UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14a
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
Check the appropriate box:
| | Preliminary Proxy Statement | | CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
|X| Definitive Proxy Statement
| | Definitive Additional Materials
| | Soliciting Material Pursuant to Section 240.14a-12
US GLOBAL INVESTORS, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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U.S. GLOBAL INVESTORS, INC.
P.O. BOX 781234
SAN ANTONIO, TX 78278-1234
7900 CALLAGHAN ROAD
SAN ANTONIO, TX 78229
(210) 308-1222
NOTICE OF ADJOURNMENT OF SPECIAL MEETING OF SHAREHOLDERS
AND NEW MARCH 19, 2007, RECORD DATE FOR CONDITIONAL SPECIAL DIVIDEND
To the Shareholders of U.S. Global Investors, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of U.S.
Global Investors, Inc. ("U.S. Global" or the "Company") at the Company's
headquarters located at 7900 Callaghan, San Antonio, Texas 78229, previously
scheduled for Wednesday, January 31, 2007, at 9:00 a.m., local time, has been
adjourned and rescheduled for Wednesday, February 21, 2007, at 9:00 a.m.
Central Time, at the Company's headquarters located at 7900 Callaghan, San
Antonio, Texas, for the following purposes:
(1) To act on a proposed amendment to Article Four of the Third
Restated and Amended Articles of Incorporation of U.S.
Global to increase the number of authorized shares of common
stock, par value $0.05 per share of U.S. Global to
36,000,000, of which 28,000,000 have been designated as
Class A Common Stock, 4,500,000 have been designated as
Class B Common Stock, and 3,500,000 have been designated as
Class C Common Stock, in order to effectuate a related
two-for-one stock split and complete other minor
modifications to the Articles on Incorporation as set forth
in their entirety as Exhibit A to this Proxy Statement;
(2) To act on a proposed amendment to Article Four of the Third
Restated and Amended Articles of Incorporation of U.S.
Global to eliminate the dividend and liquidation preferences
for holders of Class A Common Stock in order to facilitate
the adoption of a dividend policy and to permit the
conversion of Class C Common Stock to Class A Common Stock;
(3) To provide holders of the Company's Class A Common Stock and
Class C Common Stock an opportunity to meet with management
of the Company; and
(4) To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors of the Company had previously authorized the
payment of a conditional special dividend payable on February 16, 2007 to
shareholders of record on February 7, 2007. However, in light of the meeting
date, now adjourned to February 21, 2007, the Board has changed those dates
and has now authorized the payment of a conditional special dividend of $0.50
per share ($0.25 per share post-split) payable on March 29, 2007 to
shareholders of record on March 19, 2007, conditioned upon the receipt of the
requisite shareholder approval of the two amendments described above to the
Third Restated and Amended Articles of Incorporation by the shareholders at
the Special Meeting.
A proxy statement dated November 27, 2006, was mailed to you in
connection with the Special Meeting and Amendment No. 1 to the Proxy
Statement, with additional definitive proxy materials, was filed with the SEC
on January 16, 2007 (as amended, the "Proxy Statement"). This notice
supplements and amends the Proxy Statement solely with respect to the
adjournment of the Special Meeting and the setting of the new record date and
distribution date for the conditional special dividend, as described above.
We cordially invite you to attend the Special Meeting in person. To
assure your representation at the meeting, however, we urge you to mark, sign,
date, and return the enclosed proxy card as soon as possible in the enclosed
postage-prepaid envelope. You do not have to take any action if you already
voted your shares and do not
wish to change your vote. If you already voted or given your proxy and wish to
change your vote please complete, date, sign and return the enclosed proxy
card as soon as possible in the enclosed reply envelope or vote by telephone
or Internet if permitted by your bank or broker. The Board of Directors
continues to recommend that shareholders vote FOR all of the proposals.
Whether or not you expect to attend the Special Meeting, please
complete, sign, date, and promptly mail your proxy card in the envelope
provided. You may revoke your proxy at any time prior to the Special Meeting,
and, if you attend the Special Meeting, you may vote your shares of U.S.
Global stock in person.
VOTING YOUR SHARES
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U.S. Global shareholders as of the November 20, 2006 record date,
even if they have subsequently sold their shares, who have not voted and wish
to do so can vote by:
By Phone: Call our Proxy Client Service Center toll-free at (800)
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314-9816. Please refer to your proxy vote card for your Control Number. YOU
CAN VOTE USING THIS METHOD EVEN IF YOU'VE LOST OR DISCARDED YOUR PROXY CARD.
By Internet: Go to www.proxyvote.com. Please enter the Control Number
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on your proxy vote card and click the "Vote" button under "Postal Mail
Recipients." The online ballot will then appear.
By Mail: Sign, date and return your proxy vote card in the
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postage-paid envelope enclosed with the proxy.
U.S. GLOBAL STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT, AS AMENDED, AND OTHER PROXY MATERIALS RELATING TO THE
SPECIAL MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY
MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SECURITIES AND EXCHANGE
COMMISSION'S WEB SITE AT http://www.sec.gov.
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IN ADDITION, A SHAREHOLDER WHO WISHES TO RECEIVE A COPY OF THE
DEFINITIVE PROXY MATERIALS, WITHOUT CHARGE, SHOULD SUBMIT THIS REQUEST TO U.S.
GLOBAL'S PROXY SOLICITOR, THE ALTMAN GROUP TOLL-FREE AT (800) 314-9816.
The U.S. Global Board of Directors has previously fixed the close of
business on November 20, 2006, as the record date for the determination of the
shareholders entitled to notice of and to vote at the Special Meeting and any
adjournment thereof.
By Order of the Board of Directors
Sheila Matthys
SECRETARY
San Antonio, Texas
January 31, 2007