As filed with the Securities and Exchange Commission on September 14, 2004
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GOLDEN STAR RESOURCES LTD.
| Canada (State or other jurisdiction of incorporation or organization) |
98-0101955 (I.R.S. Employer Identification No.) |
|
| 10901 West Toller Drive, Suite 300, Littleton, CO (Address of Principal Executive Offices) |
80127-6312 (Zip Code) |
Second Amended and Restated 1997 Stock Option Plan
(Full title of the plan)
| Allan J. Marter | With a copy to: | |
| Chief Financial Officer 10901 West Toller Drive, Suite 300 Littleton, Colorado 80127-6312 |
Deborah J. Friedman Michelle H. Shepston Davis Graham & Stubbs LLP 1550 Seventeenth Street, Suite 500 Denver, Colorado 80202 |
(Name and address of agent for service)
| (303) 830-9000 | (303) 892-9400 |
CALCULATION OF REGISTRATION FEE
| Proposed | Proposed | |||||||||||||
| Title of | maximum | maximum | ||||||||||||
| securities | Amount | offering | aggregate | Amount of | ||||||||||
| to be | to be | price | offering | registration | ||||||||||
| registered | registered | per share | price | fee | ||||||||||
Common Shares (without par value)
|
6,000,000 (1) | $4.32(2) | $25,920,000(2) | $3,284(4) | ||||||||||
Rights to Purchase Common Shares (3)
|
- | - | - | - | ||||||||||
Notes:
| (1) | Amount to be registered consists of Common Shares to be issued pursuant to the Second Amended and Restated 1997 Stock Option Plan. | |||
| (2) | Pursuant to Rule 457(h)(1), the price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Shares on September 8, 2004 as quoted on the American Stock Exchange. | |||
| (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. | |||
| (4) | A filing fee of $110,965 was paid in connection with the filing of Registration Statement No. 333-116350, which was filed on June 10, 2004, and $3,284 of this filing fee is offset, pursuant to Rule 457(p) of the Securities Act of 1933, against the filing fee due in connection with this Registration Statement. | |||
| EXPLANATORY NOTE | ||||||||
| ITEM 8. EXHIBITS | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Opinion and Consent of Fasken Martineau DuMoulin LLP | ||||||||
| Consent of PricewaterhouseCoopers LLP | ||||||||
EXPLANATORY NOTE
This Registration Statement registers 6,000,000 additional common shares, without par value (the “Common Shares”), of Golden Star Resources Ltd. (the “Company”) issuable under the Company’s Second Amended and Restated 1997 Stock Option Plan. The remaining 9,000,000 Common Shares issuable under the Company’s Second Amended and Restated 1997 Stock Option Plan have been previously registered by Registration Statement on Form S-8, No. 333-105821, which registration statement is hereby incorporated by reference.
II-1
ITEM 8. EXHIBITS
| Exhibit No. |
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) |
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 10th day of September, 2004.
| GOLDEN STAR RESOURCES LTD. |
||||
| By: | /s/ Peter J. Bradford | |||
| Peter J. Bradford | ||||
| President and Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on September 10, 2004.
| Signature |
Title |
|
| /s/ Ian MacGregor Ian MacGregor |
Chairman of the Board of Directors |
|
| /s/ Peter J. Bradford Peter J. Bradford |
President, Chief Executive Officer and Director (Principal Executive Officer) |
|
| /s/ James E. Askew James E. Askew |
Director |
|
| /s/ David K. Fagin David K. Fagin |
Director |
|
| /s/ Lars-Eric Johansson Lars-Eric Johansson |
Director |
|
| /s/ Michael P. Martineau Michael P. Martineau |
Director |
|
| /s/ Allan J. Marter Allan J. Marter |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |