8-K

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): August 2, 2012

MERCER INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)

Washington

(State or other jurisdiction of incorporation or organization)

000-51826	47-0956945
(Commission File Number)	(I.R.S. Employer Identification No.)

Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada V6C 1G8

(Address of Office)

(604) 684-1099

(Registrant’s telephone number, including area code)

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS.

On August 2, 2012 Mercer International Inc. (the “Company”) announced by press release that its Board of Directors has re-authorized a repurchase program for up to $14.4 million of the Company’s outstanding shares of common stock over the next 12 months. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
99.1	Press Release dated August 2, 2012

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.

MERCER INTERNATIONAL INC.

/s/ David M. Gandossi

David M. Gandossi

Chief Financial Officer

Date: August 2, 2012

MERCER INTERNATIONAL INC.

FORM 8-K

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated August 2, 2012

EX-99.1

Exhibit 99.1

For Immediate Release

MERCER INTERNATIONAL INC. ANNOUNCES RE- AUTHORIZATION OF SHARE REPURCHASE PROGRAM

NEW YORK, NY, August 2, 2012 — Mercer International Inc. (Nasdaq: MERC, TSX: MRI.U) (the “Company”) today announced that its Board of Directors has re-authorized the Company’s share repurchase program to allow for the repurchase of up to approximately $14.4 million of the Company’s outstanding shares of common stock over the next 12 months. As of the date hereof, the Company has repurchased a total of approximately $10.6 million shares of its common stock in connection with the previous $25.0 million share repurchase program authorized by its Board of Directors in August 2011.

Mr. Jimmy Lee, President and Chairman, stated: “Our intention to continue to make open market purchases of our outstanding shares of common stock reflects our Board of Directors’ continued confidence in our growth prospects and our desire to create value for our shareholders. Based on current market prices, we believe the re-authorization of the repurchase program is in the best interests of the Company and our shareholders.”

The program calls for the repurchases to be made at management’s discretion in the open market or in privately negotiated transactions from time to time in compliance with applicable laws, rules, and regulations, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended, subject to cash requirements for other purposes, and other relevant factors, such as trading price, trading volume and general market and business conditions.

There is no guarantee as to the exact number of shares that will be repurchased by the Company, and the Company may discontinue repurchases at any time that the Board of Directors determines additional repurchases are not warranted. All of the repurchases will be funded by the Company’s available working capital. As of August 1, 2012, the Company had approximately 55.8 million shares outstanding and, as of June 30, 2012, the Company had approximately €130.9 million in cash and cash equivalents.

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Our Board of Directors will periodically review the share repurchase program and may authorize adjustments to the program’s term and size. The Board may also suspend or discontinue the repurchase program at any time.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any country or state in which such offer, solicitation, or sales of these securities would be unlawful prior to registration or qualification under the securities laws of any such country or state.

Mercer International Inc. is a global pulp manufacturing company. To obtain further information on the company, please visit its web site at http://www.mercerint.com.

The preceding includes forward-looking statements which involve known and unknown risks and uncertainties which may cause our actual results in future periods to differ materially from forecasted results. Among those factors which could cause actual results to differ materially are the following: the highly cyclical nature of our business, raw material costs, our level of indebtedness, competition, foreign exchange and interest rate fluctuations, our use of derivatives, expenditures for capital projects, environmental regulation and compliance, disruptions to our production, market conditions and other risk factors listed from time to time in our SEC reports.

APPROVED BY:

Jimmy S.H. Lee

Chairman & President

(604) 684-1099

David M. Gandossi

Executive Vice-President &

Chief Financial Officer

(604) 684-1099