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 21, 2009

(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)

 

 

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 7.01  Regulation FD

 

On September 21, 2009, the Registrant issued a press release announcing the closing of its previously announced public offering of common shares pursuant to the Company’s shelf registration statement filed with the U.S. Securities and Exchange Commission and a shelf prospectus filed with certain Canadian securities regulatory authorities.  The Company sold 8.8 million common shares at a price of US$2.25 per common share.  The Company has granted the underwriters a 30-day option to purchase up to 1.32 million additional common shares to cover over-allotments, if any.  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 21, 2009*

 

*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 21, 2009	By:	/s/Gregory G. Marlier
	Gregory G. Marlier
	Chief Financial Officer

 

2