UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 12, 2002
GOLDEN STAR RESOURCES LTD.
(Exact name of registrant as specified in its charter)
CANADA 1-12284 98-0101955
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
10579 BRADFORD ROAD, SUITE 103
LITTLETON, COLORADO 80127-4247
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 830-9000
NO CHANGE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On December 12, 2002, the Company completed a non-brokered private
placement of 3,440,000 units at a price of $1.25 per unit with gross proceeds of
$4.3 million (approximately $4.25 million, net). Each unit consists of one
common share and one-quarter of a warrant. Each whole warrant entitles the
holder to the right, for a period of two years, to acquire one common share at
an exercise price of $1.50. The purchasers in this private placement included
current shareholders of the Company. As part of the private placement, the
Company is required to file a registration statement relating to the resale of
the common shares issued as part of the units and issuable upon exercise of the
warrants.
The Company expects to use the proceeds from the private placement to
make certain payments to the syndicate of banks from which the Company acquired
the Bogoso property in Ghana in 1999, including settlement of a $2.0 million
reserve acquisition payment and early settlement of a $5.0 million contingent
payment which would be required a year after the commencement of ore treatment
from a future sulfide project at Bogoso, and for general corporate purposes. The
contingent payment obligation is subject to uncertainties regarding financing,
implementation and start-up of a sulfide operation. The Company has reached an
understanding on these payments with the International Finance Corporation,
acting as representative of the syndicate, subject to the final approval of the
syndicate and the IFC Board.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements by businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
EXHIBIT
NO. DESCRIPTION
------- -----------
4.1 Form of Warrant*
4.2 Form of Registration Rights Agreement*
10.1 Form of Unit Purchase Agreement*
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* Filed herewith.
-2-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 12, 2002
GOLDEN STAR RESOURCES LTD.
By: /s/ Allan J. Marter
---------------------------------
Allan J. Marter
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
4.1 Form of Warrant*
4.2 Form of Registration Rights Agreement*
10.1 Form of Unit Purchase Agreement*
-----------
* Filed herewith