novagold13d-083110.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Name of Issuer)
Common Shares
(Title of Class of Securities)
66987E206
(CUSIP Number)
Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 31, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
Paulson & Co. Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFI-CIALLY OWNED BY EACH REPORT-ING PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
20,181,818
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
20,181,818
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,181,818
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
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14
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TYPE OF REPORTING PERSON
IA
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This Schedule 13D reflects the shares of Common Stock (as defined below) held by the Reporting Person identified below as of August 30, 2010.
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common shares, no par value (the “Common Stock”), of NovaGold Resources Inc., a Nova Scotia company (“Issuer”). The principal executive offices of Issuer are located at Suite 2300 – 200 Granville Street, PO Box 24, Vancouver, BC Canada V6C 1S4.
Item 2. Identity and Background
(a). NAME
Paulson & Co. Inc. (“Paulson”)
(b). RESIDENCE OR BUSINESS ADDRESS
1251 Avenue of the Americas, New York, New York 10020.
(c). PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED
Paulson, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages onshore and offshore pooled investment vehicles and to separate managed accounts (collectively, such pooled investment vehicles and accounts shall be referred to as the “Funds”). John Paulson is the President and sole Director of Paulson & Co. Inc.
Information regarding the directors, executive officers and/or control persons of the Reporting Person (collectively, the “Instruction C Persons”) is set forth in Appendix I attached hereto.
(d), (e). CRIMINAL CONVICTIONS; CIVIL PROCEEDINGS
During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations or prohibiting activities subject to federal or state securities laws or finding any violation of such laws.
(f). CITIZENSHIP
Paulson is a Delaware corporation.
Item 3. Source and Amount of Funds or Other Consideration
The consideration for the purchase of the shares of Common Stock reported herein by the Reporting Person was derived from available capital of the Funds managed by Paulson, and a total of approximately $113,003,059 was paid to acquire such shares.
Item 4. Purpose of Transaction
The Reporting Person acquired the shares of Common Stock for the Funds for investment purposes in the ordinary course of business.
The Reporting Person reserves the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate any purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Person and the Funds, market conditions or other factors. The Reporting Person may communicate with the Issuer’s management and/or Board of Directors or with other shareholders or third parties to discuss any purposes, plans or proposals.
Item 5. Interest in Securities of the Issuer
(a) Amount beneficially owned: 20,181,818 (see Note 1)
Percent of class: 9.1%
(b) Number of Common Shares as to which Paulson has:
(i) Sole power to vote or direct the vote: 20,181,818 (see Note 1)
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 20,181,818 (see Note 1)
(iv) Shared power to dispose or direct the disposition: 0
(c). Not applicable.
(d). Not applicable.
(e). Not applicable.
Note 1: Paulson, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages the Funds. The pecuniary interest of all securities reported in this Schedule is owned by the Funds. Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, Paulson disclaims beneficial ownership of all securities reported in this Schedule.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Not applicable.
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits:
Appendix I: Instruction C Person Information.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 31, 2010
PAULSON & CO. INC.
By: /s/ Stuart L. Merzer
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Name: Stuart L. Merzer
Title: General Counsel &
Chief Compliance Officer
APPENDIX I
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INFORMATION REGARDING THE INSTRUCTION C PERSONS
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The following table sets forth the name, title, principal occupation, business address, place of employment and citizenship of each of the executive officers and directors of Paulson & Co. Inc.
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Name
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Title and Principal Occupation
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Business Address and Place of Employment
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Citizenship
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John Paulson
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President and Sole Director
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1251 Avenue of the Americas
New York, NY 10020
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United States
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Chris Bodak
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Chief Financial Officer
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1251 Avenue of the Americas
New York, NY 10020
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United States
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Stuart Merzer
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General Counsel
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1251 Avenue of the Americas
New York, NY 10020
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United States
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Andrew Hoine
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Managing Director
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1251 Avenue of the Americas
New York, NY 10020
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United States
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Michael Waldorf
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Managing Director
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1251 Avenue of the Americas
New York, NY 10020
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United States
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Keith Hannan
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Managing Director
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1251 Avenue of the Americas
New York, NY 10020
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United States
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