UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): SEPTEMBER 13, 2002 GOLDEN STAR RESOURCES LTD. (Exact name of registrant as specified in its charter) CANADA 1-12284 98-0101955 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) 10579 BRADFORD ROAD, SUITE 103 LITTLETON, COLORADO 80127-4247 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 830-9000 NO CHANGE (Former name or former address, if changed since last report) EXPLANATORY NOTE This amendment to the Current Report on Form 8-K dated September 13, 2002 (the "Report") amends Item 7 (i) to delete the reference to pro forma financial information based upon the Company's determination, in consultation with its accountants, that the acquisition of the Wassa gold mine does not constitute the acquisition of a business pursuant to Regulation S-X 11-01(d), and thus that neither financial statements nor pro forma financial information are required, and (ii) to reference the exhibits previously filed with the Report. This Form 8-K/A constitutes Amendment No. 1 to the Report. -2- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial statements by businesses acquired. Not Applicable. (b) Pro forma financial information. Not Applicable. (c) Exhibits. EXHIBIT NO. DESCRIPTION ------- --------------------------------------------------------------------------------------------------- 2.1 Agreement for the Sale and Purchase of Certain of the Assets of Satellite Goldfields Limited between The Law Debenture Trust Corporation P.L.C. and Wexford Goldfields Limited dated March 1, 2002.* 2.2 Agreement for the Sale and Purchase of Certain of the Assets of Satellite Goldfields Limited between Satellite Goldfields Limited, The Law Debenture Trust Corporation P.L.C. and Wexford Goldfields Limited dated March 15, 2002.* 2.3 Common Terms Agreement for Wassa Gold Project between Wexford Goldfields Limited, any other Obligor Party thereto from time to time, Standard Bank London Limited and The Law Debenture Trust Corporation P.L.C. dated June 26, 2002.* 2.4 Wassa Project Facility Agreement between Wexford Goldfields Limited, the lenders listed in Schedule 1 thereto and Standard Bank London Limited dated June 25, 2002.* 2.5 Royalty Agreement between Wexford Goldfields Limited and The Law Debenture Trust Corporation P.L.C. dated June 26, 2002.* 2.6 Agreement for the Sale and Purchase of 90% of the Issued Capital of Wexford Goldfields Limited between The Law Debenture Trust Corporation P.L.C. and Wasford Holdings dated June 26, 2002, and amendment thereto dated September 13, 2002.* 2.7 Support Agreement for Wassa Gold Project between Golden Star Resources Ltd. and Standard Bank London Limited dated September 13, 2002.* 2.8 Wassa Project Conversion Agreement between Wexford Goldfields Limited, Bayerische Hypo-Und Vereinsbank AG, Dresdner Bank AG London Branch, Fortis Bank (Nederland) N.V. and Standard Bank London Limited dated September 13, 2002.* 2.9 Wassa Gold Project Second Royalty Agreement between Wexford Goldfields Limited, the persons from time to time party thereto and Standard Bank London Limited dated September 13, 2002.* ----------- * Filed with the Company's Current Report on Form 8-K, filed on September 30, 2002, which is amended by this Form 8-K/A. -3- SIGNATURE 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. Date: November 27, 2002 GOLDEN STAR RESOURCES LTD. By: /s/ Allan J. Marter ------------------------------- Allan J. Marter Chief Financial Officer -4-