8-K 1 c80495e8vk.txt FORM 8-K 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): October 24, 2003 WITS BASIN PRECIOUS MINERALS INC. (Exact Name of Registrant as Specified in Charter) Minnesota 1-12401 84-1236619 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 800 Nicollet Mall, Suite 2690 Minneapolis, Minnesota 55402 (Address of Principal Executive Offices) (Zip Code) 612.664.0570 (Registrant's telephone number, including area code) (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On October 24, 2003, Wits Basin Precious Minerals Inc. (the "Registrant") completed a private placement of units of its securities, each unit consisting of one share of the Registrant's common stock and a one-year warrant to purchase one-half share of common stock at an exercise price of $0.75 per share. The Registrant sold an aggregate of 10,190,000 units, resulting in aggregate gross proceeds of approximately $2,547,500. In connection with the private placement, the Registrant engaged placement agents and other finders. As compensation for their services, the Registrant agreed to pay compensation to each such agent as follows: (i) a commission payable in cash or common stock (priced at $0.50 per share) equal to 10% of the gross proceeds resulting from each agent's selling efforts; and (ii) a 4-year warrant to purchase such number of shares (at an exercise price of $0.50 per share) of common stock equal to 10% of the units sold as a result of their efforts. In accordance with such terms, the Registrant paid aggregate cash commissions of $250,500, and issued, in the aggregate, warrants to purchase an additional 1,002,000 shares of common stock. Copies of the Registrant's press releases dated October 14, 2003 and October 28, 2003, are attached hereto as Exhibits 99.1 and 99.2 and incorporated by reference herein. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits
Exhibit Description of Document ------- ----------------------- 4.1 Form of Common Stock Purchase Warrant 99.1 Press release dated October 14, 2003 99.2 Press release dated October 28, 2003
3 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WITS BASIN PRECIOUS MINERALS INC. Date: October 30, 2003 By: /s/ Mark D. Dacko ------------------------------ Mark D. Dacko Chief Financial Officer 4 EXHIBIT INDEX
Exhibit Description of Document ------- ----------------------- 4.1 Form of Common Stock Purchase Warrant 99.1 Press release dated October 14, 2003 99.2 Press release dated October 28, 2003
5