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Washington, D.C.  20549









Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934




Date of Report (Date of earliest event reported): October 7, 2020





(Exact name of registrant as specified in its charter)




Colorado 001-34857


(State or other jurisdiction of
incorporation or organization)

(Commission File

(I.R.S. Employer
Identification No.)


2886 Carriage Manor Point, Colorado Springs, Colorado 80906

(Address of Principal Executive Offices) (Zip Code)


(303) 320-7708 

(Registrant’s telephone number including area code)




Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol Name of each exchange where registered
Common Stock GORO NYSE American


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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 8.01 Other Events


On October 7, 2020, the Company communicated with investors and posted to its website a description of frequently asked questions concerning the proposed spin-off transaction.  A copy of the communication is filed herewith as Exhibit 99.1.


Safe Harbor for Forward-Looking Statements


Any statements contained in this communication that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward looking statements may include statements with respect to the Company’s potential separation of Spinco from the Company and the distribution of Spinco shares to the Company’s shareholders, the expected financial and operational results of the Company and Spinco after the separation and distribution, and changes to GRC’s management. Any forward-looking statements contained herein are based on Company management’s current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or company actions to differ materially from what is expressed or implied by these statements. Such risks, uncertainties and changes in circumstances include, but are not limited to: uncertainties as to the timing of the spin-off or whether it will be completed, the failure to satisfy any conditions to complete the spin-off, the expected tax treatment of the spin-off, and the impact of the spin-off on the businesses of the Company. Economic, competitive, governmental, technological and other factors and risks that may affect the Company’s operations or financial results are discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and in subsequent filings with the U.S. Securities and Exchange Commission. The Company disclaims any obligation to update these forward-looking statements other than as required by law.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits


The following materials are filed as exhibits to this Current Report on Form 8-K.


  Exhibit No.   Description
  99.1   Shareholder communication dated October 7, 2020
  104   Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)






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.


Date:  October 8, 2020 By: /s/ Jason D. Reid
  Name: Jason D. Reid
  Title: Chief Executive Officer and President