-----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, UbxPJYs6IzINhPYRmsKTfbw/0x/hKv3vV7BOSskybeuEsx38D9kuEbUK4bmavVv2 JtDJORswzOiAKKZ3nYlQUg== 0001140361-08-006520.txt : 20080312 0001140361-08-006520.hdr.sgml : 20080312 20080312141357 ACCESSION NUMBER: 0001140361-08-006520 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080312 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080312 DATE AS OF CHANGE: 20080312 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: 08683175 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 form8k.htm STILLWATER MINING COMPANY 8K 3-12-2008 form8k.htm


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):
March 12, 2008  (March 12, 2008)


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

Delaware
1-13053
81-0480654
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1321 Discovery Drive, Billings, Montana
59102
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code
 
(406) 373-8700
 
       

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 (see General Instruction A.2. below):
 
¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨  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

 
On March 12, 2008, Stillwater Mining Company (the “Company”) issued a press release, announcing the closing of its offering of $181.5 million aggregate principal amount of 1.875% Convertible Senior Notes due 2028 to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933.
 
The information set forth under “Item 7.01 Regulation FD Disclosure” and Exhibit 99.1 is intended to be furnished pursuant to Item 7.01. Such information, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 7.01 shall not be deemed an admission by the Company as to the materiality of such information.
 

Item 9.01.
Financial Statements and Exhibits



99.1
Press Release dated March 12, 2008.

 
 

 

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.
 

  STILLWATER MINING COMPANY
   
   
Dated:  March 12, 2008
By:
/s/ John Stark
   
Name:  John Stark
   
Title:  Vice President

 
 

 
 
EXHIBIT INDEX
 
 
Number
Title
Press Release dated March 12, 2008.
 
 

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

Exhibit 99.1
 
Stillwater Mining Company Announces Closing of $181.5 Million Convertible Senior Notes

BILLINGS, MT--(Marketwire - March 12, 2008) - STILLWATER MINING COMPANY (NYSE: SWC) today announced the closing of its offering of $181.5 million aggregate principal amount of 1.875% Convertible Senior Notes due 2028 to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933. Stillwater Mining recently announced the pricing of $165 million aggregate principal amount of the notes subsequent to which, in connection with the closing, the initial purchaser exercised in full its option to acquire an additional $16.5 million of the notes to cover over-allotments.

If certain conditions are met, the notes will be convertible into shares of Stillwater Mining common stock. The notes will pay interest semiannually at a rate of 1.875% per annum. The notes will be convertible at an initial conversion price of $23.51 per share, which is equal to a conversion rate of approximately 42.5 shares of common stock per $1,000 principal amount of notes.

In connection with the offering, MMC Norilsk Nickel and its subsidiaries purchased $80 million principal amount of the $181.5 million aggregate principal amount.

The net proceeds to Stillwater Mining from the offering were approximately $176.6 million. Stillwater Mining intends to use the proceeds from the offering to repay indebtedness under its outstanding credit facility and for general corporate purposes.

The notes being offered in the private placement are being offered only to qualified institutional buyers, as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The notes have not been registered under the Securities Act or any other state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities law.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the notes.

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. Information on Stillwater Mining can be found at its Website: www.stillwatermining.com.

Some statements contained in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, therefore, involve uncertainties or risks that could cause actual results to differ materially. These statements may contain words such as "believes," "anticipates," "plans," "expects," "intends," "estimates" or similar expressions. These statements are not guarantees of the Company's future performance and are subject to risks, uncertainties and other important factors that could cause our actual performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Such statements include, but are not limited to, comments regarding Stillwater Mining's plans for the offering, the use of the offering proceeds, expansion plans, costs, grade, production and recovery rates, permitting, financing needs, the terms of future credit facilities and capital expenditures, increases in processing capacity, cost reduction measures, safety, timing for engineering studies, and environmental permitting and compliance, litigation, labor matters and the palladium and platinum market. Additional information regarding factors, which could cause results to differ materially from management's expectations, is found in the section entitled "Risk Factors" in the Company's 2007 Annual Report on Form 10-K. The Company intends that the forward-looking statements contained herein be subject to the above-mentioned statutory safe harbors. Investors are cautioned not to rely on forward-looking statements. The Company disclaims any obligation to update forward-looking statements.


CONTACT:
Dawn McCurtain
406-373-8787
 
 

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