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): March 27, 2006
GOLDEN STAR RESOURCES LTD.
(Exact name of registrant as specified in its charter)
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| CANADA
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1-12284
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98-0101955 |
(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number) |
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10901 West Toller Drive,
Suite 300
Littleton, Colorado
(Address of principal executive offices)
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80127-6312
(Zip Code) |
Registrant’s telephone number, including area code: (303) 830-9000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02. Results of Operations and Financial Condition
On March 29, 2006, Golden Star Resources Ltd. (“Golden Star” or the “Company”) issued a press
release announcing its audited financial results for the year ended December 31, 2005 and other
financial information and announcing that it will restate its reports on Form 10-Q for each of the
quarters ended March 31, June 30 and September 30, 2005. Please see Item 4.02 for information
regarding the restatement. A copy of the Company’s press release related to its financial result
is attached hereto as Exhibit 99.1.
The information in this Form 8-K, including the information set forth in Exhibit 99.1, shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.
ITEM 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review
On March 27, 2006, the Company’s Audit Committee, based on management’s recommendation, determined
that the Company’s unaudited consolidated financial statements for the quarters ended March 31,
June 30 and September 30, 2005 should no longer be relied upon due to changes in the accounting for
derivative instruments.
In the first quarter of 2005, EURO Ressources S.A., the Company’s approximately 53% owned
consolidated subsidiary, implemented hedge accounting for its forward gold pricing derivatives
established in January. EURO also used hedge accounting for additional derivatives acquired in
August 2005. The Company has concluded that, although the derivatives are economically effective,
they are not eligible for hedge accounting under Canadian GAAP, AcG-13, “Hedging Relationships”,
nor under U.S. GAAP, Statement of Financial Standards No. 133, “Accounting for Derivative
Instruments and Hedging Activities”. As a result, Golden Star will restate its unaudited
consolidated financial statements for the first three quarters of 2005 to recognize unrealized,
non-cash mark-to-market valuations of EURO’s forward gold pricing derivatives in its statements of
operations at the end of each period, rather than recognizing realized gains and losses only in the
periods in which the derivatives were settled.
The effects of the change on the results for the first three quarters of 2005 are shown below:
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First Quarter 2005 |
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Second Quarter 2005 |
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Third Quarter 2005 |
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As Reported |
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As Restated |
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As Reported |
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As Restated |
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As Reported |
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As Restated |
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Loss on derivatives |
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$ |
— |
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$ |
1.3 |
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$ |
0.5 |
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$ |
0.6 |
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$ |
0.5 |
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$ |
5.5 |
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Future tax asset provision |
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0.4 |
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0.1 |
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0.1 |
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— |
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— |
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1.7 |
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Net loss |
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(1.4 |
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(2.2 |
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(3.6 |
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(3.7 |
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(3.3 |
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(6.7 |
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Loss per share (basic) |
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(0.01 |
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(0.02 |
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(0.03 |
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(0.03 |
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(0.02 |
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(0.05 |
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Future tax asset |
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1.2 |
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1.6 |
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1.1 |
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1.6 |
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1.1 |
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3.3 |
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Loan fees |
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1.1 |
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0.2 |
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1.6 |
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1.0 |
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1.0 |
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1.0 |
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Fair value of derivatives |
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(1.0 |
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(1.3 |
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(0.5 |
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(1.9 |
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(0.6 |
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(7.4 |
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Other accrued liabilities |
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(10.3 |
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(10.2 |
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(13.2 |
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(12.7 |
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(23.3 |
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(22.4 |
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Golden Star filed its Annual Report on Form 10-K for the year ended December 31, 2005 on
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March 29, 2006. The Form 10-K reflects the correct accounting for the EURO derivative positions as at
December 31, 2005. Golden Star expects to file an amended Form 10-Q for each of the three quarters
of 2005 within ten days.
Management and the Audit Committee have discussed the matters disclosed in this Item 4.02 with
Golden Star’s independent registered public accounting firm.
Forward-Looking Statements
This report on Form 8-K contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements
are inherently uncertain and involve risks and uncertainties that could cause actual results to
differ. Such statements include comments regarding the timing of the filing of amendments to
Golden Star’s Form 10-Qs for the quarters ended March 31, June 30 and September 30, 2005 and the
effect of the restatements on previously reported net losses in those periods. There can be no
assurance that future developments affecting the Company will be those anticipated by management.
Please refer to a discussion of risk factors in Golden Star’s Form 10-K for the fiscal year ended
December 31, 2005.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit |
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Description |
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99.1 |
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Press release of Golden Star Resources Ltd., dated March 29, 2006,
reporting audited financial results for the year ended December 31,
2005. |
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