S-8

As filed with the Securities and Exchange Commission on October 26, 2015

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

U.S. Global Investors, Inc.

(Exact Name of Registrant as Specified in its Charter)

Texas	74-1598370
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

7900 Callaghan Road

San Antonio, Texas 78229

(Address of Principal Executive Offices)(Zip Code)

U.S. Global Investors, Inc. Employee Stock Purchase Plan

(Full Title of the Plan)

Susan B. McGee

President and General Counsel

U.S. Global Investors, Inc.

7900 Callaghan Road

San Antonio, Texas 78229

(210) 308-1234

(Name, Address and Telephone Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(3)
Class A common stock, par value $0.025 per share	43,161	$1.63	$70,352.43	$7.08

(1) Pursuant to Rule 416(a), the number of shares being registered shall include an indeterminate number of additional shares of Class A common stock which may become issuable as a result of stock splits, stock dividends, or similar transactions in accordance with the anti-dilution provisions of the U.S. Global Investors, Inc. Employee Stock Purchase Plan.

(2) Calculated pursuant to Rules 457(c) and (h), based upon the average of the high and low sale prices reported on the NASDAQ Capital Market on October 23, 2015.

(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as follows: Proposed maximum aggregate offering price multiplied by 0.0001007.

EXPLANATORY NOTE

This registration statement on Form S-8 is filed by U.S. Global Investors, Inc. (the “Company”) pursuant to General Instruction E to Form S-8 to register an additional 43,161 shares of Class A common stock that may be offered and sold to participants under the U.S. Global Investors, Inc. Employee Stock Purchase Plan (the “Plan”). The contents of the registration statements on Form S-8, file numbers 333-1588926, 333-152182, 333-191732, and 333-199333, previously filed by the Company and relating to the registration of shares of Class A common stock for issuance under the Plan, are hereby incorporated by reference into this registration statement in accordance with General Instruction E to Form S-8.

PART II

Item 8. Exhibits.

Exhibit No.	Description
4.1	Fourth Restated and Amended Articles of Incorporation of Company, incorporated by reference to the Company’s Form 10-Q for the quarterly report ended March 31, 2007 (EDGAR Accession Number 000075811-06-000076)
4.2	Amended and Restated By-Laws of Company, incorporated by reference to Exhibit 3.02 of the Company’s Form 8-K filed on November 8, 2006 (EDGAR Accession Number 000095134-07-010817)
5.1	Opinion of Morgan Lewis & Bockius LLP
23.1	Consent of BDO USA, LLP
23.2	Consent of Morgan Lewis & Bockius LLP (included in Exhibit 5.1)
24	Power of Attorney (included on the signature page of this Registration Statement)
99.1	U.S. Global Investors, Inc. Employee Stock Purchase Plan, as amended September 13, 2013, filed with Form 8-K on September 19, 2013 (EDGAR Accession Number 0001193125-13-371947)

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on October 26, 2015.

U.S. Global Investors, Inc.
By:	/s/ Susan B. McGee
Name:	Susan B. McGee
Title:	President and General Counsel

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Frank E. Holmes, Susan B. McGee, Thomas F. Lydon, Jr., Jerold H. Rubinstein, Roy D. Terracina and Lisa Callicotte, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act), whether pre-effective or post-effective, and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Frank E. Holmes             Frank E. Holmes	Chief Executive Officer, Chief Investment Officer	October 26, 2015
/s/ Susan B. McGee             Susan B. McGee	President and General Counsel	October 26, 2015
/s/ Lisa Callicotte	Chief Financial Officer	October 26, 2015
Lisa Callicotte
/s/ Jerold H. Rubinstein             Jerold H. Rubinstein	Chairman of the Board of Directors	October 26, 2015
/s/ Thomas F. Lydon, Jr.	Director	October 26, 2015
Thomas F. Lydon, Jr.
/s/ Roy D. Terracina             Roy D. Terracina	Director	October 26, 2015

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Exhibit Index

Exhibit No.	Description
4.1	Fourth Restated and Amended Articles of Incorporation of Company, incorporated by reference to the Company’s Form 10-Q for the quarterly report ended March 31, 2007 (EDGAR Accession Number 000075811-06-000076)
4.2	Amended and Restated By-Laws of Company, incorporated by reference to Exhibit 3.02 of the Company’s Form 8-K filed on November 8, 2006 (EDGAR Accession Number 000095134-07-010817)
5.1	Opinion of Morgan Lewis & Bockius LLP
23.1	Consent of BDO, USA LLP
23.2	Consent of Morgan Lewis & Bockius LLP (included in Exhibit 5.1)
24	Power of Attorney (included on the signature page of this Registration Statement)
99.1	U.S. Global Investors, Inc. Employee Stock Purchase Plan, as amended September 13, 2013, filed with Form 8-K on September 19, 2013 (EDGAR Accession Number 0001193125-13-371947)

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EX-5.1

Exhibit 5.1

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

Tel. +1.202.739.3000

Fax: +1.202.739.3001

www.morganlewis.com

October 26, 2015

U.S. Global Investors, Inc.

7900 Callaghan Road

San Antonio, Texas 78229

Re:     U.S. Global Investors, Inc.: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to U.S. Global Investors, Inc., a Texas corporation (the “Company”), in connection with the filing of the referenced Registration Statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”). The Registration Statement relates to the proposed offering and sale of up to 43,161 shares of Class A common stock, par value $0.025 per share, of the Company (the “Shares”) under the U.S. Global Investors, Inc. Employee Stock Purchase Plan (the “Equity Plan”).

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Fourth Restated and Amended Articles of Incorporation of the Company, the Amended and Restated By-Laws of the Company, the Equity Plan and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

In rendering this opinion, we have assumed that (i) the Articles and Bylaws will not have been amended in any manner that would affect any legal conclusion set forth herein, and (ii) the issuance of the Shares by the Company, and the incurrence and performance of the Company’s obligations under the Equity Plan or in respect thereof in accordance with the terms thereof, will comply with, and will not violate, the Articles or Bylaws, or any applicable law, rule, regulation,

Almaty  Astana  Beijing  Boston  Brussels  Chicago  Dallas  Dubai   Frankfurt  Hartford  Houston  London  Los Angeles  Miami  Moscow  New York

Orange County  Paris  Philadelphia  Pittsburgh  Princeton  San Francisco  Santa Monica  Silicon Valley  Singapore  Tokyo  Washington  Wilmington

U.S. Global Investors, Inc.

October 26, 2015

Page 2

order, judgment, decree, award, or agreement binding upon the Company, or to which the issuance, sale and delivery of the Shares, or the incurrence and performance of such obligations, may be subject, or violate any applicable public policy, or be subject to any defense in law or equity. The opinions expressed herein are also subject to possible judicial action giving effect to governmental actions or laws affecting creditors’ rights.

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Equity Plan, will be validly issued, fully paid and non-assessable.

For the purposes of this opinion, we have assumed that, at the time of the issuance and delivery of the Shares under the Equity Plan, the Company will be validly existing and in good standing under the laws of the State of Texas, it will have full power and authority to execute, deliver and perform its obligations under the Equity Plan, and there shall have occurred no change in applicable law (statutory or decisional), rule or regulation or in any other relevant fact or circumstance, that (in any such case) would adversely affect our ability to render at such time an opinion containing the same legal conclusions herein set forth and subject only to such (or fewer) assumptions, limitations and qualifications as are contained herein.

The opinions expressed herein are limited to the Texas Business Organizations Code.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

EX-23.1

Exhibit 23.1

                Tel: 214-969-7007                 Fax: 214-953-0722                 www.bdo.com 700 North Pearl, Suite 2000 Dallas, TX 75201

Consent of Independent Registered Public Accounting Firm

U.S. Global Investors, Inc.

San Antonio, Texas

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 16, 2015, relating to the consolidated financial statements of U.S. Global Investors, Inc. (the “Company”) appearing in the Company’s Annual Report on Form 10-K for the year ended June 30, 2015.

BDO USA, LLP

Dallas, Texas

October 26, 2015

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

BDO is the brand name for the BDO network and for each of the BDO Member Firms.