As filed with the Securities and Exchange Commission on August 25, 2010
Registration No. 333 -
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GOLDEN STAR RESOURCES LTD.
(Exact name of issuer as specified in its charter)
| Canada | 98-0101955 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 10901 West Toller Drive, Suite 300, Littleton, CO | 80127-6312 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
THIRD AMENDED AND RESTATED 1997 STOCK OPTION PLAN
(Full title of the plan)
With a copy to:
| John A. Labate | Michelle H. Shepston | |
| Senior Vice President and Chief Financial Officer | Davis Graham & Stubbs LLP | |
| 10901 West Toller Drive, Suite 300 | 1550 Seventeenth Street, Suite 500 | |
| Littleton, Colorado 80127-6312 | Denver, Colorado 80202 | |
| (Name and address of agent for service) | ||
| (303) 830-9000 | (303) 892-9400 | |
| (Telephone number, including area code, of agent for service) | ||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered |
Amount to be registered |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
| Common Shares (without par value) |
10,000,000 (1) | $4.43(2) | $44,300,000(2) | $3,158.59 | ||||
| Rights to Purchase Common Shares (3) |
— | — | — | — | ||||
Notes:
| (1) | Amount to be registered consists of Common Shares to be issued pursuant to the Third Amended and Restated 1997 Stock Option Plan. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act based upon the average of the high and low prices of the Common Shares of Golden Star Resources Ltd. as quoted on the NYSE Amex on August 24, 2010. |
| (3) | The Rights are attached to and transferred with the Common Shares. The value attributable to the Rights, if any, is reflected in the value of the Common Shares. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers 10,000,000 additional common shares, without par value, of Golden Star Resources Ltd. (the “Company”) issuable under the Company’s Third Amended and Restated 1997 Stock Option Plan (the “Plan”). In accordance with General Instruction E to Form S-8, the Company incorporates herein by reference (i) the contents of the Registration Statement on Form S-8 filed by the Company with respect to the Plan on June 4, 2003 (Registration No. 333-105821), together with all exhibits filed therewith or incorporated therein by reference to the extent not otherwise amended or superseded by the contents hereof, and (ii) the contents of the Registration Statement on Form S-8 filed by the Company with respect to the Plan on September 14, 2004 (Registration No. 333-118958), together with all exhibits filed therewith or incorporated therein by reference to the extent not otherwise amended or superseded by the contents hereof.
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| ITEM 8. | EXHIBITS |
| Exhibit |
Description | |
| 5.1 | Opinion of Fasken Martineau DuMoulin LLP | |
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| 23.2 | Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1) | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Littleton, State of Colorado, on the 25th day of August, 2010.
| GOLDEN STAR RESOURCES LTD. | ||
| By: | /s/ THOMAS G. MAIR | |
| Thomas G. Mair | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ IAN MACGREGOR |
Chairman of the Board of Directors | August 25, 2010 | ||
| Ian MacGregor | ||||
| /s/ THOMAS G. MAIR |
President, Chief Executive Officer and Director (Principal Executive Officer) |
August 25, 2010 | ||
| Thomas G. Mair | ||||
| /s/ JOHN A. LABATE |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
August 25, 2010 | ||
| John A. Labate | ||||
| /s/ JAMES E. ASKEW |
Director | August 25, 2010 | ||
| James E. Askew | ||||
| /s/ ROBERT E. DOYLE |
Director | August 25, 2010 | ||
| Robert E. Doyle | ||||
| /s/ DAVID K. FAGIN |
Director | August 25, 2010 | ||
| David K. Fagin | ||||
|
|
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| Michael P. Martineau | Director | August 25, 2010 | ||
| /s/ CHRISTOPHER M. T. THOMPSON |
Director | August 25, 2010 | ||
| Christopher M. T. Thompson | ||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 5.1 | Opinion of Fasken Martineau DuMoulin LLP | |
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| 23.2 | Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1) | |
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