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.
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Exhibit
No. | | Description of Exhibit |
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| 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.
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| STILLWATER MINING COMPANY |
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| By: | | /s/ Brent R. Wadman |
| | Brent R. Wadman |
| | Corporate Secretary |
Date: October 11, 2012
Exhibit Index
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Exhibit
No. | | Description of Exhibit |
| |
| 99.1 | | Press Release of Stillwater Mining Company dated October 11, 2012 |
