UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
FOR JUNE 30, 2005
COMMISSION FILE NUMBER 1-11284
FALCONBRIDGE LIMITED
(FORMERLY NORANDA INC.)
(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
BCE PLACE, 181 BAY STREET, SUITE 200
TORONTO, ONTARIO, CANADA M5J 2T3
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F X
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Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1).
Yes No X
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Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7).
Yes No X
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
DESCRIPTION OF THE AMALGAMATION
On June 30, 2005, Noranda Inc., an Ontario corporation ("Noranda"), and
Falconbridge Limited, an Ontario corporation ("Falconbridge"), were
amalgamated (the "Amalgamation") with the continuing amalgamated company
being called Falconbridge Limited (the "Registrant"). The Registrant is
subject to the Business Corporations Act (Ontario). The Amalgamation was
effected pursuant to the terms of an Amalgamation Agreement (the
"Amalgamation Agreement"), dated as of June 2, 2005, as amended and
restated as of June 29, 2005, between Noranda and Falconbridge and was
approved by the requisite shareholders of Noranda and Falconbridge at
special meetings held on June 30, 2005. A Certificate of Amalgamation was
issued on June 30, 2005. Upon the effectiveness of the Amalgamation, the
assets, liabilities and operations of Noranda and Falconbridge were
combined.
Under the Amalgamation, each outstanding Noranda Common Share was converted
into one Common Share of the Registrant ("Common Share"), each outstanding
Noranda Preferred Share was converted into one Preferred Share of the
Registrant ("Preferred Share") having the same attributes as such Noranda
Preferred Share, each outstanding Noranda Junior Preference Share was
converted into one Junior Preference Share of the Registrant ("Junior
Preference Share") having the same attributes as such Noranda Junior
Preference Share, each outstanding Falconbridge Common Share was converted
into 1.77 Common Shares (subject to payment of cash in lieu of fractional
Common Shares), and each outstanding Falconbridge Preferred Share was
converted into one Preferred Share of the Registrant having the same
attributes as such Falconbridge Preferred Share.
Under the Amalgamation, previously issued and outstanding options to
purchase common shares of Noranda were converted into options to purchase
common shares of the Registrant on a one for one basis at the applicable
exercise price. Under the Amalgamation, previously issued options to
purchase common shares of Falconbridge were converted into options to
purchase common shares of the Registrant on a 1.77 for one basis, at the
applicable exercise price divided by 1.77 (subject to further adjustment to
avoid fractional options and as otherwise set out in the Amalgamation
Agreement).
The Common Shares, Preferred Shares (except the Preferred Shares, Series 1)
and Junior Preference Shares of the Registrant are listed on the Toronto
Stock Exchange, and the Common Shares are listed on the New York Stock
Exchange.
Upon the effectiveness of the Amalgamation, the Common Shares were deemed
registered under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), pursuant to Rule 12g-3(a) thereunder, without
the filing of a registration statement therefor. Accordingly, the
Registrant is a reporting issuer under the Exchange Act. Reports filed for
Noranda under the Exchange Act prior to the Amalgamation should be regarded
as applicable to the Registrant, and the Registrant intends to treat the
historical financial statements of Noranda as historical financial
statements of the Registrant.
The foregoing description shall be deemed filed for purposes of the
Exchange Act (including for the purpose of being incorporated by reference
into one or more registration statements under the Securities Act of 1933,
as amended). Such description is specifically incorporated by reference
into the Registrant's Registration Statements on Form S-8 (File Nos.
333-13582 and 333-113725).
Furnished herewith is:
Exhibit 99.1: Press Release issued June 30, 2005 entitled "Noranda and
Falconbridge Complete Amalgamation"
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, thereunto duly authorized.
FALCONBRIDGE LIMITED
(Registrant)
July 1, 2005 By: /s/ Stephen K. Young
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Stephen K. Young - Corporate Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 99.1: Press Release issued June 30, 2005 entitled "Noranda and
Falconbridge Complete Amalgamation"