As filed with the Securities and Exchange Commission on February 4, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Royal Gold, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 84-0835164 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
1144 15th Street, Suite 2500
Denver, Colorado 80202
(Address, including zip code, of principal executive offices)
ROYAL GOLD DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
Margaret McCandless
Assistant General Counsel, Chief Compliance Officer, and Corporate Secretary
Royal Gold, Inc.
1144 15th Street, Suite 2500
Denver, Colorado 80202
303-573-1660
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Paul Hilton, Esq.
Hogan Lovells US LLP
1601 Wewatta Street, Suite 900
Denver, Colorado 80202
Telephone: (303) 899-7300
Facsimile: (303) 899-7333
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.
| Large accelerated filer þ | 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 Securities Act. ¨
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee (2) |
| Deferred Compensation Obligations (1) | $12,000,000 | 100% | $12,000,000 | $1,309.20 |
| (1) | The Deferred Compensation Obligations are unsecured obligations of Royal Gold, Inc. (the “Registrant”) to pay deferred compensation in accordance with the terms of the Royal Gold Deferred Compensation Plan for Non-Employee Directors (the “Plan”). |
| (2) | Calculated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended. |
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed in order to register an additional $12,000,000 of Deferred Compensation Obligations of the Registrant under the Plan, which are securities of the same class and relate to the same employee benefit plan as those deferred compensation obligations registered on the Registrant’s registration statement on Form S-8 previously filed with the Securities and Exchange Commission (the “SEC”) on July 20, 2017 (Registration No. 333-219378), which is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the SEC are hereby incorporated by reference in this Registration Statement:
| (a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020, filed with the SEC on August 6, 2020; |
| (b) | The Registrant’s Quarterly Reports on Forms 10-Q for the fiscal quarter ended September 30, 2020, filed with the SEC on November 5, 2020, and the fiscal quarter ended December 31, 2020, filed with the SEC on February 4, 2021; and |
| (c) | The Registrant’s Current Reports on Forms 8-K filed with the SEC on September 17, 2020, September 30, 2020, October 1, 2020, and November 19, 2020. |
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date hereof (excluding any documents or portions of such documents that have been “furnished” but not “filed” for purposes of the Exchange Act), and prior to the filing of a post-effective amendment that indicates that all the securities offered hereby have been sold or that deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
Any statement contained in this registration statement or in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this registration statement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 8. Exhibits
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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 Denver, State of Colorado, on the 4th day of February, 2021.
| ROYAL GOLD, INC. | ||
| By: | /s/ William Heissenbuttel | |
| Name: | William Heissenbuttel | |
| Title: | President, Chief Executive Officer and Director | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul Libner and Margaret McCandless, and each of them, their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign, execute and file with the Securities and Exchange Commission (or any other governmental or regulatory authority), for us and in our names in the capacities indicated below, a registration statement on Form S-8 (including all amendments thereto) with all exhibits and any and all documents required to be filed with respect thereto, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and to perform each and every act and thing necessary or desirable to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as they themselves might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, 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 dates indicated.
| Signature | Title | Date | ||
| /s/ William Heissenbuttel | President, Chief Executive Officer and Director (Principal Executive Officer) | February 4, 2021 | ||
| William Heissenbuttel | ||||
| /s/ Paul Libner | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | February 4, 2021 | ||
| Paul Libner | ||||
| /s/ William Hayes | Chairman | February 4, 2021 | ||
| William Hayes | ||||
| /s/ Fabiana Chubbs | Director | February 4, 2021 | ||
| Fabiana Chubbs | ||||
| /s/ C. Kevin McArthur | Director | February 4, 2021 | ||
| C. Kevin McArthur | ||||
| /s/ Jamie Sokalsky | Director | February 4, 2021 | ||
| Jamie Sokalsky | ||||
| /s/ Ronald Vance | Director | February 4, 2021 | ||
| Ronald Vance | ||||
| /s/ Sybil Veenman | Director | February 4, 2021 | ||
| Sybil Veenman |
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