Current Report Filing (8-k)
May 09 2016 - 6:18AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM 8-K
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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 8, 2016
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LEGEND INTERNATIONAL HOLDINGS, INC
(Exact
name of registrant as specified in its charter)
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Delaware
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000-32551
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23-3067904
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Level 1A, 42 Moray Street, Southbank, Victoria Australia 3006
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(Address
of Principal Executive Office)(Zip Code)
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61-3-8532-2866
(
Registrant’s
telephone number, including area code)
N/A
(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:
⃞
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))
SECTION 8 – OTHER EVENTS
Item 1.03 Bankruptcy or Receivership.
On May 8, 2016, Legend International Holdings Inc. (“Legend “or
the “Company”) filed a voluntary petition in the United States
Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”)
seeking relief under Chapter 11 of Title 11 of the United States Code
(the “Bankruptcy Code”). The case is being administered under the
caption “In re LEGEND INTERNATIONAL HOLDINGS INC.” The Company intends
to continue to manage and operate its business and assets as a
“debtor-in-possession” under the jurisdiction of the Bankruptcy Court
and in accordance with the applicable provisions of the Bankruptcy Code
and the orders of the Bankruptcy Court.
Item 2.04 Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
As announced on March 29, 2016m, Legend had received a letter of demand
for AUD$25,027,207.99 from Indian Farmers Fertilizer Co-Operative and
its Dubai domiciled subsidiary Kisan International Trading (“IFFCO
Group”). Subsequently, Legend received notification that the IFFCO Group
had made application to wind up Legend under the Australian Corporations
Act. Following that notification, discussions between a party acting on
behalf of Legend and the IFFCO Group to resolve the matter has proved
unsuccessful.
Forward-Looking Statements Disclaimer
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this Current Report that do not relate
to matters of historical fact should be considered forward-looking
statements, including statements regarding our intent to continue to
manage and operate our business and assets as a “debtor-in-possession”.
These forward-looking statements are based on management’s current
expectations. These statements are neither promises nor guarantees, but
involve known and unknown risks, uncertainties and other important
factors that may cause our actual results, performance or achievements
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements,
including, but not limited to, the following: orders and decisions of
the Bankruptcy Court; the fact that the Company has incurred significant
losses since its inception and expects to incur losses for the
foreseeable future; the Company’s need for additional funding, which may
not be available, in order to continue as a going concern; effects of
adverse capital market conditions on the Company’s liquidity; any
default on the Company’s credit facility, which could impact its ability
to continue as a going concern; adverse effects on the Company’s
business due to the report of its independent registered public
accounting firm on its financial statements for the year ended
December 31, 2013, which contains an explanatory paragraph regarding the
Company’s ability to continue as a going concern; raising additional
capital may cause dilution to its stockholders, restrict its operations
or require it to relinquish assets; the Company’s limited operating
history; limitations on the Company’s ability to utilize net operating
loss carryforwards and certain other tax attributes; failure to retain
key executives and attract, retain and motivate qualified personnel; the
possibility of system failures or security breaches; the price of our
common stock may be volatile and fluctuate substantially; significant
costs and required management time as a result of operating as a public
company; and any securities class action litigation. These and other
important factors discussed under the caption “Risk Factors” in our
Annual Report on Form 10-K filed with the Securities and Exchange
Commission, or SEC, on March 31, 2014, and our other reports filed with
the SEC could cause actual results to differ materially from those
indicated by the forward-looking statements made in this Current Report.
Any such forward-looking statements represent management’s estimates as
of the date of this Current Report. While we may elect to update such
forward-looking statements at some point in the future, we disclaim any
obligation to do so, even if subsequent events cause our views to
change. These forward-looking statements should not be relied upon as
representing our views as of any date subsequent to the date of this
Current Report.
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.
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LEGEND INTERNATIONAL HOLDINGS, INC.
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By:
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/s/ Peter Lee
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PETER LEE
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Secretary
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Date:
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May 8, 2016
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