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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): May 3, 2005
STILLWATER MINING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-13053 81-0480654
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1321 Discovery Drive, Billings, Montana 59102
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (406) 373-8700
Not applicable
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(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 (see General Instruction A.2. below):
[ ] 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 3, 2005, the Board of Directors (the "Board") of Stillwater
Mining Company (the "Company") adopted a 2005 Non-Employee Directors' Deferral
Plan (the "Plan"). The Plan allows any non-employee director to defer
compensation for service as a director of the Company and later receive such
compensation in the form of cash or shares of common stock. Additionally, such
directors may defer settlement of restricted stock received from the Company.
Distributions of deferred compensation vest immediately and may
generally be received in a single lump sum or in annual installments, commencing
upon (i) a fixed date selected by the participant, (ii) termination of the
participant's service, (iii) a change in control of the Company or (iv) the
participant's death.
The purpose of the Plan is to provide an additional compensation
feature for non-employee directors to help attract and retain them in service to
the Company and to provide convenient means for directors to increase their
proprietary interest in the Company.
The Plan was adopted in conjunction with the guidelines regarding
compensation of non-employee directors approved by the Board on December 23,
2004. These guidelines provide that each non-employee director shall receive
annually at least $10,000 in Company common stock. Additionally each such
director should own Company stock having a value of at least $100,000 by the
fifth anniversary of his or her election to the Board. Current directors are
asked to comply with this ownership guideline by the 2009 annual meeting of
stockholders.
The foregoing description of the Plan is qualified in its entirety by
reference to the Plan, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 10.1 and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
See Exhibit Index below.
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.
STILLWATER MINING COMPANY
Dated: May 9, 2005 By: /s/ John R. Stark
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Name: John R. Stark
Title: Vice President, Human
Resources, Secretary and General Counsel
EXHIBIT INDEX
NUMBER TITLE
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10.1 Stillwater Mining Company 2005 Non-Employee Directors' Deferral Plan
effective as of May 3, 2005