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): December 21,
2005
________________
Apollo
Gold Corporation
(Exact
name of registrant as specified in its charter)
|
Yukon
Territory, Canada
|
1-31593
|
Not
Applicable
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
5655
S. Yosemite Street, Suite 200
Greenwood
Village, Colorado 80111-3220
(Address
of principal executive offices, including zip code)
(720)
886-9656
(Registrant’s
telephone number, including area code)
No
Change
(Former
name or former address, if changed since last report)
________________
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))
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
8.01. Other
Events.
In
May
2005, the Board of Directors of Apollo Gold Corporation (“Apollo” or the
“Company”) adopted a plan to dispose of its Nevada assets (the “Nevada
Assets”)(Florida Canyon Mine, Standard Mine and four exploration properties).
The Nevada Assets have therefore been classified as discontinued operations
and
that change in classification was reported in our Form 10-Q for the periods
ended June 30, 2005 and September 30, 2005. The Nevada Assets held for sale
have
identifiable cash flows that are largely independent of the cash flows of other
groups of assets and liabilities and have been classified as discontinued
operations as required by Statement of Financial Accounting Standards (“SFAS”)
No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” The
Company completed the sale of the Nevada Assets to Jipangu Inc. on November
18,
2005.
Additionally,
commencing in the second quarter of 2005, Apollo changed its accounting policy
under Canadian generally accepted accounting principles (“GAAP”) and U.S. GAAP
with respect to stripping costs to be consistent with the consensus reached
by
the Emerging Issues Task Force (“EITF”). On March 30, 2005 the Financial
Accounting Standard Board ratified the consensus of the EITF Issue 04-06 that
stripping costs incurred during the production phase of a mine are variable
production costs that should be included in the costs of the inventory produced
during the period that the stripping costs are incurred, on the basis that
the
consensus results in a more reliable, relevant and consistent application of
GAAP. The change has been applied retrospectively by restating prior periods.
The
rules
of the Securities and Exchange Commission (the “SEC”) require that when a
registrant prepares a new registration, proxy or information statement (or
amends a previously filed registration, proxy or information statement) that
includes or incorporates by reference financial statements as of a date on
or
after the date a registrant reports a component as a discontinued operation,
the
registrant must also restate the prior period annual financial statements
included or incorporated by reference in the registration, proxy or information
statement to reflect the discontinued operation. Accordingly, we are filing
this
Form 8-K to restate our consolidated financial statements for each of the three
years in the period ended December 31, 2004, to reflect the reclassification
of
our Nevada Assets from continuing operations to discontinued operations and
the
change in accounting for stripping costs. We are presenting the following
restated information in this Form 8−K:
| · |
Selected
Financial Data,
|
| · |
Management’s
Discussion and Analysis of Financial Condition and Results of Operations,
and
|
| · |
Consolidated
Financial Statements and Related Notes.
|
This
Form 8-K does not reflect events occurring after the filing of the original
Form
10-K for the year ended December 31, 2004, and does not modify or update the
disclosures therein in any way, other than as required to reflect the changes
in
discontinued operations and the change in accounting for stripping costs as
described above and set forth below. In particular, this Form 8-K does not
update the disclosures contained in Management’s Discussion and Analysis of
Financial Condition and Results of Operations or Note 21 (“Subsequent Events”)
to the Consolidated Financial Statements, other than as required to reflect
the
reclassification of our Nevada operations from continuing operations to
discontinued operations and the change in accounting for stripping costs.
Significant developments with respect to those disclosures have occurred and
are
described in subsequent filings with the SEC, including our Form 10-Q for the
period ended September 30, 2005.
EXHIBIT
INDEX
| 23.1 |
Consent
of Deloitte & Touche LLP
|
| 99.1 |
Selected
Financial Data and Management’s Discussion and Analysis of Financial
Condition and Results of
Operations.
|
| 99.2 |
Consolidated
Financial Statements
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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|
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APOLLO
GOLD CORPORATION |
|
|
|
| Date: December
21, 2005 |
By: |
/s/ MELVYN
WILLIAMS |
| |
Melvyn
Williams |
| |
Chief
Financial Officer and Senior Vice President -
Finance
and Corporate Development
|