1 - -------------------------------------------------------------------------------- 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 28, 1999 SUNSHINE MINING AND REFINING COMPANY STATE OF DELAWARE 1-10012 75-2231378 (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. On January 28, 1999, Sunshine Mining and Refining Company, a Delaware corporation (the "Company"), completed a private placement of $6,000,000 initial principal amount of its 5% Convertible Notes due January 28, 2001 (the "Notes"). The Company has agreed to file a registration statement with the Securities and Exchange Commission registering for resale the common stock issuable upon conversion of the Notes. Copies of the principal documents containing the terms of the Notes and certain obligations of the Company have been filed as exhibits to this report and are incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. 4.1 Registration Rights Agreement, dated as of January 28, 1999, between the Company, Westgate International, L.P. and Elliott Associates, L.P. 4.2 Form of 5% Convertible Note due January 28, 2001. 10.1 Convertible Note Investment Agreement, dated as of January 27, 1999, between the Company, Westgate International, L.P. and Elliott Associates, L.P. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SUNSHINE MINING AND REFINING COMPANY February 4, 1999 By: /s/ John S. Simko ------------------------------------- John S. Simko President and Chief Executive Officer 2 4 INDEX TO EXHIBITS Exhibit Description - ------- ----------- 4.1 Registration Rights Agreement, dated as of January 28, 1999, between the Company, Westgate International, L.P. and Elliott Associates, L.P. 4.2 Form of 5% Convertible Note due January 28, 2001. 10.1 Convertible Note Investment Agreement, dated as of January 27, 1999, between the Company, Westgate International, L.P. and Elliott Associates, L.P.