UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 26, 2008
Royal Gold, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-13357
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84-0835164 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
1660
Wynkoop Street, Suite 1000, Denver, CO 80202
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: 303-573-1660
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 26, 2008 Royal Gold, Inc. (the “Company”) filed a Certificate of Elimination (the
“Certificate of Elimination”) with the Secretary of State of the State of Delaware
effecting the elimination of its 7.25% Mandatory Convertible Preferred Stock (“Mandatory
Convertible Preferred Stock”). All issued and outstanding shares of the Mandatory Convertible
Preferred Stock were converted into shares of the Company’s common stock on March 10, 2008. Cash
was paid in lieu of the issuance of fractional shares of the Company’s common stock. The
Certificate of Elimination eliminated the previous designation of 1,150,000 shares of Mandatory
Convertible Preferred Stock, none of which were outstanding at the time of filing, and upon such
elimination, caused such shares of the Mandatory Convertible Preferred Stock to resume their status
as undesignated shares of preferred stock of the Company.
A copy of the Certificate of Elimination is attached as Exhibit 3.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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3.1 |
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Certificate of Elimination of 7.25% Mandatory Convertible Preferred Stock |