-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F0yXWHZzwO742afigpZ9LSg6vc8q9Glp3qW3j2kMdLTLEFDVw3ZNTd53CBo0p8DF /OGAqBfR5bsHBDBk65xPAQ== 0000950144-01-003130.txt : 20010228 0000950144-01-003130.hdr.sgml : 20010228 ACCESSION NUMBER: 0000950144-01-003130 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010216 ITEM INFORMATION: FILED AS OF DATE: 20010226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZEMEX CORP CENTRAL INDEX KEY: 0000075644 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 135496920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00228 FILM NUMBER: 1554631 BUSINESS ADDRESS: STREET 1: CT TOWER, BCE PLACE STREET 2: 161 BAY ST, STE 3750 P O BOX 703 CITY: TORONTO ONTARIO M5J STATE: A6 BUSINESS PHONE: 4163658080 MAIL ADDRESS: STREET 1: CANADA TRUST TOWER STREET 2: BCE PLACE 161 BAY ST,# 3750 PO BOX 703 CITY: TORONTO ONTARIO M5J STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC TIN CONSOLIDATED CORP DATE OF NAME CHANGE: 19860720 8-K 1 t25965e8-k.txt ZEMEX CORPORATION 1 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): February 16, 2001 ZEMEX CORPORATION (Exact Name of Registrant as Specified in Charter) CANADA 1-228 None (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) CANADA TRUST TOWER, BCE PLACE 161 BAY STREET, SUITE 3750 M5J 2S1 TORONTO, ONTARIO, CANADA (Address of Principal Executive Offices) (Zip Code) Registrants' telephone number, including area code: (416) 365-8080 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. On November 17, 2000, the Registrant's wholly owned subsidiary, Zemex U.S. Corporation, a Delaware corporation, entered into a Stock Purchase Agreement with Hecla Mining Company, a Delaware corporation, pursuant to which, Zemex U.S. was to purchase (or cause its designees to purchase) all of the issued and outstanding capital stock of Hecla Mining Company's wholly owned subsidiary, Kentucky-Tennessee Clay Company, a Delaware corporation, and Hecla de Brasil Empreendimentos de Participacoes Ltda., a Brazilian sociedade civil por quotas de responsibilidade limitada. On February 16, 2001, Registrant formally terminated the Stock Purchase Agreement with Hecla Mining Company. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of Registrant announcing the termination of the Stock Purchase Agreement. 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. ZEMEX CORPORATION Dated: February 23, 2001 By: /s/ Allen J. Palmiere ------------------------------------ Allen J. Palmiere Vice President and Chief Financial Officer 4 EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 99.1 Press Release, dated February 16, 2001, announcing the termination of the Stock Purchase Agreement with Hecla Mining Company.
EX-99.1 2 t25965ex99-1.txt PRESS RELEASE DATED 2/16/2001 1 Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE ZEMEX TERMINATES CONTRACT WITH HECLA MINING COMPANY TORONTO, ONTARIO - FEBRUARY 16, 2001 - ZEMEX CORPORATION (NYSE, TSE: ZMX) announced today that it had formally terminated its contract today with Hecla Mining Company (NYSE:HL), to purchase of Hecla's Kentucky-Tennessee Clay Company subsidiary. Zemex had previously notified Hecla that because of a material adverse change in K-T Clay's business, the conditions to Zemex's obligation to purchase K-T Clay had not been satisfied. Richard Lister, president of Zemex Corporation, stated, "We regret that we were forced to take this action. K-T Clay would be a fine strategic acquisition for us, but the dramatic deterioration in K-T Clay's operating results after the time we agreed to purchase it left us no alternative." Mr. Lister further stated, "As Hecla had not taken steps to formally terminate the contract, we had hoped to restructure the transaction on a mutually satisfactory basis. Unfortunately this has not proven possible. As we are now in a position to terminate the contract we feel that we have no alternative but to do so. If the opportunity presents itself, we would reconsider the purchase of K-T Clay on a restructured basis." Zemex Corporation is a diversified producer of industrial minerals and specialty products and, through its Alumitech division, reprocesses aluminum drosses with patented zero discharge technology. Zemex currently operates facilities across the United States and Canada. Its products are used in a variety of commercial applications and are sold throughout the United States, Canada and Europe. For further information, please contact: Richard Lister President and Chief Executive Officer (416) 365-5667 Allen J. Palmiere Vice President and Chief Financial Officer (416) 365-8091 This press release may contain "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward statements include statements regarding the intent, belief or current expectation of the Corporation and members of its senior management team, including, without limitation, expectations regarding prospective performance and opportunities. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by the Corporation.
-----END PRIVACY-ENHANCED MESSAGE-----