REGISTRATION NO. 33-33012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 2
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.)
--------------------
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.
1989 NON-QUALIFIED
STOCK OPTION PLAN
AND
1985 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
--------------------
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(2)
- --------------------------------------------------------------------------------
Class A Common Stock, 1,000,000 shares $2.00 $2,000,000 $400.00
par value $.05 per
share (formerly called
Preferred Stock)
- -----------------------
(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 at time of original filing).
(2) Fee paid at time of original filing.
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(Exhibit Table on Page 6 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)(a) U.S. Global Investors, Inc. 1989 Non-Qualified Stock Option Plan (as
amended December 9, 1991) -- filed herewith.
(4)(b) U.S. Global Investors, Inc. 1985 Incentive Stock Option Plan (as
amended November 7, 1989 and December 9, 1991) -- filed herewith.
(5) Opinion regarding legality -- filed herewith.
(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.
(c) 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
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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 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 18th, day of
April, 1997.
U.S. GLOBAL INVESTORS, INC.
(Registrant)
By: /S/ FRANK E. HOLMES
-----------------------------------
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, Chief April 18, 1997
- ----------------------- Executive Officer, President,
FRANK E. HOLMES Chief Operating Officer
Chief Financial Officer
/S/ FICTOR FLORES Executive Vice President, April 18, 1997
- ------------------------ Chief Investment Officer
VICTOR FLORES and Director
/S/ KEVIN C. WHITE Chief Accounting Officer April 18, 1997
- ------------------------
KEVIN C. WHITE
/S/ BOBBY D. DUNCAN Executive Vice President, April 18, 1997
- ------------------------ Strategic Development and
BOBBY D. DUNCAN Special Projects, Director
/S/ JEROLD H. RUBINSTEIN Director April 18, 1997
- ------------------------
JEROLD H. RUBINSTEIN
/S/ ROY D. TERRACINA Director April 18, 1997
- ------------------------
ROY D. TERRACINA
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
(4)(a) U.S. Global Investors, Inc. 1989 Non-Qualified Stock Option Plan
(as amended December 9, 1991).
(4)(b) U.S. Global Investors, Inc. 1985 Incentive Stock Option Plan (as
amended November 7, 1989 and December 9, 1991).
(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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EXHIBIT 4(a)
UNITED SERVICES ADVISORS, INC.
1989 NON-QUALIFIED STOCK OPTION PLAN
AS AMENDED DECEMBER 9, 1991
1. PURPOSE. This 1989 Non-Qualified Stock Option Plan (the "Plan") is
intended to provide incentives to directors, officers and employees of United
Services Advisors, Inc. (the "Company"), its parent (if any) and any present or
future subsidiaries of the Company (collectively, "Related Corporations") as
determined by the Company's Board of directors (the "Board of Directors") or the
applicable administrator (as described in paragraph 2) to be in the best
interests of the Company, by providing such directors, officers and employees
with opportunities to purchase the Company's non-voting preferred stock, par
value $.05 per share (the "Preferred Stock"), pursuant to options granted
hereunder which do not qualify as "incentive stock options" under Section
422A(b) of the Internal Revenue Code of 1986 (the "Option" or "Options").
Recipients of such Options are hereafter referred to individually as an
"Optionee" and collectively as "Optionees". As used herein, the terms "parent"
and "subsidiary" mean "parent corporations" and "subsidiary corporation"
respectively, as those terms are defined in Section 425 of the Internal Revenue
Code of 1986, as amended (the "Code").
2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a
committee consisting of all the independent outside, non-employee directors of
the Company. The administrator shall be referred to as the "Administrators" and
individually as the "Administrator." In administering the Plan, the
Administrator shall, subject to the terms of the Plan, have the authority to
determine the terms and conditions (which need not be identical) of all Options
granted, including, but not limited to, (i) the purchase price of the Preferred
Stock subject to the Options, (ii) the individuals to whom, and the time or
times at which, the Options shall be granted or awarded, (iii) the time or times
when each Option shall be exercisable and the duration of the exercise period,
(iv) the number of shares of Preferred Stock to be subject to each Option, (v)
whether the purchase price for the shares of Preferred Stock subject to the
Options shall be paid in cash or with some other consideration, (vi) when an
Option can be exercised and whether in whole or in installments, (vii) whether
restrictions such as repurchase options or rights of first refusal are to be
imposed on the shares of Preferred Stock subject to the Options, and (viii) the
form, terms and provisions of any agreement granting such Options; provided,
however, in no event shall either the Board of Directors or the applicable
Administrator have the authority to set the purchase price of the Preferred
Stock which is subject to an Option at an amount which is less than the fair
market value of the Preferred Stock on the date of the grant of the Option. The
Administrator shall take whatever actions it deems necessary to ensure that no
Option is treated as an "incentive stock option" under Section 422A(b) of the
Code and the regulations promulgated thereunder. The grant or authorization of
each Option by an Administrator shall be ratified by the Board of Directors if
required by applicable state law. The interpretation and construction by the
Board of Directors or an Administrator of any provisions of the Plan or of any
Option granted under it shall be final; however, such interpretation and
construction by an Administrator shall not be final if otherwise determined by
the Board of Directors. The Board of Directors or the applicable Administrator
may from time to time adopt such rules and regulations for
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carrying out the Plan as it may deem best. No member of the Board nor any
Administrator shall be liable for any action or determination made in good faith
with respect to the Plan or any Option granted under it.
3. STOCK. The stock subject to Options shall be the authorized but
unissued shares of the non-voting preferred stock of the Company, par value $.05
per share (the "Preferred Stock"), or shares of Preferred Stock reacquired by
the Company in any manner. The aggregate number of shares of Preferred Stock
which may be issued initially pursuant to the Plan is eight hundred thousand
(800,000). The number of shares of Preferred Stock authorized for the grant of
Options under the Plan shall be subject to adjustment as provided in paragraph
6. If any Option granted under the Plan shall expire or terminate for any reason
without having been exercised in full or shall cease for nay reason to be
exercisable in whole or in part, the unpurchased shares of Preferred Stock
subject to such Options shall again be available for grants of Options under the
Plan.
4. GRANTING OF OPTIONS. Options may be granted under the Plan at any
time after November 7, 1989. The date of grant of an Option under the Plan will
be the date specified by the Administrator at the time such Option is granted;
PROVIDED, HOWEVER, that such date shall not be prior to the date on which the
Board of Directors or the applicable Administrator acts to approve the grant.
5. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Board of
Directors or the applicable Administrator may from time to time approve. Such
instruments shall conform to such terms, conditions and provisions as are
applicable hereunder and may contain such other terms and conditions and
provisions as the Board of Directors or the applicable Administrator deems
advisable which are not inconsistent with the Plan, including restrictions
applicable to shares of Preferred Stock issuable upon exercise of Options. An
Option shall not be exercised prior to the expiration of six months from the
date of grant. An Option may provide for acceleration of exercise in the event
of a change in control of the Company, in the discretion of and as defined by
the Board of Directors or the applicable Administrator. The Board of Directors
or the applicable Administrator may from time to time confer authority and
responsibility on one or more of its own members and/or one or more officers of
the Company to execute and deliver such instruments. The proper officers of the
Company are authorized and directed to take any and all action necessary or
advisable from time to time to carry out the terms of such instruments.
Notwithstanding anything in this Plan to the Contrary, Options granted pursuant
to this Plan shall not be transferrable other than (i) by will or the laws of
descent and distribution, or (ii) if authorized by such instruments.
6. ADJUSTMENTS. Upon the happening of any of the following described
events, an Optionee's rights with respect to Options granted to him hereunder,
and an Optionee's rights with respect to Preferred Stock to be acquired pursuant
to the exercise of such Options, shall be adjusted as hereinafter provided,
unless otherwise specifically provided, in addition or to the contrary, in the
written agreement between the Optionee and the Company relating to such Option.
A. In the event shares of Preferred Stock shall be subdivided or
combined into a greater or smaller number of shares or if, upon a merger,
reorganization, split-up, liquidation, combination, recapitalization or the like
of the Company, the shares of Preferred Stock shall be exchanged for other
securities of the Company or of another corporation, each Optionee shall be
entitled, subject to the
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conditions herein stated, to purchase such number of shares of other securities
of the Company or such other corporation as were exchangeable for the number of
shares of Preferred Stock which such Optionee would have been entitled to
purchase except for such action, and appropriate adjustments shall be made in
the purchase price per share to reflect such subdivision, combination or
exchange.
B. In the event the Company shall issue any of its shares as a
stock dividend upon or with respect to the shares of Preferred Stock, each
Optionee upon exercising an Option shall be entitled to receive (for the
purchase price paid upon such exercise) the shares of Preferred Stock as to
which he is exercising his Option and, in addition thereto (at no additional
cost), such number of shares in which such stock dividend or dividends were
declared or paid, and such amount of cash in lieu of fractional shares, as he
would have received if he had been the holder of the shares of the Preferred
Stock as to which he is exercising his Option at all times between the date of
grant of such Option and the date of its exercise.
C. If any person or entity owning restricted Preferred Stock
obtained by exercise of an Option made hereunder receives new or additional or
different shares or securities ("New Securities") in connection with a corporate
transaction described in subparagraph A above or a stock dividend described in
subparagraph B above as a result of owning such restricted Preferred Stock, such
New Securities shall be subject to all of the conditions and restrictions
applicable to the restricted Preferred Stock with respect to which such New
Securities were issued.
D. No adjustments shall be made for dividends paid in cash or in
property other than securities of the Company, unless specified to the contrary
by the Board of Directors or the applicable Administrator in the instrument
evidencing such Option.
E. No fractional shares shall actually be issued under the Plan.
Any fractional shares which, but for this subparagraph E, would have been issued
to Optionee pursuant to an Option shall be deemed to have been issued and
immediately sold to the Company for their fair market value, and the Optionee
shall receive from the Company cash in lieu of such fractional shares.
F. Upon the happening of any of the foregoing events described in
subparagraphs A or B above, the aggregate number of shares of Preferred Stock
set forth in paragraph 3 hereof that are subject to Options which previously
have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such subparagraphs.
The Board of Directors shall determine the specific adjustments to be made under
this paragraph 6 and its determination shall be conclusive.
7. MEANS OF EXERCISING OPTION. An Option (or any part or installment
thereof) shall be exercised as specified in the written instrument granting an
Option such Option, which instrument may specify any legal method of exercise.
An Option may not be exercised prior to the expiration of six months from the
date of grant. An Optionee shall not have the rights of a shareholder with
respect to the shares of Preferred Stock covered by an Option until the date of
issuance of a stock certificate to him for such shares. Except as expressly
provided above in paragraph 6 with respect to changes in capitalization and
stock dividends, no adjustment shall be made for dividends or similar rights for
which the record date is before the date such stock certificate is issued.
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8. TERM AND AMENDMENT OF PLAN. This Plan was adopted by the Board of
Directors on November 13, 1989, effective November 7, 1989. The Board of
Directors may terminate or amend the Plan in any respect at any time.
9. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of shares of Preferred Stock pursuant to Options granted under the Plan
shall be added to working capital and used for general corporate purposes.
10. GOVERNMENTAL REGULATION. The Company's obligation to sell and deliver
shares of the Preferred Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares. In addition, the Company, in its sole and absolute
discretion, may postpone the issuance and delivery of shares of Preferred Stock
upon any exercise of an Option until the Company is satisfied that the Company
and the Optionee have complied with any applicable state or federal law, rule or
regulation, and may require the Optionee to make such representations and
furnish such information as it considers necessary, in connection with such
issuance and delivery of shares of Preferred Stock, to comply with any
applicable state or federal law, rule or regulation.
11. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the exercise of an
Option, or any other event in connection with an Option, the Company, in
accordance with Section 3402(a) of the Code, may require the Optionee, to pay
additional withholding taxes in respect of the amount that is considered
compensation includable in such person's gross income.
12. RIGHT OF COMPANY TO TERMINATE EMPLOYMENT. Nothing contained in the
Plan or in any Option shall confer upon any Optionee any right to continue in
the employ of the Company or any Related Corporation or interfere in any way
with the right of the Company or any Related Corporation to terminate the
employment of the Optionee at any time, with or without cause, except as may be
otherwise provided in any employment agreement between the Optionee and the
Company or any Related Corporation.
13. GOVERNING LAW; CONSTRUCTION. The validity and construction of the
Plan and the instruments evidencing Options shall be governed by the laws of the
State of Texas. In construing this Plan, the singular shall include the plural
and the masculine gender shall include the feminine and neuter, unless the
context otherwise requires.
14. SAVINGS PROVISIONS. With respect to persons subject to Section 16 of
the Securities Exchange Act of 1934; transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or any successor rule
promulgated under the Act. To the extent any provision of the Plan or action by
the Board or the Administrator fails to so comply, it shall be deemed null and
void, and the remaining portion shall be valid to the extent permitted by law
and deemed advisable by the Board or the Administrator.
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UNITED SERVICES ADVISORS, INC.
1985 INCENTIVE STOCK OPTION PLAN
AS AMENDED NOVEMBER 7, 1989
AS AMENDED DECEMBER 9, 1991
1. PURPOSE OF THE PLAN. The United Services Advisors, Inc. 1985 Incentive Stock
Option Plan (the "Plan") is designed to increase the interest of the directors,
executive and other key salaried employees of United Services Advisors, Inc., a
Texas corporation (the "Company"), and its subsidiaries in the Company's
business through the added incentive created by the opportunity afforded for
stock ownership under the Plan.
2. COMMITTEE. The Plan will be administered by a committee consisting of all the
independent, outside, non-employee directors of the Company. Any action taken by
a majority of the committee shall be the action of the committee. The decision
of the committee on any questions concerning or involved in the interpretation
or administration of the Plan shall, as between the Company and the option
holders, be final and conclusive. The committee may consult with counsel, who
may be counsel for the Company, and shall not incur any liability for any action
taken in good faith in reliance upon the advice of counsel. Grants of options to
individuals selected by the committee will be subject to approval by the Board
of Directors and will become effective only upon such approval. For purposes of
the Plan, the date of such approval shall be the date that options will be
granted from time to time and the periods for which the options will be
outstanding will be determined by the committee.
3. PARTICIPANTS. Participants will be selected by the committee from among the
directors, executive and key salaried employees of the Company or of any
subsidiary of the Company, including officers. An employee on leave of absence
within the meaning of Section 1.421-7(h) of the Regulations promulgated under
the Internal Revenue Code of 1986, as amended (the "Code"), may be considered as
still in the employ of the Company for purposes of eligibility for participation
in the Plan.
4. NUMBER OF SHARES. The total number of shares of the Company's Preferred
Stock, par value $0.05 per share, which may be issued under options granted
pursuant to the Plan shall not exceed 200,000. Shares subject to the Plan may be
either authorized but unissued shares or shares that were once issued and
subsequently reacquired by the Company. If any stock option granted hereunder is
surrendered before exercise or lapses without exercise or for any other reason
ceases to be exercisable, the shares reserved therefor shall continue to be
available for the grant of options under the Plan. The Plan will terminate on
December 31, 1994, and no option will be granted thereunder after such date.
5. STOCK ADJUSTMENTS. In the event that the outstanding shares of the Company's
Preferred Stock are increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation, through reorganization, merger, consolidation, liquidation,
recapitalization, reclassification, stock split-up, combination of shares or
dividends payable in stock of the class which is subject to this Plan,
appropriate adjustment in the number and kind of shares as to which options may
be granted and as to which options or portions thereof then unexercised shall be
exercisable shall be made to the end that the proportionate number of shares or
other securities as to which options may be granted and the option holder's
proportionate interest under outstanding options shall be maintained as before
the occurrence of such event. Any such adjustment in the shares or other
securities subject to outstanding options (including any adjustment in the
option price), shall be made in such manner as not to constitute a modification
as defined by subsection (h) (3) of Section 425 of the Code.
6. OPTION PRICE. Subject to the provisions of Section 10 concerning the option
price for ten percent shareholders, the option price will be the fair market
value of the shares at the date on which the respective options are granted. For
purposes of the Plan, the fair market value per share of the Company's Preferred
Stock on any date shall be deemed to be the closing price of the Company's
Preferred Stock on the principal national securities exchange on which the
Company's Preferred Stock is then listed or admitted to trading, if the
<PAGE>
Company's Preferred Stock is then listed or admitted to trading on any national
securities exchange. The closing price shall be the last reported sale price,
regular way, or, in case no such sale takes place on such day, the average of
the closing bid and asked prices regular way, as reported by said exchange. If
the Company's Preferred Stock is not then so listed on a national securities
exchange, the fair market value per share of the Company's Preferred Stock on
any date shall be deemed to be the mean between the representative closing bid
and asked prices of the Company's Preferred Stock in the over-the-counter market
as reported by the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") or, if the Company's Preferred Stock is not then
quoted by NASDAQ, as furnished by any member of the National Association of
Securities Dealers, Inc. selected from time to time by the Company for that
purpose. If no member of the National Association of Securities Dealers, Inc.
furnishes quotes with respect to the Preferred Stock of the Company, such fair
market value shall be determined by resolution of the Company's Board of
Directors. Notwithstanding the foregoing provisions of this Section 6, if the
Board of Directors shall at any time determine that it is impracticable to apply
the foregoing methods of determining fair market value, the Board of Directors
is empowered to adopt other reasonable methods for such purpose.
7. TERMS OF OPTIONS. Each option will provide by its terms that it is not
exercisable after the expiration of ten years from the date such option is
granted. Within this limitation the committee will determine the expiration
dates of the options. Options may be exercised at any time or from time to time,
within their terms, in whole or in part, or otherwise as shall be determined by
the committee, except that any option may not be exercised prior to the
expiration of six months from the date of grant. Upon exercise, the options
price shall be payable in cash or the equivalent fair market value of the
Company's Preferred Stock or any combination of both as shall be determined by
the committee at the time the option is granted.
8. LISTING AND REGISTRATION. The Company, in its discretion, may postpone the
issuance and delivery of shares upon any exercise of an option until completion
of such stock exchange listing, or registration or other qualification of such
shares under any state or federal law, rule or regulation as the Company may
consider appropriate; and may require any person exercising an option to make
such representations and furnish such information as it considers appropriate in
connection with the issuance of the shares in compliance with applicable law. In
addition, the Company's obligation to sell and deliver shares of the Preferred
Stock under this Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance or sale of such shares.
9. CONSIDERATION FOR GRANT OF OPTIONS. The grantee of an option will be required
to agree to remain in the employ of the Company or a subsidiary of the Company
for a period of not less than one year from the date on which the option is
granted on such terms as shall be approved by the Board of Directors.
10. TEN PERCENT SHAREHOLDERS. No employee shall be eligible to receive an option
under this Plan if, at the time the option is granted, he owns more than ten
percent of the total combined voting power of all classes of stock of the
Company or of its parent or subsidiary corporations determined in accordance
with Section 425(d) of the Code. This limitation shall not apply if, at the time
an option is granted, the option price is one hundred ten percent (I 10%) of the
fair market value of the Company's Preferred Stock and the option is not
exercisable after the expiration of five years from the date it is granted.
11. LIMITATION ON VALUE OF SHARES. The aggregate fair market value (determined
as of the time the option is granted) of the stock for which any employee may
exercise options for the first time in any calendar year (under all incentive
stock option plans of the Company and its parent and subsidiary corporations)
shall not exceed $ 100,000. For the purpose of this Plan, the terms "incentive
stock options" and "incentive stock option plans" shall mean options and plans
which conform with the provisions of Section 422A of the Code.
12. FORM OF OPTIONS AND CONDITIONS TO THEIR EXERCISE. It is intended that the
options shall conform to the requirements of Section 422A and 425 of the Code
and to the provisions of this Plan and shall otherwise be as determined by the
committee and approved by the Board of Directors. The terms "parent corporation"
and
<PAGE>
"subsidiary corporation" shall have the meanings given them by Section 425 of
the Code.
The options by their terms will provide that they will not be
transferable by the grantee otherwise than by will or the laws of descent and
distribution and that each is exercisable, during the lifetime of the grantee,
only by him.
An option may only be exercised after the expiration of six months from
the date of grant, and may be exercised only if at all times during the period
beginning with the date of the granting of the option and ending on the date of
such exercise, the grantee was an employee of either the Company or of a parent
or subsidiary corporation of the Company or of another corporation referred to
in Section 422A(a)(2) of the Code, unless such continuous employment is
terminated by such employer, or otherwise terminated with the written consent of
the employer. If such continuous employment is so terminated, the option may
also be exercised within three months (one year if the grantee is disabled
within the meaning of Section 22(e)(3) of the Code) after such termination to
the extent exercisable immediately prior to such termination, but in no event
later than the termination date of the option. If the grantee should die at any
time when any portion of the option shall be exercisable by him, the option will
be exercisable in whole or in part during the next year succeeding his death by
the person or persons to whom his rights under the option will have passed by
will or by the laws of descent and distribution, but in no event at a date later
than the termination of the option.
13. AMENDMENT OF PLAN. The Plan may be amended at any time by the board of
Directors provided that (except pursuant to Section 5) no amendment made without
approval of the shareholders of the Company shall increase the total number of
shares which may be issued under the options granted pursuant to the Plan, or
reduce the minimum option price, or extend the latest date upon which options
may be granted or shall be exercisable, or change the class of employees
eligible to receive options.
14. CODE REFERENCES. References to sections of the Code shall include any
amendment of the Code section or any section that may be substituted for such
section.
15. RIGHT OF COMPANY TO TERMINATE EMPLOYMENT. Nothing contained in the Plan or
in any option granted under the Plan shall confer upon any optionee any right to
continue in the employ of the Company or any parent or subsidiary of the Company
or interfere in any way with the right of the Company or any parent or
subsidiary of the Company to terminate the employment of the optionee at any
time, with or without cause, except as may be otherwise provided in any
employment agreement between the optionee and the Company or any parent or
subsidiary of the Company.
16. GOVERNING LAW: CONSTRUCTION. The validity and construction of the Plan and
the instruments evidencing options shall be governed by the laws of the State of
Texas. In construing this Plan, the singular shall include the plural and the
masculine gender shall include the feminine and neuter, unless the context
otherwise requires.
17. SAVINGS PROVISIONS. With respect to persons subject to Section 16 of the
Securities Exchange Act of 1934; transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or any successor rule
promulgated under the Act. To the extent any provision of the Plan or action by
the Board or the Committee fails to so comply, it shall be deemed null and void,
and the remaining portion shall be valid to the extent permitted by law and
deemed advisable by the Board or the Committee.
<PAGE>
Charles W. Lutter, Jr.
- --------------------------------------------------------------------------------
Attorney and Counselor at Law
103 Canyon Oaks
San Antonio, TX 78232
o
Telephone: (210) 496-5438
Fax: (210) 496-1631
April 16, 1997
Board of Directors
U.S. Global Investors, Inc.
Dear Sirs:
I have acted as counsel to U.S. Global Investors, Inc., a Texas
corporation ("U.S. Global"), in connection with preparation of Post-Effective
Amendment No. 2 to its Registration Statement on Form S-8 (SEC File No.
33-26470) covering the offering of Class A Common Stock under the 1989
Non-Qualified Stock Option Plan (the "1989 Plan") and the 1985 Incentive Stock
Option Plan (the "1985 Plan") being filed with the Securities and Exchange
Commission.
Please be advised that I have examined such proceedings and records
of U.S. Global, and have made investigation of such other matters, as in my
judgment permits me to render an informed opinion on the matters set forth
herein. Based upon the foregoing, it is my opinion that:
(i) U.S. Global is a corporation duly organized, validly existing and
in good standing under the laws of the State of Texas, with full power to issue
and sell shares of its Class A Common Stock pursuant to the 1985 Plan and the
1989 Plan.
(ii) The shares of U.S. Global's Class A Common Stock to be issued by
U.S. Global pursuant to the Plans have been duly authorized and, when issued and
paid for in accordance with the terms of the Plans, will be legally issued,
fully paid and non-assessable.
I consent to the use of this opinion as an exhibit to U.S. Global's
Post-Effective Amendment No. 2 to its Registration Statement on Form S-8 and to
the use of my name in the Registration Statement and Plan disclosure documents.
Sincerely,
/S/ CHARLES W. LUTTER, JR.
Charles W. Lutter, Jr.
CWL:pme
9
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 2 to the Registration Statement on Form S-8 (No. 33-33012) of our
report dated September 26, 1996 which appears on page 21 of the fiscal 1996
Annual Report to Shareholders of U.S. Global Investors, Inc., which is
incorporated by reference in U.S. Global Investors, Inc. Annual Report on Form
10-K for the year ended June 30, 1996.
PRICE WATERHOUSE LLP
San Antonio, Texas
April 22, 1997
