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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/11/03 Golden Star Resources Ltd. S-3MEF 12/11/03 3:25K Merrill Corp/New/FA |
Document/Exhibit Description Pages Size 1: S-3MEF Registration of Additional Securities HTML 23K 2: EX-5.1 Opinion re: Legality HTML 8K 3: EX-23.1 Consent of Experts or Counsel HTML 5K
| Page | (sequential) | | | (alphabetic) | Top | |
|---|---|---|---|---|---|
| 1 | 1st Page - Filing Submission | ||||
| " | Explanatory Note and Incorporation of Certain Information by Reference | ||||
| " | Signatures | ||||
| " | Exhibit Index | ||||
| " | QuickLinks | ||||
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON December 11, 2003
REGISTRATION NO. 333-33237
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 2 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GOLDEN STAR RESOURCES LTD.
(Exact name of registrant as specified in its charter)
| CANADA (State or other jurisdiction of incorporation or organization) |
98-0101955 (I.R.S. Employer Identification No.) |
|
10579 Bradford Road, Suite 103 Littleton, Colorado, 80127-4247 (303) 830-9000 (Address, including zip code, and telephone number, including area code, of principal executive offices) |
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Allan J. Marter, Chief Financial Officer Golden Star Resources Ltd. 10579 Bradford Road, Suite 103 Littleton, Colorado, 80127-4247 (303) 830-9000 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
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With Copies To Deborah J. Friedman Michelle H. Shepston Davis Graham & Stubbs LLP 1550 Seventeenth Street, Suite 500 Denver, Colorado 80202 (303) 892-9400 |
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. o
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, other than securities offered only in connection with a dividend or interest reinvestment plan, check the following box. ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý 333-33237
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered |
Amount to be registered(1) |
Proposed maximum offering price per share(2) |
Proposed maximum aggregate offering price(2) |
Amount of registration fee |
||||
|---|---|---|---|---|---|---|---|---|
| Common Shares, without par value | 1,000,000 shares | $7.50 | $7,500,000 | $606.75 | ||||
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is filed by Golden Star Resources Ltd. with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933. The contents of our registration statement on Form S-3, as amended (Registration No. 333-33237), relating to the offering of $100,000,000 of Common Shares, Preferred Shares, Convertible Debt Securities, and Warrants, are hereby incorporated herein by reference. This registration statement is filed solely for the purpose of registering an additional 1,000,000 Common Shares.
The required exhibits are listed on the Exhibit Index attached hereto and filed herewith.
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 2 to Registration Statement No. 333-33237 to be signed on its behalf by the undersigned, thereunto duly authorized, in Littleton, Colorado, on December 11, 2003.
GOLDEN STAR RESOURCES LTD. |
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By: |
/s/ PETER J. BRADFORD Peter J. Bradford President and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Registration Statement No. 333-33237 has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| ROBERT R. STONE* Robert R. Stone |
Chairman of the Board of Directors | December 11, 2003 | ||
/s/ PETER J. BRADFORD Peter J. Bradford |
President, Chief Executive Officer and Director (Principal Executive Officer) |
December 11, 2003 |
||
DAVID K. FAGIN* David K. Fagin |
Director |
December 11, 2003 |
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IAN MACGREGOR* Ian MacGregor |
Director |
December 11, 2003 |
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JAMES E. ASKEW* James E. Askew |
Director |
December 11, 2003 |
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/s/ ALLAN J. MARTER Allan J. Marter |
Chief Financial Officer (Principal Financial and Accounting Officer) |
December 11, 2003 |
* By |
/s/ PETER J. BRADFORD Peter J. Bradford Attorney in fact for each of the directors |
| Exhibit No. |
Description |
|
|---|---|---|
| 5.1 | Opinion of Field LLP | |
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| 23.2 | Consent of Field LLP (see Exhibit 5.1) | |
| 24.1 | Powers of Attorney* |
| This ‘S-3MEF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 12/11/03 | 4, 424B5 | ||
| List all Filings | ||||