UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A NO. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2002 COMMISSION FILE NUMBER 0-5664 (Name, State of Incorporation, Address and Telephone Number) [LOGO] ROYAL GOLD, INC. (a Delaware Corporation) ROYAL GOLD, INC. 1660 WYNKOOP STREET, SUITE 1000 DENVER, COLORADO 80202-1132 (303) 573-1660 I.R.S. Employer Identification Number 84-0835164 Securities Registered Pursuant to Section 12(b) of the Act: NONE Securities Registered Pursuant to Section 12(g) of the Act: COMMON STOCK $0.01 PAR VALUE NASDAQ NATIONAL MARKET SYSTEM ---------------------------- ----------------------------- (Title of Class) (Name of Exchange on which registered) Indicate by check mark whether the Registrant (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 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] As of September 12, 2002, the average bid and asked price of the Company's stock was $17.89 per share. The aggregate market value of voting stock held by non-affiliates was $252 million. For purposes of calculating this aggregate market value, shares of Common Stock held by persons who hold more than 5% of the outstanding shares of the Common Stock and shares held by officers and directors of the registrant have been excluded because such persons may be deemed to be affiliates. As of September 12, 2002, there were 19,050,614 shares of Common Stock, $0.01par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on November 12, 2002: Part III, Items 11, 12 and 13. <page> EXPLANATORY NOTE We are filing this amendment to our Annual Report on Form 10-K, originally filed with the Securities and Exchange Commission on September 27, 2002, solely for the purpose of amending Exhibit 23. No other information included in the Annual Report on Form 10-K is amended by this Form 10-K/A. 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. ROYAL GOLD, INC. Date: November 5, 2002 By: /s/ STANLEY DEMPSEY ------------------------------ Stanley Dempsey Chairman, Chief Executive Officer, President and Director