FORM 10-K
Amendment No. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark
One)
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED JUNE 30, 1997
AMENDED OCTOBER 23, 1997
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM / / TO / /
Commission File Number 0-13928
U.S. GLOBAL INVESTORS, INC.
(Exact name of registrant as specified in its charter)
7900 CALLAGHAN ROAD, SAN ANTONIO, TX 78229
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 210-308-1234
TEXAS 74-1598370
(State of Organization) (I.R.S. Employer Identification No.)
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, PAR VALUE $0.05 PER SHARE
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 12 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. [X]
The aggregate market value of the voting stock held by non-affiliates of
Registrant on September 8, 1997, was $251,769 Registrant's only voting stock is
class C common stock, par value $0.05 per share, for which there is no active
market. The 106,008 shares of class C common stock held by non-affiliates were
valued at the last sale on September 8, 1997, of Registrant's class A common
stock as reported by NASDAQ, which was $2.375 per share.
On September 8, 1997, there were 496,860 shares of Registrant's class C common
stock outstanding, no shares of Registrant's class B non-voting common shares
outstanding, and 6,292,414 shares of Registrant's class A common stock issued
and 6,105,730 shares of Registrant's class A common stock issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended June 30,
1997, are incorporated by reference in Part I, Item 1 and Part II, Items 6, 7, 8
and 13 of this Form 10-K.
- --------------------------------------------------------------------------------
SEE ANNUAL REPORT ON FORM 10-K FILED SEPTEMBER 29, 1997, ACCESSION NUMBER
0000754811-97-000013, FOR REMAINING SECTIONS AND EXHIBITS.
- --------------------------------------------------------------------------------
ITEM 11. EXECUTIVE COMPENSATION
INCENTIVE COMPENSATION
During the last fiscal year, the individuals listed in the compensation table
received the majority of their bonuses from individual performance pay
arrangements. Mr. Flores, as head of the Investment Division, received bonuses
based on a formula comparing performance of mutual funds he managed, or share
management, to various indices, peer rankings/comparisons, and duration of
sustained performance. Ms. McGee and Mr. Tays, as members of the Legal
Department, receive a bonus based on timing, accuracy and completion of
materials for the various boards of directors/trustees supported by the
department and regulatory filings for the various entities. Mr. Tays' program
also provides a bonus for results of regulatory examinations, fund accounting
and complete registration of new mutual funds. Mr. Duncan received monthly,
quarterly and/or annual bonuses based on the quality and timing of regulatory
filings and company audits. The Investment Division program has been in place
and is adjusted from time to time. The other arrangements were implemented
during the second half of fiscal 1996.
The named executive officers, except for Messrs. Flores and Holmes, also
participated in a team performance pay program based on each employee's annual
salary to recognize monthly completion of departmental goals. During fiscal
1995, 1996 and 1997, a portion of the team bonus was payable in the Company's
class A common stock. The portion of the team performance program paid in
Company stock was suspended at the beginning of fiscal 1998, and alternatives
are being considered. In addition, the individuals listed could receive
semiannual perfect attendance awards based on employee classification.
PROFIT SHARING PLAN
In June 1983, the Company adopted a profit sharing plan in which all qualified
employees who have completed one year of employment with the Company are
included. Subject to Board action, the Company may contribute up to 15% of its
net income before taxes during each fiscal year, limited to 15% of qualifying
salaries, to a profit sharing plan, the beneficiaries of which are the eligible
employees of the Company. The Company's contribution to the plan is then
apportioned to each employee's account in the plan in an amount equal to the
percentage of the total basic compensation paid to all eligible employees which
each employee's individual basic compensation represents. An employee generally
becomes eligible to receive a distribution from the plan upon the occurrence of
retirement, death, total disability or termination. Distributions of an
employee's account may be made either in one lump sum or in installments over a
period not exceeding 15 years. For the fiscal year ended June 30, 1997, the
Company contributed $59,093 or 9.59% of net income before taxes to the profit
sharing plan. There have been no recent material changes to the plan.
401(K) PLAN
The Company adopted a 401(k) plan in October 1990 for the benefit of all
employees. The Company will contribute 50 cents for every $1.00 of the first 4%
of an employee's pay deferment. The Company will make contributions to employee
accounts at the end of each plan year if the employee is still employed on that
date. New employees may enroll on any quarterly entry date following six months
of employment. The Plan offers numerous investment options which represent
different levels of risk and return. Employees have the option to invest in most
of the USGIF and USGAF funds offered and the Company's class A common stock. For
the fiscal year ended June 30, 1997, the Company has accrued $50,158 for its
401(k) plan matching contribution.
SAVINGS PLANS
The Company has continued the program pursuant to which it offers employees,
including its executive officers, an opportunity to participate in savings
programs utilizing managed investment companies, which was accepted by
essentially all such employees. Limited employee contributions to an Individual
Retirement Account are matched by the Company. Similarly, if such employees
contribute monthly to the U.S. Tax Free Fund, the Company will match these
contributions on a limited basis. Beginning in fiscal 1997 a similar savings
plan utilizing UGMA accounts has been offered to employees to save for their
children's education. Under each program, if the employee ceases to make
personal contributions or withdraws the money, their participation in the
program is terminated and they may not participate in the future. For the fiscal
year ended June 30, 1997, the Company match aggregated to $67,152, reflected in
base salary expense.
STOCK OPTION PLANS
In March 1985, the Board of Directors of the Company adopted an Incentive Stock
Option Plan ("1985 Plan") which was approved by the shareholders of the Company
on April 2, 1985. Under the terms of the 1985 Plan, certain executives and key
salaried employees of the Company and its subsidiaries were granted options to
purchase shares of the Company's class A common stock. The maximum number of
shares of class A common stock authorized for issuance under the 1985 Plan was
200,000 shares (subject to adjustment in the event of reorganization, merger,
consolidation, liquidation, recapitalization, or stock splits). Shares subject
to purchase pursuant to an option granted under the 1985 Plan may be either
authorized but unissued shares or shares that were once issued and subsequently
reacquired by the Company.
The 1985 Plan was amended on November 7, 1989 and December 6, 1991. In December
1991 it was amended to provide provisions to cause the plan and future grants
under the plan to qualify under 1934 Act Rule 16b-3. The 1985 Plan was
administered by a committee consisting of the two outside members of the Board
of Directors of the Company. The 1985 Plan terminated on December 31, 1994.
Options granted under the 1985 Plan were granted for a term of up to five years
in the case of employees who own in excess of 10% of the total combined voting
power of all classes of the Company's stock and for up to ten years for other
employees. The options were granted at an exercise price of not less than 100%
of the fair market value as of the date of the grant, or 110% of the fair market
value in the case of any officer or employee holding in excess of 10% of the
combined voting power of the Company's stock. The aggregate fair market value of
the class A common stock for which any employee was granted options in any
calendar year could not exceed $100,000 plus any unused carry-over from a
preceding year. All of the options were granted at or above market price on the
date of the grant. As of September 8, 1997, option grants covering 85,500 shares
have been exercised under the 1985 Plan; and grants covering 32,000 shares have
expired.
In November 1989 the Board of Directors adopted the 1989 Non-Qualified Stock
Option Plan (the "1989 Plan") which provides for the granting of options to
purchase shares of the Company's class A common stock to directors, officers and
employees of the Company and its subsidiaries. On December 6, 1991, the 1989
Plan was approved by shareholders and amended to provide provisions to cause the
plan and future grants under the plan to qualify under 1934 Act Rule 16b-3. The
1989 Plan is administered by a committee consisting of two outside members of
the Board of Directors. The maximum number of shares of class A common stock
initially approved for issuance under the 1989 Plan is 800,000 shares. During
the fiscal year ended June 30, 1997, there were grants covering 30,000 shares at
an exercise price of $2.00 per share. All options were granted at or above
market price on the date of grant. As of September 8, 1997, grants covering
393,000 shares have been exercised under the 1989 Plan; and grants covering
80,400 shares have expired.
The Board of Directors, at a meeting held on July 14, 1992, amended the Stock
Option Agreement for stock options granted during November 1989 to provide for
an option period of ten years. The amendment was accepted by all optionees.
In April 1997, the Board of Directors adopted the 1997 Non-Qualified Stock
Option Plan (the "1997 Plan"), which was approved by shareholders on April 25,
1997, provides for the granting of stock appreciation rights ("SARs") and/or
options to purchase shares of the Company's class A common stock to directors,
officers and employees of the Company and its subsidiaries. The 1997 Plan
expressly requires that all grants under the plan qualify under 1934 Act Rule
16b-3. The 1997 Plan is administered by a committee consisting of two outside
members of the Board of Directors. The maximum number of shares of class A
common stock initially approved for issuance under the 1997 Plan is 200,000
shares. During the fiscal year ended June 30, 1997, there were grants covering
50,000 shares at an exercise price of $2.00 and 98,500 shares at an exercise
price of $1.82. All options were granted at or above market price on the date of
grant. To date, no options have been exercised and no options have expired.
The following table shows, as to each of the officers of the Company listed in
the cash compensation table, grants of stock options and freestanding stock
appreciation rights ("SARs") made during the last fiscal year.
POTENTIAL REALIZED
VALUE AT ASSUMED
ANNUAL
RATES OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- ----------------------------------------------------------------------------------------------- --------------------------
(A) (B) (C) (D) (E) (F) (G)
- ---------------------- ------------------- --------------- ------------- -------------------- ------------- ------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) EXPIRATION DATE 5% ($) 10% ($)
- ---------------------- ------------------- --------------- ------------- -------------------- ------------- ------------
Frank E. Holmes 0/0 -- -- -- -- --
Thomas D. Tays 5,000/0 5.00% $1.82 June 4, 2007 $5,723 $14,505
Susan B. McGee 25,000/0 25.38% $1.82 June 4, 2007 $28,620 $72,525
Bobby D. Duncan 0/0 -- -- -- -- --
Victor Flores 0/0 -- -- -- -- --
The following table shows, as to each of the officers of the Company listed in
the cash compensation table, aggregated option exercises during the last fiscal
year and fiscal year-end option values.
- ---------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
- ---------------------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN THE MONEY
OPTIONS/SARS OPTIONS/SARS AT
AT FY-END (#) FY-END($)
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED UNEXERCISABLE UNEXERCISABLE
- ---------------------------- ----------------------- ---------------------- ------------------ ------------------------
Frank E. Holmes 0 0 201,000/0 12,250/0
Thomas D. Tays 0 0 2,500/5,000 0/900
Susan B. McGee 0 0 11,500/25,000 0/4,500
Bobby D. Duncan 0 0 96,000/0 10,000/0
Victor Flores 0 0 51,000/0 500/0
COMPENSATION OF DIRECTORS
The Company pays non-employee directors $500 per meeting and may grant them
options under the Company's 1989 and 1997 Stock Option Plans. Their compensation
is subject to a minimum of $3,000 in any quarter paid in arrears. Messrs. J.
Stephen Penner and Thomas F. Lydon Jr. were elected as non-employee directors on
May 15, 1997, and June 1, 1997, respectively. Mr. Bobby D. Duncan was a
non-employee director for a portion of the fiscal year following his termination
of employment with the Company. Messrs. Jerold H. Rubinstein and Roy D.
Terracina were non-employee directors for the full fiscal year. During the
fiscal year ended June 30, 1997, Messrs. Terracina and Rubinstein each received
cash compensation of $12,000; Messrs. Penner and Lydon received $1,500 and
$1,000 respectively. Mr. Duncan received $2,000. Mr. Terracina is also a
director of STFC where he received cash compensation of $2,400. Directors are
reimbursed for reasonable travel expenses incurred in attending the meetings
held by the Board of Directors. During fiscal year 1997, Messrs. Penner, Lydon
and Rubinstein were each awarded stock options covering 10,000 shares and Mr.
Terracina was awarded stock options covering 50,000 shares
REPORT ON EXECUTIVE COMPENSATION
The Board appointed Messrs. Holmes, Terracina and Rubinstein as members of the
Executive Compensation Committee during fiscal 1996, and they continue to serve
on the committee. There are no compensation committee interlocks or insider
participations to report. The Company's program regarding compensation of
executive officers is different from most public corporations' programs due to
the concentration of control in one individual. Mr. Holmes' compensation is
reviewed by the Board of Directors. Mr. Holmes, Chairman and Chief Executive
Officer of the Company, currently owns 77.95% of the Company's class C common
stock. He informs the Board of Directors as to the amount of his proposed
remuneration and that of the Company's other executive officers. Mr. Holmes
recognizes that Registrant is a small business and believes that an acceptable
base compensation should reflect an amount competitive with industry peers
taking into account the relative cost of living in San Antonio, Texas. The base
pay of the executives is relatively fixed, but the executive has the opportunity
to increase his/her compensation by (1) participating in team building programs
in order to enhance operational and fiscal efficiencies throughout the Company
with a percent of resulting savings flowing to the executive; and (2)
participating directly in retirement and savings programs whereby the Company
will contribute amounts relative to the executive's contribution.
The Company has utilized option grants under the 1985 Plan, the 1989 Plan, and
the 1997 Plan to induce qualified individuals to join the Company with a base
pay consistent with the foregoing--providing the individual with an opportunity
to benefit if there is significant Company growth. Similarly, options have been
utilized to reward existing employees for long and faithful service and to
encourage them to stay with the Company. Messrs. Rubinstein and Terracina
constitute the Stock Option Committee of the Board of Directors. This Committee
acts upon recommendations of the Chief Executive Officer, President and
Executive Vice President. Shares available for stock option grants under the
1989 Plan and the 1997 Plan aggregate to approximately 101,700 and 51,000
shares, respectively, on September 8, 1997. There were grants from the 1989 Plan
during the fiscal year to directors of the Company.
[GRAPHIC: LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
US GLOBAL S&P S&P
INVESTORS INC. 500 FINANCIALS
-36.00% 116.87% 181.26%
-------------- ------- ----------
Jun 92 .................. ...... 100.00 100.00 100.00
Jul 92 .................. ...... 104.00 103.94 102.52
Aug 92 .................. ...... 96.00 101.44 97.65
Sep 92 .................. ...... 112.00 102.37 100.87
Oct 92 .................. ....... 110.02 102.58 103.19
Nov 92 .................. ....... 104.00 105.69 109.94
Dec 92 .................. ....... 98.02 106.76 114.54
Jan 93 .................. ....... 96.00 107.51 118.35
Feb 93 .................. ....... 96.00 108.63 120.64
Mar 93 .................. ....... 120.00 110.67 125.21
Apr 93 .................. ....... 168.00 107.85 120.95
May 93 .................. ....... 168.00 110.30 120.42
Jun 93 .................. ....... 160.00 110.39 117.31
Jul 93 .................. ....... 180.00 109.80 128.80
Aug 93 .................. ....... 152.00 113.58 131.96
Sep 93 .................. ....... 128.00 112.44 134.34
Oct 93 .................. ....... 152.00 114.62 126.39
Nov 93 .................. ....... 156.00 113.14 121.85
Dec 93 .................. ....... 180.00 114.29 124.01
Jan 94 .................. ....... 184.00 117.99 130.11
Feb 94 .................. ....... 168.00 114.46 123.00
Mar 94 .................. ....... 172.00 109.22 117.73
Apr 94 .................. ....... 140.00 110.48 121.57
May 94 .................. ....... 156.00 111.85 127.76
Jun 94 .................. ....... 148.00 108.85 123.75
Jul 94 .................. ....... 136.00 112.28 126.39
Aug 94 .................. ....... 136.00 116.50 130.50
Sep 94 .................. ....... 148.00 113.37 120.78
Oct 94 .................. ....... 132.00 115.73 122.49
Nov 94 .................. ....... 120.00 111.16 114.96
Dec 94 .................. ....... 104.00 112.53 115.99
Jan 95 .................. ....... 108.00 115.26 123.05
Feb 95 .................. ....... 108.00 119.42 129.52
Mar 95 .................. ....... 108.00 122.68 129.69
Apr 95 .................. ....... 108.00 126.11 134.06
May 95 .................. ....... 88.00 130.69 144.09
Jun 95 .................. ....... 84.00 133.47 144.62
Jul 95 .................. ....... 84.00 137.71 148.49
Aug 95 .................. ....... 80.00 137.67 156.52
Sep 95 .................. ....... 84.00 143.19 166.19
Oct 95 .................. ....... 68.00 142.48 160.95
Nov 95 .................. ....... 60.00 148.32 172.16
Dec 95 .................. ....... 52.00 150.91 173.59
Jan 96 .................. ....... 96.00 155.83 182.27
Feb 96 .................. ....... 92.00 156.91 185.29
Mar 96 .................. ....... 87.49 158.16 187.07
Apr 96 .................. ....... 88.00 160.28 183.36
May 96 .................. ....... 108.00 163.94 186.92
Jun 96 .................. ....... 92.00 164.31 188.60
Jul 96 .................. ....... 76.00 156.80 184.31
Aug 96 .................. ....... 80.00 159.75 190.14
Sep 96 .................. ....... 86.02 168.41 202.73
Oct 96 .................. ....... 76.00 172.80 217.42
Nov 96 .................. ....... 76.00 185.48 237.90
Dec 96 .................. ....... 76.00 181.49 228.88
Jan 97 .................. ....... 88.00 192.62 247.34
Feb 97 .................. ....... 76.00 193.76 256.67
Mar 97 .................. ....... 66.02 185.50 238.04
Apr 97 .................. ....... 56.00 196.34 254.65
May 97 .................. ....... 58.02 207.84 266.13
Jun 97 .................. ....... 64.00 216.87 281.26
COMPANY PERFORMANCE PRESENTATION
The graph at right compares the cumulative total return for the Company's class
A common stock to the cumulative total return for the S&P 500 Composite Index
and the S&P Financial Index for the Company's last five fiscal years. The graph
assumes an investment of $100 in the class A common stock and in each index as
of June 30, 1992, and that all dividends were reinvested.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
CLASS C COMMON STOCK (VOTING STOCK). At September 8, 1997, there were 496,860
shares of the Company's Class C common stock outstanding. The following table
sets forth, as of such date, information regarding the beneficial ownership of
the Company's Class C common stock by each person known by the Company to own 5%
or more of the outstanding shares of Class C common stock.
CLASS C PERCENT OF
NAME AND ADDRESS COMMON SHARES OUTSTANDING SHARES ISSUED
OF BENEFICIAL OWNER BENEFICIALLY OWNED SHARES OWNED OUTSTANDING
- ------------------------- ------------------ ------------ -------------
Frank E. Holmes 1,373,402(1) 387,280 77.95%
7900 Callaghan Road
San Antonio, TX 78229
Marleau, Lemire Inc. 72,720 72,720 14.64%
1 Place Ville Marie
Suite 3601
Montreal, Quebec H3B 3P2
- -------------------
(1) Includes 586,122 shares of Class C common stock underlying presently
exercisable Class C common stock warrants held by Mr. Holmes and F. E.
Holmes Organization Inc., a corporation wholly owned by Mr. Holmes; 102,280
shares of Class C common stock owned by F. E. Holmes Organization Inc.;
400,000 shares obtainable upon exercise of a Class C common stock option
issued to Mr. Holmes; and 285,000 shares owned directly by Mr. Holmes.
CLASS A COMMON STOCK (NON-VOTING STOCK). At September 8, 1997, there were
6,105,730 shares of the Company's Class A common stock issued and outstanding.
The following table sets forth, as of such date, information regarding the
beneficial ownership of the Company's Class A common stock by each person known
by the Company to own 5% or more of the outstanding shares of Class A common
stock.
CLASS A
NAME AND ADDRESS OF COMMON SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT OF CLASS
------------------------ ------------------ ----------------
Robertson Stephens & Co. 1,562,620(1) 25.590%
San Francisco, CA
Quest Management Co. 407,205(2) 6.670%
New York, NY
Frank E. Holmes 361,899(3) 5.572%
San Antonio, TX
Constable Partners, L.P. 670,000(4) 10.970%
Radnor, PA
Mason Hill Asset 409,000(5) 6.700%
Management, Inc.
New York, NY
--------------------
(1) Information is from Schedule 13D, dated December 16,1996, filed with
the SEC, covering Robertson Stephens & Co., the Robertson Stephens
Orphan Fund and the Robertson Stephens Contrarian Fund.
(2) Charles M. Royce controls Quest Advisory Corp. Quest Advisory Corp.
owns 407,205 shares, or 6.67% of the Company's Class A common stock.
Combined, Mr. Royce controls 9.73% of the Class A common stock
outstanding. Information is from Schedule 13G filed with the SEC on
February 15, 1997.
(3) Detail of beneficial ownership set forth below under "Security
Ownership of Management."
(4) Information is from Schedule 13D, dated May 9, 1996, filed with the
SEC.
(5) Mason Hill Asset Management, Inc. owns 250,500 shares or 4.02%.
Equinox Partners, LP owns 158,500 shares or 2.55%. Mason Hill Asset
Management, Inc. and Equinox Partners, L.P. may be deemed to be
under the common control of William W. Strong. Information is from
Schedule 13D filed with the SEC on March 26, 1996.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of September 8, 1997, information regarding
the beneficial ownership of the Company's Class A and Class C common stock by
each director and by all directors and officers as a group. Except as otherwise
indicated in the notes below each director owns directly the number of shares
indicated in the table and has the sole voting power and investment power with
respect to all such shares.
CLASS C -CLASS A
BENEFICIAL OWNER COMMON STOCK % COMMON STOCK(1) %
- --------------------------- ------------ ------ -------------- -----
Bobby D. Duncan 4,931 0.99% 116,652 1.84%
J. Stephen Penner 0 0.00% 10,000 0.16%
Frank E. Holmes 1,373,402(2) 92.61% 361,899(3) 5.57%
Jerold H. Rubinstein -- 0.00% 89,000 0.79%
Roy D. Terracina -- 0.00% 10,000 1.40%
All directors and
officers as a
group (15 persons 1,378,333 92.94% 755,377(4) 11.12%
--------- ----- ------- ----
- -------------------
(1) Includes shares of Class A common stock underlying presently exercisable
options held directly by each individual director as follows: Mr. Holmes -
201,000 shares; Mr. Duncan - 96,000 shares; Mr. Rubinstein -50,000 shares;
and Mr. Terracina - 51,000 shares.
(2) Includes 586,122 shares of Class C common stock underlying presently
exercisable Class C common stock warrants held by Mr. Holmes and F. E.
Holmes Organization Inc., a corporation wholly owned by Mr. Holmes; 400,000
shares underlying a presently exercisable option held by Mr. Holmes to
purchase Class C common stock; 102,280 shares of Class C common stock owned
by F. E. Holmes Organization Inc.; and 285,000 shares owned directly by Mr.
Holmes.
(3) Includes 60,899 shares and options to obtain 201,000 shares of class A
common stock as well as 100,000 shares of class A common stock held by F.E.
Holmes Organization, Inc. a corporation wholly owned by Mr. Holmes. Mr.
Holmes' 60,899 shares also include 1,300 shares of Class A common stock
owned separately by Mr. Holmes' wife. Mr. Holmes disclaims beneficial
ownership of these 1,300 shares of Class A common stock.
(4) Includes the shares underlying presently exercisable options held by the
directors and officers listed above and an additional 37,300 shares of Class
A common stock underlying presently exercisable options held by officers
other than those listed above.
- --------------------------------------------------------------------------------
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/ David J. Clark
--------------------------
DAVID J. CLARK
Date: October 23, 1997 CHIEF FINANCIAL 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
- ------------------------ ------------------------ ------------------
Director October 23, 1997
- ------------------------
JEROLD H. RUBINSTEIN
* /s/ Roy D. Terracina Director October 23, 1997
- ------------------------
ROY D. TERRACINA
* /s/ Frank E. Holmes Chairman of the Board October 23, 1997
- ------------------------ of Directors
FRANK E. HOLMES Chief Executive Officer
* /s/ Bobby D. Duncan Director October 23, 1997
- ------------------------
BOBBY D. DUNCAN
* /s/ J. Stephen Penner Director October 23, 1997
- ------------------------
J. STEPHEN PENNER
* /s/ Thomas F. Lydon, Jr. Director October 23, 1997
- ------------------------
THOMAS F. LYDON, JR.
/s/ David J. Clark Chief Financial Officer October 23, 1997
- ------------------------
DAVID J. CLARK
/s/ J. Michael Edwards Chief Accounting Officer October 23, 1997
- ------------------------
J. MICHAEL EDWARDS
* BY:
/s/ Susan B. McGee
- ------------------------
SUSAN B. MC GEE
Executive Vice President, Corporate Secretary
Power of Attorney