-----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, Cilfw7QJso4Wugbg8ms/Ax7IUUP+oBPQu4r4CjTUqkLV9R9Z/0OZ8acAsbxxmtjI zoytCB5hV8uEXdcg3mAT4Q== 0001102624-10-000573.txt : 20101129 0001102624-10-000573.hdr.sgml : 20101129 20101129064455 ACCESSION NUMBER: 0001102624-10-000573 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101129 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101129 DATE AS OF CHANGE: 20101129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STILLWATER MINING CO /DE/ CENTRAL INDEX KEY: 0000931948 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 810480654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13053 FILM NUMBER: 101217327 BUSINESS ADDRESS: STREET 1: 1321 DISCOVERY DRIVE CITY: BILLINGS STATE: MT ZIP: 59102 BUSINESS PHONE: 406.373.8700 MAIL ADDRESS: STREET 1: 1321 DISCOVERY DRIVE CITY: BILLINGS STATE: MT ZIP: 59102 8-K 1 stillwatermining8k.htm STILLWATER MINING COMPANY 8-K


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: November 29, 2010
(Date of earliest event reported)

Stillwater Mining Company
(Exact name of registrant as specified in its charter)

DE
(State or other jurisdiction
of incorporation)
001-13053
(Commission File Number)
81-0480654
(IRS Employer
Identification Number)

1321 Discovery Drive
(Address of principal executive offices)
  59102
(Zip Code)

4063738700
(Registrant's telephone number, including area code)

Not Applicable
(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 7.01. Regulation FD Disclosure

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:
            None
(b) Pro forma financial information:
            None
(c) Shell company transactions:
            None
(d) Exhibits
            99.1       Press Release of Stillwater Mining Company dated November 29, 2010


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.


Dated: November 29, 2010
STILLWATER MINING COMPANY

By:  /s/ John R. Stark                    
     John R. Stark
     Executive Vice President


Exhibit Index
Exhibit No. Description
99.1 Press Release of Stillwater Mining Company dated November 29, 2010
EX-99 2 stillwaterminingcom.htm STILLWATER MINING COMPANY PRESS RELEASE

Stillwater Announces Commencement of Secondary Offerings by Its Majority Shareholder

BILLINGS, MT -- (Marketwire - November 29, 2010) - STILLWATER MINING COMPANY (NYSE: SWC) -- On November 29, 2010, Stillwater Mining Company announced a secondary offering of 37,000,000 shares of its common stock by its majority stockholder, Norimet Limited (the "selling stockholder"), pursuant to a shelf registration statement filed with the Securities and Exchange Commission. The selling stockholder has also granted the underwriters of the common stock offering an option to purchase a maximum of 3,813,222 additional shares of common stock to cover over-allotments, if any. Concurrently with this offering, the selling stockholder expects to sell up to 7,840,000 additional shares of the Company's common stock to UBS Securities LLC or an affiliate thereof in connection with an offering by UBS AG of its Mandatorily Exchangeable Notes due 2012 (the "exchangeable notes"). The selling stockholder has also granted UBS Securities LLC or an affiliate thereof an option to purchase a maximum of 1,160 ,000 additional shares of common stock if the underwriter of the exchangeable notes offering exercises its over-allotment option in full. If the offerings are successfully consummated, the selling stockholder's ownership of outstanding shares of Stillwater's common stock following these transactions would be less than 10%, or reduced to zero if the over-allotment option for both offerings is exercised in full. Stillwater will not receive any proceeds from either transaction.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, UBS Securities LLC and VTB Capital PLC are acting as joint bookrunning managers for the underwritten public offering of the common stock. VTB Capital PLC is not a U.S. registered broker-dealer, and therefore, to the extent that it intends to effect any sales of shares of the common stock in the United States, it will do so through one or more U.S. registered broker-dealers, which may be affiliates of VTB Capital PLC, to the extent required by applicable U.S. securities laws and regulations. UBS Securities LLC is the sole bookrunner and underwriter for the exchangeable notes offering. A copy of the prospectus supplement and base prospectus relating to the underwritten public offering of the common stock may be obtained by contacting: Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York, 10010-3629 (800-221-1037), J.P. Morgan Securities LLC, Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, (866- 803-9204), or UBS Securities LLC, 299 Park Avenue, New York, New York, 10171, Attn: Prospectus Department (888-827-7275, ext. 3884). A copy of the base prospectus and prospectus supplement relating to the underlying common stock being offered in connection with the underwritten public offering of the exchangeable notes may be obtained by contacting UBS Securities LLC, 299 Park Avenue, New York, New York, 10171, Attn: Prospectus Department (888-827-7275, ext. 3884).

A shelf registration statement relating to both the underwritten public offering of common stock and the shares of common stock underlying the exchangeable notes offering was filed by the Company with the Securities and Exchange Commission (the "SEC") on November 29, 2010 and became effective automatically upon such filing. UBS AG has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement for the offering of the exchangeable notes) with the SEC for the offering of the exchangeable notes. This press release shall not constitute an offer to sell or solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Before you invest, you should read these documents and other documents filed with the SEC for more complete information. You may obtain these documents for free by visiting EDGAR on the SEC's website at http://www.sec.gov.

About Stillwater

Stillwater Mining Company is the only U.S. producer of palladium and platinum and is the largest primary producer of platinum group metals outside of South Africa and the Russian Federation. The Company's shares are traded on the New York Stock Exchange under the symbol SWC.

Forward-Looking Statements

The matters discussed in this release include forward-looking statements. These statements are based on current expectations or beliefs and are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including without limitation, whether or not the offerings of the common stock will be consummated. Stillwater is providing this information as of the date of this news release and assumes no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this press release.

Investor Relations 
Sard Verbinnen & Co
Dan Gagnier
Tel: +1.212-687-8080
DGagnier@SARDVERB.com

Stillwater Mining Company
Gregory Wing
Tel: +1.406.373.8706
gwing@stillwatermining.com


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