REGISTRATION NO.______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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U.S. GLOBAL INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Texas 74-6370582
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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7900 Callaghan Road, San Antonio, TX 78229
Telephone No. (210)308-1234
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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U.S. GLOBAL INVESTORS, INC.
1997 NON-QUALIFIED
STOCK OPTION PLAN
(Full Title of the Plan)
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Susan B. McGee
Vice President and Corporate Secretary
United Services Advisors, Inc.
7900 Callaghan Road
San Antonio, Texas 78229
(210)308-1234
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registra-
to registered registered share(1) price(1) tion fee
- --------------------------------------------------------------------------------
Class A Common Stock, 200,000 shares $1.84 $368,000.00 $100.00
par value $.05 per share --
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(1) Estimated solely for the purpose of calculating the registration fee
(based on the average of the high and low prices of the Class A Common
Stock as reported in the NASDAQ System on April 18, 1997).
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(Exhibit Table on Page 5 of __)
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the documents containing the
information specified in Part I of Form S-8 will be distributed as specified by
Rule 428(b)(1) under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The U.S. Global Investors, Inc.'s ("U.S. Global's" or "Registrant's")
Annual Report on Form 10-K for the year ended June 30, 1996, the Quarterly
Report on Form 10-Q for the quarters ended September 30, 1996, and December 31,
1996, the July 10, 1996, and March 10, 1997, Current Reports on Form 8-K, the
October 25, 1985, Form 8-A filed with the Securities and Exchange Commission by
U.S. Global (Commission File Number 0-13928) pursuant to Section 13 of the
Securities Exchange Act of 1934 ("Exchange Act") and the September 24, 1996,
Report by Issuer of Securities Quoted on the NASDAQ Interdealer Quotation System
on Form 10-C are incorporated herein by reference.
Each document filed by U.S. Global pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
shares offered hereunder have been sold or which deregisters all shares
remaining unsold hereunder shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Required--class registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Required--no named expert nor counsel has an interest required to be
disclosed under this item and none are employees of U.S. Global.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article 2.02(16) of the Texas Business Corporation Act (the "TBCA")
empowers U.S. Global to indemnify directors, officers, employees and agents of
U.S. Global and to purchase liability insurance for those persons to the extent
permitted by Article 2.02-1 of the TBCA.
Article 2.02-1 of the TBCA in part provides that a corporation may
indemnify its officers and directors for any liability if it is determined that
such officer or director (i) conducted himself in good faith, (ii) reasonably
believes, in the case of conduct in his official capacity as an officer or
director, that his conduct was in the corporation's best interest, and in all
other cases, that his conduct was at least not opposed to the corporation's best
interest, and (iii) in the case of any criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful. These determinations must be
made (i) by a majority vote of a quorum consisting of the directors who at the
time of the vote are not named defendants or respondents in the proceeding, (ii)
if such a quorum cannot be obtained, by a majority vote of a committee of the
Board of Directors, designated to act in the matter by a majority vote of all
directors, consisting solely of two or more directors who, at the time of the
vote, are not named defendants or respondents in the proceeding, (iii) by
special legal counsel selected by the Board of Directors or a committee of the
Board by a vote as set forth in (i) or (ii) above, or, if such a quorum cannot
be obtained and such a committee vote cannot be established, by a majority vote
of all directors, or (iv) by the shareholders in a vote that excludes the shares
that are held by directors and officers who are named defendants or respondents
in the proceeding.
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Under Article 2.02-1 of the TBCA, an officer or a director may be
indemnified against judgments, penalties (including excise and similar taxes),
fines, settlements, and reasonable expenses actually incurred by the officer or
director in connection with the proceeding, but if the officer or director is
found liable to the corporation or is found liable on the basis that personal
benefit was improperly received by the officer or director, the indemnification
(i) is limited to reasonable expenses actually incurred by the officer or
director in connection with the proceeding, and (ii) shall not be made in
respect of any proceeding in which the officer or director shall have been found
liable for willful or intentional misconduct in the performance of his duty to
the corporation. The termination of a proceeding by judgment, order, settlement,
or conviction, or upon a plea nolo contendere or its equivalent is not of itself
determinative that the officer or director did not meet the requirements set
forth above. An officer or director shall be deemed to have been found liable in
respect of any claim, issue or matter only after the officer or director shall
have been so adjudicated by a court of competent jurisdiction after exhaustion
of all appeals therefrom.
Article 2.02-1 of the TBCA further authorizes a corporation to pay the
reasonable expenses incurred by an officer or director in advance of the final
disposition of such proceeding if the corporation receives a written affirmation
by the officer or director of his good faith belief that he has met the standard
of conduct necessary for indemnification as well as a written undertaking to
repay the amount paid by the corporation if it is ultimately determined that the
officer or director has not met the requirements for indemnification. In
addition, Article 2.02-1 of the TBCA empowers a corporation to indemnify and
advance reasonable expenses to an employee, agent and certain other persons to
the same extent it may indemnify in advance expenses to officers and directors.
Finally, Article 2.02-1 of the TBCA empowers a corporation to purchase and
maintain insurance on behalf of directors, officers, employees, agents and
certain other persons against any liability asserted against such persons,
whether or not the corporation would have the power to indemnify such persons
against that liability under Article 2.02-1 of the TBCA.
Under U.S. Global's Bylaws, U.S. Global shall, to the fullest extent to
which it is empowered to do so by the TBCA or any other applicable laws as may
from time to time be in effect, indemnify any person who was, is or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer of U.S. Global or is
or was serving at the request of U.S. Global as a director, officer, proprietor,
trustee, employee, agent or similar functionary of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding. U.S. Global's obligations under its Bylaws include,
but are not limited to, the convening of a meeting and the consideration of any
matter thereby, required by statute in order to determine the eligibility of an
officer or director for indemnification. U.S. Global's obligation to indemnify
and prepay expenses under its Bylaws shall arise, and all rights granted to
directors, officers, employees or agents thereunder shall vest, at the time of
the occurrence of the transaction or event to which such action, suit or
proceeding relates, or at the time that the action or contact to which such
action, suit or proceeding relates was first taken or engaged in (or omitted to
be taken or engaged in), regardless of when such action, suit or proceeding is
first threatened, commenced or completed.
Accordingly, under U.S. Global's Bylaws, no action taken by U.S. Global,
either by amendment of its Bylaws or its Articles of Incorporation or otherwise,
shall diminish or adversely affect any rights to indemnification or prepayment
of expenses granted under U.S. Global's Bylaws which have become vested prior to
the date that such amendment or corporation action is taken. Further, under U.S.
Global's Bylaws the Board of Directors has the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and incurred by him in any such capacity or arising out of his status as
such, whether or not U.S. Global would have the power to indemnify him against
such liability under the provisions of the TBCA, U.S. Global's Article of
Incorporation or U.S. Global's Bylaws.
U.S. Global has purchased liability insurance policies covering its
directors and officers to provide protection where U.S. Global cannot legally
indemnify a director or officer and where a claim arises under the Employee
Retirement Income Security Act of 1974 against a director or officer based on an
alleged breach of fiduciary duty or other wrongful act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No exemption has been relied upon.
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ITEM 8. EXHIBITS.
(4) U.S. Global Investors, Inc. 1997 Non-Qualified Stock Option
Plan--filed herewith.
(5) Opinion regarding legality -- filed here with.
(23)(a) Consent of Independent Accountants -- Price Waterhouse LLP -- filed
herewith.
(23)(b) Consent of Counsel -- filed herewith as part of Exhibit 5 above.
(24) Powers of Attorney -- filed herewith as part of the signature page.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a) (3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof), which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer of
controlling person in
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connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Frank E. Holmes, Bobby D. Duncan, Susan
B. McGee, Thomas D. Tays, and Charles W. Lutter, Jr. and each of them acting
singularly, as our true and lawful attorneys-in-fact, with full powers to them
and each of them to sign for us, in our names in the capacities indicated below,
the Registration Statement on Form S-8 of U.S. Global Investors, Inc. and any
and all amendments thereto or any related document required therewith, with the
Securities and Exchange Commission, granting upon said attorneys-in-fact and
agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitutes,
may lawfully do or cause to be done by virtue thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, U.S.
Global Investors, Inc. 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 San Antonio, State of Texas, on the 15th, day of
April, 1997.
U.S. GLOBAL INVESTORS, INC.
(Registrant)
By: /s/Frank E. Holmes
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Frank E. Holmes, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ Frank E. Holmes
- -------------------------- Chairman of the Board, April 15, 1997
Frank E. Holmes Chief Executive
Officer, President,
Chief Operating Officer
Chief Financial Officer
/s/ Victor Flores
- -------------------------- Executive Vice President, April 15, 1997
Victor Flores Chief Investment Officer
and Director
/s/ Kevin C. White
- -------------------------- Chief Accounting Officer April 15, 1997
Kevin C. White
/s/ Bobby D. Duncan
- -------------------------- Executive Vice President, April 15, 1997
Bobby D. Duncan Strategic Development and
Special Projects, Director
/s/ Jerold H. Rubinstein
- -------------------------- Director April 15, 1997
Jerold H. Rubinstein
/s/ Roy D. Terracina
- -------------------------- Director April 15, 1997
Roy D. Terracina
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
(4) U.S. Global Investors, Inc. 1997 Non-Qualified Stock Option Plan
(5) Opinion Regarding Legality.
(23)(a) Consent of Independent Accountants -- Price Waterhouse LLP.
(23)(b) Consent of Counsel -- filed herewith as part of Exhibit 5.
(24) Powers of Attorney -- filed herewith on signature page.
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