e424b3
CALCULATION
OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Title of Each Class of
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Amount to be
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Offering Price Per
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Aggregate Offering
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Amount of
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Securities to be Registered
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Registered
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Share(1)
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Price(1)
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Registration Fee
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Common Stock, par value $0.001 per share
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1,593,419
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$56.07
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$89,343,003
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$10,372.73
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(1) |
Calculated pursuant to Rule 457(c) and Rule 457(r)
under the Securities Act of 1933, on the basis of the average of
the high and low prices of the registrants common stock on
August 4, 2011 as reported on the New York Stock Exchange.
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-176107
PROSPECTUS SUPPLEMENT
To Prospectus dated August 5, 2011
Molycorp, Inc.
1,593,419 Shares of Common
Stock
This prospectus supplement relates to 1,593,419 shares of
our common stock that may be offered for sale or otherwise from
time to time by the selling stockholder. The prices at which the
selling stockholder may sell the shares will be determined by
prevailing market prices or through privately-negotiated
transactions. We will not receive any proceeds from the sale of
these shares.
The shares of common stock offered under this prospectus
supplement are being registered to permit the selling
stockholder to sell shares from time to time in the public
market. The selling stockholder may sell the shares through
ordinary brokerage transactions or through any other means
described in the section entitled Plan of
Distribution. We do not know when or in what amount the
selling stockholder may offer the shares for sale. The selling
stockholder may sell any, all or none of the shares of common
stock offered by this prospectus supplement.
Our common stock is listed on the New York Stock Exchange, or
NYSE, under the symbol MCP. The last reported sale
price of our common stock on the NYSE on August 4, 2011 was
$55.77 per share.
Investing in our common stock involves risk. Please read
carefully the section entitled Risk Factors on
page S-1
of this prospectus supplement and the information included and
incorporated by reference in this prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
August 5, 2011
TABLE OF
CONTENTS
Prospectus
Supplement
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S-1
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S-1
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S-1
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S-2
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S-3
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S-4
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S-4
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S-4
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S-4
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Page
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1
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1
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1
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2
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2
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3
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3
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3
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4
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As permitted under the rules of the SEC, this prospectus
supplement and the accompanying prospectus incorporates
important business information about Molycorp, Inc. that is
contained in documents that we file with the SEC, but that are
not included in or delivered with this prospectus supplement and
the accompanying prospectus. You may obtain copies of these
documents, without charge, from the website maintained by the
SEC at www.sec.gov, as well as other sources. See Where
You Can Find More Information.
You should rely only on the information contained or
incorporated by reference in this prospectus supplement, the
accompanying prospectus or in any free writing prospectus that
we may provide you. We and the selling stockholder have not
authorized anyone to provide you with different information. You
should not assume that the information contained in this
prospectus supplement, the accompanying prospectus, any document
incorporated by reference or any free writing prospectus is
accurate as of any date, other than the date mentioned on the
cover page of these documents. We and the selling stockholder
are not making offers to sell the shares of common stock
described in this prospectus supplement in any jurisdiction in
which an offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to do
so or to anyone to whom it is unlawful to make an offer or
solicitation.
References in this prospectus supplement and the accompanying
prospectus to the terms we, us,
our, the Company or Molycorp
or other similar terms mean Molycorp, Inc. and its consolidated
subsidiaries, unless we state otherwise or the context indicates
otherwise.
OUR
BUSINESS
We are the only rare earth oxide producer in the Western
hemisphere and own one of the worlds largest, most fully
developed rare earth projects outside of China. Furthermore,
following the execution of our
mine-to-magnets
strategy and completion of our modernization and expansion plan,
we expect to be one of the worlds most integrated
producers of rare earth products, including oxides, metals,
alloys and magnets.
Our rare earths are critical inputs in many existing and
emerging applications including: clean energy technologies, such
as hybrid and electric vehicles and wind power turbines;
multiple high-tech uses, including fiber optics, lasers and hard
disk drives; numerous defense applications, such as guidance and
control systems and global positioning systems; and advanced
water treatment technology for use in industrial, military and
outdoor recreation applications. Global demand for rare earth
elements, or REEs, is projected to steadily increase due to
continuing growth in existing applications and increased
innovation and development of new end uses. We have made
significant investments, and expect to continue to invest, in
developing technologically advanced applications and proprietary
applications for individual REEs.
Our principal executive offices are located at: 5619 Denver Tech
Center Parkway, Suite 1000, Greenwood Village, Colorado
80111, and our telephone number is:
(303) 843-8040.
RISK
FACTORS
Investing in our common stock involves risk. Prior to making a
decision about investing in our common stock, you should
carefully consider the specific factors discussed under the
heading Risk Factors in our most recent Annual
Report on
Form 10-K
and in our most recent Quarterly Reports on
Form 10-Q,
which are incorporated herein by reference and may be amended,
supplemented or superseded from time to time by other reports we
file with the SEC in the future. The risks and uncertainties we
have described are not the only risks we face. Additional risks
and uncertainties not presently known to us or that we currently
deem immaterial may also affect our operations. If any of these
risks actually occurs, our business, results of operations and
financial condition could suffer. In that case, the trading
price of our common stock could decline, and you could lose part
of your investment.
USE OF
PROCEEDS
The shares of common stock offered hereby are being registered
for the account of the selling stockholder identified in the
prospectus supplement. See Selling Stockholder. All
net proceeds from the sale of the shares of common stock covered
by this prospectus supplement will go to the selling
stockholder. We will not receive any part of the proceeds from
such sale of shares.
S-1
SELLING
STOCKHOLDER
We do not know when or in what amounts the selling stockholder
may offer shares of common stock for sale. The selling
stockholder may sell any or all of the shares of common stock
offered by this prospectus supplement. We cannot estimate the
number of the shares of common stock that will be held by the
selling stockholder after the completion of this offering. For
purposes of the table below, we have assumed that, after
completion of the offering, none of the shares of common stock
covered by this prospectus supplement will be held by the
selling stockholder.
The following table sets forth, to our knowledge, certain
information about the selling stockholder as of August 4,
2011.
We have determined beneficial ownership in accordance with the
rules of the SEC. Except as indicated by the footnotes below, we
believe, based on the information furnished to us, that the
selling stockholder named in the table below has sole voting and
investment power with respect to all shares of common stock that
it beneficially owns, subject to applicable community property
laws. The table below is based upon information supplied by the
selling stockholder and Schedule 13Ds filed with the SEC
through August 1, 2011.
The information shown in the table with respect to the
percentage of shares of common stock beneficially owned after
the offering of common stock is based on 83,895,354 shares
of common stock outstanding at August 1, 2011. The
information shown in the table does not reflect any shares of
our mandatory convertible preferred stock or shares of common
stock that would be issuable upon conversion of shares of
mandatory convertible preferred stock or upon conversion of our
convertible senior notes. In computing the number of shares of
common stock beneficially owned by a person and the percentage
ownership of that person, we deemed to be outstanding all shares
of common stock subject to options or warrants held by that
person that are currently exercisable or exercisable within
60 days of August 1, 2011. We did not deem these shares
outstanding, however, for the purpose of computing the
percentage ownership of any other person.
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Shares of Common Stock
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Shares of
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Shares of Common Stock
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Beneficially Owned Prior
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Common Stock
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Beneficially Owned After
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to the Offering
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That May be
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the Offering(2)
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Name and Address of Selling Stockholder
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Number
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Percentage
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Offered Hereby
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Number
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Percentage
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Aktsiaselts Silmet Grupp(1)
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1,593,419
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1.9
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%
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1,593,419
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(1) |
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The address of Aktsiaselts Silmet Grupp is Suur-Karja tn. 5
10140 Tallinn, Estonia. |
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(2) |
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Assumes all of the shares of common stock offered pursuant to
this prospectus supplement are sold. |
Certain
Relationships and Material Transactions
We issued 1,593,419 shares of common stock on April 1,
2011 to Aktsiaselts Silmet Grupp, or Silmet Grupp, a public
limited company organized under the laws of the Republic of
Estonia, in connection with our acquisition of 80% of the issued
and outstanding capital stock of Molycorp Silmet AS (formerly
known as Aktsiaselts Silmet), a public limited company organized
under the laws of the Republic of Estonia. In connection with
the acquisition, pursuant to the terms of the stock purchase
agreement that we entered into with Silmet Grupp, we agreed to
file the registration statement of which this prospectus
supplement forms a part. The 1,593,419 shares of common
stock previously issued to Silmet Grupp are being registered in
connection with the registration statement of which this
prospectus supplement forms a part.
We have agreed with Silmet Grupp to use commercially reasonable
efforts to keep the registration statement of which this
prospectus supplement constitutes a part effective until the
later of (i) a period of six months or
(ii) April 1, 2012. In addition, Silmet Grupp has
signed a
lock-up
agreement that imposes certain restrictions on Silmet
Grupps ability to transfer the 1,593,419 shares of
common stock issued to it in connection with our acquisition of
Molycorp Silmet AS. Pursuant to the
lock-up
agreement, after June 30, 2011 Silmet Grupp may not sell
more than 159,341 shares, per day, of the common stock
issued to it in connection with our acquisition of Molycorp
Silmet AS in public or private sales.
S-2
PLAN OF
DISTRIBUTION
The shares of common stock covered by this prospectus supplement
may be offered and sold from time to time by the selling
stockholder or the selling stockholders pledgees, donees,
transferees or other
successors-in-interest
who have received, after the date of this prospectus supplement
and from the selling stockholder, shares as a gift, pledge,
partnership distribution or other non-sale related transfer. The
selling stockholder will act independently of us in making
decisions with respect to the timing, manner and size of each
sale. Such sales may be made on one or more exchanges or in the
over-the-counter
market or otherwise, at prices and under terms then prevailing
or at prices related to the then current market price or in
negotiated transactions. The offering price of the shares of
common stock may be higher or lower than the current market
price of our common stock on the NYSE or any other exchange or
market. The selling stockholder may sell its shares of common
stock by one or more of, or a combination of, the following
methods:
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purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus
supplement;
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ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
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crosses;
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block trades in which the broker-dealer so engaged will attempt
to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
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a transaction on any exchange or in the
over-the-counter
market;
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in privately negotiated transactions;
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through the distribution of the shares to its partners, members
or stockholder; or
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through the writing of options (including put or call options)
whether the options are listed on an options exchange or
otherwise.
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In addition, any shares that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this prospectus supplement.
In connection with distributions of shares of common stock or
otherwise, the selling stockholder may enter into hedging
transactions with broker-dealers or other financial
institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in
short sales of shares of common stock in the course of hedging
the positions they assume with the selling stockholder. The
selling stockholder may also sell shares of common stock short
and redeliver the shares to close out such short positions. The
selling stockholder may also enter into option or other
transactions with broker-dealers or other financial institutions
which require the delivery to such broker-dealer or other
financial institution of shares of common stock offered by this
prospectus supplement, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus
supplement. The selling stockholder may also pledge shares of
common stock to a broker-dealer or other financial institution,
and, upon a default, such broker-dealer or other financial
institution, may effect sales of the pledged shares pursuant to
this prospectus supplement.
The selling stockholder may enter into derivative transactions
with third parties, or sell securities not covered by this
prospectus supplement to third parties in privately negotiated
transactions.
In effecting sales, broker-dealers or agents engaged by the
selling stockholder may arrange for other broker-dealers to
participate. Broker-dealers or their agents may receive
commissions, discounts or concessions from the selling
stockholder or from other broker-dealers or agents in amounts to
be negotiated immediately prior to the sale.
In order to comply with the securities laws of certain states,
if applicable, shares of common stock must be sold in such
jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain states shares of common stock
may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is
complied with.
S-3
We have advised the selling stockholder that the
anti-manipulation rules of Regulation M under the
Securities Exchange Act of 1934 may apply to sales of
shares of common stock in the market and to the activities of
the selling stockholder. In addition, we will make copies of
this prospectus supplement and the accompanying prospectus
available to the selling stockholder for the purpose of
satisfying the prospectus delivery requirements of the
Securities Act, which may include delivery through the
facilities of the NYSE pursuant to Rule 153 under the
Securities Act. The selling stockholder may indemnify any
broker-dealer that participates in transactions involving the
sale of shares of common stock against certain liabilities,
including liabilities arising under the Securities Act.
At the time a particular offer of shares of common stock is
made, if required, a prospectus supplement will be distributed
that will set forth the number of shares being offered and the
terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation,
any discount, commission or concession allowed or reallowed or
paid to any dealer, and the proposed selling price to the public.
We estimate that our share of the total expenses of the common
stock offered hereby will be approximately $10,000.
LEGAL
MATTERS
Jones Day will pass upon the validity of the shares of common
stock being offered hereby.
EXPERTS
The financial statements incorporated in this prospectus
supplement by reference to Molycorp, Inc.s Current Report
on
Form 8-K
filed on August 5, 2011 for the year ended
December 31, 2010 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting.
WHERE YOU
CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of
the Exchange Act. We file reports, proxy statements and other
information with the SEC. Our SEC filings are available over the
Internet at the SECs web site at
http://www.sec.gov.
You may read and copy any reports, statements and other
information filed by us at the SECs Public Reference Room
at 100 F Street, N.E., Washington, D.C. 20549.
Please call
1-800-SEC-0330
for further information on the Public Reference Room. You may
also inspect our SEC reports and other information at our web
site at
http://www.molycorp.com.
We do not intend for information contained in our web site to be
part of this prospectus supplement, other than documents that we
file with the SEC that are incorporated by reference in this
prospectus supplement or the accompanying prospectus.
INFORMATION
WE INCORPORATE BY REFERENCE
The SEC allows us to incorporate by reference the information we
file with them, which means:
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incorporated documents are considered part of the prospectus
supplement;
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we can disclose important information to you by referring you to
those documents; and
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information that we file with the SEC after the date of this
prospectus supplement will automatically update and supercede
the information contained in this prospectus supplement and
incorporated filings.
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We incorporate by reference the documents listed below that we
filed with the SEC under the Exchange Act:
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our Annual Report on
Form 10-K
for the year ended December 31, 2010;
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our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2011;
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S-4
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our Current Reports on
Form 8-K
filed on January 19, 2011, March 4, 2011,
April 7, 2011, April 20, 2011, May 25, 2011,
June 3, 2011, June 10, 2011, June 16, 2011 and
August 5, 2011; and
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the description of our common stock contained in our
registration statement on
Form 8-A
filed on July 21, 2010, including any subsequently filed
amendments and reports updating such description.
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Our Current Report on
Form 8-K
filed on August 5, 2011 updates and supersedes
Items 6, 7 and 8 of our Annual Report on
Form 10-K
for the year ended December 31, 2010 and Items 1 and 2
of our Quarterly Report on
Form 10-Q
for the three months ended March 31, 2011.
We also incorporate by reference each of the documents that we
file with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act until the offering of the common stock
covered by this prospectus supplement terminates. We will not,
however, incorporate by reference in this prospectus supplement
any documents or portions thereof that are not deemed
filed with the SEC, including any information
furnished pursuant to Item 2.02 or Item 7.01 of our
Current Reports on
Form 8-K
after the date of this prospectus supplement unless, and except
to the extent, specified in such Current Reports.
We will provide you with a copy of any of these filings (other
than an exhibit to these filings, unless the exhibit is
specifically incorporated by reference into the filing
requested) at no cost, if you submit a request to us by writing
or telephoning us at the following address and telephone number:
Molycorp,
Inc.
5619 Denver Tech Center Parkway
Suite 1000
Greenwood Village, Colorado 80111
Telephone Number:
(303) 843-8040
S-5
PROSPECTUS
Molycorp, Inc.
Common Stock
The selling stockholders may offer from time to time shares of
our common stock. We will provide specific terms of any offering
in supplements to this prospectus. You should read this
prospectus and any prospectus supplement carefully before you
invest.
Our common stock is listed on the New York Stock Exchange, or
NYSE, under the symbol MCP. The last reported sale
price of our common stock on the NYSE on August 4, 2011 was
$55.77 per share.
Investing in our common stock involves risk. Please read
carefully the section entitled Risk Factors on
page 1 of this prospectus and the information included and
incorporated by reference in this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is August 5, 2011
TABLE OF
CONTENTS
This prospectus is part of a registration statement that we
filed with the SEC using a shelf registration
process. Under this shelf process, the selling stockholders may,
from time to time, sell any amount of the shares of common stock
described in this prospectus in one or more offerings or resales.
As permitted under the rules of the SEC, this prospectus
incorporates important business information about Molycorp, Inc.
that is contained in documents that we file with the SEC, but
that are not included in or delivered with this prospectus. You
may obtain copies of these documents, without charge, from the
website maintained by the SEC at www.sec.gov, as well as other
sources. See Where You Can Find More Information.
You should rely only on the information contained or
incorporated by reference in this prospectus and in any
prospectus supplement or in any free writing prospectus that we
may provide you. We and the selling stockholders have not
authorized anyone to provide you with different information. You
should not assume that the information contained in this
prospectus, any prospectus supplement, any document incorporated
by reference or any free writing prospectus is accurate as of
any date, other than the date mentioned on the cover page of
these documents. We and the selling stockholders are not making
offers to sell the shares of common stock described in this
prospectus in any jurisdiction in which an offer or solicitation
is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it
is unlawful to make an offer or solicitation.
References in this prospectus to the terms we,
us, our, the Company or
Molycorp or other similar terms mean Molycorp, Inc.
and its consolidated subsidiaries, unless we state otherwise or
the context indicates otherwise.
OUR
BUSINESS
We are the only rare earth oxide producer in the Western
hemisphere and own one of the worlds largest, most fully
developed rare earth projects outside of China. Furthermore,
following the execution of our
mine-to-magnets
strategy and completion of our modernization and expansion plan,
we expect to be one of the worlds most integrated
producers of rare earth products, including oxides, metals,
alloys and magnets.
Our rare earths are critical inputs in many existing and
emerging applications including: clean energy technologies, such
as hybrid and electric vehicles and wind power turbines;
multiple high-tech uses, including fiber optics, lasers and hard
disk drives; numerous defense applications, such as guidance and
control systems and global positioning systems; and advanced
water treatment technology for use in industrial, military and
outdoor recreation applications. Global demand for rare earth
elements, or REEs, is projected to steadily increase due to
continuing growth in existing applications and increased
innovation and development of new end uses. We have made
significant investments, and expect to continue to invest, in
developing technologically advanced applications and proprietary
applications for individual REEs.
Our principal executive offices are located at: 5619 Denver Tech
Center Parkway, Suite 1000, Greenwood Village, Colorado
80111, and our telephone number is:
(303) 843-8040.
RISK
FACTORS
Investing in our common stock involves risk. Prior to making a
decision about investing in our common stock, you should
carefully consider the specific factors discussed under the
heading Risk Factors in our most recent Annual
Report on
Form 10-K
and in our most recent Quarterly Reports on
Form 10-Q,
which are incorporated herein by reference and may be amended,
supplemented or superseded from time to time by other reports we
file with the SEC in the future. The risks and uncertainties we
have described are not the only risks we face. Additional risks
and uncertainties not presently known to us or that we currently
deem immaterial may also affect our operations. If any of these
risks actually occurs, our business, results of operations and
financial condition could suffer. In that case, the trading
price of our common stock could decline, and you could lose part
of your investment.
USE OF
PROCEEDS
The shares of common stock offered hereby are being registered
for the account of the selling stockholders. See Selling
Stockholders. All net proceeds from the sale of the shares
of common stock covered by this prospectus will go to the
selling stockholders. We will not receive any part of the
proceeds from such sale of shares.
1
SELLING
STOCKHOLDERS
Information about selling stockholders, including their
identities and the shares of common stock to be registered on
their behalf, will be set forth in a prospectus supplement, in a
post-effective amendment or in filings we make with the SEC
under the Securities Exchange Act of 1934 that are incorporated
by reference into this prospectus.
PLAN OF
DISTRIBUTION
The shares of common stock covered by this prospectus may be
offered and sold from time to time by the selling stockholders
or the selling stockholders pledgees, donees, transferees
or other
successors-in-interest
who have received, after the date of this prospectus and from
the selling stockholders, shares as a gift, pledge, partnership
distribution or other non-sale related transfer. The selling
stockholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. Such
sales may be made on one or more exchanges or in the
over-the-counter
market or otherwise, at prices and under terms then prevailing
or at prices related to the then current market price or in
negotiated transactions. The offering price of the shares of
common stock may be higher or lower than the current market
price of our common stock on the NYSE or any other exchange or
market. The selling stockholders may sell their shares of common
stock by one or more of, or a combination of, the following
methods:
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purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus;
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ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
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crosses;
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block trades in which the broker-dealer so engaged will attempt
to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
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a transaction on any exchange or in the
over-the-counter
market;
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in privately negotiated transactions;
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through the distribution of the shares to its partners, members
or stockholder; or
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through the writing of options (including put or call options)
whether the options are listed on an options exchange or
otherwise.
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In addition, any shares that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this prospectus.
To the extent required, this prospectus may be amended or
supplemented from time to time to describe a specific plan of
distribution. In connection with distributions of shares of
common stock or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers or other financial
institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in
short sales of shares of common stock in the course of hedging
the positions they assume with the selling stockholders. The
selling stockholders may also sell shares of common stock short
and redeliver the shares to close out such short positions. The
selling stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions
which require the delivery to such broker-dealer or other
financial institution of shares of common stock offered by this
prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction). The
selling stockholders may also pledge shares of common stock to a
broker-dealer or other financial institution, and, upon a
default, such broker-dealer or other financial institution, may
effect sales of the pledged shares pursuant to this prospectus
(as supplemented or amended to reflect such transaction).
The selling stockholders may enter into derivative transactions
with third parties, or sell securities not covered by this
prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement indicates,
in connection with these derivatives, the third parties may sell
securities covered by this
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prospectus, including in short sale transactions. If so, the
third party may use securities pledged by the selling
stockholders or borrowed from the selling stockholders or others
to settle those sales or to close out any related open
borrowings of stock, and may use securities received from the
selling stockholders in settlement of those derivatives to close
out any related open borrowings of stock. The third party in
such sale transactions, if not identified in this prospectus,
will be identified in the applicable prospectus supplement (or a
post-effective amendment).
In effecting sales, broker-dealers or agents engaged by the
selling stockholders may arrange for other broker-dealers to
participate. Broker-dealers or their agents may receive
commissions, discounts or concessions from the selling
stockholders or from other broker-dealers or agents in amounts
to be negotiated immediately prior to the sale.
In order to comply with the securities laws of certain states,
if applicable, shares of common stock must be sold in such
jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain states shares of common stock
may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is
complied with.
We have advised the selling stockholders that the
anti-manipulation rules of Regulation M under the
Securities Exchange Act of 1934 may apply to sales of
shares of common stock in the market and to the activities of
the selling stockholders. In addition, we will make copies of
this prospectus available to the selling stockholders for the
purpose of satisfying the prospectus delivery requirements of
the Securities Act, which may include delivery through the
facilities of the NYSE pursuant to Rule 153 under the
Securities Act. The selling stockholders may indemnify any
broker-dealer that participates in transactions involving the
sale of shares of common stock against certain liabilities,
including liabilities arising under the Securities Act.
At the time a particular offer of shares of common stock is
made, if required, a prospectus supplement will be distributed
that will set forth the number of shares being offered and the
terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation,
any discount, commission or concession allowed or reallowed or
paid to any dealer, and the proposed selling price to the public.
LEGAL
MATTERS
Jones Day will pass upon the validity of the shares of common
stock being offered hereby.
EXPERTS
The financial statements incorporated in this Prospectus by
reference to Molycorp, Inc.s Current Report on
Form 8-K
filed on August 5, 2011 for the year ended
December 31, 2010 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting.
WHERE YOU
CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of
the Exchange Act. We file reports, proxy statements and other
information with the SEC. Our SEC filings are available over the
Internet at the SECs web site at
http://www.sec.gov.
You may read and copy any reports, statements and other
information filed by us at the SECs Public Reference Room
at 100 F Street, N.E., Washington, D.C. 20549.
Please call
1-800-SEC-0330
for further information on the Public Reference Room. You may
also inspect our SEC reports
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and other information at our web site at
http://www.molycorp.com.
We do not intend for information contained in our web site to be
part of this prospectus, other than documents that we file with
the SEC that are incorporated by reference in this prospectus.
INFORMATION
WE INCORPORATE BY REFERENCE
The SEC allows us to incorporate by reference the information we
file with them, which means:
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incorporated documents are considered part of the prospectus;
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we can disclose important information to you by referring you to
those documents; and
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information that we file with the SEC after the date of this
prospectus will automatically update and supercede the
information contained in this prospectus and incorporated
filings.
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We incorporate by reference the documents listed below that we
filed with the SEC under the Exchange Act:
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our Annual Report on
Form 10-K
for the year ended December 31, 2010;
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our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2011;
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our Current Reports on
Form 8-K
filed on January 19, 2011, March 4, 2011,
April 7, 2011, April 20, 2011, May 25, 2011,
June 3, 2011, June 10, 2011, June 16, 2011 and
August 5, 2011; and
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the description of our common stock contained in our
registration statement on
Form 8-A
filed on July 21, 2010, including any subsequently filed
amendments and reports updating such description.
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Our Current Report on
Form 8-K
filed on August 5, 2011 updates and supersedes
Items 6, 7 and 8 of our Annual Report on
Form 10-K
for the year ended December 31, 2010 and Items 1 and 2
of our Quarterly Report on
Form 10-Q
for the three months ended March 31, 2011.
We also incorporate by reference each of the documents that we
file with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act until the offering of the common stock
covered by this prospectus terminates. We will not, however,
incorporate by reference in this prospectus any documents or
portions thereof that are not deemed filed with the
SEC, including any information furnished pursuant to
Item 2.02 or Item 7.01 of our Current Reports on
Form 8-K
after the date of this prospectus unless, and except to the
extent, specified in such Current Reports.
We will provide you with a copy of any of these filings (other
than an exhibit to these filings, unless the exhibit is
specifically incorporated by reference into the filing
requested) at no cost, if you submit a request to us by writing
or telephoning us at the following address and telephone number:
Molycorp,
Inc.
5619 Denver Tech Center Parkway
Suite 1000
Greenwood Village, Colorado 80111
Telephone Number:
(303) 843-8040
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