SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(AMENDMENT NO. 1)
|REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934|
|ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
|TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
|For the transition period from to|
Commission file number 0-49888
(Exact name of Registrant as specified in its charter
and translation of Registrant's name into English)
JERSEY, CHANNEL ISLANDS
(Jurisdiction of incorporation or organization)
Motte Chambers, La Motte Street, St. Helier, Jersey JE1 1BJ, Channel
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
|Title of each class||Name of each exchange on which registered|
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Ordinary Shares, U.S. Dollar ten cent par value
(Title of Class)
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2003, the Registrant had outstanding 29,260,685 Ordinary Shares, par value $0.10 per share.
Indicate by check mark whether the Registrant (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 No
Indicate by check mark which financial statement item the Registrant has elected to follow. Item 17 Item 18
This Amendment No. 1 to our annual report on Form 20-F for the fiscal year ended December 31, 2003 (the "2003 Form 20-F") is being filed solely to amend Item 10.B. to replace the subsection entitled "General Meeting of Shareholders."
Except as provided below, we have no further changes to the 2003 Form 20-F. All information in this Amendment No. 1 to Form 20-F is as of December 31, 2003, and does not reflect, unless otherwise noted, any subsequent information or events other than the change mentioned above.
The text under "Item 10.B. - Memorandum and Articles of Association – Articles Of Association – General Meeting of Shareholders" contained in the 2003 Form 20-F is hereby deleted and replaced with the following:
General Meeting of Shareholders
We may at any time convene general meetings of shareholders. We hold an annual general meeting for each fiscal year within nine months of the end of each fiscal year. No more than eighteen months may elapse between the date of one annual general meeting and the next.
Annual general meetings and meetings calling for the passing of a special resolution require twenty-one days' notice of the place, day and time of the meeting in writing to our shareholders. Any other general meeting requires no less than fourteen days' notice in writing. Our business may be transacted at a general meeting only when a quorum of shareholders is present. Two persons entitled to attend and to vote on the business to be transacted, each being a member or a proxy for a member or a duly authorized representative of a corporation which is a member, constitute a quorum. Nasdaq's marketplace rules, which apply to all companies listed on the Nasdaq Stock Market, state in Rule 4350(f) that the minimum quorum for any meeting of holders of a company's common stock is 33 1/3% of the outstanding shares. As a result, we requested, and Nasdaq granted to us, an exemption from compliance with the Rule 4350(f) requirement.
The annual general meetings deal with and dispose of all matters prescribed by our Articles of Association and by the 1991 Law including:
|•||the consideration of our
annual financial statements and report of our independent
|•||the election of directors; and|
|•||the appointment of independent auditors.|
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
|RANDGOLD RESOURCES LIMITED|
|By:||/s/ D. Mark Bristow|
|Name:||D. Mark Bristow|
|Title:||Chief Executive Officer|
|Date:||April 14, 2005|
|12.1||Certification by Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.|
|12.2||Certification by Financial Director pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.|