GOLDEN STAR RESOURCES LTD. FORM S-3ASR (Automatic shelf registration statement of securities of well-known seasoned issuers) Filed 12/21/07 Telephone 416 583 3800 CIK 0000903571 Symbol GSS SIC Code 1040 - Gold And Silver Ores Industry Gold & Silver Sector Basic Materials Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents As filed with the Securities and Exchange Commission on December 21. 2007 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 98 -0101955 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Thomas G. Mair, Senior Vice President and Chief Financial Officer Golden Star Resources Ltd. 10901 West Toller Drive, Suite 300 10901 West Toller Drive, Suite 300 Littleton, Colorado 80127-6132 Littleton, Colorado 80127-6132 (303) 830-9000 (303) 830-9000 (Address, including zip code, and telephone number, including (Name, address, including zip code, and telephone number, area code, of principal executive offices) including area code, of agent for service) With Copies To Michelle H. Shepston Katelin R. Oakley 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. 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. 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. 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. If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. CALCULATION OF REGISTRATION FEE Proposed Amount of Proposed Maximum Registration Amount to be Maximum Aggregate Title of Each Class of Securities to be Registered Registered Offering Price Offering Price Fee 4.0% Convertible Senior Unsecured Debentures due November 30, 125,000,000 2012 $ (1 ) 100 %(2) $ 125,000,000 $ 3,837.50 Common Shares, no par value per share 32,772,513 (3 ) — — —(4 ) Rights to Purchase Common Shares (5) — — — — (1) Equals the aggregate principal amount of the Company ’s 4.0% Convertible Senior Unsecured Debentures due November 30, 2012, originally issued on November 8, 2007. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (3) The number of shares being registered represents the number of common shares that may be issued upon conversion of the debentures registered hereby, at a rate of 200.0 common shares per $1,000 original principal amount of debentures including additional common shares which may be issued in the event of certain change of control transactions. Pursuant to Rule 416 under the Securities Act, the number of common shares registered hereby shall include an indeterminate number of common shares that may be issued as a result of splits, dividends, recapitalizations, or similar events. (4) The common shares issuable upon conversion of the debentures will be issued for no additional consideration, and therefore no registration fee will be required pursuant to Rule 457(i). (5) The Rights are attached to and tradeable with the common shares. The value attributable to the Rights, if any, is reflected in the value of the common shares. Table of Contents Golden Star Resources Ltd. $125,000,000 4.0% Convertible Senior Unsecured Debentures due November 30, 2012 This prospectus relates to resales of our 4.0% Convertible Senior Secured Debentures due November 30, 2012 issued in a private offering on November 8, 2007 and 32,772,513 of our common shares, no par value per share, issuable upon conversion of the debentures, including common shares issuable upon conversion in the event of certain change of control transactions, plus an indeterminate number of additional common shares that may be issued from time to time upon conversion of the debentures as a result of certain adjustments described in this prospectus. The debentures and the common shares may be sold from time to time by and for the account of the selling securityholders named in this prospectus or in supplements to this prospectus. See “Selling Securityholders” on page 25 for additional information on the selling securityholders. The selling securityholders may sell all or a portion of the debentures or the common shares from time to time in market transactions, in negotiated transactions or otherwise, and at prices and terms which will be determined by the then prevailing market price for the debentures or common shares at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution” on page 28 for additional information on the methods of sale. We will not receive any of the proceeds from the sale of the debentures or the common shares offered by the selling securityholders. The selling securityholders will receive all proceeds from the sale of the debentures or the common shares being registered in this registration statement. The debentures bear interest at the rate of 4.0% per year on the principal amount from November 8, 2007 or from the most recent date to which interest has been paid or provided for. Interest is payable semiannually in arrears on May 31 and November 30 of each year, beginning on May 31, 2008, unless the debentures are earlier converted. Holders may convert all or a portion of their debentures into common shares of Golden Star Resources Ltd. prior to stated maturity. The initial conversion rate is 200.0 common shares per $1,000 principal amount of the debentures. The conversion rate will be subject to adjustment in some events but will not be adjusted for accrued and unpaid interest. Upon the occurrence of certain change of control transactions, holders may require us to purchase the debentures for cash at a price equal to 101% of the principal amount plus accrued and unpaid interest. If 10% or more of the fair market value of any such change of control transaction consists of cash, the holders may convert their debentures and receive a number of additional common shares (determined by reference to the date of the conversion and the market price of Golden Star’s common shares) in addition to the common shares otherwise issuable upon conversion. On maturity, we may, at our option, satisfy our repayment obligation by paying the principal amount of the debentures in cash or, subject to certain limitations, by issuing that number of our common shares obtained by dividing the principal amount of the debentures outstanding by 95% of the weighted average trading price of our common shares on the American Stock Exchange for the 20 consecutive trading days ending five trading days preceding the maturity date. If we elect to repay the principal amount of the debentures at maturity by issuing common shares, but are limited under the terms of the debentures from issuing a number of common shares sufficient to fully repay the debentures outstanding at maturity, we will pay the balance owing in cash, based on the difference between the principal amount of the debentures outstanding and the value of the common shares, based on the market price of the common shares delivered in repayment of the debentures, if any. The debentures are direct senior unsecured obligations and will rank equally and notably with all other senior unsecured indebtedness and senior to all subordinated indebtedness of Golden Star. However, the notes are effectively subordinated to all existing and future secured debt of Golden Star, to the extent of the security on such other indebtedness and to all existing and future obligations of the subsidiaries of Golden Star. The debentures issued in the private offering are eligible for trading in the PORTAL (SM) market of the Financial Industry Regulatory Authority, Inc. Debentures sold using this prospectus, however, will no longer be eligible for trading in the PORTAL market. We do not intend to list the debentures on any other national securities exchange or automated quotation system. Our common shares are traded on the American Stock Exchange under the symbol “GSS” and on the Toronto Stock Exchange under the symbol “GSC.” On December 17, 2007, the closing price for our common shares on the American Stock Exchange was $3.04 per share and the closing price on the Toronto Stock Exchange was Cdn$2.93 per share.