<PAGE>
As filed with the Securities and Exchange Commission on
May 14, 1996
Registration No. 33-
- ----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
ROYAL GOLD, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1041
(Primary Standard Industrial
Classification Code Number)
84-0835164
(I.R.S. Employer Identification Number)
1660 Wynkoop Street, Suite 1000
Denver, Colorado 80202
(303) 573-1660
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
Peter B. Babin, Executive Vice President
1660 Wynkoop Street, Suite 1000
Denver, Colorado 80202
(303) 573-1660
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
It is requested that copies of communications be sent to:
Paul Hilton, Esq.
Kevin P. Stichter, Esq.
Davis, Graham & Stubbs LLP
370 Seventeenth Street, Suite 4700
Denver, Colorado 80202
(303) 892-9400
Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box [X].
If any of the securities being registered on this Form are to be
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the
following box. [ ].
- -----------------------------------------------------------------
- -----------------------------------------------------------------
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share (1) Price (1) Fee (1)
- -------------------------------------------------------------------
Common Stock, 2,000,000 $12.25 $24,500,000 $8,448.28
par value shares
$.01 per
share
- -----------------------------------------------------------------
- -----------------------------------------------------------------
(1) The price is estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(c) promulgated under
the Securities Act of 1933, as amended, and represents the
average of the high and low prices of the Common Stock on May 8,
1996, as reported on the Nasdaq Stock Market (Small-Cap Market).
---------------------
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
ROYAL GOLD, INC.
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
Registration Statement Prospectus Caption or and
Item Heading Location
- ---------------------- --------------------------
1. Forepart of Registration Outside Front Cover Page of
Statement and Outside Front Registration Statement;
Cover Page of Prospectus Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Inside Front and Outside Back
Cover Pages of Prospectus Cover Page of Prospectus
3. Risk Factors, Ratio of Documents Incorporated by
Earnings to Fixed Charges Reference; Outside Front Cover
and Other Information Page of Prospectus; The
Company; Risk Factors;
Selected Consolidated
Financial Data
4. Terms of the Transaction Plan of Distribution
5. Pro Forma Financial *
Information
6. Material Contracts with the *
Company Being Acquired
7. Additional Information *
Required for Reoffering by
Persons and Parties Deemed
to be Underwriters
8. Interests of Named Experts Validity of Common Stock;
and Counsel Experts
9. Disclosure of Commission *
Position on Indemnification
for Securities Act Liabilities
10. Information with Respect Outside Front Cover Page of
to S-3 Registrants Prospectus; Documents
Incorporated by Reference;
The Company; Price Range of
Common Stock and Dividend
Policy
11. Incorporation of Certain Documents Incorporated by
Information by Reference Reference
12. Information with Respect *
to S-2 or S-3 Registrants
13. Incorporation of Certain *
Information by Reference
14. Information with Respect to
Registrants Other Than S-3 *
or S-2 Registrants
<PAGE>
Registration Statement
Item and Heading Prospectus Caption or Location
- ---------------------- -------------------------------
15. Information with Respect *
to S-3 Companies
16. Information with Respect to *
S-2 or S-3 Companies
17. Information with Respect to
Companies Other Than S-3 *
or S-2
18. Information if Proxies,
Consents or Authorizations *
are to be Solicited
19. Information if Proxies,
Consents or Authorizations are *
not to be Solicited or in an
Exchange Offer
* Not applicable at the date of filing of this Registration
Statement; such information may be included in post-effective
amendments to this Registration Statement or in supplements
to the prospectus contained herein.
<PAGE>
PROSPECTUS
ROYAL GOLD, INC.
2,000,000 SHARES
COMMON STOCK
This Prospectus relates to 2,000,000 shares of common stock, $.01
par value per share (the "Common Stock"), of Royal Gold, Inc.
(referred to herein, together with all subsidiaries, as "Royal
Gold" or the "Company") that may be offered and issued by the
Company from time to time in connection with acquisitions by
Royal Gold of other businesses, properties, or joint venture
interests that are related to or complementary to the Company's
business. This Prospectus, as amended or supplemented, if
necessary, also relates to Common Stock which may be resold or
reoffered by persons who acquired such shares pursuant to this
Prospectus (the "Selling Stockholders").
Royal Gold expects to consummate acquisitions, from time to time,
in areas related to its current business. If the opportunity
arises, however, Royal Gold may attempt to make other
acquisitions that it considers advantageous, even though they may
involve dissimilar assets or activities. The consideration for
any such acquisition may include Common Stock, cash, debt
instruments, assumptions of liabilities or a combination thereof,
as determined from time to time by negotiations between Royal
Gold and the controlling persons of the businesses or properties
to be acquired.
The shares covered by this Prospectus may be issued, directly or
indirectly, in exchange for shares of capital stock, partnership
interests or other assets that represent an interest, direct or
indirect, in other companies or other entities, or in exchange
for assets used in or related to the business of such entities,
or otherwise pursuant to the agreements providing for such
acquisitions. The terms of such acquisitions and the resulting
issuance of any shares of Common Stock will generally be
determined by direct negotiations with the owners or controlling
persons of the business or properties to be acquired or, in the
case of entities that are more widely held, through exchange
offers to stockholders or documents soliciting the approval of
mergers, consolidations, sales of assets or other business
combination transactions. It is anticipated that the shares of
Common Stock issued in any such acquisition will be valued at a
price reasonably related to the market value of the Common Stock
either at the time of agreement on the terms of an acquisition,
or at or about the time of delivery of the shares.
It is not expected that underwriting discounts or commissions
will be paid by the Company in connection with issuances of
shares of Common Stock under this Prospectus. However, finders'
fees or brokers' commissions may be paid from time to time in
connection with specific acquisitions, and such fees may be paid
through the issuance of shares of Common Stock covered by this
Prospectus. Any person receiving such a fee may be deemed to be
an underwriter within the meaning of the Securities Act of 1933,
as amended (the "Securities Act").
The Company's outstanding Common Stock is listed on the Nasdaq
Stock Market under the symbol "RGLD." The closing price of the
Common Stock on May 13, 1996 was $12.125 per share.
----------------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE PURCHASERS SHOULD CAREFULLY REVIEW THE MATTERS SET
FORTH IN "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May __, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files annual and quarterly reports,
and proxy statements and other information with the Securities
and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at
the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the Commission's Regional Offices located at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, and at
7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a Registration
Statement on Form S-4 (the "Registration Statement"), under the
Securities Act, with respect to the shares of Common Stock
offered by this Prospectus. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all the
information set forth in the Registration Statement, certain
parts of which have been omitted in accordance with the rules and
regulations of the Commission. Reference is hereby made to the
Registration Statement and the exhibits thereto for further
information with respect to the Company and the shares offered by
this Prospectus. The Registration Statement and the exhibits
thereto can be obtained from or inspected and copied at the
public reference facilities maintained by the Commission, as
described in the prior paragraph.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by the Company
with the Commission pursuant to the Exchange Act (File No.
0-5664), are incorporated herein by reference:
1. The Company's Proxy Statement for its 1995 Annual Meeting of
Stockholders, dated December 7, 1995.
2. The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995.
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995.
4. The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1995.
5. The Company's Report on Form 10-Q/A (Amendment No. 1) for
the quarter ended December 31, 1995.
In addition, all reports and other documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, after the date of this Prospectus and prior to the
termination of the offering of the Common Stock, shall be deemed
to be incorporated by reference in this Prospectus and to be a
part hereof from the date(s) of the filing of such documents.
Any statement contained in a document all or a portion of which
is incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently
filed document that is also or is deemed to be incorporated by
reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF THESE
DOCUMENTS (OTHER THAN EXHIBITS THERETO) ARE AVAILABLE WITHOUT
CHARGE, UPON WRITTEN OR ORAL REQUEST BY A PERSON TO WHOM THIS
PROSPECTUS HAS BEEN DELIVERED, FROM ROYAL GOLD, INC., AT 1660
WYNKOOP STREET, SUITE 1000, DENVER, COLORADO 80202; TELEPHONE
NUMBER (303) 573-1660. IN ORDER TO ENSURE TIMELY DELIVERY OF
DOCUMENTS, ANY REQUEST SHOULD BE MADE AT LEAST FIVE BUSINESS DAYS
PRIOR TO THE DATE ON WHICH A FINAL INVESTMENT DECISION IS TO BE
MADE.
2
<PAGE>
THE COMPANY
Royal Gold is engaged in the acquisition, exploration,
development and sale of gold properties, and in the acquisition
of gold royalty interests.
The Company's primary business strategy is to create and acquire
royalty and other carried ownership interests in gold-producing
properties through exploration and development activity (and
subsequent transfer of the operating interest in the subject
properties to other firms), and through the direct acquisition of
royalty interests. Substantially all of the Company's revenues
are and can be expected to be derived from royalty interests,
rather than from mining operations conducted by the Company.
The Company's most significant asset is a 20% net profits royalty
interest in the South Pipeline Project. South Pipeline is
located in Lander County, Nevada, and involves reserves, as of
December 31, 1995, comprised of 1.84 million tons of mill-grade
mineralization, with average grade of 0.134 ounces per ton , 22.7
million tons of mill-grade mineralization, with average grade of
0.088 ounces per ton, 2 million tons of heap leach-grade
mineralization, with average grade of 0.028 ounces per ton, and
a further 25.9 million tons of heap leach-grade mineralization,
with average grade of 0.019 ounces per ton, or a total of
approximately 2.8 million contained ounces of gold. Production
commenced at the Crescent Pit portion of South Pipeline in
September 1994, and for calendar year 1996, Cortez Gold Mines,
the operator of the Crescent Pit/South Pipeline Project, has
announced that it expects to produce 126,000 ounces of gold from
the Crescent Pit. In fiscal 1995, the Company received revenues
of $330,000 from its royalty interest at South Pipeline. For the
fiscal year ending June 30, 1996, the Company projects, based on
results to date, and based on information furnished to it by
Cortez Gold Mines, that Royal Gold will receive revenues of $3.3
million attributable to the Company's interest in the South
Pipeline Project. This "forward looking statement" is subject to
the safe harbor created by Section 27A of the Securities Act.
Factors that realistically could cause results to differ
materially from those projected in the referenced statement are
set forth in RISK FACTORS, below. South Pipeline is the only
property in which the Company holds an interest that is currently
in production.
The Company is also conducting its own exploration programs at
Long Valley, in Mono County, California; at Buckhorn South, in
Eureka County, Nevada; at Ferber, in Elko County, Nevada; and at
several recently-acquired prospects in Nevada and Utah. In
addition, Royal Gold holds a 2% net smelter returns royalty
interest in the Bob Creek property, located in Eureka County,
Nevada. The Bob Creek property is now being explored by Santa Fe
Pacific Gold Corporation. The Company is conducting regional
exploration on the 7.5-million-acre mineral estate of Union
Pacific Resources, Inc., in Utah, Colorado and Wyoming. The
Company also owns 50% of a Bulgarian private company ("Greek
American Exploration Ltd."), exploring for gold and other mineral
resources in Bulgaria.
Royal Gold was incorporated in Delaware in 1981. The Company's
Common Stock is listed on the Nasdaq Stock Market (Small-Cap
Market). The Company's executive offices are located at Suite
1000, 1660 Wynkoop Street, Denver, Colorado 80202, and its
telephone number is (303) 573-1660.
3
<PAGE>
RISK FACTORS
Prospective investors should carefully read this Prospectus, any
Prospectus Supplement delivered herewith, and the documents
incorporated by reference herein and therein. In determining
whether to purchase the Common Stock, prospective investors
should consider carefully the following risk factors and the
other information contained in this Prospectus, in addition to
the other risk factors and other information set forth in any
Prospectus Supplement delivered herewith.
Current Activity; Risks of Passive Ownership
- --------------------------------------------
The business of Royal Gold is to acquire gold royalty interests,
and to create royalty interests through the acquisition,
exploration, and subsequent disposition of gold properties on
terms acceptable to the Company. Substantially all of the
Company's revenues are and can be expected to be derived from
royalties, rather than from mining operations conducted by the
Company.
At present, the Company's principal asset is its interest in the
South Pipeline Project. The Company's success is dependent on
the extent to which the South Pipeline Project proves to be
successful and on the extent to which Royal Gold is able to
acquire, or create, other lucrative royalty interests.
The holder of a royalty interest typically has no executive
authority regarding development or operation of a mineral
property. Therefore, unless the Company is able to secure and
enforce certain extraordinary rights, it can be expected that the
Company will not be in control of basic decisions regarding
development and operation of the properties in which the Company
may have an interest.
Lack of Earnings; Limited Sources of Operating Income; Liquidity
- ----------------------------------------------------------------
The Company has incurred operating losses in each of the last
five fiscal years. Royal Gold's immediate liquidity needs are
being met from its cash resources of approximately $8,000,000,
and revenues from the Company's interest in the South Pipeline
Project. Current sources of cash will not be sufficient,
however, to support Royal Gold's operations for an indefinite
period. The Company now spends approximately $2,800,000 per year
on exploration and development, and on administrative expenses.
Although one of the Company's properties is in the development
stage (Long Valley), and although a number of the Company's other
properties host interesting deposits of mineralization (all of
which supports the Company's expectation that the Company will
eventually have a number of sources of gold income), at present
the Company has no predictable source of operating income other
than the Crescent Pit portion of the South Pipeline Project.
Based on the Crescent Pit operator's most recent production
budget, covering the twelve-month period ending December 31,
1996, the Company anticipates that its interest in Crescent Pit
will yield about $3.3 million in revenue, through the fiscal year
ending June 30, 1996. However, for the various reasons noted in
Risks Inherent in Exploration and Mining Operations, below, no
assurance can be given that these projected revenues will
actually be realized during the stated time periods. Moreover,
the Company cannot presently predict, with any degree of
assurance, when the operator of the South Pipeline Project will
commence production of the larger South Pipeline deposit, or what
will be the projected mine life of such deposit, or what will be
the Company's anticipated revenues resulting from development of
such deposit.
The Company also has outstanding numerous options and warrants to
purchase shares of the Common Stock. Such options and warrants
have been issued at varying exercise prices, and all such options
and warrants expire at staggered intervals over the next nine
years. If all outstanding options and warrants that are
currently "in the money" (representing, in the aggregate, some
1.8 million shares of Common Stock) were to be exercised, Royal
Gold would experience a capital infusion of some $4.3 million,
and the Company's existing shareholders would experience some
dilutive effect. No assurance can be offered that any particular
options or warrants that are currently outstanding will be
exercised.
4
<PAGE>
Risks Inherent in Exploration and Mining Operations
- ---------------------------------------------------
Mineral exploration is highly speculative and capital intensive.
Most exploration efforts are not successful, in that they do not
result in the discovery of mineralization of sufficient quantity
or quality to be profitably mined. The operations of the Company
are also indirectly subject to all hazards and risks normally
incident to developing and operating mining properties. These
risks include insufficient ore reserves, fluctuations in
production costs that may make mining of reserves uneconomic;
significant environmental and other regulatory restrictions; and
the risks of injury to persons, property or the environment. In
particular, the profitability of gold mining operations (and thus
the value of the Company's royalty interests and exploration
properties) is directly related to the price of gold. The price
of gold fluctuates widely and is affected by numerous factors
beyond the control of any mining company. These factors include
expectations with respect to the rate of inflation, the exchange
rates of the dollar and other currencies, interest rates, global
or regional political, economic or banking crises, and a number
of other factors. If the price of gold should drop dramatically,
the value of the Company's royalty interests or exploration
properties could also drop dramatically, and the Company might
then be unable to recover its investment in those interests or
properties. The selection of a property for exploration or
development, the determination to construct a mine and to place
it into production, and the dedication of funds necessary to
achieve such purposes, are decisions that must be made long
before the first revenues from production will be received.
Price fluctuations between the time that such decisions are made
and the commencement of production can drastically affect the
economics of a mine.
The volatility of gold prices represents a substantial risk,
generally, which no amount of planning or technical expertise can
eliminate. The volatility in gold prices is illustrated by the
following table, which sets forth, for the periods indicated, the
high and low prices in U.S. dollars per troy ounce.
High Low
1990 424 346
1991 403 350
1992 359 331
1993 406 327
1994 396 370
1995 396 372
At May 13, 1996, the gold price (spot market) was $391.00 per
ounce.
Environmental Risks
- -------------------
Mining is subject to potential risks and liabilities associated
with pollution of the environment and the disposal of waste
products occurring as a result of mineral exploration and
production. Insurance against environmental risks (including
potential liability for pollution or other hazards as a result of
the disposal of waste products occurring from exploration and
production) is not generally available to the Company (or to
other companies within the gold industry) at a reasonable price.
To the extent that the Company becomes subject to environmental
liabilities, the satisfaction of any such liabilities would
reduce funds otherwise available to the Company and could have a
material adverse effect on the Company. Laws and regulations
intended to ensure the protection of the environment are
constantly changing, and are generally becoming more restrictive.
Proposed Federal Legislation
- ----------------------------
The U.S. Congress is currently considering a proposed major
revision of the General Mining Law, which governs the creation of
mining claims and related activities on federal public lands in
the United States. Each of the Senate and the House of
Representatives has passed a separate bill for mining law
revision, and it is possible that a new law could be enacted
before the end of 1996. The Company expects that when the new law
is effective, it will impose a royalty upon production of
minerals from federal lands and will contain new requirements for
mined land reclamation, and similar environmental control and
reclamation measures. It remains unclear to what extent any such
new legislation may affect existing mining claims or operations.
5
<PAGE>
The effect of any such revision of the General Mining Law on the
Company's operations in the United States cannot be determined
conclusively until such revision is enacted; however, such
legislation could materially increase costs at Long Valley, at
Buckhorn South, at Bob Creek, and at a number of the Company's
other exploration properties in Nevada and Utah, each of which is
located entirely on federal lands, and such revision could also
impair the Company's ability to develop, in the future, any
mineral prospects that are located on unpatented mining claims.
Title to Properties
- -------------------
The validity of unpatented mining claims, which constitute a
significant portion of the Company's property holdings in the
United States, is often uncertain, and such validity is always
subject to contest. Unpatented mining claims are unique property
interests and are generally considered subject to greater title
risk than patented mining claims, or real property interests that
are owned in fee simple. The Company has not yet filed a patent
application for any of its properties that are located on federal
public lands in the United States, and, under proposed
legislation to change the General Mining Law, patents may not
hereafter be obtainable for such properties. Although the
Company has attempted to acquire satisfactory title to its
undeveloped properties, the Company does not generally obtain
title opinions until financing is sought to develop a property,
with the attendant risk that title to some properties,
particularly title to undeveloped properties, may be defective.
Foreign Operations
- ------------------
The Company's foreign operations are subject to the risks
normally associated with conducting business in foreign
countries, including exchange controls and currency fluctuations,
limitations on repatriation of earnings, foreign taxation, laws
or policies of particular countries, labor practices and
disputes, and uncertain political and economic environments, as
well as risks of war and civil disturbances, or other risks that
could cause exploration or development difficulties or stoppages,
restrict the movement of funds or result in the deprivation or
loss of contract rights or the taking of property by
nationalization or expropriation without fair compensation.
Foreign operations could also be adversely impacted by laws and
policies of the United States affecting foreign trade, investment
and taxation. The Company currently has exploration projects and
obligations in Bulgaria, and is actively seeking other
exploration and development opportunities in several countries.
Competition
- -----------
There is aggressive competition within the minerals industry to
discover and acquire properties considered to have commercial
potential. Royal Gold competes for promising gold exploration
projects with other entities, many of which have greater
resources than the Company. In addition, the Company competes
with other firms in its efforts to obtain financing to explore
and develop mineral properties, and in its efforts to purchase
gold royalty interests.
Dependence on Key Employees and Consultants
- -------------------------------------------
Royal Gold's success depends to a large extent upon the efforts
and abilities of a small group of key employees and retained
geological and other consultants. The loss of the services of
certain of these employees and consultants could have a material
adverse effect on the results of the Company's operations.
Lack of Dividends
- -----------------
Royal Gold has never paid cash dividends on its Common Stock, and
the Board of Directors does not currently intend to declare any
such dividends. However, depending on the results of operations
and the availability of capital surplus, the Board of Directors
may determine that a policy of paying out dividends would be in
the best interests of the Company and its shareholders.
Shares Eligible for Future Sale
- -------------------------------
Sales of a substantial number of shares of Common Stock, or the
perception that such sales could occur, could adversely effect
the market price of the Common Stock, and could impair the
Company s ability to raise capital through the sale of equity
securities.
6
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
Set forth on the following page are Selected Consolidated
Financial Data for the Company for the most recent five fiscal
years, and for the most recent interim accounting period and for
the prior-year interim accounting period.
The selected Statements of Operations Data for the six months
ended December 31, 1995 and 1994, and the selected Balance Sheet
Data as of December 31, 1995 and 1994, were derived from the
unaudited consolidated financial statements of the Company. In
the opinion of management, these unaudited financial statements
have been prepared on the same basis as the audited financial
statements of the Company, and include all adjustments,
consisting only of normal recurring adjustments, necessary for a
fair representation of the financial position and results of
operations for the periods presented. The selected Statements of
Operations Data for the fiscal years ended June 30, 1995, 1994,
1993, 1992 and 1991, and the selected Balance Sheet Data as of
June 30, 1995, 1994, 1993, 1992 and 1991, were derived from
audited consolidated financial statements of the Company
incorporated herein by reference. The selected consolidated
financial data should be read in conjunction with the
Consolidated Financial Statements, the related Notes thereto and
"Management s Discussion and Analysis of Financial Condition and
Results of Operations" contained in the Company s annual report
on Form 10-K for the year ended June 30, 1995, and the Company s
quarterly reports on Form 10-Q for the quarterly periods ended
September 30, 1995, and December 31, 1995, all of which reports
are incorporated herein by reference.
7
<PAGE>
Year Ended Year Ended Year Ended Year Ended
June 30, June 30, June 30, June 30,
---------------------------------------------
1995 1994 1993 1992
------- -------- -------- -------
Statements of Operations Data
Royalty income $470,421 $152,501 $150,000 $0
Bullion sales 0 0 0 0
Direct cost of bullion production 0 0 0 0
Consulting revenue 163,681 30,401 27,871 82,524
------- ------- ------- -------
Total revenues 634,102 182,902 177,871 82,524
Costs and expenses
Costs of operations 217,109 78,351 65,797 0
Direct cost of consulting 108,216 19,175 23,749 54,466
General and administrative 1,014,761 752,989 582,262 670,661
Exploration, net 1,484,599 685,556 150,667 85,861
Recoupment of exploration costs 0 0 0 0
Abandonments and impairments 0 749,350 0 17,500
Lease maintenance and
holding costs 189,921 163,613 16,665 66,097
Depreciation and
amortization 102,398 25,518 37,132 57,063
--------- --------- -------- --------
Total costs and expenses 3,117,004 2,474,552 876,272 951,648
--------- --------- -------- --------
Operating loss (2,482,902) (2,291,650) (698,401) (869,124)
Interest and other income 386,035 142,819 34,080 39,712
Gain on mineral properties 0 0 0 193,068
Gain (loss) on other PP&E 0 0 0 572
Gain (loss) on marketable
securities 75,721 (47,276) 47,565 0
Gain on investments 0 0 0 0
Interest and other expense (4,075) (5,431) (1,190) (2,239)
--------- ---------- --------- --------
Income (loss) before
income taxes (2,025,221) (2,201,538) (617,946) (638,011)
Income tax benefit 0 750,000 0 0
----------- ------------ --------- ----------
Net income (loss) $(2,025,221)$(1,451,538) $(617,946) $(638,011)
=========== =========== ========= =========
Net loss per share $(0.14) $(0.11) $(0.06) $(0.07)
=========== =========== ========= =========
Weighted average shares
outstanding 14,265,462 12,952,062 11,157,126 9,162,388
June 30, June 30, June 30, June 30,
-----------------------------------------------
1995 1994 1993 1992
--------- ------- ------- ---------
Balance Sheet Data
Working capital $8,722,851 $6,883,945 $1,229,389 $ (272,421)
Total assets 10,273,288 8,183,165 2,726,654 1,876,782
Long-term debt, net of
current portion 116,949 131,216 193,197 452,947
Stockholders' equity 9,937,862 7,813,803 2,288,910 942,066
Six Months Six Months
Year Ended Ended Ended
June 30, December 31, December 31,
--------------------------------------
1991 1995 1994
--------- ----------- ------------
Statements of Operations Data
Royalty income $0 $1,215,623 $211,445
Bullion sales 212,706 0 0
Direct cost of bullion
production (1,101,292) 0 0
Consulting revenue 132,728 25,544 79,031
---------- --------- -------
Total revenues (755,858) 1,241,167 290,476
Costs and expenses
Costs of operations 0 114,550 106,751
Direct cost of consulting 87,600 13,115 74,095
General and administrative 853,842 607,071 511,192
Exploration, net 36,949 899,250 1,000,801
Recoupment of exploration
costs (465,000) 0 0
Abandonments and impairments 7,497,661 0 0
Lease maintenance and
holding costs 419,143 158,739 128,788
Depreciation and amortization 87,037 89,068 29,936
--------- -------- ---------
Total costs and expenses 8,517,232 1,881,793 1,851,563
--------- --------- ---------
Operating loss (9,273,090) (640,626) (1,561,087)
Interest and other income 245,459 215,683 169,100
Gain on mineral properties 0 0 0
Gain (loss) on other PP&E (6,558) 0 0
Gain (loss) on marketable
securities 0 (13,507) 401
Gain on investments 94,360 0 0
Interest and other expense 0 (1,359) (1,359)
---------- --------- ----------
Income (loss) before
income taxes (8,939,829) (439,809) (1,392,945)
Income tax benefit 0 0 0
----------- --------- -----------
Net income (loss) $(8,939,829) $(439,809) $(1,392,945)
=========== ========= ===========
Net loss per share $(1.00) $(0.03) $(0.10)
=========== ========= ===========
Weighted average shares
outstanding 8,932,417 14,584,992 14,092,518
June 30, December 31, December 31,
-------------------------------------
1991 1995 1994
-------- ------------ ------------
Balance Sheet Data
Working capital $ (235,768) $ 8,474,143 $ 9,035,446
Total assets 2,608,815 11,189,324 10,878,898
Long-term debt, net of
current portion 405,522 113,749 110,149
Stockholders' equity 1,578,632 10,674,602 10,278,295
8
<PAGE>
PRICE RANGE OF COMMON STOCK
The Common Stock is listed and traded on the Nasdaq Stock Market
(Small-Cap Market), under the symbol "RGLD." The table below sets
forth the high and low prices, in U.S. dollars per share, of the
Common Stock for the periods indicated.
High Low
Fiscal Year Ended June 30, 1994
First Quarter 4.50 3.63
Second Quarter 8.63 3.63
Third Quarter 9.13 7.63
Fourth Quarter 9.13 7.63
Fiscal Year Ended June 30, 1995
First Quarter 9.12 7.25
Second Quarter 8.25 7.50
Third Quarter 8.25 5.63
Fourth Quarter 8.25 6.50
Fiscal Year Ending June 30, 1996
First Quarter 9.50 7.88
Second Quarter 8.63 7.38
Third Quarter 11.75 7.88
Fourth Quarter (to May 13, 1996) 12.75 10.25
DIVIDEND POLICY
The Company has never declared or paid any cash dividends on its
Common Stock, and the Board of Directors does not currently intend
to declare any such dividends. However, in the future, depending
on the results of operations and the availability of capital
surplus, the Board of Directors may determine that a policy of
paying out dividends would be in the best interests of the Company
and its shareholders.
PLAN OF DISTRIBUTION
This Prospectus relates to 2,000,000 shares of Common Stock that
may be offered and issued by the Company from time to time in
connection with acquisitions by Royal Gold of other businesses or
properties by Royal Gold. This Prospectus, as amended or
supplemented, if necessary, also relates to certain shares of
Common Stock which may be resold or reoffered by persons who
acquired such shares pursuant to this Prospectus.
Royal Gold expects to consummate acquisitions in areas related to
its current business. If the opportunity arises, however, the
Company may attempt other acquisitions that it considers to be
advantageous, even though they may involve dissimilar activities or
assets. The consideration for any such acquisition may include
Common Stock, cash, debt instruments, assumptions of liabilities or
a combination thereof, as determined from time to time by
negotiations between Royal Gold and the owners or controlling
persons of the businesses or properties to be acquired.
The shares covered by this Prospectus may be issued in exchange for
shares of capital stock, partnership interests or other assets
representing an interest, direct or indirect, in other companies or
other entities, or in exchange for assets used in or related to the
business of such entities or otherwise pursuant to the agreements
providing for such acquisitions. The terms of such acquisitions
and of the issuance of shares of Common Stock under acquisition
agreements will generally be determined by direct negotiations with
9
the owners or controlling persons of the business or properties to
be acquired, or, in the case of entities that are more widely held,
through exchange offers to stockholders or documents soliciting the
approval of statutory mergers, consolidations or sales of assets.
It is anticipated that the shares of Common Stock issued in any
such acquisition will be valued at a price reasonably related to
the market value of the Common Stock either at the time of
agreement on the terms of an acquisition, or at or about the time
of delivery of the shares.
It is not expected that underwriting discounts or commissions will
be paid by the Company in connection with issuances of shares of
Common Stock under this Prospectus. However, finders' fees or
brokers' commissions may be paid from time to time in connection
with specific acquisitions, and such fees may be paid through the
issuance of shares covered by the Prospectus. Any person receiving
such a fee may be deemed to be an underwriter within the meaning of
the Securities Act.
The sale of all or a portion of the shares of Common Stock offered
hereby by the Selling Shareholders may be effected from time to
time on the Nasdaq Stock Market at prevailing prices at the time of
such sales, at prices related to such prevailing prices, or at
negotiated prices. The Selling Stockholders may sell all or a
portion of the shares offered hereby in private transactions or in
the over-the-counter market at prices related to the prevailing
price of the Common Stock on the Nasdaq Stock Market.
The Selling Stockholders may effect such transactions by selling to
or through one or more broker-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders. The
Selling Stockholders and any broker-dealers that participate in the
distribution may under certain circumstances be deemed to be
underwriters within the meaning of the Securities Act, and any
commissions received by such broker-dealers and any profits
realized on the resale of shares by them may be deemed to be
underwriting discounts and commissions under the Securities Act.
The Company and the Selling Stockholders may agree to indemnify
such broker-dealers against certain liabilities, including
liabilities under the Securities Act. In addition, the Company may
agree to indemnify the Selling Stockholders and any underwriter
with respect to the shares of Common Stock offered hereby against
certain liabilities, including, without limitation, certain
liabilities under the Securities Act, or, if such indemnity is
unavailable, to contribute toward amounts required to be paid in
respect of such liabilities.
To the extent required under the Securities Act, a supplemental
prospectus will be filed, disclosing (a) the name of any Selling
Stockholders, (b) the name of any such broker-dealers, (c) the
number of shares involved, (d) the price at which such shares are
to be sold, (e) the commissions paid or discounts or concessions
allowed to such broker-dealers, where applicable, (f) that such
broker-dealers did not conduct any investigation to verify the
information set out or incorporated by reference in this
Prospectus, as supplemented, and (g) other facts material to the
transaction.
There is no assurance that any of the Selling Stockholders will
sell any or all of the shares of Common Stock offered hereby.
The Company may agree to pay certain costs and expenses incurred in
connection with the registration of the shares of Common Stock
offered hereby, except that the Selling Stockholders shall be
responsible for all selling commissions, transfer taxes and related
charges in connection with the offer and sale of such shares.
The Company may agree to keep the Registration Statement relating
to the offering and sale by the Selling Stockholders of the shares
of Common Stock continuously effective until a fixed date or such
earlier date as such shares of Common Stock may be resold without
registration under the provisions of the Securities Act.
SELLING STOCKHOLDERS
The Selling Stockholders may sell the shares of Common Stock
offered hereby from time to time and may choose to sell less than
all or none of such shares.
10
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 40,000,000
shares of Common Stock, par value $0.01 per share, and 10,000,000
shares of Preferred Stock, par value $0.01 per share.
Common Stock
- ------------
Upon completion of this offering, the Company will have at least
17,461,000 shares of Common Stock outstanding (on a fully-diluted
basis, there could be as many as 19,287,000 shares outstanding).
Holders of Common Stock are entitled to one vote for each share
held in the election of directors and on all other matters
submitted to a vote of stockholders and do not have any cumulative
voting rights. Holders of a majority of the shares of Common Stock
entitled to vote in any election of directors may elect all of the
directors standing for election.
Holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors out
of funds legally available therefor, subject to any preferential
dividend rights of any outstanding Preferred Stock. See "Dividend
Policy." Upon the liquidation, dissolution, or winding up of the
Company, the holders of Common Stock are entitled to receive
ratably the net assets of the Company available after payment of
all debts and other liabilities, subject to the prior rights of any
outstanding Preferred Stock. Holders of Common Stock have no
preemptive, subscription, redemption, or conversion rights. The
outstanding shares of Common Stock are, and the shares offered by
the Company in this Offering will be, when issued and paid for,
fully paid and non-assessable.
Preferred Stock
- ---------------
The Company has an authorized class of undesignated Preferred Stock
consisting of 10,000,000 shares, none of which are presently issued
and outstanding. The Board of Directors is authorized, subject to
any limitations prescribed by law, without further stockholder
approval, to issue up to 10,000,000 shares of Preferred Stock from
time to time, in one or more series. Each such series of Preferred
Stock shall have such number of shares, designations, preferences,
voting powers, qualifications, and special or relative rights or
privileges as shall be determined by the Board of Directors, which
may include, among others, dividend rights, voting rights,
redemption and sinking fund provisions, liquidation preferences,
and conversion rights.
The Board of Directors has the authority to issue shares of
Preferred Stock and to determine its rights and preferences, to
eliminate delays associated with a stockholder vote on specific
issuances. While providing desirable flexibility in connection
with possible acquisitions and other corporate purposes, the
issuance of Preferred Stock could adversely affect the voting power
of holders of Common Stock and the likelihood that such holders
will receive dividend payments and payments upon liquidation, and
could have the effect of delaying, deferring or preventing a change
in control of the Company. The Company has no present plans to
issue any shares of Preferred Stock.
Certain Anti-Takeover, Indemnification, and Limited Liability
Provisions
- -------------------------------------------------------------
The Company is subject to Section 203 of the Delaware General
Corporation Law (the "Delaware Law"), which imposes restrictions on
business combinations (as defined therein) with interested
stockholders (being any person who has acquired 15% or more of the
Company's outstanding voting stock). In general, the Company is
prohibited from engaging in business combinations with an
interested stockholder for a period of three years from the date a
person becomes an interested stockholder, unless (i) before such
person became an interested stockholder, the Board of Directors of
the Company approved the transaction in which the interested
stockholder became an interested stockholder or approved the
business combination; (ii) upon consummation of the transaction
that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the
transaction commenced (excluding for purposes of determining the
number of shares outstanding stock held by directors who are also
officers of the Company and by employee stock plans that do not
provide employees with the rights to determine confidentially
whether shares held subject to the plan will be tendered in a
tender or exchange offer); or (iii) on or subsequent to the date on
which such person became an interested stockholder, the business
combination is approved by the Board of Directors and authorized at
a meeting of stockholders by the affirmative vote of the holders of
two-thirds of the outstanding voting stock of the Company not owned
11
<PAGE>
by the interested stockholder. Under Section 203 of the Delaware
Law, the restrictions described above also do not apply to certain
business combinations proposed by an interested stockholder
following the earlier of the announcement or notification of one of
certain extraordinary transactions involving the Company and a
person who had not been an interested stockholder during the
previous three years or who became an interested stockholder with
the approval of the Board of Directors, if such extraordinary
transaction is approved or not opposed by a majority of the
directors who were directors prior to any person becoming an
interested stockholder during the previous three years or who were
recommended for election or elected to succeed such directors by a
majority of such directors. By restricting the ability of the
Company in engage in business combinations with an interested
person, the application of Section 203 to the Company may provide
a barrier to hostile or unwanted takeovers.
In addition, the Company's Certificate of Incorporation, as amended
(the "Certificate"), contains certain provisions which may have the
effect of delaying, deferring, or preventing a change in control of
the Company. The Certificate provides that the Board of Directors
shall consist of three classes of directors, each serving for a
three-year term ending in a successive year; provided, however,
that initially Class I directors will serve for a one-year term and
Class II directors will serve for a two-year term. This provision
may make it more difficult to effect a takeover of the Company
because it would generally take two annual meetings of stockholders
for an acquiring party to elect a majority of the Board of
Directors. As a result, a classified Board of Directors may
discourage proxy contests for the election of directors or
purchases of a substantial block of stock because it could operate
to prevent obtaining control of the Board of Directors in a
relatively short period of time.
As permitted by the provisions of the Delaware Law, the Certificate
limits, in certain circumstances, the monetary liability of
directors of the Company for a breach of their fiduciary duty as
directors. These provisions do not eliminate the liability of a
director (i) for a breach of the director's duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions by a
director not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) for liability arising under
Section 174 of the Delaware Law (relating to the declaration of
dividends and purchase or redemption of shares in violation of the
Delaware Law); or (iv) for any transaction from which the director
derived an improper personal benefit. In addition, these
provisions do not eliminate the liability of a director for
violations of federal securities laws, nor do they limit the rights
of the Company or its stockholders, in appropriate circumstances,
to seek equitable remedies such as injunctive or other forms of
non-monetary relief. Such remedies may not be effective in all
cases.
The Company's Certificate and Bylaws provide that the Company shall
indemnify all directors and officers of the Company to the full
extent permitted by the Delaware Law. Under such provisions any
director or officer, who, in his capacity as such, is made or
threatened to be made a party to any suit or proceeding, may be
indemnified if the Board determines such director or officer acted
in good faith and in a manner he reasonably believed to be in or
not opposed to the best interest of the Company. The Certificate,
Bylaws, and the Delaware Law further provide that such
indemnification is not exclusive of any other rights to which such
individuals may be entitled under the Certificate, the Bylaws, any
agreement, any vote of stockholders or disinterested directors, or
otherwise.
Transfer Agent
- --------------
The transfer agent for the Company's Common Stock is American
Securities Transfer, Inc., Denver, Colorado.
VALIDITY OF COMMON STOCK
The validity of the Common Stock to be offered hereby will be
passed upon for the Company by Davis, Graham & Stubbs LLP, Denver,
Colorado.
EXPERTS
The consolidated financial statements and the related supplemental
schedules as of June 30, 1995 and June 30, 1994 and for each of the
three years in the period ended June 30, 1995, incorporated by
reference in this Prospectus from the Company's Annual Report on
Form 10-K for the year ended June 30, 1995, have been audited by
Williams, Richey & Co., independent accountants, as stated in their
reports which are incorporated by reference herein, and have been
so included and incorporated in reliance upon the reports of such
firm, given upon their authority as experts in accounting and
auditing.
12
<PAGE>
_______________________________________________________________
- ---------------------------------------------------------------
No dealer, salesperson or other person has been authorized to give
any information or to make any representations, other than those
contained in this prospectus, and, if given or made, such
information or representations must not be relied upon as having
been authorized by the Company. Neither the delivery of this
prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that the information herein or
incorporated by reference herein is correct as of any time
subsequent to its date. This prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction in which such
offer or solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation.
TABLE OF CONTENTS
Available Information ... 2 2,000,000 Shares
Documents Incorporated
by Reference............2
The Company...............3
Risk Factors..............4 ROYAL GOLD, INC.
Selected Consolidated
Financial Data...........7
Price Range of Common
Stock....................9 Common Stock
Dividend Policy...........9
Plan of Distribution......9
Selling Stockholders......10
Description of Capital PROSPECTUS
Stock....................11
Validity of Common Stock..12
Experts...................12 May __, 1996
<PAGE>
PART II
Item 20. Indemnification of Directors and Officers
Article TWELFTH of the Company's Certificate of Incorporation, as
amended, and Article VI of the Company's Amended and Restated
Bylaws (collectively the "Governance Documents") confer
indemnification rights on the Company's officers and directors.
Section 102 of the Delaware General Corporation Law (the "Delaware
Law") allows a corporation to eliminate the personal liability of
a director of a corporation to the corporation or to any of its
stockholders for monetary damage for a breach of his fiduciary duty
as a director, except in the case where the director breached his
duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation
of Delaware corporate law or obtained an improper personal benefit.
Article TWELFTH of the Company's Certificate of Incorporation, as
amended, eliminates directors' personal liability in accordance
with such Section 102 of the Delaware Law.
Section 145 of the Delaware Law authorizes corporations to
indemnify directors and officers against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
reasonably incurred in connection with civil, criminal,
administrative, or investigative actions, suits or proceedings to
which such persons are parties or threatened to be made parties by
reason of their corporate position (other than actions by or in the
right of the corporation to procure a judgment in its favor--so
called "derivative suits") if such persons acted in good faith and
in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. With respect to derivative suits,
Section 145 prescribes a similar standard of care but limits the
available indemnification to expenses (including attorneys' fees)
reasonably incurred in connection with the defense or settlement of
such action or suit and further provides that if the derivative
suit results in a judgment that the person seeking indemnification
is liable to the corporation, no such indemnification is to be made
without court approval. Section 145(f) of the Delaware Law also
specifically permits corporations to provide their officers,
directors, employees and agents with indemnification and
advancement of expenses in addition to those specifically required
and/or permitted to be provided pursuant to other provisions of
Section 145.
Under the provisions of the Governance Documents, each person who
was or is made a party to, or is threatened to be made a party to
or is involved in, any action, suit or other legal proceeding
(whether civil, criminal, administrative or investigative) by
reason of the fact that such person is or was a director or officer
of the Company, or is or was performing services at the Company's
request for another entity, including service with respect to
employee benefit plans, shall be indemnified to the full extent
permitted by Delaware Law as in effect or as it may be amended
against all costs, charges, expenses, liabilities and losses
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably
incurred by such person in connection with such proceeding. The
rights to indemnification conferred pursuant to the Governance
Documents are contract rights and include the right to receive
payment for expenses of defending a proceeding prior to its final
disposition, provided that if the Delaware Law so requires (and it
currently does), such advance payment shall be made only upon
receipt by the Company of an undertaking to the effect that all
amounts so advanced will be repaid if it is ultimately found that
the party who received such amounts is not entitled to be
indemnified. The effect of providing that the indemnification
rights are contract rights is to permit indemnified individuals to
enforce such provisions directly against the Company. In addition,
the Governance Documents authorize the Company to provide other
permissible indemnification. Finally, the Governance Documents
provide that the Company may maintain insurance to protect itself
and any of its officers, directors, employees or agents, to the
limit of such coverage, against any expense, liability or loss,
even if the Company would not have the power itself to indemnify
such person against such expense, liability or loss under the
Delaware Law.
II-1
<PAGE>
Item 21. Exhibits and Financial Schedules
(a) Exhibits*
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 Certificate of Incorporation of the Company, as amended
4.2 Bylaws of the Company, as amended
4.3 Form of Common Stock Certificate
5.1 Opinion of Davis, Graham & Stubbs LLP
23.1 Consent of Williams, Richey & Co.
23.2 Consent of Davis, Graham & Stubbs LLP (included in
Exhibit 5.1)
24 Form of Power of Attorney
(b) Financial Statements Schedules*
*Certain exhibits and schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange
Commission, relating to Form S-4, are not required under the
related instructions, or are inapplicable at this time, and such
schedules have therefore been omitted.
(c) Reports, Opinions and Appraisals Materially Relating to the
Transaction
Not applicable.
Item 22. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, 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 the Registration Statement; and
(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 paragraphs (a)(i) and
(a)(ii) 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 Securities Exchange Act of 1934, that are
incorporated by reference in the 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.
II-2
<PAGE>
(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) The undersigned Registrant hereby undertakes that, for
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 Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
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) The undersigned Registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other items of the
applicable form.
(d) The undersigned Registrant undertakes that every prospectus
(i) that is filed pursuant to the immediately preceding paragraph,
or (ii) that purports to meet the requirements of Section 10(a) (3)
of the Securities Act of 1933 and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part
of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes 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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
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
Securities Act of 1933 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 or 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 Securities Act of 1933
and will be governed by the final adjudication of such issue.
(f) The undersigned Registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed
subsequent to the effective date of the registration statement
through the date of responding to the request.
(g) The undersigned Registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a
transaction, and the Company being acquired involved therein, that
was not the subject of and included in the registration statement
when it became effective, except where the transaction in which the
securities being offered pursuant to this Registration Statement
would itself qualify for an exemption from Section 5 of the
Securities Act of 1933, absent the existence of other similar
(prior or subsequent) transactions.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Denver, Colorado, effective as of the 14th day of May
1996.
ROYAL GOLD, INC.
By: /s/
------------------------------------
Stanley Dempsey
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons, in the capacities and on the dates indicated:
Signature Title Date
/s/
- ---------------- Executive Vice President and May 14, 1996
Thomas A. Loucks Treasurer (principal financial
and principal accounting officer)
/s/
- ---------------- Director May 14, 1996
John W. Goth
/s/
- ----------------- Director May 14, 1996
Pierre Gousseland
/s/
- ------------------ Director May 14, 1996
S. Oden Howell, Jr.
/s/
- ----------------- Director May 14, 1996
Merritt E. Marcus
/s/
- ------------------- Director May 14, 1996
Edwin W. Peiker, Jr.
/s/
- ----------------- Director May 14, 1996
James W. Stuckert
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
4.1 Certificate of Incorporation of the Company, as
amended
4.2 Bylaws of the Company, as amended
4.3 Form of Common Stock Certificate
5.1 Opinion of Davis, Graham & Stubbs LLP
23.1 Consent of Williams, Richey & Co.
23.2 Consent of Davis, Graham & Stubbs LLP (included
in Exhibit 5.1)
24 Power of Attorney
__________________________
(1) Certificate of Amendment of Certificate of Incorporation,
dated April 10, 1996, is filed herewith; remainder of
Certificate of Incorporation and amendments thereto are
incorporated by reference to: (a) Exhibit (b) to the Company's
Report on Form 10-K for the fiscal year ended December 31,
1980 (original certificate and amendment thereto); (b) Exhibit
3(c) to the Company's Registration Statement on Form S-1
(Registration No. 2-84642) (amendment to certificate); (c)
Exhibit (xiv) to the Company's Report on Form 10-K for the
fiscal year ended June 30, 1987 (amendment to certificate);
and (d) Exhibit 3(f) to the Company's Report on Form 10-K for
the fiscal year ended June 30, 1990 (amendment to
certificate).
(2) Incorporated by reference to Exhibit (d) to the Company's
Report on Form 10-K for the fiscal year ended December 31,
1980.
(3) Incorporated by reference to Exhibit 4(b) to the Company's
Registration Statement on Form S-1 (Registration No. 2-84642).
<PAGE>
Exhibit 4.1
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF
INCORPORATION, DATED APRIL 10, 1996
ROYAL GOLD, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY
FIRST: That the Board of Directors of said
corporation, by the unanimous written consent of its members, filed
with the minutes of the board, adopted a resolution proposing and
declaring advisable the following amendment of the Certificate of
Incorporation of said corporation:
RESOLVED, That Paragraph denominated "Fourth (a)" shall
be restated and amend to read:
(a) The total number of shares of stock which
the corporation shall have authority to issue is 50,000,000 shares,
consisting of (i) 40,000,000 shares of common stock, each share
having a par value of $.01, and (ii) 10,000,000 shares of preferred
stock, each share having a par value of $.01.
SECOND: That by a vote of stockholders at the Annual Meeting
of Stockholders at which a quorum was present held December 7,
1995, the stockholders have voted in favor of said amendments in
accordance with the provisions of Sections 211 and 222 of the
General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Sections 242, 211, and
222 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said ROYAL GOLD, INC. has caused this
Certificate to be signed by Stanley Dempsey, its Chairman and Chief
Executive Officer, and attested by Karen P. Gross, its Secretary,
this 10th day of April 1996.
ROYAL GOLD, INC.
/s/
-------------------------------
Stanley Dempsey, Chairman & CEO
ATTEST:
By: /s/
-------------------------
Karen P. Gross, Secretary
<PAGE>
Exhibit 5.1
OPINION AND CONSENT OF DAVIS, GRAHAM & STUBBS LLP
May 8, 1996
Royal Gold, Inc.
1660 Wynkoop Street, Suite 1000
Denver, CO 80202-1132
Re: Registration Statement for Shelf Offering of Common Stock
in Connection with Acquisitions
Ladies and Gentlemen:
This opinion is rendered in connection with the Registration
Statement on Form S-4 (the "Registration Statement") of Royal Gold,
Inc. (the "Company") to be filed with the Securities and Exchange
Commission on May 8, 1996, in connection with the registration by
the Company of 2,000,000 shares of the Company's common stock, $.01
par value per share (the "Shares"), that may be offered and issued
by the Company from time to time in connection with acquisitions of
other businesses or properties by the Company. We have assumed
that each such acquisition will be approved by such corporate
proceedings as may be required under Delaware law. We have
examined the minutes of the meetings of the Board of Directors in
connection with the Registration Statement and such corporate
documents and such other matters and documents as we have deemed
necessary or relevant as a basis for this opinion.
Based on the foregoing, it is our opinion that, subject to the
receipt of the consideration for such Shares called for by the
agreement providing for any such acquisition prior to any issuance
of Shares, such Shares when sold and issued in the manner
contemplated herein and by the Registration Statement will be
legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ DAVIS, GRAHAM & STUBBS LLP
<PAGE>
Exhibit 23.1
CONSENT OF WILLIAMS, RICHEY & CO.,
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To: ROYAL GOLD, INC. AND SUBSIDIARIES
We hereby consent to the use and inclusion of our report dated
August 28, 1995, in the Prospectus which is part of this
Registration Statement and to the reference to us under the heading
"Experts" in such Prospectus.
/s/ WILLIAMS, RICHEY & CO. P.C.
Denver, Colorado
May 1, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-4 UNDER THE SECURITIES ACT OF 1933
The undersigned director(s) of Royal Gold, Inc. hereby appoint
Stanley Dempsey and Peter Babin, and each of them severally, as the
attorney-in-fact of the undersigned, to sign a Registration
Statement on Form S-4, or such other appropriate form, on his
behalf and to file such Registration Statement, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "Commission"), under the
Securities Act of 1933, as amended (the "Act"), with respect to the
offer and sale of up to 2,000,000 shares of Common Stock of Royal
Gold, Inc., a Delaware corporation, as authorized from time to time
by the Royal Gold, Inc. board of directors for sale pursuant to
such Registration Statement, in accordance with Rule 415 under the
Act; granting unto said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and thing
needed or appropriate to be done to comply with the Act and the
rules and regulations of the Commission with respect to such
Registration Statement as fully to all intents and purposes as the
undersigned could do in person, hereby ratifying and confirming all
that said attorney-in-fact or any of them may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
17th day of April 1996.
/s /
- -------------
John W. Goth
/s/
- -----------------
Pierre Gousseland
/s/
- -------------------
S. Oden Howell, Jr.
/s/
- -----------------
Merritt E. Marcus
/s/
- -------------------
Edwin W. Peiker, Jr.
/s/
- -----------------
James W. Stuckert
