UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 14, 2009
ROYAL GOLD, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or other Jurisdiction
of Incorporation)
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001-13357
(Commission File Number)
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84-0835164
(I.R.S. Employer
Identification No.) |
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1660 Wynkoop Street, Suite 1000, Denver, CO
(Address of Principal Executive Offices)
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80202-1132
(Zip Code) |
Registrant’s telephone number, including area code: 303-573-1660
N/A
(Former name or former address, if changed from 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On Tuesday, April 14, 2009, Royal Gold announced that it completed its underwritten public
offering of 6,500,000 shares of its common stock, par value of $0.01 per share (“Common Stock”),
which was announced on April 6, 2009. The Company has granted the underwriters a 30-day option to
purchase up to 975,000 additional shares of Common Stock to cover over-allotments, if any. A copy
of the press release announcing the closing of the public offering is filed herewith as Exhibit
99.1 and incorporated into this Item 8.01 by reference.
On April 3, 2009, Royal Gold entered into a definitive agreement (“Master Agreement”) with
Compañía Minera Carmen de Andacollo (“CDA”), a Chilean subsidiary of Teck Cominco Limited (“Teck”),
to acquire an interest in the gold produced from the sulfide portion of the Andacollo project in
Chile (“the Teck Transaction”). This transaction was announced by Royal Gold on April 6, 2009.
The purchase price for the Teck Transaction of $100 million in cash and 4,454,136 shares of Common
Stock is subject to adjustment based on the closing of the public offering that is described above.
As a result of the closing of the public offering and pursuant to the Master Agreement, the stock
portion of the purchase price will be decreased to 1,204,136 shares and the cash portion of the
purchase price will be increased to $217.9 million.
If the underwriters’ over-allotment option is exercised before the closing of the Teck
Transaction, the total number of shares to be issued to CDA will be further decreased by 50% of the
number of shares, and the total cash payment to CDA will be increased by 50% of the amount of
proceeds (minus underwriting commissions and discounts) from the sale of the shares, issued in the
over-allotment exercise. If the over-allotment option is exercised in full before the closing of
the Teck Transaction, CDA will be issued a total of 716,636 shares and paid a total cash payment of
$235.6 million.
There can be no assurance the Teck Transaction will close. If the Teck Transaction does
close, the net proceeds of the offering will be used primarily to pay the cash portion of the
purchase price. If the transaction does not close, the net proceeds will be used for general
corporate purposes and to fund future royalty acquisitions.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Press Release dated April 14, 2009 |