-----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, DfFaAb6L8Thhvx/8De8Pdi89HUz+u5AIj5STsugw1WBhYm7iKE1nJ9sTvK60ugh1 YnQ03BiWXZ7N600yZvp2fw== 0001144204-05-031862.txt : 20051017 0001144204-05-031862.hdr.sgml : 20051017 20051017160737 ACCESSION NUMBER: 0001144204-05-031862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051013 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051017 DATE AS OF CHANGE: 20051017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WITS BASIN PRECIOUS MINERALS INC CENTRAL INDEX KEY: 0000912875 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 841236619 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12401 FILM NUMBER: 051141022 BUSINESS ADDRESS: STREET 1: 80 SOUTH 8TH STREET STREET 2: SUITE 900 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (612)349-5277 MAIL ADDRESS: STREET 1: 80 SOUTH 8TH STREET STREET 2: SUITE 900 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVE IQ TECHNOLOGIES INC DATE OF NAME CHANGE: 20010702 FORMER COMPANY: FORMER CONFORMED NAME: METEOR INDUSTRIES INC DATE OF NAME CHANGE: 19960313 8-K 1 v027325_8k.htm

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): October 13, 2005
 
WITS BASIN PRECIOUS MINERALS INC.
(Exact Name of Registrant as Specified in Charter)


Minnesota
  
1-12401
  
84-1236619
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)

80 South 8th Street, Suite 900
  
55402
Minneapolis, Minnesota
(Address of Principal Executive Offices)
  
(Zip Code)

 
612.349.5277
  
 
(Registrant’s telephone number, including area code)
  
 
 
  
 
(Former Name or Former Address, if Changed Since Last Report)
  


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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
Item 1.01. Entry into a Material Definitive Agreement.

On October 13, 2005, the Registrant’s Board of Directors (the “Board”) authorized the issuance of a 2-year warrant to Stephen D. King, a current Board member, to purchase 1,000,000 shares of the Registrant’s common stock at an exercise price of $0.15 per share. The warrant was issued as consideration for Mr. King’s continued consulting services of strategic merger, acquisition, corporate advice pertaining to the Registrant’s Colorado mining opportunities and for providing a personal guaranty to secure corporate financing.

On October 13, 2005, the Registrant’s Board authorized the reduction in the exercise price of a warrant issued to Relevant Marketing, LLC (“Relevant”) on April 22, 2005, for public relations, marketing services and Internet consulting. Relevant will be allowed a reduced price on the 300,000 stock purchase warrants held, to reflect a $0.15 per share exercise price, a reduction of $0.35 per share from the original issue exercise price of $0.50. Relevant’s CEO is Deb Kramer, who is married to Stephen D. King.
 
Item 3.02. Material Modifications to Rights of Security Holders.

On October 13, 2005, the Registrant’s Board authorized an extension to 4,241,500 warrants (the “Warrants”) issued in connection with the Registrant’s October 2003 private placement. The common stock underlying the Warrants is currently available for resale under a base Prospectus dated May 4, 2005. The Warrants were originally due to expire in October 2004, but were extended by the Board to October 2005. Currently, 2,579,000 of the Warrants are to expire on October 14, 2005, and 1,662,500 of the Warrants are to expire on October 24, 2005. The Board has authorized an extension in the expiration of the Warrants from the previous extended dates until November 30, 2005.

The terms of the Warrants are as follows: each Warrant represents the right to purchase one (1) share of the Registrant’s common stock, $0.01 par value, at an exercise price of $0.75 per share until November 30, 2005. The warrants are redeemable by the Registrant at a redemption price of $0.01 per redeemable warrant at any time on 10 days’ notice, provided that the market price of its common stock equals or exceeds $0.75 per share for 10 consecutive trading days.
 
Item 9.01.   Financial Statements and Exhibits.

(c) Exhibits:

None
 
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 17, 2005 By:   /s/ Mark D. Dacko
 
Mark D. Dacko
  Chief Financial Officer
-----END PRIVACY-ENHANCED MESSAGE-----