GOLD RESOURCE CORP (Form: 8-K, Received: 03/27/2013 06:02:45)

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): March 25, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 25, 2013, the Board of Directors of Gold Resource Corporation (the “Company”) adopted an amendment to Section 16 of Article II of its bylaws to provide shareholders an opportunity to nominate persons to the Board of Directors by providing written notification of such nominations not less than 90 days in advance of the shareholder meeting at which the nomination is to be considered, or, if later, the twentieth day following the day on which public announcement of the date of such shareholder meeting is made. Previously, shareholders were required to submit nominations at least 90 days in advance of the applicable shareholder meeting, regardless of the date on which the Company announced such meeting. The amendment also revised an obsolete reference to Regulation S-K of the rules and regulations of the Securities and Exchange Commission. A copy of Section 16 of Article II as amended is attached to this report as Exhibit 3.2.

Item 8.01 Other Events.

On March 26, 2013, the Company announced its annual meeting of shareholders would be held at 9:00 a.m. on June 20, 2013 at the Ritz-Carlton Hotel in Denver, Colorado. The record date for determining shareholders entitled to vote at such meeting is fixed at April 25, 2013. A copy of the press release containing information regarding the annual meeting of shareholders is attached to this report as Exhibit 99.1.

The information furnished under this Item 8.01, 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 filed or furnished with this report:



3.2		Amendment, dated March 25, 2013, to Amended and Restated Bylaws of Gold Resource Corporation dated August 9, 2010.

99.1		Press Release dated March 26, 2013.

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: March 26, 2013	By:	/s/ William W. Reid
	Name:	William W. Reid
	Title:	Chief Executive Officer

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

3.2		Amendment, dated March 25, 2013, to Amended and Restated Bylaws of Gold Resource Corporation dated August 9, 2010.

99.1		Press Release dated March 26, 2013.

Exhibit 3.2

Article II

DIRECTORS

[...]

16. NOMINATIONS OF DIRECTORS. The board of directors may nominate persons to stand for election to the board of directors at any time prior to a meeting of shareholders at which directors are to be elected. Any shareholder may nominate a person to stand for election to the board of directors provided such shareholder provides written notification of the intention to nominate such persons at the next shareholder meeting not less than 90 days in advance of such meeting, or the twentieth day following the day on which public announcement of the date of the shareholder meeting is made, if later, and provided further such notice is accompanied by all information regarding the proposed nominee that is required to be disclosed in solicitations of proxies with respect to nominees for election as directors, or is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and information regarding all direct and indirect business or personal relationships between the shareholder and the proposed nominee.

Exhibit 99.1

LOGO


FOR IMMEDIATE RELEASE		NEWS
MARCH 26, 2013		NYSE MKT: GORO

GOLD RESOURCE CORPORATION ANNOUNCES

ANNUAL MEETING OF SHAREHOLDERS

COLORADO SPRINGS – March 26, 2013 – Gold Resource Corporation (NYSE MKT: GORO) (the “Company”) today announced that it will hold its annual meeting of shareholders at 9:00 a.m. Mountain Time on Thursday, June 20, 2013 at the Ritz-Carlton Hotel Downtown Denver located at 1881 Curtis St. Denver, CO 80202. Gold Resource Corporation is a low-cost gold and silver producer with operations in the southern state of Oaxaca, Mexico. The Company has returned over $78 million to shareholders in monthly dividends since declaring commercial production July 1, 2010, and offers shareholders the option to convert their cash dividends into physical gold and silver and take delivery.

The Company has fixed the close of business on April 25, 2013 as the record date for determining whether shareholders are entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements thereof. Additional information, including details of the business to be conducted at the meeting, will be included in the Company’s Notice of Annual Meeting and Proxy Statement, to be filed with the Securities and Exchange Commission.

About GRC:

Gold Resource Corporation is a mining company focused on production and pursuing development of gold and silver projects that feature low operating costs and produce high returns on capital. The Company has 100% interest in six potential high-grade gold and silver properties in Mexico’s southern state of Oaxaca. The Company has 52,679,369 shares outstanding, no warrants and no debt. Gold Resource Corporation offers shareholders the option to convert their cash dividends into physical gold and silver and take delivery. For more information, please visit GRC’s website, located at www.Goldresourcecorp.com and read the Company’s 10-K for an understanding of the risk factors involved.

Cautionary Statements:

This press release contains forward-looking statements that involve risks and uncertainties. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this press release, the words “plan”, “target”, “anticipate,” “believe,” “estimate,” “intend” and “expect” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding Gold Resource Corporation’s strategy, future plans for production, future expenses and costs, future liquidity and capital resources, and estimates of mineralized material. All forward-

looking statements in this press release are based upon information available to Gold Resource Corporation on the date of this press release, and the company assumes no obligation to update any such forward-looking statements. Forward looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. The Company’s actual results could differ materially from those discussed in this press release. In particular, there can be no assurance that production will continue at any specific rate. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the Company’s 10-K filed with the SEC.

Contacts:

Corporate Development

Greg Patterson

303-320-7708