REGISTRATION NO.______________
SECURITIES AND EXCHANGE COMMISSION
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)
Texas 74-6370582
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
--------------------
7900 Callaghan Road, San Antonio, TX 78229
Telephone No. (210)308-1234
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(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
U.S. GLOBAL INVESTORS, INC.
1997 NON-QUALIFIED
STOCK OPTION PLAN
Susan B. McGee
Vice President and Corporate Secretary
United Services Advisors, Inc.
7900 Callaghan Road
San Antonio, Texas 78229
(210)308-1234
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registra-
to registered registered share(1) price(1) tion fee
- --------------------------------------------------------------------------------
Class A Common Stock, 200,000 shares $1.84 $368,000.00 $100.00
par value $.05 per share --
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(Exhibit Table on Page 5 of __)
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the documents containing the information specified in Part I of Form S-8 will be distributed as specified by Rule 428(b)(1) under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The U.S. Global Investors, Inc.'s ("U.S. Global's" or "Registrant's") Annual Report on Form 10-K for the year ended June 30, 1996, the Quarterly Report on Form 10-Q for the quarters ended September 30, 1996, and December 31, 1996, the July 10, 1996, and March 10, 1997, Current Reports on Form 8-K, the October 25, 1985, Form 8-A filed with the Securities and Exchange Commission by U.S. Global (Commission File Number 0-13928) pursuant to Section 13 of the Securities Exchange Act of 1934 ("Exchange Act") and the September 24, 1996, Report by Issuer of Securities Quoted on the NASDAQ Interdealer Quotation System on Form 10-C are incorporated herein by reference.
Each document filed by U.S. Global pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all shares offered hereunder have been sold or which deregisters all shares remaining unsold hereunder shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Required--class registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Required--no named expert nor counsel has an interest required to be disclosed under this item and none are employees of U.S. Global.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article 2.02(16) of the Texas Business Corporation Act (the "TBCA") empowers U.S. Global to indemnify directors, officers, employees and agents of U.S. Global and to purchase liability insurance for those persons to the extent permitted by Article 2.02-1 of the TBCA.
Article 2.02-1 of the TBCA in part provides that a corporation may indemnify its officers and directors for any liability if it is determined that such officer or director (i) conducted himself in good faith, (ii) reasonably believes, in the case of conduct in his official capacity as an officer or director, that his conduct was in the corporation's best interest, and in all other cases, that his conduct was at least not opposed to the corporation's best interest, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. These determinations must be made (i) by a majority vote of a quorum consisting of the directors who at the time of the vote are not named defendants or respondents in the proceeding, (ii) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who, at the time of the vote, are not named defendants or respondents in the proceeding, (iii) by special legal counsel selected by the Board of Directors or a committee of the Board by a vote as set forth in (i) or (ii) above, or, if such a quorum cannot be obtained and such a committee vote cannot be established, by a majority vote of all directors, or (iv) by the shareholders in a vote that excludes the shares that are held by directors and officers who are named defendants or respondents in the proceeding.
Under Article 2.02-1 of the TBCA, an officer or a director may be
indemnified against judgments, penalties (including excise and similar taxes),
fines, settlements, and reasonable expenses actually incurred by the officer or
director in connection with the proceeding, but if the officer or director is
found liable to the corporation or is found liable on the basis that personal
benefit was improperly received by the officer or director, the indemnification
(i) is limited to reasonable expenses actually incurred by the officer or
director in connection with the proceeding, and (ii) shall not be made in
respect of any proceeding in which the officer or director shall have been found
liable for willful or intentional misconduct in the performance of his duty to
the corporation. The termination of a proceeding by judgment, order, settlement,
or conviction, or upon a plea nolo contendere or its equivalent is not of itself
determinative that the officer or director did not meet the requirements set
forth above. An officer or director shall be deemed to have been found liable in
respect of any claim, issue or matter only after the officer or director shall
have been so adjudicated by a court of competent jurisdiction after exhaustion
of all appeals therefrom.
Article 2.02-1 of the TBCA further authorizes a corporation to pay the reasonable expenses incurred by an officer or director in advance of the final disposition of such proceeding if the corporation receives a written affirmation by the officer or director of his good faith belief that he has met the standard of conduct necessary for indemnification as well as a written undertaking to repay the amount paid by the corporation if it is ultimately determined that the officer or director has not met the requirements for indemnification. In addition, Article 2.02-1 of the TBCA empowers a corporation to indemnify and advance reasonable expenses to an employee, agent and certain other persons to the same extent it may indemnify in advance expenses to officers and directors. Finally, Article 2.02-1 of the TBCA empowers a corporation to purchase and maintain insurance on behalf of directors, officers, employees, agents and certain other persons against any liability asserted against such persons, whether or not the corporation would have the power to indemnify such persons against that liability under Article 2.02-1 of the TBCA.
Under U.S. Global's Bylaws, U.S. Global shall, to the fullest extent to which it is empowered to do so by the TBCA or any other applicable laws as may from time to time be in effect, indemnify any person who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of U.S. Global or is or was serving at the request of U.S. Global as a director, officer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. U.S. Global's obligations under its Bylaws include, but are not limited to, the convening of a meeting and the consideration of any matter thereby, required by statute in order to determine the eligibility of an officer or director for indemnification. U.S. Global's obligation to indemnify and prepay expenses under its Bylaws shall arise, and all rights granted to directors, officers, employees or agents thereunder shall vest, at the time of the occurrence of the transaction or event to which such action, suit or proceeding relates, or at the time that the action or contact to which such action, suit or proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such action, suit or proceeding is first threatened, commenced or completed.
Accordingly, under U.S. Global's Bylaws, no action taken by U.S. Global, either by amendment of its Bylaws or its Articles of Incorporation or otherwise, shall diminish or adversely affect any rights to indemnification or prepayment of expenses granted under U.S. Global's Bylaws which have become vested prior to the date that such amendment or corporation action is taken. Further, under U.S. Global's Bylaws the Board of Directors has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not U.S. Global would have the power to indemnify him against such liability under the provisions of the TBCA, U.S. Global's Article of Incorporation or U.S. Global's Bylaws.
U.S. Global has purchased liability insurance policies covering its directors and officers to provide protection where U.S. Global cannot legally indemnify a director or officer and where a claim arises under the Employee Retirement Income Security Act of 1974 against a director or officer based on an alleged breach of fiduciary duty or other wrongful act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No exemption has been relied upon.
ITEM 8. EXHIBITS.
(4) U.S. Global Investors, Inc. 1997 Non-Qualified Stock Option Plan--filed herewith.
(5) Opinion regarding legality -- filed here with.
(23)(a) Consent of Independent Accountants -- Price Waterhouse LLP -- filed herewith.
(23)(b) Consent of Counsel -- filed herewith as part of Exhibit 5 above.
(24) Powers of Attorney -- filed herewith as part of the signature page.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement:
(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 this 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 the undertakings set forth in paragraphs (i) and (ii) above 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 Exchange Act that are incorporated by reference in this 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) That, for the 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 Exchange Act that is incorporated by reference in the Registration Statement 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.
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and 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 is against public policy as expressed in the Act 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 of 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 Act and will be governed by the final adjudication of such issue.
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Frank E. Holmes, Bobby D. Duncan, Susan B. McGee, Thomas D. Tays, and Charles W. Lutter, Jr. and each of them acting singularly, as our true and lawful attorneys-in-fact, with full powers to them and each of them to sign for us, in our names in the capacities indicated below, the Registration Statement on Form S-8 of U.S. Global Investors, Inc. and any and all amendments thereto or any related document required therewith, with the Securities and Exchange Commission, granting upon said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, U.S. Global Investors, Inc. 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 the 15th, day of April, 1997.
U.S. GLOBAL INVESTORS, INC.
(Registrant)
By: /s/Frank E. Holmes -------------------------- Frank E. Holmes, President |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ Frank E. Holmes
- -------------------------- Chairman of the Board, April 15, 1997
Frank E. Holmes Chief Executive
Officer, President,
Chief Operating Officer
Chief Financial Officer
/s/ Victor Flores
- -------------------------- Executive Vice President, April 15, 1997
Victor Flores Chief Investment Officer
and Director
/s/ Kevin C. White
- -------------------------- Chief Accounting Officer April 15, 1997
Kevin C. White
/s/ Bobby D. Duncan
- -------------------------- Executive Vice President, April 15, 1997
Bobby D. Duncan Strategic Development and
Special Projects, Director
/s/ Jerold H. Rubinstein
- -------------------------- Director April 15, 1997
Jerold H. Rubinstein
/s/ Roy D. Terracina
- -------------------------- Director April 15, 1997
Roy D. Terracina
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT (4) U.S. Global Investors, Inc. 1997 Non-Qualified Stock Option Plan (5) Opinion Regarding Legality. (23)(a) Consent of Independent Accountants -- Price Waterhouse LLP. (23)(b) Consent of Counsel -- filed herewith as part of Exhibit 5. (24) Powers of Attorney -- filed herewith on signature page. |
U.S. GLOBAL INVESTORS, INC.
1997 STOCK OPTION PLAN
Section 1. Purposes.
The purposes of the U.S. Global Investors, Inc. 1997 Non-Qualified Stock Option Plan (the "Plan") are (i) to provide incentives to directors, executives and other key salaried employees of the Company upon whose judgment, initiative and efforts the long-term growth and success of the Company are largely dependent; (ii) to assist the Company in attracting and retaining key employees of proven ability; and (iii) to increase the identity of interests of such key employees with those of the Company's shareholders by providing such employees options to acquire Shares of the Company and Stock Appreciation Rights.
Section 2. Definitions.
(a) "Acquisition Transaction" means (i) the merger or consolidation of the Company into or with another corporation, if the Company will not be the surviving corporation or will become a subsidiary of another corporation, (ii) the sale of all or substantially all of the assets of the Company, or (iii) the liquidation of the Company.
(b) "Affiliate" means a person, corporation or other entity controlling, controlled by or under common control with the Company.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Committee referred to in Section 4.
(f) "Company" means U.S. Global Investors, Inc.; when used in the Plan with reference to employment, "Company" shall include any Subsidiary of the Company.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(h) "Fair Market Value" means the fair market value of a Share as determined by the Committee, based on quoted market prices (if any).
(i) "Nonstatutory Option" means an option granted under the Plan which by its term does not qualify as an Incentive Stock Option under Section 422 of the Code.
(j) "Qualified Domestic Relations Order" means a qualified domestic relations order as defined in the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act, or the rules thereunder.
(k) "Share" or "Shares" means the shares of the Company's non-voting Class A Common Stock, with par value of $0.05 per share.
(l) "Stock Appreciation Right" means the right defined in Section 9.
(m) "Subsidiary" means any company more than 50% of the voting stock of which is owned or controlled, directly or indirectly, by the Company.
(n) "Tax Date" means the date as of which the amount of a withholding tax payment with respect to the exercise of an option is calculated.
Section 3. Shares Subject to the Plan.
The maximum number of Shares that may be issued under the Plan is 200,000, subject to the adjustment provided in Section 11. Such Shares may be either authorized and unissued or treasury Shares. Any Shares subject to an option which for any reason has terminated or expired or has been cancelled prior to being fully exercised may again be subject to option under the Plan. Shares covered by an option as to which option rights have terminated by reason of the exercise of a Stock Appreciation Right may again be subject to option under the Plan.
Section 4. Administration.
The Plan shall be administered by a Committee of the Board, which shall be comprised of not less than two persons who qualify as "disinterested persons" within the meaning of Rule 16b-3 (or any successor provision) adopted under the Exchange Act.
The Committee shall have and exercise all the power and authority granted to it under the Plan. Subject to the provisions of the Plan, the Committee shall in its sole discretion determine the persons [from the class described in Subsection 5(a)] to whom, and the times at which, options shall be granted; whether and to what extent any option which is granted shall be accompanied by Stock Appreciation Rights; the number of Shares to be subject to each option and each Stock Appreciation Right; the option price per Share; and the duration and other terms of each option. The Committee shall also interpret the Plan, prescribe, amend and rescind rules and regulations relating to the Plan, and make all other determinations necessary or advisable for the administration of the Plan, and such determinations shall be conclusive. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at a meeting at which a quorum is present, or acts reduced to or approved in writing by all members of the Committee, shall be acts of the Committee.
Section 5. Eligibility.
(a) Grant of Options. The Committee may grant one or more Nonstatutory Options to any director, executive or other key salaried employee of the Company.
(b) Grant of Stock Appreciation Rights. Any option or portion thereof granted under the Plan may include a Stock Appreciation Right. Such right may be granted at the time the option is granted, or it may be granted in respect of an outstanding option at any time prior to its exercise, cancellation, termination or expiration.
(c) Grant of Options and Stock Appreciation Rights to Committee Members. Each member of the Committee shall, for fiscal years commencing after June 30, 1997, at the end of each fiscal year, receive a Nonstatutory Option with related Stock Appreciation Rights. The number of Shares covered by such grants shall be the sum of two hundred (200) shares for each Board of Directors meeting attended plus one hundred (100) shares for each Board of Directors meeting attended in person. The Fair Market Value assigned to such grants shall be based on quoted market prices on the last trading day of the fiscal year.
Section 6. Options and Option Terms.
(a) Option Agreement. The terms of each option granted under the Plan shall be set forth in a written stock option agreement approved by the Committee.
(b) Terms of All Options. The following terms and provisions shall apply to all options granted under the Plan:
(1) No option may be granted under the Plan at a purchase price per Share (the "Option Price") which is less than the Fair Market Value of a Share on the date the option is granted.
(2) No option may be exercised in less than six months or more than ten years after the date of grant of the option.
(3) At the time an option is granted, the Committee may provide that the option may be exercised in full or in part only after the passage of a specified period or periods of time following the date of grant or only if specified conditions have been satisfied.
(4) Except as provided in Subsections 6(b)(5) and 6(b)(6), an option may be exercised only if the optionee has been continuously employed by the Company since the date of grant of the option. Whether authorized leave of absence or absence for military or governmental service shall constitute a termination of employment shall be determined by the Committee.
(5) At the time an option is granted, or at such other time as the Committee may determine, the Committee may provide that, if the holder of the option ceases to be employed by the Company for any reason (including retirement or disability) other than death, the option will continue to be exercisable by the holder for such additional period (not to exceed the remaining term of such option) after such termination of employment as the Committee may provide.
(6) At the time an option is granted, or at such other time as the Committee may determine, the Committee may provide that, if the holder of the option dies while employed by the Company or while entitled to the benefits of any additional exercise period established by the Committee with respect to such option in accordance with Section 6(b)(5), then the option will continue to be exercisable (to the extent it was exercisable on the date of death) by the person or persons (including the holder's
estate) to whom the holder's rights with respect to such option have passed
by will or by the laws of descent and distribution or, if permitted by
Section 10, the holder's designated beneficiary, for such additional period
after death (not to exceed the remaining term of such option) as the
Committee may provide.
(7) In the event any Acquisition Transaction is authorized or approved by either the Board or the shareholders of the Company, the Committee shall have the authority in its sole discretion to cancel, effective upon not less than 30 days' notice, any option granted under the Plan. Promptly after such cancellation, the Company shall pay in cash to the holder of each cancelled option an amount equal to the excess of the aggregate Fair Market Value on the effective date of such cancellation of the Shares then subject to the option (whether or not the option is then fully exercisable) over the aggregate Option Price of such Shares.
(8) At the time an option is granted, the Committee may provide for any restrictions or limitations on the exercise of the option and/or on the transferability of the Shares issuable upon the exercise of such option, or specify other terms, conditions and restrictions in addition to those set forth herein, as it may deem appropriate.
(9) Subject to the ten-year limitation set forth in Section 6(b)(2),
the Committee may waive or modify at any time, either before or after the
granting of an option, any condition, limitation or restriction with
respect to the exercise of such option imposed by or pursuant to this
Section 6 in such circumstances as the Committee may, in its discretion,
deem appropriate; provided, however, that any such waiver or modification
with respect to an outstanding option shall be subject to the same
limitations applicable to amendments to outstanding options, as set forth
in Section 6(b)(10).
(10) Subject to the terms and provisions of the Plan, the Committee may amend any outstanding option; provided, however, that (i) no such amendment may reduce the Option Price of the option (except to set forth an adjustment in the Option Price made pursuant to Section 11) or extend the maximum term during which the option, if fully vested, may be exercised, and (ii) if the amendment would adversely affect the rights of the holder of the option, the consent of such holder to such amendment must be obtained.
Section 7. Procedure for Exercise of Options; Payment.
An option granted under the Plan may be exercised in full or in part (but for full Shares only) by the optionee (or other person specifically permitted under this Plan and the option to exercise the option) giving written notice of exercise to the Committee or to an officer of the Company designated by the Committee. The Option Price for the Shares purchased shall be paid in full at the time such notice is given. An option shall be deemed exercised on the date the Committee receives written notice of exercise, together with full payment for the Shares purchased. The Option Price shall be paid to the Company in cash.
Section 8. Tax Withholding.
In addition to payment of the Option Price, the optionee shall give the Company the amount of money on the Tax Date equal to all or any part of the federal, state and local withholding tax payments (whether mandatory or permissive) to be made on behalf of the holder with respect to the exercise of the option (up to a maximum amount determined by the holder's top marginal tax rate).
Section 9. Stock Appreciation Rights.
(a) Definition. "Stock Appreciation Right" means the right of an optionee to surrender his right to purchase all or any portion of the Shares which he is then eligible to purchase under his option (such Shares being herein referred to as "Unpurchased Shares") and to receive from the Company, without payment to the Company, cash equal to the excess of the Fair Market Value of the Unpurchased Shares on the date the optionee exercises his option for this purpose over the aggregate Option Price of the Unpurchased Shares. An exercise of a Stock Appreciation Right is void and of no effect if such exercise does not comply with the restrictions set forth in Subsection 9(b).
(b) Restrictions on Exercise. Subject to the further limitations hereinafter set forth, a Stock Appreciation Right shall be exercisable only at such times as the related option is exercisable (and to the extent that the related option is then exercisable) and only at such times that the Fair Market Value of a Share exceeds the Option Price under the related option. Provided the conditions in the preceding sentence are satisfied and unless otherwise determined by the Committee, an optionee may elect to exercise his Stock Appreciation Right (or any portion thereof) only during the period beginning on the third business day following the date the Company releases for publication its latest quarterly or latest annual summary of its sales and earnings and ending on the twelfth business day following such date; provided, however, that, unless otherwise determined by the Committee, any such exercise shall be valid only if the Committee consents in writing to the exercise of the right within 45 days after the optionee's exercise. In the event the Committee does consent, the right shall be deemed to have been validly exercised as of the date the optionee exercised his right. The Committee shall be deemed to have disapproved of any exercise of the right if it does not grant any required consent thereto within 45 days after the exercise by the optionee. In the event the Committee does not grant any required consent to an exercise of a Stock Appreciation Right, the purported exercise shall be void and of no effect.
(c) Cancellation. The right of an optionee to exercise a Stock Appreciation Right shall be cancelled if and to the extent the related option is exercised. The right of an optionee to exercise an option shall be cancelled if and to the extent that Shares covered by such option are used to calculate cash received upon the exercise of a related Stock Appreciation Right.
(d) Procedure for Exercise. An optionee shall exercise a Stock Appreciation Right by giving written notice of such exercise, specifying the number of Shares as to which the right is exercised, to the Committee or to an officer of the Company designated by the Committee. Provided the exercise is valid and in accordance with the terms of the Plan, the
Company shall, promptly after the Committee consents to such exercise in writing, deliver or pay to the optionee the cash to which he is entitled.
Section 10. Non-Transferability.
Options and Stock Appreciation Rights may not be sold, pledged, assigned, hypothecated, or transferred other than by will or the laws of descent and distribution. Nonstatutory Options and related Stock Appreciation Rights may also be transferred pursuant to a Qualified Domestic Relations Order. Options and Stock Appreciation Rights may be exercised during the lifetime of the optionee only by such optionee or by his legal representative or, in the case of Nonstatutory Options and related Stock Appreciation Rights, the transferee under a Qualified Domestic Relations Order.
Section 11. Adjustments Upon Changes in Capitalization.
In the event of a change in outstanding Shares by reason of a Share dividend, recapitalization, merger, consolidation, split-up, combination or exchange of shares, or the like, the maximum number of Shares subject to option during the existence of the Plan, the number of Shares subject to each outstanding option and any related Stock Appreciation Right, and the Option Price of each outstanding option shall be appropriately adjusted by the Committee, whose determination in each case shall be conclusive.
Section 12. Conditions Upon Granting of Options and Stock Appreciation Rights and Issuance of Shares.
No option or Stock Appreciation Right shall be granted and Shares shall not be issued upon the exercise of an option unless the grant of options or the Stock Appreciation Right, the exercise of such option or Stock Appreciation Right, and the issuance and delivery of Shares or cash pursuant thereto shall comply with all relevant provisions of state and federal law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or trading system upon which the Shares may then be listed or traded.
Section 13. Amendment and Termination of Plan.
(a) Amendment. The Board may from time to time amend the Plan, or any provision thereof, in such respects as the Board may deem advisable except that, other than with the approval of the shareholders of the Company:
(1) the maximum number of Shares that may be optioned under the Plan cannot be increased except in accordance with Section 11;
(2) the class of employees eligible for the grant of options may not be changed;
(3) no option may be granted under the Plan at an Option Price which is less than the Fair Market Value of a Share on the date the option is granted; and
(4) no option may be granted that is exercisable more than ten years after the date of grant of the option.
(b) Termination. The Board may at any time terminate the Plan.
(c) Effect of Termination. Any termination of the Plan shall not adversely affect any option or Stock Appreciation Right previously granted and such option or Stock Appreciation Right shall remain in full force and effect as if the Plan had not been terminated.
Section 14. Notices.
Each notice relating to the Plan shall be in writing and delivered in person or by first class mail (which may, but need not, be certified or registered mail) to the proper address. Each notice shall be deemed to have been given on the date of actual receipt. Each notice to the Company shall be addressed as follows: Stock Option Committee, c/o Corporate Secretary, U.S. Global Investors, Inc., 7900 Callaghan Road, San Antonio, Texas 78229. Each notice to a holder of an option or other person then entitled to exercise an option shall be addressed to such holder or other person at the holder's address shown on the records of the Company. Anyone to whom a notice may be given under this Plan may designate a new address by written notice to the other party to that effect.
Section 15. Employment.
Neither the Plan nor the grant or award of any option under the Plan shall confer upon any employee the right to continued employment with the Company or affect in any way the right of the Company to terminate the employment of an employee at any time and for any reason.
Section 16. Savings Provisions.
With respect to persons subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or any successor rule promulgated under the Exchange Act. To the extent any provision of the Plan or action by the Board or the Committee fails to comply with said law or with any other regulatory scheme or is otherwise found to be illegal or unforeseeable, it shall be deemed null and void, and the balance of the Plan or action by the Board or the Committee shall remain valid to the extent permitted by law and/or deemed advisable by the Board or the Committee.
Section 17. Shareholder Approval.
The Plan shall become effective upon its approval by the affirmative vote of the holders of a majority of the Company's voting shares, Class C Common Stock. Prior to the time such approval is obtained, the Committee may grant Options under the Plan so long as (i) no such Option will become exercisable prior to such shareholder approval, and (ii) all such Options will terminate if such shareholder approval is not obtained within one year after the date of the grant.
Section 18. Governing Law.
The Plan, and any and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Texas.
April 7, 1997
Board of Directors
U.S. Global Investors, Inc.
Dear Sirs:
I have acted as counsel to U.S. Global Investors, Inc., a Texas corporation ("U.S. Global"), in connection with the U.S. Global 1997 Non-Qualified Stock Option Plan (the "Plan") and the preparation of U.S. Global's Registration Statement on Form S-8 being filed with the Securities and Exchange Commission in connection therewith.
Please be advised that I have examined such proceedings and records of U.S. Global, and have made investigation of such other matters, as in my judgment permits me to render an informed opinion on the matters set forth herein. Based upon the foregoing, it is my opinion that:
(i) U.S. Global is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas, with full power to issue and sell shares of its Class A Common Stock pursuant to the Plan.
(ii) The shares of U.S. Global's Class A Common Stock to be issued by U.S. Global pursuant to the Plan have been duly authorized and, when issued and paid for in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.
I consent to the use of this opinion as an exhibit to U.S. Global's Registration Statement on Form S-8 and to the use of my name in the Registration Statement and Plan disclosure documents.
Sincerely,
/S/ CHARLES W. LUTTER, JR. Charles W. Lutter, Jr. CWL:pme |
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 our report dated September 26, 1996, which appears on page 21 of the fiscal 1996 Annual Report to Shareholders of U.S. Global Investors, Inc., which is incorporated by reference in U.S. Global Investors, Inc. Annual Report on Form 10-K for the year ended June 30, 1996.
PRICE WATERHOUSE LLP
San Antonio, Texas
April 22, 1997