AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9 , 1996
Registration No. 333-3705
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
AMENDMENT NO. 3 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
ROYAL GOLD, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1041 84-0835164
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) 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. [ ].
<PAGE>
PROSPECTUS
ROYAL GOLD, INC.
3,000,000 SHARES
COMMON STOCK
This Prospectus relates to 3,000,000 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. Although the
Company evaluates potential acquisitions on a regular basis as an
ordinary part of its business, at this time the Company has not
reached any agreements or understandings with respect to any
particular acquisition. The Company cannot predict when negotiations
may commence or agreements may be entered into. 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.
In the event of an acquisition for which no exemption from
registration under the Securities Act of 1933, as amended, is
available (even if integration is not taken into account and
regardless of the materiality of the acquisition), the Company will
furnish offerees a prospectus included in a post-effective amendment
containing all of the information required by Form S-4. For any
acquisition (or multiple acquisitions in the aggregate) that would
have a material financial effect upon the Company, the Company will
file a post-effective amendment containing the financial and other
information about the acquisitions(s) required under SEC regulations,
including pro-forma information about the surviving entity and, where
required, historical financial information about the acquired entity.
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 June 20, 1996 was $13.0625 per share.
_________________________
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE PURCHASERS SHOULD CAREFULLY REVIEW THE MATTERS SET FORTH
IN "RISK FACTORS," AT PAGES 4-6 OF THIS PROSPECTUS. 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 August 9 , 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 Annual Report on Form 10-K for the fiscal year
ended June 30, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1995, December 31, 1995 (as
amended), and March 31, 1996.
3. The Company's Reports on Form 8-K, dated December 12, 1996
(as amended), and April 3, 1996.
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, located in Lander
County, Nevada. Production commenced at the Crescent Pit portion of
South Pipeline in September 1994. The reserves at the South Pipeline
Project are summarized in the following table:
<TABLE>
<CAPTION> Proven and Probable Reserves<F1>
December 31, 1995
Average Contained Estimated
Tons Grade Ounces<F2>Recoveries
---- ------- --------------------
<S> <C> <C> <C> <C>
Crescent Pit
Mill-Grade Ore<F3> 1,839,900 0.134 247,000 84%
Heap Leach Ore<F3> 2,032,800 0.028 57,000 50%
South Pipeline
Mill-Grade Ore<F3> 22,722,000 0.088 2,000,000 86%
Heap Leach Ore<F3> 25,934,000 0.019 493,000 50%
- --------------------
<FN>
<F1> "Reserve" is that part of a mineral deposit which could be economically and legally extracted or produced at
the time of the reserve determination.
"Proven (Measured) Reserves" are reserves for which (a) quantity is computed from dimensions revealed in
outcrops, trenches, workings or drill holes and the grade is computed from the results of detailed sampling,
and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character
is so well defined that the size, shape, depth and mineral content of the reserves are well-established.
"Probable (Indicated) Reserves" are reserves for which the quantity and grade are computed from information
similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement
are farther apart or are otherwise less adequately spaced. The degree of assurance of probable (indicated)
reserves, although lower than that for proven (measured) reserves, is high enough to assume geological
continuity between points of observation.
<F2> Contained ounces are before an allowance for dilution of ore in the mining process and before applying
estimated recovery rates.
<F3> Amounts shown represent 100% of the reserves. The Company holds a 20% net profits interest in this
property.
</FN>
</TABLE>
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,
-3-<PAGE>
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. Forward looking information is inherently
uncertain, and actual results may vary materially from those
projected. Factors that could cause results to differ materially from
those projected in the referenced statement include: unanticipated
ore grade; geological, metallurgical, processing or other problems;
changes in gold prices; changes in project parameters as plans are
refined; and other decisions made by Cortez affecting the project.
All of these factors are beyond the control of the Company. See also
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.
-4-<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 period.
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.
-5-<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 June 20, 1996, the gold price (spot market) was $384.40 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. As part of the most recent budget reconciliation
process, each of the Senate and the House of Representatives passed
separate legislation that included provisions for mining law revision,
although none of that legislation was enacted into law and it
currently appears unlikely that new legislation will be adopted this
year. The Company expects that if Congress amends the General Mining
Law, the new legislation likely will impose a royalty upon production
of
-6-<PAGE>
minerals from federal lands and might contain new requirements for
mined land reclamation, and similar environmental control and
reclamation measures. It remains unclear to what extent any such new
legislation would affect existing mining claims or operations. 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 properties on federal lands such as Long
Valley, Buckhorn South, Bob Creek, and a number of the Company's
other exploration properties in Nevada and Utah , and such revision
also could 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 in Bulgaria, and is actively seeking other gold exploration
and gold royalty acquisition or development opportunities in several
countries, including Australia, Chile, Mexico, Peru, Russia and other
republics of the former Soviet Union.
COMPETITION
There is aggressive competition within the minerals industry
generally and the gold mining industry in particular to discover and
acquire properties considered to have commercial potential. Royal
Gold competes for promising gold exploration projects with major
domestic and international mining companies, many of which have far
greater financial, technical and other resources, as well as much
larger exploration and development budgets, than the Company. In
addition, the Company competes in its efforts to obtain financing to
explore and develop mineral properties, to farmout or joint venture
interests in its properties to larger mining companies for
development, and to purchase gold royalty interests. In competing
for the acquisition of royalty interests on gold properties, the
Company competes principally with three other firms whose express
strategy is also to acquire royalty interests, Franco-Nevada Mining
Corporation, Inc., Euro-Nevada Mining Corporation, Inc. and Repadre
Capital, Inc., each of which has substantially greater financial
resources than the Company. There can be no assurance the Company
will be able to acquire additional gold royalty interests on favorable
terms or identify, explore, or acquire attractive properties for gold
exploration and development.
DEPENDENCE ON KEY EMPLOYEE
Royal Gold's success depends to a large extent upon the efforts
and abilities of its chief executive, Stanley Dempsey. The Company
maintains no life insurance on Mr. Dempsey. The loss of the services
of Mr. Dempsey could have a material adverse effect on the results of
the Company's operations.
-7-<PAGE>
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.
ADVERSE IMPACT OF ISSUANCE OF SHARES
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.
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.
-8-<PAGE>
<TABLE>
<CAPTION>
Six Months Six Months
Year Year Year Year Year Ended Ended
Ended Ended Ended Ended Ended December December
June 30, June 30, June 30, June 30, June 30, 31, 31,
---------- ---------- ---------- ---------- ---------- ---------- ----------
1995 1994 1993 1992 1991 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS
DATA
Royalty income $ 470,421 $ 152,501 $ 150,000 $ 0 $ 0 $ 1,215,623 $ 211,445
Bullion sales 0 0 0 0 212,706 0 0
Direct cost of bullion
production 0 0 0 0 (1,101,292) 0 0
Consulting revenue 163,681 30,401 27,871 82,524 132,728 25,544 79,031
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total revenues 634,102 182,902 177,871 82,524 (755,858) 1,241,167 290,476
Costs and expenses
Costs of operations 217,109 78,351 65,797 0 0 114,550 106,751
Direct cost of consulting 108,216 19,175 23,749 54,466 87,600 13,115 74,095
General and administrative 1,014,761 752,989 582,262 670,661 853,842 607,071 511,192
Exploration, net 1,484,599 685,556 150,667 85,861 36,949 899,250 1,000,801
Recoupment of exploration
costs 0 0 0 0 (465,000) 0 0
Abandonments and
impairments 0 749,350 0 17,500 7,497,661 0 0
Lease maintenance and
holding costs 189,921 163,613 16,665 66,097 419,143 158,739 128,788
Depreciation and
amortization 102,398 25,518 37,132 57,063 87,037 89,068 29,936
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total costs and expenses 3,117,004 2,474,552 876,272 951,648 8,517,232 1,881,793 1,851,563
----------- ----------- ----------- ----------- ----------- ----------- -----------
Operating loss (2,482,902) (2,291,650) (698,401) (869,124) (9,273,090) (650,626) (1,561,087)
Interest and other income 386,035 142,819 34,080 39,712 245,459 215,683 169,100
Gain on mineral properties 0 0 0 193,068 0 0 0
Gain (loss) on other PP&E 0 0 0 572 (6,558) 0 0
Gain (loss) on securities 75,721 (47,276) 47,565 0 0 (13,507) 401
Gain on investments 0 0 0 0 94,360 0 0
Interest and other expense (4,075) (5,431) (1,190) (2,239) 0 (1,359) (1,359)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Income (loss) before
income taxes (2,025,221) (2,201,538) (617,946) (638,011) (8,939,829) (439,809) (1,392,945)
Income tax benefit 0 750,000 0 0 0 0 0
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income (loss) $(2,025,221) $(1,451,538) $ (617,946) $ (638,011) $(8,939,829) $ (439,809) $ 0
=========== =========== =========== =========== =========== =========== ===========
Net loss per share (0.14) $ (0.11) $ (0.06) $ (0.07) $ (1.00) $ (0.03) $ 0
=========== =========== =========== =========== =========== =========== ===========
Weighted average shares
outstanding 14,265,462 12,952,062 11,157,126 9,162,388 8,932,417 14,584,992 14,092,518
<CAPTION>
December December
June 30, June 30, June 30, June 30, June 30, 31, 31,
---------- ---------- ---------- ---------- ---------- ---------- ----------
1995 1994 1993 1992 1991 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Working capital $ 8,722,851 $ 6,883,945 $ 1,229,389 $ (272,421) $ (235,768) $ 8,474,143 $ 9,035,446
Total assets 10,273,288 8,183,165 2,726,654 1,876,782 2,608,815 11,189,324 10,878,898
Long-term debt, net of
current portion 116,949 131,216 193,197 452,947 405,522 113,749 110,149
Stockholders' equity 9,937,862 7,813,803 2,288,910 942,066 1,578,632 10,674,602 10,278,295
</TABLE>
-9-<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 15.88 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 3,000,000 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
-10-<PAGE>
under acquisition agreements 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 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.
-11-<PAGE>
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.
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
-12-<PAGE>
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 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.
-13-<PAGE>
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.
-14-
<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
Documents Incorporated by Reference. . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Selected Consolidated Financial Data . . . . . . . . . . . . . . . . 8
Price Range of Common Stock. . . . . . . . . . . . . . . . . . . . .10
Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . .10
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . .10
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . .12
Description of Capital Stock . . . . . . . . . . . . . . . . . . . .12
Validity of Common Stock . . . . . . . . . . . . . . . . . . . . . .14
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
3,000,000 SHARES
ROYAL GOLD, INC.
COMMON STOCK
----------------
PROSPECTUS
----------------
August 9 , 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(1)
4.2 Bylaws of the Company, as amended(2)
4.3 Form of Common Stock Certificate(3)
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*
____________________
+ Filed herewith.
(1) Certificate of Amendment of Certificate of Incorporation, dated
April 10, 1996, is previously filed; 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).
* Filed as an Exhibit to the Company's Registration Statement on
Form S-4 as filed on May 14, 1996, Registration No. 333-3705, and
incorporated herein by reference.
** Filed as an Exhibit to the Company's Amendment No. 1 to
Registration Statement on Form S-4 as filed on July 1, 1996,
Registration No. 333-3705, and incorporated herein by reference.
(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:
II-2<PAGE>
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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 paragraphs (a) (1)(i) and (a)(1)(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.
(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
II-3<PAGE>
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-4<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Amendment No. 3 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Denver, Colorado, effective
as of the August 9 , 1996.
ROYAL GOLD, INC.
By: STANLEY DEMPSEY
------------------------------
Stanley Dempsey
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 3 to the Registration Statement has
been signed below by the following person in the capacity indicated on
August 9 , 1996:
Signature Title
- --------- -----
THOMAS A. LOUCKS Executive Vice President and
- -------------------------------- Treasurer (principal financial and
Thomas A. Loucks principal accounting officer)
/s/ John W. Goth* Director
- --------------------------------
John W. Goth
/s/ Pierre Gousseland* Director
- --------------------------------
Pierre Gousseland
/s/ S. Oden Howell, Jr.* Director
- --------------------------------
S. Oden Howell, Jr.
/s/ Merritt E. Marcus* Director
- --------------------------------
Merritt E. Marcus
/s/ Edwin W. Peiker, Jr.* Director
- --------------------------------
Edwin W. Peiker, Jr.
/s/ James W. Stuckert* Director
- --------------------------------
James W. Stuckert
*By: PETER B. BABIN
---------------------------
Peter B. Babin
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------ ----------------------
23.1 Consent of Williams, Richey & Co.
II-6
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.
WILLIAMS, RICHEY & CO. P.C.
Denver, Colorado
August 9, 1996
