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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 2005
Commission file number 1-12284
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 Identification No.)
Incorporation or Organization)
10901 West Toller Drive, Suite 300
Littleton, Colorado 80127-6312
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (303) 830-9000
Securities registered or to be registered pursuant to Section 12 (b) of the Act:
Title of Each Class Name of each exchange on which registered
Common Shares American Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Warrants Issued February 2003
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes _X__ No ___
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No _X__
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Act") during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X__ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form l0-K. ___
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. (See definition of "accelerated
filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act).
(Check one): Large accelerated filer: ___ Accelerated filer: _X__
Non-accelerated filer: ___
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes ___ No _X_
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant was approximately $437 million as of June 30,
2005, based on the closing price of the shares on the American Stock Exchange of
$3.10 per share.
Number of Common Shares outstanding as at March 27, 2006: 207,265,758
1
EXPLANATORY NOTE
Golden Star Resources Ltd. is filing this amendment to its Annual Report on Form
10-K, originally filed with the Securities and Exchange Commission ("SEC") on
March 29, 2006, for the purpose of refiling Exhibit 10.24 and filing Exhibits
21, 23.1 and 23.2, which were inadvertently omitted from the Form 10-K.
This Form 10-K/A only presents Item 15(b) of the original Form 10-K and the
Exhibits 10.24, 21, 23.1 and 23.2. No other Item or information in the original
Form 10-K is amended hereby. In addition, pursuant to the rules of the SEC,
Exhibits 31.1 and 31.2 have been updated to contain currently dated
certifications of Golden Star's Chief Executive Officer and Chief Financial
Officer.
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(b) Exhibits
3(i) Incorporating Documents of the Company, including: Articles of Arrangement
dated May 14, 1992, with Plan of Arrangement attached, with Certificate of
Amendment with respect thereto dated May 15, 1992; Certificate of Amendment
dated May 15, 1992, with Articles of Amendment; Certificate of Amendment
dated March 26, 1993, with Articles of Amendment; Articles of Arrangement
dated March 7, 1995, with Plan of Arrangement attached, with Certificate of
Amendment with respect thereto dated March 14, 1995; Certificate of
Amendment dated July 29, 1996, with Articles of Amendment; and Certificate
of Amendment dated July 10, 2002, with Articles of Amendment (all
incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on
January 23, 2003); Articles of Amendment dated May 6, 2005
3(ii) Bylaws of the Company, including: Bylaw Number One, amended and restated
as of April 3, 2002 (incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement on Form S-3 (Reg. No. 333-102225) filed on
December 27, 2002); Bylaw Number Two, effective May 15, 1992 (incorporated
by reference to Exhibit 4.2 to the Company's Form 8-K filed on January 23,
2003); and Bylaw Number Three, effective May 15, 1992 (incorporated by
reference to Exhibit 4.2 to the Company's Form 8-K filed on January 23,
2003)
4.1 Form of Specimen Certificate for Common Shares (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on Form S-3/A (Reg.
No. 333-91666) filed on July 15, 2002)
4.2 Amended and Restated Shareholder's Rights Plan dated as of May 20, 2004
between the Company and CIBC Mellon Trust Company, as rights agent
(incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed
June 3, 2004)
4.9 Warrant Indenture, dated as of February 14, 2003, between the Company and
CIBC Mellon Trust Company, including the Form of Warrant (incorporated by
reference to Exhibit 4.1 of the Company's Form 8-K filed on February 14,
2003)
4.11 Securities Purchase Agreement dated April 15, 2005 between the Company and
Amaranth LLC (incorporated by reference to Exhibit 4.1 to the Company's
Form 8-K filed on April 19, 2005)
107
4.12 Form of Senior Convertible Note dated April 15, 2005 (incorporated by
reference to Exhibit 4.2 to the Company's Form 8-K filed on April 19, 2005)
4.13 Registration Rights Agreement dated April 15, 2005 between the Company and
Amaranth LLC (incorporated by reference to Exhibit 4.3 to the Company's
Form 8-K filed on April 19, 2005)
4.14 Form of Warrant issued to warrantholders of St. Jude Resources Ltd.
(previously filed)
4.15 Form of Option issued to optionholders of St. Jude Resources Ltd.
(previously filed)
10.1 Summary of Executive Management Performance Bonus Plan (incorporated by
reference to Exhibit 10.1 of the Company's Form 8-K filed on January 23,
2003)
10.2 Second Amended and Restated 1997 Stock Option Plan, effective as of April
8, 2004 (incorporated by reference to Exhibit 10.2 to the Company's Form
10-K for the year ended December 31, 2004)
10.3 Form of Indemnification Agreement between the Company and its officers and
directors (incorporated by reference to Exhibit 10.3 of the Company's Form
8-K filed on January 23, 2003)
10.4 Employees' Stock Bonus Plan amended and restated to April 6, 2000
(incorporated by reference to Exhibit 10(j) to the Company's Form 10-K for
the year ended December 31, 2000)
10.5 Guyanor Ressources S.A. Stock Option Plan amended and restated as of June
15, 1999 (English translation) (incorporated by reference to Exhibit
10.35(a) to the Company's Form 10-K for the year ended December 31, 1999)
10.6 Amended and Restated Employment Agreement with Mr. Peter Bradford dated
April 30, 2004 (incorporation by reference to Exhibit 10.7 to the Company's
Form 10-K for the year ended December 31, 2004); Letter Agreement amending
Mr. Bradford's Amended and Restated Employment Agreement dated February 3,
2005 (incorporated by reference to the Company's Form 10-K for the year
ended December 31, 2004)
10.7 Amended and Restated Employment Agreement with Mr. Allan J. Marter dated
April 30, 2004 (incorporation by reference to Exhibit 10.8 to the Company's
Form 10-K for the year ended December 31, 2004)
10.8 Amended and Restated Employment Agreement with Dr. Douglas Jones dated
April 30, 2004 (incorporation by reference to Exhibit 10.9 to the Company's
Form 10-K for the year ended December 31, 2004)
10.9 Amended and Restated Employment Agreement with Mr. Bruce Higson-Smith dated
April 30, 2004 (incorporation by reference to Exhibit 10.10 to the
Company's Form 10-K for the year ended December 31, 2004)
10.10 Amended and Restated Employment Agreement with Mr. Richard Q. Gray dated
April 30, 2004 (incorporation by reference to Exhibit 10.11 to the
Company's Form 10-K for the year ended December 31, 2004)
10.11 Agreements between the Company and its outside directors granting them
options to purchase Guyanor Class "B" common shares, (1) dated December 8,
1995, and December 10, 1996 (incorporated by reference as Exhibit 10.39 to
the Company's Form 10-K for the year ended December 31, 1996), (2) dated
December 9, 1997 (incorporated by reference to Exhibit 10.39(a) to the
Company's Form 10-K for the year ended December 31, 1997), (3) dated
December 8, 1998 (incorporated by reference to Exhibit 10.39(b) to the
Company's Form 10-K for the year ended December 31, 1998), (4) dated June
15, 1999 (incorporated by reference to Exhibit 10.39(c) to the Company's
Form 10-K for the year ended December 31, 1999), and (5) dated August 16,
2001 (incorporated by reference to Exhibit 10.11 to the Company's Form 10-K
for the year ended December 31, 2002)
10.12 Agreement, dated November 16, 2001, between Bogoso Gold Limited and
Prestea Gold Resources Limited for the purchase of Prestea mining lease
rights and option payments (incorporated by reference to Exhibit 10.2 to
the Company's Form 8-K filed on March 6, 2002)
10.13 Guiana Shield Transaction Agreement with Cambior Inc. dated October 25,
2001 for the sale and swap of Golden Star's interest in Gross Rosebel and
other properties (incorporated by reference to Exhibit 10.3 to the
Company's Form 8-K filed March 6, 2002)
10.14 Mining lease, dated August 16, 1988, between the Government of the
Republic of Ghana and Canadian Bogosu Resources Limited, relating to the
Bogoso property (previously filed)
108
10.15 Mining lease, dated August 21, 1987, between the Government of the
Republic of Ghana and Canadian Bogosu Resources Limited, relating to the
Bogoso property (previously filed)
10.16 Mining lease, dated June 29, 2001, between the Government of the Republic
of Ghana and Bogoso Gold Limited, relating to the Prestea property
(incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed
on March 6, 2002)
10.17 Mining lease, dated September 17, 1992 between the Government of the
Republic of Ghana and Satellite Goldfields Limited, with letter dated April
25, 2002 form the Ministry of Mines consenting to assignment to Wexford
Goldfields Ltd., relating to the Wassa property (incorporation by reference
to Exhibit 10.26 to the Company's Form 10-K for the year ended December 31,
2004)
10.18 Mining lease dated June 29, 2001, between the Government of the Republic
of Ghana and Prestea Gold Resources, relating to the Prestea underground
property (incorporation by reference to Exhibit 10.27 to the Company's Form
10-K for the year ended December 31, 2004)
10.19 Joint Operating Agreement, dated January 31, 2002, between Bogoso Gold
Limited and Prestea Gold Resources Limited (incorporated by reference to
Exhibit 10.25 to the Company's Form 10-K for the year ended December 31,
2002)
10.20 Memorandum of Agreement, dated March 14, 2002, among Prestea Gold
Resources, Bogoso Gold Limited and others (incorporated by reference to
Exhibit 10.26 to the Company's Form 10-K for the year ended December 31,
2002)
10.21 Letter agreement between the Company and Guyanor Ressources S.A. dated
September 30, 2004 relating to sale of Gross Rosebel Participation Right
(incorporated by reference to Exhibit 10.30 to the Company's Form 10-K for
the year ended December 31, 2004)
10.22 Arrangement Agreement dated November 11, 2005 between the Company and St.
Jude Resources Ltd. (incorporated by reference to Exhibit 2.1 to the
Company's Form 8-K filed on November 17, 2005)
10.23 Executive Employment Agreement, dated July 1, 2002, between St. Jude
Resources Ltd. and Bluestar Management Inc. (previously filed)
10.24 License Agreement, dated June 28, 2004 between Biomin Technologies S.A.
and Bogoso Gold Limited; Addendum, dated June 30, 2005
14 Code of Ethics for Directors, Senior Executive and Financial Officers and
Other Executive Officers (previously filed)
21 Subsidiaries of the Company
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Colin Jones
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002) (previously filed)
32.2 Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002) (previously filed)
109
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.
GOLDEN STAR RESOURCES LTD.
Registrant
By: /s/ Roger Palmer
-------------------------------------------
Roger Palmer
Vice President, Finance
Date: March 30, 2006
110
EXHIBITS
3(i) Incorporating Documents of the Company, including: Articles of Arrangement
dated May 14, 1992, with Plan of Arrangement attached, with Certificate of
Amendment with respect thereto dated May 15, 1992; Certificate of Amendment
dated May 15, 1992, with Articles of Amendment; Certificate of Amendment
dated March 26, 1993, with Articles of Amendment; Articles of Arrangement
dated March 7, 1995, with Plan of Arrangement attached, with Certificate of
Amendment with respect thereto dated March 14, 1995; Certificate of
Amendment dated July 29, 1996, with Articles of Amendment; and Certificate
of Amendment dated July 10, 2002, with Articles of Amendment (all
incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on
January 23, 2003); Articles of Amendment dated May 6, 2005
3(ii) Bylaws of the Company, including: Bylaw Number One, amended and restated
as of April 3, 2002 (incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement on Form S-3 (Reg. No. 333-102225) filed on
December 27, 2002); Bylaw Number Two, effective May 15, 1992 (incorporated
by reference to Exhibit 4.2 to the Company's Form 8-K filed on January 23,
2003); and Bylaw Number Three, effective May 15, 1992 (incorporated by
reference to Exhibit 4.2 to the Company's Form 8-K filed on January 23,
2003)
4.1 Form of Specimen Certificate for Common Shares (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on Form S-3/A (Reg.
No. 333-91666) filed on July 15, 2002)
4.2 Amended and Restated Shareholder's Rights Plan dated as of May 20, 2004
between the Company and CIBC Mellon Trust Company, as rights agent
(incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed
June 3, 2004)
4.9 Warrant Indenture, dated as of February 14, 2003, between the Company and
CIBC Mellon Trust Company, including the Form of Warrant (incorporated by
reference to Exhibit 4.1 of the Company's Form 8-K filed on February 14,
2003)
4.11 Securities Purchase Agreement dated April 15, 2005 between the Company and
Amaranth LLC (incorporated by reference to Exhibit 4.1 to the Company's
Form 8-K filed on April 19, 2005)
4.12 Form of Senior Convertible Note dated April 15, 2005 (incorporated by
reference to Exhibit 4.2 to the Company's Form 8-K filed on April 19, 2005)
4.13 Registration Rights Agreement dated April 15, 2005 between the Company and
Amaranth LLC (incorporated by reference to Exhibit 4.3 to the Company's
Form 8-K filed on April 19, 2005)
4.14 Form of Warrant issued to warrantholders of St. Jude Resources Ltd.
(previously filed)
4.15 Form of Option issued to optionholders of St. Jude Resources Ltd.
(previously filed)
10.1 Summary of Executive Management Performance Bonus Plan (incorporated by
reference to Exhibit 10.1 of the Company's Form 8-K filed on January 23,
2003)
10.2 Second Amended and Restated 1997 Stock Option Plan, effective as of April
8, 2004 (incorporated by reference to Exhibit 10.2 to the Company's Form
10-K for the year ended December 31, 2004)
10.3 Form of Indemnification Agreement between the Company and its officers and
directors (incorporated by reference to Exhibit 10.3 of the Company's Form
8-K filed on January 23, 2003)
10.4 Employees' Stock Bonus Plan amended and restated to April 6, 2000
(incorporated by reference to Exhibit 10(j) to the Company's Form 10-K for
the year ended December 31, 2000)
10.5 Guyanor Ressources S.A. Stock Option Plan amended and restated as of June
15, 1999 (English translation) (incorporated by reference to Exhibit
10.35(a) to the Company's Form 10-K for the year ended December 31, 1999)
10.6 Amended and Restated Employment Agreement with Mr. Peter Bradford dated
April 30, 2004 (incorporation by reference to Exhibit 10.7 to the Company's
Form 10-K for the year ended December 31, 2004); Letter Agreement amending
Mr. Bradford's Amended and Restated Employment Agreement dated February 3,
2005 (incorporated by reference to the Company's Form 10-K for the year
ended December 31, 2004)
111
10.7 Amended and Restated Employment Agreement with Mr. Allan J. Marter dated
April 30, 2004 (incorporation by reference to Exhibit 10.8 to the Company's
Form 10-K for the year ended December 31, 2004)
10.8 Amended and Restated Employment Agreement with Dr. Douglas Jones dated
April 30, 2004 (incorporation by reference to Exhibit 10.9 to the Company's
Form 10-K for the year ended December 31, 2004)
10.9 Amended and Restated Employment Agreement with Mr. Bruce Higson-Smith dated
April 30, 2004 (incorporation by reference to Exhibit 10.10 to the
Company's Form 10-K for the year ended December 31, 2004)
10.10 Amended and Restated Employment Agreement with Mr. Richard Q. Gray dated
April 30, 2004 (incorporation by reference to Exhibit 10.11 to the
Company's Form 10-K for the year ended December 31, 2004)
10.11 Agreements between the Company and its outside directors granting them
options to purchase Guyanor Class "B" common shares, (1) dated December 8,
1995, and December 10, 1996 (incorporated by reference as Exhibit 10.39 to
the Company's Form 10-K for the year ended December 31, 1996), (2) dated
December 9, 1997 (incorporated by reference to Exhibit 10.39(a) to the
Company's Form 10-K for the year ended December 31, 1997), (3) dated
December 8, 1998 (incorporated by reference to Exhibit 10.39(b) to the
Company's Form 10-K for the year ended December 31, 1998), (4) dated June
15, 1999 (incorporated by reference to Exhibit 10.39(c) to the Company's
Form 10-K for the year ended December 31, 1999), and (5) dated August 16,
2001 (incorporated by reference to Exhibit 10.11 to the Company's Form 10-K
for the year ended December 31, 2002)
10.12 Agreement, dated November 16, 2001, between Bogoso Gold Limited and
Prestea Gold Resources Limited for the purchase of Prestea mining lease
rights and option payments (incorporated by reference to Exhibit 10.2 to
the Company's Form 8-K filed on March 6, 2002)
10.13 Guiana Shield Transaction Agreement with Cambior Inc. dated October 25,
2001 for the sale and swap of Golden Star's interest in Gross Rosebel and
other properties (incorporated by reference to Exhibit 10.3 to the
Company's Form 8-K filed March 6, 2002)
10.14 Mining lease, dated August 16, 1988, between the Government of the
Republic of Ghana and Canadian Bogosu Resources Limited, relating to the
Bogoso property (previously filed)
10.15 Mining lease, dated August 21, 1987, between the Government of the
Republic of Ghana and Canadian Bogosu Resources Limited, relating to the
Bogoso property (previously filed)
10.16 Mining lease, dated June 29, 2001, between the Government of the Republic
of Ghana and Bogoso Gold Limited, relating to the Prestea property
(incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed
on March 6, 2002)
10.17 Mining lease, dated September 17, 1992 between the Government of the
Republic of Ghana and Satellite Goldfields Limited, with letter dated April
25, 2002 form the Ministry of Mines consenting to assignment to Wexford
Goldfields Ltd., relating to the Wassa property (incorporation by reference
to Exhibit 10.26 to the Company's Form 10-K for the year ended December 31,
2004)
10.18 Mining lease dated June 29, 2001, between the Government of the Republic
of Ghana and Prestea Gold Resources, relating to the Prestea underground
property (incorporation by reference to Exhibit 10.27 to the Company's Form
10-K for the year ended December 31, 2004)
10.19 Joint Operating Agreement, dated January 31, 2002, between Bogoso Gold
Limited and Prestea Gold Resources Limited (incorporated by reference to
Exhibit 10.25 to the Company's Form 10-K for the year ended December 31,
2002)
112
10.20 Memorandum of Agreement, dated March 14, 2002, among Prestea Gold
Resources, Bogoso Gold Limited and others (incorporated by reference to
Exhibit 10.26 to the Company's Form 10-K for the year ended December 31,
2002)
10.21 Letter agreement between the Company and Guyanor Ressources S.A. dated
September 30, 2004 relating to sale of Gross Rosebel Participation Right
(incorporated by reference to Exhibit 10.30 to the Company's Form 10-K for
the year ended December 31, 2004)
10.22 Arrangement Agreement dated November 11, 2005 between the Company and St.
Jude Resources Ltd. (incorporated by reference to Exhibit 2.1 to the
Company's Form 8-K filed on November 17, 2005)
10.23 Executive Employment Agreement, dated July 1, 2002, between St. Jude
Resources Ltd. and Bluestar Management Inc. (previously filed)
10.24 License Agreement, dated June 28, 2004 between Biomin Technologies S.A.
and Bogoso Gold Limited; Addendum, dated June 30, 2005
14 Code of Ethics for Directors, Senior Executive and Financial Officers and
Other Executive Officers (previously filed)
21 Subsidiaries of the Company
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Colin Jones
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002) (previously filed)
32.2 Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002) (previously filed)
113