STILLWATER MINING CO /DE/ Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-05-17: Form 8-K; Period of report 2017-05-17; Description 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; Details 2.04.
- 2017-05-04: Form 8-K; Period of report 2017-04-28; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2017-04-26: Form 8-K; Period of report 2017-04-25; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2017-04-25: Form 8-K; Period of report 2017-04-25; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-05-17 | 8-K | 2017-05-17 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. | d359090d8k.htm |
| 2017-05-04 | 8-K | 2017-04-28 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 On May 4, 2017, the Company completed its previously announced merger with Thor Mergco Inc. (“Merger Sub”), an indirect wholly owned subsidiary of Sibanye Gold Limited (“Sibanye”), whereby Merger Sub was merged with and into the Company (the “Merger”), with the Company remaining as the surviving corporation and as a wholly owned subsidiary of Sibanye. 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 3.01 On April 28, 2017, the Company filed with the SEC an application on Form 25 in order to delist and to deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information contained in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 A change of control of the Company occurred on May 4, 2017 upon the filing of the certificate of merger with the Secretary of State of the State of Delaware, at which time Merger Sub merged with and into the Company. 5.02 In accordance with the terms of the Merger Agreement, at the Effective Time, Richard Stewart and Charl Keyter, the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company. 5.03 At the Effective Time on May 4, 2017 and pursuant to the Merger Agreement, (i) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, became the Amended and Restated Certificate of Incorporation of the Company (the “Amended and Restated Certificate of Incorporation”), as the surviving corporation in the Merger; and (ii) the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), as the surviving corporation in the Merger, except that, in each case, references to the name of Merger Sub have been replaced with references to the name of the Company. | d389485d8k.htm |
| 2017-04-26 | 8-K | 2017-04-25 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On April 25, 2017, Stillwater Mining Company (the “Company”) held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”). 8.01 On April 26, 2017, the Company sent a notice to Delaware Trust Company, as trustee (the “Trustee”) and holders of its 1.75% Convertible Senior Notes due 2032 (the “Notes”) as required under the Indenture, dated as of November 29, 2010 (the “Base Indenture”), by and between the Company and the Trustee, as amended and supplemented by that certain First Supplemental Indenture, dated as of October 17, 2012 (the “First Supplemental Indenture” and, together with the Base Indenture, as amended and supplemented by the First Supplemental Indenture, the “Indenture”). | d381244d8k.htm |
| 2017-04-25 | 8-K | 2017-04-25 | 8.01 Other Events | 8.01 A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | f8k_042517.htm |
| 2017-04-17 | 8-K | 2017-04-17 | 8.01 Other Events | 8.01 On April 17, 2017, Stillwater Mining Company (the “Company”) issued a press release announcing the completion of the review by the Committee on Foreign Investment in the United States (“CFIUS”) related to the previously announced acquisition of the Company by Sibanye Gold Limited. | f8k_041617.htm |
| 2017-03-29 | 8-K | 2017-03-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 29, 2017, Brent R. Wadman, our Vice President, Legal Affairs & Corporate Secretary, terminated employment. | f8k_032917.htm |
| 2017-03-13 | 8-K | 2017-03-13 | 7.01 Regulation FD Disclosure | 7.01 On March 13, 2017, Stillwater Mining Company (the “Company”) announced that it had posted a Canadian National Instrument 43-101 compliant Technical Report for the Mining Operations at Stillwater Mining Company – Stillwater Mine and East Boulder Mine as of 31 December 2016 (the “Report”) to the Company’s website at www.stillwatermining.com. | f8k_031317.htm |
| 2017-03-06 | 8-K | 2017-02-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 · Michael J. McMullen, President and Chief Executive Officer – 83,695 RSUs and target payout of 52,219 PSUs. | f8k_030617.htm |
| 2017-02-16 | 8-K | 2017-02-16 | 2.02 Results of Operations and Financial Condition | 2.02 On February 16, 2017, Stillwater Mining Company issued a press release reporting the Company's fourth quarter and full-year 2016 results. | f8k_021617.htm |