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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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):
MAY 22, 1996
SUNSHINE MINING AND REFINING COMPANY
STATE OF DELAWARE 33-98876 75-2618333
(STATE OF ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION NO.)
877 W. MAIN STREET, SUITE 600, BOISE, IDAHO 83702
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (208) 345-0660
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Item 5. Other Events.
On May 22, 1996 (the "Effective Date"), Sunshine Mining and Refining
Company, a Delaware corporation ("Sunshine") merged with and into its
wholly-owned subsidiary Sunshine Merger Company, a Delaware corporation (the
"Company"), with the Company being the surviving entity. On the Effective
Date, the Company's Certificate of Incorporation was amended to change the
Company's name to Sunshine Mining and Refining Company.
Pursuant to the merger of Sunshine with and into the Company, with the
Company being the surviving entity, all securities of Sunshine, with the
exception of Sunshine's $11.94 (Stated Value) Cumulative Redeemable Preferred
Stock (the "Preferred Stock") were converted pursuant to the terms of the
merger and without any action by the holders thereof into an equal number of
identical securities of the Company. Pursuant to the terms of the merger,
Preferred Stock will be converted into: (i) six (6)shares of Common Stock, par
value $.01 of the Company ("Common Stock") (which number may be increased
pursuant to an adjustment formula based on the average NYSE composite closing
price of the Common Stock for the first 120 NYSE trading days following the
Effective Date), and (ii) either (a) two Warrants ($1.92 initial exercise
price, which exercise price may be decreased pursuant to an adjustment formula
based on the average NYSE composite closing price of the Common Stock for the
first 120 NYSE trading days following the Effective Date) each to purchase one
share of Common Stock or, at the election of the holder, (b) an additional .9
(9/10) share of Common Stock.
By virtue of Rule 12g-3 under the Securities Exchange Act of 1934, as
amended (the "Act"), the Common Stock, Warrants to purchase Common Stock
($2.12 exercise price), Warrants to purchase Common Stock ($1.92 exercise
price), and Convertible Subordinated Reset Debentures Due July 15, 2008, to be
issued incident to the merger, are deemed registered pursuant to Section 12 of
the Act. In order to facilitate the incorporation by reference of certain
information into the Company's future filings under the securities laws, the
Company is providing the following descriptions of its securities to be issued
incident to the merger:
COMMON STOCK, PAR VALUE $.01. The description of the Common Stock, par value
$.01, is contained in Sunshine's Registration Statement, Registration No.
1-10012 as amended, filed pursuant to the Securities Exchange Act of 1934, and
is incorporated herein by reference.
WARRANTS TO PURCHASE COMMON STOCK ($2.12 EXERCISE PRICE). The description of
the Warrants to Purchase Common Stock ($2.12 exercise price) is contained in
Sunshine's Registration Statement on form 8-A, Registration No. 0-23344, filed
pursuant to the Securities Exchange Act of 1934, and is incorporated herein by
reference.
WARRANTS TO PURCHASE COMMON STOCK ($1.92 EXERCISE PRICE). The description of
the Warrants to Purchase Common Stock ($1.92 exercise price), is set forth
under the caption "Description of the Warrants" in the prospectus that is
included in the Company's Registration Statement on Form S-4, Registration No.
33-98876, which description is incorporated herein by reference.
CONVERTIBLE SUBORDINATED RESET DEBENTURES DUE JULY 15, 2008. The description
of the Convertible Subordinated Reset Debentures Due July 15, 2008 is contained
in Sunshine's Registration Statement No. 1-10012, as amended, filed pursuant to
the Securities Exchange Act of 1934, and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
C. Exhibits.
*4.1 Certificate of Merger Agreement between Sunshine Mining and
Refining Company and Sunshine Merger Company, dated May 22, 1996.
*Enclosed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant had duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
SUNSHINE MINING AND REFINING COMPANY
Date: May 29, 1996 By: /s/ John S. Simko
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John S. Simko, President and Chief Executive Officer
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EXHIBIT INDEX
4.1 Certificate of Merger Agreement between Sunshine Mining and Refining
Company and Sunshine Merger Company, dated May 22, 1996.
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