0001179110-17-015575.txt : 20171218
0001179110-17-015575.hdr.sgml : 20171218
20171218215941
ACCESSION NUMBER: 0001179110-17-015575
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171214
FILED AS OF DATE: 20171218
DATE AS OF CHANGE: 20171218
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TAFT DAVID A
CENTRAL INDEX KEY: 0001448562
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-31380
FILM NUMBER: 171262748
MAIL ADDRESS:
STREET 1: ONE INTERNATIONAL PLACE
STREET 2: 31ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: IBS CAPITAL LLC
CENTRAL INDEX KEY: 0001414860
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-31380
FILM NUMBER: 171262750
BUSINESS ADDRESS:
STREET 1: ONE INTERNATIONAL PLACE
STREET 2: 31ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110
BUSINESS PHONE: (617) 310-5160
MAIL ADDRESS:
STREET 1: ONE INTERNATIONAL PLACE
STREET 2: 31ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: IBS TURNAROUND FUND (QP) (A LTD PARTNERSHIP)
CENTRAL INDEX KEY: 0001415021
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-31380
FILM NUMBER: 171262749
BUSINESS ADDRESS:
STREET 1: ONE INTERNATIONAL PLACE
STREET 2: 31ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110
BUSINESS PHONE: (617) 261-5327
MAIL ADDRESS:
STREET 1: ONE INTERNATIONAL PLACE
STREET 2: 31ST FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Applied Minerals, Inc.
CENTRAL INDEX KEY: 0000008328
STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400]
IRS NUMBER: 820096527
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 110 GREENE STREET
STREET 2: SUITE 1101
CITY: NEW YORK
STATE: NY
ZIP: 10012
BUSINESS PHONE: 212-226-4256
MAIL ADDRESS:
STREET 1: 110 GREENE STREET
STREET 2: SUITE 1101
CITY: NEW YORK
STATE: NY
ZIP: 10012
FORMER COMPANY:
FORMER CONFORMED NAME: ATLAS MINING CO
DATE OF NAME CHANGE: 19990716
4/A
1
edgar.xml
FORM 4/A -
X0306
4/A
2017-12-14
2017-12-18
0
0000008328
Applied Minerals, Inc.
AMNL
0001414860
IBS CAPITAL LLC
ONE INTERNATIONAL PLACE
SUITE 3120
BOSTON
MA
02110
0
0
1
0
0001415021
IBS TURNAROUND FUND (QP) (A LTD PARTNERSHIP)
ONE INTERNATIONAL PLACE
SUITE 3120
BOSTON
MA
02110
0
0
1
0
0001448562
TAFT DAVID A
ONE INTERNATIONAL PLACE
SUITE 3120
BOSTON
MA
02110
0
0
1
0
Warrant (right to buy)
.10
2017-12-14
4
P
0
601060
A
2017-12-14
2022-12-14
Common Stock
601060
601060
I
See footnote
Warrant (right to buy)
.10
2017-12-14
4
P
0
299317
A
2017-12-14
2022-12-14
Common Stock
299317
299317
I
See footnote
Warrant (right to buy)
.10
2017-12-14
4
P
0
58401
A
2017-12-14
2022-12-14
Common Stock
58401
58401
I
See footnote
PIK - Election Convertible Note due 2018
.83
2017-12-14
4
J
0
2575534
D
2018-11-03
Common Stock
3103053
0
I
See footnote
PIK - Election Convertible Note due 2018
.83
2017-12-14
4
J
0
1282568
D
2018-11-03
Common Stock
1545262
0
I
See footnote
PIK - Election Convertible Note due 2018
.83
2017-12-14
4
J
0
250248
D
2018-11-03
Common Stock
301503
0
I
See footnote
PIK - Election Convertible Note due 2023
.40
2017-12-14
4
J
0
2575534
A
2023-05-03
Common Stock
6438834
2575534
I
See footnote
PIK - Election Convertible Note due 2023
.40
2017-12-14
4
J
0
1282568
A
2023-05-03
Common Stock
3206419
1282568
I
See footnote
PIK - Election Convertible Note due 2023
.40
2017-12-14
4
J
0
250248
A
2023-05-03
Common Stock
625619
250248
I
See footnote
This Form 4 is being filed on behalf of IBS Capital LLC ("IBS Capital"), The IBS Turnaround Fund (QP) (A Limited Partnership) (the "QP Fund"), The IBS Turnaround Fund, L.P. (the "LP Fund"), The IBS Opportunity Fund, Ltd., (the "Opportunity Fund"), and David A. Taft ("Taft") (IBS Capital, the QP Fund, the LP Fund, the Opportunity Fund and Taft are each a "Reporting Person" and collectively the "Reporting Persons"), each of which has the same business address and may have a pecuniary interest in the securities reported herein. IBS Capital is the general partner of QP Fund and LP Fund. IBS Capital is the investment manager of the Opportunity Fund. The QP Fund, the LP Fund and the Opportunity Fund are hereinafter referred to as the "IBS Capital Funds". Taft is the president and a member of IBS Capital.
Each of the QP Fund, the LP Fund and the Opportunity Fund is the direct holder of a PIK Convertible Note issued by Applied Minerals, Inc. (the "Issuer") and due in 2018 (each, a "Series A Note"), pursuant to transactions previously reported on Form 4. As of December 14, 2017 (the "Transaction Date"), the QP Fund is the holder of Series A Notes in the principal amount of $2,575,534. The LP Fund is the holder of Series A Notes in the principal amount of $1,282,568. The Opportunity Fund is the holder of Series A Notes in the principal amount of $250,248.
A majority of the holders of the Series A Notes voted to extend (the "Extension") the maturity date of the Series A Notes from November 3, 2018 to May 1, 2023, such Extension to be effective as of December 14, 2017 (The "Transaction Date"). The Series A Notes were initially issued on, and were exercisable from, November 4, 2014. In connection the Extension, the conversion price of the Series A Notes was reduced from $0.83 to $0.40 as of the Transaction Date. Following the reduction of the conversion price: (i) the Series A Notes held by the QP Fund are convertible into 6,438,834 shares of the Issuer's Common Stock ("Shares"); (ii) the Series A Notes held by the LP Fund are convertible into 3,206,419 Shares; and (iii) the Series A Notes held by the Opportunity Fund are convertible into 625,619 Shares. Pursuant to SEC guidance, the amendment to the Series A Notes is reported on this Form 4 as though the pre- Extension Series A Notes were cancelled and replaced with new Series A Notes.
In connection with the Extension, on the Transaction Date the Issuer issued warrants (the "Warrants") representing the right to purchase Shares at an exercise price of $0.10 per Share, in the following amounts: (i) 299,317 Warrants issued to the LP Fund; (ii) 601,060 Warrants issued to the QP Fund; and (iii) 58,401 Warrants issued to the Opportunity Fund. The Warrants are each exercisable as of the Transaction Date and have an expiration date that is five years following the Transaction Date.
The Reporting Persons each disclaim any beneficial ownership of the securities except to the extent of any pecuniary interest.
Amount includes an additional $49,607 in principal amount representing PIK interest received.
This Form 4 Amendment (this "Amendment") is being filed on behalf of IBS Capital LLC ("IBS Capital"), The IBS Turnaround Fund (QP) (A Limited Partnership) (the "QP Fund") and David A. Taft ("Taft") (IBS Capital, the QP Fund and Taft are each a "Reporting Person" and collectively the "Reporting Persons") to amend Column 4 of Table II in the Form 4 submitted on December 18, 2017 (the "Original Form 4") to correct the transaction code listed for Rows 3, 4 and 5 set forth therein. The Original Form 4 listed the transaction code as "D," indicating a disposition to the issuer of issuer equity securities, but the Reporting Persons intended to list the transaction code as "J" to more accurately reflect the amendment and extension of the Series A Notes (as defined in the Original Form 4).
/s/ David A. Taft, President of IBS Capital LLC
2017-12-18
/s/ David A. Taft, President of IBS Capital LLC, the general partner of The IBS Turnaround Fund (QP) (A Limited Partnership)
2017-12-18
/s/ David A. Taft
2017-12-18