SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
|X| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Fiscal Year Ended June 30, 2002
or
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _____ to _____
Commission File Number 0-13928
U.S. GLOBAL INVESTORS, INC.
Incorporated in the State of Texas
IRS Employer Identification No. 74-1598370
Principal Executive Offices:
7900 Callaghan Road
San Antonio, Texas 78229
Telephone Number: 210-308-1234
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A common stock
($0.05 par value per share)
Registered: Nasdaq Small Cap Issues
Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. |_|
The aggregate market value of the 4,204,217 shares of nonvoting class A common
stock held by nonaffiliates of the registrant on October 7, 2002 (based on the
last sale price on the Nasdaq as of such date), was $5,465,482. Registrant's
only voting stock is its class C common stock, par value of $0.05 per share, for
which there is no active market. The aggregate value of the 104,589 shares of
the class C common stock held by nonaffiliates of the registrant on October 7,
2002 (based on the last sale price of the class C common stock in a private
transaction) was $52,295. For purposes of this disclosure only, the registrant
has assumed that its directors, executive officers, and beneficial owners of 5%
or more of the registrant's common stock are affiliates of the registrant.
On October 7, 2002, there were 6,311,474 shares of Registrant's class A
nonvoting common stock issued and 5,979,202 shares of Registrant's class A
nonvoting common stock issued and outstanding, no shares of Registrant's class B
nonvoting common stock outstanding, and 1,496,800 shares of Registrant's class C
common stock issued and outstanding.
Documents incorporated by reference: None
Item 14. CONTROLS AND PROCEDURES
In the fiscal year ended June 30, 2002, there were no significant changes in the
Company's internal controls or in other factors that could significantly affect
those controls subsequent to the date of their most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
PART IV OF ANNUAL REPORT ON FORM 10-K
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. FINANCIAL STATEMENTS
The Consolidated Financial Statements including:
o Report of Independent Accountants
o Consolidated Statements of Financial Condition as of at June 30, 2002
and 2001
o Consolidated Statements of Operations and Comprehensive Income (Loss)
for the three years ended June 30, 2002
o Consolidated Statements of Shareholders' Equity for the three years
ended June 30, 2002
o Consolidated Statements of Cash Flows for the three years ended June
30, 2002
o Notes to Consolidated Financial Statements
2. FINANCIAL STATEMENT SCHEDULES
None.
3. EXHIBITS
3.1 Third Restated and Amended Articles of Incorporation of Company,
incorporated by reference to the Company's Form 10-K for the fiscal
year ended June 30, 1996 (EDGAR Accession Number
0000754811-96-000025).
3.2 By-Laws of Company, incorporated by reference to Exhibit D of the
Company's Registration Statement No. 33-33012 filed on Form S-8 with
the Commission on January 30, 1990, as amended (EDGAR Accession Number
0000754811-00-000017).
10.1 Advisory Agreement dated October 27, 1989, by and between Company and
United Services Funds, incorporated by reference to Exhibit (4)(b) of
the Company's Form 10-K for fiscal year ended June 30, 1990 (EDGAR
Accession No. 0000101507-99-000019).
10.2 Advisory Agreement dated September 21, 1994, by and between Company
and Accolade Funds, incorporated by reference to Exhibit 10.2 of
Company's Form 10-K for fiscal year ended June 30, 1995 (EDGAR
Accession Number 0000754811-95-000002).
10.3 Sub-Advisory Agreement dated September 21, 1994, by and between
Company, Accolade Funds/Bonnel Growth Fund and Bonnel, Inc.,
incorporated by reference to Exhibit 10.3 of Company's Form 10-K for
fiscal year ended June 30, 1995 (EDGAR Accession Number
0000754811-95-000002).
10.4 Sub-Advisory Agreement dated November 15, 1996, by and between
Company, U.S. Global Accolade Funds/MegaTrends Fund, and Money Growth
Institute, Inc., incorporated by reference to Post-Effective Amendment
No. 5 to Registration Statement on Form N-1A dated June 21, 1996
(EDGAR Accession No. 0000902042-96-000046).
10.5 Sub-Advisory Agreement dated January 25, 2002, by and between Company,
U.S. Global Accolade Funds/ Eastern European Fund, and Charlemagne
Capital Limited, included herein.
10.6 Transfer Agency Agreement dated December 15, 2000, by and between
United Shareholder Services, Inc. and U.S. Global Accolade Funds
incorporated by reference to Post-Effective Amendment No. 18 to
Registration Statement on Form N-1A dated February 28, 2001 (EDGAR
Accession No. 0000902042-01-500005).
10.7 Transfer Agency Agreement dated February 21, 2001, by and between
United Shareholder Services, Inc. and U.S. Global Investors Funds,
incorporated by reference to Annual Report on Form 10-K for fiscal
year ended June 30, 2001 (EDGAR Accession No. 0000754811-01-500016).
10.8 Loan Agreement between Company and Bank One NA, dated February 1,
2001, for refinancing building, incorporated by reference to Annual
Report on Form 10-K for fiscal year ended June 30, 2001 (EDGAR
Accession No. 0000754811-01-500016).
10.9 United Services Advisors, Inc. 1985 Incentive Stock Option Plan as
amended November 1989 and December 1991, incorporated by reference to
Exhibit 4(b) of the Company's Registration Statement No. 33-3012,
Post-Effective Amendment No. 2, filed on Form S-8 with the Commission
on April 23, 1997 (EDGAR Accession No. 0000754811-97-000004).
10.10United Services Advisors, Inc. 1989 Non-Qualified Stock Option Plan,
incorporated by reference to Exhibit 4(a) of the Company's
Registration Statement No. 33-3012, Post-Effective Amendment No. 2,
filed on Form S-8 with the Commission on April 23, 1997 (EDGAR
Accession No. 0000754811-97-000004).
10.11U.S. Global Investors, Inc. 1997 Non-Qualified Stock Option Plan,
incorporated by reference to Exhibit 4 of the Company's Registration
Statement No. 333-25699 filed on Form S-8 with the Commission on April
23, 1997 (EDGAR Accession No. 0000754811-97-000003).
10.12Custodian Agreement dated November 1, 1997, between U.S. Global
Investors Funds and Brown Brothers Harriman & Co. incorporated by
reference to Post-Effective Amendment No. 82 to Registration Statement
on Form N-1A dated September 2, 1998 (EDGAR Accession No.
0000101507-98-000031).
10.13Amendment dated June 30, 2001, to Custodian Agreement dated November
1, 1997, between U.S. Global Investors Funds and Brown Brothers
Harriman & Co., incorporated by reference to Annual Report on Form
10-K for fiscal year ended June 30, 2001 (EDGAR Accession No.
0000754811-01-500016).
10.14Appendix A to Custodian Agreement dated November 1, 1997, between
U.S. Global Investors Funds and Brown Brothers Harriman & Co.,
incorporated by reference to Annual Report on Form 10-K for fiscal
year ended June 30, 2001 (EDGAR Accession No. 0000754811-01-500016).
10.15Amendment dated February 21, 2001, to Appendix B of the Custodian
Agreement dated November 1, 1997, between U.S. Global Investors Funds
and Brown Brothers Harriman & Co., incorporated by reference to Annual
Report on Form 10-K for fiscal year ended June 30, 2001 (EDGAR
Accession No. 0000754811-01-500016).
10.16Custodian Agreement dated November 1, 1997, between U.S. Global
Accolade Funds and Brown Brothers Harriman & Co. incorporated by
reference to Post-Effective Amendment No. 13 to Registration Statement
on Form N-1A dated January 29, 1998 (EDGAR Accession No.
0000902042-98-000006).
10.17Amendment dated May 14, 1999, to Custodian Agreement dated November
1, 1997, between U.S. Global Accolade Funds and Brown Brothers
Harriman & Co. incorporated by reference to Post-Effective Amendment
No. 16 to Registration Statement on Form N-1A dated February 29, 1999
(EDGAR Accession No. 0000902042-99-000004).
10.18Amendment dated June 30, 2001, to Custodian Agreement dated November
1, 1997, between U.S. Global Accolade Funds and Brown Brothers
Harriman & Co., incorporated by reference to Annual Report on Form
10-K for fiscal year ended June 30, 2001 (EDGAR Accession No.
0000754811-01-500016).
10.19Appendix A to Custodian Agreement dated November 1, 1997, between
U.S. Global Accolade Funds and Brown Brothers Harriman & Co.,
incorporated by reference to Annual Report on Form 10-K for fiscal
year ended June 30, 2001 (EDGAR Accession No. 0000754811-01-500016).
10.20Amendment dated February 16, 2001, to Appendix B of the Custodian
Agreement dated November 1, 1997, between U.S. Global Accolade Funds
and Brown Brothers Harriman & Co. incorporated by reference to
Post-Effective Amendment No. 18 to Registration Statement on Form N-1A
dated February 28, 2001 (EDGAR Accession No. 0000902042-01-500005).
10.21Distribution Agreement by and between U.S. Global Brokerage, Inc. and
U.S. Global Accolade Funds dated September 3, 1998, incorporated by
reference to Exhibit 10.12 of Company's Form 10-K for fiscal year
ended June 30, 1998 (EDGAR Accession Number 0000754811-98-000009).
10.22Distribution Agreement by and between U.S. Global Brokerage, Inc. and
U.S. Global Investors Funds dated September 3, 1998, incorporated by
reference to Exhibit 10.13 of Company's Form 10-K for fiscal year
ended June 30, 1998 (EDGAR Accession Number 0000754811-98-000009).
11 Statement regarding Computation of Per Share Earnings, included
herein.
21 List of Subsidiaries of the Company, included herein.
24 Power of Attorney, incorporated by reference to Annual Report on Form
10-K for fiscal year ended June 30, 2001 (EDGAR Accession No.
0000754811-01-500016).
99.1 Certification of Chief Executive Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
U.S. GLOBAL INVESTORS,INC.
By: /s/ Frank E. Holmes
-------------------------
FRANK E. HOLMES
Date: December 20, 2002 Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ Frank Holmes
- --------------------------
FRANK E. HOLMES Chairman of the Board of Directors December 20, 2002
Chief Executive Officer
Chief Investment Officer
*/s/ Thomas F. Lydon, Jr.
- --------------------------
THOMAS F. LYDON, JR. Director December 20, 2002
* /s/ Jerold H. Rubinstein
- --------------------------
JEROLD H. RUBINSTEIN Director December 20, 2002
* /s/ Roy D. Terracina
- --------------------------
ROY D. TERRACINA Director December 20, 2002
/s/ Tracy C. Peterson
- --------------------------
TRACY C. PETERSON Chief Financial Officer December 20, 2002
*BY: /s/ Susan B. McGee
- --------------------------
Susan B. McGee December 20, 2002
Attorney-in-Fact under Power
of Attorney dated
September 26, 2001
CERTIFICATIONS
I, Frank E. Holmes, certify that:
1. I have reviewed this annual report on Form 10-K of U.S. Global Investors,
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
Date: December 20, 2002
/s/ Frank E. Holmes
- ---------------------
Frank E. Holmes
Chairman of the Board, Chief Executive Officer
I, Tracy C. Peterson, certify that:
1. I have reviewed this annual report on Form 10-K of U.S. Global Investors,
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
Date: December 20, 2002
/s/ Tracy C. Peterson
- ---------------------
Tracy C. Peterson
Chief Financial Officer
EXHIBIT 99.1 -- CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code), the
undersigned officer of U.S. Global Investors, Inc. (the "Company") does hereby
certify, to such officer's knowledge, that:
The Annual Report on Form 10-K for the fiscal year ended June 30, 2002, of the
Company fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and information contained in the Form 10-K
fairly presents, in all material respects, the financial condition and results
of the operations of the Company.
Date: December 20, 2002
/s/ Frank E. Holmes
- ---------------------
Frank E. Holmes
Chief Executive Officer
EXHIBIT 99.2 -- CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code), the
undersigned officer of U.S. Global Investors, Inc. (the "Company") does hereby
certify, to such officer's knowledge, that:
The Annual Report on Form 10-K for the fiscal year ended June 30, 2002, of the
Company fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and information contained in the Form 10-K
fairly presents, in all material respects, the financial condition and results
of the operations of the Company.
Date: December 20, 2002
/s/ Tracy C. Peterson
- ---------------------
Tracy C. Peterson
Chief Financial Officer