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): January 3, 2012
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-30651 | | 11-3763974 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
|
| Suite 201, 290 Picton Avenue, Ottawa, Ontario, Canada K1Z 8P8 |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (613) 241-9959
(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 8.01. Other Events.
On January 6, 2012, Mindesta Inc. (the “Company”) commenced the mailing process for an information statement (the “Information Statement”) to holders of the Company’s common stock for the previously-announced distribution (the “Distribution”) of a majority of the Company’s shares of common stock in Northern Graphite Corporation (“Northern”). The Information Statement contains a description of the terms of the Distribution, including the procedures by which shares of Northern will be distributed and certain tax consequences of the Distribution. A copy of the Information Statement and the attachments referenced therein, also being sent to shareholders, are attached to this Current Report on Form 8-K as Exhibits 99.1 through 99.8, the contents of which are incorporated herein by reference.
On January 3, 2012, the Company issued a press release (the “Press Release”) also relating to the Distribution. A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.9, the contents of which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Information Statement dated January 6, 2012 |
| |
| 99.2 | | MD&A – English, filed with the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”) on November 17, 2011 |
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| 99.3 | | Interim financial statements/report – English, filed with SEDAR on November 17, 2011 |
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| 99.4 | | Management information circular – English, filed with SEDAR on July 15, 2011 |
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| 99.5 | | Annual information form – English, filed with SEDAR on June 28, 2011 |
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| 99.6 | | MD&A – English, filed with SEDAR on April 29, 2011 |
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| 99.7 | | Audited annual financial statements – English, filed with SEDAR on April 29, 2011 |
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| 99.8 | | Letter of Instruction dated January 6, 2012 |
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| 99.9 | | Press Release dated January 3, 2012 |
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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 thereunto duly authorized.
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| Date: January 6, 2012 | | | | MINDESTA INC. |
| | | |
| | | | By: | | /s/ Gregory Bowes |
| | | | Name: | | Gregory B. Bowes |
| | | | Title: | | Chief Executive Officer and Chief Financial Officer |
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Exhibit Index
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Information Statement dated January 6, 2012 |
| |
| 99.2 | | MD&A – English, filed with the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”) on November 17, 2011 |
| |
| 99.3 | | Interim financial statements/report – English, filed with SEDAR on November 17, 2011 |
| |
| 99.4 | | Management information circular – English, filed with SEDAR on July 15, 2011 |
| |
| 99.5 | | Annual information form – English, filed with SEDAR on June 28, 2011 |
| |
| 99.6 | | MD&A – English, filed with SEDAR on April 29, 2011 |
| |
| 99.7 | | Audited annual financial statements – English, filed with SEDAR on April 29, 2011 |
| |
| 99.8 | | Letter of Instruction dated January 6, 2012 |
| |
| 99.9 | | Press Release dated January 3, 2012 |
