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 28, 2014
MINES MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Idaho | | 001-32074 | | 91-0538859 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
905 W. Riverside Avenue, Suite 311
Spokane, Washington | | 99201 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 509-838-6050
No Change
(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 5.07. Submission of Matters to a Vote of Security Holders.
On October 28, 2014, Mines Management, Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”) for consideration of the following proposals:
· Proposal 1 — A proposal to approve the issuance of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (a) upon conversion of the Company’s Series B 6% Convertible Preferred Stock (the “Preferred Stock”), (b) in lieu of the cash payment of dividends on the Preferred Stock, and (c) upon exercise of the Company’s Common Stock purchase warrants (the “Warrants”), in excess of 19.99% of the number of shares of Common Stock that were issued and outstanding on July 25, 2014, the date the Preferred Stock and Warrants were issued by the Company; and
· Proposal 2 — A proposal to approve the reduction of the Preferred Stock conversion price to equal the price at which the Company subsequently sells equity if the Company subsequently sells equity at a price lower than the conversion price (the “Full Ratchet Anti-Dilution Provision”).
Each of the foregoing proposals is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 15, 2014.
As of the record date, August 15, 2014, there were 29,613,176 shares of Common Stock outstanding. At the Special Meeting, there were present in person or by proxy 15,065,574 shares of Common Stock, representing approximately 50.9% of the Company’s total outstanding Common Stock. The results for each proposal submitted to a vote of shareholders at the Special Meeting are as follows:
Proposal | | Votes For | | Votes
Against or
Withheld | | Abstention | | Broker
Non-Vote | |
1. Proposal 1 — Issuance of Share of Common Stock | | 13,884,063 | | 1,017,481 | | 164,030 | | N/A | |
| | | | | | | | | |
2. Proposal 2 — Approval of Full Ratchet Anti-Dilution Provision | | 13,823,745 | | 1,079,049 | | 162,780 | | N/A | |
Based on the above voting results, (i) the Company’s shareholders approved the issuance of shares of Common Stock (a) upon conversion of the Preferred Stock, (b) in lieu of the cash payment of dividends on the Preferred Stock, and (c) upon exercise of the Warrants, in excess of 19.99% of the number of shares of Common Stock that were issued and outstanding on July 25, 2014, and (ii) the Company’s shareholders approved the Full Ratchet Anti-Dilution Provision.
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