AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON December 21, 2005
REGISTRATION NO. 333-118956
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLDEN STAR RESOURCES LTD.
(Exact name of registrant as specified in its charter)
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CANADA
(State or other jurisdiction of incorporation or organization)
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98-0101955
(I.R.S. Employer Identification No.) |
10901 West Toller Drive, Suite 300
Littleton, Colorado, 80127-4247
(303) 830-9000
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Allan J. Marter, Chief Financial Officer
Golden Star Resources Ltd.
10901 West Toller Drive, Suite 300
Littleton, Colorado, 80127-4247
(303) 830-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With Copies To
Deborah J. Friedman
Michelle H. Shepston
Davis Graham & Stubbs LLP
1550 Seventeenth Street, Suite 500
Denver, Colorado 80202
(303) 892-9400
Approximate date of commencement of proposed sale to the public: From time to time after this
registration statement becomes effective.
If the only securities being registered on this Form are to be offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with a dividend or interest reinvestment plan, check the following box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration number of the earlier
effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration number of the earlier
effective registration statement for the same offering. þ 333-118956
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the
following box. o
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
has duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 333-118956 to be
signed on its behalf by the undersigned, thereunto duly authorized, in Littleton, Colorado, on
December 21, 2005.
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GOLDEN STAR RESOURCES LTD.
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By: |
/s/ Allan J. Marter |
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Allan J. Marter |
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Senior Vice President and Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to Registration Statement No. 333-118956 has been signed by the
following persons in the capacities and on the dates indicated.
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Signature |
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Date |
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Ian MacGregor |
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Chairman of the Board of Directors
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December 21, 2005 |
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Peter J. Bradford |
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President, Chief Executive
Officer and Director (Principal
Executive Officer)
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December 21, 2005 |
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David K. Fagin |
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Director
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December 21, 2005 |
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David Bumstead |
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Director
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December 21, 2005 |
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Michael Martineau |
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Director
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December 21, 2005 |
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Jim Askew |
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Director
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December 21, 2005 |
/s/ Allan J. Marter
Allan J. Marter
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Chief Financial Officer
(Principal Financial and
Accounting Officer)
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December 21, 2005 |
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* By: |
/s/ Allan J. Marter |
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Allan J. Marter |
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Attorney - in - Fact |
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