As filed with the Securities and Exchange Commission on
January 28, 2022
Registration No. 333-105820
Registration No. 333-105821
Registration No. 333-118958
Registration No. 333-169047
Registration No. 333-175542
Registration No. 333-211926
Registration No. 333-218064
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT NO. 333-105820
FORM S-8 REGISTRATION STATEMENT NO. 333-105821
FORM S-8 REGISTRATION STATEMENT NO. 333-118958
FORM S-8 REGISTRATION STATEMENT NO. 333-169047
FORM S-8 REGISTRATION STATEMENT NO. 333-175542
FORM S-8 REGISTRATION STATEMENT NO. 333-211926
FORM S-8 REGISTRATION STATEMENT NO. 333-218064
UNDER
THE SECURITIES ACT OF 1933
GOLDEN STAR RESOURCES LTD.
(Exact name of registrant as specified in its charter)
Canada
|
Not Applicable
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
333 Bay Street, Suite 2400
Toronto, Ontario
M5H 2T6, Canada
(Address of Principal Executive Offices, including Zip Code)
Employees’ Stock Bonus Plan
Amended and Restated 1997 Stock Option Plan
Second Amended and Restated 1997 Stock Option Plan
Third Amended and Restated 1997 Stock Option Plan
Deferred Share Unit Plan
Fourth Amended and Restated 1997 Stock Option Plan
2017 Performance and Restricted Share Unit Plan
(Full titles of the plan(s))
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
(800) 221-0102
(Name, address, and telephone number, including area code, of agent
for service)
Copies to:
John Sabetti |
Brian
Boonstra |
Fasken Martineau DuMoulin
LLP |
Davis Graham & Stubbs
LLP |
333 Bay Street, Suite
2400 |
1550 17th Street,
Suite 500 |
Bay Adelaide Centre, Box
20 |
Denver, Colorado 80202 |
Toronto, Ontario |
USA |
M5H 2T6 |
(303) 892-9400 |
(416) 366-8381 |
|
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act. (Check one):
Large
accelerated filer |
☐ |
Accelerated filer |
☒ |
Non-accelerated
filer |
☐ |
Smaller reporting
company |
☐ |
|
|
Emerging growth
company |
☐ |
If
an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 filed by Golden Star
Resources Ltd. (the “Registrant”) relates to the common shares
(without par value) of the Registrant under the registration
statements listed below (the “Registration Statements”) concerning
shares issuable under certain equity plans. The Registrant is
filing this Post-Effective Amendment No. 1 to the Registration
Statements in order to deregister any securities registered and
unissued under the Registration Statements and to terminate the
Registration Statements as to such shares. The approximate number
of unissued shares is set forth below with respect to each
Registration Statement.
Registration No.
|
Date Filed
|
Name of Plan
|
Number of Shares Originally Registered (1)
|
Approximate Number of Shares Deregistered (2)
|
333-105820 |
June 4, 2003 |
Employees’ Stock Bonus Plan |
116,000 |
51,553 |
|
333-105821 |
June 4, 2003 |
Amended and Restated 1997 Stock Option
Plan |
1,800,000 |
0 |
(3) |
333-118958 |
September 14, 2004 |
Second Amended and Restated 1997 Stock Option
Plan |
1,200,000 |
0 |
(3) |
333-169047 |
August 25, 2010 |
Third
Amended and Restated 1997 Stock Option Plan |
2,000,000 |
333,075 |
(3) |
333-175542 |
July 14, 2011 |
Deferred Share Unit Plan |
1,500,000 |
871,582 |
|
333-211926 |
June 9, 2016 |
Fourth Amended and Restated 1997 Stock Option
Plan |
2,000,000 |
2,000,000 |
(3) |
333-218064 |
May 17, 2017 |
2017
Performance and Restricted Share Unit Plan |
2,200,000 |
1,816,390 |
|
|
(1) |
Share amounts restated to reflect
the 5:1 share consolidation completed on October 30,
2018. |
|
(2) |
A “0” in this column indicates that
all shares originally registered under the registration statement
were issued. |
|
(3) |
Of the 7,000,000 shares (as
adjusted for the 5:1 share consolidation) originally registered
under the Registrant’s stock option plan, approximately 2,333,075
shares remain unissued and are being deregistered pursuant to this
Post-Effective Amendment No. 1. For presentation purposes
only, the 2,333,075 shares to be deregistered have been allocated
to the two most recent restatements of the Registrant’s stock
option plan. |
The shares are being removed from registration and the Registration
Statements are being terminated as to such shares because pursuant
to the arrangement agreement dated October 31, 2021, as
amended by an amending agreement dated November 24, 2021 (the
“Arrangement Agreement”), among the Registrant, Chijin
International (Hong Kong) Limited (the “Purchaser”), a
majority-controlled subsidiary of Chifeng Jilong Gold Mining Co.,
Ltd. (“Chifeng”), and Chifeng, the Purchaser and its assignee
acquired on January 28, 2022 all of the issued and outstanding
common shares of the Registrant for cash consideration of US$3.91
per common share.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Chengdu, China, on January 28, 2022.
|
GOLDEN STAR RESOURCES LTD. |
|
|
|
|
|
By: |
/s/ Tiehe Chen |
|
Name: Tiehe Chen |
|
Title: Chief Executive Officer |
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Tiehe Chen and Michang Zhang, and each of them, either of whom may
act without the joinder of the other, 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
(including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done, 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 their substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the date indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Tiehe Chen |
|
Chief Executive Officer and
Director |
|
January 28, 2022 |
Tiehe
Chen |
|
(Principal Executive
Officer) |
|
|
|
|
|
|
|
/s/ Michang Zhang |
|
Chief Financial
Officer |
|
January 28, 2022 |
Michang Zhang |
|
(Principal Financial and
Accounting Officer) |
|
|
|
|
|
|
|
/s/ Zhiyong Chen |
|
Director |
|
January 28, 2022 |
Zhiyong Chen |
|
|
|
|
|
|
|
|
|
/s/ Dandan Xu |
|
Director |
|
January 28, 2022 |
Dandan Xu |
|
|
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities
Act of 1933, the undersigned has signed this registration
statement, solely in its capacity as the duly authorized
representative of the registrant in the United States, on
January 28, 2022.
|
COGENCY GLOBAL INC.
|
|
|
|
|
By: |
/s/ Colleen A. De Vries |
|
Name: |
Colleen A. De Vries |
|
Title: |
Sr. Vice President on behalf of Cogency
Global Inc. |
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