As filed with the Securities and Exchange Commission on October 15, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
U.S. Global Investors, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Texas |
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74-1598370 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(IRS Employer
Identification No.) |
7900 Callaghan Road
San Antonio, Texas 78229
(Address of Principal Executive Offices)(Zip Code)
U.S. Global Investors, Inc. Employee Stock Purchase Plan
(Full Title of the Plan)
Susan B. McGee
President and General Counsel
U.S. Global Investors, Inc.
7900 Callaghan Road
San
Antonio, Texas 78229
(210) 308-1234
(Name, Address and Telephone Number of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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¨ |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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x (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
CALCULATION OF REGISTRATION FEE
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Title of
Securities to be Registered |
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Amount to be Registered (1) |
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Proposed Maximum Offering Price Per Share (2) |
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Proposed Maximum Aggregate Offering Price |
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Amount of Registration Fee(3) |
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Class A common stock, par value $0.025 per share |
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45,594 |
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$ |
3.09 |
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$ |
140,885.46 |
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$ |
16.37 |
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(1) |
Pursuant to Rule 416(a), the number of shares being registered shall include an indeterminate number of additional shares of Class A common stock which may become issuable as a result of stock splits, stock
dividends, or similar transactions in accordance with the anti-dilution provisions of the U.S. Global Investors, Inc. Employee Stock Purchase Plan. |
(2) |
Calculated pursuant to Rules 457(c) and (h), based upon the average of the high and low sale prices reported on the NASDAQ Capital Market on October 10, 2014. |
(3) |
Calculated pursuant to Section 6(b) of the Securities Act of 1933 as follows: Proposed maximum aggregate offering price per share multiplied by .0001162. |
EXPLANATORY NOTE
This registration statement on Form S-8 is filed by U.S. Global Investors, Inc. (the Company) pursuant to General Instruction
E to Form S-8 to register an additional 45,594 shares of Class A common stock that may be offered and sold to participants under the U.S. Global Investors, Inc. Employee Stock Purchase Plan (the Plan). The contents of the
registration statements on Form S-8, file numbers 333-1588926, 333-152182, and 333-191732, previously filed by the Company and relating to the registration of shares of Class A common stock for issuance under the Plan, are hereby incorporated
by reference into this registration statement in accordance with General Instruction E to Form S-8.
PART II
Item 8. Exhibits.
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Exhibit No. |
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Description |
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4.1 |
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Fourth Restated and Amended Articles of Incorporation of Company, incorporated by reference to the Companys Form 10-Q for the quarterly report ended March 31, 2007 (EDGAR Accession Number 000075811-06-000076) |
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4.2 |
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Amended and Restated By-Laws of Company, incorporated by reference to Exhibit 3.02 of the Companys Form 8-K filed on November 8, 2006 (EDGAR Accession Number 000095134-07-010817) |
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5.1 |
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Opinion of Morgan Lewis & Bockius LLP |
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23.1 |
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Consent of BDO USA, LLP |
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23.2 |
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Consent of Morgan Lewis & Bockius LLP (included in Exhibit 5.1) |
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24 |
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Power of Attorney (included on the signature page of this Registration Statement) |
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99.1 |
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U.S. Global Investors, Inc. Employee Stock Purchase Plan, as amended September 13, 2013, filed with Form 8-K on September 19, 2013 (EDGAR Accession Number 0001193125-13-371947) |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on October 15, 2014.
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U.S. Global Investors, Inc. |
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By: |
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/s/ Susan B. McGee |
Name: |
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Susan B. McGee |
Title: |
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President and General Counsel |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Frank E. Holmes, Susan B. McGee, Thomas F. Lydon, Jr., Jerold H.
Rubinstein, Roy D. Terracina and Lisa Callicotte, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments or supplements to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act), whether pre-effective or post-effective, and to file the same with
all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or
appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
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.
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Signature |
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Title |
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Date |
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/s/ Frank E. Holmes |
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Chief Executive Officer, Chief Investment |
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October 15, 2014 |
Frank E. Holmes |
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Officer |
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/s/ Susan B. McGee |
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President and General Counsel |
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October 15, 2014 |
Susan B. McGee |
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/s/ Lisa Callicotte |
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Chief Financial Officer |
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October 15, 2014 |
Lisa Callicotte |
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/s/ Jerold H. Rubinstein |
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Chairman of the Board of Directors |
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October 15, 2014 |
Jerold H. Rubinstein |
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/s/ Thomas F. Lydon, Jr. |
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Director |
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October 15, 2014 |
Thomas F. Lydon, Jr. |
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/s/ Roy D. Terracina |
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Director |
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October 15, 2014 |
Roy D. Terracina |
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Exhibit Index
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Exhibit No. |
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Description |
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4.1 |
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Fourth Restated and Amended Articles of Incorporation of Company, incorporated by reference to the Companys Form 10-Q for the quarterly report ended March 31, 2007 (EDGAR Accession Number 000075811-06-000076) |
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4.2 |
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Amended and Restated By-Laws of Company, incorporated by reference to Exhibit 3.02 of the Companys Form 8-K filed on November 8, 2006 (EDGAR Accession Number 000095134-07-010817) |
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5.1 |
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Opinion of Morgan Lewis & Bockius LLP |
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23.1 |
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Consent of BDO, USA LLP |
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23.2 |
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Consent of Morgan Lewis & Bockius LLP (included in Exhibit 5.1) |
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24 |
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Power of Attorney (included on the signature page of this Registration Statement) |
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99.1 |
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U.S. Global Investors, Inc. Employee Stock Purchase Plan, as amended September 13, 2013, filed with Form 8-K on September 19, 2013 (EDGAR Accession Number 0001193125-13-371947) |
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Exhibit 5.1
October 15, 2014
U.S.
Global Investors, Inc.
7900 Callaghan Road
San Antonio,
Texas 78229
Re: U.S. Global Investors, Inc.: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to U.S. Global
Investors, Inc., a Texas corporation (the Company), in connection with the filing of the referenced Registration Statement (the Registration Statement) under the Securities Act of 1933, as amended (the Act), with
the Securities and Exchange Commission (the SEC). The Registration Statement relates to the proposed offering and sale of up to 45,594 shares of Class A common stock, par value $0.025 per share, of the Company (the
Shares) under the U.S. Global Investors, Inc. Employee Stock Purchase Plan (the Equity Plan).
In connection with this opinion
letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Fourth Restated and Amended Articles of Incorporation of the Company, the Amended and Restated By-Laws of the
Company, the Equity Plan and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals,
the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
In rendering this opinion, we have assumed that (i)the Articles and Bylaws will not have been amended in any manner that would affect any legal conclusion set
forth herein, and (ii) the issuance of the Shares by the Company, and the incurrence and performance of the Companys obligations under the Equity Plan or in respect thereof in accordance with the terms thereof, will comply with, and will
not violate, the Articles or Bylaws, or any applicable law, rule, regulation, order, judgment, decree, award, or agreement binding upon the Company, or to which the issuance, sale and delivery of the Shares, or the incurrence and performance of such
obligations, may be subject, or violate any applicable public policy, or be subject to any defense in law or equity. The opinions expressed herein are also subject to possible judicial action giving effect to governmental actions or laws affecting
creditors rights.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and
sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Equity Plan, will be validly issued, fully paid and non-assessable.
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U.S. Global Investors, Inc. October 15,
2014 Page
2
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For the purposes of this opinion, we have assumed that, at the time of the issuance and delivery of the
Shares under the Equity Plan, the Company will be validly existing and in good standing under the laws of the State of Texas, it will have full power and authority to execute, deliver and perform its obligations under the Equity Plan, and there
shall have occurred no change in applicable law (statutory or decisional), rule or regulation or in any other relevant fact or circumstance, that (in any such case) would adversely affect our ability to render at such time an opinion containing the
same legal conclusions herein set forth and subject only to such (or fewer) assumptions, limitations and qualifications as are contained herein.
The
opinions expressed herein are limited to the Texas Business Organizations Code.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius, LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
U.S. Global Investors, Inc.
7900 Callaghan Road
San Antonio, Texas 78229
We hereby consent to the incorporation
by reference in the Registration Statement on Form S-8 of our reports dated August 27, 2014, relating to the Consolidated Balance Sheets of U.S. Global Investors, Inc. as of June 30, 2014, and 2013, and the related Consolidated Statements
of Operations and Comprehensive Income (Loss), Stockholders Equity, and Cash Flows for each of three years in the period ended June 30, 2014, and the effectiveness of U.S. Global Investors, Inc.s internal control over financial
reporting appearing in the Companys Annual Report on Form 10-K for the year ended June 30, 2014.
BDO USA, LLP
Dallas, Texas
October 15, 2014
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