U.S.$5,000 and the mutual covenants and promises herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
 
1.
In Section 6(e) of the Original Agreement, the reference to “Employer or Employee may terminate this Agreement” is deleted and “Employer may terminate this Agreement” is substituted in its place.
 
2.
The Original Agreement, as amended hereby, shall continue in full force and effect and the provisions of the Original Agreement, as hereby amended, are ratified and confirmed in all respects.
 
 
 
 
 
 
 
 
3.
This Agreement and the Original Agreement shall be read and construed together as if they constituted one document, provided that if there is any inconsistency between the Original Agreement and the provisions of this Agreement, the provisions of this Agreement shall govern.
 
4.
This Agreement may be executed in any number of counterparts, each of which when delivered shall be deemed to be an original and all of which together shall constitute one and the same document.  Such counterparts may be delivered by facsimile and when so delivered shall be deemed to be an original.
 
IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.
 
 
/s/ Frederick H. Earnest            
Frederick H. Earnest
 
 
VISTA GOLD CORP.
 
By: /s/ Michael B. Richings        
  Name: Michael B. Richings 
  Title: Director 
 
 
VISTA GOLD U.S. INC.
 
By: /s/ John F. Engele            
  Name: John F. Engele
  Title: Chief Financial Officer
 
 

 
- 2 -
 
 
 
EXHIBIT 10.2
 


AMENDMENT AGREEMENT
 
THIS AGREEMENT made effective as of the 12th day of March, 2014
 
AMONG:
JOHN F. ENGELE
 
(the “ Employee ”)
 

 
AND:
VISTA GOLD CORP. , a body corporate incorporated under the laws of the Province of British Columbia, Canada and having an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127 (Facsimile No: (720) 981-1186)
 
(“ Vista ”)
 
AND :
VISTA GOLD US INC. , a body corporate incorporated under the laws of Delaware and having an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A., 80127 (Facsimile No: (720) 981-1186)
 
(the “ Employer ”)
 
WHEREAS:
 
A.
the Employee, Vista and the Employer (collectively, the “ Parties ”) entered into an employment agreement dated November 1, 2012 (the “ Original Agreement ”), which agreement sets out the terms and conditions of the Employee’s employment;
 
B.
the Parties have decided to amend the Original Agreement to remove the Employee’s right to receive compensation following a Change of Control if the Employee elects to terminate the Original Agreement within 12 months of the Change of Control; and
 
C.
the Employee, the Board of Directors and management of Vista believe that this Amendment Agreement more fully aligns the interests of the Employee, the Employer and the shareholders of Vista.
 
NOW THEREFORE in consideration of U.S.$5,000 and the mutual covenants and promises herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
 
1.
In Section 6(e) of the Original Agreement, the reference to “Employer or Employee may terminate this Agreement” is deleted and “Employer may terminate this Agreement” is substituted in its place.
 
2.
The Original Agreement, as amended hereby, shall continue in full force and effect and the provisions of the Original Agreement, as hereby amended, are ratified and confirmed in all respects.
 
 
 
 
 
 
3.
This Agreement and the Original Agreement shall be read and construed together as if they constituted one document, provided that if there is any inconsistency between the Original Agreement and the provisions of this Agreement, the provisions of this Agreement shall govern.
 
4.
This Agreement may be executed in any number of counterparts, each of which when delivered shall be deemed to be an original and all of which together shall constitute one and the same document.  Such counterparts may be delivered by facsimile and when so delivered shall be deemed to be an original.
 
IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.
 

 
/s/ John F. Engele                
John F. Engele
 
 
VISTA GOLD CORP.
 
By: /s/ Frederick H. Earnest          
  Name: Frederick H. Earnest
  Title: President and Chief Executive Officer
 
VISTA GOLD U.S. INC.
 
By: /s/ John W. Rozelle          
  Name: John W. Rozelle
  Title: Director
 
 

 
- 2 -