-----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, M3Vz6+haI3XOe3F5Acvcqa0soxSDxYB7Em41VPfHeNHco30OC4gHD+sNq7ZYvFsb C64xCTdHVZPoZHcjXTeHmw== 0001275287-06-004007.txt : 20060801 0001275287-06-004007.hdr.sgml : 20060801 20060801142640 ACCESSION NUMBER: 0001275287-06-004007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060726 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20060801 DATE AS OF CHANGE: 20060801 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: 06993900 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 sm6611.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): July 26, 2006 STILLWATER MINING COMPANY (Exact name of registrant as specified in its charter) Delaware 1-13053 81-0480654 ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (b) Effective July 26, 2006, Jack E. Thompson resigned as a director of the Company to pursue other interests. Mr. Thompson had been nominated to the Company's Board of Directors by Norimet Limited ("Norimet"), a wholly-owned subsidiary of MMC Norilsk Nickel, pursuant to its Stockholders Agreement with the Company, dated as of June 23, 2003, as amended (the "Stockholders Agreement"). Norimet owns approximately 54.6% of the Company's outstanding shares. Under the Stockholders Agreement, Norimet is entitled to nominate Mr. Thompson's replacement, subject to review by the Company's Nominating and Corporate Governance Committee. Norimet has informed the Company that it is currently reviewing appropriate candidates for such nomination. On August 01, 2006, the Company issued a press release regarding Mr. Thompson's resignation, which is furnished herewith as Exhibit 99.1. 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 Dated: August 01, 2006 By: /s/ John Stark ------------------ Name: John Stark Title: General Counsel EXHIBIT INDEX Number Title - ------ --------------------------------------------------------------------- 99.1 Press release issued by Stillwater Mining Company on August 01, 2006. EX-99.1 2 sm6611ex991.txt EXHIBIT 99.1 Exhibit 99.1 STILLWATER MINING ANNOUNCES RESIGNATION OF DIRECTOR BILLINGS, Mont., Aug. 1 /PRNewswire-FirstCall/ -- STILLWATER MINING COMPANY (NYSE: SWC) announced today the resignation of Jack E. Thompson from the Company's Board of Directors, effective July 26, 2006. Commenting on his resignation, Jack E. Thompson said, "For personal reasons, I have reluctantly concluded to resign from the Stillwater Board. I have enjoyed my tenure on the Board and wish my fellow Board members and Management continued success in the future." Commenting on the resignation, Stillwater Chairman and Chief Executive Officer, Francis McAllister said, "The Board of Directors and I want to acknowledge and express our appreciation for Jack's many contributions during his tenure on the Company's Board of Directors. Jack has been an active, hands-on director who has dedicated substantial time and effort to the Company. Jack's experience and knowledge of the mining industry have been of great value to us throughout his three years of service on the Board. We will miss him and wish him the best in his future endeavors." Mr. Thompson was a nominee of Norimet Limited, the Company's majority stockholder and a subsidiary of MMC Norilsk Nickel. Under its Stockholders Agreement with the Company, Norimet is entitled to nominate Mr. Thompson's replacement, subject to approval by the Company's nominating committee. Further information regarding Mr. Thompson's resignation is included in the Current Report on Form 8-K filed with the SEC today. 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 Russia. 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 Web site: www.stillwatermining.com. SOURCE Stillwater Mining Company -0- 08/01/2006 /CONTACT: Gregory A. Wing, Chief Financial Officer of Stillwater Mining Company, +1-406-373-8724/ /FCMN Contact: dmccurtain@stillwatermining.com / /Web site: http://www.stillwatermining.com / (SWC) -----END PRIVACY-ENHANCED MESSAGE-----