1 ------------------------- 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): NOVEMBER 11, 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 - -------------------------------------------------------------------------------- 2 Item 5. Other Events. Pursuant to the terms of the Merger Agreement between Sunshine Mining and Refining Company and its wholly owned subsidiary Sunshine Merger Company, which on the effective date of the merger was renamed Sunshine Mining and Refining Company ("SMRC"), and based on the average closing price of SMRC's Common Stock for the first 120 NYSE trading days after the effective date of the merger, an additional 2.35 shares of SMRC Common Stock have been issued for each share of Preferred Stock held on the effective date. Also pursuant to the terms of the Merger Agreement, and based on the average closing price of SMRC's Common Stock for the first 120 NYSE trading days after the effective date of the merger, the exercise price of the Warrants issued pursuant to the merger has been reduced from $1.92 to $1.38. 3 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: December 9, 1996 By: /s/ John S. Simko ---------------------------------- John S. Simko, President and Chief Executive Officer