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 (Date of Earliest Event Reported): October 11, 2012

Stillwater Mining Company

(Exact name of registrant as specified in its charter)

Delaware	001-13053	81-0480654
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1321 Discovery Drive

Billings, Montana 59102

(Address of principal executive offices)

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:

¨ 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 8.01. Other Events

Stillwater Mining Company (“Stillwater”) announced today that it has priced its previously announced offering of $345.00 million aggregate principal amount of 1.75% convertible senior notes due 2032 (the “notes”). Stillwater has also granted the underwriters of the notes a 30-day over-allotment option to purchase up to $51.75 million additional aggregate principal amount of the notes (subject to certain limitations). The notes will mature on October 15, 2032, unless earlier converted, redeemed or repurchased. The notes will bear interest at a rate of 1.75% per annum, which will be payable semi-annually in arrears on each April 15 and October 15 of each year beginning on April 15, 2013.

Stillwater intends to use the net proceeds from the offering to repay amounts that may come due under Stillwater’s outstanding 1.875% convertible debentures in March 2013, and any additional proceeds may be used for general corporate purposes.

Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the offering, which is being made pursuant to an effective shelf registration statement.

A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release of Stillwater Mining Company dated October 11, 2012

SIGNATURES

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
By:	/s/ Brent R. Wadman
	Brent R. Wadman
	Corporate Secretary

Date: October 11, 2012

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Press Release of Stillwater Mining Company dated October 11, 2012

EX-99.1

Exhibit 99.1

	PRESS RELEASE
FOR IMMEDIATE RELEASE: CONTACT:	October 11, 2012 Gregory A. Wing 406-373-8700

STILLWATER MINING COMPANY PRICES OFFERING OF $345.00 MILLION OF CONVERTIBLE

SENIOR NOTES

BILLINGS, MONTANA – STILLWATER MINING COMPANY (NYSE: SWC) (TSX: SWC.U) (the “Company”) announced today that it has priced its previously announced offering of $345.00 million aggregate principal amount of 1.75% convertible senior notes due 2032 (the “notes”). The Company has also granted the underwriters of the notes a 30-day over-allotment option to purchase up to an additional $51.75 million aggregate principal amount of the notes (subject to certain limitations), solely to cover over-allotments.

The notes will be convertible, under certain circumstances and during certain periods, into cash, shares of the Company’s common stock or a combination thereof, at the Company’s election, based on an initial base conversion rate for the notes of 60.4961 shares of the Company’s common stock per $1,000 principal amount of notes (which is equivalent to an initial base conversion price of $16.53 per share of common stock and represents an approximately 50.0% conversion premium over the closing sale price of the Company’s common stock on October 11, 2012, which was $11.02 per share) and an initial incremental share factor of 30.2481. If the price of the Company’s common stock exceeds the base conversion price during specified periods applicable to conversion, holders will receive additional shares of the Company’s common stock upon conversion, as determined based on the incremental share factor. In addition, the base conversion rate, base conversion price and incremental share factor will be subject to customary anti-dilution adjustments upon occurrence of certain events, such as distributions of dividends or stock splits. The offering is expected to close on October 17, 2012, subject to satisfaction of customary closing conditions.

On or after October 20, 2019, the Company may redeem the notes, in whole or in part, for cash. Holders may require the Company to repurchase for cash all or part of their notes on each of October 15, 2019, October 15, 2024 and October 15, 2029.

The notes will mature on October 15, 2032, unless earlier converted, redeemed or repurchased. The notes will bear interest at a rate of 1.75% per annum, which will be payable semi-annually in arrears on each April 15 and October 15 of each year beginning on April 15, 2013.

The Company intends to use the net proceeds from the offering to repay amounts that may come due under the Company’s outstanding 1.875% convertible debentures in March 2013, and any additional proceeds may be used for general corporate purposes.

Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the offering, which is being made pursuant to an effective shelf registration statement (including a prospectus and related prospectus supplement for the offering).

You should read the base prospectus in such shelf registration statement, the related prospectus supplement for the offering and other documents the Company has filed with the Securities and Exchange Commission (the “SEC”) for more complete information about the Company and the offering. The offering is being made only by means of a prospectus supplement and accompanying base prospectus. Copies of the prospectus supplement and accompanying base prospectus relating to the offering may be obtained by contacting Credit Suisse Securities (USA) LLC at One Madison Avenue, New York, NY 10010, Attn: Prospectus Department, e-mail: newyork.prospectus@credit-suisse.com or at (800) 221-1037 or Wells Fargo Securities, LLC at 375 Park Avenue, New York, NY 10152, Attn: Equity Syndicate Department, e-mail: cmclientsupport@wellsfargo.com or at (800) 326-5897. Alternatively, you may get these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov/.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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 and on the Toronto Stock Exchange under the symbol SWC.U.

Forward-Looking Statements

This press release contains forward-looking information regarding the Company that is intended to be covered by the safe harbor “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These include statements regarding:

• size, timing and completion of the proposed offering,

• capital market conditions, and

• other matters that are discussed in the Company’s filings with the SEC.

These statements are based on the Company’s current expectations and projections about future events and involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Please refer to the Company’s filings with the SEC, including the Company’s Form 10-K for the year ended December 31, 2011, for a discussion of these risks.

All forward-looking statements in this press release are made as of the date hereof, and you should not place undue reliance on these statements without also considering the risks and uncertainties associated with these statements and the Company’s business that are discussed in this press release and the Company’s other filings with the SEC. Moreover, although the Company believes the expectations reflected in the forward-looking statements are based upon reasonable assumptions, the Company can give no assurance that it will attain these expectations or that any deviations will not be material. Except as required by law, the Company does not intend to update these forward-looking statements and information.