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):  June 22, 2010

 

ROYAL GOLD, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code 303-573-1660

 

 

(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):

 

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 1.01               Entry into a Material Definitive Agreement

 

On June 22, 2010, Royal Gold, Inc. (“Royal Gold”) entered into an underwriting agreement (the “Underwriting Agreement”) with HSBC Securities (USA) Inc., Goldman, Sachs & Co. and Scotia Capital (USA) Inc., as representatives of the underwriters listed therein.  The Underwriting Agreement relates to the issuance and sale by Royal Gold of 5,200,000 shares (the “Shares”) of its common stock, par value $0.01 per share (“Common Stock”), plus a 30-day option exercisable by the underwriters for an additional 780,000 shares of Common Stock to cover over-allotments, if any.  The price to the Underwriters is $46.32 per Share, and the underwriters will initially offer the Shares to the public at $48.50 per Share.  The offering of the Shares was made under Royal Gold’s shelf registration statement on Form S-3 (Registration No 333-156376), including a prospectus dated December 18, 2008, as supplemented by a prospectus supplement dated June 21, 2010 and the free writing prospectus dated June 22, 2010, each filed with the Securities and Exchange Commission.  The Shares are expected to be delivered to the underwriters on or about June 28, 2010.  The Underwriting Agreement contains customary representations, warranties and covenants by Royal Gold, conditions to closing and indemnification provisions.  This summary of the Underwriting Agreement is qualified in its entirely by reference to the Underwriting Agreement filed herewith as Exhibit 1.1 and incorporated into this Item 1.01 by reference.

 

Item 9.01               Financial Statements and Exhibits

 

(d) Exhibits

 

1.1	Underwriting Agreement, dated June 22, 2010, between Royal Gold, Inc., HSBC Securities (USA) Inc., Goldman, Sachs & Co. and Scotia Capital (USA) Inc., as representatives of the underwriters identified therein
5.1	Opinion of Hogan Lovells US LLP
23.1	Consent of Hogan Lovells US LLP (included in Exhibit 5.1)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	Royal Gold, Inc.
	(Registrant)
	By:	/s/ Karen Gross
	Name:	Karen Gross
	Title:	Vice President & Corporate Secretary

 

 

Dated: June 22, 2010

 

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Exhibit Index

 

Exhibit No.

 

1.1	Underwriting Agreement, dated June 22, 2010, between Royal Gold, Inc., HSBC Securities (USA) Inc., Goldman, Sachs & Co. and Scotia Capital (USA) Inc., as representatives of the underwriters identified therein
5.1	Opinion of Hogan Lovells US LLP
23.1	Consent of Hogan Lovells US LLP (included in Exhibit 5.1)

 

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