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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark
One)
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED JUNE 30, 1997
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ----- TO -----
Commission File Number 0-13928
U.S. GLOBAL INVESTORS, INC.
(Exact name of registrant as specified in its charter)
7900 CALLAGHAN ROAD, SAN ANTONIO, TX 78229
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 210-308-1234
TEXAS 74-1598370
(State of Organization) (I.R.S. Employer Identification No.)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: CLASS A COMMON
STOCK, PAR VALUE $0.05 PER SHARE
Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
Registrant on September 8, 1997, was $251,769 Registrant's only voting stock is
Class C common stock, par value $0.05 per share, for which there is no active
market. The 106,008 shares of Class C common stock held by non-affiliates were
valued at the last sale on September 8, 1997, of Registrant's Class A common
stock as reported by NASDAQ, which was $2.375 per share.
On September 8, 1997, there were 496,860 shares of Registrant's Class C common
stock outstanding, no shares of Registrant's Class B non-voting common shares
outstanding, and 6,292,414 shares of Registrant's Class A common stock issued
and 6,105,730 shares of Registrant's Class A common stock issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended June 30,
1997, are incorporated by reference in Part I, Item 1 and Part II, Items 6, 7, 8
and 13 of this Form 10-K.
TABLE OF CONTENTS
PAGE
PART I
Item 1. Business................................................... 3
Item 2. Properties................................................. 3
Item 3. Legal Proceedings.......................................... 3
Item 4. Submission Of Matters To A Vote Of Security Holders........ 3
PART II
Item 5. Market For Registrant's Common Equity And Related
Shareholder Matters........................................ 4
Item 6. Selected Financial Data.................................... 5
Item 7. Management's Discussion And Analysis Of Financial
Condition And Results Of Operations........................ 5
Item 8. Financial Statements And Supplementary Data................ 5
Item 9. Changes In And Disagreements With Accountants On
Accounting And Financial Disclosure........................ 5
PART III
Item 10. Directors And Executive Officers Of The Company............ 6
Item 11. Executive Compensation..................................... 8
Item 12. Security Ownership Of Certain Beneficial Owners
And Management............................................ 12
Item 13. Certain Relationships And Related Transactions............. 14
PART IV
Item 14. Exhibits, Financial Statement Schedules And
Reports On Form 8-K........................................ 15
SIGNATURES............................................................... 17
EXHIBIT 11--SCHEDULE OF COMPUTATION OF NET EARNINGS PER SHARE............ 18
EXHIBIT 13--ANNUAL REPORT................................................ 19
EXHIBIT 21--SUBSIDIARIES OF THE REGISTRANT, JURISDICTION OF
INCORPORATION AND PERCENTAGE OF OWNERSHIP........................... 55
EXHIBIT 23.1--CONSENT OF INDEPENDENT ACCOUNTANTS ........................ 56
EXHIBIT 23.2--CONSENT OF INDEPENDENT ACCOUNTANTS ........................ 57
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PART I
ITEM 1. BUSINESS
There is incorporated in this Item 1 by reference that portion of the U.S.
Global Investors, Inc. ("USGI," the "Company" or "Registrant") Annual Report to
Shareholders, attached to this Form 10-K as Exhibit 13, appearing under the
caption "The Company."
ITEM 2. PROPERTIES
The Company presently occupies an office building with approximately 46,000
square feet and approximately 2.5 acres of land. The Company purchased this
building from the Resolution Trust Corporation on February 28, 1992, for
$1,018,165 (which included closing costs). To finance acquisition and
improvements, the Company obtained a bank loan in the amount of $1,425,000 and
refinanced the note during fiscal year 1994. (See Notes E and I to the
Consolidated Financial Statements incorporated by reference from the Company's
1997 Annual Report to Shareholders in Item 8 of this Form 10-K.) The Company
moved to its new headquarters during August 1992. The Company has made
substantial improvements to the building and the Company and its subsidiaries,
United Shareholder Services, Inc. ("USSI"), A&B Mailers, Inc., and Security
Trust & Financial Company ("STFC"), occupy sections in the building.
ITEM 3. LEGAL PROCEEDINGS
There is no material pending legal proceeding in which the Company is involved.
There are no material legal proceedings to which any director, officer or
affiliate of the Company or any associate of any such director or officer is a
party or has a material interest, adverse to the Company or any of its
subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 16, 1997, shareholders of Class C common stock, by written consent,
elected J. Stephen Penner as a director of the Company. 68.85% of the holders of
Class C common stock voted in favor of said action.
On April 25, 1997, shareholders approved the U.S. Global Investors, Inc. 1997
Non-Qualified Stock Option Plan by written consent. 68.76% of the holders of
Class C common stock voted in favor of said action.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
MARKET INFORMATION
The Company has three classes of common equity--Class A, Class B and Class C
common stock, par value $0.05 per share.
There is no established public trading market for the Company's Class B and
Class C common stock.
The holders of the Company's Class C common stock of record on March 12, 1985
(and their transferees by gift, devise or descent) have the right to exchange
their shares of Class C common stock for Class A common stock on a
share-for-share basis until April 30, 2000. At September 8, 1997, the holders of
28,358 shares of Class C common stock have the right to exchange.
The Company's Class A common stock is traded over-the-counter and is quoted
daily under the NASDAQ Small-Cap Issues. Trades are reported under the symbol
"GROW."
The following table sets forth the range of high and low closing bid quotations
from the NASDAQ System for the fiscal years ended June 30, 1997, and 1996. The
quotations represent prices between dealers and do not include any retail
markup, markdown or commission and may not necessarily represent actual
transactions.
BID PRICE ($)
-----------------------------------
1997 1996
----------------- ---------------
HIGH LOW HIGH LOW
------- ------- ------ -----
First Quarter (9/30) 3 1/8 2 3/8 2 7/8 2 1/2
Second Quarter (12/31) 2 13/16 2 1/4 2 3/4 1 7/8
Third Quarter (3/31) 3 1 3/4 3 5/8 1 5/8
Fourth Quarter (6/30) 2 1/8 1 11/16 3 7/16 2 1/2
HOLDERS
On September 8, 1997, there were 73 holders of record of Class C common stock,
no holders of record of Class B common stock and 321 holders of record of the
Class A common stock.
A substantial number of the Class A common shares are held of record by nominees
and management believes that as of September 8, 1997, there were more than 1,000
beneficial owners of the Company's Class A common stock.
DIVIDENDS
The Company has not paid cash dividends on its Class C common stock during the
last twelve fiscal years, and has never paid cash dividends on its Class A
common stock. Payment of cash dividends is within the discretion of the
Company's Board of Directors and is dependent upon earnings, operations, capital
requirements, general financial condition of the Company and general business
conditions.
Holders of the outstanding shares of the Company's Class A common stock are
entitled to receive, when and as declared by the Company's Board of Directors, a
non-cumulative cash dividend equal in the aggregate to 5% of the Company's
after-tax net earnings for its prior fiscal year. After such dividend has been
paid, the holders of the outstanding shares of Class B
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common stock are entitled to receive, when and as declared by the Company's
Board of Directors, cash dividends per share equal to the cash dividends per
share paid to the holders of the Class A common stock. Holders of the
outstanding shares of Class C common stock are entitled to receive when and as
declared by the Company's Board of Directors, cash dividends per share equal to
the cash dividends per share paid to the holders of the Class A and Class B
common stock. Thereafter, if the Board of Directors determines to pay additional
cash dividends, such dividends will be paid simultaneously on a prorata basis to
holders of Class A, B and C common stock. The holders of the Class A common
stock are protected in certain instances against dilution of the dividend amount
payable to such holders.
ITEM 6. SELECTED FINANCIAL DATA
There is incorporated by reference in this Item 6 that portion of the Company's
1997 Annual Report to Shareholders appearing under the caption "Selected
Financial Data."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
There is incorporated by reference in this Item 7 that portion of the Company's
1997 Annual Report to Shareholders appearing under the caption "Annual Status
Report."
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated Financial Statements and notes thereto located in the Company's
1997 Annual Report to Shareholders are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Within twenty-four months prior to the date of Registrant's most recent
financial statement, no Form 8-K recording a change of accountants due to a
disagreement on any matter of accounting principles or practices or financial
statement disclosure has been filed with the Commission.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The directors and executive officers of the Company are as follows:
NAME AGE POSITION
- -------------------- --- ---------------------------------------------------
David J. Clark 36 Chief Financial Officer of the Company since May
1997. Foreign Service Officer with U.S. Agency for
International Development in the U.S. Embassy,
Bonn, West Germany from May 1992 to May 1997. Audit
Supervisor for University of Texas Health Science
Center from April 1991 to April 1992.
Auditor-in-Charge for Texaco, Inc. from August 1987
to June 1990.
Bobby D. Duncan 39 Director of the Company since 1986. Held various
positions with the company from January 1985 to
April 1997. Vice President, Chief Financial Officer
and other positions with U.S. Global Investors
Funds from May 1985 to April 1997. President, Chief
Operating Officer and other positions with United
Shareholder Services, Inc. from September 1988 to
April 1997. Director of A&B Mailers, Inc. from
February 1988 to April 1997. Executive Vice
President, Chief Executive Officer and other
positions with Security Trust & Financial Corp.
from November 1991 to April 1997. Executive Vice
President, Chief Financial Officer and other
positions with U.S. Global Accolade Funds from
September 1988 to April 1997. Chief Financial
Officer and Director of USACI from February 1995 to
April 1997. President, Chief Executive Officer and
other positions with United Services Insurance
Funds from June 1994 to April 1997. Vice President
and other positions with Pauze'/Swanson United
Services Funds from October 1993 to February 1996.
Frank E. Holmes 42 Chairman of the Board of Directors and Chief
Executive Officer of the Company since October 27,
1989, President from October 1989 to September 1995
and from March 1997 to present. Director of STFC
since November 1991. President, Chief Executive
Officer and Trustee of USGIF since October 1989.
President, Chief Executive Officer and Trustee of
USGAF since April 1993. Director of U.S. Advisors
(Guernsey) Limited, a wholly owned subsidiary of
Advisor, and of the Guernsey Funds managed by that
Company since August 1993. Trustee of
Pauze'/Swanson United Services Funds from November
1993 to February 1996. Director of Franc-Or
Resource Corp. from November 1994 to November 1996.
Director of Adventure Capital from January 1996 to
July 1997 and Director of Vedron Gold, Inc. from
August 1996 to March 1997. Director of 71316
Ontario, Inc. since April 1987 and of F. E. Holmes
Organization, Inc. since July 1978. Director of
Marleau, Lemire Inc. from January 1995 to January
1996. Director of USACI since February 1995,
Director and President from February 1995 to June
1997.
Marie A. Kriley 55 Vice President, Mailing Services of the Company
since December 1991. President of A&B Mailers, Inc.
since February 1983.
Thomas F. Lydon, Jr. 37 Director since June 1997. Chairman of the Board and
President of Lydon Asset Management, Inc. since
April 1996. President, Vice President and Account
Manager with Fabian Financial Services, Inc. from
April 1984 to March 1996.
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NAME AGE POSITION
- -------------------- --- ---------------------------------------------------
Susan B. McGee 38 Executive Vice President, Corporate Secretary and
General Counsel of the Company since March 1997;
Vice President of the Company from September 1995
to March 1997; Associate Counsel from August 1994
to March 1997. Executive Vice President, General
Counsel Of USGIF since April 1997; Secretary of
USGIF since September 1995. President of STFC since
April 1997; Vice President, Counsel from September
1992 to April 1997; Vice President-Operations of
STFC from May 1993 to December 1994. Executive Vice
President, Assistant Secretary, to U.S. Global
Accolade Funds since March 1997 and Vice President,
Assistant Secretary from September 1995 to March
1997. Vice President, Secretary of A&B Mailers,
Inc. since March 1997 and Director since May 1997.
President, Secretary of United Shareholder
Services, Inc. since March 1997 and Director since
May 1997. Director of USACI since May 1997.
J. Stephen Penner 56 Director since May 1997. Senior Vice President of
LCG Associates, and since March 1982 has held
various positions with that company. Senior Vice
President of LCG Holdings, Inc. since November
1992.
Jerold H. Rubinstein 58 Mr. Rubinstein has been a Director of the Company
since October 27, 1989. Owner of EXTRA Music since
July 1997. He served as Chairman of the Board of
Directors and as Chief Executive Officer of DMX
Inc., a publicly-traded media technology company,
from May 1986 to July 1997.
Thomas D. Tays 40 Vice President, Securities Specialist, Director of
Compliance, Assistant Secretary of the Company from
September 1995 to present; Associate Counsel,
Assistant Secretary of the Company from September
1993 to September 1995. Chief Financial Officer of
USGIF and USGAF since March 1997. Vice President,
Securities Specialist, Director of Compliance and
Assistant Secretary of USGIF since September 1995.
Vice President and Secretary of USGAF since
September 1995, was Assistant Secretary from
September 1994 to September 1995. Vice President,
Secretary of United Services Insurance Funds from
June 1994 to present. Private practice of law from
1990 to August 1993.
Roy D. Terracina 51 Director of the Company since December 1994.
Director of STFC since August 1992. Owner of
Sunshine Ventures, Inc., an investment company,
since January 1994. Owner/President of Sterling
Foods, Inc., food manufacturer, from May 1984 to
December 1993.
None of the directors or executive officers of the Company has a family
relationship with any of the other directors or executive officers.
Each member of the Board of Directors is elected for a one-year term or until
their successors are elected and qualified. The executive officers of the
Company are appointed by, and serve at the pleasure of, the Board of Directors.
The Company does not have a Nominating Committee. The Company's Compensation
Committee consists of Messrs. Holmes, Terracina and Rubinstein. The Company's
Audit Committee consists of Messrs. Duncan, Rubinstein and Terracina. The Board
of Directors Stock Option Committee consists of Messrs. Rubinstein and
Terracina.
COMPLIANCE WITH SECTION 16(A) OF THE 1934 ACT
Section 16(a) of the 1934 Act requires directors and officers of the Company,
and persons who own more than 10 percent of the Company's Class A common stock,
to file with the SEC initial reports of ownership and reports of changes in
ownership of the stock. Directors, officers and more than 10 percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the year ended June 30, 1997, all Section 16(a)
filing requirements applicable to its directors, officers and more than 10
percent beneficial owners were complied with.
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ITEM 11. EXECUTIVE COMPENSATION
LONG TERM
COMPENSATION
---------------------------
ANNUAL COMPENSATION | AWARDS
--------------------------------------------|---------------------------
(A) (B) (C) (D) (E) | (F) (G)
OTHER |
ANNUAL |
COMPENSATION | 6 4
5 2 2 1,3 | RESTRICTED OPTIONS/
NAME AND PRINCIPAL | STOCK AWARDS SARS
POSITION DURING FY 97 YEAR SALARY ($) BONUS ($) ($) | ($) (#)
- --------------------------------------------------------------------------------------------------------|---------------------------
FRANK E. HOLMES ........................ 1997 $304,079 $128,848 $ 36,277 | $ 5,683 0
CHAIRMAN 1996 $304,355 $140,240 $ 32,937 | $ 1,268 1,000
CHIEF EXECUTIVE OFFICER 1995 $303,835 $ 2,098 $ 46,326 | $ 292 0
|
VICTOR FLORES .......................... 1997 $150,770 $120,253 $ 3,562 | $ 18,477 0
EXEC. V.P. 1996 $150,304 $ 78,581 $ 4,694 | $ 3,552 1,000
CHIEF INVESTMENT OFFICER 1995 $150,292 $ 65,877 $ 14,877 | $ 298 17,000
|
BOBBY D. DUNCAN ........................ 1997 $126,007 $ 54,560 $ 10,471 | $ 7,731 0
EXEC. V.P. 1996 $102,071 $ 34,718 $ 12,998 | $ 6,088 1,000
1995 $ 95,331 $ 24,862 $ 16,820 | $ 311 0
|
THOMAS D. TAYS ......................... 1997 $ 81,340 $ 45,644 $ 5,282 | $ 8,991 5,000
V.P. 1996 $ 78,750 $ 28,291 $ 2,376 | $ 2,948 2,000
SECURITIES SPECIALIST 1995 $ 70,976 $ 5,055 $ 1,719 | $ 311 500
|
SUSAN B. MCGEE ......................... 1997 $ 74,241 $ 34,818 $ 9,800 | $ 9,995 25,000
EXEC. V.P. 1996 $ 65,522 $ 22,757 $ 5,685 | $ 3,461 11,000
GENERAL COUNSEL 1995 $ 49,697 $ 5,030 $ 6,225 | $ 1,441 500
The Company has intentionally omitted columns (h) and (i) as they are non applicable.
1 Includes amounts identified for 401(k) contributions (calculable through to the end of the June 30, 1997 fiscal year) and
amounts for Company Savings Plans (calculable through to the end of the June 30, 1996 fiscal year).
2 Does not include the cost to the Company of incidental personal use of automobiles furnished by the Company for use in its
business and certain other personal benefits. The Company believes that the aggregate amounts of such omitted personal benefits
do not exceed the lesser of $50,000 or 10% of the total of annual salary or bonus reported for the names executive officers in
columns (c) and (d).
3 Other compensation including perquisites exceeding 25% of total perquisites:
NAME DESCRIPTION 1997 1996 1995
--------------------------------- -------------- ------- ------- -------
Frank E. Holmes ................. Trustee fees $24,000 $24,000 $24,000
Profit sharing $ 3,000 $ 0 $12,941
Victor Flores ................... Profit sharing $ 3,000 $ 0 $10,183
401 (k) match $ 0 $ 3,000 $ 3,000
Bobby D. Duncan ................. Car allowance $ 2,841 $ 8,523 $ 8,523
Profit sharing $ 3,000 $ 0 $ 6,202
Thomas D. Tays .................. Profit sharing $ 2,141 $ 0 $ 0
401 (k) match $ 2,540 $ 2,141 $ 1,521
Susan B. McGee .................. Club dues $ 2,551 $ 1,345 $ 1,345
4 All options pertain to Company Class A common stock.
5 Mr. Duncan resigned his position with the Company on April 30, 1997. Mr. Duncan continues to be a member of the Company's Board
of Directors. Mr. Flores resigned his position with the Company on May 31, 1997.
6 The dollar value of the shares reflected in the table is based on the market value for the shares on the date the shares were
awarded.
Restricted stock balances of the Company's Class A common stock as of June 30, 1997:
# OF RESTRICTED VALUE OF RESTRICTED
NAME SHARES HELD @ 6/30/97 SHARES HELD @ 6/30/97
---- --------------------- ---------------------
Frank E. Holmes .......... 2,832 $ 5,664
Victor Flores ............ 8,810 $17,620
Bobby D. Duncan .......... 4,152 $ 8,304
Thomas D. Tays ........... 4,822 $ 9,644
Susan B. McGee ........... 5,467 $10,934
The closing price on 6/30/97 was $2.00 per share.
No dividends have ever been paid on the Company's Class A common stock, however, the restricted stock would be eligible for
dividends should one be declared.
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INCENTIVE COMPENSATION
During the last fiscal year, the individuals listed in the compensation table
received the majority of their bonuses from individual performance pay
arrangements. Mr. Flores, as head of the Investment Division, received bonuses
based on a formula comparing performance of mutual funds he managed, or share
management, to various indices, peer rankings/comparisons, and duration of
sustained performance. Ms. McGee and Mr. Tays, as members of the Legal
Department, receive a bonus based on timing, accuracy and completion of
materials for the various boards of directors/trustees supported by the
department and regulatory filings for the various entities. Mr. Tay's program
also provides a bonus for results of regulatory examinations, fund accounting
and complete registration of new mutual funds. Mr. Duncan received monthly,
quarterly and/or annual bonuses based on the quality and timing of regulatory
filings and company audits. The Investment Division program has been in place
and is adjusted from time to time. The other arrangements were implemented
during the second half of fiscal 1996.
The named executive officers, except for Messrs. Flores and Holmes, also
participated in a team performance pay program based on each employee's annual
salary to recognize monthly completion of departmental goals. During fiscal
1995, 1996 and 1997, a portion of the team bonus was payable in the Company's
Class A common stock. The portion of the team performance program paid in
Company stock was suspended at the beginning of fiscal 1998, and alternatives
are being considered. In addition, the individuals listed could receive
semiannual perfect attendance awards based on employee classification.
PROFIT SHARING PLAN
In June 1983, the Company adopted a profit sharing plan in which all qualified
employees who have completed one year of employment with the Company are
included. Subject to Board action, the Company may contribute up to 15% of its
net income before taxes during each fiscal year, limited to 15% of qualifying
salaries, to a profit sharing plan, the beneficiaries of which are the eligible
employees of the Company. The Company's contribution to the plan is then
apportioned to each employee's account in the plan in an amount equal to the
percentage of the total basic compensation paid to all eligible employees which
each employee's individual basic compensation represents. An employee generally
becomes eligible to receive a distribution from the plan upon the occurrence of
retirement, death, total disability or termination. Distributions of an
employee's account may be made either in one lump sum or in installments over a
period not exceeding 15 years. For the fiscal year ended June 30, 1997, the
Company contributed $59,093 or 9.59% of net income before taxes to the profit
sharing plan. There have been no recent material changes to the plan.
401(K) PLAN
The Company adopted a 401(k) plan in October 1990 for the benefit of all
employees. The Company will contribute 50 cents for every $1.00 of the first 4%
of an employee's pay deferment. The Company will make contributions to employee
accounts at the end of each plan year if the employee is still employed on that
date. New employees may enroll on any quarterly entry date following six months
of employment. The Plan offers numerous investment options which represent
different levels of risk and return. Employees have the option to invest in most
of the USGIF and USGAF funds offered and the Company's Class A common stock. For
the fiscal year ended June 30, 1997, the Company has accrued $50,158 for its
401(k) plan matching contribution.
SAVINGS PLANS
The Company has continued the program pursuant to which it offers employees,
including its executive officers, an opportunity to participate in savings
programs utilizing managed investment companies, which was accepted by
essentially all such employees. Limited employee contributions to an Individual
Retirement Account are matched by the Company. Similarly, if such employees
contribute monthly to the U.S. Tax Free Fund, the Company will match these
contributions on a limited basis. Beginning in fiscal 1997 a similar savings
plan utilizing UGMA accounts has been offered to employees to save for their
children's education. Under each program, if the employee ceases to make
personal contributions or withdraws the money, their participation in the
program is terminated and they may not participate in the future. For the fiscal
year ended June 30, 1997, the Company match aggregated to $67,152, reflected in
base salary expense.
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STOCK OPTION PLANS
In March 1985, the Board of Directors of the Company adopted an Incentive Stock
Option Plan ("1985 Plan") which was approved by the shareholders of the Company
on April 2, 1985. Under the terms of the 1985 Plan, certain executives and key
salaried employees of the Company and its subsidiaries were granted options to
purchase shares of the Company's Class A common stock. The maximum number of
shares of Class A common stock authorized for issuance under the 1985 Plan was
200,000 shares (subject to adjustment in the event of reorganization, merger,
consolidation, liquidation, recapitalization, or stock splits). Shares subject
to purchase pursuant to an option granted under the 1985 Plan may be either
authorized but unissued shares or shares that were once issued and subsequently
reacquired by the Company.
The 1985 Plan was amended on November 7, 1989 and December 6, 1991. In December
1991 it was amended to provide provisions to cause the plan and future grants
under the plan to qualify under 1934 Act Rule 16b-3. The 1985 Plan was
administered by a committee consisting of the two outside members of the Board
of Directors of the Company. The 1985 Plan terminated on December 31, 1994.
Options granted under the 1985 Plan were granted for a term of up to five years
in the case of employees who own in excess of 10% of the total combined voting
power of all classes of the Company's stock and for up to ten years for other
employees. The options were granted at an exercise price of not less than 100%
of the fair market value as of the date of the grant, or 110% of the fair market
value in the case of any officer or employee holding in excess of 10% of the
combined voting power of the Company's stock. The aggregate fair market value of
the Class A common stock for which any employee was granted options in any
calendar year could not exceed $100,000 plus any unused carry-over from a
preceding year. All of the options were granted at or above market price on the
date of the grant. As of September 8, 1997, option grants covering 85,500 shares
have been exercised under the 1985 Plan; and grants covering 52,000 shares have
expired.
In November 1989 the Board of Directors adopted the 1989 Non-Qualified Stock
Option Plan (the "1989 Plan") which provides for the granting of options to
purchase shares of the Company's Class A common stock to directors, officers and
employees of the Company and its subsidiaries. On December 6, 1991, the 1989
Plan was approved by shareholders and amended to provide provisions to cause the
plan and future grants under the plan to qualify under 1934 Act Rule 16b-3. The
1989 Plan is administered by a committee consisting of two outside members of
the Board of Directors. The maximum number of shares of Class A common stock
initially approved for issuance under the 1989 Plan is 800,000 shares. During
the fiscal year ended June 30, 1997, there were grants covering 30,000 shares at
an exercise price of $2.00 per share. All options were granted at or above
market price on the date of grant. As of September 8, 1997, grants covering
393,000 shares have been exercised under the 1989 Plan; and grants covering
156,400 shares have expired.
The Board of Directors, at a meeting held on July 14, 1992, amended the Stock
Option Agreement for stock options granted during November 1989 to provide for
an option period of ten years. The amendment was accepted by all optionees.
In April 1997, the Board of Directors adopted the 1997 Non-Qualified Stock
Option Plan (the "1997 Plan"), which was approved by shareholders on April 25,
1997, provides for the granting of stock appreciation rights ("SARs") and/or
options to purchase shares of the Company's Class A common stock to directors,
officers and employees of the Company and its subsidiaries. The 1997 Plan
expressly requires that all grants under the plan qualify under 1934 Act Rule
16b-3. The 1997 Plan is administered by a committee consisting of two outside
members of the Board of Directors. The maximum number of shares of Class A
common stock initially approved for issuance under the 1997 Plan is 200,000
shares. During the fiscal year ended June 30, 1997, there were grants covering
50,000 shares at an exercise price of $2.00 and 98,500 shares at an exercise
price of $1.82. All options were granted at or above market price on the date of
grant. To date, no options have been exercised and no options have expired.
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The following table shows, as to each of the officers of the Company listed in
the cash compensation table, grants of stock options and freestanding stock
appreciation rights ("SARs") made during the last fiscal year.
POTENTIAL REALIZED
VALUE AT ASSUMED
ANNUAL
RATES OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- ----------------------------------------------------------------------------------------------- --------------------------
(A) (B) (C) (D) (E) (F) (G)
- ---------------------- ------------------- --------------- ------------- -------------------- ------------- ------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) EXPIRATION DATE 5% ($) 10% ($)
- ---------------------- ------------------- --------------- ------------- -------------------- ------------- ------------
Frank E. Holmes 0/0 -- -- -- -- --
Thomas D. Tays 5,000/0 5.00% $1.82 June 4, 2007 $5,723 $14,505
Susan B. McGee 25,000/0 25.38% $1.82 June 4, 2007 $28,620 $72,525
Bobby D. Duncan 0/0 -- -- -- -- --
Victor Flores 0/0 -- -- -- -- --
The following table shows, as to each of the officers of the Company listed in
the cash compensation table, aggregated option exercises during the last fiscal
year and fiscal year-end option values.
- ---------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
- ---------------------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN THE MONEY
OPTIONS/SARS OPTIONS/SARS AT
AT FY-END (#) FY-END($)
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED UNEXERCISABLE UNEXERCISABLE
- ---------------------------- ----------------------- ---------------------- ------------------ ------------------------
Frank E. Holmes 0 0 201,000/0 12,250/0
Thomas D. Tays 0 0 2,500/5,000 0/900
Susan B. McGee 0 0 11,500/25,000 0/4,500
Bobby D. Duncan 0 0 96,000/0 10,000/0
Victor Flores 0 0 51,000/0 500/0
COMPENSATION OF DIRECTORS
The Company pays non-employee directors $500 per meeting and may grant them
options under the Company's 1989 and 1997 Stock Option Plans. Their compensation
is subject to a minimum of $3,000 in any quarter paid in arrears. Messrs. J.
Stephen Penner and Thomas F. Lydon Jr. were elected as non-employee directors on
May 15, 1997, and June 1, 1997, respectively. Mr. Bobby D. Duncan was a
non-employee director for a portion of the fiscal year following his termination
of employment with the Company. Messrs. Jerold H. Rubinstein and Roy D.
Terracina were non-employee directors for the full fiscal year. During the
fiscal year ended June 30, 1997, Messrs. Terracina and Rubinstein each received
cash
Page 12
- --------------------------------------------------------------------------------
compensation of $12,000; Messrs. Penner and Lydon received $1,500 and $1,000
respectively. Mr. Duncan received $2,000. Mr. Terracina is also a director of
STFC where he received cash compensation of $2,400. Directors are reimbursed for
reasonable travel expenses incurred in attending the meetings held by the Board
of Directors. During fiscal year 1997, Messrs. Penner, Lydon and Rubinstein were
each awarded stock options covering 10,000 shares and Mr. Terracina was awarded
stock options covering 50,000 shares
REPORT ON EXECUTIVE COMPENSATION
The Board appointed Messrs. Holmes, Terracina and Rubinstein as members of the
Executive Compensation Committee during fiscal 1996, and they continue to serve
on the committee. There are no compensation committee interlocks or insider
participations to report. The Company's program regarding compensation of
executive officers is different from most public corporations' programs due to
the concentration of control in one individual. Mr. Holmes' compensation is
reviewed by the Board of Directors. Mr. Holmes, Chairman and Chief Executive
Officer of the Company, currently owns 77.95% of the Company's Class C common
stock. He informs the Board of Directors as to the amount of his proposed
remuneration and that of the Company's other executive officers. Mr. Holmes
recognizes that Registrant is a small business and believes that an acceptable
base compensation should reflect an amount competitive with industry peers
taking into account the relative cost of living in San Antonio, Texas. The base
pay of the executives is relatively fixed, but the executive has the opportunity
to increase his/her compensation by (1) participating in team building programs
in order to enhance operational and fiscal efficiencies throughout the Company
with a percent of resulting savings flowing to the executive; and (2)
participating directly in retirement and savings programs whereby the Company
will contribute amounts relative to the executive's contribution.
The Company has utilized option grants under the 1985 Plan, the 1989 Plan, and
the 1997 Plan to induce qualified individuals to join the Company with a base
pay consistent with the foregoing--providing the individual with an opportunity
to benefit if there is significant Company growth. Similarly, options have been
utilized to reward existing employees for long and faithful service and to
encourage them to stay with the Company. Messrs. Rubinstein and Terracina
constitute the Stock Option Committee of the Board of Directors. This Committee
acts upon recommendations of the Chief Executive Officer, President and
Executive Vice President. Shares available for stock option grants under the
1989 Plan and the 1997 Plan aggregate to approximately 101,700 and 51,000
shares, respectively, on September 8, 1997. There were grants from the 1989 Plan
during the fiscal year to directors of the Company.
COMPANY PERFORMANCE PRESENTATION
The graph at right compares the cumulative total return for the Company's Class
A common stock to the cumulative total return for the S&P 500 Composite Index
and the S&P Financial Index for the Company's last five fiscal years. The graph
assumes an investment of $100 in the Class A common stock and in each index as
of June 30, 1992, and that all dividends were reinvested.
[GRAPHIC: LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
US GLOBAL S&P S&P
INVESTORS INC. 500 FINANCIALS
-36.00% 116.87% 181.26%
-------------- ------- ----------
Jun 92 .................. 100.00 100.00 100.00
Jul 92 .................. 104.00 103.94 102.52
Aug 92 .................. 96.00 101.44 97.65
Sep 92 .................. 112.00 102.37 100.87
Oct 92 .................. 110.02 102.58 103.19
Nov 92 .................. 104.00 105.69 109.94
Dec 92 .................. 98.02 106.76 114.54
Jan 93 .................. 96.00 107.51 118.35
Feb 93 .................. 96.00 108.63 120.64
Mar 93 .................. 120.00 110.67 125.21
Apr 93 .................. 168.00 107.85 120.95
May 93 .................. 168.00 110.30 120.42
Jun 93 .................. 160.00 110.39 117.31
Jul 93 .................. 180.00 109.80 128.80
Aug 93 .................. 152.00 113.58 131.96
Sep 93 .................. 128.00 112.44 134.34
Oct 93 .................. 152.00 114.62 126.39
Nov 93 .................. 156.00 113.14 121.85
Dec 93 .................. 180.00 114.29 124.01
Jan 94 .................. 184.00 117.99 130.11
Feb 94 .................. 168.00 114.46 123.00
Mar 94 .................. 172.00 109.22 117.73
Apr 94 .................. 140.00 110.48 121.57
May 94 .................. 156.00 111.85 127.76
Jun 94 .................. 148.00 108.85 123.75
Jul 94 .................. 136.00 112.28 126.39
Aug 94 .................. 136.00 116.50 130.50
Sep 94 .................. 148.00 113.37 120.78
Oct 94 .................. 132.00 115.73 122.49
Nov 94 .................. 120.00 111.16 114.96
Dec 94 .................. 104.00 112.53 115.99
Jan 95 .................. 108.00 115.26 123.05
Feb 95 .................. 108.00 119.42 129.52
Mar 95 .................. 108.00 122.68 129.69
Apr 95 .................. 108.00 126.11 134.06
May 95 .................. 88.00 130.69 144.09
Jun 95 .................. 84.00 133.47 144.62
Jul 95 .................. 84.00 137.71 148.49
Aug 95 .................. 80.00 137.67 156.52
Sep 95 .................. 84.00 143.19 166.19
Oct 95 .................. 68.00 142.48 160.95
Nov 95 .................. 60.00 148.32 172.16
Dec 95 .................. 52.00 150.91 173.59
Jan 96 .................. 96.00 155.83 182.27
Feb 96 .................. 92.00 156.91 185.29
Mar 96 .................. 87.49 158.16 187.07
Apr 96 .................. 88.00 160.28 183.36
May 96 .................. 108.00 163.94 186.92
Jun 96 .................. 92.00 164.31 188.60
Jul 96 .................. 76.00 156.80 184.31
Aug 96 .................. 80.00 159.75 190.14
Sep 96 .................. 86.02 168.41 202.73
Oct 96 .................. 76.00 172.80 217.42
Nov 96 .................. 76.00 185.48 237.90
Dec 96 .................. 76.00 181.49 228.88
Jan 97 .................. 88.00 192.62 247.34
Feb 97 .................. 76.00 193.76 256.67
Mar 97 .................. 66.02 185.50 238.04
Apr 97 .................. 56.00 196.34 254.65
May 97 .................. 58.02 207.84 266.13
Jun 97 .................. 64.00 216.87 281.26
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
CLASS C COMMON STOCK (VOTING STOCK). At September 8, 1997, there were 496,860
shares of the Company's Class C common stock outstanding. The following table
sets forth, as of such date, information regarding the beneficial ownership of
the Company's Class C common stock by each person known by the Company to own 5%
or more of the outstanding shares of Class C common stock.
Page 13
- --------------------------------------------------------------------------------
CLASS C PERCENT OF
NAME AND ADDRESS COMMON SHARES OUTSTANDING SHARES ISSUED
OF BENEFICIAL OWNER BENEFICIALLY OWNED SHARES OWNED OUTSTANDING
- ------------------------- ------------------ ------------ -------------
Frank E. Holmes 1,373,402(1) 387,280 77.95%
7900 Callaghan Road
San Antonio, TX 78229
Marleau, Lemire Inc. 72,720 72,720 14.64%
1 Place Ville Marie
Suite 3601
Montreal, Quebec H3B 3P2
- -------------------
(1) Includes 586,122 shares of Class C common stock underlying presently
exercisable Class C common stock warrants held by Mr. Holmes and F. E.
Holmes Organization Inc., a corporation wholly owned by Mr. Holmes; 102,280
shares of Class C common stock owned by F. E. Holmes Organization Inc.;
400,000 shares obtainable upon exercise of a Class C common stock option
issued to Mr. Holmes; and 285,000 shares owned directly by Mr. Holmes.
CLASS A COMMON STOCK (NON-VOTING STOCK). At September 8, 1997, there were
6,105,730 shares of the Company's Class A common stock issued and outstanding.
The following table sets forth, as of such date, information regarding the
beneficial ownership of the Company's Class A common stock by each person known
by the Company to own 5% or more of the outstanding shares of Class A common
stock.
CLASS A
NAME AND ADDRESS OF COMMON SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT OF CLASS
------------------------ ------------------ ----------------
Robertson Stephens & Co. 1,562,620(1) 25.590%
San Francisco, CA
Quest Management Co. 407,205(2) 6.670%
New York, NY
Frank E. Holmes 361,899(3) 5.572%
San Antonio, TX
Constable Partners, L.P. 670,000(4) 10.970%
Radnor, PA
Mason Hill Asset 409,000(5) 6.700%
Management, Inc.
New York, NY
- --------------------
(1) Information is from Schedule 13D, dated December 16,1996, filed with the
SEC, covering Robertson Stephens & Co., the Robertson Stephens Orphan Fund
and the Robertson Stephens Contrarian Fund.
(2) Charles M. Royce controls Quest Advisory Corp. Quest Advisory Corp. owns
407,205 shares, or 6.67% of the Company's Class A common stock. Combined,
Mr. Royce controls 9.73% of the Class A common stock outstanding.
Information is from Schedule 13G filed with the SEC on February 15, 1997.
(3) Detail of beneficial ownership set forth below under "Security Ownership of
Management."
(4) Information is from Schedule 13D, dated May 9, 1996, filed with the SEC.
(5) Mason Hill Asset Management, Inc. owns 250,500 shares or 4.02%. Equinox
Partners, LP owns 158,500 shares or 2.55%. Mason Hill Asset Management, Inc.
and Equinox Partners, L.P. may be deemed to be under the common control of
William W. Strong. Information is from Schedule 13D filed with the SEC on
March 26, 1996.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of September 8, 1997, information regarding
the beneficial ownership of the Company's Class A and Class C common stock by
each director and by all directors and officers as a group. Except as otherwise
indicated in the notes below each director owns directly the number of shares
indicated in the table and has the sole voting power and investment power with
respect to all such shares.
Page 14
- --------------------------------------------------------------------------------
CLASS C -CLASS A
BENEFICIAL OWNER COMMON STOCK % COMMON STOCK(1) %
- --------------------------- ------------ ------ -------------- -----
Bobby D. Duncan 4,931 0.99% 20,652 0.33%
J. Stephen Penner 0 0.00% 10,000 0.16%
Frank E. Holmes 1,373,402(2) 92.61% 361,899(3) 5.57%
Jerold H. Rubinstein -- 0.00% 89,000 0.79%
Roy D. Terracina -- 0.00% 10,000 1.40%
All directors and
officers as a
group (15 persons 1,378,333 92.94% 659,377(4) 9.85%
--------- ----- ------- ----
- -------------------
(1) Includes shares of Class A common stock underlying presently exercisable
options held directly by each individual director as follows: Mr. Holmes -
201,000 shares; Mr. Rubinstein -50,000 shares; and Mr. Terracina - 51,000
shares.
(2) Includes 586,122 shares of Class C common stock underlying presently
exercisable Class C common stock warrants held by Mr. Holmes and F. E.
Holmes Organization Inc., a corporation wholly owned by Mr. Holmes; 400,000
shares underlying a presently exercisable option held by Mr. Holmes to
purchase Class C common stock; 102,280 shares of Class C common stock owned
by F. E. Holmes Organization Inc.; and 285,000 shares owned directly by Mr.
Holmes.
(3) Includes 60,899 shares and options to obtain 201,000 shares of class A
common stock as well as 100,000 shares of class A common stock held by F.E.
Holmes Organization, Inc. a corporation wholly owned by Mr. Holmes. Mr.
Holmes' 60,899 shares also include 1,300 shares of Class A common stock
owned separately by Mr. Holmes' wife. Mr. Holmes disclaims beneficial
ownership of these 1,300 shares of Class A common stock.
(4) Includes the shares underlying presently exercisable options held by the
directors and officers listed above and an additional 37,300 shares of Class
A common stock underlying presently exercisable options held by officers
other than those listed above.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
USGI is invested in several of the mutual funds it manages. There is
incorporated in this Item 13 by reference that portion of the U.S. Global
Investors, Inc. ("USGI," the "Company" or "Registrant") Annual Report to
Shareholders, attached to this Form 10-K as Exhibit 13, appearing under Note O
to the Consolidated Financial Statements.
Page 15
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
1. FINANCIAL STATEMENTS
The Consolidated Financial Statements are incorporated herein by
reference to the Company's Annual Report to Shareholders as an exhibit
hereto (see Item 8):
Report of Independent Accountants
Consolidated Balance Sheets at June 30, 1997, and 1996
Consolidated Statements of Operation for the three years ended
June 30, 1997
Consolidated Statements for Cash Flows for the three years ended
June 30, 1997
Consolidated Statements of Shareholders' Equity for the three
years ended June 30, 1997
Notes to Consolidated Financial Statements
2. FINANCIAL STATEMENT SCHEDULES
None
3. EXHIBITS
3.1 Third Restated and Amended Articles of Incorporation of Registrant,
incorporated by reference in the Registrant's Form 10-K for the fiscal
year ended June 30, 1996 (EDGAR Accession Number 0000754811-96-
000025).
3.2 By-Laws of Registrant, incorporated by reference to Exhibit D to the
Registrant's Registration Statement No. 33-33012 filed on Form S-8
with the Commission on January 30, 1990.
3.3 Amendment to Article II, Section 2 of the By-Laws, incorporated by
reference to Exhibit 3(e) to the Registrant's Form 10-K for the fiscal
year ended June 30, 1991.
3.4 Amendment to By-Laws of Registrant, incorporated by reference to
Exhibit 3(h) to the Registrant's Registration Statement No. 33-90518
filed on Form S-3 on March 16, 1995.
3.5 Amendment to By-Laws, incorporated by reference in the Registrant's
Form 10-K for the fiscal year ended June 30, 1996 (EDGAR Accession No.
754811-96-000025).
10.1 Advisory Agreement dated October 27, 1989, by and between Registrant
and United Services Funds ("USF"), incorporated by reference to
Exhibit (4)(b) to the Registrant's Form 10-K for fiscal year ended
June 30, 1990.
10.2 Advisory Agreement dated September 21, 1994, by and between Registrant
and Accolade Funds, incorporated by reference to Exhibit 10.2 to
Registrant's Form 10-K for fiscal year ended June 30, 1995 (EDGAR
Accession Number 0000754811-95-000002).
10.3 Sub-Advisory Agreement dated September 21, 1994, by and between
Registrant and Accolade Funds/Bonnel Growth Fund and Bonnel, Inc.,
incorporated by reference to Exhibit 10.3 to Registrant's Form 10-K
for fiscal year ended June 30, 1995 (EDGAR Accession Number
0000754811-95-000002).
10.4 Transfer Agency Agreement dated September 21, 1994, by and between
United Shareholder Services, Inc. ("USSI") and Accolade Funds/Bonnel
Growth Fund, incorporated by reference to Exhibit 10.4 to Registrant's
Form 10-K for fiscal year ended June 30, 1995 (EDGAR Accession Number
0000754811-95-000002).
10.5 Transfer Agent Agreement by and between USSI and USF, incorporated by
reference to Exhibit 10(b) to the Registrant's Form 10-K for the
fiscal year ended June 30, 1989.
Page 16
- --------------------------------------------------------------------------------
10.6 Loan Agreement between Registrant and Bank One, dated April 12, 1994,
and Modification Agreement, dated February 28, 1995, for $1,385,000
for refinancing new building, incorporated by reference to Exhibit
10.8 to Registrant's Form 10-K for fiscal year ended June 30, 1995
(EDGAR Accession Number 0000754811-95- 000002).
10.7 United Services Advisors, Inc. 1985 Incentive Stock Option Plan as
amended November 1989 and December 1991, incorporated by reference to
Exhibit 4(b) of the Registrant's Registration Statement No. 33-3012,
Post- Effective Amendment No. 2, filed on Form S-8 with the Commission
on April 23, 1997 (EDGAR Accession No.754811-97-000004).
10.8 United Services Advisors, Inc. 1989 Non-Qualified Stock Option Plan,
incorporated by reference to Exhibit 4(a) to the Registrant's
Registration Statement No. 33-3012, Post-Effective Amendment No. 2,
filed on Form S-8 with the Commission on April 23, 1997 (EDGAR
Accession No. 754811-97-000004).
10.9 U.S. Global Investors, Inc. 1997 Non-Qualified Stock Option Plan,
incorporated by reference to Exhibit 4 to the Registrant's
Registration Statement No. 333-25699 filed on Form S-8 with the
Commission on April 23, 1997 (EDGAR Accession No. 7548111-97-000003).
10.10 Bookkeeping and Accounting Agreement by and between USSI and USF,
dated February 1, 1992, incorporated by reference to Exhibit E 1 to
the Registrant's Form 10-Q dated December 31, 1991.
10.11 Bookkeeping and Accounting Agreement by and between USSI and Accolade
Funds, dated September 21, 1994, incorporated by reference to Exhibit
10.21 to Registrant's Form 10-K for fiscal year ended June 30, 1995
(EDGAR Accession Number 0000754811-95-000002).
11 Statement re: Computation of Per Share Earnings, filed herein.
13 Annual Report to Shareholders, filed herein.
21 List of Subsidiaries of the Registrant, filed herein.
23.1 Consent of Independent Accountant, Price Waterhouse LLP, filed herein.
23.2 Consent of Independent Accountant, Coopers & Lybrand, filed herein.
27 Financial Data Schedule, filed herein.
(b) Reports on Form 8-K
No Form 8-K was filed during the last quarter of the period covered by this
report.
Page 17
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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 to be signed on its
behalf by the undersigned, thereunto duly authorized.
U.S. GLOBAL INVESTORS, INC.
BY: /S/ David J. Clark
--------------------------
DAVID J. CLARK
Date: September 18, 1997 CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
- ------------------------ ------------------------ ------------------
/s/ Jerold H. Rubinstein Director September 18, 1997
- ------------------------
JEROLD H. RUBINSTEIN
/s/ Roy D. Terracina Director September 18, 1997
- ------------------------
ROY D. TERRACINA
/s/ Frank E. Holmes Chairman of the Board September 18, 1997
- ------------------------ of Directors
FRANK E. HOLMES Chief Executive Officer
/s/ Bobby D. Duncan Director September 18, 1997
- ------------------------
BOBBY D. DUNCAN
/s/ J. Stephen Penner Director September 18, 1997
- ------------------------
J. STEPHEN PENNER
/s/ Thomas F. Lydon, Jr. Director September 18, 1997
- ------------------------
THOMAS F. LYDON, JR.
/s/ David J. Clark Chief Financial Officer September 18, 1997
- ------------------------
DAVID J. CLARK
/s/ J. Michael Edwards Chief Accounting Officer September 18, 1997
- ------------------------
J. MICHAEL EDWARDS