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 26, 2006
MERCER INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
Washington
(State or other jurisdiction of incorporation or organization)
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| 000-9409 | | 91-6087550 |
| (Commission File Number) | | (I.R.S. Employer Identification No.) |
Suite 2840, 650 West Georgia Street, Vancouver, British Columbia, Canada, V6B 4N8
(Address of Office)
(604) 684-1099
(Registrant’s telephone number, including area code)
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):
| þ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | 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 20, 2006, Mercer International Inc. (the “Company”) adjourned its special meeting of shareholders relating to the proposed conversion of the Company to a corporate form to February 17, 2006 to permit shareholders to consider amendments to the Articles and Bylaws of Mercer International Regco Inc., a wholly owned subsidiary and successor to Mercer upon completion of the proposed conversion, which eliminate the provision for a classified board and provide a right for specified shareholders to call special meetings. A copy of the Company’s letter to shareholders and proxy statement/prospectus supplement relating to the amendments is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| | | |
| Exhibit No. | | Description |
| 99.1 | | Letter to Shareholders and Proxy Statement/Prospectus Supplement |
SIGNATURES
Pursuant to the requirements of theSecurities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | MERCER INTERNATIONAL INC.
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| | /s/ David M. Gandossi | |
| | David M. Gandossi | |
| | Chief Financial Officer | |
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Date: January 26, 2006
MERCER INTERNATIONAL INC.
FORM 8-K
EXHIBIT INDEX
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| Exhibit Number | | Description |
| 99.1 | | Letter to Shareholders and Proxy Statement/Prospectus Supplement |
